Exhibit 10.1
STOCK OPTION AGREEMENT
(Non-Qualified Stock Option)
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THIS AGREEMENT is made to be effective as of March 23, 2000, by
and between Ohio Casualty Corporation, an Ohio corporation (the "Company"),
and the undersigned director of Ohio Casualty Corporation ("Director").
WITNESSETH:
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WHEREAS, the Board of Directors (the "Board") has determined
that Director should be granted an option to acquire common shares of the
Company, upon the terms and conditions set forth in this Agreement, in lieu of
being paid any cash annual retainer for the year 2000;
NOW, THEREFORE, in consideration of the premises, the parties
named above make the following agreement, intending to be legally bound
thereby:
1. Grant of Option. Subject to adjustment pursuant to
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Section 3 of this Agreement, the Company hereby grants to Director an option
(the "Option") to purchase 15,000 common shares, $.125 par value, of the
Company (the "Shares"). The Option is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). Anything contained in this Agreement to the contrary
not withstanding, the Option may not be exercised for a period of six months
from the date of this Agreement.
2. Terms and Conditions of the Option.
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(a) Option Price. The purchase price (the
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"Option Price") to be paid by Director to the Company upon the exercise of the
Option shall be $13.125 per Share, subject to adjustment as provided in
Section 3 of this Agreement.
(b) Vesting. Except as otherwise provided in
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this Agreement, the Option shall vest as follows:
(i) Subject to Director's continued service
on the Board of Directors (the "Board") of the Company, the Option shall vest
and become exercisable with respect to (a) fifty percent (50%) of the Shares
on the first anniversary of the effective date of this Agreement and (b) fifty
percent (50%) of the Shares on the second anniversary of the effective date of
this Agreement. The portion of the Option which has become vested and
exercisable pursuant to this Section 2(b) is hereinafter referred to as the
"Vested Portion" and the remaining portion shall be the "Unvested Portion".
(ii) Subject to the six-month holding period
requirements of Section 1 of this Agreement, if Director ceases to be a
director of the Company because of Director's death, Disability (as defined
below) or Retirement (as defined below), any portion of
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the Option which is then not exercisable shall vest and become exercisable
upon such termination of service as a director of the Company for the period
specified in Section 2(c) below. For purposes of this Agreement, "Disability"
means a mental or physical condition which, in the opinion of the Board,
renders Director unable or incompetent to carry out the job responsibilities
which Director held or the tasks to which Director was assigned at the time
the disability was incurred, and which is expected to be permanent or for an
indefinite duration exceeding one year. For purposes of this Agreement,
"Retirement" shall mean the retirement from service on the Board after (A)
having attained the age of 65 and (B) having served at least 10 years as a
member of the Board.
(iii) If Director ceases to be a director of
the Company for any reason other than because of Director's death, Disability
or Retirement, the Vested Portion of the Option will be exercisable upon
termination of Director's status as a director of the Company for the period
specified in Section 2(c) below and the then Unvested Portion of the Option
will terminate.
(c) Exercise of the Option. Subject to the
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provisions of this Agreement, including the six-month holding period provided
in Section 1, Director may exercise all or any part of the Vested Portion of
the Option at any time prior to the occurrence of the earliest event listed
below:
(i) the tenth anniversary of the date of
this Agreement;
(ii) twelve months following the date
Director ceases to be a director of the Company because of Director's death,
Disability or Retirement; or
(iii) three months following the date
Director ceases to be a director of the Company for any reason other than
because of Director's death, Disability or Retirement.
(d) Method of Exercise. The Vested Portion of
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the Option may be exercised by giving written notice of exercise to the
Company in care of the Treasurer of the Company stating the number of Shares
subject to the Option being purchased. Payment for all such Shares shall be
made to the Company at the time the Option is exercised in United States
dollars in cash (including check, bank draft or money order). Payment for
such Shares also may be made (i) by delivery of common shares of the Company
already owned by Director and having a Fair Market Value (as defined in
Section 2(f) of this Agreement) on the date of delivery equal to the Option
Price for the Shares purchased, or (ii) by delivery of the combination of cash
and already-owned common shares of the Company. The Board may, in its
discretion, permit payment of the Option Price of the Shares subject to the
Option by delivery of a properly executed exercise notice together with a copy
of irrevocable instructions to deliver promptly to the Company the amount of
sale or loan proceeds to pay the Option Price. After payment in full for the
Shares purchased under the Option has been made, the Company shall take all
such action as is necessary to deliver appropriate share certificates
evidencing the Shares purchased upon exercise of the Option as promptly
thereafter as is reasonably practicable.
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(e) Tax Withholding. Director will pay to the
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Company the amount of any taxes the Company is required by law to withhold
with respect to the exercise of the Option. Director may instruct the Company
to withhold from the Shares issuable upon exercise of the Option that number
of Shares having a Fair Market Value (as defined in Section 2(f) of this
Agreement) on the date of exercise equal to the amount of any taxes the
Company is required by law to withhold with respect to the exercise of the
Option.
(f) For purposes of this Agreement, "Fair Market
Value" means, on any given date, the closing price of the Company's common
shares, as reported on The Nasdaq National Market, or on any securities
exchange on which the common shares are listed for such date, or if the
Company's common shares were not traded on such date, on the next preceding
date on which the Company's common shares were traded.
3. Adjustments and Changes in the Shares.
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The following provisions shall apply to the Option:
(a) Generally. In the event that the outstanding
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common shares of the Company shall be changed into or exchanged for a
different kind of shares, other securities or other property of the Company or
of another corporation or for cash (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise) or if the number of common shares of the Company shall be
increased through the payment of a share dividend, then unless such change
results in the termination of the Option, there shall be substituted for or
added to each Share subject to the Option, the number and kind of shares,
other securities or other property and the amount of cash into which each
outstanding common share of the Company shall be changed, or for which each
such common share shall be exchanged, or to which the holder of each such
common share shall be entitled, as the case may be. The Option shall also be
appropriately amended as to the Option Price and other terms as may be
necessary to reflect the foregoing events. The number of Shares that will
become vested in accordance with Section 2(b) of this Agreement shall be
appropriately adjusted to reflect any such change in the outstanding common
shares of the Company. In the event there shall be any other change in the
number or kind of the outstanding shares of the Company, or of any shares,
other securities or other property (including cash) into which such shares
shall have been changed, or for which they shall have been exchanged, then if
the Board, in its sole discretion, shall determine that such change equitably
requires an adjustment in the Option, such adjustment shall be made by the
Board in accordance with such determination. Fractional shares resulting from
any adjustment in the Option pursuant to this Section 3(a) shall be rounded
down to the nearest whole number of shares.
(b) Change in Control. In the event there is a
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Change in Control, subject to the six month holding period, the Option shall
become immediately exercisable as of the date of the Change in Control,
whether or not exercisable under this Agreement. If the Option has been held
for less than six months as of the date of the Change in Control, the Option
shall be cancelled by the Company without consideration and shall terminate as
of the date of the
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Change in Control. For purposes of this Section 3, a Change in Control shall
be deemed to have occurred on the earliest of the following dates:
(i) Unless such acquisition shall have
been approved in advance by the Board, the date any entity or person
(including a "group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended) shall have become the beneficial owner of, or shall
have obtained voting control over, twenty percent (20%) or more of the
outstanding common shares of the Company.
(ii) The date the shareholders of the
Company approve a definitive agreement (A) to merge or consolidate the Company
with or into another corporation, in which the Company is not the continuing
or surviving corporation or pursuant to which any common shares would be
converted into cash, securities or other property of another corporation,
other than a merger of the Company in which holders of common shares
immediately prior to the merger have the same proportionate ownership of
common shares of the surviving corporation immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of substantially all
the assets of the Company; or
(iii) The date there shall have been a
change in a majority of the Board within a twelve (12) month period; provided,
however, that any new director whose nomination for election by the Company's
shareholders was approved, or who was appointed or elected to the Board, by
the vote of two-thirds of the directors then still in office who were in
office at the beginning of the twelve (12) month period shall not be counted
in determining whether there has been such a change in a majority of the
Board.
(c) No Restrictions on Company. The grant
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of this Option shall not affect in any way the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.
4. Non-Assignability of Option. Unless otherwise
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permitted by the Board, the Option shall not be assignable or otherwise
transferable by Director except by will or by the laws of descent and
distribution. The Option may not be exercised during the lifetime of Director
except by Director or Director's guardian or legal representative.
5. Buy Out of Option Grants. At any time after
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the Option becomes exercisable, the Board shall have the right to elect, in
its sole discretion and without the consent of Director, to cancel the Option
and pay to Director the excess of the Fair Market Value of the Shares over the
Option Price at the date the Board provides written notice (the "Buy Out
Notice") of the intention to exercise the right. A buy out pursuant to this
Section 5 shall be completed by the Company as promptly as possible after the
date of the Buy Out Notice. Payment of the buy out amount may be made in
cash, in common shares of the Company, or partly in cash and partly in common
shares as the Board deems advisable. To the extent payment is made in common
shares, the number of common shares shall be determined by dividing the amount
of the payment to be made by the Fair Market Value of a common share at the
date of the
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Buy Out Notice. Payment of any such buy out amount shall be made net of any
applicable foreign, federal (including FICA), state and local withholding
taxes.
6. Restrictions on Transfers of Shares. Anything
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contained in this Agreement or elsewhere to the contrary notwithstanding, the
Company may postpone the issuance and delivery of Shares upon any exercise of
the Option until completion of any stock exchange listing or registration or
other qualification of such Shares under any state or federal law, rule or
regulation as the Company may consider appropriate. The Company may require
Director, when exercising the Option, to make such representations and furnish
such information as the Company may consider appropriate in connection with
the issuance of the Shares in compliance with applicable law.
Shares issued and delivered upon exercise of the Option shall
be subject to such restrictions on trading, including appropriate legending of
certificates to that effect, as the Company, in its discretion, shall
determine are necessary to satisfy applicable legal requirements and
obligations.
7. Rights of Director as a Shareholder. Director
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shall have no rights as a shareholder of the Company with respect to any
Shares of the Company covered by the Option until the date of issuance of a
certificate to Director.
8. No Right to Continue as a Director. The grant
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of the Option shall not confer upon Director any right to continue as a
director of the Company nor limit in any way the right of the Company's
shareholders to terminate Director's status as a director of the Company at
any time.
9. Governing Law. This Agreement shall be governed
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by and construed in accordance with the laws of the State of Ohio.
10. Rights and Remedies Cumulative. All rights and
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remedies of the Company and of Director enumerated in this Agreement shall be
cumulative and, except as expressly provided otherwise in this Agreement, none
shall exclude any other rights or remedies allowed by law or in equity, and
each may be exercised and enforced concurrently.
11. Captions. The captions contained in this
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Agreement are included only for convenience of reference and do not define,
limit, explain or modify this Agreement or its interpretation, construction or
meaning and are in no way to be construed as a part of this agreement.
12. Severability. If any provision of this Agreement
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or the application of any provision hereof to any person or any circumstance
shall be determined to be invalid or unenforceable, then such determination
shall not affect any other provision of this Agreement or the application of
said provision to any other person or circumstance, all of which other
provisions shall remain in full force and effect. It is the intention of each
party to this Agreement that if any provision of this Agreement is susceptible
of two or more interpretations, one of
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which would render the provision enforceable and the other or others of which
would render the provision unenforceable, then the provision shall have the
meaning which renders it enforceable.
13. Number and Gender. When used in this Agreement, the
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number and gender of each pronoun shall be construed to be such number and
gender as the context, circumstances or its antecedent may require.
14. Entire Agreement. This Agreement constitutes
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the entire agreement between the Company and Director with respect to this
stock option grant, and this Agreement supersedes all prior agreements between
the parties related to this stock option grant. No officer, employee or other
servant or agent of the Company, and no servant or agent of Director is
authorized to make any representation, warranty or other promise not contained
in this Agreement. No change, termination or attempted waiver of any of the
provisions of this Agreement shall be binding upon any party hereto unless
contained in a writing signed by the party to be charged.
15. Successors and Assigns. This Agreement shall
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inure to the benefit of and be binding upon the successors and assigns
(including subsequent, as well as immediate, successors and assigns) of the
parties.
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By signing below, Director accepts this Option subject to all of
the terms and provisions set forth in this Agreement. Director hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of
the Board upon any questions arising under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date first above written.
COMPANY
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OHIO CASUALTY CORPORATION
By:
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Title:
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DIRECTOR:
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Signature
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Name
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇, ▇▇▇▇▇, Zip Code
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Social Security Number
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