EXHIBIT A
to
PERFORMANCE SHARE PLAN
EXPRESS AMERICA HOLDINGS CORPORATION
PERFORMANCE SHARE AGREEMENT
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BY THIS PERFORMANCE SHARE AGREEMENT ("Agreement") made and entered into
as of this ____ day of ____________, 19__, EXPRESS AMERICA HOLDINGS CORPORATION,
a Delaware corporation (the "Company"), and _________________________, (the
"Participant"), hereby state, confirm, represent, warrant and agree as follows:
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RECITALS
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1.1 The Company has adopted the 1996 Performance Share Plan (as amended
from time to time, the "Plan"). The Plan is administered by the Compensation
Committee of the Board of Directors of the Company or by the Board (as
applicable, hereafter referred to as the "Committee").
1.2 By this Agreement, the Company and the Participant desire to
establish the terms upon which the Company will grant to the Participant, and
the Participant will accept from the Company, an award of Performance Shares
(such term, and other capitalized terms used without definition herein, having
the meaning attributed to such term in the Plan) under the Plan.
1.3 The "Grant Date" for all purposes of this Agreement is
______________, 199__. The Company and the Participant acknowledge and agree
that the Performance Shares evidenced by this Agreement shall vest in five equal
annual installments beginning on the first anniversary of the Grant Date.
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AGREEMENTS
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2.1 Grant of Performance Shares. The Company grants to the Participant
______________ Performance Shares, said Performance Shares being subject to all
of the terms and conditions set forth in the Plan, which terms and conditions
are hereby incorporated herein by reference.
2.2 Exercise of Performance Shares. Exercise of the Performance Shares
shall entitle the Participant to receive shares of the Common Stock of the
Company on the basis of one share of
stock for each Performance Share, subject to the vesting and other provisions of
this Agreement. Subject to Section 8 of the Plan, the Participant may exercise
his or her vested Performance Shares, in whole or in part, by delivering to the
Company written notice of exercise, specifying the number of vested Performance
Shares to which the exercise relates.
2.3 Vesting and Exercise of Performance Shares. Subject to the
provisions of Paragraph 2.4 of this Agreement, the Performance Shares shall vest
(and thereby first become exercisable) with respect to one-fifth (20%) of the
Performance Shares evidenced hereby Stock on each of the first five
anniversaries of the Grant Date.
2.4 Termination of Performance Shares. Except as otherwise provided
herein, the Performance Shares subject to this Agreement, to the extent not
theretofore duly exercised, shall terminate upon the first to occur of the
following dates:
(a) On the tenth (10th) anniversary of the Grant Date;
(b) Except as otherwise provided in clause (c) below,
expiration of thirty (30) days from the date the Participant's
employment with the Company or a Subsidiary terminates for any reason
other than Cause; if such termination is due to Cause, all unexercised
Performance Shares shall terminate immediately upon such termination of
employment; and
(c) Expiration of twelve (12) months from the date the
Participant's employment with the Company or a Subsidiary terminates
due to the Participant's death or disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code).
2.5 Notices. Any notice to be given under the terms of this Agreement
("Notice") shall be addressed to the Company in care of its secretary at its
then current corporate headquarters. Notice to be given to the Participant shall
be addressed to the Participant's address shown on the books and records of the
Company, or at such other address as the Participant shall designate by Notice.
Notice to the Company shall be deemed duly given when received
by the Company. Notice to the Participant shall be deemed duly given when
deposited by certified or registered mail, postage paid and return receipt
requested, in a post office or branch post office regularly maintained by the
United States Government.
2.6 Participant Not a Shareholder. The Participant shall not be deemed
for any purposes to be a shareholder of the Company with respect to any of the
Performance Shares, except to the extent that Performance Shares herein granted
shall have been exercised and with respect thereto the Company has elected to
pay the Compensation Amount in shares of Common Stock and a stock certificate
has been issued therefor.
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2.7 Disputes or Disagreements. As a condition of the granting of the
Performance Shares herein granted, the Participant agrees, for himself, his
heirs and his personal representatives, that any disputes or disagreements which
may arise under or as a result of or pursuant to this Agreement shall be
determined by the Committee in its sole discretion, and that any such
determination shall be final, binding and conclusive. In the event of any
conflict between this Agreement and the Plan, the Plan shall control.
2.8 Miscellaneous. This Agreement (together with the Plan) sets forth
the complete agreement between the parties with respect to the Performance
Shares granted hereby, and supersedes any and all prior agreements, both oral
and written. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware and the terms set forth in the Plan,
which terms are incorporated herein by this reference.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the Participant and by the Company through its duly authorized officer.
DATE: __________________, ____
EXPRESS AMERICA HOLDINGS CORPORATION
By___________________________________
Its_________________________________
"COMPANY"
_____________________________________
"OPTIONEE"
