Exhibit 10.13
FEDERATED INVESTORS, INC.
Stock Incentive Plan
1998 BONUS STOCK OPTION AGREEMENT
THIS AGREEMENT, made this 26th day of January, 1999 by and
between Federated Investors, Inc., its successors and assigns (hereinafter
called the "Company"), a Pennsylvania corporation having its principal place of
business in Pittsburgh, Pennsylvania
A
N
D
________________, an employee of the Company (hereinafter called "Participant").
Capitalized terms used in this Agreement shall, unless specifically defined
herein, have the respective meanings given to such terms in the Federated
Investors Stock Incentive Plan, as adopted as of February 20, 1998 and as the
same may be amended from time to time (the "Stock Incentive Plan").
WITNESSETH THAT:
WHEREAS, in order to provide incentives to its employees, the
Company has adopted the Stock Incentive Plan under which, among other things,
grants of options to purchase Class B Common Stock of the Company, no par value
("Common Stock"), can be made to key employees; and
WHEREAS, the Company desires to have Participant enter into or
continue in its employ and to provide Participant with an incentive to put forth
maximum effort for the success of the business;
WHEREAS, Participant has elected to receive a portion of his 1998 bonus in
the form of stock options; and
WHEREAS, subject to the terms and conditions hereinafter set
forth, the Company has granted stock options to Participant.
NOW, THEREFORE, in consideration of the mutual covenants and
representations herein contained, and intending to be legally bound, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
As used herein:
1.1 "Federated" shall mean the Company, or any corporate parent,
affiliate, or direct or indirect subsidiary thereof, or any successor to any
such entity, for which Participant performs services, regardless of whether this
Agreement has been expressly assigned to such corporate parent, affiliate, or
direct or indirect subsidiary, or successor.
ARTICLE II
GRANT OF OPTIONS
2.1 Subject to the conditions set forth in Section 2.2 hereof and
the other terms and conditions of this Agreement, the Company hereby grants to
Participant the right and option to purchase from the Company up to, but not
exceeding in the aggregate, shares of Common Stock (the "Bonus Stock Options").
The Bonus Stock Options shall have an Option Price of seventeen dollars and
sixty two and one half cents ($17.625) per share and shall have a term (the
"Option Term") beginning on the date first above written (the "Grant Date") and
ending on January 25 , 2009.
2.2 Notwithstanding Section 2.1 or any other provision of this
Agreement to the contrary, this Agreement shall become effective only if
Participant executes and delivers to the Company two counterparts of this
Agreement prior to the close of business on March 15, 1999.
2.3 The Bonus Stock Options are not intended to qualify as "incentive stock
options" within the meaning of Section 422 of the Code.
ARTICLE III
VESTING AND EXERCISABILITY
3.1 The Bonus Stock Options shall be 100% vested as of the Grant Date.
3.2 The Bonus Stock Options, or any portion thereof, may be
exercised, in whole or in part, at any time and from time to time during the
Option Term in accordance with this Agreement.
ARTICLE IV
EXERCISE AND WITHHOLDING
4.1 Bonus Stock Options shall be exercised, in whole or in part,
at the election of Participant by delivering to the Company a Notice in the form
set forth as Exhibit A, together with a check payable to the order of the
Company and/or shares of Common Stock that have been held by the Participant for
at least six months prior to the date of exercise, with a stock power executed
in blank, equal in value to the Option Price of the shares being purchased.
Shares of Common Stock surrendered in exercise of the Bonus Stock Options shall
be valued at their Fair Market Value on the date of exercise. Payment of the
exercise price may also be made in accordance with a "cashless exercise"
program, if established by the Company, under which, if so instructed by
Participant and subject to certain conditions, the Company would issue Common
Stock directly to a broker or dealer designated by the Company upon receipt of
an irrevocable written notice of exercise from Participant specifying that
shares subject to the Bonus Stock Options are to be applied in payment of the
Option Price for Bonus Stock Options.
4.2 The Company shall notify Participant of the amount of any
federal, state and local taxes required to be withheld in connection with the
exercise of any Bonus Stock Options. The Company shall be authorized to deduct
such amount from Participant's regular salary payments or other compensation
otherwise due and owing to Participant, and if the full amount of the
withholding tax cannot be recovered in this manner, Participant shall, forthwith
upon the receipt of such notice, remit the deficiency to the Company; PROVIDED,
HOWEVER, that, with the prior approval of the Board Committee, Participant may
satisfy any tax withholding requirements, in whole or in part, by (a) delivering
to the Company shares of Common Stock held by such Participant having a Fair
Market Value equal to the amount of the tax; or (b) directing the Company to
retain shares of Common Stock otherwise issuable to Participant under this
Agreement.
ARTICLE V
MISCELLANEOUS
5.1 In the event of any change or changes in the outstanding
Common Stock of the Company by reason of any stock dividend or split,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, spin-off, spin-out or other distribution of assets to shareholders,
any of which takes effect after the Grant Date of Bonus Stock Options evidenced
by this Agreement, then in any such event the number and kind of shares subject
to the Bonus Stock Options and the Option Price per share shall be appropriately
adjusted consistent with such change in such manner as the Board Committee, in
its discretion, may deem equitable to prevent substantial dilution or
enlargement of the rights granted to Participant hereunder. Any adjustment so
made shall be final and binding upon Participant and all other interested
parties.
5.2 Nothing contained in this Agreement or in the Stock Incentive
Plan shall be deemed to confer upon Participant any right to prevent or to
approve or vote upon any of the corporate actions described in Section 5.1. The
existence of the Bonus Stock Options granted hereunder shall not affect in any
way the right or the power of the Company or its shareholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
preference stocks ahead of or affecting the Common Stock or the rights thereof,
or the 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.
5.3 In the event of a merger, reorganization, consolidation,
share exchange, transfer of assets or other transaction having similar effect
involving the Company in which the Company is not the surviving corporation or
pursuant to which a majority of the shares of Common Stock are exchanged for, or
converted into, or otherwise become shares of another corporation or other
consideration, the Board Committee shall have the sole discretion to determine
that (i) the surviving, continuing, successor or purchasing corporation, as the
case may be (the "Acquiring Corporation"), will either assume the Company's
rights and obligations under this Agreement or substitute options in respect of
the Acquiring Corporation's stock for outstanding Bonus Stock Options granted
hereunder or (ii) the outstanding Bonus Stock Options shall be canceled in
exchange for such consideration as the Board Committee shall approve (based on
the value of the consideration received in the transaction by holders of Common
Stock).
5.4 Whenever the word "Participant" is used in any provision of
this Agreement under circumstances where the provision should logically be
construed to apply to the executors, the administrators, or the person or
persons to whom Bonus Stock Options may be transferred by will, by the laws of
descent and distribution or by the Participant in accordance with Section 5.5(b)
of this Agreement, the word "Participant" shall be deemed to include such person
or persons.
5.5 (a) Except as otherwise provided in Section 5.5(b), the Bonus
Stock Options granted hereunder are not transferable by Participant otherwise
than by will or the laws of descent and distribution; and no assignment or
transfer of the Bonus Stock Options granted hereunder, or of the rights
represented thereby, whether voluntary or involuntary, by the operation of law
or otherwise (except by will or the laws of descent and distribution), shall
vest in the assignee or transferee any interest or right herein whatsoever, but
immediately upon any such assignment or transfer the Bonus Stock Options shall
terminate and become of no further effect.
(b) Notwithstanding Section 5.5(a), a Participant may make one or
more gifts of Bonus Stock Options granted hereunder to members of the
Participant's immediate family or trusts or partnerships for the benefit of such
family members (the "Permissible Transferees"). All Bonus Stock Options granted
to a Participant under the Plan shall be exercisable during the lifetime of such
Participant only by such Participant, his agent, guardian, attorney-in-fact or a
Permissible Transferee of the Participant.
5.6 Participant shall not be deemed for any purpose to be a
shareholder of the Company in respect of any shares as to which the Bonus Stock
Options shall not have been exercised as herein provided, and until such shares
have been issued to Participant by the Company hereunder.
5.7 Nothing in this Agreement or the Stock Incentive Plan shall
confer upon Participant any right to continue in the employ of the Company or
shall affect the right of the Company to terminate the employment of Participant
with or without cause.
5.8 Notwithstanding any other provision hereof, Participant
hereby agrees that he or she will not exercise the Bonus Stock Options granted
hereunder, and that the Company will not be obligated to issue any shares to
Participant hereunder, if the exercise thereof or the issuance of such shares
shall constitute a violation by Participant or the Company of any provision of
any law or regulation of any governmental authority. Any determination in this
connection by the Company shall be final and binding. The Company shall in no
event be obligated to register any securities pursuant to the Securities Act of
1933 (as the same shall be in effect from time to time) or to take any other
affirmative action in order to cause the exercise of the Bonus Stock Options or
the issuance of shares pursuant thereto to comply with any law or regulation of
any governmental authority. The Company may require Participant, as a condition
of the exercise of all or any portion of the Bonus Stock Options, to represent
and establish to the satisfaction of the General Counsel of the Company that all
shares of Common Stock to be acquired upon the exercise of such Bonus Stock
Options will be acquired for investment and not for resale. The Company may
refuse to permit the sale or other disposition of any shares acquired pursuant
to any such representation until it is satisfied that such sale or other
disposition would not be in contravention of applicable state or federal
securities law.
5.9 No amounts of income received by Participant pursuant to this
Agreement shall be considered compensation for purposes of any pension or
retirement plan, insurance plan or any other employee benefit plan of the
Company unless otherwise provided in such plan.
5.10 Every notice or other communication relating to this
Agreement shall be in writing and shall be mailed or delivered to the party for
whom it is intended at such address as may from time to time be designated by it
in a notice mailed or delivered to the other party as herein provided; provided,
however, that unless and until some other address be so designated, all notices
or communications by Participant to the Company shall be mailed or delivered to
the Secretary of the Company at its office at Federated Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000, and all notices or communications by the Company
to Participant may be given to Participant personally or may be mailed to him or
her.
5.11 This Agreement and its validity, interpretation, performance
and enforcement shall be governed by the laws of the Commonwealth of
Pennsylvania, other than the conflict of law provisions thereof.
5.12 The Bonus Stock Options shall be subject to the terms and
conditions set forth in the Stock Incentive Plan, which is incorporated by
reference into this Agreement in its entirety, and in the event of any conflict
between the provisions of this Agreement and those of the Stock Incentive Plan,
the Stock Incentive Plan provisions shall govern.
5.13 This Agreement will be binding upon and inure to the benefit
of Participant's heirs and representatives and the assigns and successors of the
Company and may be assigned by the Company to any third party, but neither this
Agreement nor any rights hereunder will be assignable or otherwise subject to
hypothecation by Participant.
5.14 Except as stated hereafter, this Agreement represents the
entire agreement of the parties with respect to the subject matter hereof. The
Agreement may be amended or terminated at any time by written agreement of the
parties hereto.
5.15 Whenever possible, each provision in this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement will be held to be prohibited by or
invalid under applicable law, then (a) such provisions will be deemed amended to
accomplish the objectives of the provisions as originally written to the fullest
extent permitted by law and (b) all other provisions of this Agreement will
remain in full force and effect.
5.16 Any dispute or litigation arising out of or relating to this
Agreement will be resolved in the courts of Allegheny County or the Western
District of Pennsylvania and Participant hereby consents to jurisdiction in
Pennsylvania.
5.17 No rule of strict construction will be implied against the
Company, or any other person in the interpretation of any of the terms of this
Agreement or any rule or procedure established by the Board Committee.
5.18 Participant agrees, upon demand of the Company, to do all
acts and execute, deliver and perform all additional documents, instruments and
agreements which may be required by the Company to implement the provisions and
purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
FEDERATED INVESTORS, INC.
By ___________________________
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(Title)
PARTICIPANT
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2
EXHIBIT A
STOCK OPTION EXERCISE FORM
FEDERATED INVESTORS, INC.
BONUS STOCK OPTIONS
1. OPTIONS EXERCISED
INDICATE THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH YOU ARE
EXERCISING BONUS STOCK OPTIONS AND THE TOTAL OPTION PRICE FOR THE SHARES:
I hereby elect to exercise Bonus Stock Options to purchase __________
shares of Common Stock of Federated Investors, Inc. The total option
price for the shares being purchased is $__________________. The Grant
Date of Bonus Stock Option Agreement to which this exercise relates is:
____________________________.
2. METHOD OF EXERCISE
CHOOSE ONE OF THE METHODS OF EXERCISE LISTED BELOW:
_____ CASH PAYMENT OF OPTION PRICE
I have enclosed a check in the amount of $_____________
in full or partial payment for the shares.
_____ PAYMENT OF EXERCISE PRICE BY DELIVERY OF SHARES
I have enclosed stock certificate no(s). ___________,
together with stock powers endorsed in blank, representing
____________ shares of Class B Common Stock of Federated
Investors, Inc.. I acknowledge that the shares of Common
Stock represented by this/these certificate(s) have been
held by me for at least six months.
_____ CASHLESS EXERCISE THROUGH BROKER
Name, address, telephone number and fax number of broker
designated or approved for this purpose by Federated Investors, Inc.:
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3. NAME, ADDRESS, TELEPHONE NUMBER AND SOCIAL SECURITY NUMBER
PLEASE INDICATE YOUR NAME, ADDRESS, TELEPHONE NUMBER AND SOCIAL SECURITY
NUMBER BELOW:
Name:
PLEASE USE YOUR EXACT NAME, AS YOU WOULD LIKE IT TO
APPEAR ON YOUR STOCK CERTIFICATES
Address:
YOUR STOCK CERTIFICATES WILL BE DELIVERED TO THIS ADDRESS
UNLESS YOU INDICATE OTHERWISE.
Telephone:
SS #:
4. FEDERAL INCOME TAX WITHHOLDING
PLEASE INDICATE BELOW THE MANNER IN WHICH FEDERATED INVESTORS, INC.
SHOULD SATISFY THE TAX WITHHOLDING OBLIGATION APPLICABLE TO THE EXERCISE OF YOUR
OPTIONS:
_____ CASH PAYMENT OF FEDERAL WITHHOLDING TAXES
I have enclosed $_____________ as payment in full for the
federal income taxes required to be withheld by Federated
Investors, Inc. with respect to this option exercise.
_____ WITHHOLDING OF SHARES
Please withhold __________ shares of Class B Common Stock
from the number of shares otherwise issuable to me as a result of the option
exercise.
5. SIGNATURE
I hereby elect to exercise my stock options in accordance with the terms
and provisions of this Stock Option Exercise Form.
____________________________________
SIGNATURE DATE
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PRINT NAME
If you have any questions about the exercise of your stock options or the
use of this form, please contact Xxxxxx X. Xxxxx, Senior Corporate Counsel at
(000) 000-0000.
