Exhibit 10.55
UICI RESTATED AND AMENDED 1987
STOCK OPTION PLAN (NON-QUALIFIED)
[As
amended and restated effective March 16, 2005]
Purpose
The UICI 1987 Restated and Amended
1987 Stock Option Plan (the “Plan”) was originally
established December 3, 1987. Its purpose is (a) to aid
UICI (the “Company”) in securing and retaining
individuals of outstanding ability, including key personnel who are
or may be employed by the Company or its subsidiaries, non-employee
Directors of the Company or its subsidiaries, and non-employee
individuals who contribute to the success and growth of the Company
by the performance of past, present or future services to the
Company and/or its subsidiaries; and (b) to provide additional
motivation to such persons to exert their best efforts on behalf of
the Company.
Stock Subject to the Plan
The number of shares of Common Stock
of the Company for which options may be granted under the Plan was
initially set at 4,000,000 shares, of which, as of March 16,
2005, 2,450,000 shares remain available to be subject to options
that may be granted under the Plan. Shares issuable upon exercise
of options granted hereunder may consist, in whole or in part, of
unissued shares or treasury shares. Any option granted pursuant to
the Plan shall be forfeited to the extent that it fails by its
terms to become exercisable or is not otherwise exercised before
its expiration. If a participant forfeits options under the term of
the Plan, then the shares reserved for such forfeited options
revert to the Plan and are available to be issued again.
Administration
The Plan is administered by the
Executive Compensation Committee (the “Committee”) of
the Board of Directors of the Company. Each member of the Committee
shall constitute a “non-employee director” of the
Company (as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended). The Committee shall
have the sole authority to name new optionees and to grant shares
to any optionees, including increasing the number of shares
available to any existing optionee, as the Committee in its sole
discretion deems appropriate.
Eligibility
Each option is granted in
consideration of each optionee’s:
(i) being or agreeing to become
an employee, officer or director of the Company and/or its
subsidiaries; or
(ii) being or agreeing to become
a non-employee director of the Company and/or its subsidiaries;
or
(iii) performing or agreeing to
perform services, on a non-employee or independent contract basis,
for an on behalf of the Company and/or its subsidiaries.
Terms and Conditions of Stock Options
(a)
Maximum Shares Per Optionee . The maximum number of options
that may be granted to any one eligible optionee is limited to
750,000. The maximum number includes all options previously issued,
outstanding, cancelled and reissued, exercised or expired.
(b)
Option Price . The option price shall be not less than the
closing price at which the Common Stock of the Company traded on
the date the option was granted. If the stock was not traded on the
date the option was granted, then the option price is determined by
using the closing price for the stock on the last trading date
preceding the date the option was granted.
(c)
Duration and Expiration of Options. The Committee shall fix
the term or duration of options, provided that such term
shall not exceed five (5) years from the date the option is
granted, and provided, further , that such term shall be
subject to earlier termination pursuant to the provisions of
subparagraph (h)(5) of the Plan. No option shall be exercisable
after the Expiration Date, except as otherwise provided in
paragraph (h) below. The “Expiration Date” shall
be the ninetieth (90 th ) day following
the last day of the term of an option.
(d)
Exercise of Options. The Committee shall determine the time
or times at which options may be exercised; provided that
such time or times shall not occur before the latest of (i) the
first anniversary of the date on which the option was initially
granted and (ii) the effectiveness of any registration
statement required to be filed under the Securities Act of 1933 for
the registration of the Common Stock to be issued upon exercise of
the option.
(e)
How Options are Exercised . Each option shall be exercised
by giving written notice to the Company specifying the number of
shares to be purchased and accompanied by payment as described in
(f) below. No optionee shall have any rights to dividends or
other rights of a stockholder with respect to shares subject to the
option until written notice of exercise of the option has been
given to the Company, and payment in full for such shares has been
made.
(f)
Payment Upon Exercise of Options . Upon exercise of an
option, the option price for the shares to be purchased shall be
paid for, at the election of the optionee:
(1) In cash;
(2) By tendering shares of
previously-owned Common Stock that have been held by the optionee
for at least six months with a fair market value (calculated at the
closing price at which the Common Stock traded on the day of
tender) equal to the total exercise price;
(3) By a recourse loan from the
Company to the optionee for the amount of the total exercise price.
The terms of the note or loan agreement shall be determined by the
Committee, interest shall not exceed prime plus 1% at the time of
the loan, and the principal and interest shall not be due
thereunder until at least the end of the twelfth (12 th ) month after
the date of the loan or one (1) month after termination of
employment, whichever is earlier; or
(4) By any combination of the
above.
(g)
Withholding Taxes . Exercise of an option under the Plan is
contingent on the optionee’s satisfaction of all applicable
withholding taxes with respect to such exercise. Such taxes shall
be paid (i) in cash, (ii) by having the Company withhold
a number of the optioned shares sufficient to satisfy the
Company’s minimum statutory federal, state, local and
employment tax withholding obligations with respect to the option
exercise, (iii) by the optionee’s tender of
previously-owned shares of Common Stock (valued at the closing
price of the Common Stock on the tender date); provided, however,
tender of previously-owned shares to pay withholding taxes in
excess of the Company’s minimum statutory withholding
obligation shall be permitted
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