Exhibit 10.4
VIRTUS INVESTMENT PARTNERS,
INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
Virtus Investment Partners, Inc.
(the “Company”) hereby grants to the Optionee named
below an option (“Option”) to purchase, in accordance
with and subject to the terms and restrictions of the Virtus
Investment Partners, Inc. Omnibus Incentive and Equity Plan (the
“Plan”), which is incorporated by reference and
is made a part of this Agreement, the number of shares of common
stock, par value of $ .01 per share (the “Common
Shares”) of the Company at the option price per share set
forth below. This page is the first page of the Virtus Investment
Partners, Inc. Non-Qualified Stock Option Agreement (the
“Agreement”) which describes in detail your rights with
respect to this Option being granted to you and which constitutes a
legal agreement between you and the Company:
Number of Common Shares:
Option Price per Share:
IN WITNESS WHEREOF
, Virtus Investment Partners, Inc.
and the Optionee agree to be bound by the terms and provisions of
this Agreement, as of the date noted below.
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VIRTUS
INVESTMENT PARTNERS, INC.
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By:
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Title:
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Date:
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RECIPIENT :
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(Please sign and keep this page for
your records)
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1
A. Definition of Certain Terms
Capitalized terms not defined in
this Agreement have the meaning set forth in the Plan.
B. Terms and Conditions for
Exercising Option
The Option granted under this
Agreement may not be exercised for less than ten whole Common
Shares, and no fractional shares will be issued at any time. Except
as provided below, this Option shall vest and become exercisable as
follows:
100% vested and exercisable
following the completion of three years of continuous company
service through April 20, 2012.
C. Duration of
Option
(i) The Option granted under this
Agreement shall become immediately and fully exercisable upon the
Optionee’s death and be exercisable as provided in the Plan
at any time prior to the Expiration Date or within three
(3) years, whichever period is shorter.
(ii) Upon the Optionee’s
“Retirement” or “Disability” as defined in
the Plan, the Option granted shall continue to vest and be
exercisable at any time prior to the Expiration Date or within
three (3) years, whichever period is shorter.
(iii) Upon termination of the
Optionee’s employment in the event of certain sales or
divestitures as defined in the Plan, the Committee may provide that
the Option shall continue to vest and be exercisable at any time
prior to the Expiration Date or within three (3) years,
whichever period is shorter.
(iv) Upon termination of the
Optionee’s employment for Cause (as defined in the Plan) or
upon a violation of the Company’s established policy on
Insider Trading, each as determined in good faith by the Company,
this Option (whether or not then vested or exercisable at the time
of such determination) shall immediately terminate and no longer be
exercisable.
(v) Upon termination of employment
or contractual relationship with the Company or participating
Subsidiary for any other reason, the unvested portion of this
Option shall immediately terminate and the Optionee shall have a
right to exercise any vested portion of the Option prior to the
Expiration Date or within one hundred and twenty (120) days,
whichever period is shorter.
D. Change of Control of the
Company
Upon a Change in Control as defined
in the Plan, the Option shall be immediately and fully exercisable.
In the case of a Change in Control, the Option may be cancelled in
exchange for a cash payment or Alternative Award as determined in
acc
