Exhibit 10.29
NONQUALIFIED STOCK
OPTION
NONQUALIFIED STOCK OPTION AGREEMENT
(“Agreement”) dated as of May 6, 2008, between
MIDAS, INC., a Delaware corporation (the
“Corporation”), and
,
an employee of the Corporation or one of its subsidiaries (the
“Holder”).
WHEREAS, the Corporation desires, by
affording the Holder an opportunity to purchase shares of the
Corporation’s Common Stock as hereinafter provided, to carry
out the purposes of the Corporation’s Amended and Restated
Stock Incentive Plan (the “Plan”), as adopted by the
Board of Directors of the Corporation (the “Board”) and
approved by the Shareholders of the Corporation on May 10,
2005; and
WHEREAS, the Board has duly made all
determinations necessary or appropriate to the grant
hereof.
NOW, THEREFORE, in consideration of
the premises and the mutual covenants hereinafter set forth and for
other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto have agreed, and do hereby agree,
as follows:
1. The Corporation hereby
irrevocably grants to the Holder, as a matter of separate agreement
and not in lieu of salary or any other compensation for services,
the right and option (the “Option”), to purchase
( )
shares of Common Stock of the Corporation on the terms and
conditions herein set forth.
2. For each of said shares
purchased, the Holder shall pay to the Corporation $15.22 per share
(the “Option Price”).
3. Subject to the provisions of
paragraphs 7, 8 and 9 hereof, this Option shall be for a term of
ten years from the date of this Agreement and shall become
exercisable as to one-fourth of the shares covered by this Option
on the first anniversary hereof, as to two-fourths of the shares
covered by this Option on the second anniversary hereof (reduced by
such number of shares as may have theretofore been purchased
hereunder), as to three-fourths of the shares covered by this
Option on the third anniversary hereof (reduced by such number of
shares as may have theretofore been purchased hereunder), and as to
all shares covered by this Option and not theretofore purchased on
the fourth anniversary hereof. The Corporation shall not be
required to issue any fractional shares upon exercise of this
Option, and any fractional interests resulting from the calculation
of the number of shares in respect of which this Option may be
exercised prior to the fourth anniversary hereof shall be rounded
down to the nearest whole share. Except as provided in paragraphs
7, 8 and 9 hereof, this Option may not be exercised unless the
Holder shall, at the time of exercise, be an employee of the
Corporation or one of its “subsidiaries”, as defined in
the Plan.
4. This Option may be exercised only
by one or more notices in writing of the Holder’s intent to
exercise this Option, accompanied by payment by check to the
Corporation in an amount equal to
the aggregate Option Price of the total number
of whole shares then being purchased. Unless otherwise specified by
the Corporation, each such notice and check shall be delivered to
the Treasurer of the Corporation, at the principal office of the
Corporation or, at the risk of the Holder, mailed to the Treasurer
at said office.
5. Following the exercise of this
Option, the Corporation will advise the Holder of the applicable
Federal and state income taxes required to be withheld by reason of
such exercise. Thereupon, the Holder shall forthwith deliver to the
Corporation a check payable to the Corporation or the subsidiary of
the Corporation which employs the Holder, as the case may be,
representing said taxes.
6. Except as otherwise provided in
the Plan, this Option is not transferable by the Holder otherwise
than by will or the laws of descent and distribution and may be
exercised, during the lifetime of the Holder, only by the
Holder.
7. In the event of the termination
of employment of the Holder with the Corporation or one of its
subsidiaries, other than by reason of Retirement (as defined in the
Plan) or death, the Holder may exercise this Option at any time
within three months (or one year, if the Holder is permanently and
totally disabled within the meaning of Section 22(e)(3) of the
Federal Internal Revenue Code) after such t
