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NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE MOBILE AMERICA CORPORATION INCENTIVE PLAN
Non-Employee Director
THIS AGREEMENT, made and entered into as of this _____ day of
____________, 1998, by and between MOBILE AMERICA CORPORATION, a Florida
corporation (the "Company"), and _________________, a director of the
Company (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the Mobile America Corporation
Incentive Plan (the "Plan") which provides for the grant of stock options
to key employees and non-employee directors of the Company;
WHEREAS, the Director Grant Committee (as defined in the Plan)
has approved the grant of stock options to purchase shares of the
Company's common stock, $.0025 par value (the "Common Stock"), to the
Optionee;
WHEREAS, the option granted under this Agreement is not intended
to constitute an incentive stock option ("Nonqualified Stock Option"), as
defined in Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code");
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant. Subject to the terms and conditions of this
Agreement and the Plan, the Company confirms the grant to the Optionee of
a Nonqualified Stock Option to purchase from the Company all, or any part,
of the aggregate number of ________ shares of Common Stock (hereinafter
referred to as the "Optioned Shares," and the option to purchase the
Optioned Shares referred to as the "Option").
2. Option Price. The price to be paid for the Optioned Shares
shall be $_____ per share which is an amount not less than 100% of the
fair market value on the date the option was granted to Optionee.
3. Time of Exercise. The Option is fully exercisable and may
be exercised by the Optionee in whole or in part at any time and from time
to time, after the date hereof prior to its expiration as provided in
Section 7 of this Agreement.
4. Manner of Exercise and Payment. The Option may be
exercised only by written notice to the Company by the Optionee of the
Optionee's intent to exercise the Option, delivered to the Company at its
principal office, specifying the number of shares with respect to which
the Option is being exercised, accompanied by full payment for such
shares: (a) in cash or its equivalent; (b) with the consent of the
Director Grant Committee, by tendering shares of Common Stock valued at
their fair market value at the time of exercise; or (c) with the consent
of the Director Grant Committee, by any combination of (a) and (b).
5. Issuance of Stock Certificates. Upon satisfaction of the
conditions of Section 4, the Company shall promptly deliver to the
Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect
the agreements and conditions applicable to such shares referred to in
Section 10.
6. Nontransferability of Option. The Option is not
transferable by the Optionee otherwise than by will or the laws of descent
and distribution.
7. Term. The Option shall expire on August 22, 2007, and
shall not be exercisable thereafter.
8. Tax Withholding.
(a) It shall be a condition of the obligation of the
Company to issue or transfer shares of Common Stock upon exercise of the
Option, that the Optionee shall pay to the Company upon its demand, or
agree that the Company may withhold from compensation due the Optionee,
such amount as may be requested by the Company for the purpose of
satisfying its liability to withhold federal, state or local income or
other taxes incurred by reason of the exercise of the Option. If the
Optionee fails to comply with this Section 8, the Company may refuse to
issue or transfer shares of Common Stock upon exercise of the Option.
(b) With the consent of the Director Grant Committee, the
Optionee may elect to have the Company withhold that number of Optioned
Shares otherwise issuable to the Optionee upon exercise of the Option or
to deliver to the Company a number of Shares, in each case, having a fair
market value at the time of exercise, as determined by the Board, equal to
the minimum amount required to be withheld as a result of such exercise.
The election must be made in writing and delivered to the Company on or
prior to the date of exercise. The shares so withheld or delivered shall
be free of all adverse claims and shall be endorsed in blank by the
Optionee or accompanied by stock powers duly endorsed in blank.
9. Capital Adjustments Affecting Stock. In the event of a
capital adjustment resulting from a stock dividend, stock split, spin-off,
reorganization, recapitalization, merger, consolidation, reclassification,
combination or exchange of shares, the Optioned Shares shall be adjusted
in a manner consistent with such capital adjustment. The price of any
shares under the Option shall be adjusted such that there will be no
change in the aggregate purchase price payable upon exercise of the
Option. To the extent deemed equitable and appropriate by the Board,
subject to any required action by shareholders, in any merger,
consolidation, reorganization, liquidation or dissolution, the Option
shall pertain to the securities and other property to which a holder of
the number of shares of stock covered by the Option would have been
entitled to receive in connection with any such event.
10. Restriction on Transfer of Common Stock. The shares to be
acquired upon exercise of the Option may not be sold or offered for sale
except (i) pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Act") or any applicable state
securities laws, (ii) in a transaction satisfying the requirements of Rule
144 promulgated under the Act, or (iii) in a transaction which, in the
opinion of counsel for the Company, is exempt from the registration
provisions of the Act or applicable state securities laws. The Optionee
agrees that any certificate representing shares acquired upon exercise of
the Option may bear the following legend:
The shares of Common Stock represented by this certificate
are restricted securities as that term is defined under
Rule 144 promulgated under the Securities Act of 1933, as
amended (the "Act"). These shares may not be sold,
transferred or disposed of unless they are registered under
the Act, sold in a transaction satisfying the requirements
of Rule 144 or unless the request to transfer is
accompanied by an opinion of counsel acceptable to the
issuer, that the transfer will not result in a violation of
the Act or any applicable state securities laws.
11. Specific Restrictions Upon Optioned Shares. The Optionee
hereby agrees with the Company that the Optionee shall acquire the
Optioned Shares for investment purposes only and not with a view to resale
or other distribution thereof to the public in violation of the Act, and
shall not dispose of the Optioned Shares in any transaction which, in the
opinion of counsel to the Company, would violate the Act, or the rules and
regulations thereunder, or any applicable state securities or blue sky
laws.
12. Rights as Shareholder. The Optionee shall not be deemed
for any purposes to be a shareholder of the Company with respect to any of
the Optioned Shares except to the extent that the Option shall have been
exercised, such shares shall have been fully paid, and a stock certificate
issued therefor.
13. Power of Company Not Affected. The existence of the Option
shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or
dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
14. Interpretation by the Board. As a condition of the
granting of the Option, Optionee agrees, for himself and his successors,
that this Agreement shall be interpreted by the Director Grant Committee
and that any interpretation by the Director Grant Committee shall be
final.
15. Incorporation by Reference. The terms of the Plan to the
extent not stated herein are expressly incorporated herein by reference
and in the event of any conflict between this Agreement and the Plan, the
Plan shall govern.
16. Amendment or Modification. No term or provision of this
Agreement may be amended, modified or supplemented orally, but only by an
instrument in writing signed by the party against which or whom the
enforcement of the amendment, modification or supplement is sought.
17. Governing Law. This Agreement shall be governed by the
internal laws of the State of Florida as to all matters, including but not
limited to matters of validity, construction, effect, performance and
remedies.
18. Entire Agreement. This Agreement entered into between the
Optionee and the Company sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersedes
all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer,
employee or representative of any party hereto; and any prior agreement of
the parties hereto in respect of the subject matter contained herein is
hereby terminated and canceled.
19. Delegation by Board. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange or market, the
Board may delegate all or any portion of its responsibilities and powers
to any one or more of its members. Any such delegation may be revoked by
the Board at any time.
20. Heirs and Successors. This Agreement shall be binding
upon, and inure to the benefit of, the Company and its successors and
assigns, and upon any person acquiring all or substantially all of the
Company's assets and business. In the event of the Optionee's death prior
to exercise of the Option, the Option may be exercised by the estate of
the Optionee to the extent such exercise is otherwise permitted by this
Agreement.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer, and the Optionee has executed
this Agreement as of the day and year first above written.
MOBILE AMERICA CORPORATION
By:_____________________________________________
Title:__________________________________________
OPTIONEE:
________________________________________________
Print Name:_____________________________________
