Exhibit 10-a.1
ADVANTA CORP.
NON-QUALIFIED STOCK OPTION
THIS NON-QUALIFIED STOCK OPTION (the
“Option”) is granted as of «Date» (the
“Date of Grant”) by Advanta Corp., a Delaware
corporation (the “Company”), to «Name» (the
“Optionee”), pursuant to the Advanta Corp. 2000 Omnibus
Stock Incentive Plan (the “Plan”). All capitalized
terms contained in this Option shall have the meaning set forth in
the Plan unless otherwise required by the context.
W I T
N E S S E T H:
1.
Grant . The Company hereby grants to the Optionee an Option
to purchase, subject to the terms and conditions hereinafter set
forth, all or any part of an aggregate «Shares» Shares
of the Company’s Class B Common Stock, par value $0.01
per share (the “Option Shares”), at the purchase price
of «Price» per share (the “Option Price”),
that being the Fair Market Value of an Option Share as of the close
of business on the Date of Grant. This Option is not intended to be
an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).
2.
Term . The Option granted hereunder shall expire at 5:00
p.m. (local Philadelphia, Pennsylvania time) on the earliest to
occur of the following:
(a) «Term»
(the “Expiration Date”);
(b) The
last day of the Optionee’s employment or service with the
Company or its Affiliates, where such employment or service is
terminated by the Optionee’s resignation and such resignation
has not been solicited by the Company;
(c) Expiration
of thirty (30) days from the date the Optionee’s
employment or service with the Company or its Affiliates terminates
for any reason other than retirement, disability (within the
meaning of section 22(e)(3) of the Code), death or as specified in
subparagraph 2(b) above or subparagraphs 2(e) or 2(f), below;
(d) Expiration
of two (2) years from the date the Optionee’s employment
or service with the Company or its Affiliates terminates due to the
Optionee’s retirement, or expiration of one hundred eighty
(180) days from the date such employment or service with the
Company or its Affiliates terminates due to the Optionee’s
disability (within the meaning of section 22(e)(3) of the Code) or
death;
(e) A
finding by the Committee, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the
Optionee has breached his employment or service contract with the
Company or an Affiliate, or has been engaged in any sort of
disloyalty to the Company or an Affiliate, including, without
limitation, fraud, embezzlement, theft, commission of a felony or
proven dishonesty in the course of his employment or service, or
has improperly disclosed trade secrets or confidential
information
of the
Company or an Affiliate. In such event, in addition to immediate
termination of the Option, the Optionee shall automatically forfeit
all Option shares for which the Company has not yet delivered the
share certificates upon refund by the Company of the Option Price.
Notwithstanding anything herein to the contrary, the Company may
withhold delivery of share certificates pending the resolution of
any inquiry that could lead to a finding resulting in a forfeiture;
or
(f) The
date, if any, set by the Board of Directors as an accelerated
expiration date in the event of a “Change of
Control.”
3.
Vesting . This Option shall vest over a period of four
years, beginning from the Date of Grant. This Option may be
exercised only to the extent that it has vested. Beginning on the
first anniversary of the Date of Grant, 25% of the Option shall
vest, (i.e., 25% of the Option Shares covered by the Option shall
become eligible for purchase). Beginning on each of the second
through fourth anniversaries of the Date of Grant, an additional
25% of the Option shall vest, so that on the fourth anniversary of
the Date of Grant, this Option shall be 100% vested. In the event
of the Optionee’s retirement prior to the date on which the
option has become fully vested, there shall be a partial year
pro rata vesting of the Option in an amount equal to
1/12th of the Option shares which would have become vested on the
next anniversary of the Date of Grant of the Option, for each full
30 day period which has elapsed between the most recent
anniversary of the date of grant and the date of the
employee’s retirement. Notwithstanding the foregoing, in the
event of a Change of Control, the Option shall be 100%
vested.
4.
General Rules . To the extent otherwise exercisable, this
Option may be exercised in whole or in part except that this Option
may in no event be exercised (a) with respect to fractional
shares or (b) after the expiration of the Option term set
forth under paragraph 2 hereof.
5.
Transfers . No Option granted under the Plan may be
transferred, except by will or by the laws of descent and
distribution, and during the lifetime of the person to whom an
Option is granted, such Option may be exercised only by the
Optionee. Any attempt at assignment, transfer, pledge or
disposition of the Option contrary to the provisions hereof or the
levy of any execution, attachment or similar process upon the
Option shall be null and void and without effect. Notwithstanding
the foregoing, (i) an Option, other than an ISO, may be
transferred pursuant to the terms of a “qualified domestic
relations order,” within the meaning of
Sections 401(a)(13) and 414(p) of the Code or within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974, as amended, and (ii) the Optionee may transfer the
Option to his or her immediate family members (i.e., spouse or
former spouse, parents, issue, including adopted and
“step” issue, or siblings), trusts for the benefit
of
