|
Exhibit 10.8
STOCK OPTION AGREEMENT (NON-QUALIFIED)
CERTIFICATE NO. E-
This STOCK
OPTION AGREEMENT (the " Agreement ") is made effective as of
______________________, by and between American Physicians Service
Group, Inc., (the " Company "), and
____________________________ (the “Optionee ").
Whereas
Optionee is a valuable and trusted employee and or director of the
Company, and the Company considers it desirable and in its best
interests that Optionee be given an inducement to acquire a further
proprietary interest in the Company and an added incentive to
advance the interests of the Company by possessing an option to
purchase shares of the Company's common stock, par value $0.10 (the
" Common Stock "), in accordance with the 1995 Incentive
Stock Option Plan of the Company (the " Plan ").
NOW,
THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:
1.
Grant
of Non-Qualified Stock Option. The Company hereby grants
to Optionee the right, privilege and option (the " Option ")
to purchase ___________ shares of Common Stock (the " Option
Shares ") at the purchase price of $_________ per share (the "
Option Price "), as a Non-Qualified Stock Option, in the
manner and subject to the conditions hereinafter provided.
2.
Time of
Exercise of Option. Subject to the limitations contained
herein, the aforesaid option may be exercised at any time, and from
time to time, in whole or in part, during the period ending five
(5) years from the date of this agreement or until the termination
thereof as provided in Section 4 below.
3.
Method
of Exercise. The Option shall be exercised by written
notice directed to the Board of Directors of the Company, at the
Company's principal place of business, specifying the number of
shares of Common Stock purchased and accompanied by payment of the
option price in a form suitable to the Company. With the
consent of the Option Committee, such payment may be in the form of
shares of Company stock owned by the Optionee immediately prior to
the exercise of the Option.
(a)
This option is exercisable with respect to the shares in
cumulative annual installments as indicated below:
(b)
The Company shall make immediate delivery of such shares,
provided that if any law or regulation requires the Company to take
any action with respect to the shares specified in such notice
before the issuance thereof, then the date of delivery of such
shares shall be extended for the period necessary to take such
action.
(c)
The Option may be exercised within the above limitations and
subject to the limitations contained within this section, as to any
part of all of the shares covered thereby.
4.
Termination of Option. Except as herein otherwise
stated, the Option to the extent not heretofore exercised shall
terminate upon the first to occur of the following dates:
(a)
The expiration of the option period as set out in Section 2
above.
(b)
The expiration of three (3) months after the date on which an
Optionee's employment by the Company or director relationship with
the Company is terminated for any reason other than death or
permanent and total disability;
(c)
The expiration of twelve (12) months after the date on which
Optionee's employment by the Company or director relationship with
the Company is terminated by reason of Optionee's permanent and
total disability;
(d)
In the event of Optionee's death while serving a
| 
