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EXHIBIT 4(b)
INCENTIVE STOCK OPTION AGREEMENT
CORNICHE GROUP INCORPORATED
1992 STOCK OPTION PLAN FOR DIRECTORS
1. Grant of Option. Pursuant to the Corniche Group Incorporated 1992
Stock Option Plan for Directors (the "Plan") of Corniche Group Incorporated, a
Delaware corporation (the "Company"), the Company grants to
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(the "Participant"),
an option to purchase shares of Common Stock of the Company ("Common Stock") as
follows.
On the date hereof, the Company grants to the Participant an option
(the "Option" or " Stock Option") to purchase one thousand five hundred
(1,500) full shares (the "Optioned Shares") of Common Stock at a
purchase price equal to $________ per share (the "Option Price") (being
the Fair Market Value per share of the Common Stock on this Date of
Grant or 110% of such Fair Market Value in the case of a ten percent
(10%) or more stockholder as provided in Code Section 422). The date of
grant of this Stock Option is _________________, 2000 (the "Date of
Grant").
The "Option Period" shall commence on the Date of Grant and shall expire on the
date immediately preceding the tenth (10th) anniversary of the Date of Grant (or
the date immediately preceding the fifth (5th) anniversary of the Date of Grant
in the case of a ten percent (10%) or more stockholder as provided in Code
Section 422). This Stock Option is intended to be an incentive stock option.
2. Subject to Plan. The Stock Option and its exercise are subject to
the terms and conditions of the Plan, and the terms of the Plan shall control to
the extent not otherwise inconsistent with the provisions of this Agreement. The
capitalized terms used herein that are defined in the Plan shall have the same
meanings assigned to them in the Plan. The Stock Option is subject to any rules
promulgated pursuant to the Plan by the Board of Directors of the Company (the
"Board") or the Committee and communicated to the Participant in writing.
3. Vesting; Time of Exercise. Except as specifically provided in this
Agreement and subject to certain restrictions and conditions set forth in the
Plan, one hundred percent (100%) of this Stock Option shall be vested and
exercisable on the first anniversary of the Date of Grant, provided the
Participant is then a director of the Company or a subsidiary thereof or a
director of a parent corporation (as defined in Section 17 of the Plan) and
further provided the Participant has been a director of the Company or
subsidiary corporation (as defined in Section 17 of the Plan) (or in the
continuous employ of a parent corporation (as defined in section 17 of the Plan)
of the Company), or any combination thereof, from the Date of Grant to such
vesting date.
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4. Term; Forfeiture. For purposes of this Agreement, while the
Participant is a director of (i) the Company, (ii) any parent of the Company, or
(iii) any subsidiary of the Company, he is a "Director." If this Stock Option is
not vested on the date the Participant ceases to be a Director (the "Termination
Date"), then this Stock Option shall immediately terminate and be forfeited on
such Termination Date. Except as otherwise provided in this Agreement, the
unexercised portion of the Stock Option that is vested on the Termination Date
will terminate and be forfeited at the first of the following to occur:
i. 5 p.m. on the date the Option Period terminates;
ii. 5 p.m. on the date which is three (3) years following
the Participant's Termination Date in the event the
Participant ceases to be a Director for any reason
other than death or permanent and total disability (as
defined in Section 22(e)(3) of the Code);
iii. 5 p.m. on the date which is four (4) years following
the Participant's Termination Date in the event the
Participant ceases to be a Director as a result of the
Participant's permanent and total disability (as
defined in Section 22(e)(3) of the Code); or
iv. 5 p.m. on the date which is five (5) years following
the Participant's Termination Date in the event the
Participant ceases to be a Director as a result of the
Participant's death.
5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 3 and 4 above, during the lifetime of the Participant, the Stock Option
may be exercised only by the Participant, or by the Participant's guardian or
personal or legal representative. If the Participant ceases to be a Director as
a result of the Participant's death prior to the date specified in Section 4.i.,
or if the Participant ceases to be a Director for any reason other than death
but the Participant dies prior to the forfeiture dates specified in Section 4
hereof, and if the Participant dies without having exercised this Stock Option
as to the maximum number of Optioned Shares with respect to which the Stock
Option is vested as set forth in Section 3 hereof as of the date of death, then
the following persons may exercise the vested and exercisable portion of the
Stock Option on behalf of the Participant at any time prior to the earliest of
the forfeiture dates applicable to the Participant as specified in Section 4
hereof: the personal representative of his estate, or the person who acquired
the right to exercise the Stock Option by bequest or inheritance or by reason of
the death of the Participant; provided that the Stock Option shall remain
subject to the other terms of this Agreement, the Plan, and applicable laws,
rules, and regulations.
6. No Fractional Shares. The Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as
the Committee may from time to time adopt, the Stock Option may be exercised by
the delivery of written notice to the Committee setting forth the number of
Optioned Shares with respect to which the Stock Option is to be exercised, the
date of exercise thereof (the "Exercise Date") which shall be
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at least three (3) days after giving such notice unless an earlier time shall
have been mutually agreed upon, and whether the Optioned Shares to be exercised
will be considered as deemed granted under an incentive stock option as provided
in Section 11. On the Exercise Date, the Participant shall deliver to the
Company consideration with a value equal to the total Option Price of the
Optioned Shares to be purchased, payable as follows: (a) cash, check, bank
draft, or money order payable to the order of the Company or (b) Common Stock
owned by the Participant at least six months prior to the Exercise Date, valued
at its Fair Market Value on the Exercise Date.
Upon payment of all amounts due from the Participant, the Company shall
cause certificates for the Optioned Shares then being purchased to be delivered
to the Participant (or the person exercising the Participant's Stock Option in
the event of his death) at its principal business office within ten (10)
business days after the Exercise Date. The obligation of the Company to deliver
shares of Common Stock shall, however, be subject to the condition that, if at
any time the Company shall determine in its discretion that the listing,
registration, or qualification of the Stock Option or the Optioned Shares upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary as a condition of, or
in connection with, the Stock Option or the issuance or purchase of shares of
Common Stock thereunder, then the Stock Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not reasonably
acceptable to the Committee.
If the Participant fails to pay for any of the Optioned Shares
specified in such notice or fails to accept delivery thereof, then the Stock
Option, and right to purchase such Optioned Shares may be forfeited by the
Company.
8. Nonassignability. The Stock Option is not assignable or transferable
by the Participant except by will or by the laws of descent and distribution or
pursuant to a domestic relations order that would qualify as a qualified
domestic relations order as defined in Section 414(p) of the Code, if such
provision were applicable to the Stock Option.
9. Rights as Stockholder. The Participant will have no rights as a
stockholder with respect to any shares covered by the Stock Option until the
issuance of a certificate or certificates to the Participant for the Optioned
Shares. The Optioned Shares shall be subject to the terms and conditions of this
Agreement regarding such shares. Except as otherwise provided in Section 10
hereof, no adjustment shall be made for dividends or other rights for which the
record date is prior to the issuance of such certificate or certificates.
10. Adjustment of Number of Optioned Shares and Related Matters. The
number of shares of Common Stock covered by the Stock Option, and the Option
Price thereof, shall be subject to adjustment in accordance with Section 11 of
the Plan.
11. Incentive Stock Option. Subject to the provisions of the Plan, this
Stock Option is an incentive stock option. To the extent the number of Optioned
Shares exceeds the limit set forth in Section 422 (d) of the Code, or to the
extent the Participant exercises this Stock Option beyond the applicable periods
provided in Section 422(a)(2) or 422(c)(6) of the Code, then the exercised
Optioned Shares shall be deemed granted pursuant to a nonqualified stock option.
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Unless otherwise indicated by the Participant in the notice of exercise pursuant
to Section 7, upon any exercise of this Stock Option, the number of exercised
Optioned Shares that shall be deemed to be exercised pursuant to an incentive
stock option shall equal the total number of Optioned Shares so exercised
multiplied by a fraction, (i) the numerator of which is the number of
unexercised Optioned Shares that could then be exercised pursuant to an
incentive stock option and (ii) the denominator of which is the then total
number of unexercised Optioned Shares.
12. Disqualifying Disposition. In the event that Common Stock acquired
upon exercise of this Stock Option is disposed of by the Participant in a
"Disqualifying Disposition," such Participant shall notify the Company in
writing within thirty (30) days after such disposition of the date and terms of
such disposition. For purposes hereof, "Disqualifying Disposition" shall mean a
disposition of Common Stock that is acquired upon the exercise of this Stock
Option (and that is not deemed granted pursuant to a nonqualified stock option
under Section 11) prior to the expiration of either two years from the Date of
Grant of this Stock Option or one year from the transfer of shares to the
Participant pursuant to the exercise of this Stock Option.
13. Community Property. Each spouse individually is bound by, and such
spouse's interest, if any, in any Optioned Shares is subject to, the terms of
this Agreement. Nothing in this Agreement shall create a community property
interest where none otherwise exists.
14. Participant's Representations. Notwithstanding any of the
provisions hereof, the Participant hereby agrees that he will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Participant hereunder, if the exercise thereof or the issuance
of such shares shall constitute a violation by the Participant or the Company of
any provision of any law or regulation of any governmental authority. Any
determination in this connection by the Company shall be final, binding, and
conclusive. The obligations of the Company and the rights of the Participant are
subject to all applicable laws, rules, and regulations.
15. Investment Representation. Unless the Common Stock is issued to him
in a transaction registered under applicable federal and state securities laws,
by his execution hereof, the Participant represents and warrants to the Company
that all Common Stock which may be purchased hereunder will be acquired by the
Participant for investment purposes for his own account and not with any intent
for resale or distribution in violation of federal or state securities laws.
Unless the Common Stock is issued to him in a transaction registered under the
applicable federal and state securities laws, all certificates issued with
respect to the Common Stock shall bear an appropriate restrictive investment
legend and shall be held indefinitely, unless they are subsequently registered
under the applicable federal and state securities laws or the Participant
obtains an opinion of counsel, in form and substance satisfactory to the Company
and its counsel, that such registration is not required.
16. Participant's Acknowledgments. The Participant acknowledges receipt
of a copy of the Plan, which is annexed hereto, and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all the terms and provisions thereof. The Participant hereby agrees
to accept as binding, conclusive, and final all decisions
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or interpretations of the Committee or the Board, as appropriate, upon any
questions arising under the Plan or this Agreement.
17. Law Governing. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Texas (excluding any
conflict of laws rule or principle of Texas law that might refer the governance,
construction, or interpretation of this agreement to the laws of another state).
18. No Right to Continue Service. Nothing herein shall be construed to
confer upon the Participant the right to continue to provide services to the
Company or to any parent or subsidiary of the Company, whether as a consultant
or as an outside director, or interfere with or restrict in any way the right of
the Company or any parent or subsidiary of the Company to discharge the
Participant as a consultant or outside director at any time.
19. Legal Construction. In the event that any one or more of the terms,
provisions, or agreements that are contained in this Agreement shall be held by
a court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect for any reason, the invalid, illegal, or unenforceable term,
provision, or agreement shall not affect any other term, provision, or agreement
that is contained in this Agreement and this Agreement shall be construed in all
respects as if the invalid, illegal, or unenforceable term, provision, or
agreement had never been contained herein.
20. Covenants and Agreements as Independent Agreements. Each of the
covenants and agreements that is set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this
Agreement. The existence of any claim or cause of action of the Participant
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.
21. Entire Agreement. This Agreement together with the Plan supersede
any and all other prior understandings and agreements, either oral or in
writing, between the parties with respect to the subject matter hereof and
constitute the sole and only agreements between the parties with respect to the
said subject matter. All prior negotiations and agreements between the parties
with respect to the subject matter hereof are merged into this Agreement. Each
party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party or by
anyone acting on behalf of any party, which are not embodied in this Agreement
or the Plan and that any agreement, statement or promise that is not contained
in this Agreement or the Plan shall not be valid or binding or of any force or
effect.
22. Parties Bound. The terms, provisions, and agreements that are
contained in this Agreement shall apply to, be binding upon, and inure to the
benefit of the parties and their respective heirs, executors, administrators,
legal representatives, and permitted successors and assigns, subject to the
limitation on assignment expressly set forth herein.
23. Modification. No change or modification of this Agreement shall be
valid or binding upon the parties unless the change or modification is in
writing and signed by the
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parties. Notwithstanding the preceding sentence, the Company may amend the Plan
or revoke this Stock Option to the extent permitted by the Plan.
24. Headings. The headings that are used in this Agreement are used for
reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.
25. Gender and Number. Words of any gender used in this Agreement shall
be held and construed to include any other gender, and words in the singular
number shall be held to include the plural, and vice versa, unless the context
requires otherwise.
26. Notice. Any notice required or permitted to be delivered hereunder
shall be deemed to be delivered only when actually received by the Company or by
the Participant, as the case may be, at the addresses set forth below, or at
such other addresses as they have theretofore specified by written notice
delivered in accordance herewith:
a. Notice to the Company shall be addressed and delivered
as follows:
Corniche Group Incorporated
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn:
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Facsimile:
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b. Notice to the Participant shall be addressed and delivered
as set forth on the signature page.
27. Tax Requirements. The Participant, upon exercise of any portion of
the Stock Option, shall be required to pay the Company the amount of all taxes
which the Company is required to withhold as a result of the exercise of the
Stock Option; such obligation to pay such taxes may be satisfied by any of the
following or any combination thereof: (i) the delivery of cash to the Company in
an amount that equals or exceeds (to avoid the issuance of fractional shares
under (iii) below) the required tax withholding obligation of the Company; (ii)
the actual delivery by the exercising Participant to the Company of shares of
Common Stock that the Participant owns but has not acquired from the Company
within six months prior to the date of exercise, which shares so delivered have
an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of
fractional shares under (iii) below) the required tax withholding payment; or
(iii) the Company's withholding of a number of shares to be delivered upon the
exercise of the Stock Option which shares so withheld have an aggregate Fair
Market Value that equals (but does not exceed) the required tax withholding
payment; provided that, shares cannot be withheld in connection with the
exercise of a Stock Option in excess of the minimum number required for tax
withholding, and to permit the Stock Option to be accounted for as a fixed
award. Any such withholding payments with respect to the exercise of any portion
of the Stock Option in cash or by actual delivery of shares of Common Stock
shall be required to be made within thirty (30) days after the delivery to the
Participant of any certificate representing the shares of Common Stock acquired
upon exercise of the Stock Option.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Participant, to evidence his
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the date specified in Section 1 hereof.
CORNICHE GROUP INCORPORATED
By:
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Name:
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Title:
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PARTICIPANT:
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Signature
Name:
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Address:
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