EXHIBIT 10.20
NONQUALIFIED STOCK OPTION
(ADDITIONAL)
NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") dated as of January 9,
2003, between MIDAS, INC., a Delaware corporation (the "Corporation"), and ▇▇▇▇
▇. ▇▇▇▇▇▇▇, an employee of the Corporation or one of its subsidiaries (the
"Holder").
WHEREAS, the Corporation desires, by affording the Holder an opportunity
to purchase shares of the Corporation's Common Stock as hereinafter provided, to
provide an inducement to the Holder to accept employment with the Corporation,
not as part of the Corporation's Stock Incentive Plan (the "Plan"), as adopted
by the Board of Directors of the Corporation (the "Board") on November 21, 1997,
but nevertheless in accordance with the same terms and provisions of the Plan,
which is hereby incorporated by reference; and
WHEREAS, the Board has duly made all determinations necessary or
appropriate to the grant hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto have agreed, and do
hereby agree, as follows:
1. The Corporation hereby irrevocably grants to the Holder, as a
matter of separate agreement and not in lieu of salary or any other compensation
for services, the right and option (the "Option"), to purchase FIVE HUNDRED
THOUSAND (500,000) shares of Common Stock of the Corporation on the terms and
conditions herein set forth.
2. For each of said shares purchased, the Holder shall pay to the
Corporation $6.77 per share (the "Option Price").
3. Subject to the provisions of paragraphs 7, 8 and 9 hereof, this
Option shall be for a term of ten years from the date of this Agreement and
shall become exercisable as to one-fifth of the shares covered by this Option on
the first anniversary hereof, as to two-fifths of the shares covered by this
Option on the second anniversary hereof (reduced by such number of shares as may
have theretofore been purchased hereunder), as to three-fifths of the shares
covered by this Option on the third anniversary hereof (reduced by such number
of shares as may have theretofore been purchased hereunder), as to four-fifths
of the shares covered by this Option on the fourth anniversary hereof (reduced
by such number of shares as may have theretofore been purchased hereunder), and
as to all shares covered by this Option and not theretofore purchased on the
fifth anniversary hereof. The Corporation shall not be required to issue any
fractional shares upon exercise of this Option, and any fractional interests
resulting from the calculation of the number of shares in respect of which this
Option may be exercised prior to the fifth anniversary hereof shall be rounded
down to the nearest whole share. Except as provided in paragraphs 7, 8 and 9
hereof, this Option may not be exercised unless the Holder shall, at the
time of exercise, be an employee of the Corporation or one of its
"subsidiaries," as defined in the Plan.
4. This Option may be exercised only by one or more notices in
writing of the Holder's intent to exercise this Option, accompanied by payment
by check to the Corporation in an amount equal to the aggregate Option Price of
the total number of whole shares then being purchased. Unless otherwise
specified by the Corporation, each such notice and check shall be delivered to
the Treasurer of the Corporation, at the principal office of the Corporation or,
at the risk of the Holder, mailed to the Treasurer at said office.
5. Following the exercise of this Option, the Corporation will
advise the Holder of the applicable Federal and state income taxes required to
be withheld by reason of such exercise. Thereupon, the Holder shall forthwith
deliver to the Corporation a check payable to the Corporation or the subsidiary
of the Corporation which employs the Holder, as the case may be, representing
said taxes.
6. This Option is not transferable by the Holder otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Holder, only by the Holder. While shares of Common Stock are
held in custody for the Holder pursuant to this Agreement, they may not be sold,
transferred, pledged, exchanged, hypothecated or disposed of by the Holder and
shall not be subject to execution, attachment or similar process. In addition,
upon the exercise of all or any portion of this Option, the Holder shall be
required to retain, and may not sell, transfer, pledge, exchange, hypothecate or
dispose of, at least fifty percent (50%) of the shares received as a result of
such exercise for a period of at least five (5) years.
7. In the event of the termination of employment of the Holder with
the Corporation or one of its subsidiaries, other than by reason of Retirement
(as defined in the Plan) or death, the Holder may exercise this Option at any
time within three months (or one year, if the Holder is permanently and totally
disabled within the meaning of Section 22(e)(3) of the Federal Internal Revenue
Code) after such termination of employment subject to paragraph 9 hereof, but
only if and to the extent this Option was exercisable at the date of
termination, and in no event after the date on which this Option would otherwise
terminate; provided, however, if such termination of employment was for cause or
a voluntary termination without the written consent of the Corporation, then
this Agreement shall be of no further force or effect and all rights of the
Holder under this Option shall thereupon cease.
8. In the event of the termination of employment of the Holder with
the Corporation or one of its subsidiaries by reason of Retirement, then all
shares subject to this Option shall be fully exercisable, and, subject to
paragraph 9 hereof, this Option shall be exercisable by the Holder at any time
up to and including (but not after) the date on which this Option would
otherwise terminate.
9. In the event of the death of the Holder (i) while employed by
the Corporation or one of its subsidiaries or after Retirement, (ii) within
three months after termination of the Holder's employment (other than a
termination by reason of permanent and total disability within the meaning of
Section 22(e)(3) of the Federal Internal Revenue Code), or (iii) within one year
after termination of the Holder's employment by reason of such disability,
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then this Option may be exercised by the legatees under the last will of the
Holder, or by the personal representatives or distributees of the Holder, at any
time within a period of nine months after the Holder's death, but only if and to
the extent this Option was exercisable at the date of death (unless death occurs
while the Holder is employed by the Corporation or one of its subsidiaries, in
which case all shares subject to this Option shall be fully exercisable), and in
no event after the date on which this Option would otherwise terminate.
10. Prior to the termination of this Option, in the event of a stock
dividend, a spin-off, split-up, re-capitalization, merger, consolidation,
combination or exchange of shares, or the like, then the aggregate number and
class of shares thereafter subject to this Option and the Option Price thereof,
and the number and class of shares reserved for issuance pursuant to exercise
hereof, shall be appropriately adjusted by the Board, whose determination shall
be conclusive.
11. This Option and each and every obligation of the Corporation
hereunder are subject to the requirement that if at any time the Corporation
shall determine, upon advice of counsel, that the listing, registration, or
qualification of the shares covered hereby upon any securities exchange or under
any state or Federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of or in connection
with the granting of this Option or the purchase of shares hereunder, this
Option may not be exercised in whole or in part unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board.
12. In the event of a "change in control" or a "Pooling
Transaction", as those terms are defined in the Plan, the Holder shall have all
of the rights specified in Paragraph 10(B) and, if applicable, Paragraph 10(D)
of the Plan.
13. Nothing herein contained shall confer on the Holder any right to
continue in the employment of the Corporation or any of its subsidiaries or
interfere in any way with the right of the Corporation or any subsidiary to
terminate the Holder's employment at any time; confer on the Holder any of the
rights of a shareholder with respect to any of the shares subject to this Option
until such shares shall be issued upon the exercise of this Option; affect the
Holder's right to participate in and receive benefits under and in accordance
with the provisions of any pension, profit-sharing, insurance, or other employee
benefit plan or program of the Corporation or any of its subsidiaries; or limit
or otherwise affect the right of the Board (subject to any required approval by
the shareholders) at any time or from time to time to alter, amend, suspend or
discontinue the Plan and the rules for its administration; provided, however,
that no termination or amendment of the Plan may, without the consent of the
Holder, adversely affect the Holder's rights under this Option.
14. Although this Option has not been granted under the Plan, all of
the relevant provisions of the Plan will be deemed to be a part hereof. The
Board shall have the right to resolve all questions which may arise in
connection with this Option. Any interpretation, determination or other action
made or taken by the Board regarding the Plan or this Option shall be final,
binding and conclusive.
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[Signature Page Follows]
IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has been
duly executed by the Corporation and the Holder as of the day and year first
above written.
MIDAS, INC. Holder:
By:
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Chairman ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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