EXHIBIT 99.1
OCA, INC.
1994 INCENTIVE STOCK PLAN
STOCK OPTION AGREEMENT
(INCENTIVE)
This STOCK OPTION AGREEMENT ("Agreement") is made and entered into as
of ___________, 2004 by and between OCA, INC., a Delaware corporation (the
"Company"), and ___________ (the "Grantee"), in connection with the grant of
options (the "Options") to purchase a specified number of shares of common
stock, $0.01 par value per share ("Common Stock"), of the Company under the
Company's 1994 Incentive Stock Plan, as amended (the "Plan").
RECITALS:
A. The Grantee is an employee of the Company and/or an Affiliate thereof.
B. The Company is granting the Options to the Grantee to encourage the Grantee
to own shares of Common Stock for the purposes stated in Article II of the Plan.
C. The parties intend that the Options be treated as Incentive Options for
purposes of the Plan to the extent permissible under the Internal Revenue Code
of 1986, as amended, and applicable regulations thereunder (the "Code").
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, and other good and valuable consideration, the
receipt and efficiency of which are hereby acknowledged, the parties agree as
follows:
1. Grant of Options. Subject to the terms and conditions set forth herein and in
the Plan, the Company grants to the Grantee the Options to purchase from the
Company an aggregate of _____ shares of Common Stock at an exercise price of
$____ per share (the "Exercise Price"), subject to adjustment as provided in
Article VIII of the Plan. Each of the Options expire at 5:00 p.m. (Central Time)
on __________, 2014, unless it expires sooner pursuant to the Plan or Paragraph
7 hereof.
2. Vesting Schedule. Unless earlier expired or terminated as provided in this
Agreement and/or the Plan, the Options shall become exercisable as to a
specified number of shares of Common Stock in accordance with the following
schedule, provided that, with respect to each such date and respective portion
of the Options, the Grantee is an employee of the Company or an Affiliate
thereof as of such date:
On and After Number of Shares Subject to Exercise
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___________, 2005.... 20% of total number of shares of Common Stock
subject to the Options
___________, 2006.... 20% of total number of shares of Common Stock
subject to the Options
___________, 2007.... Additional 20% of total number of shares of
Common Stock subject to the Options
___________, 2008.... Additional 20% of total number of shares of
Common Stock subject to the Options
___________, 2009.... Additional 20% of total number of shares of
Common Stock subject to the Options
3. Method of Exercise. The exercise of the Options is subject to the Grantee's
prior or concurrent payment of the Exercise Price to the Company, and the
Grantee having made payment or arrangements for satisfaction of any related tax
withholdings in a manner and on terms that are satisfactory and acceptable to
the Company. The Grantee may exercise the Options in whole or in part, from time
to time, as to the number of whole shares of Common Stock that can be purchased
at such time in accordance with Paragraph 2 hereof
and the Plan, by actual delivery of written notice of exercise to the Company at
the address provided in Paragraph 12 hereof. Such notice of exercise shall:
(a) Specify the number of whole shares of Common Stock to be purchased
and the aggregate Exercise Price therefore;
(b) Contain evidence satisfactory to the Company that the person
exercising the Options is the Grantee or has the right to exercise the Options;
and
(c) Be accompanied by payment of such Exercise Price in accordance with
the Plan and, in a manner that is satisfactory and acceptable to the Company,
payment or arrangement for the payment of any required federal, state and local
withholding taxes that are due in connection with the exercise.
4. Transfer and Exercise of Options. The Options are not transferable and the
Grantee may not make any Disposition (as defined below) of the Options or any
interest herein during his or her lifetime, except for transfers pursuant to a
will or the laws of descent and distribution; provided, however, that the
Options may be transferred to the extent expressly approved in advance and in
writing by the Committee. As used herein, "Disposition" means any sale,
transfer, encumbrance, gift, donation, assignment, pledge, hypothecation or
other disposition, whether similar or dissimilar to those previously enumerated,
whether voluntary or involuntary, and whether during the Grantee's lifetime or
upon or after the Grantee's death, including, but not limited to, any
Disposition by operation of law, by court order, by judicial process, or by
foreclosure, levy or attachment, except a transfer by will or by the laws of
descent or distribution. Any attempted Disposition in violation of this
Paragraph 4 is void.
5. Status of Grantee. The Grantee shall not be deemed a stockholder of the
Company with respect to any of the shares of Common Stock subject to the
Options, except to the extent that such shares shall have been purchased by and
transferred to him or her. The Company is not required to issue shares of Common
Stock purchased upon exercise of the Options until all applicable requirements
of law have been complied with and such shares shall have been duly listed on
any securities exchange or market on which shares of Common Stock may then be
listed.
6. No Effect on Capital Structure. The Options shall not affect the right of the
Company or any Affiliate thereof to reclassify, recapitalize or otherwise change
its capital or debt structure or to merge, consolidate, convey any or all of its
assets, dissolve, liquidate, windup or otherwise reorganize.
7. Expiration of Option. In general, the right to purchase shares of Common
Stock pursuant to the Options shall expire on the date specified in Paragraph 1
hereof. However, the Options shall expire on the soonest of any of the following
circumstances to occur:
(a) Disability. Upon termination by the Company or an Affiliate thereof
of the Grantee's employment with the Company or an Affiliate thereof due to the
Grantee's permanent and total disability (as defined in Section 22(e)(3) of the
Code), the Options shall be fully exercisable for 12 months after the date of
such termination without regard to the schedule in Paragraph 2 hereof, if the
Grantee was otherwise entitled to exercise any portion of the Options on the
date of such termination. Thereafter, the Options shall terminate and cease to
be exercisable.
(b) Death. If the Grantee dies while he or she is an employee of the
Company or an Affiliate thereof, the Options shall thereupon become fully
exercisable by the Grantee's legal representatives, heirs, legatees or
distributees for 12 months after the date of the Grantee's death without regard
to the schedule in Paragraph 2 hereof, if the Grantee was otherwise entitled to
exercise any portion of the Options on the date of death. Thereafter, the
Options shall terminate and cease to be exercisable.
(c) Retirement. Upon the Grantee's Retirement (as defined below), the
Options shall thereupon become fully exercisable for three months after such
Retirement without regard to the schedule in Paragraph 2 hereof, if the Grantee
was otherwise entitled to exercise any portion of the Options on the date of
such Retirement. Thereafter, the Options shall terminate and cease to be
exercisable. For purposes of this Paragraph, "Retirement" shall mean the Grantee
(i) has voluntarily terminated employment and is not thereafter employed by the
Company or an Affiliate thereof, (ii) is at least 60 years old and has given
written notice in a form satisfactory to the Committee of intention to
permanently retire, and (iii) has continuously been employed by the Company or
an Affiliate thereof for a period of at least five years.
(d) Termination for Cause. If the Grantee's employment is terminated by
the Company or an Affiliate thereof for cause, as determined by the Committee,
the Options shall immediately terminate upon the date of such termination of
employment. For purposes of this Paragraph, termination for "cause" shall be
determined by the Committee by reference to the Grantee's written employment
agreement, if any, with the Company or an Affiliate thereof, or, if cause is not
therein addressed or there is no such agreement at such time, such determination
shall be made by the Committee in its discretion.
(e) Other Termination of Employment. If the Grantee's employment with
the Company and any Affiliate thereof terminates for any reason other than the
circumstances described in subparagraphs (a), (b), (c) or (d) above, the Grantee
may exercise the Options for three months after such termination, but only to
the extent that the Grantee was able to do so under Paragraph 2 hereof on the
date of termination of employment. Thereafter, the Options shall terminate and
cease to be exercisable.
8. Committee Authority. Any question, issue or matter concerning the
interpretation of this Agreement, any adjustments required to be made under the
Plan and any controversy that may arise under the Plan or this Agreement shall
be determined by the Committee in its sole discretion. Such decision by the
Committee shall be final and binding.
9. Incentive Stock Option Qualification. The Options are intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Code, and
shall be so construed; provided, however, that nothing in this Agreement shall
be interpreted as a representation, guarantee or other undertaking on the part
of the Company that the Options are or will be determined to be Incentive
Options. However, if any portion of the Options are deemed not to be an
Incentive Option because the $100,000 annual limit on incentive stock options
under Section 422(d) of the Code is exceeded, or otherwise, the portion of the
Options which cannot be treated as an Incentive Option shall be deemed to be a
Nonqualified Option for purposes of the Plan. In such an event, the Grantee
shall be subject to the tax withholding provision of Section 7.3 of the Plan for
the portion of the Options which is not an Incentive Option, and all other Plan
provisions that apply to Nonqualified Options.
10. Notice of Disqualifying Disposition. Except to the extent that a portion of
the Options is treated as a Nonqualified Option pursuant to Paragraph 9 hereof,
the Grantee shall promptly notify the Company of his or her intent to dispose of
any of the shares of Common Stock purchased pursuant to the Options within two
years following the date of the grant of the Options and one year following the
date of exercise of the Options, and promptly after such Disposition the Grantee
shall notify the Company of the number of shares of Common Stock disposed of,
the dates of acquisition and Disposition of such shares and the consideration,
if any, received on such Disposition. If in connection with any such
Disposition, the Company or any Affiliate thereof becomes liable for withholding
taxes and has no amounts owing the Grantee with which the Company may discharge
its withholding obligation, the Grantee shall indemnify the Company and its
Affiliates from and against such liability and any penalties they may incur
through their inability to apply amounts owing the Grantee in discharge of such
withholding obligation. Nothing in this Paragraph shall give the Grantee any
right to dispose of shares of Common Stock in a manner that is inconsistent with
any provision of this Agreement, the Plan or any stock transfer restriction
agreement entered into by the Grantee.
11. Plan Controls. The terms of this Agreement are governed by the terms of the
Plan, as it exists on the date of this Agreement and as the Plan is amended from
time to time. A copy of the Plan, and any amendments thereto, has been delivered
or made available to the Participant and shall be deemed to be a part of this
Agreement as if fully set forth herein. In the event of any conflict between the
provisions of the Agreement and the provisions of the Plan, the terms of the
Plan shall control, except as expressly stated otherwise. For purposes of this
Agreement, the defined terms in the Plan shall have the same meaning in this
Agreement, except where the context otherwise requires. The terms "Article" or
"Section" generally refer to provisions within the Plan and the term "Paragraph"
generally refers to a provision of this Agreement, unless the context otherwise
requires.
12. Notice. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if delivered by hand or by certified or
registered mail or by a nationally recognized overnight delivery service,
postage or other charges pre-paid, and addressed to: (a) the address for the
Grantee set forth in the Company's records or hand delivered to the Grantee on
the premises of the Company or subsidiary thereof (if such notice is addressed
to the Grantee), or (b) OCA, Inc., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer (if such notice is
addressed to the Company), or such other address as may be designated by a party
hereto in written notice to the other party hereto. Such notice shall be deemed
to have been given
or made on the date of delivery, if delivered by hand, on the next following
business day if sent by overnight delivery service, or on the third following
business day if sent by mail.
13. Information Confidential. As partial consideration for granting of the
Options, the Grantee agrees that he or she will keep confidential all
information and knowledge that the Grantee has relating to the manner and amount
of his or her participation in the Plan and the Options; provided, however, that
such information may be disclosed as required by law and may be disclosed in
confidence to the Grantee's spouse, attorneys, accountants and tax and financial
advisors, or to a financial institution to the extent that such information is
necessary to secure a loan.
14. Governing Law. Except as is otherwise provided in the Plan, where
applicable, the provisions of this Agreement shall be governed by the internal
laws of the State of Louisiana, without regard to the principles of conflicts of
laws thereof.
15. Headings. The headings herein have been inserted for convenience only and
shall not be deemed to limit or otherwise affect any of the provisions of this
Agreement.
16. Counterparts; Effectiveness. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same Agreement. The exchange of copies of this Agreement
and executed signature pages hereto by facsimile transmission shall constitute
effective execution and delivery of this Agreement and may be used in lieu of
the original Agreement for all purposes. The Options shall not be considered
granted or become exercisable unless and until the Grantee delivers to the
Company a fully executed counterpart hereof.
17. Modification. No waiver or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith and no evidence
of any waiver or modification shall be offered or received in evidence of any
proceeding, arbitration, or litigation between the parties hereto arising out of
or affecting this Agreement, or the rights or obligations of the parties
thereunder, unless such waiver or modification is in writing, duly executed as
aforesaid.
18. Entire Agreement. This Agreement, together with the Plan, contain the
complete agreement between the parties concerning the subject matter hereof and
shall supersede all other agreements or arrangements between the parties with
regard to the subject matter hereof.
19. Interpretation. The language in all parts of this Agreement shall be
construed, in all cases, according to its plain meaning, except where the
context of this Agreement expressly indicates otherwise, and the parties
acknowledge that each party has carefully reviewed this Agreement and that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and the Grantee has set his or her hand hereto on the day and year
first above written.
OCA, INC.
By:
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Secretary
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