M/I HOMES, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES
Exhibit
10.1
M/I
HOMES, INC.
2009
LONG-TERM INCENTIVE PLAN
FOR
EMPLOYEES
M/I
Homes, Inc. (the “Company”) hereby grants to the undersigned Participant the
following Nonqualified Stock Option (the “Option”) pursuant to the terms and
conditions of the M/I Homes, Inc. 2009 Long-Term Incentive Plan (the “Plan”) and
this Nonqualified Stock Option Award Agreement (this “Award
Agreement”).
1. Name
of
Participant: ______________________________
2. Grant
Date: _________________________
(the “Grant Date”)
3. Number
of Shares Subject to
Option: ______________________________
4. Exercise
Price Per
Share: _____________
[Insert 100% FMV on Grant Date]
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5. Vesting:
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The
Option will vest and become exercisable with respect to one-fifth of the
Shares subject to the Option on December 31 of the year in which the Grant
Date occurs and with respect to an additional one-fifth of the Shares
subject to the Option each of the first, second, third and fourth
anniversaries of such date, subject to the Participant’s continued
employment with the Company or an Affiliate on the applicable anniversary
date. Notwithstanding the foregoing, the Option shall become
fully vested and exercisable upon the Participant’s death, Disability or
Retirement.
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6. Exercise:
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A. Time
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The
vested portion of the Option may be exercised at any time prior to the
tenth anniversary of the Grant Date (the “Expiration Date”) except: (i) to
the extent that the Committee provides otherwise in connection with a
Change in Control; or (ii) in the event of the Participant’s termination
of employment prior to the Expiration Date, the vested portion of the
Option, if any, will remain exercisable for the period specified
below:
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a.
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If
the Participant’s employment terminates due to death, Disability or
Retirement, the vested portion of the Option may be exercised at any time
prior to the Expiration Date.
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b.
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If
the Participant’s employment terminates for Cause, the Option (whether or
not exercisable) will be forfeited in its entirety on the date of such
termination.
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c.
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If
the Participant’s employment terminates without Cause for any reason other
than death, Disability or Retirement, the vested portion of the Option, if
any, may be exercised for a period of 60 days following the date of the
Participant’s termination of employment or, if earlier, the Expiration
Date and the unvested portion of the Option, if any, will be forfeited in
its entirety on the date of such
termination.
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B. Procedure
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To
exercise the Option, the Participant must (i) complete a copy of the
Nonqualified Stock Option Exercise Form available from the M/I Homes Human
Resources department at 0 Xxxxxx Xxxx, Xxxxxxxx, XX 00000; (ii) deliver
the completed Nonqualified Stock Option Exercise Form to the M/I Homes
Human Resources department; and (iii) pay the exercise price (specified in
Section 4 above) for each Share being purchased in accordance with Section
6.C. below.
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C. Payment
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The
exercise price of the Option may be paid: (i) in cash or its
equivalent; (ii) by tendering (either by actual delivery or
attestation) previously acquired Shares having an aggregate Fair Market
Value at the time of exercise equal to the aggregate exercise price,
provided that such Shares have been held for at least six (6) months or
such other period required to obtain favorable accounting treatment;
(iii) by a cashless exercise (including by withholding Shares
deliverable upon exercise and through a broker-assisted arrangement to the
extent permitted by applicable law); (iv) by a combination of the
methods described in clauses (i), (ii) and/or (iii); or (v) through
any other method approved by the Committee in its sole
discretion.
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D.
Conditions
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The
Company’s obligation to deliver Shares upon the exercise of an Option is
subject to the satisfaction of the following conditions: (i) the
Participant is not, at the time of exercise, in material breach of any of
his or her obligations under this Award Agreement, or under any other
agreement with the Company or any Affiliate; (ii) no preliminary or
permanent injunction or other order against the delivery of the Shares
issued by a federal or state court of competent jurisdiction in the United
States shall be in effect; (iii) there shall not be in effect any federal
or state law, rule or regulation which prevents or delays delivery of the
Shares or payment, as appropriate; and (iv) the Participant shall confirm
any factual matters reasonably requested by the Committee, the Company or
counsel for the Company.
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7. Change
in Control:
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In
the event of a Change in Control, Article XII of the Plan shall apply with
respect to the outstanding and unexercised portion of the Option;
provided, however, that if the Committee elects to: (i) cancel the
outstanding and unexercised portion of the Option in connection with the
Change in Control, the Participant shall be entitled to receive a cash
payment equal to the excess, if any, of the value of the consideration to
be paid in the Change in Control to holders of the same number of Shares
as the number of Shares underlying the Option being cancelled (or, if no
consideration is paid in the Change in Control, the Fair Market Value of
the Shares underlying the Option being canceled) over the aggregate
Exercise Price of the Option being canceled; or (ii) cause a substitute
award to be issued with respect to the outstanding and unexercised portion
of the Option in connection with the Change in Control, the substitute
award shall substantially preserve the value, rights and benefits of the
Option being substituted.
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8. Participant
Covenants:
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In
consideration for the grant of the Option, the Participant hereby
covenants and agrees as follows:
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A.
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The
Participant shall not at any time, directly or indirectly, disclose to any
other person, corporation, partnership, proprietorship or other business
enterprise, or otherwise use any “Data of a Confidential Nature” except in
the performance of the Participant’s duties as an employee of the Company
or any of its Affiliates with respect to the business of the Company and
its Affiliates. The Participant agrees that all Company and
Affiliate materials evidencing, reflecting or containing “Data of a
Confidential Nature” are and shall remain the sole and exclusive property
of the Company and its Affiliates, all such materials, including, but not
limited to, records, drawings, blueprints, manuals, brochures, pamphlets
and all other materials will be returned to the Company. As
used herein “Data of a Confidential Nature” includes, but is not limited
to, cost, price and customer data, any information on land acquisition
programs, information on the Company’s or any Affiliate’s plans to acquire
new properties or business, information on the Company’s or any
Affiliate’s compensation programs, information regarding relocations of
existing facilities, new properties or business, major changes in
organization, competitive bid information, prices paid or received for
goods or services, processes, plans methods of doing business, special
needs of customers, or any other information or data which if published,
released or otherwise disseminated might be used to the detriment of the
Company, its Affiliates or their management or affect their ability to
transact business.
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B.
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The
Participant shall not, at any time, directly or indirectly, or in concert
with any other person, corporation, partnership, proprietorship or other
business enterprise: (i) induce or attempt to induce any employee or agent
of the Company or any of its Affiliates to leave the employ of the Company
or any of its Affiliates; or (ii) employ (or engage to act, directly or
indirectly, as an independent contractor or agent) any employee or agent
of the Company or any of its Affiliates within six months following
termination of such employee’s employment or of such agent’s agency with
the Company or any of its
Affiliates.
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C.
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In
the event that any covenant set forth in subsection B. shall be determined
by a court of competent jurisdiction to be unenforceable because it
extends over too great a period of time, or for any other reason, such
covenant shall be interpreted to extend only over the maximum period of
other restrictions to which they may be
enforceable.
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D.
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The
covenants set forth in subsections A. and B. shall remain in effect
regardless of whether the Participant exercises the Option in whole or in
part.
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The
Participant acknowledges that a breach of the covenant set forth in this
Section 8 may cause irreparable damage to the Company and its Affiliates,
the extent of which may be difficult to ascertain, and that the award of
damages may not be adequate relief. The Participant agrees
that, in the event of a breach or threatened breach of the covenants
contained in this Section 8, the Company may institute an action to compel
the specific performance of such covenants, and that such remedy shall be
cumulative, not exclusive, and shall be in addition to any other available
remedies.
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The
Participant recognizes and understands that the Participant has acquired
and/or shall acquire during his or her employment with the Company and/or
its Affiliates a considerable amount of confidential and proprietary
information with respect to the business of the Company and its
Affiliates, which confidential and proprietary information is very
valuable to the Company and would be extremely detrimental to the Company
if disclosed or used by the Participant other than in the performance of
his or her duties as an employee of the Company and/or its
Affiliates. The Participant further acknowledges that the
employees of the Company and its Affiliates are an integral part of the
Company’s business and, thus, it is important for the Company and its
Affiliates to use their maximum efforts to prevent the loss of such
employees.
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9. Shareholder
Rights:
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The
Participant shall have none of the rights of a shareholder with respect to
the Shares underlying the Option, including without limitation voting or
dividend rights, until the Participant becomes the recordholder of the
Shares underlying the Option.
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10. Effect
of Plan:
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The
Option is subject in all cases to the terms and conditions set forth in
the Plan, which are incorporated into and made a part of this Award
Agreement. In the event of a conflict between the terms of the
Plan and the terms of this Award Agreement, the terms of the Plan will
govern. All capitalized terms that are used in this Award
Agreement but are not defined in this Award Agreement shall have the
meanings ascribed to such terms in the
Plan.
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11. Acknowledgment:
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By
signing below, the Participant acknowledges and agrees that the Option is
subject to all of the terms and conditions of the Plan and this Award
Agreement.
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12. Counterparts:
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This
Award Agreement may be signed in counterparts, each of which will be
deemed an original, but all of which will constitute one and the same
instrument.
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| PARTICIPANT | |
| [Insert Name] | |
| Date: | |
| M/I HOMES, INC. | |
| [Insert Name] | |
| [Insert Title] | |
| Date: | |
