EXHIBIT 4.3
INVESTORS MANAGEMENT GROUP, LTD.
1995 STOCK OPTION PLAN
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
OPTION AGREEMENT, made and entered into this 1st day of August,
1995, between INVESTORS MANAGEMENT GROUP, LTD., an Iowa corporation (the
"Company"), and ___________________, an individual resident of Iowa
("Employee").
WHEREAS, the Company has adopted the Investors Management
Group, Ltd. 1995 Stock Option Plan (the "Plan") which permits issuance of
stock options for the purchase of shares of common stock of the Company
and the Company has taken all necessary actions to grant the following
option pursuant and subject to the terms of the Plan.
NOW THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and Employee
hereby agree as follows:
1. Grant of Option. The Company hereby grants Employee the
right and option (hereinafter called the "Option") to purchase all or any
part of an aggregate of__________ (________) shares of the Company's
common stock at the option price of __________ Dollars (______) per share
on the terms and conditions set forth in this agreement and in the Plan.
It is understood and agreed that the option price is the per share fair
market value of such shares on the date of this agreement. The Company
intends that the Option shall be an Incentive Stock Option governed by the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). The terms of the Plan and the Option shall be interpreted
and administered so as to satisfy the requirements of the Code. A copy of
the Plan will be furnished upon request of Employee.
2. Vesting of Option Rights. The Option shall not be
exercisable the first time by Employee except in accordance with
subsection 422(d) of the Code. Except as provided in the preceding
sentence or as otherwise provided in section 3 of this agreement, the
Option may be exercised by Employee in accordance with the following
schedule:
Cumulative percentage of
On or after each of shares with respect to
the following dates which Option is exercisable
August 1, 1996 20%
August 1, 1997 40%
August 1, 1998 60%
August 1, 1999 80%
August 1, 2000 100%
Notwithstanding the foregoing, the Option may be exercised as to
100% of the shares of common stock of the Company for which the Option is
granted on the date of (a) Employee's death; (b) Employee's disability
within the meaning of Code section 22(e)(3); or (c) a "change of control",
as hereinafter defined. A "change of control" shall mean any of the
following: (i) the acquisition by any person (individual, entity or
group) of beneficial ownership of more than 50% of the then outstanding
shares of common stock of the Company and, for this purpose, the terms
"person" and "beneficial ownership" shall have the meanings provided in
Section 13(d) or 14(d) of the Securities Exchange Act of 1934 or related
rules promulgated by the Securities and Exchange Commission; (ii) the
commencement of or public announcement of an intention to make a tender or
exchange offer for more than 50% of the then outstanding shares of the
common stock of the Company; (iii) a sale of all or substantially all of
the assets of the Company; or (iv) the Board of Directors of the Company,
in its sole and absolute discretion, determines that there has been a
sufficient change in the stock ownership of the Company to constitute a
change in control of the Company. Notwithstanding the foregoing, the
following acquisitions shall not constitute a "change of control":
(1) any acquisition directly from the Company by a shareholder who is also
an employee of the Company; (2) any acquisition by the Company; (3) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company; or
(4) any acquisition by a shareholder who is also an employee of the
Company.
The Option shall terminate at the close of business on August 1,
2005 [not later than ten (10) years from date of grant] or such shorter
period as is prescribed herein. Employee shall not have any of the rights
of a shareholder with respect to the shares subject to the Option until
such shares have been issued to Employee upon the proper exercise of the
Option.
3. Exercise of Option after Death or Termination of
Employment. The Option shall terminate and may no longer be exercised if
Employee ceases being employed by the Company or its subsidiaries, except
that:
(a) If Employee's employment shall be terminated for any
reason, voluntary or involuntary, other than death or disability
(as set forth in section 3(c)) or as a result of Employee's
serious misconduct, Employee may at any time within a period of
three (3) months after such termination exercise the Option to
the extent the Option was exercisable by Employee on the date of
the termination of Employee's employment; and
(b) If Employee's employment is terminated as a result of
Employee's serious misconduct, including but not limited to
wrongful appropriation of funds or the commission of a gross
misdemeanor or felony, the option shall be terminated as of the
date of the misconduct; and
(c) If Employee dies in the employ of the Company or a
subsidiary or within three (3) months after the termination of
such employment for any reason other than Employee's serious
misconduct, or Employee's employment is terminated because
Employee has become disabled (within the meaning of Code
section 22(e)(3)) while in the employ of the Company or a
subsidiary, the Option may, within twelve (12) months after
Employee's death or date of termination for such disability, be
exercised to the extent that Employee was entitled to exercise
the Option on the date of Employee's death or termination of
employment, if earlier, by Employee or Employee's personal
representatives, if applicable, or by the person or persons to
whom Employee's rights under the Option pass by will or by the
applicable laws of descent and distribution;
provided, however, that the Option may not be exercised to any extent by
anyone after the termination date of the Option.
4. Investment Representation. Employee hereby represents and
agrees that any shares of stock which Employee may acquire pursuant to the
exercise of the Option will be acquired for long-term investment purposes
and not with the view toward the distribution or sale thereof in a public
offering within the meaning of the federal Securities Act of 1933.
Employee acknowledges that at the time of acquisition such shares will not
be registered under either the federal or applicable state securities
laws, and that the Company will be relying upon the foregoing investment
representation in agreeing to issue such shares to Employee. Employee
acknowledges that the transferability of such shares will be subject to
restrictions imposed by all applicable federal and state securities laws
and agrees that the certificates evidencing such shares may be imprinted
with an appropriate legend setting forth these restrictions on
transferability.
5. Method of Exercise of Option. Subject to the foregoing,
the Option may be exercised in whole or in part from time to time by
serving written notice of exercise on the Company at its principal office
in Des Moines, Iowa. The notice shall set forth the number of shares as
to which the Option is being exercised and shall be accompanied by payment
of the purchase price. Payment of the purchase price shall be made by
check, bank draft or money order payable to the Company; [or, (i) by
delivering to the Company for cancellation shares of the Company's common
stock already owned by Employee having a fair market value equal to the
full purchase price of the shares being acquired, or (ii) a combination of
cash and such shares. The fair market value of such shares shall be
determined as provided in section 5 of the Plan].
6. Restriction on Transfer of Shares; Repurchase Option. In
addition to the restrictions on transferability which are set forth in
section 4, the Company's By-Laws restrict ownership of shares to employees
of the Company. Employee agrees not to sell, transfer, exchange or
otherwise dispose of any of the shares of Company stock acquired pursuant
to the exercise of the Option in violation of the restrictions on transfer
contained in the Company's By-Laws and without first offering to sell such
shares to Company in accordance with the terms of this section 6. If
Employee wishes to dispose of or encumber any of such shares, Employee
shall deliver a written notice to the Company, which notice shall specify
the person to whom the shares are to be disposed of or encumbered, the
purchase price or other consideration to be received by Employee for such
shares, and the terms upon which such purchase price or other
consideration is to be paid. The delivery of such written notice to the
Company shall constitute an irrevocable offer by Employee to sell the
shares described in such notice to the Company upon the same terms and
conditions as are specified in the notice. The Company may accept such
offer by delivering a written acceptance to Employee within thirty (30)
days after receipt of the written notice from Employee. If the Company
elects to accept such offer, the purchase of such shares shall be closed
within thirty (30) days upon the same terms as are specified in Employee's
written notice, or upon such other terms as are mutually acceptable to the
parties. If the Company elects not to accept such offer or if the Company
allows such offer to expire without being accepted, Employee shall be able
to transfer such shares on the terms specified in the written notice to
the Company to the person identified therein provided the transfer does
not violate the restrictions set forth in section 4 or in the Company's
By-Laws. If such transaction is not consummated within sixty (60) days,
such shares shall again be subject to the repurchase option described in
this section 6.
7. Mandatory Sale to Company. As noted in Section 6, the
Company's By-Laws restrict ownership of shares to employees of Company.
Therefore, any shares acquired pursuant to exercise of the Option granted
herein shall be sold to, and purchased by, the Company following
Employee's termination from employment with the Company. With respect to
shares acquired prior to termination from employment, such sale and
purchase shall occur within the later of 30 days following the termination
or thirteen (13) months following the date on which the shares were
acquired. With respect to shares acquired after termination from
employment pursuant to Section 3, such sale and purchase shall occur
within thirteen (13) months following the date on which the shares are
acquired. The price for a sale and purchase transaction pursuant to this
Section 7 shall be an amount equal to one times the average of the
Company's total annual operating revenues per share for the two full
calendar years immediately preceding the date of the purchase and sale
transaction, as determined by the Company's regular accountants. For
purposes of this determination, the accountants shall include all issued
and outstanding shares of the Company as well as all shares of the Company
subject to outstanding vested Options. The Company shall pay the purchase
price in substantially equal annual installments over a period of five
years. The first installment payment will be made no later than 30 days
after the date the shares are tendered for sale. Subsequent installment
amounts will be evidenced by a promissory note from the Company delivered
to the selling shareholder at the closing. The note delivered at closing
must bear a reasonable rate of interest, agreed to be prime rate,
determined as of the closing date and will provide for equal annual
installments with interest payable with each installment, the first
installment being due and payable one year after the closing date. The
note will also provide for acceleration in the event of 30 days default of
the payment on interest or principal and will grant to the Company the
right to prepay the note in whole or in part at any time or times without
penalty; provided, however, the Company may not have the right to make any
prepayment during the calendar year in which the closing date occurs.
8. Miscellaneous.
(a) This Agreement shall not confer on Employee any rights with
respect to continuance of employment with the Company or any subsidiary of
the Company, nor will it interfere in any way with the right of the
Company to terminate such employment at any time. Neither Employee nor
Employee's legal representative, legatees or distributees, as the case may
be, will be or will be deemed to be the holder of any shares subject to
the Option unless and until the Option has been exercised and the purchase
price of the shares purchased has been paid in full.
(b) The Option may not be transferred, except by will or the
law of descent and distribution to the extent provided in subsection 3(b),
and during Employee's lifetime the Option is exercisable only by Employee.
(c) If there shall be any change in the stock subject to the
Option through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other change in the corporate structure of
the Company, the Committee may, in accordance with the terms of the Plan,
make such adjustments in the number of shares and the price per share of
the shares subject to the Option as it, in its sole discretion, deems
appropriate in order to prevent dilution or enlargement of the option
rights granted hereunder.
(d) The Company shall at all times during the term of the
Option reserve and keep available such number of shares of the Company's
common stock as will be sufficient to satisfy the requirements of this
Agreement.
(e) If Employee shall dispose of any of the shares of stock
acquired upon exercise of the Option within two (2) years from the date
the Option was granted or within one (1) year after the date of exercise
of the Option, then, in order to provide the Company with the opportunity
to claim the benefit of any income tax deduction, Employee shall promptly
notify the Company of the dates of acquisition and disposition of such
shares, the number of shares so disposed of and the consideration, if any,
received for such shares.
(f) Employee agrees not to disclose the contents or any of the
terms and conditions of the Option to any person other than Employee's
spouse, accountant or legal counsel and agrees that such disclosure may
result in both immediate termination of the Option without the right to
exercise any part thereof and termination of employment with the Company.
(g) The terms and conditions set forth in this Agreement and in
the Plan shall be binding upon the Employee, the Employee's personal
representatives or the person or persons to whom Employee's rights under
the Option pass by will or by the applicable laws of descent and
distribution.
IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement on the day and year first above written.
INVESTORS MANAGEMENT
GROUP, LTD.
By: _________________________________
Its: _________________________________
_________________________________
["Employee"]
