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EXHIBIT 10(h)
MOBILE AMERICA CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of this ______ day of ___________, _____ between
MOBILE AMERICA CORPORATION, a Florida corporation (the "Company"), and
__________________________ ("Key Employee").
RECITALS
WHEREAS, the Company has adopted the Mobile America Corporation Incentive Plan
(the "Plan") which provides for the grant of stock options to certain key
executive employees of the Company;
WHEREAS, Key Employee is employed by the Company in a key executive capacity
and in such capacity is in a position to contribute materially to the continued
growth and development and the future financial success of the Company; and
WHEREAS, the Company wishes to grant an incentive stock option to purchase
shares of common stock of the Company to Key Employee on the terms and
conditions specified herein to provide a means for him to participate in the
future growth of the Company and to increase his incentive and personal
interest in the continued success and growth of the Company. Any capitalized
terms used herein but not defined herein shall have the respective meanings
given in the Plan.
NOW, THEREFORE, the parties agree as follows:
1 Stock Options.
a) Grant. Subject to the terms and conditions of the Agreement
and the Plan, the Company grants to Key Employee incentive
stock options (within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended) to purchase
________ shares of common stock, $0.025 par value per share,
of the Company.
b) Option Price. The option price per share shall be $______,
which is an amount not less than 100% of the fair market
value on the date of this Agreement (the "Grant Date").
c) Term. The term of the options shall be ten (10) years from
the Grant Date, after which period the option shall expire
and not be exercisable.
d) Vesting. Stock options shall vest as follows:
_____________________.
If Key Employee's employment with the Company or any subsidiary of the Company
is terminated for any reason (i.e. Key Employee is no longer an employee of the
Company or any subsidiary of the Company), all options held by Key Employee
which are not vested shall thereupon be automatically cancelled.
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2. Exercise. Key Employee may, subject to the limitations of this
Agreement and the Plan, exercise all or any portion of the option by
providing written notice of exercise to the Chairman of the Board
specifying the number of Shares with respect to which the options are
being exercised accompanied by payment of the option price for such
Shares. The option price shall be paid in cash and/or Shares owned by
Key Employee, valued at their Fair Market Value on the date of
exercise, provided that such payment of the exercise price in Shares
shall not result in a charge against the Company's earnings under
generally accepted accounting principles as in effect on the date of
this Agreement.
3. Termination of Employment.
a) If the employment of Key Employee terminates by reason of
death or disability, Key Employee (or his personal
representative) may exercise the option or any portion
thereof which has vested pursuant to Section 1 hereof for a
period of one year after the date of such termination of
employment and not thereafter; provided, however, that no
option or portion thereof shall be exercisable after it has
expired pursuant to Section 1 hereof. For purposes of this
Agreement, the term "disability" shall mean a total and
permanent disability as determined by the Compensation
Committee in its sole discretion.
b) If the employment of the Key Employee terminates for any
reason other than death, disability or Cause, Key Employee
(or his personal representative) may exercise the option or
any portion thereof which has vested pursuant to Section 1
hereof for a period of 30 days after the date of such
termination of employment and not thereafter; provided,
however, that no option or portion thereof shall be
exercisable after it has expired pursuant to Section 1
hereof.
c) If the employment of the Key Employee terminates for Cause,
all options (whether vested or non-vested) shall immediately
be forfeited and become null and void. For purposes hereof,
"Cause" shall have the meaning provided in the Employment
Agreement of event date herewith between Key Employee and the
Company.
4. Change of Control. In the event of a Change of Control, any unvested
portion of the Option shall vest in full. "Change of Control" shall
have the meaning provided in the Agreement Regarding Severance and
Change in Control of even date herewith between Key Employee and the
Company.
5. Withholding. The Company shall deduct and withhold from any cash
payable to Key Employee such amount as may be required for the purpose
of satisfying the Company's obligation to withhold federal, state or
local taxes. Key Employee may elect to satisfy such withholding
obligation, in whole or in part, (a) by causing the Company to
withhold Shares otherwise issuable pursuant to the exercise of the
Option or (b) by delivering to the Company Shares already owned by the
Participant. The Shares so delivered or withheld shall be a whole
number, have a Fair Market Value equal to such withholding obligation
as of the date that the amount of tax to be withheld is to be
determined, shall be free of all adverse claims, and shall be duly
endorsed in blank by Key Employee or accompanied by stock powers duly
endorsed in blank. Key Employee shall notify the Company prior to any
disposition of Shares acquired pursuant to this option if such
disposition occurs before the expiration of the requisite holding
period requirements of Section 422 of the Internal Revenue Code of
1986, as amended, or any successor provision or code thereto.
6. Nonalienation. Key Employee shall have no rights to sell, assign,
transfer, pledge, assign or otherwise alienate, except by will or by
the laws of descent and distribution, the option under this Agreement,
and any such attempted sale, assignment, transfer, pledge or other
conveyance shall be null and void. The option shall be exercisable
during the Key Employee's lifetime only by the Key Employee (or his
legal representative).
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7. Capital Adjustments Affecting Shares. In the event of a capital
adjustment resulting from a stock dividend (other than a stock
dividend in lieu of an ordinary cash dividend), stock split,
reorganization, recapitalization, merger, consolidation, spin-off,
split-up, combination or exchange of shares or the like, the number of
shares covered by the option and the option price shall be adjusted in
a manner consistent with such capital adjustment; provided, however,
that no such adjustment shall require the Company to grant any
fractional shares and the adjustment shall be limited accordingly. The
determination of the Committee as to any adjustment shall be final.
8. Limited Interest.
a) The grant of the option shall not be construed as giving Key
Employee any interest other than as provided in this
Agreement.
b) Key Employee shall have no voting rights nor any other
interests as a shareholder as a result of the grant of the
option, until the option is exercised, the option price is
paid, and the shares issued thereunder.
c) The grant of the option shall not confer on Key Employee any
right to continue in the employ of the Company nor interfere
in any way with the right of the Company to terminate the
employment of the Key Employee at any time.
d) The grant of the option shall not affect in any way the right
or power of the Company or its or their shareholders to make
or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the Company's capital
structure or its or their business, or any merger,
consolidation or business combination of the Company, or any
issuance or modification of any term, condition, or covenant
of any bond, debenture, debt, preferred or prior preference
stock ahead of or affecting the Shares or the rights of the
holders thereof, or dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its
assets or business or any other corporate act or proceeding,
whether of a similar character or otherwise.
9. Interpretation by the Board. As a condition of the granting of the
option, Key Employee agrees, for himself and his personal
representatives, that this Agreement shall be interpreted by the Board
and that any interpretation by the Board of the terms of this
Agreement shall be final.
10. Incorporation by Reference. The terms of the Plan to the extent not
stated herein are expressly incorporated herein by reference and in
the event of any conflict between this Agreement and the Plan, the
Plan shall govern.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
12. Amendment. This Agreement may not be amended, modified, terminated or
otherwise altered except by the written consent of the parties
thereto.
MOBILE AMERICA CORPORATION
By:
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("Company")
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("Key Employee")
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