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EXHIBIT A
EXECUTIVE OFFICERS
INSURANCE AUTO AUCTIONS, INC.
STOCK OPTION AGREEMENT
UNDER THE
INSURANCE AUTO AUCTIONS, INC.
1991 STOCK OPTION PLAN
RECITALS
A. The Corporation's Board of Directors (the "Board") has adopted the
Corporation's 1991 Stock Option Plan (the "Plan") for the purpose of attracting
and retaining the services of key employees (including officers and directors),
non-employee Board members and consultants and other independent contractors of
the Corporation or its subsidiaries.
B. Optionee is an individual who is to render valuable services to
the Corporation or one or more subsidiaries, and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the Corporation's grant of a stock option to Optionee.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms and conditions set
forth in this Agreement, the Corporation hereby grants to Optionee, as of the
grant date (the "Grant Date") specified in the accompanying Notice of Grant of
Stock Option (the "Grant Notice"), a stock option to purchase up to that number
of shares of the Corporation's Common Stock (the "Option Shares") as is
specified in the Grant Notice. Such Option Shares shall be purchasable from time
to time during the option term at the option price (the "Option Price")
specified in the Grant Notice.
2. OPTION TERM. This option shall have a maximum term of ten (10)
years measured from the Grant Date and shall accordingly expire at the close of
business on the expiration date (the "Expiration Date") specified in the Grant
Notice, unless sooner terminated in accordance with Paragraph 5 or 6.
3. LIMITED TRANSFERABILITY. This option, together with the limited
stock appreciation right granted to certain officers and directors of the
Corporation pursuant to Paragraph 20, shall not be transferable or assignable by
Optionee other than by will or by the laws of descent and distribution following
Optionee's death and may be exercised, during Optionee's lifetime, only by
Optionee.
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4. DATES OF EXERCISE. This option shall become exercisable for the
Option Shares in one or more installments as specified in the Grant Notice. As
the option becomes exercisable for one or more installments, those installments
shall accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6.
5. CESSATION OF SERVICE. The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date in accordance with the following provisions:
(a) Should Optionee's Service be terminated while Optionee is a
Participant (as such term is defined in the Corporation's Executive Severance
Plan for Officers (the "Executive Severance Plan")) in the Executive Severance
Plan and such termination is:
(i) by the Corporation for any reason other than Cause (as such
term is defined in the Executive Severance Plan) or by Optionee for Good
Reason (as such term is defined in the Executive Severance Plan), then
Optionee shall have until the earlier of (A) the date which is three (3)
months from the expiration of the Severance Period (as such term is defined
in the Executive Severance Plan) or (B) the Expiration Date to exercise
this option for any or all of the Option Shares for which this option is
vested and exercisable at the time of such cessation of Service; or
(ii) by the Corporation for Cause or by Optionee for any reason
other than Good Reason, then Optionee shall have until the earlier of (A)
the date which is three (3) months from the date of such cessation of
Service or (B) the Expiration Date to exercise this option for any or all
of the Option Shares for which this option is vested and exercisable at the
time of such cessation of Service; provided, however, that if the
termination by the Corporation for Cause is for misconduct (including, but
not limited to, any act of dishonesty, willful misconduct, fraud or
embezzlement) or for any unauthorized use or disclosure of confidential
information or trade secrets of the Corporation or any parent or
subsidiary, then this option shall terminate immediately and cease to be
outstanding.
(b) Should Optionee's Service be terminated while Optionee is not a
Participant (as such term is defined in the Executive Severance Plan) in the
Executive Severance Plan and such termination is:
(i) by the Corporation for any reason other than those reasons
specified in Section 5(b)(ii) below, then Optionee shall have until the
earlier of (A) the date which is three (3) months from the date of such
cessation of Service or (B) the Expiration Date to exercise this option for
any or all of the Option Shares for which this option is vested and
exercisable at the time of such cessation of Service; or
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(ii) by the Corporation for misconduct (including, but not limited
to, any act of dishonesty, willful misconduct, fraud or embezzlement) or
for any unauthorized use or disclosure of confidential information or trade
secrets of the Corporation or any parent or subsidiary, then this option
shall terminate immediately and cease to be outstanding.
(c) Should Optionee die while this option is outstanding, then the
personal representative of Optionee's estate or the person or persons to whom
this option is transferred pursuant to Optionee's will or in accordance with the
laws of descent and distribution shall have upon the earlier of (i) the date
which is twelve (12) months from the date of Optionee's death or (ii) the
Expiration Date to exercise this option for any or all of the Option Shares for
which this option is vested and exercisable at the time of Optionee's cessation
of Service.
(d) Should Optionee become permanently disabled and cease by reason
thereof to remain in Service at any time during the option term, then Optionee
shall have until the earlier of (i) the date which is twelve (12) months period
from the date of such cessation of Service or (ii) the Expiration Date to
exercise this option for any or all of the Option Shares for which this option
is vested and exercisable at the time of such cessation of Service.
(e) During the limited post-Service period of exercisability
determined pursuant to subparagraphs (a) through (d) above, this option may not
be exercised in the aggregate for more than the number of Option Shares (if any)
for which this option is, at the time of the Optionee's cessation of Service,
exercisable in accordance with either the normal exercise provisions specified
in the Grant Notice or the special acceleration provisions of Paragraph 6.
(f) For purposes of this Agreement, the following definitional
provisions shall be in effect:
(i) Optionee shall be deemed to remain in service for so long as
such individual renders services on a periodic basis to the Corporation (or
any parent or subsidiary) in the capacity of an Employee, a non-employee
member of the board of directors or a consultant or independent contractor.
(ii) Optionee shall be considered to be an EMPLOYEE for so long as
such individual remains in the employ of the Corporation or any parent or
subsidiary, subject to the control and direction of the employer entity
both as to the work to be performed and the manner and method of
performance.
(iii) Optionee shall be deemed to be PERMANENTLY DISABLED and to
have incurred a PERMANENT DISABILITY if Optionee is unable to engage in any
substantial gainful activity by reason of any medically-determinable
physical or mental impairment expected to result in death or to be of
continuous duration of not less than twelve (12) months,
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(iv) A corporation shall be considered to be a SUBSIDIARY of the
Corporation if it is a member of an unbroken chain of corporations
beginning with the Corporation, provided each such corporation in the chain
(other than the last corporation) owns, at the time of determination, stock
possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
(v) A corporation shall be considered to be a PARENT of the
Corporation if it is a member of an unbroken chain ending with the
Corporation, provided each such corporation in the chain (other than the
Corporation) owns, at the time of determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
6. CORPORATE TRANSACTION.
(a) In the event of any of the following shareholder-approved
transactions (a "Corporate Transaction"):
(i) a merger or acquisition in which the Corporation is not the
surviving entity, except for a transaction the principal purpose of which
is to change the State of the Corporation's incorporation,
(ii) the sale, transfer or other disposition of all or
substantially all of the assets or outstanding capital stock of the
Corporation, or
(iii) any reverse merger in which the Corporation is the surviving
entity but in which all of the Corporation's outstanding voting stock is
transferred to the acquiring entity or its wholly-owned subsidiary,
this option, to the extent outstanding at such time but not
otherwise fully exercisable, shall automatically accelerate so that such option
shall, immediately prior to the specified effective date for the Corporate
Transaction, become fully exercisable for all the Option Shares at the time
subject to such option and may be exercised for all or any portion of such
shares.
(b) All or any portion of this option accelerated upon the Corporate
Transaction shall be exercisable as an incentive stock option under the Federal
tax laws (if designated as such in the Grant Notice) only to the extent the
applicable dollar limitation of Paragraph 18 is not exceeded.
(c) This option, to the extent not previously exercised, shall
terminate upon the consummation of such Corporate Transaction and cease to be
outstanding, unless it is expressly assumed by the successor corporation or
parent thereof.
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(d) This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
7. ADJUSTMENT IN OPTION SHARES.
(a) In the event any change is made to the Common Stock issuable under
the Plan by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class effected without the Corporation's receipt
of consideration, the Committee shall make appropriate adjustments to (i) the
number and/or class of securities subject to this option and (ii) the Option
Price payable per share in order to prevent any dilution or enlargement of
benefits hereunder. Such adjustments shall be final, binding and conclusive.
(b) If this option is to be assumed in connection with any Corporate
Transaction under Paragraph 6 or is otherwise to remain outstanding, then this
option shall, immediately after such Corporate Transaction, be appropriately
adjusted to apply and pertain to the number and class of securities which would
have been issued to Optionee in the consummation of such Corporate Transaction
had the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to the Option Price payable per
share, provided the aggregate Option Price payable hereunder shall remain the
same.
8. PRIVILEGE OF STOCK OWNERSHIP. The holder of this option shall not
have any of the rights of a shareholder with respect to the Option Shares until
such individual shall have exercised the option and paid the Option Price for
the purchased Option Shares.
9. MANNER OF EXERCISING OPTION.
(a) In order to exercise this option with respect to all or any part
of the Option Shares for which this option is at the time exercisable, Optionee
(or in the case of exercise after Optionee's death, Optionee's executor,
administrator, heir or legatee, as the case may be) must take the following
actions:
(i) Deliver to the Chief Financial Officer of the Corporation an
executed notice of exercise in substantially the form of Exhibit I to this
Agreement (the "Exercise Notice") in which there is specified the number of
Option Shares to be purchased under the exercised option.
(ii) Pay the aggregate Option Price for the purchased shares
through one or more of the following alternatives:
- full payment in cash or by check payable to the
Corporation;
- full payment in shares of Common Stock held for the
requisite period necessary to avoid a charge to the Corporation's earnings
for
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financial reporting purposes and valued at Fair Market Value on the
Exercise Date (as such terms are defined below);
- full payment in a combination of shares of Common Stock
held for the requisite period necessary to avoid a charge to the
Corporation's reported earnings and valued at Fair Market Value on the
Exercise Date and cash or check payable to the Corporation's order; or
- full payment effected through a sale and remittance
procedure pursuant to which Optionee shall concurrently provide irrevocable
written instructions (I) to a designated brokerage firm to effect the
immediate sale of the purchased shares and remit to the Corporation, out of
the sale proceeds available on the settlement date, sufficient funds to
cover the aggregate Option Price payable for the purchased shares plus all
applicable Federal, State and local income taxes and employment taxes
required to be withheld in connection with such purchase and (II) to the
Corporation to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale transaction; or
- any other form which the Committee may, in its discretion,
approve at the time of exercise in accordance with the provisions of
Paragraph 14.(1)
(iii) Furnish to the Corporation appropriate documentation that
the person or persons exercising the option (if other than Optionee) have
the right to exercise this option.
(b) For purposes of this Agreement, the Exercise Date shall be the
date on which the executed Exercise Notice shall have been delivered to the
Corporation. Except to the extent the sale and remittance procedure specified
above is utilized in connection with the option exercise, payment of the Option
Price for the purchased shares must accompany such Exercise Notice. For all
valuation purposes under this Agreement, the Fair Market Value per share of
Common Stock on any relevant date shall be determined in accordance with
subparagraphs (i) and (ii) below:
(i) If the Common Stock is not at the time listed or admitted to
trading on any stock exchange but is traded on the Nasdaq National Market
System, the Fair Market Value shall be the closing selling price per share
of Common Stock on the trading day preceding the date in question, as such
price is reported by the National Association of Securities Dealers through
the Nasdaq National Market System or any successor system. If there is no
closing selling price for the Common Stock on such date, then the Fair
Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.
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(1) Authorization of a loan under such provisions may, under currently proposed
Treasury Regulations, result in the loss of incentive stock option treatment
under the Federal tax laws.
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(ii) If the Common Stock is on the date in question listed or
admitted to trading on any national stock exchange, then the Fair Market
Value shall be the closing selling price per share of Common Stock on the
trading day preceding the date in question on the stock exchange determined
by the Committee to be the primary market for the Common Stock, as such
price is officially quoted in the composite tape of transactions on such
exchange. If there is no closing selling price for the Common Stock on the
date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.
(c) As soon as practical after receipt of the Exercise Notice, the
Corporation shall mail or deliver to or on behalf of Optionee (or any other
person or persons exercising this option) a certificate or certificates
representing the purchased Option Shares.
(d) In no event may this option be exercised for any fractional
shares.
10. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
(a) The exercise of this option and the issuance of Option Shares upon
such exercise shall be subject to compliance by the Corporation and Optionee
with all applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange on which shares of the Corporation's Common
Stock may be listed at the time of such exercise and issuance.
(b) In connection with the exercise of this option, Optionee shall
execute and deliver to the Corporation such representations in writing as may be
requested by the Corporation in order for it to comply with the applicable
requirements of Federal and State securities laws.
12. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 3 or 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the successors, administrators, heirs and legal
representatives of Optionee and the successors and assigns of the Corporation.
13. LIABILITY OF CORPORATION.
(a) If the Option Shares covered by this Agreement exceed, as of the
Grant Date, the number of shares which may without shareholder approval be
issued under the Plan, then this option shall be void with respect to such
excess shares unless shareholder approval of an amendment sufficiently
increasing the number of shares issuable under the Plan is obtained in
accordance with the provisions of Section XIII(e) of the Plan.
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(b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.
14. LOANS OR INSTALLMENT PAYMENTS. The Committee may, in its absolute
discretion and without any obligation to do so, assist Optionee in the exercise
of this option by (i) authorizing the extension of a loan to Optionee from the
Corporation or (ii) permitting Optionee to pay the Option Price for the
purchased Common Stock in installments over a period of years. The terms of any
loan or installment method of payment (including the interest rate, the
collateral requirements and the terms of repayment) shall be established by the
Committee in its sole discretion.
15. NO EMPLOYMENT/SERVICE CONTRACT. Nothing in this Agreement or in
the Plan shall confer upon Optionee any right to continue in the Service of the
Corporation (or any parent or subsidiary employing or retaining Optionee) for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any such parent or subsidiary) or
Optionee, which rights are hereby expressly reserved by each party, to terminate
Optionee's Service at any time for any reason whatsoever, with or without cause.
16. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation in care of its Chief Financial Officer at the corporate
offices at 850 East Algonquin Road, Suite 100, Schaumburg, IL 60173. Any notice
required to be given or delivered to Optionee shall be in writing and addressed
to Optionee at the address indicated on the Grant Notice. All notices shall be
deemed to have been given or delivered upon personal delivery or upon deposit in
the U.S. mail, by registered or certified mail, postage prepaid and properly
addressed to the party to be notified.
17. CONSTRUCTION. This Agreement and the option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the express terms and provisions of the Plan. All decisions of the
Committee with respect to any question or issue arising under the Plan or this
Agreement shall be conclusive and binding on all persons having an interest in
this option.
18. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK OPTION. In the
event this option is designated an incentive stock option in the Grant Notice,
the following terms and conditions shall also apply to the grant:
(a) This option shall cease to qualify for favorable tax treatment as
an incentive stock option under the Federal tax laws if (and to the extent) this
option is exercised for one or more Option Shares: (i) more than three (3)
months after the date Optionee ceases to be an Employee for any reason other
than death or permanent disability (as defined in Paragraph 5) or
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(ii) more than one (1) year after the date Optionee ceases to be an Employee by
reason of permanent disability.
(b) Should this option be designated as immediately exercisable in the
Grant Notice, then this option shall not become exercisable in the calendar year
in which granted if (and to the extent) the aggregate Fair Market Value
(determined at the Grant Date) of the Common Stock for which this option would
otherwise first become exercisable in such calendar year would, when added to
the aggregate value (determined as of the respective date or dates of grant) of
the Common Stock and any other securities for which this option or one or more
other incentive stock options granted to Optionee prior to the Grant Date
(whether under the Plan or any other option plan of the Corporation or any
parent or subsidiary) first become exercisable during the same calendar year,
exceed One Hundred Thousand Dollars ($100,000) in the aggregate. To the extent
the exercisability of this option is deferred by reason of the foregoing
limitation, the deferred portion will first become exercisable in the first
calendar year or years thereafter in which the One Hundred Thousand Dollar
($100,000) limitation of this Paragraph 18(b) would not be contravened, but such
deferral shall in all events end immediately prior to the effective date of a
Corporate Transaction, whereupon the option shall become exercisable as a
non-statutory option for the balance of the Option Shares.
(c) If this option is to become exercisable in a series of
installments as indicated in the Grant Notice, no such installment shall qualify
for favorable tax treatment as an incentive stock option under the Federal tax
laws if (and to the extent) the aggregate Fair Market Value (determined at the
Grant Date) of the Corporation's Common Stock for which such installment first
becomes exercisable hereunder will, when added to the aggregate value
(determined as of the respective date or dates of grant) of the Common Stock or
other securities for which this option or one or more other incentive stock
options granted to Optionee prior to the Grant Date (whether under the Plan or
any other option plan of the Corporation or any parent or subsidiary) first
become exercisable during the same calendar year, exceed One Hundred Thousand
Dollars ($100,000) in the aggregate. Should the number of shares of Common Stock
for which this option first becomes exercisable in any calendar year exceed the
applicable One Hundred Thousand Dollar ($100,000) limitation, the option may
nevertheless be exercised for those excess shares in such calendar year as a
non-statutory option.
(d) Should the exercisability of this option be accelerated upon a
Corporate Transaction in accordance with Paragraph 6, then this option shall
qualify for favorable tax treatment as an incentive stock option under the
Federal tax laws only to the extent the aggregate Fair Market Value (determined
at the Grant Date) of the Corporation's Common Stock for which this option first
becomes exercisable in the calendar year in which the Corporate Transaction
occurs does not, when added to the aggregate value (determined as of the
respective date or dates of grant) of the Common Stock or other securities for
which this option or one or more other incentive stock options granted to
Optionee prior to the Grant Date (whether under the Plan or any other option
plan of the Corporation or any parent or subsidiary) first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in
the aggregate. Should the number of shares of Common Stock for which this option
first becomes exercisable in the calendar year of such Corporate Transaction
exceed the applicable One
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Hundred Thousand Dollar ($100,000) limitation, the option may nevertheless be
exercised for the excess shares in such calendar year as a non-statutory option.
(e) Should the Optionee hold, in addition to this option, one or more
other options to purchase Common Stock which become exercisable for the first
time in the same calendar year as this option, then the foregoing limitations on
the exercisability of such options as incentive stock options under the Federal
tax laws shall be applied on the basis of the order in which such options are
granted.
(f) To the extent this option should fail to qualify as an incentive
stock option under the Federal tax laws, Optionee will recognize compensation
income in connection with the acquisition of one or more Option Shares
hereunder, and Optionee must make appropriate arrangements for the satisfaction
of all Federal, State or local income and employment tax withholding
requirements applicable to such compensation income.
19. ADDITIONAL TERMS APPLICABLE TO A NON-STATUTORY STOCK OPTION. In
the event this option is designated a non-statutory stock option in the Grant
Notice, Optionee shall make appropriate arrangements with the Corporation or any
parent or subsidiary employing Optionee for the satisfaction of all Federal,
State or local income tax and employment tax withholding requirements applicable
to the exercise of this option.
20. LIMITED STOCK APPRECIATION RIGHT. An Optionee who is an officer or
director of the Corporation is hereby granted a limited stock appreciation right
in tandem with this option, exercisable upon the terms and conditions set forth
below:
(a) The stock appreciation right shall under no circumstances become
exercisable until such right has been outstanding for a period of at least six
(6) months measured from the Grant Date of this option.
(b) Provided (i) Optionee is at the time an officer or director of the
Corporation subject to the short-swing profit restrictions of the Federal
securities laws and (ii) the Corporation's outstanding Common Stock is at the
time registered under Section 12(g) of the Securities Exchange Act of 1934 (the
"1934 Act"), then this option shall automatically be canceled upon the effective
date of a Hostile Take-Over. Optionee shall in return be entitled to a cash
distribution from the Corporation in an amount equal to the excess of (i) the
Take-Over Price of the shares of Common Stock at the time subject to the
canceled option (whether or not the option is otherwise at the time exercisable
for such shares) over (ii) the aggregate Option Price payable for such shares.
The cash distribution shall be made within five (5) days following the effective
date of the Hostile Take-Over, and neither the approval of the Committee nor the
consent of the Corporation's Board shall be required in connection with such
cancellation and distribution.
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(c) For purposes of such distribution, the following definitions shall
be in effect:
(i) A Hostile Take-Over shall be deemed to occur in the event (a)
any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's shareholders
which the Board does not recommend such shareholders to accept and (b) more
than fifty percent (50%) of the securities so acquired in such tender or
exchange offer are accepted from holders other than officers and directors
of the Corporation subject to Section 16(b) of the 1934 Act.
(ii) The Take-Over Price per share of Common Stock shall be deemed
to be equal to the greater of (a) the Fair Market Value per share of Common
Stock on the date of the option cancellation or (b) the highest reported
price per share paid by the tender offeror in effecting the Hostile
Take-Over. However, to the extent the canceled option is designated an
incentive stock option in the Grant Notice, the Take-Over Price of the
shares subject to the canceled option shall not exceed the value per share
determined under clause (a) above.
(d) The stock appreciation right shall not be assignable or
transferable and shall only be in effect while the Optionee is the holder of the
Option.
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EXHIBIT I
NOTICE OF EXERCISE OF STOCK OPTION
I hereby notify Insurance Auto Auctions, Inc. (the "Corporation") that
I elect to purchase _______ shares of the Corporation's Common Stock (the
"Purchased Shares") at an option price of $_____ per share (the "Option Price")
pursuant to that certain option (the "Option") granted to me under the
Corporation's 1991 Stock Option Plan on _______________, 199__.
Concurrently with the delivery of this Exercise Notice to the Chief
Financial Officer of the Corporation, I shall hereby pay to the Corporation the
Option Price for the Purchased Shares in accordance with the provisions of my
agreement with the Corporation evidencing the Option and shall deliver whatever
additional documents may be required by such agreement as a condition for
exercise. Alternatively, I may utilize the special sale and remittance procedure
specified in my agreement to effect the payment of the Option Price for the
Purchased Shares.
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Date
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Optionee
Address:
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Print name in exact manner
it is to appear on the stock
certificate:
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Address to which certificate is to be
sent, if different from address above:
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Social Security Number:
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Employee Number:
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INSURANCE AUTO AUCTIONS, INC.
NOTICE OF GRANT OF STOCK OPTION
UNDER THE INSURANCE AUTO AUCTIONS, INC.
1991 STOCK OPTION PLAN
EXECUTIVE OFFICER OPTION GRANT
Notice is hereby given of the following stock option grant (the
"Option") to purchase shares of the Common Stock of Insurance Auto Auctions,
Inc. (the "Corporation"):
Optionee:
Grant Date:
Vesting Commencement Date:
Option Price:
Number of Option Shares:
Expiration Date:
Type of Option: Incentive Stock Option
Exercise Schedule:
The Option shall become exercisable in a series of four (4) equal and
successive annual installments over Optionee's period of continued Service (as
defined in the attached Stock Option Agreement), with the first such installment
to become exercisable upon Optionee's completion of one (1) year of Service
measured from the Vesting Commencement Date.
In the event Optionee's employment with the Corporation is terminated
while Optionee is a Participant (as such term is defined in the Corporation's
Executive Severance Plan for Officers (the "Executive Severance Plan")) in the
Executive Severance Plan and such termination is either by the Company for any
reason other than Cause (as such term is defined in the Executive Severance
Plan) or by the Optionee for Good Reason (as such term is defined in the
Executive Severance Plan), then the Option shall become fully vested and
exercisable on the date of such termination.
In the event Optionee's employment with the Corporation is terminated
while Optionee is not a Participant in the Executive Severance Plan, then the
Option shall be vested and exercisable only to the extent which the Option was
vested and exercisable on the date of such termination. Any installment which is
not vested and exercisable as of the date of such termination shall cease to be
outstanding.
Subject to Stock Option Plan and Stock Option Agreement:
Optionee understands and agrees that the Option is granted subject to
and in accordance with the express terms and conditions of the Insurance Auto
Auctions, Inc. 1991 Stock Option Plan (the "Plan"). Optionee further agrees to
be bound by the terms and conditions of the Plan and the terms and conditions of
the Option as set forth in the Stock Option Agreement attached
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hereto as Exhibit A. Optionee also acknowledges receipt of a copy of the
official prospectus for the Plan attached hereto as Exhibit B.
No Employment or Service Contract:
Nothing in this Notice of Grant of Stock Option or in the Plan shall
confer upon Optionee any right to continue in Service (as such term is defined
in the Plan) for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any parent or subsidiary
employing Optionee) or Optionee, which rights are hereby expressly reserved by
each, to terminate Optionee's Service at any time for any reason whatsoever,
with or without cause.
Date: ____________________, 2000 INSURANCE AUTO AUCTIONS, INC.
By:_____________________________________
Title:__________________________________
________________________________________
, Optionee
Address:________________________________
________________________________
Exhibit A: Stock Option Agreement
Exhibit B: Plan Prospectus
