Exhibit 10.28
NONQUALIFIED STOCK
OPTION
NONQUALIFIED STOCK OPTION AGREEMENT
(“Agreement”) dated as of May 8, 2007, 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 $21.53 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-fifth of the shares covered by this Option on
the first anniversary hereof, as to two-fifths 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-fifths 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), as to
four-fifths of the shares covered by this Option on the fourth
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 fifth
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 fifth 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. 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
