Exhibit 10.3
MASTER FORM
[Copy to Complete]
INFORMATION MANAGEMENT ASSOCIATES, INC.
Non-Qualified Stock Option Agreement
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Non-Qualified Stock Option Agreement (the "Agreement") made as of this
__th day of _______, 199_ between INFORMATION MANAGEMENT ASSOCIATES, INC., a
Connecticut corporation, (hereinafter called the "Corporation") and
_____________ (hereinafter called the "Grantee").
In consideration of the premises, the mutual covenants hereinafter set
forth, and other good and valuable consideration, the Corporation and the
Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the Grantee, as a
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matter of separate inducement and agreement, and not in lieu of salary or any
other compensation for services, options to purchase an aggregate of ________
shares of the Corporation's Common Stock ("Stock") pursuant to the nonqualified
stock option provisions contained in Part III of the Amended and Restated
Information Management Associates, Inc. 1991 Stock Option Plan (the "Plan"), on
the terms and conditions hereinafter set forth, at the purchase price of
$_______ per share (such shares, number of shares and purchase price being
subject to adjustment as provided in Paragraph 9 below). Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Plan.
2. Terms of Plan. The Plan, a copy of which is attached hereto, is
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incorporated herein by reference and is made part of this Agreement as if fully
set forth herein. This Agreement is subject to, and the Corporation and the
Grantee agree to be bound by, all of the terms and conditions of the Plan as the
same exists at the time this Agreement was entered. The Plan shall control in
the event there is any express conflict between the Plan and the terms hereof,
and on such matters that are not expressly covered in this Agreement.
Subsequent amendments of the Plan shall not adversely affect the Grantee's
rights under this Agreement.
3. Exercise of Option. The stock option granted pursuant to this
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Agreement is exercisable for all or any part of the shares covered hereby on or
after __________, 199_.
Each exercise must encompass at least 100 shares. In the event the
Grantee's exercise includes a fractional share, the Corporation will not be
required to issue a fractional share but will pay the Grantee in cash the value
of such fraction. All
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unexercised rights shall lapse and forever terminate after the expiration of ten
years from the date of this Agreement.
4. Termination of Employment.
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(a) If Grantee's employment is terminated, including termination
by retirement at or after age 65 or by reason of Disability (other than for
Cause or voluntary termination prior to retirement at or after age 65 or
death) the terms of any then outstanding Non-Qualified Stock Option held by
the Grantee shall extend for a period ending on the earlier of the date on
which such option would otherwise expire or three months after such
termination of employment, and such option shall be exercisable to the
extent it was exercisable as of the date of termination of employment.
(b) If Grantee's employment is terminated for Cause or if the
Grantee shall have voluntarily terminated employment other than by
retirement at or after age 65, the term of any then outstanding Non-
Qualified Stock Option held by the Grantee shall terminate immediately and
shall not be exercisable after the date of termination of employment.
(c) If Grantee's employment is terminated by death, the
representative of his estate or beneficiaries thereof to whom the option has
been transferred shall have the right during the three month period
following his death to exercise any then outstanding Non-Qualified Stock
Options in whole or in part. If a Grantee dies within three months after his
retirement without having fully exercised any then outstanding Non-Qualified
Stock Options, the representative of his estate or beneficiaries thereof to
whom the option has been transferred shall have the right during such three
month period to exercise such options in whole or in part. The number of
shares of Stock in respect of which a Non-Qualified Stock Option may be
exercised after a Grantee's death shall be the number of shares in respect
of which such option could be exercised as of the date of the Grantee's
death or retirement, whichever occurs first. In no event may the period for
exercising a Non-Qualified Stock Option extend beyond the date on which such
option would otherwise expire.
5. Manner of Exercise. Full payment for the shares purchased shall
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be made at the time of any exercise of options pursuant to this Agreement. The
purchase price shall be payable to the Corporation in United States dollars in
cash or by check, bank draft, or postal or express money order. Subject to the
terms and conditions hereof, the options shall be exercisable by notice to the
Corporation on the form provided by the Corporation, a copy of
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which is attached hereto. In the event that the options are being exercised by
any person or persons other than the Grantee, the notice shall be accompanied by
proof, satisfactory to the Corporation, of the right of such person or persons
to exercise any right under this Agreement.
6. Rights of Grantee. The grant of any option in any year shall give
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such Grantee neither any right to similar grants in future years nor any right
to be retained as an employee of the Corporation. The right and power of the
Corporation to dismiss or discharge any participant is specifically
unqualifiedly unimpaired by this Agreement.
Neither the Grantee nor any other person legally entitled to exercise
any rights under this Agreement shall be entitled to any of the rights or
privileges of a stockholder of the Corporation with respect to any shares which
may be issuable upon any exercise pursuant to this Agreement, unless and until a
certificate or certificates representing such shares shall have been actually
issued and delivered to the Grantee or such person.
7. Non-Transferability of Option. Except as otherwise provided
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herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
8. Taxes and Withholding. All payments to a Grantee or to his legal
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representative shall be subject to any applicable tax, community property, or
other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
9. Reorganization; Adjustment.
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A. Reorganization. In case the Corporation is merged or
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consolidated with another corporation and the Corporation is not the surviving
corporation, or in case the property or stock of the Corporation is acquired by
any other corporation, or in case of a reorganization or liquidation of the
Corporation, the Board of Directors of the Corporation or the board of directors
of any corporation assuming the obligations of the Corporation hereunder,
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shall, as to any outstanding stock options under this Agreement, either (i) make
appropriate provision for the protection of any such outstanding options by the
substitution on an equitable basis of appropriate stock of the Corporation or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect of the shares of Stock, provided only that the excess of the
aggregate fair market value of the shares subject to this Agreement immediately
after such substitution over the purchase price thereof is not more than the
excess of the aggregate fair market value of the shares subject to this
Agreement immediately before such substitution over the purchase price thereof,
(ii) upon written notice to the Grantee, provide that all unexercised stock
options under this Agreement must be exercised within a specified number of days
of the date of such notice or such stock options will be terminated, or (iii)
upon written notice to the Grantee, provide that the Corporation or the merged,
consolidated or otherwise reorganized corporation shall have the right, upon the
effective date of any such merger, consolidation, sale of assets or
reorganization, to purchase all stock options held by the Grantee and
unexercised as of that date at an amount equal to the aggregate fair market
value on such date of the shares subject to the stock options held by the
Grantee, over the aggregate purchase price therefor, such amount to be paid in
cash or, if stock of the merged, consolidated or otherwise reorganized
corporation is issuable in respect of the shares of the Stock, then, in the
discretion of the Board, in stock of such merged, consolidated or otherwise
reorganized corporation equal in fair market value to the aforesaid amount. In
any such case the Board shall, in good faith, determine fair market value.
B. Adjustment Provisions. If the shares of Stock outstanding are
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changed in number or class by reason of a split-up, merger, consolidation,
reorganization, reclassification, recapitalization, or any capital adjustment,
including a stock dividend, or if any distribution is made to the holders of
common stock other than a cash dividend, then
(a) the number and class of shares or other securities which are
issuable under this Agreement, and
(b) the purchase price to be paid per share under this Agreement,
shall be adjusted in an equitable manner by the Board, whose determination as to
what adjustments shall be made, and the extent thereof, shall be final, binding,
and conclusive.
10. Notices. Each notice to the Corporation relating to this Agreement
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shall be in writing and delivered in person or by
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registered mail to the Corporation at its office, Xxx Xxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxxx 00000, to the attention of the Chief Financial Officer. All notices
to the Grantee or other person or persons then entitled to exercise any right
pursuant to this agreement shall be delivered to the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
11. Restriction on Shares. The Corporation's obligation to issue or
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deliver any certificate or certificates for shares of Stock under this
Agreement, and the transferability of shares acquired by the exercise of these
options, shall be subject to all of the following conditions:
(a) any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in effect of any
such registration or other qualification which the Corporation shall, in its
absolute discretion upon the advice of counsel, deem necessary or advisable
provided that, the Corporation shall have no obligation to register any
securities of the Corporation issued to or held by the Grantee;
(b) the obtaining of any other consent, approval, or permit from
any state or federal governmental agency which the Corporation shall, in its
absolute discretion upon the advice of counsel, determine to be necessary or
advisable;
(c) each stock certificate issued pursuant to this Agreement
shall bear the following legends and any other legend deemed to be required
by the Corporation under federal and state securities laws:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act") or under state securities laws. The securities may not be
sold, transferred, pledged or hypothecated unless such securities
are registered under the Act or pursuant to an opinion of counsel
acceptable to Information Management Associates, Inc. that such
registration is not required"; and
"The transferability of this certificate and the shares of Stock
represented hereby are subject to restrictions, terms and
conditions contained in the Amended and Restated Information
Management
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Associates, Inc. 1991 Stock Option Plan and an Agreement between
the registered owner of such Stock and Information Management
Associates, Inc. A copy of the Plan and Agreement are on file in
the office of the Secretary of Information Management Associates,
Inc.".
12. Miscellaneous. This Agreement comprises the whole agreement
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between the parties hereto. It may not be modified or terminated orally, and it
shall be deemed to be a Connecticut contract, subject to construction and
enforcement in accordance with the laws of Connecticut.
This Agreement shall inure to the benefit of, and be binding upon,
each successor of the Corporation and, to the extent specifically provided
herein and in the Plan, shall inure to the benefit of and be binding upon the
Grantee's heirs, legal representatives, and successors.
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IN WITNESS WHEREOF, this Agreement is executed by the Grantee and by
the Corporation through its duly authorized officer or officers as of the day
and year first above written.
GRANTOR:
INFORMATION MANAGEMENT
ASSOCIATES, INC.
By:___________________________
Name:
GRANTEE:
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Name:
Address:
Social Security No.:
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
INFORMATION MANAGEMENT ASSOCIATES, INC.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Chief Financial Officer
Gentlemen:
I wish to purchase the following shares of Common Stock by exercising
the options granted to me on ________________ pursuant to a Stock Option
Agreement, dated __________________:
Nonqualified stock option shares: _____________________
The purchase price for these shares is $______ per share. My check
payable to Information Management Associates, Inc. in the amount of
$_______________ in payment of the purchase price is enclosed. Please issue the
stock certificate(s) for these shares in my name as follows:
______________________________________
*Name
______________________________________
______________________________________
Address
______________________________________
Social Security Number
I understand and acknowledge that neither the stock options granted to
me under the Stock Option Agreement or the shares to be issued to me upon
exercise thereof have been registered under the Securities Act of 1933, as
amended (the "Act") or under state securities laws. I am acquiring such shares
for investment and not with a view to the distribution thereof. I have been
provided with financial and other information regarding Information Management
Associates, Inc. ("IMA") sufficient to enable me to make an informed investment
decision with respect to the purchase of the shares and have had an opportunity
to ask questions of and receive answers from management of IMA with respect to
its financial condition, results of operations and material aspects of its
business. I understand and agree that the Company is under no obligation to
register the shares and that I must hold the shares indefinitely unless such
shares are registered
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under the Act or there is an exemption from the registration requirements of the
Act which applies to any proposed transfer.
Sincerely yours,
_______________________________
Signature
(____)__________(____)_________
Office Telephone/Home Telephone
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* If you wish to have the shares issued in your name and that of another
person jointly, we suggest that the following form be used: "(Your name) and
(name of other person), as joint tenants with right of survivorship."
