Exhibit 10.17
RIVER CAPITAL GROUP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
AGREEMENT ("Agreement") dated the date indicated on the attached Face
Sheet by and between River Capital Group, Inc., a Delaware corporation
("Corporation"), and the person indicated on the attached Face Sheet, an
employee of the Corporation and/or one of its subsidiaries ("Optionee").
WHEREAS, the Corporation desires to have Optionee continue in its
employ and to provide Optionee with an incentive by sharing in the success of
the Corporation;
WHEREAS, in order to provide such an incentive to its officers and key
employees, the Corporation has adopted the Corporation 2007 Non-Qualified Stock
Option Plan ("Plan");
WHEREAS, the Corporation desires to grant to Optionee under the Plan
options not intended to qualify as "incentive stock options" within the meaning
of Section 422 or any successor provision of the Internal Revenue Code of 1986,
as amended ("Code"); and
WHEREAS, unless otherwise provided herein, capitalized terms used in
this Agreement shall have the meaning given them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants and
representations herein contained and intending to be legally bound, the parties
hereto agree as follows:
1. Number of Shares and Price. The Corporation hereby grants to
the Optionee an option ("Option") to purchase the number of shares of Common
Stock set forth on the attached Face Sheet of this Agreement. The exercise price
per share of Common Stock of the Option shall be as is set forth on the attached
Face Sheet of this Agreement, such price being consistent with the provisions
set forth under the Plan. The Option is not intended to qualify as an "incentive
stock option" under Section 422 of the Code.
2. Term and Exercise. The Option shall expire ten(10) years from
the date hereof, subject to earlier termination as set forth in Section 3.
Subject to the provisions of Section 3, the Option shall become exercisable as
set forth on the attached Face Sheet of this Agreement.
3. Exercise of Option Upon Termination of Employment.
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(a) Termination of Vested Option Upon Termination of
Employment.
(i) Termination. Upon the Optionee's Termination
of Employment, other than by reason of death or Disability, the Optionee may,
within 90 days from the date of such Termination of Employment, exercise all or
any part of the Option as were exercisable at the date of Termination of
Employment. In no event may the Option be exercised later than the expiration
date described in Section 2.
(ii) Disability. Upon the Optionee's Disability
Date, the Optionee may, within one year after such Disability Date, exercise all
or a part of the Option, whether or not it was exercisable on such Disability
Date, but only to the extent not previously exercised. In no event, however, may
the Option be exercised later than the expiration date described in Section 2.
(iii) Death. In the event of the death of the
Optionee while employed by the Corporation or a Subsidiary, the Optionee's
Beneficiary shall, within one year after such Disability Date, be entitled to
exercise all or any part of the Option that was vested at the date of the
Optionee's death. In no event, however, may the Option be exercised later than
the expiration date described in Section 2.
(b) Termination of Unvested Option Upon Termination of
Employment. Except as provided in Sections 3(a)(ii) and 3(a)(iii), to the extent
all or any part of the Option was not exercisable as of the date of Termination
of Employment, the unexercisable portion of the Option shall expire at the date
of such Termination of Employment
(c) Change of Control. Notwithstanding anything to the
contrary in Section 2 or this Section 3, if one of the events specified in
Section 7.05(d)(i), (ii), (iii) or (iv) of the Plan occurs, the provisions of
such Section 7.05(d) shall determine when the Option becomes exercisable, when
it may be exercised and when it expires.
4. Exercise Procedures. The Option shall be exercisable by
written notice to the Corporation, which must be received by the Secretary of
the Corporation not later than 5:00 P.M. local time at the principal executive
office of the Corporation on the expiration date of the Option. Such written
notice shall set forth (a) the number of shares of Common Stock being purchased,
(b) the total exercise price for the shares of Common Stock being purchased, (c)
the exact name as it should appear on the stock certificate(s) to be issued for
the shares of Common Stock being purchased, and (d) the address to which the
stock certificate(s) should be sent. The exercise price of shares of Common
Stock purchased upon exercise of the Option shall be paid in full (a) in cash,
(b) by delivery to the Corporation of shares of Common Stock (which shares of
Common Stock must have been held for at least six months), (c) in any
combination of cash and shares of Common Stock, or (d) by delivery of such other
consideration as the Committee deems appropriate and in compliance with
applicable law (including payment in accordance with a cashless exercise program
approved by the Committee). If any shares of Common Stock shall be transferred
to the Corporation to satisfy all or any part of the exercise price, the part of
the exercise price deemed to have been satisfied by such transfer of shares of
Common Stock shall be equal to the product derived by multiplying the Fair
Market Value as of the date of exercise times the number of shares of Common
Stock transferred to the Corporation. Any shares of Common Stock tendered in
payment shall be duly endorsed in blank or accompanied by stock powers duly
endorsed in blank. The Optionee may not transfer to the Corporation in
satisfaction of the exercise price any fraction of a share of Common Stock, and
any portion of the exercise price that would represent less than a full share of
Common Stock must be paid in cash by the Optionee. Subject to Sections 8 and 9
hereof, certificates for the purchased shares of Common Stock will be issued and
delivered to the Optionee as soon as practicable after the receipt of such
payment of the exercise price; provided, however, that delivery of any such
shares of Common Stock shall be deemed effected for all purposes when a stock
transfer agent of the Corporation shall have deposited such certificates in the
United States mail, addressed to Optionee, at the address set forth on the Face
Sheet of this Agreement or to such other address as Optionee may from time to
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time designate in a written notice to the Corporation, or, if the Common Stock
is uncertificated, at the time when such shares are credited to an account in
the name of the Optionee in the direct registration system maintained by the
transfer agent. The Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation in respect of any shares of Common Stock as to
which the Option shall not have been exercised, as herein provided, until such
shares of Common Stock have been issued to Optionee by the Corporation hereunder
5. Plan Provisions Control Option Terms; Modifications. The
Option is granted pursuant and subject to the terms and conditions of the Plan,
the provisions of which are incorporated herein by reference. If any provision
of this Agreement conflicts with any of the terms in the Plan as constituted on
the Date of Grant, the terms of the Plan as constituted on the Date of Grant
shall control. Except as provided in Sections 7.03 and 7.05 of the Plan, the
Option shall not be modified after the Date of Grant except by express written
agreement between the Corporation and the Optionee; provided, however, that any
such modification (a) shall not be inconsistent with the terms of the Plan, and
(b) shall be approved by the Committee..
6. Limitations on Transfer. The Option may not be assigned or
transferred other than by will, by the laws of descent and distribution or
pursuant to a domestic relations order.
7. Taxes. The Corporation shall be entitled to withhold (or
secure payment from the Optionee in lieu of withholding) the amount of any
withholding or other tax required by law to be withheld or paid by the
Corporation with respect to any shares of Common Stock issuable under this
Agreement, and the Corporation may defer issuance of shares of Common Stock upon
the exercise of the Option unless the Corporation is indemnified to its
satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee or its delegate
and shall be payable by the Optionee at such time as the Committee determines.
The Optionee may satisfy his or her tax withholding obligation by (a) having
cash withheld from the Optionee's salary or other compensation payable by the
Corporation or a Subsidiary, (b) the payment of cash to the Corporation, (c) the
payment in shares of Common Stock already owned by the Optionee valued at Fair
Market Value, and/or (d) the withholding from the Option, at the appropriate
time, of a number of shares of Common Stock sufficient, based upon the Fair
Market Value of such shares of Common Stock, to satisfy such tax withholding
requirements. The Committee shall be authorized, in its sole and absolute
discretion, to establish such rules and procedures relating to any such
withholding methods as it deems necessary or appropriate, including, without
limitation, rules and procedures relating to elections to have shares of Common
Stock withheld upon exercise of the Option to meet such withholding obligations.
8. No Exercise in Violation of Law. Notwithstanding any of the
provisions of this Agreement, the Optionee hereby agrees that he or she will not
exercise the Option granted hereby, and that the Corporation will not be
obligated to issue any shares of Common Stock to the Optionee hereunder, if the
exercise thereof or the issuance of such shares of Common Stock shall constitute
a violation by the Optionee or the Corporation of any provision of any law or
regulation of any governmental authority. Any determination in this connection
by the Committee shall be final, binding and conclusive.
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9. Securities Law Compliance. The Optionee agrees, for the
Optionee and his or her Beneficiaries, with respect to all shares of Common
Stock acquired pursuant to the terms and conditions of the Plan and the Option
(or any other shares of Common Stock issued pursuant to a stock dividend or
stock split thereon or any securities issued in lieu thereof or in substitution
or exchange therefor), that the Optionee and his or her Beneficiaries will not
sell or otherwise dispose of these shares except pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the "Act"),
or except in a transaction that, in the opinion of counsel for the Corporation,
is exempt from registration under the Act. The Optionee shall provide the
Corporation, at the request of the Corporation, with information and documents
as required to support the Corporation's opinion that the sale or disposition of
the shares by the Optionee is exempt from registration under the Act. Further,
the Corporation shall not be required to sell or issue any shares under the
Option if, in the opinion of the Corporation, (a) the issuance of such shares
would constitute a violation by the Optionee or the Corporation of any
applicable law or regulation of any government authority or (b) the consent or
approval of any governmental body is necessary or desirable as condition of, or
in connection with, the issuance of such shares.
10. Adjustments. The existence of the Option shall not affect in
any way the right or power of the Corporation or its directors or shareholders
to make or authorize any or all adjustments, recapitalizations, reorganizations,
or other changes in the Corporation's capital structure or its business, or any
merger or consolidation of the Corporation, or any issuance of bonds,
debentures, preferred stock or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or dissolution or liquidation of the
Corporation, 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.
11. Dispute Resolution. As a condition of granting the Option, the
Optionee agrees, for the Optionee and his or her Beneficiaries, that any dispute
or disagreement that may arise under or as a result of or pursuant to the Plan
and the Option shall be determined by the Committee in its sole and absolute
discretion, and any interpretation by the Committee of the terms of the Plan and
Option shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above specified.
ATTEST: RIVER CAPITAL GROUP, INC.
_______________________________ By: ____________________________________
[Name]
President and chief Executive Officer
By: ____________________________________
Member of the Stock Option Committee
WITNESS: OPTIONEE
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_______________________________ ____________________________________
(Signature)
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FACE SHEET
Notice Addresses:
Optionee: ____________________
[Address]
Corporation:
River Capital Group, Inc.
[Address]
Attention: Secretary
Grant Date: ________________________
Total Options Granted: ________________
Exercise Price per share of Common Stock: $________________
Vesting Schedule:
Number of Shares
Date (Non-Cumulative)
First Anniversary from the Date of Grant _____[1/3 of up to the total Options]
Second Anniversary from the Date of Grant _____[1/3 of up to the total Options]
Third Anniversary from the Date of Grant _____[1/3 of up to the total Options]
Expiration Date:
Optioned shares must be purchased within five (5) years from the date of
grant, which is ________________. That is, all options must be exercised
by ________________.