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Exhibit
10.32
ARTHUR J.
GALLAGHER & CO.
1988 NONQUALIFIED STOCK
OPTION AGREEMENT
(2007
GRANT)
THIS AGREEMENT
(“Agreement”), dated May 15, 2007 (the
“Effective Date”), between ARTHUR J.
GALLAGHER & CO., a Delaware corporation (the
“Corporation”), and
, an employee of the Company (the “Employee”). For
purposes of this Agreement, the term “Company” shall
mean the Corporation and any corporation 50% or more of the stock
of which is beneficially owned directly by the Corporation or
indirectly through another corporation or corporations in which the
Corporation is the beneficial owner of 50% or more of the
stock.
WITNESSETH
WHEREAS, the Company on
May 10, 1988 adopted the “Arthur J. Gallagher &
Co. 1988 Nonqualified Stock Option Plan” (herein, as the same
may be amended from time to time, called the “Plan”);
and
WHEREAS, the purpose of the
Plan is to attract, retain and reward employees, to increase stock
ownership and identification with the Company’s interests,
and to provide incentive for remaining with and enhancing the
long-term value of the Company;
NOW, THEREFORE, in
consideration of the premises and the promises herein contained,
the parties hereby agree as follows:
1. As a matter of separate
inducement and agreement in connection with his employment by the
Company, the Employee is hereby granted the option to purchase from
the Company all or part of
shares of Common Stock (par value $1.00 per share) of the Company
at $28.65 per share, during the period and upon the terms and
conditions stated herein and in the Plan as amended. The Employee
understands and agrees that determination of the personal tax
consequences of any exercise of this option or subsequent
disposition of shares so acquired is entirely and solely the
responsibility of the Employee.
2. Subject to the provisions
of the Plan and this Agreement, shares subject to this stock option
shall be purchasable at any time during the term of the option
after the Effective Date of this Agreement. This option shall
terminate entirely on the earliest of the following:
(a) May 15, 2017 (not
more than 10 years from date of grant);
(b) upon the severance of the
employment relationship between the Company and the Employee for
any reason other than by death or disability of the Employee as
such conditions are defined in the Plan.
3. Subject to the provisions
of Section 2 hereof, this option may be exercised at any time
as to all or any of the shares then purchasable hereunder (but not
for less than the smaller of (a) 100 shares of Common Stock,
or (b) 10% of the shares of Common Stock subject to the
option, unless a purchase of fewer shares would entirely exhaust
the option) and provided further that the optionee’s
cumulative purchases of Common Stock subject to this option may not
exceed the following: !
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Years Following Date of
Grant
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Percentage of
Common Stock
Subject to Option
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Remainder of 2007 through May 14,
2008
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0 |
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As of May 15, 2008
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20 |
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As of May 15, 2009
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40 |
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As of May 15, 2010
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60 |
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As of May 15, 2011
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80 |
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As of May 15, 2012 through
expiration
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100 |
An option shall be exercised by giving
notice to the Company, on a form which the Secretary of the Company
will supply upon request, specifying the number of whole shares to
be purchased and accompanied by payment of the purchase price
therefore. Such exercise shall be effective upon receipt by the
Secretary of the Company, at the main office of the Company, of
such written notice and payment. If the Employee’s employment
with the Company is terminated due to death or disability (as
defined in the Plan) and, to the extent Section 5 is
applicable, the Employee has neither engaged in nor expressed an
intention to engage in any of the activities described in
Section 5(a), then the restrictions contained in the above
vesting schedule are removed as of the date employment is
terminated for those reasons and the Employee may thereafter
exercise any portion or all of the shares subject to grant, subject
only to the fact that the entire grant and all rights to exercise
all or any portion thereunder shall expire on May 15, 2017. If
the Employee’s employment with the Company is terminated due
to retirement (s defined in the Plan) and, to the extent
Section 5 is applicable, the Employee has neither engaged in
nor expressed an intention to engage in any of the activities
described in Section 5(a), then the Employee may thereafter
exercise any portion or all of the shares subject to grant, but
only to the extent the option was exercisable immediately prior to
the date employment is terminated for such reason, subject only to
the fact that the entire grant and all rights to exercise all or
any portion thereunder shall expire on May 15, 2017.
Furthermore, in addition, an Employee’s ability to exercise
an option may be limited by the Company’s policy regarding
insider trading.
4.(a) In the event the shares
issuable on an exercise of this option have not been registered
under the Securities Act of 1933, as amended (the
“Act”), or if the effectiveness of any such
registration shall lapse, any certificates evidencing shares of the
Common Stock of the Company issued pursuant to such exercise of
option or right hereunder shall bear upon its face the following
legend or any other legend which counsel for the Company considers
necessary or advisable to comply with the Act or any applicable
state securities laws:
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“THE SHARES OF STOCK
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR
UPON THE RECEIPT BY THE CORPORATION OF ANY OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION THAT
REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR
TRANSFER.”
(b) The Employee agrees and
represents that the shares of Common Stock acquired by him upon
exercise will be acquired for investment and not with a view to the
sale or distribution thereof. The Employee further agrees that he
will not sell or transfer any shares except in strict compliance
with applicable securities laws. The Company may, but shall in no
event be obligated to, register any securities issued in connection
with this Agreement pursuant to the Act (as now in effect or as
hereafter amended); and in the event any shares are so registered
the Company may remove any legend on certificates representing such
shares.
5.(a)(i) If, at any time
within (A) the ten year term of this grant; (B) two years
after the termination of employment; or (C) two years after
the Employee exercises any portion of this grant, whichever is the
latest, the Employee, in the determination of the management of the
Company, engages in any activity in competition with any activity
of the Company, or inimical, contrary or harmful to the interests
of the Company, including, but not limited to: (1) conduct
related to his employment for which either criminal or civil
penalties against him may be sought, (2) violation of Company
policies, including, without limitation, the Company’s
Insider Trading Policy, (3) directly or indirectly,
soliciting, placing, accepting, aiding, counseling or consulting in
the renewal, discontinuance or replacement of any insurance or
reinsurance by, or handling self-insurance programs, insurance
claims or other insurance administrative functions
(“insurance services”) for, any existing Company
account or any actively solicited prospective account of the
Company for which he performed any of the foregoing functions
during the two-year period immediately preceding such termination
or providing any employee benefit brokerage, consulting, or
administration services, in the areas of group insurance, defined
benefit and defined contribution pension plans, individual life,
disability and capital accumulation products, and all other
employee benefit areas (“benefit services”) the Company
is involved with, for any existing Company account or any actively
solicited prospective account of the Company for which he performed
any of the foregoing functions during the two-year period
immediately preceding such termination or, if the Employee has not
terminated employment, the date of the prohibited activity (the
term Company account as used in this paragraph shall be construed
broadly to include all users of insurance services or benefit
services including commercial and individual consumers, risk
managers, carriers, agents and other insurance intermediaries),
(4) the rendering of services for any organization which is
competitive with the Company, (5) employing or recruiting any
current or former employee of the Company, (6) disclosing or
misusing any confidential information or material concerning the
Company, or (7) participating in a hostile takeover attempt of
the Company, then this option and all
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other stock options held by the Employee
shall terminate effective the date on which the Employee enters
into such activity, unless terminated sooner by operation of
another term or condition of this grant or the Plan, and any option
gain realized by the Employee from exercising all or a portion of
this or any other option shall be paid by the Employee to the
Company. Such option gain shall be calculated based on the
difference between exercise price per share of the option and the
closing price per share of the Company’s common stock as
quoted on the New York Stock Exchange on the date of exercise,
multiplied by the number of shares exercised on such date, plus
interest measured from the first date the Employee engaged in any
of the prohibited activities set forth above at the highest rate
allowable under Delaware law.
(ii) The Employee acknowledges that
Employee’s engaging in activities and behavior in violation
of Section 5(a)(i) above will result in a loss to the Company
which cannot reasonably or adequately be compensated in damages in
an action at law, that a breach of this Agreement will result in
irreparable and continuing harm to the Company and that therefore,
in addition to and cumulative with any other remedy which the
Compan
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