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HORACE MANN EDUCATORS CORPORATION Amended and Restated 2002 Incentive Compensation Plan

Stock Option Agreement

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This Stock Option Agreement involves

HORACE MANN EDUCATORS CORPORATION

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Title: HORACE MANN EDUCATORS CORPORATION Amended and Restated 2002 Incentive Compensation Plan
Date: 3/2/2009
Industry: Insurance (Prop. and Casualty)     Sector: Financial

HORACE MANN EDUCATORS CORPORATION Amended and Restated 2002 Incentive Compensation Plan, Parties: horace mann educators corporation
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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:

 

 

Shares purchasable:

  

???

  

 

Exercise Price:

  

$XXXX per Share

  

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.

 

HORACE MANN EDUCATORS CORPORATION

By:

 

 

 

Louis G. Lower, II

 

President and CEO


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


 
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