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Exhibit
10.06
Ambac 1997 Equity
Plan
2008 NOTICE OF 2007 STOCK
OPTION AWARD
Table of
Contents
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| 1. |
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Incorporation of Plan Terms |
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2 |
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| 2. |
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Grant of
Option |
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2 |
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| 3. |
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Terms and
Conditions of the Option |
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2 |
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| 4. |
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Termination of Employment |
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4 |
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| 5. |
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Transfer;
Option Exercisable Only by Participant and Permitted
Transferees |
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6 |
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| 6. |
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Tax
Withholding |
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7 |
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| 7. |
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No
Restriction on Right to Effect Corporate Changes; No Right to
Employment |
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7 |
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| 8. |
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Adjustment of and Changes in Shares |
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7 |
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| 9. |
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Change in
Control |
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7 |
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| 10. |
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Preemption of Applicable Laws and Regulations |
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8 |
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| 11. |
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Committee
Decisions Final |
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9 |
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| 12. |
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Amendments |
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9 |
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| 13. |
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Notice
Requirements |
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9 |
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| 14. |
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Governing
Law |
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9 |
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| 15. |
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Entire
Agreement; Headings |
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9 |
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| Annex A: Stock Option Award and Vesting Schedule |
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Ambac 1997 Equity Plan
2004 Stock Option Award
Agreement
Page 2 of 9
Ambac 1997 Equity
Plan
2008 NOTICE OF 2007 STOCK
OPTION AWARD
Ambac Financial Group, Inc.,
a Delaware corporation (the “ Company ”),
has adopted the Ambac 1997 Equity Plan, as amended (the “
Plan ”), for the purposes of providing an
incentive to selected employees of the Company and its affiliates
to remain in its employ and to increase their interest in the
success of the Company by providing them with opportunities to
increase their proprietary interest in the Company and to receive
compensation based upon the Company’s success.
This 2007 Notice of 2006
Stock Option Award (the “ Award Agreement
”) sets forth the terms and conditions of the stock options
granted pursuant to the Plan. Annex A of this Award Agreement
(“ Annex A ”) names the individual to
whom the option is granted (the “ Participant
”) and sets forth the number of shares of common stock of the
Company (“ Common Stock ”) subject to the
option, the exercise price of such option, the date of grant and
the expiration date of such option and the vesting schedule
applicable thereto.
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1. |
Incorporation of Plan Terms . |
This Award Agreement and the
option granted hereby shall be subject to the Plan, the terms of
which are incorporated herein by reference, and in the event of any
conflict or inconsistency between the Plan and this Award
Agreement, the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them in the
Plan, a copy of which has been furnished to the
Participant.
Subject to the conditions
contained herein and in the Plan, the Company grants to the
Participant, as of the date of grant indicated on Annex A (the
“ Date of Grant ”), an option (the
“ Option ”) to purchase the number of
shares of Common Stock specified on Annex A, at an exercise price
(the “ Exercise Price ”) specified on
Annex A. The shares of Common Stock issuable upon exercise of the
Option are from time to time referred to herein as the “
Option Shares .” The grant of an Option shall
impose no obligation on the part of the Participant to exercise the
Option. The Option shall vest and be exercisable as hereinafter
provided.
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3. |
Terms and Conditions of the Option . |
The Option is granted subject
to the following terms and conditions:
(a) Vesting;
Exercisability. The Option shall vest and become exercisable in
accordance with the vesting schedule set forth on Annex A, unless
the Option has earlier vested or been forfeited in accordance with
the terms hereof.
(b) Term of the Option
. The Option shall terminate and no longer be exercisable on the
earlier of (i) the seventh anniversary of the Date of Grant or
(ii) the date specified for termination of the Option in
Sections 4(a), 4(b) and 4(c) below; provided, however, if
the termination date falls on a date which the Participant is
prohibited by Corporation policy in effect on such date, from
engaging in transactions in the Corporation’s securities,
such termination date shall be extended to the first date that the
Participant is permitted to engage in transactions in the
Corporation’s securities under such Corporation
policy.
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(c) Notice of Exercise
. Subject to Sections 3(d), 3(f) and 4 hereof, the Participant may
exercise all or any portion of the Option ( to the extent
vested ) by giving notice of exercise to the Company or the
Company’s agent, provided, however, that no less than 10
Option Shares may be purchased upon any exercise of the Option
unless the number of Option Shares purchased at such time is the
total number of Option Shares in respect of which the Option is
then exercisable, and provided, further, that in no event shall the
Option be exercisable for a fractional share. The date of exercise
of an Option shall be the later of (i) the date on which the
Company or the Company’s agent receives such notice or
(ii) the date on which the conditions provided in Sections
3(d) and 3(f) are satisfied. Notwithstanding any other provision of
this Award Agreement, the Participant may not exercise the Option,
whether in whole or in part, and no Option Shares will be issued by
the Company in respect of any such attempted exercise, at any time
when such exercise is prohibited by Company policy then in effect
concerning transactions by the Participant in the Company’s
securities.
(d) Payment . Prior to
the issuance of a certificate pursuant to Section 3(g) hereof
evidencing the Option Shares in respect of which all or a portion
of the Option shall have been exercised, the Participant shall have
paid to the Company the Exercise Price for all Option Shares
purchased pursuant to the exercise of such Option. Payment may be
made by personal check, bank draft or postal or express money order
( such modes of payment are collectively referred to as
“ cash ”) payable to the order of the
Company in U.S. dollars. Payment may also be made in mature shares
of Common Stock owned by the Participant, or in any combination of
cash or such mature shares as the Committee in its sole discretion
may approve. Such shares shall be valued at their Fair Market Value
as of the date of exercise. Payment of the Exercise Price in mature
shares of Common Stock owned by the Participant shall be made by
delivering to the Company the share certificate(s) representing the
required number of shares, with the Participant signing his or her
name on the back, or by attaching executed stock powers ( with
the signature of the Participant guaranteed in either case );
payment of the exercise price in mature shares of Common Stock
owned by the Participant may also be made through constructive
surrender, by submission of an attestation of ownership in the form
approved by the Company and with such signatures or other
guarantees as may be required by the Company. The Company may also
permit the Participant to pay for such Option Shares by directing
the Company to withhold shares of Common Stock that would otherwise
be received by the Participant, pursuant to such rules as the
Committee may establish from time to time. In the discretion of the
Committee, and in accordance with rules and procedures established
by the Committee ( or by any person to whom authority to
establish such rules and procedures shall have been delegated by
the Committee ), the Participant may be permitted to make a
“cashless” exercise of all or a portion of the
Option.
(e) Stockholder Rights
. The Participant shall have no rights as a stockholder with
respect to any shares of Common Stock issuable upon exercise of the
Option until the Participant shall become the holder of record
thereof, and no adjustment shall be made for dividends or
distributions or other rights in respect of any share for which the
record date is prior to the date upon which the Participant shall
become the holder of record thereof.
(f) Limitation on
Exercise . The Option shall not be exercisable unless the offer
and sale of Common Stock pursuant thereto has been registered under
the Securities Act of 1933, as amended (the “ 1933
Act ”), and qualified under applicable state “
blue sky ” laws or the Company has determined
that an exemption from registration under the 1933 Act and from
qualification under such state “blue sky” laws is
available.
(g) Issuance of Shares
. Subject to the foregoing conditions, as soon as is reasonably
practicable after its receipt of a proper notice of exercise and
payment of the Exercise Price for the number of shares with respect
to which the Option is exercised, the Company either (i) shall
deliver or cause to be delivered to the Participant (or to such
person to whom the Option has been transferred pursuant to
Section 5 hereof; or following the Participant’s death,
to such other person entitled to exercise the Option ), at the
principal office of the Company or at such other location as may be
acceptable to the Company and the Participant ( or such other
person ), one or more stock certificates in the name of the
Participant ( or of the person or persons to whom such option
was transferred by will or the laws of descent and distribution or
pursuant to a Qualified Domestic Relations Order) for the
appropriate number of shares of Common Stock issued in connection
with such exercise or (ii) shall transfer the appropriate
number of shares of Common Stock issued in connection with such
exercise to the brokerage account designated by the Participant to
the Company in writing prior to exercise. Such shares shall be
fully paid and nonassessable.
(h) Non-qualified Status
of the Option . The Option granted hereby is not intended to
qualify, and shall not be treated, as an “incentive stock
option” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “
Code ”).
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(i) Cancellation .
Notwithstanding any other provision of this Award Agreement, the
Committee may cancel all or any unexercised portion of the Option,
whether or not vested, if at any time the Participant initiates or
becomes a party to any lawsuit or other legal action in any federal
or state court in which the Participant seeks damages or injunctive
or other equitable relief from or against the Company, any of its
Subsidiaries or any of its officers, employees or directors in
connection with any claim arising from or relating to the
Participant’s employment with the Company or any of its
Subsidiaries or the termination of such employment (and regardless
of whether any such termination is the result of the
Participant’s voluntary resignation or retirement or of the
involuntary termination of the Participant’s employment by
the Company or one of its subsidiaries). This Section 3(i) is
not intended as a waiver by the Participant of any claims the
Participant may have against the Company, any of its subsidiaries
or any of its officers, employees or directors. Instead, it
provides for the consequences specified in the second preceding
sentence in the event the Participant engages in the conduct
described therein.
(j) Acceptance of Award
Terms . Notwithstanding any other provision of this Award
Agreement, the Participant shall have no further rights in the
Option represented by this Award Agreement, and this Award
Agreement and the Option represented thereby shall automatically be
cancelled, unless the Participant accepts the terms and conditions
of the grant by signing this Award Agreement in the space provided
for below and returning a signed copy of this award agreement to
the Company’s Human Resources Department, or by
electronically acknowledging receipt and acceptance of the terms of
this Award Certificate in the manner indicated to the Participant
by the Company, in either case no more than
[ ]
business days after the Date of Grant.
(k) Notice Period . By
the Participant’s acceptance of the Option and the terms of
this Award Agreement in the manner provided for in
Section 3(j), the Participant agrees to provide the Company or
the Subsidiary that employs the Participant with at least three
months advance written notice (the “Minimum Notice
” ) prior to termination of employment.
Notwithstanding any other provision of this Award Agreement, the
Committee may cancel all or any unexercised portion of the Option,
whether or not vested, if the Participant resigns his or her
employment with the Company and its Subsidiaries without having
provided the Company or the Subsidiary that employs the Participant
with the Minimum Notice. During the period covered by the Minimum
Notice (the “ Notice Period ”), the Participant
(i) shall remain employed by the Company and its Subsidiaries
and receive base salary and certain benefits, but will not accrue
any rights to a bonus, and (ii) shall not commence employment
with any other employer or directly or indirectly induce or solicit
any client of the Company or any of its subsidiaries to terminate
or modify its relationship with any of them.
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4. |
Termination of Employment . |
(a) General . Subject
to Section 4(c) hereof, if the Participant’s employment
with the Company and its Subsidiaries terminates for any reason
other than death or Permanent Disability (as defined herein
) prior to the satisfaction of any vesting period requirement under
Section 3(a) hereof, the unvested portion of the Option shall
be forfeited to the Company, and the Participant shall have no
further right or interest therein, unless the Committee in its sole
discretion shall determine otherwise, provided ,
however , that in the case of a termination of employment
mutually agreed to by the Participant and the Company ( or the
relevant employer Subsidiary ), but not in the case of a
termination for Cause ( as defined herein ), if the
Participant (A) signs a waiver and a release, in the form
requested by the Company, irrevocably waiving any and all
claim
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