Exhibit 10.14
QUOTESMITH.COM, INC.
2004 LIFE QUOTES NON-QUALIFIED STOCK OPTION PLAN
Purpose
The purpose of the
Quotesmith.com, Inc. 2004 Life Quotes Non-Qualified Stock
Option Plan (the “Plan”) is to foster and promote the
long-term financial success of Quotesmith.com, Inc., a
Delaware corporation, and its subsidiaries (the
“Company”). The Plan provides for the award of
stock options to certain former employees of Life Quotes who are
now employees of a subsidiary of the Company.
Definitions
For purposes of this Plan, the
following terms used herein shall have the following meanings,
unless a different meaning is clearly required by the
context.
“Board” means the Board of Directors
of the Company.
“Change in Control” means a change
in control of the Company of a nature that would be required to be
reported in response to Item l(a) of the Current Report on
Form 8-K, as in effect as of the Effective Date, promulgated
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
whether or not the Company is then subject to the reporting
requirements of the Exchange Act, provided that, without
limitation, such a change in control shall be deemed to have
occurred if:
there shall be
consummated any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all of the Company’s assets;
the
stockholders of the Company approve any plan or proposal of
liquidation or dissolution of the Company;
there shall be
consummated any consolidation or merger of the Company in which the
Company is not the surviving or continuing corporation, or pursuant
to which shares of the Company’s Common Stock would be
converted into cash, securities or other property, other than a
merger of the Company in which the holders of the Company’s
Common Stock immediately prior to the merger have, directly or
indirectly, at least a 67% ownership interest in the outstanding
Common Stock of the surviving corporation immediately after the
merger;
any
“person” or “group” (as such terms are used
in Section 13(d) and 14(d) of the Exchange Act)
shall become, after the Effective Date, the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 51% or more of the combined voting power of the
Company’s then-outstanding voting securities ordinarily
having the right to vote for the election of
directors;
individuals
who, as of the Effective Date, constitute the Board of Directors of
the Company (the “Board” generally, and as of the
Effective Date, the “Incumbent Board”) shall cease for
any reason to constitute a majority of the Board, provided that any
person becoming a director subsequent to the date of this Agreement
whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election
contest relating to the directors of the Company) shall be, for
purposes of this Plan, considered as though such person were a
member of the Incumbent Board;
a proceeding
is instituted in a court of competent jurisdiction seeking a decree
or order for relief in respect of the Company in an involuntary
case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or for any substantial part of
its property, or for the winding-up or liquidation of its affairs,
and such proceeding remains undismissed or unstayed and in effect
for a period of 60 consecutive days or such court enters a decree
or court granting the relief sought in such proceeding;
or
the Company
commences a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereinafter in effect,
consents to the entry of an order for relief in an involuntary case
under any such law, or consents to the
appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of or for any substantial
part of its property, or makes a general assignment for the benefit
of creditors, or fails generally to pay its debts as they become
due, or take any corporate action in furtherance of any of the
foregoing.
“Code” means the Internal Revenue
Code of 1986, as amended.
“Committee” shall have the meaning
provided in Section 3 of the Plan.
“Common Stock” means the common
stock, $0.003 par value per share, of the Company.
“Continuous Service” means that the
Participant’s service with the Company or any Subsidiary as
an employee is not interrupted or terminated. The
Participant’s Continuous Service shall not be deemed to have
terminated merely because of a change in the capacity in which the
Participant renders service to the Company or any Subsidiary as an
employee or a change in the entity for which the Participant
renders such service, provided that there is no interruption or
termination of the Participant’s Continuous Service.
For example, a change in status from an employee of the Company to
an employee of a Subsidiary will not constitute an interruption of
Continuous Service. The Committee, in its sole discretion,
may determine whether Continuous Service shall be considered
interrupted in the case of any approved leave of absence by that
party, including sick leave, military leave or any other personal
leave.
“Disability” means a mental or
physical condition which, in the opinion of the Committee, renders
a Participant unable or incompetent to carry out the job
responsibilities which such Participant held or the tasks to which
such Participant was assigned at the time the disability was
incurred, and which is expected to persist for an indefinite
duration exceeding one year.
“Effective Date” shall have the
meaning provided in Section 19 of the Plan.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
“Fair Market Value” means, as
determined by the Committee, the closing price as quoted on the
Nasdaq National Market on the trading day immediately preceding the
date for which the determination is being made; or, in the event
that no such closing price exists due to no sale having taken place
on such day, the average of the reported closing bid and asked
prices on such day; or, if the Common Stock of the Company is
listed on a national securities exchange, the closing price on the
principal national securities exchange on which the Common Stock is
listed or admitted to trading on the trading day immediately
preceding the date for which the determination is being made; or,
if no such closing price exists due to no sale having taken place
on such day, the average of the closing bid and asked prices on
such day on the principal national securities exchange on which the
Common Stock is listed or admitted to trading; or if the Common
Stock is not quoted on such Nasdaq national Market nor listed or
admitted to trading on a national securities exchange, then the
average of the closing bid and asked prices on the day immediately
preceding the date for which the determination is being made in the
over-the-counter market as reported by Nasdaq; or, if bid and asked
prices for the Common Stock on such day shall not have been
reported through Nasdaq, the average of the bid and asked prices
for such day as furnished by any New York Stock Exchange member
firm regularly making a market in the Common Stock selected for
such purpose by the Board or a committee thereof; or, if none of
the foregoing is applicable, then the fair market value of the
Common Stock as determined in good faith by the Committee in its
sole discretion.
“Participant” shall mean any
employee of the Company or any Subsidiary to whom an award is
granted under the Plan.
“Sale Event” means any
(a) sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all of the Company’s assets, (b) sale,
exchange or other transfer of all of the Company’s
outstanding capital stock to a third party or group of third
parties acting in concert or (c) consolidation or merger of
the Company in which the Company is not the surviving or continuing
corporation, or pursuant to which shares of the Company’s
Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders
of the Company’s Common Stock immediately prior to the merger
have, directly or indirectly, at least a 67% ownership interest in
the outstanding Common Stock of the surviving corporation
immediately after the merger.
“Stock Option” means any option to
purchase Common Stock granted pursuant to
Section 6.
“Subsidiary” means a company,
domestic or foreign, of which not less than 50 percent of the
voting shares are held by the Company or by a Subsidiary, whether
or not such company now exists or is hereafter organized or
acquired by the Company or by a Subsidiary.
“Term of the Plan” means the period
beginning on the Effective Date and ending on the earlier to occur
of (i) the date the Plan is terminated by the Board in
accordance with Section 16 and (ii) the day before the
tenth anniversary of the Effective Date.
Administration
The Plan shall be administered by a
committee of the Board (the “Committee”) consisting
solely of two or more members of the Board, each of whom shall
qualify as a “Non-employee Director” within the meaning
of Rule l6b-3 of the Exchange Act and also qualify as an
“outside director” within the meaning of
Section 162(m) of the Code and regulations pursuant
thereto. The Committee shall have the power and authority to
grant Stock Option awards to eligible persons pursuant to the terms
of the Plan.
The Committee shall have authority
in its discretion to interpret the provisions of the Plan and to
decide all questions of fact arising in its application.
Except as otherwise expressly provided in the Plan, the Committee
shall have authority to select the persons to whom Stock Option
awards shall be awarded under the Plan; to determine the size of
each such Stock Option award; to determine the time when the Stock
Option awards shall be granted; to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan
as it shall from time to time deem advisable; and to make all other
determinations necessary or advisable for the administration of the
Plan. Notwithstanding anything in the Plan to the contrary,
in the event that the Committee determines that it is advisable to
grant awards which shall not qualify for the exception for
performance-based compensation from the tax deductibility
limitations of Section 162(m) of the Code, the Committee
may make such grants or awards, or may amend the Plan to provide
for such grants or awards, without satisfying the requirements of
Section 162(m) of the Code.
The Committee also shall have
authority, in its discretion, to vary the terms of the P
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