EXHIBIT10.13
Form of Stock Option Agreement under the MEEMIC Holdings, Inc. Stock
Compensation Plan
ANNEX A
STOCK OPTION CERTIFICATE
OPTION TO PURCHASE SHARES OF COMMON STOCK
MEEMIC HOLDINGS, INC.
NO. SCP-___
This certifies that ________________________ (the "Participant") is
hereby granted an option (the "Option") to purchase a total of
__________________________________________ (________) shares of Common Stock, no
par value per share ("Common Stock"), of MEEMIC Holdings, Inc., a Michigan
corporation (the "Company"), subject to the terms and conditions set forth in
this Stock Option Certificate and the MEEMIC Holdings, Inc. Stock Compensation
Plan (the "Plan"). The Option shall become exercisable as set forth in Section 3
hereof and, to the extent exercisable, may be exercised in whole or in part at
any time or from time to time prior to the "Expiration Date" (as hereinafter
defined), upon the presentation and surrender of written notice of exercise in
accordance with Section 6(b)(ii)(A)-(B) of the Plan, accompanied by payment of
$10.00 for such share of Common Stock, subject to adjustment (the "Purchase
Price"), in lawful money of the United States of America in cash or by check
made payable to the Company; provided, however, that payment of the Purchase
Price, or any portion thereof, may be made other than in cash or by such check
in accordance with Section 8 of this Stock Option Certificate.
1. Type of Option. The Option evidenced by this Stock Option Certificate is
not intended to be and shall not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended.
2. Option Subject to Plan. This Stock Option Certificate and the Option
evidenced by this Stock Option Certificate are subject to, and the Participant
agrees to be bound by, all of the terms and conditions of the Plan as now in
effect and as hereafter amended from time to time in accordance with its terms.
All capitalized terms not otherwise defined in this Stock Option Certificate are
defined in this Stock Option Certificate as in the Plan. In the event of any
inconsistency between the terms of this Stock Option Certificate and the terms
of the Plan, the terms of the Plan shall control. A copy of the Plan in its
present form is available for inspection during business hours by the
Participant at the Company's principal office. Pursuant to the Plan, the
Committee is vested with conclusive authority to administer the Plan (which
includes, among other things, the authority to determine the terms and
conditions of the Stock Option Certificate and the Option evidenced by this
Stock Option Certificate and to amend the same).
3. Vesting, Expiration and Termination.
a. The grant and allocation of the Option evidenced by this Stock
Option Certificate is provisional and subject to the requirements of the Plan
and this Stock Option Certificate. The Option evidenced by this Stock Option
Certificate shall be subject to termination and forfeiture as provided in the
Plan and this Stock Option Certificate, and none of the Option
shall be exercisable unless and until vested. Any part of the Option
evidenced by this Stock Option Certificate that does not vest or is
terminated pursuant to the terms of the Plan and this Stock Option
Certificate shall be canceled and forfeited. The term "Expiration Date" shall
mean 5:00 p.m. (Detroit, Michigan time) on July 1, 2010; provided, however,
that if July 1, 2010, shall in the State of Michigan be a holiday or a day on
which the banks are authorized to close, then the Expiration Date shall be
5:00 P.M. (Detroit, Michigan time) the next following day which in the State
of Michigan is not a holiday or a day on which banks are authorized to close.
b. The Option evidenced by this Stock Option Certificate shall vest in
accordance with the schedule that follows: (i) one-fifth of such Option shall
vest at 5:00 p.m. (Detroit, Michigan time) on July 1, 2000; (ii) one-fifth of
such Option shall vest at 5:00 p.m. (Detroit, Michigan time) on July 1, 2001;
(iii) one-fifth of such Option shall vest at 5:00 p.m. (Detroit, Michigan time)
on July 1, 2002; (iv) one-fifth of such Option shall vest at 5:00 p.m. (Detroit,
Michigan time) on July 1, 2003; and (v) one-fifth of such Option shall vest at
5:00 p.m. (Detroit, Michigan time) on July 1, 2004. Notwithstanding anything to
the contrary express or implied in this Stock Option Certificate, and provided
Participant is then in the employ of the Company or any Affiliate, the entire
Option evidenced by this Stock Option Certificate shall automatically vest and
become exercisable upon a Change in Control of the Company as defined and
provided for in the Plan.
c. Notwithstanding any of the provisions of this Stock Option
Certificate, in the event (i) Professionals makes a tender offer for all of the
outstanding Common Stock; (ii) the Company merges or consolidates with
Professionals or a wholly owned subsidiary thereof; (iii) the Company sells or
disposes of substantially all of the Company's assets to Professionals, or (iv)
if the Participant is a member of the Board and Participant is removed from the
Board, resigns from the Board at the request of a majority of the other members
of the Board or is not nominated for re-election to the Board during the term of
the Option; then the entire Option evidenced by this Stock Option Certificate
shall automatically vest and become exercisable.
4. Termination Provisions.
a. If the Participant's employment, directorship or consulting
arrangement with the Company or any Affiliate terminates for any reason
(including termination by reason of the fact that an entity is no longer an
Affiliate) other than the Participant's death, the Participant may thereafter
exercise that portion of the Option evidenced by this Stock Option Certificate
that has vested as provided below, except that the Committee may terminate the
unexercised vested portion of the Option and the unvested portion of the Option
concurrently with or at any time following termination of such employment or
consulting arrangement (including termination of employment upon a change of
status from employee to consultant) if it shall determine that the Participant
has engaged in any activity which is materially detrimental to the interests of
the Company or an Affiliate. If such termination is voluntary on the part of the
Participant (other than by reason of retirement on or after the normal
retirement date), the portion of the Option evidenced by this Stock Option
Certificate that has vested may be exercised only within ten days after the date
of termination. If such termination is involuntary on the part of the
Participant, or if the Participant retires on or after normal retirement date,
or if the Participant's employment or
consulting arrangement is terminated by reason of the Participant's Disability,
the portion of the Option evidenced by this Stock Option Certificate that has
vested may be exercised within three months after the date of termination or
retirement. For purposes of the foregoing, the Participant's employment or
consulting arrangement shall not be considered terminated (i) in the case of
approved sick leave or other bona fide leave of absence (not to exceed one
year), (ii) in the case of a transfer of employment or the consulting
arrangement among the Company and Affiliates, or (iii) by virtue of a change of
status from employee to consultant or from consultant to employee, except as
provided above.
b. If the Participant dies at a time when entitled to exercise all or
part of the Option evidenced by this Stock Option Certificate, then that portion
of the Option that was vested and exercisable immediately prior to the
Participant's death may be exercised at any time or times within one year after
the Participant's death. Except as so exercised, such Option shall expire at the
end of such one year period. The Company may decline to deliver any of such
shares of Common Stock to a designated beneficiary until it receives indemnity
against claims of third parties satisfactory to the Company.
c. The Option evidenced by this Stock Option Certificate may be
exercised only if and to the extent such Option was vested and was exercisable
at the date of termination of the Participant's employment or consulting
arrangement, and no Option may be exercised at any time when such Option would
not have been vested or exercisable had the Participant's employment or
consulting arrangement continued.
5. Restrictions on Transferability. Except as the Plan may otherwise
provide or as the Committee may otherwise determine, neither this Stock Option
Certificate nor the Option evidenced by this Stock Option Certificate may be
sold, encumbered, pledged, alienated, attached, assigned, or otherwise
transferred in any manner, and any attempt to do any of the foregoing shall be
void and unenforceable against the Company.
6. Adjustments and Corporate Reorganizations. In the event of certain
contingencies provided for in the Plan, the Purchase Price and the number of
shares of Common Stock subject to purchase upon the exercise of each of the
Option may be modified or adjusted, all as provided in the Plan.
7. No Rights in Stock Before Issuance and Delivery. The Participant
does not have any right to continued employment by the Company or an Affiliate
for any period by virtue of the granting or receipt of this Stock Option
Certificate or the Option evidenced by this Stock Option Certificate. No person
shall be entitled to the privileges of stock ownership in respect of any shares
of Common Stock issuable upon exercise of the Option evidenced by this Stock
Option Certificate, including, without limitation, the right to vote or to
receive dividends or other distributions, or to receive any notice of any
proceedings of the Company (except as provided in the Plan), unless and until
such shares of Common Stock have been issued to such person as fully paid
shares.
8. Alternative Payment with Stock.
a. Payment of the Purchase Price, or any portion thereof, may be made
with shares of stock of the same class as the shares then subject to a vested
Option, if shares of that class are then "Publicly Traded" (i.e., if that class
of stock is then registered under Section 12 of the Securities Exchange Act of
1934, as amended). Such shares will be credited toward such purchase price on
the valuation basis set forth below, in which event the stock certificates
evidencing the shares so to be used shall accompany the notice of exercise and
shall be duly endorsed or accompanied by duly executed stock powers to transfer
the same to the Company; provided, however, that such payment in stock instead
of cash shall not be effective and shall be rejected by the Company if (i) the
Company is then prohibited from purchasing or acquiring shares of the class of
its stock thus tendered to it, or (ii) the right or power of the Participant
exercising such vested Option to deliver such shares in payment of the Purchase
Price is subject to the prior interests of any other person or entity (excepting
the Company), as indicated by legends upon the certificate(s) or as known to the
Company. For credit toward the Purchase Price, shares so surrendered shall be
valued at their Fair Market Value (as hereinafter defined) as of the day
immediately preceding the delivery to the Company of the certificate(s)
evidencing such shares. If the Company rejects the payment in stock, the
tendered notice of exercise shall not be effective unless promptly after being
notified of such rejection the Participant exercising such vested Option pays
the Purchase Price in acceptable form. If and while payment of the Purchase
Price with stock is permitted in accordance with the foregoing provisions, the
Participant then entitled to exercise any vested portion of the Option may, in
lieu of using previously outstanding shares therefor, use the shares as to which
such vested portion of the Option is then being exercised, in which case the
notice of exercise need not be accompanied by any stock certificates but shall
include a statement directing the Company to withhold so many of the shares that
would otherwise have been delivered upon that exercise of such vested portion of
the Option as equals the number of shares that would have been transferred to
the Company if the Purchase Price had been paid with previously issued stock.
b. Payment of the Purchase Price, or any portion thereof, may also be
made through any other form of "cashless exercise" acceptable to Company
(including, without limitation, financing through a brokerage account pursuant
to Section 220.3(e)(4) of Regulation T, as amended).
c. The term "Fair Market Value" is defined in the Plan.
9. Requirements of Law.
a. The Participant represents and agrees that, unless a registration
statement under the Securities Act of 1933, as amended, is in effect as to
shares purchased upon any exercise of any of the Option evidenced by this Stock
Option Certificate, (i) any and all shares so purchased shall be acquired for
the Participant's personal account and not with a view to or for sale in
connection with any distribution, and (b) each notice of the exercise of the
Option shall be accompanied by a representation and warranty in writing, signed
by the Participant, that such shares are being so acquired in good faith for the
Participant's personal account and not with a view to or for sale in connection
with any distribution.
b. No certificate or certificates for shares purchased upon exercise of
the Option evidenced by this Stock Option Certificate shall be issued and
delivered unless and until, in the opinion of legal counsel for the Company,
such securities may be issued and delivered without causing the Company to be in
violation of or incur any liability under any federal, state or other securities
law or any other requirement of law or of any regulatory body having
jurisdiction over the Company.
c. The Company shall not be obligated to deliver any securities
pursuant to any exercise of the Option represented by this Stock Option
Certificate unless a registration statement under the Securities Act of 1933, as
amended, with respect to such securities is effective or an exemption thereunder
is available. The Option represented by this Stock Option Certificate shall not
be exercisable by a Participant in any state where such exercise would be
unlawful.
10. Notices. Any notice to be given to the Company shall be addressed to
the Company in care of its Secretary at its principal office, and any notice to
be given to the Participant shall be addressed to the Participant at the address
set forth beneath the Participant's signature hereto or at such other address as
the Participant may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when delivered in person or addressed as
aforesaid, registered or certified, and deposited, postage and registry or
certification fees prepaid, in a post office or branch post office regularly
maintained by the United States Postal Service.
11. Ownership. Prior to due presentment for registration of transfer of
this Stock Option Certificate and the Option evidenced by this Stock Option
Certificate, the Company may deem and treat the Participant as the absolute
owner of this Stock Option Certificate and of such Option (notwithstanding any
notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company) for all purposes and shall not be affected by
any notice to the contrary, except as provided in the Plan.
12. Applicable Law. This Stock Option Certificate (i) shall be governed by
and construed in accordance with the laws of the State of Michigan without
giving effect to conflict of laws, and (ii) is not valid unless it has been
manually signed by the Participant and on behalf of the Company by its Chief
Executive Officer and its Secretary.
IN WITNESS WHEREOF, this Stock Option Certificate has been executed as of
_____________, ______ by the Participant and on behalf of the Company.
Participant: COMPANY:
MEEMIC Holdings, Inc.
_________________________ By: ________________________________
Name: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Address: Its: Chief Executive Officer
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Tax I.D. No.: ______________ And By: ____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Secretary