EXHIBIT 10.2
TBC CORPORATION
STOCK OPTION
TBC CORPORATION, a Delaware corporation (the "Company"), hereby grants
to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ (the "Employee"), effective March 29, 2005 (the "Date of
Grant"), as a matter of separate inducement and agreement in connection with the
Employee's employment by the Company, and not in lieu of any salary or other
compensation for the Employee's services, an option to purchase 49,000 shares of
Common Stock of the Company, par value $.10 per share (the "Shares"), at a
purchase price of $27.69 per share (the "Option").
The Option is being granted under and pursuant to the Company's 2004
Incentive Plan (the "Plan"), which is incorporated herein by reference and a
copy of which will be provided to the Employee upon request. The Option is
intended to be treated and taxable as a Nonqualified Stock Option (as defined in
the Plan).
The Option is granted subject to all the terms and conditions of the
Plan, including, but not limited to, the following:
1. If not earlier terminated as provided hereinafter, the Option shall
expire on March 28, 2015 (the "Expiration Date"), and shall not, under
any circumstances, be exercisable after the Expiration Date.
2. The Option shall not be exercisable within the first twelve months
after the Date of Grant. Thereafter, the Option shall be exercisable
for one-fifth of the Shares (to the nearest whole Share) on and after
the first anniversary of the Date of Grant if, during the calendar year
preceding such anniversary of the Date of Grant, the Company's Common
Stock outperforms the ▇▇▇▇▇▇▇ 2000(R) Index. On the second anniversary
of the Date of ▇▇▇▇▇ and on each succeeding anniversary of the Date of
Grant until the Option has become exercisable in full, the Option shall
be exercisable for an additional one-fifth of the Shares (to the
nearest whole Share) if, during the calendar year preceding such
anniversary of the Date of Grant, the Company's Common Stock
outperforms the ▇▇▇▇▇▇▇ 2000(R) Index. To the extent that the Option is
not then fully exercisable, the Option shall vest in full on January 1,
2015. The Option may be exercised as to all or any part that has become
exercisable in accordance with the provisions of this Paragraph 2 at
any time and from time to time prior to the close of business on the
Expiration Date.
3. The restrictions on exercisability of the Option provided for in
Paragraph 2 shall not apply in the event the Employee ceases to be
employed by the Company as a result of retirement on or after age 65 or
earlier in accordance with the Company's then current retirement
policies, disability, or death, or in the event a Change of Control (as
defined in the Plan) of the Company occurs on or prior to the date the
Employee's employment by the Company is terminated.
4. Except as otherwise provided hereinafter, the Employee shall be
entitled to exercise the Option only if the Employee has been employed
by the Company continuously during the period from the Date of Grant to
the date of exercise.
5. In the event the Employee ceases to be employed by the Company for any
reason other than retirement on or after age 65 or earlier in
accordance with the Company's then current retirement policies,
disability, or death, the Employee shall be entitled to exercise the
Option thereafter only for a period of three months following the date
of termination of employment and only to the extent it was exercisable
(after giving effect to Paragraph 3, if applicable) on that date.
Notwithstanding the foregoing, if the Employee dies within three months
after termination of employment, the Option may be exercised thereafter
until the earlier of the Expiration Date or one year after the date of
the Employee's death, but only to the extent the Option was exercisable
(after giving effect to Paragraph 3, if applicable) on the date of the
Employee's termination of employment.
6. Subject to the provisions of Paragraph 7, if the Employee ceases to be
employed by the Company as a result of retirement on or after age 65 or
earlier in accordance with the Company's then current retirement
policies, disability, or death, the Option may be exercised thereafter
until the earlier of the Expiration Date or five years after the date
of the Employee's termination of employment. If at the time of the
Employee's retirement, the Employee is serving as a director of the
Company, the five year period set forth in the preceding sentence shall
be measured from the date the Employee ceases service as a director of
the Company.
7. If the Employee ceases to be employed by the Company as a result of
retirement on or after age 65 or earlier in accordance with the
Company's then current retirement policies or as a result of
disability, and thereafter dies within the one year period prior to the
date when the Option would have expired in accordance with the
provisions of Paragraph 6, the Option shall remain outstanding until
the earlier of the Expiration Date or one year after the Employee's
date of death.
8. The Option may not be sold, pledged, assigned, hypothecated, or
transferred other than by will, by the laws of descent and
distribution, or by the Employee's designation, in a writing delivered
to the Company before the Employee's death, of a beneficiary or
beneficiaries to whom the Employee's rights in the Option will be
transferred upon the Employee's death. The Option may be exercised
during the lifetime of the Employee only by the Employee. Upon the
Employee's death, the Option may be exercised, during the respective
periods and to the extent provided above, by the beneficiary or
beneficiaries so designated by the Employee or, if there is no
designated beneficiary who survives the Employee, by the person or
persons (including the Employee's estate) to whom the Employee's rights
under the Option shall have passed by will or by the laws of descent
and distribution.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed as of the 29th day of March, 2005.
TBC CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chairman of the Board
I hereby agree to the terms and conditions
under which the foregoing Option is granted
as set forth above and in the Plan.
/s/ ▇▇▇▇▇▇▇▇ ▇. DAY
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇
March 29, 2005
NOTE: It is recommended that, before exercising this Option, you consult counsel
(including counsel for the Company) regarding:
a. income tax aspects, such as the possible applicability of Alternative
Minimum Tax, and
b. securities law aspects, such as reporting requirements and possible
applicability of the short swing profits provision.
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