EXHIBIT 10.17
NONQUALIFIED STOCK OPTION
NONQUALIFIED STOCK OPTION AGREEMENT dated as of November 11, 2002, between
MIDAS, INC., a Delaware corporation (the "Corporation"), and XXXXXX X.
XXXXXXXXX, a Director of the Corporation (the "Holder").
WHEREAS, the Corporation desires, by affording the Holder an opportunity to
purchase shares of the Corporation's Common Stock as hereinafter provided, to
carry out the purposes of the Corporation's Stock Incentive Plan (the "Plan"),
as adopted by the Board of Directors of the Corporation on November 21, 1997;
and
WHEREAS, the Compensation Committee of the Board of Directors of the Corporation
(the "Committee") has duly made all determinations necessary or appropriate to
the grant hereof.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto have agreed, and do hereby
agree, as follows:
1. The Corporation hereby irrevocably grants to the Holder, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, the right and option (the "Option"), to purchase THIRTY-FIVE THOUSAND
(35,000) shares of Common Stock of the Corporation on the terms and conditions
herein set forth.
2. For each of said shares purchased, the Holder shall pay to the Corporation
$7.31 per share (the "Option Price").
3. Subject to the provisions of paragraphs 7 and 8 hereof, this Option shall be
for a term of ten years from the date of this Agreement and shall become
exercisable as to one-third of the shares covered by this Option on the first
anniversary hereof, as to two-thirds of the shares covered by this Option on the
second anniversary hereof (reduced by such number of shares as may have
theretofore been purchased hereunder), and as to all shares covered by this
Option and not theretofore purchased on the third anniversary hereof. The
Corporation shall not be required to issue any fractional shares upon exercise
of this Option, and any fractional interests resulting from the calculation of
the number of shares in respect of which this Option may be exercised prior to
the third anniversary hereof shall be rounded down to the nearest whole share.
Except as provided in paragraphs 7 and 8 hereof, this Option may not be
exercised unless the Holder shall, at the time of exercise, be a Director of the
Corporation, as defined in the Plan.
4. This Option may be exercised only by one or more notices in writing of the
Holder's intent to exercise this Option, accompanied by payment by check to the
Corporation in an amount equal to the aggregate Option Price of the total number
of whole shares then being purchased. Unless otherwise specified by the
Corporation, each such notice and check shall be delivered to the Treasurer of
the Corporation, at the principal office of the Corporation or, at the risk of
the Holder, mailed to the Treasurer at said office.
5. Following the exercise of this Option, the Corporation will advise the Holder
of the applicable Federal and state income taxes required to be withheld by
reason of such exercise. Thereupon, the Holder shall forthwith deliver to the
Corporation a check payable to the Corporation representing said taxes.
6. This Option is not transferable by the Holder otherwise than by will or the
laws of descent and distribution and may be exercised, during the lifetime of
the Holder, only by the Holder.
7. In the event the Holder is no longer a Director of the Corporation, other
than by reason of death, the Holder may exercise this Option at any time within
three months (or one year, if the Holder is permanently and totally disabled
within the meaning of Section 22(e)(3) of the Federal Internal Revenue Code)
after the date he last serves as a Director, but only if and to the extent this
Option was exercisable on that date, and in no event after the date on which
this Option would otherwise terminate.
8. In the event of the death of the Holder, then this Option may be exercised by
the legatees under the last will of the Holder, or by the personal
representatives or distributees of the Holder, at any time within a period of
nine months after the Holder's death, but only if and to the extent this Option
was exercisable at the date of death (unless death occurs while the Holder is a
Director of the Corporation, in which case all shares subject to this Option
shall be fully exercisable), and in no event after the date on which this Option
would otherwise terminate.
9. If, prior to the termination of this Option, the number of outstanding shares
of Common Stock of the Corporation shall be increased or decreased by reason of
a stock split, stock dividend, reverse stock split or combination thereof, then
the number of shares at the time subject to this Option, the number of shares
reserved for issuance pursuant to exercise hereof, and the Option Price per
share shall be proportionately adjusted without any change in the aggregate
Option Price therefor.
10. If, prior to the termination of this Option, the outstanding shares of
Common Stock of the Corporation shall be affected by any change other than those
specifically mentioned in the preceding paragraph (e.g., by reason of a
spin-off, split-up, recapitalization, merger, consolidation, combination or
exchange of shares), then the aggregate number and class of shares thereafter
subject to this Option and the Option Price thereof, and the number and class of
shares reserved for issuance pursuant to exercise hereof, may be appropriately
adjusted in such manner as the Committee shall in its sole discretion determine
to be equitable and consistent with the purposes of the Plan. Such determination
shall be conclusive for all purposes of this Option.
11. This Option and each and every obligation of the Corporation hereunder are
subject to the requirement that if at any time the Corporation shall determine,
upon advise of counsel, that the listing, registration, or qualification of the
shares covered hereby upon any securities exchange or under any state or Federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the granting of
this Option or the purchase of shares hereunder, this Option may not be
exercised in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors of the Corporation.
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12. In the event of a "change in control" or a "Pooling Transaction," as those
terms are defined in the Plan, the Holder shall have all of the rights specified
in Paragraph 10(B) and, if applicable, Paragraph 10(D) of the Plan.
13. Nothing herein contained shall confer on the Holder any of the rights of a
shareholder with respect to any of the shares subject to this Option until such
shares shall be issued upon the exercise of this Option; affect the Holder's
right to participate in and receive benefits under and in accordance with the
provisions of any pension, profit-sharing, insurance, or other employee benefit
plan or program of the Corporation in which Holder may be otherwise entitled to
participate; or limit or otherwise affect the right of the Board of Directors of
the Corporation (subject to any required approval by the shareholders) at any
time or from time to time to alter, amend, suspend or discontinue the Plan and
the rules for its administration; provided, however, that no termination or
amendment of the Plan may, without the consent of the Holder, adversely affect
the Holder's rights under this Option.
IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has been duly
executed by the Corporation and the Holder as of the day and year first above
written.
MIDAS, INC. Holder:
By:
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Acting Chief Executive Officer XXXXXX X. XXXXXXXXX
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