Exhibit 10.1
VESTA INSURANCE GROUP,
INC.NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made by and between Vesta
Insurance Group, Inc. (the "Company") and
________________________(the "Optionee").
W I T N E S S E T H:
1. Grant of
Option . The Company hereby grants to the Optionee, subject to
the terms conditions set forth in this Agreement, the right and
option (the “Option”) to purchase from the Company all
or any part of an aggregate of _____ Thousand ( ,000) shares of
common stock ($.01 par value) of the Company (the
“Stock”) at the purchase price of $3.39 per share, the
closing price of the Stock on the New York Stock Exchange Composite
Tape on April 15, 2005 (the “Grant Date”). The Option
is not intended to be treated as an incentive stock option as
defined in Section 422 of the Internal Revenue Code of 1986, as
amended. Except as otherwise set forth herein, the Option shall be
subject to the provisions of the Vesta Insurance Group, Inc. 2001
Incentive Compensation Plan (the “Plan”), and all
capitalized terms used herein for which no definition is provided
herein shall have the meanings set forth in the Plan.
2. Terms and
Conditions . It is understood and agreed that the Option
evidenced hereby is subject to the following terms and
conditions:
(a)
Expiration Date . The Option shall expire ten (10) years
after the Grant Date (the “Expiration Date”). After the
Expiration Date, the parties shall have no further rights or
obligations hereunder.
(b)
Exercise of Option . Subject to the terms and conditions of
this Agreement regarding the exercisability of the Option, the
Option may be exercised in whole or in part in accordance with the
following schedule:
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Exercisable
With Respect
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On
or After
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to the
Following Cumulative
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This Date
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Number of
Shares
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April 15,
2006
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April 15,
2007
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April 15,
2008
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April 15,
2009
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April 15,
2010
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The
period during which the Option is exercisable in accordance with
the above schedule until the Expiration Date shall be the
“Option Period”.
(c)
Method of Exercise . This Option shall be exercisable by
executing the Stock Option Notice of Exercise in the form attached
hereto as Exhibit A (the “Exercise Notice”) which shall
state Optionee’s election to exercise the Option and the
number of Shares in respect of which the Option is being exercised.
Such written notice shall be signed by the Optionee and shall be
delivered in person or by certified mail to the Secretary of the
Company or the Secretary’s designee. Notation of any partial
exercise shall be made by the Company on Schedule 1 hereto. This
Option shall be deemed to be exercised upon receipt by the Company
of such Exercise Notice accompanied by the exercise price. The
Exercise Notice shall be accompanied by payment of the exercise
price in any manner described in Section 6(d) of the
Plan.
(d)
Rights of Optionee upon Termination of Employment . The
Committee has determined not to alter the default provisions
contained at Section 6(e) through 6(h) of the Plan. Accordingly, in
the event Optionee’s employment is terminated for any reason,
then the Optionee’s ability to exercise the Options shall be
governed by Section 6(e) through 6(h) of the Plan.
(e)
Non-Transferability . The Option may be transferred only to
members of Optionee’s immediate family, including the trusts
for the benefit of such family members and partnerships in which
such family members are the only partners. For purposes of
paragraph (d) of this Section 2, in the event that the Option is
transferred, such Option may be exercised by the transferee only to
the extent that the Optionee would have been so entitled had the
Option not been transferred.
(f)
Adjustments . In the event of any merger, reorganization,
consolidation, recapitalization, Stock dividend, or other change in
corporate structure affecting the Stock, a substitution or
adjustment shall be made in the number and option price of shares
subject to the Option as may be determined to be appropriate by the
Committee, in its sole discretion, provided that the
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