Exhibit 10.1
Note: Following is one copy of the Annual Stock Option Agreement dated
April 24, 2002 between Federated Investors, Inc. and each of its three
independent directors: Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx and Xxxxxx X.
X'Xxxxxx. The three documents differ only in the name of the awardee.
FEDERATED INVESTORS, INC.
ANNUAL STOCK OPTION AGREEMENT
as of April 24, 2002
The parties to this Agreement are Federated Investors, Inc. (the
"Company"), a Pennsylvania corporation having its principal place of business in
Pittsburgh, Pennsylvania, and, ___________, a non-employee director of the
Company (the "Optionee").
The Company desires to have the Optionee serve as a non-employee director
of the Company and to provide the Optionee with an incentive to put forth
maximum effort for the success of the business.
The Company has adopted the Federated Investors, Inc. Stock Incentive Plan
(the "Plan") to attract and retain highly competent non-employee directors and
to provide an incentive in motivating such directors to achieve long-term
corporate objectives. Under Section 10.2 of the Plan, each non-employee director
who is continuing in office after the date of each annual meeting of the
Company's shareholders is entitled to receive as of such annual meeting date an
option (an "Annual Option") to purchase 2,250 shares of the Common Stock of the
Company, no par value per share (the "Common Stock"). This Agreement sets forth
the terms and conditions applicable to all Annual Options granted to the
Optionee under the Plan on and after the date hereof. . Capitalized terms used
in this Agreement, unless otherwise defined herein, shall have the meanings
given to such terms in the Plan.
Accordingly, in consideration of the premises and covenants set forth
herein, the parties hereto, intending to be legally bound, agree as follows:
1. Number of Shares and Price. The Optionee's Annual Option for 2,250
shares of Common Stock is granted under the Plan as of the date first above
written and has an exercise price of $______ (the Fair Market Value per share of
the Common Stock on the date of grant). The Company shall notify the Optionee in
writing of further grants of Annual Options under the Plan and the Date of Grant
and exercise price of each such Annual Option. The Annual Options are not
intended to qualify as incentive stock Annual Options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.
2. Term and Exercise. Each Annual Option shall have a term beginning on the
Date of Grant of such Annual Option and ending on the tenth anniversary of such
Date of Grant, subject to earlier termination as set forth in Section 3 (the
"Expiration Date"). Subject to the provisions of Section 3, each Annual Option
shall vest and become exercisable immediately.
3. Exercise of Option Upon Termination of Service. In the event of the
death or disability of Optionee, the Annual Options shall be exercisable only
within the twelve (12) months next succeeding the date of death or disability
and only if and to the extent that the Optionee was entitled to exercise the
Annual Options at the date of the Optionee's death or disability, as the case
may be. If an Optionee's service with the Corporation terminates due to
retirement all vested Annual Options may be exercised by the Optionee for a
period of ten (10) years from the date of grant; provided, however, that in the
event of the death of a retired Optionee, the Annual Options shall be
exercisable only within the twelve (12) months next succeeding the date of
death. If an Optionee's service with the Company terminates for any reason other
than retirement, death or disability, the Annual Options shall be exercisable
for thirty (30) days after the date of such termination and only if and to the
extent the Optionee was entitled to exercise the Annual Options at the date of
such termination. In the case of death, such Annual Options shall be exercisable
only by the executor or administrator of the Optionee's estate or by the person
or persons to whom the Optionee's rights under the Annual Options shall pass by
the Optionee's will or the laws of descent and distribution. Notwithstanding the
foregoing, in no event shall any Option be exercisable more than ten (10) years
after the date of grant. For purposes of this Agreement, "Disability" means any
physical or mental injury or disease of a permanent nature, which renders
Optionee incapable of meeting the requirements of service as an Optionee
performed by Optionee immediately prior to the commencement of such disability.
The determination of whether an Optionee is disabled shall be made by the
Committee in its sole and absolute discretion.
4. Exercise Procedures. Annual Options may be exercised, in whole or in
part, by the Optionee by delivering to the Company a Notice in the form set
forth as Exhibit A hereto, together with the exercise price for such Annual
Options payable in U.S. dollars, in cash or by check payable to the order of the
Company.
5. Miscellaneous.
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(a) In case there shall be a merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure such
that the shares of Common Stock are changed into or become exchangeable for a
larger or smaller number of shares, thereafter the number of shares subject to
the outstanding Annual Options granted hereunder shall be increased or
decreased, as the case may be, in direct proportion to the increase or decrease
in the number of shares of Common Stock by reason of such change in corporate
structure, provided that the number of shares shall always be a whole number,
and the exercise price per share of the outstanding Annual Options shall, in the
case of an increase in the number of shares, be proportionately reduced, and in
the case of a decrease in the number of shares, shall be proportionately
increased. Any such adjustment by the Board shall be final and binding on
Optionee.
(b) Nothing contained in this Agreement shall be deemed to confer upon the
Optionee, in his capacity as a holder of Annual Options, any right to prevent or
to approve or vote upon any of the corporate actions described in Section 5(a).
The existence of the Annual Options granted hereunder shall not affect in any
way the right or the power of the Company or its shareholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stocks ahead of or affecting the Class A Common Stock or the
rights thereof, or the dissolution or liquidation of the Company, 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.
(c) Whenever the term "the Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the executors, the administrators, or the person or persons to whom
Annual Options may be transferred by will or by the laws of descent and
distribution, the term "the Optionee" shall be deemed to include such person or
persons.
(d) The Annual Options granted hereunder are not transferable by the
Optionee otherwise than by will or the laws of descent and distribution and are
exercisable during the Optionee's lifetime only by him or her. No assignment or
transfer of the Annual Options granted hereunder, or of the rights represented
thereby, whether voluntary or involuntary, by the operation of law or otherwise
(except by will or the laws of descent and distribution), shall vest in the
assignee or transferee any interest or right herein whatsoever, but immediately
upon any such assignment or transfer the Annual Options shall terminate and
become of no further effect.
(e) The Optionee shall not be deemed for any purpose to be a stockholder of
the Company in respect of any shares as to which the Annual Options shall not
have been exercised as herein provided.
(f) Nothing in this Agreement shall confer upon the Optionee any right to
continue as a director of the Company.
(g) Nothing in this Agreement or otherwise shall obligate the Company to
vest any of the Annual Options, to permit the Annual Options to be exercised
other than in accordance with the terms hereof or to grant any waivers of the
terms of this Agreement, regardless of what actions the Company, the Board or
the Committee may take or waivers the Company, the Board or the Committee may
grant under the terms of or with respect to any Annual Options now or hereafter
granted to any other person or any other Annual Options granted to the Optionee.
(h) Notwithstanding any other provision hereof, the Optionee shall not
exercise the Annual Options granted hereunder, and the Company shall not be
obligated to issue any shares to the Optionee hereunder, if the exercise thereof
or the issuance of such shares would constitute a violation by the Optionee or
the Company of any provision of any law or regulation of any governmental
authority, the terms of any credit agreement or other financing agreement to
which the Company is then a party or by which it is bound. Any determination in
this connection by the Company shall be final and binding. The Company shall in
no event be obligated to register any securities pursuant to the Securities Act
of 1933 (as the same shall be in effect from time to time) or to take any other
affirmative action in order to cause the exercise of the Annual Options or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority.
(i) Every notice or other communication relating to this Agreement shall be
in writing and shall be mailed to or delivered to the party for whom it is
intended at such address as may from time to time be designated by it in a
notice mailed or delivered to the other party as herein provided; provided,
however, that unless and until some other address be so designated, all notices
or communications by the Optionee to the Company shall be mailed or delivered to
the Company at its office at Federated Investors Tower, 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Corporate Secretary, and all notices
or communications by the Company to Optionee may be given to the Optionee
personally or may be mailed to him or her.
(j) This Agreement shall be governed by the laws of the State of
Pennsylvania applicable to agreements made and performed wholly within the State
of Pennsylvania (regardless of the laws that might otherwise govern under
applicable conflicts of laws principles).
(k) As used in this Agreement, unless the context otherwise requires (i)
references to "Articles" or "Sections" are to articles or sections of this
Agreement, (ii) "hereof", "herein", "hereunder" and comparable terms refer to
this Agreement in its entirety and not to any particular part of this Agreement,
(iii) references to any gender include references to all genders, (iv)
"including" means including without limitation, and (v) headings of the various
articles and sections are for convenience of reference only.
(l) This Agreement sets forth a complete understanding between the parties
with respect to its subject matter and supersedes all prior and contemporaneous
agreements and understandings with respect thereto. Except as expressly set
forth in this Agreement, the Company makes no representations, warranties or
covenants the Optionee with respect to this Agreement or its subject matter,
including with respect to the current or future value of the shares subject to
the Annual Options. Any modification, amendment or waiver to this Agreement will
be effective only if it is in writing signed by the Company and the Optionee.
The failure of any party to enforce at any time any provision of this
Agreement shall not be construed to be a waiver of that or any other provision
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
FEDERATED INVESTORS, INC.
By: __________________________
OPTIONEE
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EXHIBIT A
EXERCISE OF STOCK OPTION
Pursuant to the provisions of the Annual Stock Option Agreement entered
into as of April 24, 2002 between Federated Investors, Inc. (the "Company") and
_________________ Optionee (the "Agreement"), I hereby exercise the stock option
granted under the terms of the Agreement to the extent of _____ shares of the
Common Stock of the Company (the "Shares"). I deliver to the Company herewith
the following in payment for the Shares:
o $_________ in cash
o A check payable to Federated Investors, Inc. in the amount
of
$-------------
Date: ______________________ ______________________________
Optionee
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Address
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Social Security Number
