EXHIBIT 10.2
INFORMATION MANAGEMENT ASSOCIATES, INC.
1991 Nonqualified Stock Option Agreement
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Agreement made this ____ day of __________, 199__ between INFORMATION
MANAGEMENT ASSOCIATES, INC., a Connecticut corporation (hereinafter called the
"Corporation"), and ___________ (hereinafter called the "Grantee").
WHEREAS, the Information Management Associates, Inc. 1991 Stock Option Plan
was adopted by the Board of Directors of the Corporation on October 28, 1991 and
was approved by the shareholders of the Corporation on October 28, 1991.
WHEREAS, the Corporation desires to provide the Grantee with an opportunity
to acquire or increase his proprietary interest in the business of the
Corporation and, through stock ownership, to possess an increased personal
interest in its continued success and progress;
NOW, THEREFORE, 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 pursuant to the nonqualified stock option
provisions contained in Part III of 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 2 of Part IV of 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 October 30, 1991.
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 unexercised rights shall lapse and forever terminate
after the expiration of ten years from the date of this Agreement.
4. Termination of Employment. If the Grantee's employment with the
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Corporation is terminated other than by disability or death, the term of any
then outstanding 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 such last date of employment.
If the Grantee's employment with the Corporation is terminated by
reason of disability, the term of any then outstanding option held by the
Grantee shall be extended for a period ending on the earlier of the date on
which such option would otherwise expire or one year after the Grantee's last
date of employment, and such option shall be exercisable to the extent it was
exercisable as of such last date of employment. If the Grantee's employment with
the Corporation is terminated by reason of death, the term of any then
outstanding 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 the Grantee's last date of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment.
The representative of a deceased Grantee's 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 option in whole or
in part.
5. Manner of Exercise. Full payment for the shares purchased shall be
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made at the time of any exercise of 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 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.
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6. Rights of Grantee. The grant of any option in any year shall give such
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Grantee neither any right to similar grants in future years nor any right to be
retained as an employee of the Corporation, such employment being terminable to
effect. 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 herein, an
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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. [RESERVED]
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 registered mail to the
Corporation at its office, 0000 Xxxx Xxxxxx, Xxxxxxxx, 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
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Stock under this option, and the transferability of shares acquired by the
exercise of this option, 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;
(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; and
(c) Each stock certificate issued pursuant to a Stock Option shall
bear the following legend and any legend deemed to be required by
the Corporation under federal and state securities laws:
"The transferability of this certificate and the shares of Stock
represented hereby are subject to restrictions, terms and
conditions contained in the Information Management 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."
(d) The Grantee shall agree to be bound by and the Stock issued to him
shall be subject to, a certain amended and restated Shareholders
Agreement dated October 29, 1991 among the shareholders of the
Corporation and the Corporation, and any subsequent amendments to
such Shareholders Agreement, and the Stock issued to the Grantee
shall contain any legend required under said Shareholders
Agreement.
12. Miscellaneous. This agreement comprises the whole agreement between
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the parties hereto. It may not be modified or terminated orally, and it shall
be deemed to be a Connecticut
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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 inure to the benefit of and shall be binding upon the Grantee's heirs,
legal representatives, and successors.
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 ______________________________
GRANTEE:
_________________________________
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