Exhibit 10.6(b)
Revised Specimen
HORACE MANN EDUCATORS
CORPORATION
Amended and Restated 2002 Incentive
Compensation Plan
Stock Option
Agreement
This Stock Option Agreement (the
“Agreement”) confirms the grant on XXXXX (the
“Grant Date”) by HORACE MANN EDUCATORS CORPORATION, a
Delaware corporation (the “Company”), to Name
(“Employee”) of an incentive stock option (the
“Option”) to purchase shares of Common Stock, par value
$.001 per share (the “Shares”), as follows:
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Shares purchasable:
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???
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Exercise Price:
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$XXXX per
Share
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Option vests and becomes
exercisable : As to 0% of
the Shares on the Grant Date and thereafter as to 20% of the
Shares, cumulatively, on each of the first, second, third, fourth,
and fifth anniversaries of the Grant Date (rounded to the nearest
whole share). In addition, the Option will become immediately
vested and exercisable upon the occurrence of certain events
relating to Termination of Employment, in accordance with
Section 4 hereof. If the portion of this Option and any
previously granted incentive stock option which vests in any one
year has an aggregate exercise price in excess of $100,000, that
portion of this Option in excess of that $100,000 aggregate vesting
limit will not qualify as an incentive stock option but will be
treated as a vested non-qualified stock option.
Expiration Date
: September 10, 2015 (the
“Stated Expiration Date”) or, in the event
Employee’s employment by the Company and its subsidiaries
terminates earlier, the date the Option ceases to be exercisable
under Section 4 hereof.
The Option is subject to the terms
and conditions of the Amended and Restated 2002 Incentive
Compensation Plan (the “Plan”) and this Agreement,
including the Terms and Conditions of Option Grant attached hereto
and deemed a part hereof. The number and kind of shares
purchasable, the Exercise Price, and other terms and conditions are
subject to adjustment in accordance with Section 11(c) of the
Plan.
Employee acknowledges and agrees
that (i) the Option is nontransferable, except as provided in
Section 6 hereof and Section 11(b) of the Plan,
(ii) the Option is subject to forfeiture in the event of
Employee’s termination of employment in certain
circumstances, as specified in Section 4 hereof, and
(iii) sales of Shares will be subject to the Company’s
policies regulating trading by employees.
IN WITNESS WHEREOF, HORACE MANN
EDUCATORS CORPORATION has caused this Agreement to be executed by
its officer thereunto duly authorized.
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HORACE MANN
EDUCATORS CORPORATION
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By:
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Louis G. Lower,
II
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President and
CEO
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TERMS AND CONDITIONS OF OPTION GRANT
The following Terms and Conditions
apply to the Option granted to Employee by HORACE MANN EDUCATORS
CORPORATION (the “Company”), as specified on the
preceding page. Certain specific terms of the Option, including the
number of shares purchasable, vesting and Expiration Date, and
Exercise Price, are set forth on the preceding page.
1. General . The
Option is granted to Employee under the Company’s Amended and
Restated 2002 Incentive Compensation Plan (the “Plan”),
which has been previously delivered to Employee and/or is available
upon request to the Human Resources Financial Services Department.
All of the applicable terms, conditions and other provisions of the
Plan are incorporated by reference herein. Capitalized terms used
in this Agreement but not defined herein shall have the same
meanings as in the Plan. If there is any conflict between the
provisions of this document and mandatory provisions of the Plan,
the provisions of the Plan govern. By accepting the grant of the
Option, Employee agrees to be bound by all of the terms and
provisions of the Plan (as presently in effect or later amended),
the rules and regulations under the Plan adopted from time to time,
and the decisions and determinations of the Compensation Committee
of the Company’s Board of Directors (the
“Committee”) made from time to time. The Option is an
incentive stock option as defined under Section 422 of the
Internal Revenue Code of 1986, as amended, to the maximum extent
possible, and any portion that does not so qualify is a
non-qualified stock option.
2. Right to Exercise
Option . Subject to all applicable laws, rules, regulations
and the terms of the Plan and this Agreement, Employee may exercise
the Option only after the time and to the extent the Option has
become vested and exercisable and prior to the Expiration Date of
the Option.
3. Method of Exercise
. To exercise the Option, Employee must (a) give written
notice to the Vice President, Shared Services: HR Financial
Services or designee of the Company, which notice shall
specifically refer to this Agreement, state the number of Shares as
to which the Option is being exercised, the name in which he or she
wishes the Shares to be issued, and be signed by Employee, and
(b) pay in full to the Company the Exercise Price of the
Option for the number of Shares being purchased either (i) in
cash (including by check), payable in United States dollars, (ii),
by delivery of Shares already owned by Employee (which Shares must
have been held for at least six months if they were acquired under
a Company plan and are not considered to be “mature”
shares for accounting purposes) having a fair market value,
determined as of the date the Option is exercised, equal to all or
the part of the aggregate Exercise Price being paid in this way, or
(iii) in any other manner then permitted by the Committee.
Once Employee gives notice of exercise, such notice may not be
revoked. When Employee exercises the Option, or part thereof, the
Company will transfer Shares (or make a non-certificate