Exhibit
10.30
THE MBIA INC.
2005 OMNIBUS INCENTIVE PLAN
NONQUALIFIED
STOCK OPTION AGREEMENT
NONQUALIFIED
STOCK OPTION AGREEMENT, between MBIA Inc., a Connecticut
corporation (the “Company”) and
(the “Agreement”), under the Company’s MBIA Inc.
2005 Omnibus Incentive Plan, as amended and as the same may be
amended from time to time (the “Plan”).
1.
Confirmation of Grant; Option Price . The Company hereby
confirms the grant to you, effective as of
, 2009 (the “Grant
Date”), of options (the “Options”) to purchase
shares of the Company’s Common Stock, par value $1.00 per
share (“Common Stock”) at an option price of $
per share (the “Option Price”). The Options are not
intended to be incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended. This Agreement is
subject in all respects to the terms of the Plan, which are made a
part of and incorporated into this Agreement. Terms used in this
Agreement with initial capital letters, but not defined herein,
shall have the same meanings as under the Plan.
2.
Exercisability . Except as otherwise provided in this
Agreement, the Options shall become exercisable, subject to the
provisions hereof, as follows: 100% of the Options shall become
exercisable on the fifth anniversary of the Grant Date. Unless an
earlier termination date is specified in accordance with
Section 4, the Options shall terminate on the seventh
anniversary of the Grant Date (the “Normal Expiration
Date”).
3.
Method of Exercise and Payment . You may exercise any
portion of the Options that has become exercisable by ( i
) written notice of exercise to the Company’s Secretary
in the form attached as Exhibit A1, A2 and A3 hereto or such other
form as may be required by the Company from time to time and (
ii ) either ( A ) paying the exercise price
in full in cash or cash equivalents, including by personal check,
or ( B ) entering into other arrangements with the
Company to ensure payment of the exercise price. The exercise price
may also be paid in whole or in part in shares of Common Stock held
by you for at least six months, based on the Fair Market Value of
such Common Stock on the date of exercise.
4.
Termination of Employment .
(a) Death
or Disability . In the event that your employment with the
Company or any of its Subsidiaries terminates by reason of your
death or Disability, then 100% of the Options shall be exercisable
as of the date of such termination, and such Options may be
exercised by you or your beneficiary as designated in accordance
with Section 8, at any time on or before the earlier to occur
of ( i ) the Normal Expiration Date or ( ii
) the first anniversary of your death or termination of
employment due to Disability.
(b)
Termination for Cause . In the event that your employment
with the Company or any of its Subsidiaries is terminated for
Cause, all of your unexercised Options (whether or not then
exercisable) shall terminate and be canceled immediately upon such
termination of employment. Your right to exercise any Options
hereunder shall be suspended during any period in which the Company
is conducting any investigation to determine whether Cause exists
for the termination of your employment. In the event that such
investigation results in a determination that Cause exists for a
termination of your employment, all of your unexercised Options
(whether or not then exercisable) shall terminate and be canceled
immediately upon such determination.
(c) Other
Termination of Employment . Unless otherwise determined by the
Committee, in the event that your employment with the Company or
any of its Subsidiaries terminates for any reason other than (
i ) your death or Disability, ( ii ) for
Cause or (iii) your retirement, then all of your Options that
are exercisable at the date of your termination of employment may
be exercised at any time prior to the expiration of the term of the
Options or the ninetieth day following your termination of
employment, whichever period is shorter, and any Options that are
not exercisable at the time of your termination of employment shall
be immediately forfeited.
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(d)
Retirement . Upon your Retirement, your Options shall
continue to become exercisable as if you remained in the
Company’s employ following Retirement, and shall remain
exercisable until the earlier of ( A ) the fourth
anniversary of your Retirement and ( B ) the date on
which the Options otherwise expires in accordance with its stated
term.
(e)
Forfeiture of Options . If, after your termination of
employment, the Committee determines that, either during or after
your employment by the Company or any of its Subsidiaries, you
engaged in conduct that ( i ) would have permitted the
Company or any of its Subsidiaries to terminate your employment for
Cause had you still been employed or ( ii ) otherwise
results in damage to the business or reputation of the Company or
any of its Subsidiaries, all of the Options that are still
outstanding at the time of such determination shall immediately
terminate and be canceled immediately upon such determination by
the Committee. Upon such a determination by the Committee, the
Company may disregard any attempted exercise of the Options by
notice delivered prior to such determination, if, at such time, the
Company had not completed the steps necessary to effect such
exercise. In such case, the Company shall only be obligated to
return to you any amounts or shares of Common Stock remitted in
order to exercise such Options.
5.
Change of Control .
(a)
Accelerated Vesting and Payment . Unless the Committee shall
otherwise determine in the manner set forth in Section 5(b),
in the event of a Change of Control each Option shall become fully
exercisable (regardless of whether such Options are at such time
otherwise exercisable) and the Committee may, in its discretion,
provide that each Option shall be canceled in exchange for a
payment in cash of an amount equal to the excess, if any, of the
price per share of Common Stock paid in conjunction with any
transaction resulting in a Change in Control (as determined in good
faith by the Committee if any part of the offered price is payable
other than in cash) over the Option Price.
(b)
Alternative Awards . Notwithstanding Section 5(a), no
cancellation, acceleration of exercisability, vesting or cash
settlement or other payment shall occur with respect to any Option
if the Committee reasonably determines in good faith, prior to the
occurrence of a Change of Control, that such Option shall be
honored or assumed, or new rights substituted therefore (such
honored, assumed or substituted award being hereinafter referred to
as an “Alternative Award”), provided that any
such Alternative Award must:
(i) be based
on stock which is traded on an established securities market, or
that the Committee reasonably believes will be so traded within 60
days after the Change of Control;
(ii) provide
you with rights and entitlements substantially equivalent to or
better than the rights, terms and conditions applicable under such
Option, including, but not limited to, an identical or better
exercise and vesting schedule and identical or better timing and
methods of payment;
(iii) have
substantially equivalent economic value to such Option (determined
at the time of the Change of Control); and
(iv) have
terms and conditions which provide that in the event that your
employment is involuntarily or constructively terminated within two
years following a Change of Control, except if your employment is
terminated for Cause, any conditions on your rights under, or any
restrictions on transfer or exercisability applicable to, each such
Alternative Award shall be waived or shall lapse.
For purposes
of this Section 5(b), a “constructive termination”
shall mean a termination of employment by you following a material
reduction in your base salary or your incentive compensation
opportunity or a material reduction in your responsibilities, in
either case without your written consent.
6.
Tax Withholding . Whenever Common Stock is to be issued
pursuant to the exercise of an Option, the Company shall have the
power to withhold, or require you to remit, an amount sufficient to
satisfy Federal, state, and local withholding tax requirements
relating to such transaction, and the Company may defer payment of
cash or issuance of Common Stock until such requirements are
satisfied. The Committee may permit you to elect, subject to such
conditions as the Committee shall impose, ( i ) to have
shares of Common Stock otherwise issuable upon the exercise of an
Option withheld or ( ii ) to deliver to the Company
previously acquired shares of Common Stock having a Fair Market
Value as of the date of exercise sufficient to satisfy the
estimated total Federal, state, and local tax obligation associated
with the transaction.
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7.
Nontransferability of Awards . No Options granted hereby may
be sold, transferred, pledged, assigned, encumbered or otherwise
alienated or hypothecated, other than by will or by the laws of
descent and distribution; provided, however, that you may
transfer the Options to any of your Family Members (including,
without limitation, pursuant to a domestic relations order). In
order to transfer any options to any Family Member, you must sign
and deliver to the Secretary of MBIA a completed Stock Option
Transfer Form attached as Exhibit B hereto. Following your death,
all rights with respect to Options shall be exercised by your
designated beneficiary (or, if applicable, your estate).
8.
Beneficiary Designation . You may from time to time name any
beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid or
by whom any right under this Agreement is to be exercised in case
of your death. Each designation will revoke all prior designations,
shall be in a form reasonably acceptable to the Company, and will
be effective only when filed in writing with the Secretary of the
Company during your lifetime.
9.
Adjustment of the Number of Option Shares . The number,
class and exercise price of any outstanding Options (and the number
of shares of Common Stock subject to outstanding Options), shall be
adjusted by the Committee if, in its sole discretion, it shall deem
such an adjustment to be necessary or appropriate to reflect any
Common Stock dividend, stock split or share combination or any
recapitalization, merger, consolidation, exchange of shares,
liquidation or dissolution of the Company.
10.
Requirements of Law . The granting of Options and the
issuance of shares of Common Stock pursuant to the Options shall be
subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities
exchanges as may be required. No shares of Common Stock shall be
issued upon exercise of any Options granted hereunder, if such
exercise would result in a violation of applicable law, including
the federal securities laws and any applicable state securities
laws.
11. No
Guarantee of Employment . Nothing in this Agreement shall
interfere with or limit in any way the right of the Company or any
of its Subsidiaries to terminate your employment at any time, nor
confer upon you any right to continue in the employ of the Company
or any Subsidiary.
12. No
Voting Rights . You shall have no right, in respect of Options
granted hereby, to vote on any matter submitted to the Company
stockholders until such time as the shares of Common Stock issuable
upon exercise of such Options have been so issued.
13.
Interpretation; Construction . Any determination or
interpretation by the Committee under or pursuant to the Plan and
this Agreement shall be final and conclusive on all persons
affected hereby. In the event of a conflict between any term of
this Agreement and the terms of the Plan, the terms of the Plan
shall control.
14.
Amendments . The Committee shall have the right, in its sole
discretion, to amend this Agreement, from time to time, provided
that no such amendment shall impair your rights under this
Agreement without your consent. Subject to the preceding sentence,
any alteration or amendment of this Agreement by the Committee
shall, upon adoption thereof by the Committee, become and be
binding and conclusive on all persons affected thereby without
requirement for consent or other action with respect thereto by any
such person. The Company shall give written notice to you of any
such alteration or amendment of this Agreement as promptly as
practicable after the adoption thereof. This agreement may also be
amended in a written document signed by both you and the
Company.
15.
Miscellaneous .
(a)
Notices . All notices and other communications required or
permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given if delivered personally or sent
by certified mail, return receipt requested, postage prepaid, or by
any recognized international equivalent of such mail delivery, to
the Company or you, as the case may be, at the following addresses
or to such other address as the Company or you shall specify by
notice to the other party:
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(i)
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if to the
Company, to:
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MBIA
Inc.
113
King Street
Armonk, NY
10504
Attn: General
Counsel
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(ii) if to you,
to the address recorded on the books and records of the
Company.
All
such notices and communications shall be deemed to have been
received on the date of delivery or on the third business day after
the mailing thereof.
(b)
Applicable Law . This Agreement shall be governed by and
construed in accordance with the law of the State of Connecticut,
regardless of the law that might be applied under principles of
conflict of laws.
(c) Section
and Other Headings . The section and other headings contained
in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
IN
WITNESS WHEREOF, the Company and you have duly executed this
Agreement as of the date first above written.
Please retain
this agreement for your records.
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MBIA
INC.
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By:
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Ram D.
Wertheim, General Counsel
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4
EXHIBIT A1
– SHARE NET SETTLEMENT EXERCISE
THE MBIA INC.
2005 OMNIBUS INCENTIVE PLAN
OPTION EXERCISE
FORM
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Office Telephone Number:
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Pursuant to the
terms of the MBIA Inc. 2005 Omnibus Incentive Plan, I hereby
exercise the Option granted to me on
, 2009 for the number of shares listed below in accordance
with MBIA’s Share Net Settlement Procedures. This exercise
form is irrevocable .
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1.
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Number of shares as to which
the option is being exercised:
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2.
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Per share
exercise price:
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3.
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Delivery of
shares:
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(
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Certificate
(please specify name & address where actual shares should
be mailed)
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(
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Electronic
(DWAC) to UBS Paine Webber-Greenwich,CT
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(
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Electronic
(DWAC) to other broker (specify broker name, DTC#, contact name,
phone # & fax #)
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