INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the 30th day of June
1997 by and between BLC FINANCIAL SERVICES, INC., a Delaware corporation with
offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the
"Company") and FIELD(1) with offices at FIELD(2) (hereinafter called the
"Director").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has determined that
the interests of the Company will be advanced by encouraging and enabling
certain independent directors of the Company to acquire proprietary shares in
the Company, thus providing them with a more direct concern for the Company's
welfare and assuring a closer identification of their interests with those of
the Company; and
WHEREAS, the Board of Directors of the Company has resolved to
facilitate the acquisition by such directors of such proprietary shares in the
Company through the medium of the Company's Stock Option Plan (the "Plan"), the
provisions of which are incorporated in this Agreement as if fully set forth
herein; and
WHEREAS, the Board of Directors of the Company has determined that
the director is one of those individuals, referred to above, to whom an option
should be granted under the Plan; and
WHEREAS, the Plan and the grant of these options will be presented
to stockholders for approval, and is subject to such approval.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable considerations, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Subject to shareholder approval, the Company hereby grants to
the Director, as a matter of separate inducement and agreement in connection
with his position as an independent director of the Company, and not in lieu of
any salary or other compensation for his services, the right and option (the
"Option") to purchase, on the terms and conditions hereinafter set forth, all or
any part of an aggregate of 20,000 shares of the presently-authorized Common
Stock of the Company of the par value of one cent ($.01) per share (the
"Shares") , at the purchase price of $.90 per share.
2. The term of the Option shall commence on the date of its grant
(which is the date of this Agreement) and shall terminate 5 years from such
date, unless it is sooner terminated as provided in this Agreement.
3. The Director may exercise the Option, from time to time in his
discretion, to purchase all or any part of the maximum number of Shares which
may then be purchased by him in accordance with the provisions of this
Agreement. In no case may the Director exercise the Option to purchase a
fraction of a Share.
4. The Director shall exercise the Option by giving written notice
thereof to the Company. Such notice shall specify the number of Shares to be
purchased by such exercise, and shall be accompanied by the Director's payment
of the full purchase price for the Shares to be so purchased. The purchase price
shall be payable in cash; provided, however, that the purchase price may be paid
in whole or in part by the exchange of Common Stock of the Company.
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5. The Option may not be transferred, assigned, pledged,
hypothecated or otherwise disposed of (whether by operation of law or otherwise)
except pursuant to a Qualified Domestic Relations Order, as defined in Internal
Revenue Code Section 414(p) ("QDRO"), or by will or the laws of descent and
distribution. The Option shall be exercised during the lifetime of the Director
only by him.
6. The Option shall not be subject to execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of the Option (except pursuant to a QDRO), or upon a levy or
any attachment or similar process with respect to the Option, the term of the
Option shall terminate and the Option shall immediately become null and void.
7. (a) The Option may be exercised within 12 months after the date
of the Director's termination of employment on account of his death or his
disability (within the meaning of Internal Revenue Code Section 22(e)(3)), but
only to the extent it was otherwise exercisable at the date of his termination
of employment.
(b) The Option may be exercised within three (3) months after
the date of the Director's termination of employment for any reason other than
on account of his death or disability, but only to the extent it was otherwise
exercisable at the date of his termination of employment.
(c) The provisions of this Section shall in no event operate
to extend the term of the Option beyond the time limit provided for in Section
2.
8. Notwithstanding any other provision of this Agreement, if
(a) the Director is convicted of a felony in a court of law,
or
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(b) the Director commits any act of dishonesty or moral
turpitude which adversely affects the business of the
Company, or
(c) the Director discloses to any person any confidential
information or trade secrets of the Company,
the Board of Directors of the Company or any Committee appointed by it to
administer the Plan (collectively, the "Committee") may, in its sole discretion,
terminate the term of the Option and the Option shall thereupon become null and
void.
(a) The Option shall be exercisable only if, at the date of
exercise, the Shares are included in a current registration statement effective
under the Securities Act of 1933 (the "Act") or, in the opinion of counsel to
the Company, its exercise would not violate, or cause the Company to be in
violation of, the Act.
(b) The Company will use its best efforts, throughout the term
of the Option, to maintain a current registration statement effective under the
Act covering the Shares if, in the opinion of counsel to the Company, such
registration statement is required. Notwithstanding the foregoing, it is
specifically understood and agreed that neither the Company nor any of its
officers, directors or Directors shall have any liability, hereunder or
otherwise, in the event the Option shall not be exercisable or its exercise is
delayed on account of the Company's failure to maintain such a registration
statement as aforesaid.
(c) The Director agrees for himself, his heirs and legal
representatives that no Shares shall be sold, transferred, pledged or otherwise
disposed of unless, in the opinion of counsel for the Company, such sale,
transfer, pledge or other disposition is made in compliance with the provisions
of the Act. The Committee may direct that certificates representing the Shares
be inscribed with a legend setting forth the terms of this paragraph.
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10. In the event that, prior to the delivery by the Company of all
the Shares, there shall be any change in the outstanding Common Stock of the
Company by reason of any share dividend, recapitalization, merger,
consolidation, split-up, combination or exchange of shares, or the like, without
the payment of any consideration for such change, either in money, services or
property, the number of Shares deliverable upon the exercise of the Option, and
the option price, shall be proportionately adjusted (but without regard for
fractional shares) by the Committee. The determination of the Committee in each
such case shall be conclusive and binding on the Company and the Director and
his legal representatives.
11. Neither the Director nor his legal representatives shall have
any of the rights or privileges of a stockholder of the Company with respect to
any of the Shares unless and until certificates representing such Shares shall
have been delivered pursuant to the terms of this Agreement.
12. The Committee shall have the authority to make reasonable
constructions of the Option, and to correct any defect or supply any omission or
reconcile any inconsistency in the Option, and to prescribe reasonable rules and
regulations relating to the administration of the Option and other options
granted under the Plan.
13. Any notice to be given under this Agreement shall be deemed to
have been given when received by the party for whom such notice is intended at
his or its address set forth above, or at such other address as such party shall
have specified by notice similarly given.
14. This Agreement shall be binding upon the parties hereto, their
heirs, executors, administrators or successors.
15. This Agreement shall be interpreted in accordance with the laws
of the State
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of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day, month and year first above written.
BLC FINANCIAL SERVICES, INC.
By: __________________________
Attest:
__________________________________
_______________________________
FIELD(1), Director
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