Exhibit
10.4
STOCK OPTION
AGREEMENT (NON-QUALIFIED)
CERTIFICATE NO.
E-
This STOCK OPTION
AGREEMENT (the " Agreement ") is made effective as of
__________________________ by and between American Physicians
Service Group, Inc., (the " Company "), and
_________________________ (the “Optionee
").
Whereas Optionee is a
valuable and trusted employee and or director of the Company, and
the Company considers it desirable and in its best interests that
Optionee be given an inducement to acquire a further proprietary
interest in the Company and an added incentive to advance the
interests of the Company by possessing an option to purchase shares
of the Company's common stock, par value $0.10 (the " Common
Stock "), in accordance with the 2005 Incentive and
Non-Qualified Stock Option Plan of the Company (the " Plan
").
NOW, THEREFORE, in
consideration of the premises, it is agreed by and between the
parties as follows:
1.
Grant of
Non-Qualified Stock Option. The Company hereby grants to
Optionee the right, privilege and option (the " Option ") to
purchase _______ shares of Common Stock (the " Option Shares
") at the purchase price of $________ per share (the " Option
Price "), as a Non-Qualified Stock Option, in the manner and
subject to the conditions hereinafter provided.
2.
Time of Exercise of
Option. Subject to the limitations
contained herein, the aforesaid option may be exercised at any
time, and from time to time, in whole or in part, during the period
ending five (5) years from the date of this agreement or until the
termination thereof as provided in Section 4 below.
3.
Method of
Exercise. The Option shall be exercised
by written notice directed to the Board of Directors of the
Company, at the Company's principal place of business, specifying
the number of shares of Common Stock purchased and accompanied by
payment of the option price in a form suitable to the Company.
With the consent of the Option Committee, such payment may be
in the form of shares of Company stock owned by the Optionee
immediately prior to the exercise of the Option. In addition,
the Option may be exercised through such “cashless
exercise” procedures that are, from time to time, deemed
acceptable by the Option Committee and not in violation of
applicable law.
(a) This option is
exercisable with respect to the shares as indicated
below:
Date
Number of
Shares
(b) The Company
shall make immediate delivery of such shares, provided that if any
law or regulation requires the Company to take any action with
respect to the shares specified in such notice before the issuance
thereof, then the date of delivery of such shares shall be extended
for the period necessary to take such action.
(c) The Option may
be exercised within the above limitations and subject to the
limitations contained within this section, as to any part of all of
the shares covered thereby.
4.
Termination of
Option. Except as herein otherwise
stated, the Option to the extent not heretofore exercised shall
terminate upon the first to occur of the following
dates:
(a) The expiration
of the option period as set out in Section 2 above.
(b) The expiration
of three (3) months after the date on which an Optionee's
employment by the Company or director relationship with the Company
is terminated for any reason other than death or permanent and
total disability;
(c) The expiration of
twelve (12) months after the date on which Optionee's employment by
the Company or director relationship with the Company is terminated
by reason of Optionee's permanent and total
