EXPRESS AMERICA HOLDINGS CORPORATION
PERFORMANCE SHARE AGREEMENT
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BY THIS PERFORMANCE SHARE AGREEMENT ("Agreement") made and entered into
as of this 30th day of August, 1996, EXPRESS AMERICA HOLDINGS CORPORATION, a
Delaware corporation (the "Company"), and ___________, (the "Participant"),
hereby state, confirm, represent, warrant and agree as follows:
I
RECITALS
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1.1 The Company has adopted the 1996 Performance Share Plan (the "Plan").
The Plan is administered by the Compensation Committee of the Board of Directors
of the Company or by the Board (as applicable, hereafter referred to as the
"Committee").
1.2 By this Agreement, the Company and the Participant desire to
establish the terms upon which the Company will grant to the Participant, and
the Participant will accept from the Company, an award of Performance Shares
(such term, and other capitalized terms used without definition herein, having
the meaning attributed to such term in the Plan) under the Plan.
1.3 The "Grant Date" for all purposes of this Agreement is August 30,
1996. The Company and the Participant acknowledge and agree that the Grant Date
may be a date earlier than the date of this Agreement, and that the Performance
Shares evidenced by this Agreement shall vest in five equal annual installments
beginning on the first anniversary of the Grant Date notwithstanding that the
Grant Date may be earlier than the date of this Agreement.
II
AGREEMENTS
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2.1 Grant of Performance Shares. The Company grants to the Participant
____ Performance Shares, said Performance Shares being subject to all of the
terms and conditions set forth in the Plan, which terms and conditions are
hereby incorporated herein by reference.
2.2 Exercise of Performance Shares. Exercise of the Performance Shares
shall entitle the Participant to receive for each Participant Share the
Compensation Amount, which will equal the difference between $5.75 and the price
of the Company's Common Stock determined in accordance with the Plan terms as of
the date written notice of such exercise is received by the Company. Subject to
Section 8 of the Plan, the Participant may exercise his or her vested
Performance Shares, in whole or in part, by delivering to the Company written
notice of exercise, specifying the number of vested Performance Shares to which
the exercise relates.
2.3 Payment of Compensation Amount. The Compensation Amount payable by
the Company with respect to an exercise of Performance Shares may be paid, at
the Company's sole election, in cash or in shares of the Company's Common Stock
(or in a combination of cash and Common Stock), in accordance with the
provisions of the Plan.
2.4 Vesting and Exercise of Performance Shares. Subject to the provisions
of Paragraph 2.5 of this Agreement, the Performance Shares shall vest (and
thereby first become exercisable) with respect to one-fifth (20%) of the
Performance Shares evidenced hereby on each of the first five anniversaries of
the Grant Date.
2.5 Termination of Performance Shares. Except as otherwise provided
herein, the Performance Shares subject to this Agreement, to the extent not
theretofore duly exercised, shall terminate upon the first to occur of the
following dates:
(a) On the tenth (10th) anniversary of the Grant Date;
(b) Except as otherwise provided in clause (c) below, expiration
of thirty (30) days from the date the Participant's employment with the
Company or a subsidiary terminates for any reason other than Cause; if
such termination is due to Cause, all unexercised Performance Shares
shall terminate immediately upon such termination of employment; and
(c) Expiration of twelve (12) months from the date the
Participant's employment with the Company or a Subsidiary terminates due
to the Participant's death or disability (within the meaning of Section
22(e) (3) of the Internal Revenue Code).
2.6 Notices. Any notices to be given under the terms of this Agreement
("Notice") shall be addressed to the Company in care of its secretary at its
then current corporate headquarters. Notice to be given to the Participant shall
be addressed to the Participant's address shown on the books and records of the
Company, or at such other address as the Participant shall designate by Notice.
Notice to the Company shall be deemed duly given when received by
the Company. Notice to the Participant shall be deemed duly given when deposited
by certified or registered mail, postage paid and return receipt requested, in a
post office or branch post office regularly maintained by the United States
Government.
2.7 Participant Not a Shareholder. The Participant shall not be deemed
for any purposes to be a shareholder of the Company with respect to any of the
Performance Shares, except to the extent that Performance Shares herein granted
shall have been exercised and with respect thereto the Company has elected to
pay the Compensation Amount in shares of Common Stock and a stock certificate
has been issued therefor.
2.8 Disputes or Disagreements. As a condition of the granting of the
Performance Shares herein granted, the Participant agrees, for himself, his
heirs and his personal representatives, that any disputes or disagreements which
may arise under or as a result of or pursuant to this Agreement shall be
determined by the Committee in its sole discretion, and that any such
determination shall be final, binding and conclusive. In the event of any
conflict between this Agreement and the Plan, the Plan shall control.
2.9 Miscellaneous. This Agreement (together with the Plan) sets forth the
complete agreement between the parties with respect to the Performance Shares
granted hereby, and supersedes any and all prior agreements, both oral and
written. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware and the terms set forth in the Plan, which
terms are incorporated herein by this references.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the Participant and by the Company through its duly authorized officer.
DATE: August 30, 1996
EXPRESS AMERICA HOLDINGS CORPORATION
By:___________________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its Chairman, President and Chief Executive Officer
"COMPANY"
___________________________________________________
"OPTIONEE"
