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NONQUALIFIED STOCK OPTIONS FOR NAMED EXECUTIVE OFFICERS

Option Agreement

NONQUALIFIED STOCK OPTIONS FOR NAMED EXECUTIVE OFFICERS | Document Parties: HILB ROGAL & HOBBS CO You are currently viewing:
This Option Agreement involves

HILB ROGAL & HOBBS CO

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Title: NONQUALIFIED STOCK OPTIONS FOR NAMED EXECUTIVE OFFICERS
Governing Law: Virginia     Date: 8/11/2008
Industry: Insurance (Prop. and Casualty)     Sector: Financial

NONQUALIFIED STOCK OPTIONS FOR NAMED EXECUTIVE OFFICERS, Parties: hilb rogal & hobbs co
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Exhibit 10.7

NONQUALIFIED STOCK OPTIONS

FOR NAMED EXECUTIVE OFFICERS

 

 

 

 

 

 

 

  

GRANT DATE

  

OPTIONS GRANTED

F. Michael Crowley

  

5/23/08

  

6,000

Michael Dinkins

  

5/23/08

  

2,000


Employee:

You have been granted a Non-Qualified Stock Option to purchase              shares of Common Stock of the Company, subject to the terms and conditions (i) in the Company’s 2007 Stock Incentive Plan, as amended from time to time (the “Plan”), and (ii) as set forth in Exhibit A, attached hereto and made a part hereof (together with this letter, the “Agreement”), as follows:

 

 

 

 

Date of Agreement/ Grant:

  

[grant date]

Restricted Shares Granted:

  

[number of options granted]

Expiration Date:

  

[to be determined]

Vesting Schedule:

  

25% per year for 4 years

Please indicate your acceptance by executing two (2) original copies of this Agreement and returning one (1) original copy by U.S. Mail to Cindy Freeze.

Very truly yours,

Martin L. Vaughan, III

By my signature below, I hereby acknowledge receipt of this Award on the date shown above, which has been issued to me under the terms and conditions of the Plan. I further acknowledge receipt of the copy of the Plan and agree to conform to all of the terms and conditions of the Award and the Plan.

 

 

 

 

 

 

 

 

Signature:

 

 

  

Date:

 

 

 

 

Optionee’s Name

  

 

 

 

Note: If there are any discrepancies in the name or address shown above, please make the appropriate corrections on this form.


EXHIBIT A

TERMS AND CONDITIONS

STOCK OPTION AGREEMENT

1. Exercise of Option . Except as provided in paragraphs 4, 5, 6, 11 and 12 of these Terms and Conditions, this Option shall be exercisable as set forth in the Vesting Schedule for each full year, up to a total of four (4) full years, that Optionee continues to be employed by the Company after the date of this Agreement. Once this Option has become exercisable with respect to any portion of the total number of shares in accordance with the preceding sentence, it shall continue to be exercisable with respect to such shares until the termination of Optionee’s rights hereunder pursuant to paragraphs 4, 5 or 6, or until the Expiration Date. A partial exercise of this Option shall not affect Optionee’s right to exercise subsequently this Option with respect to the remaining shares that are exercisable, subject to the conditions of the 2007 Stock Incentive Plan (Plan) and this Agreement.

2. Method of Exercising and Payment for Shares . This Option may be exercised only by written notice delivered to the attention of the Company’s Secretary at the Company’s principal office. The written notice shall specify the number of shares being acquired pursuant to the exercise of the Option when such Option is being exercised in part in accordance with the Vesting Schedule. The exercise date shall be the date such notice is received by the Company. Such notice shall be accompanied by payment of the Option price in full for each share (a) in cash (United States dollars) or by cash equivalent acceptable to the Company, or (b) by a cashless exercise pursuant to Section IX(2) of the Plan.

3. Transferability .

(a) Except as otherwise provided in paragraph 3(b), the Option is not transferable and during the Participant’s life, may be exercised only by the Participant. Transfers at death are governed by paragraph 4 below.

(b) The Participant may transfer the Option during his or her lifetime for no consideration to or for the benefit of the Participant’s Immediate Family, subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Option prior to such transfer. The foregoing right to transfer the Option shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with the Option.

(c) The term “Immediate Family” shall mean Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests. The following transactions are not prohibited transfers for consideration: (i) a transfer under a domestic relations order in settlement of marital property rights; and (ii) a transfer to an entity in which more than fifty percent of the voting interests are owned by the Immediate Family (or the Participant) in exchange for an interest in that entity.

4. Exercise in the Event of Death . This Option shall be exercisable in full in the event that Optionee dies while employed by the Company or an Affiliate and prior to the Expiration Date of this Option. In that event, this Option may be exercised by Optionee’s estate, or the person or persons to whom his rights under this Option shall pass by will or the laws of descent and distribution. Optionee’s estate or such persons must exercise this Option, if at all, within one year of the date of Optionee’s death or during the remainder of the period preceding the Expiration Date, whichever is shorter, but in no event may the Option be exercised prior to the expiration of six (6) months from the date of the grant of the Option.

5. Exercise in the Event of Permanent and Total Disability . This Option shall be exercisable in full if Optionee becomes Disabled while employed by the Company or an Affiliate and prior to the Expiration Date of this Option. In that event, Optionee must exercise this Option, if at all, within one year of the date he becomes Disabled or during the remainder of the period preceding the Expiration Date, whichever is shorter, but in no event may the Option be exercised prior to the expiration of six (6) months from the d


 
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