Exhibit 10.3
NON-INCENTIVE STOCK OPTION
AGREEMENT
Under
ENCORE CAPITAL GROUP,
INC.
2005 STOCK INCENTIVE
PLAN
Shares of Common
Stock
ENCORE CAPITAL GROUP, INC. (the
“Company”), pursuant to the terms of its 2005 Stock
Incentive Plan, as amended (the “Plan”), hereby grants
to
(the “Optionee”) the right and option to purchase
shares of Common Stock, par value $.01 per share (the “Common
Stock”), of the Company (the “Option”) upon and
subject to the following terms and conditions of this agreement
(the “Agreement”):
1. The Option is not intended to
qualify as an incentive stock option under the provisions of
Section 422 of the Internal Revenue Code of 1986, as amended,
or its predecessor (the “Code”).
2.
is the date of grant of the Option (“Date of
Grant”).
3. The purchase price of the shares
of Common Stock subject to the Option shall be $
per
share.
4. The Option shall vest and be
exercisable as follows:
|
|
(a)
|
of such shares of Common Stock shall
vest and be exercisable on or after the first anniversary of the
Date of Grant;
|
|
|
(b)
|
an additional
of such shares of Common Stock shall vest and be exercisable on or
after the second anniversary of the Date of Grant; and
|
|
|
(c)
|
all such shares
of Common Stock shall be exercisable on or after the third
anniversary of the Date of Grant.
|
Vesting shall cease upon the date of
termination of the Optionee’s continuous service to the
Company or an Affiliate as an employee, consultant or director
(“Continuous Service”).
Notwithstanding the foregoing, in
the event of (i) the termination of the Optionee’s
Continuous Service as a result of the Optionee’s death or
Disability, or (ii) the occurrence of a Change of Control (as
defined in the Plan) during your Continuous Service, the Option
shall be deemed to be fully (100%) vested and exercisable as
of immediately prior to the Optionee’s death or Disability or
the Change of Control.
For purposes of this Agreement, a
change in the capacity in which the Optionee renders service to the
Company or an Affiliate as an employee, consultant or director or a
change in the entity for which the Optionee renders such service,
provided that there is no interruption or termination of the
Optionee’s service with the Company or an Affiliate, shall
not terminate the Optionee’s Continuous
Service. For example, a change in status from an
employee of the Company to a consultant to an Affiliate or to a
director shall not constitute an interruption of Continuous
Service. To the extent permitted by law, the Board or its
compensation committee or any officer designated by the Board or
its compensation committee, in that party’s sole discretion,
may determine whether Continuous Service shall be considered
interrupted in the case of any leave of absence approved by that
party, including sick leave, military leave or any other personal
leave. Notwithstanding the foregoing, a leave of absence shall be
treated as Continuous Service for purposes of vesting to such
extent as may be provided in the Company’s leave of absence
policy, in the written terms of any leave of absence agreement or
policy applicable to the Optionee, or as otherwise required by
law.
5. The unexercised portion of any
such Option shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the
following:
|
|
(b)
|
the termination
of the Optionee’s Continuous Service, in which event the
Option shall terminate as follows:
|
|
|
(i)
|
if such
termination constitutes or is attributable to a breach by the
Optionee of an employment or consulting agreement with the Company
or any of its Affiliates, or if the Optionee is discharged or if
his or her Continuous Service is terminated for Cause, then the
Option shall terminate immediately upon such termination
date;
|
|
|
(ii)
|
if such
termination is due to the death or Disability of the Optionee, then
the Option shall terminate on the one-year anniversary of the date
of death or Disability of the Optionee; or
|
|
|
(iii)
|
if such
termination is for any other reason including the voluntary or
involuntary termination of the Optionee’s Continuous Service,
then the Option shall terminate on the ninetieth (90th) day
following the date of termination of Continuous Service.
|
|
|
(c)
|
the occurrence
of a Change of Control; provided, however, that the Option shall be
exercisable until the earlier of (A) the date described in
Section 5(a) and (B) the later of (i) the first
anniversary of the Change of Control and (ii) the time
otherwise determined pursuant to the foregoing provisions of this
Section 5.
|
6. The Option may be exercised,
subject to the provisions of the Plan and of this Agreement, as to
all or part of the shares of Common Stock covered hereby, as to
which the Option shall then be exercisable, by providing a notice
of exercise form in accordance with such procedures as are
established by the Company and communicated to the Optionee from
time to time. Any notice of exercise must specify how many shares
the Optionee wishes to purchase and how the shares should be
registered. The notice of exercise will be effective when it is
received by the Company at its principal business office,
accompanied by payment of the full purchase price for the shares
being purchased, in a form permitted under the Agreement, and
provision, acceptable to the Company,
2
