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IRWIN COMMERCIAL FINANCE
CORPORATION
2005 STOCK OPTION AGREEMENT
1. Grant
of Option . Irwin Commercial Finance Corporation, an Indiana
corporation (the “Company”), hereby grants to JOSEPH
LaLEGGIA (the “Optionee”) an option (the
“Option”) to purchase a total number of shares of Stock
(the “Shares”) set forth in the Irwin Commercial
Finance 2005 Notice of Stock Option Grant (the
“Notice”), at the exercise price per share set forth in
the Notice (the “Exercise Price”), subject to the terms
and conditions of this Irwin Commercial Finance Corporation 2005
Stock Option Agreement (the “Agreement”) and the
Shareholder Agreement of the Company, dated as of December 23,
2005 (the “Shareholder Agreement”).
2. Exercise of Option . This Option shall be
exercisable during its term set out in the Notice as
follows:
(i) This
Option may be exercised solely as to Shares which have vested, as
indicated on the Notice.
(ii) In
the event of Optionee’s termination of employment or service
as a director, the exercisability of the Option is governed by
Section 5 below, subject to the limitation contained in
Section 2(a)(iii) below.
(iii) In
no event may this Option be exercised after the Expiration Date of
this Option as set forth in the Notice.
(b) Method of Exercise . This Option shall be
exercisable by written notice approved for such purpose by the
Company which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised,
and such other representations and agreements as to the
Optionee’s investment intent with respect to such shares of
Stock as may be required by the Company. Such written notice shall
be signed by Optionee and shall be delivered in person, by
certified mail, or by nationally recognized courier service with
written receipt of delivery, to the Secretary of the Company. The
written notice shall be accompanied by payment of the Exercise
Price. This Option shall be deemed to be exercised upon receipt by
the Company of such written notice accompanied by the Exercise
Price.
No Shares will be
issued pursuant to the exercise of an Option unless such issuance
and such exercise shall comply with all relevant provisions of
applicable law, including the requirements of any stock exchange
upon which the Shares may then be listed. Assuming such
compliance, for
income tax purposes the Shares shall be considered transferred to
Optionee on the date on which the Option is exercised with respect
to such Shares.
3. Method of Payment . Payment of the Exercise Price
must be in cash or its equivalent denominated in U.S.
dollars.
4. Restrictions on Exercise . As a condition to the
exercise of this Option, the Company may require Optionee to make
any representation and warranty to the Company as may be required
by any applicable law or regulation.
5. Termination of Relationship .
(a) Termination of Employment Due to Death . In the
event Optionee’s employment or service as a director is
terminated by reason of death, any outstanding Options whether or
not then exercisable, may be exercised within twelve
(12) months after such date of termination of employment or
service. In no case shall the period for exercise extend beyond the
expiration date of such option grant.
(b) Termination of Employment due to Disability or
Retirement . In the event that Optionee’s employment or
service as a director is terminated due to disability or
retirement, the options theretofore granted to such Optionee may be
exercised to the extent that such Optionee was entitled to exercise
the options at the date of such termination, but only within a
period of three (3) years beginning on the day following the date
of such termination. In no case shall the period for exercise
extend beyond the expiration date of such option grant. So long as
Optionee shall continue to serve as a director or continue to be an
employee of the Company, the options granted to the
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