<PAGE>
As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
TRANSAMERICA CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-0932740
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94111
(Address of Principal Executive Offices)
TRANSAMERICA CORPORATION 1996 STOCK OPTION AND AWARD PLAN
(Full Title of the Plan)
Shirley H. Buccieri, Esq.
Senior Vice President, General Counsel and Secretary
Transamerica Corporation
600 Montgomery Street, San Francisco, California 94111
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 983-4187
Copies to:
John E. Aguirre, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, CA 94111
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share (1) Price (1) Fee (1)
<S> <C> <C> <C> <C>
Common Stock 4,000,000 $90.1875 $360,750,000 $109,318.19
shares
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of $90.1875 per share, the average of the high and low prices of the
Common Stock as reported by the New York Stock Exchange on March 24, 1997.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this Registration
Statement: (i) Transamerica Corporation's (the "Corporation") latest annual
report filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"); (ii) all other reports filed by the Corporation
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Corporation's latest annual report; and (iii) the
description of the Corporation's common stock contained in the Corporation's
Registration Statement on Form 8-A, as it may have been amended from time to
time. All documents filed by the Corporation or the Plan after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by Section 145 of the Delaware Corporation Law, the Corporation's
Certificate of Incorporation eliminates the personal liability of its directors
to the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for: (i) any breach of the duty of loyalty
to the Corporation or its stockholders, (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
liability under Section 174 of the Delaware General Corporation Law (involving
certain unlawful dividends or stock repurchases) or (iv) any transaction from
which the director derived an improper personal benefit.
As authorized by Section 145 of the Delaware Corporation Law, the Corporation's
By-Laws provide for indemnification of its directors and officers in certain
cases. Indemnification shall be provided when a person is made a party or is
threatened to be made a party to any proceeding by reason of the fact that he or
she is or was a director or officer of the Corporation or a director or officer
of the Corporation serving at the request of the Corporation as a director,
officer, employee or agent of
2
<PAGE>
another enterprise; provided, however, that no indemnification shall be provided
to any such person if a judgment or other final adjudication adverse to the
director or officer establishes that the director or officer did not act in good
faith and in a manner reasonably believed by him or her to be in, or not opposed
to, the best interests of the Corporation or, with respect to any criminal
proceeding, had reasonable cause to believe that his or her conduct was
unlawful; and provided, further, that, except as to actions to enforce
indemnification rights, the Corporation shall indemnify any such person seeking
indemnification in connection with an action, suit or proceeding (or part
thereof) initiated by such person only if the action, suit or proceeding (or
part thereof) was authorized by the Board of Directors of the Corporation. When
indemnification is required, the director or officer shall be indemnified for
losses, liabilities and expenses (including attorney's fees, judgments, fines
and amounts paid in settlement) actually and reasonably incurred by him or her
in connection therewith.
If such proceeding is brought by or on behalf of the Corporation, such person
shall be indemnified against expenses actually and reasonably incurred if he or
she acted in good faith and in a manner reasonably believed by him or her to be
in, or not opposed to, the best interests of the Corporation. There can be no
indemnification with respect to any matter as to which such person is adjudged
to be liable to the Corporation; however, a court may, even in such case, allow
indemnification to such person for such expenses as the court deems proper.
The Corporation's By-Laws provide that, notwithstanding the foregoing, where
such person is successful in any such proceeding, he or she is entitled to be
indemnified against expenses actually and reasonably incurred by him or her. In
all other cases, he or she is entitled to be indemnified against expenses
actually and reasonably incurred by him or her unless the Corporation has
determined that indemnification of such person is not proper because he or she
has not met the applicable standard of conduct.
In addition to the above, the Corporation has entered into Indemnification
Agreements (the "Indemnification Agreements") with each of its directors. The
Indemnification Agreements provide directors with generally the same
indemnification by the Corporation as is set forth in the immediately preceding
paragraphs except that the Indemnification Agreements differ from the By-Laws in
the following significant respects: (1) following a change in control (as
defined) of the Corporation, approval by the Board of Directors of the
Corporation of a claim initiated by a director is not required as a condition to
such person's indemnification rights; and (2) no indemnification shall be
provided to a director if a final adjudication or judgment adverse to such
person establishes that such person did not meet the required standard of care
and such person's actions were material to the cause of action adjudicated or,
with respect to
3
<PAGE>
an action brought by or in the right of the Corporation, that such person
committed an act for which personal liability has not been eliminated under the
Corporation's Certificate of Incorporation.
The Indemnification Agreements also provide for (i) arbitration of
indemnification claims after a change in control of the Corporation, (ii) if a
potential change in control or a change in control occurs, the establishment of
a trust for the benefit of an indemnitee of reasonably anticipated
indemnification amounts, and (iii) if the indemnification provided in the
Indemnification Agreements is not available, contribution by the Corporation
based on the relative benefits to the Corporation and the indemnitee and the
relative fault of the Corporation and the indemnitee.
There is directors and officers liability insurance presently outstanding which
insures directors and officers of the Corporation. The policy covers losses for
which the Corporation shall be required or permitted by law to indemnify
directors and officers and which result from claims made against such directors
or officers based upon the commission of wrongful acts in the performance of
their duties. The policy also covers losses which the directors or officers must
pay as the result of claims brought against them based upon the commission of
wrongful acts in the performance of their duties and for which they are not
indemnified by the Corporation. The losses covered by the policy are subject to
certain exclusions and do not include fines or penalties imposed by law or other
matters deemed uninsurable under the law. The policy contains certain deductible
provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 Transamerica Corporation Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 4.5 of the Registrant's Registration
Statement on Form S-3 (Commission File No. 33-43921), and to Exhibits 3 and
4 of the Registrant's Form 8-A filed January 21, 1992, as amended by Form 8
filed January 27, 1992).
4.2 Transamerica Corporation By-Laws, as amended (incorporated by reference to
Exhibit 3.(ii) of the Registrant's Annual Report on Form 10-K (Commission
File No. 1-2964) for the year ended December 31, 1995).
4.3 Transamerica Corporation 1996 Stock Option and Award Plan (the "Plan").
4.4 Form of Nonqualified Stock Option Agreement under the Plan.
4
<PAGE>
4.5 Form of Nonqualified Stock Option Agreement granted with Tandem Limited
Stock Appreciation Right under the Plan.
4.6 Form of Tandem Limited Stock Appreciation Right under the Plan.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
5
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
<PAGE>
Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California on March 24, 1997.
TRANSAMERICA CORPORATION
(Registrant)
/s/ Burton E. Broome
- -----------------------------
Burton E. Broome
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
Principal Executive Officer: President and
Chief Executive
Officer
/s/ Frank C. Herringer March 24, 1997
- --------------------------------
Frank C. Herringer
Principal Financial Officer: Executive Vice
President and
Chief Financial
/s/ Edgar H. Grubb Officer
- -------------------------------- March 24, 1997
Edgar H. Grubb
Principal Accounting Officer: Vice President
and Controller
/s/ Burton E. Broome
- -------------------------------- March 24, 1997
Burton E. Broome
7
<PAGE>
Directors:
- --------------------------
Samuel L. Ginn Director March __, 1997
/s/ Frank C. Herringer
- -----------------------------
Frank C. Herringer Director March 24, 1997
/s/ Robert W. Matschullat
- ----------------------------
Robert W. Matschullat Director March 24, 1997
/s/ Gordon E. Moore
- ----------------------------
Gordon E. Moore Director March 24, 1997
/s/ Toni Rembe
- ----------------------------
Toni Rembe Director March 24, 1997
/s/ Condoleezza Rice
- ----------------------------
Condoleezza Rice Director March 24, 1997
/s/ Charles R. Schwab
- ----------------------------
Charles R. Schwab Director March 24, 1997
/s/ Forrest N. Shumway
- ----------------------------
Forrest N. Shumway Director March 24, 1997
/s/ Peter V. Ueberroth
- ----------------------------
Peter V. Ueberroth Director March 24, 1997
*By: /s/ Robert D. Myers
-------------------------
Robert D. Myers
Attorney-in-Fact
A majority of the members of the Board of Directors.
8
<PAGE>
<TABLE>
EXHIBIT INDEX
<C> <S>
4.1 Transamerica Corporation Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 4.5 of the Registrant's Registration
Statement on Form S-3 (Commission File No. 33-43921), and to Exhibits 3 and
4 of the Registrant's Form 8-A filed January 21, 1992, as amended by Form 8
filed January 27, 1992).
4.2 Transamerica Corporation By-Laws, as amended (incorporated by reference to
Exhibit 3.(ii) of the Registrant's Annual Report on Form 10-K (Commission
File No. 1-2964) for the year ended December 31, 1995).
4.3 Transamerica Corporation 1996 Stock Option and Award Plan (the "Plan").
4.4 Form of Nonqualified Stock Option Agreement under the Plan.
4.5 Form of Nonqualified Stock Option Agreement granted with Tandem Limited
Stock Appreciation Right under the Plan.
4.6 Form of Tandem Limited Stock Appreciation Right under the Plan.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Powers of Attorney.
</TABLE>
<PAGE>
Exhibit 4.3
TRANSAMERICA CORPORATION
1996 STOCK OPTION AND AWARD PLAN
TRANSAMERICA CORPORATION, hereby adopts the Transamerica Corporation
1996 Stock Option and Award Plan, effective as of December 31, 1996, as follows:
SECTION 1
BACKGROUND AND PURPOSE
1.1 Background. The Plan permits the grant of Options, SARs,
----------
Restricted Stock, Performance Shares and/or Performance Units to certain
Eligible Employees.
1.2 Purpose of the Plan. The Plan is intended to attract, motivate
-------------------
and retain those Eligible Employees upon whose judgment, initiative and
continued efforts the Corporation is largely dependent for the successful
conduct of its business. The Plan also is intended to align Participants'
interests with those of the Corporation's stockholders.
SECTION 2
DEFINITIONS
The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:
2.1 "1934 Act" means the Securities Exchange Act of 1934, as amended.
--------
Reference to a specific section of the 1934 Act or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
2.2 "Affiliate" means any corporation in which the Corporation owns,
---------
directly or indirectly, twenty-five percent or more of the voting stock.
2.3 "Award" means, individually or collectively, a grant under the
-----
Plan of Options, SARs, Restricted Stock, Performance Shares and/or Performance
Units.
2.4 "Award Agreement" means the written agreement setting forth the
---------------
terms and provisions applicable to each Award granted under the Plan.
1
<PAGE>
2.5 "Board" means the Board of Directors of the Corporation.
-----
2.6 "Change of Control" means the occurrence of any of the following:
-----------------
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of
------
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of 20% or more of either (1) the then-outstanding shares of
common stock of the Corporation (the "Outstanding Corporation Common
------------------------------
Stock") or (2) the combined voting power of the then-outstanding voting
-----
securities of the Corporation entitled to vote generally in the election of
directors (the "Outstanding Corporation Voting Securities"); provided,
-----------------------------------------
however, that for purposes of this paragraph (a) the following acquisitions
shall not constitute, or be deemed to cause, a Change of Control: (i) any
increase in such percentage ownership of a Person to 20% or more resulting
solely from any acquisition of shares directly from the Corporation or any
acquisition of shares by the Corporation, provided, however, that any
subsequent acquisitions of shares by such Person that would add, in the
aggregate, 2% or more (measured as of the date of each such subsequent
acquisition) to such Person's beneficial ownership of Outstanding
Corporation Common Stock or Outstanding Corporation Voting Securities shall
be deemed to constitute a Change of Control, (ii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation or (iii) any
acquisition by any corporation pursuant to a transaction which complies
with clauses (1), (2) and (3) of paragraph (c) below; or
(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
---------------
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Corporation's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents, by or on behalf
of a Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the
Corporation (a
2
<PAGE>
"Business Combination"), in each case, unless, following such Business
--------------------
Combination, (1) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the then Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities,
immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 50% of, respectively, the then-outstanding shares
of common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result
of such transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more subsidiaries)
in the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (2) no
Person (excluding any corporation resulting from such Business Combination
or any employee benefit plan (or related trust) of the Corporation or of
such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then-
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then-outstanding
voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (3) at least a
majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
(d) Approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
2.7 "Change of Control Value" means the greater of (a) the highest
-----------------------
Fair Market Value of a Share during the period of 60 consecutive days which ends
on the date of a Change of Control, or (b) the highest price per Share paid in
the transaction which gives rise to the Change of Control.
2.8 "Code" means the Internal Revenue Code of 1986, as amended.
----
Reference to a specific section of the Code or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
2.9 "Committee" means the committee appointed by the Board (pursuant
---------
to Section 3.1) to administer the Plan.
3
<PAGE>
2.10 "Corporation" means Transamerica Corporation, a Delaware
-----------
corporation, or any successor thereto.
2.11 "Disability" means a permanent and total disability as determined
----------
by the Committee (in its discretion) in accordance with uniform and non-
discriminatory standards adopted by it from time to time.
2.12 "Eligible Employee" means an Employee who is neither (a) an
-----------------
officer of the Corporation or of an Affiliate nor (b) a member of the Board.
2.13 "Employee" means an employee of the Corporation or of an
--------
Affiliate, whether such employee is so employed at the time the Plan is adopted
or becomes so employed subsequent to the adoption of the Plan.
2.14 "Exercise Price" means the price at which a Share may be
--------------
purchased by a Participant pursuant to the exercise of an Option or SAR.
2.15 "Fair Market Value" meand the last quoted per Share selling price
-----------------
for Shares on the relevant date, as quoted in the New York Stock Exchange
Composite Transactions Index published in The Wall Street Journal, or if there
were no sales on such date, the last quoted selling price on the nearest day
after the relevant date, as determined by the Committee.
2.16 "Grant Date" means, with respect to an Award, the date that the
----------
Award was granted.
2.17 "Option" means an option to purchase Shares granted to a
------
Participant pursuant to Section 5. Options are not intended to meet the
requirements of section 422 of the Code.
2.18 "Participant" means an Eligible Employee to whom an Award has
-----------
been granted.
2.19 "Performance Share" means an Award granted to a Participant
-----------------
pursuant to Section 8.
2.20 "Performance Unit" means an Award granted to a Participant
----------------
pursuant to Section 8.
2.21 "Period of Restriction" means the period during which the
---------------------
transfer of Restricted Stock is subject to restrictions and therefore, subject
to a substantial risk of forfeiture.
2.22 "Plan" means the Transamerica Corporation 1996 Stock Option and
----
Award Plan, as set forth in this instrument and as hereafter amended from time
to time.
2.23 "Restricted Stock" means an Award granted to a Participant
----------------
pursuant to Section 7.
4
<PAGE>
2.24 "Retirement" means a Termination of Employment by reason of the
----------
Eligible Employee's retirement at or after his or her earliest permissible
retirement date pursuant to and in accordance with his or her employer's regular
retirement plan or practice.
2.25 "Shares" means the shares of common stock of the Corporation.
------
2.26 "Stock Appreciation Right" or "SAR" means an Award (granted
------------------------ ---
pursuant to Section 6) which is granted independently or in connection or tandem
with a related Option.
2.27 "Termination of Employment" means a cessation of the employee-
-------------------------
employer relationship between an Eligible Employee and the Corporation or an
Affiliate for any reason, including, but not by way of limitation, a termination
by resignation, discharge, death, Disability, Retirement, or the disaffiliation
of an Affiliate, but excluding any such termination where there is a
simultaneous reemployment by the Corporation or an Affiliate.
SECTION 3
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the Committee.
-------------
The Committee shall consist of not less than two (2) members of the Board. The
members of the Committee shall be appointed from time to time by, and shall
serve at the pleasure of, the Board.
3.2 Authority of the Committee. It shall be the duty of the
--------------------------
Committee to administer the Plan in accordance with the Plan's provisions. The
Committee shall have all powers and discretion necessary or appropriate to
administer the Plan and to control its operation, including, but not limited to,
the power to (a) determine which Eligible Employees shall be granted Awards, (b)
prescribe the terms and conditions of the Awards, (c) interpret the Plan and the
Awards, (d) adopt such procedures and subplans as are necessary or appropriate
to permit participation in the Plan by Eligible Employees who are foreign
nationals or employed outside of the United States, (e) adopt rules for the
administration, interpretation and application of the Plan as are consistent
therewith, and (f) interpret, amend or revoke any such rules.
3.3 Delegation by the Committee. The Committee, in its sole
---------------------------
discretion and on such terms and conditions as it may provide, may delegate all
or any part of its authority and powers under the Plan to one or more members of
the Board or officers of the Corporation.
5
<PAGE>
3.4 Matters Relating to Terminations of Employment. The Committee,
----------------------------------------------
in its sole discretion, shall determine the effect of all matters and questions
relating to Terminations of Employment, including, but not by way of limitation,
the question of whether a Termination of Employment resulted from Retirement or
Disability, and all questions of whether particular leaves of absence constitute
Terminations of Employment.
3.5 Decisions Binding. All determinations and decisions made by the
-----------------
Committee and any delegate of the Committee pursuant to the provisions of the
Plan shall be final, conclusive, and binding on all persons, and shall be given
the maximum deference permitted by law.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in Section
----------------
4.3, the total number of Shares available for grant under the Plan shall not
exceed 4,000,000. Shares granted under the Plan may be either authorized but
unissued Shares or treasury Shares.
4.2 Lapsed Awards. If an Award (or portion thereof) is cancelled,
-------------
terminates, expires, or lapses for any reason, any Shares subject to such Award
again shall be available to be the subject of an Award.
4.3 Adjustments in Awards and Authorized Shares. In the event of any
-------------------------------------------
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, split-up, Share combination, or other change in the
corporate structure of the Corporation affecting the Shares, the Committee shall
adjust the number and class of Shares which may be delivered under the Plan, and
the number, class, and price of Shares subject to outstanding Awards, in such
manner as the Committee (in its sole discretion) shall determine to be
appropriate to prevent the dilution or diminution of such Awards.
Notwithstanding the foregoing, the number of Shares subject to any Award always
shall be a whole number.
SECTION 5
OPTIONS
5.1 Grant of Options. Subject to the terms and provisions of the
----------------
Plan, Options may be granted to Eligible Employees at any time and from time to
time as determined by the Committee in its sole discretion. The Committee, in
its sole discretion, shall determine (a) the number of Shares subject to each
such Option, and (b) the terms and conditions of each such Option, consistent
with the Plan.
6
<PAGE>
5.2 Award Agreement. Each Option shall be evidenced by an Award
---------------
Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to
exercise of the Option, and such other terms and conditions as the Committee, in
its discretion, shall determine.
5.3 Exercise Price. The Exercise Price of each Option shall be
--------------
determined by the Committee in its discretion; provided, however, that such
Price shall not be less than 100% of the Fair Market Value of a Share on the
Grant Date. Notwithstanding the preceding sentence, in the event that the
Corporation or an Affiliate consummates a transaction described in section
424(a) of the Code (e.g., the acquisition of property or stock from an unrelated
----
corporation), persons who become Employees on account of such transaction may be
granted Options in substitution for options granted by their former employer, in
which case the Committee, in its sole discretion and consistent with section
424(a) of the Code, shall determine the exercise price of such substitute
Options.
5.4 Expiration of Options.
---------------------
5.4.1 Expiration Dates. Each Option shall terminate no later
----------------
than the first to occur of the following events:
(a) The date for termination of the Option set forth in the
related Award Agreement; or
(b) The expiration of twelve (12) years from the Grant Date; or
(c) The expiration of three (3) months from the date of the
Participant's Termination of Employment for a reason other than his or her
death, Disability or Retirement; or
(d) The expiration of three (3) years from the date of the
Participant's Termination of Employment by reason of Disability; or
(e) The expiration of five (5) years from the date of the
Participant's Retirement.
5.4.2 Death of Participant. Notwithstanding the provisions of
--------------------
Section 5.4.1, if a Participant dies while he or she is in the employ of the
Corporation or an Affiliate or within the three-month, three-year or five-year
period referred to in Section 5.4.1(c), (d) or (e) (whichever is applicable),
his or her Option shall expire no later than three (3) years from the date of
the Participant's death.
7
<PAGE>
5.4.3 Committee Discretion. Subject to the limits of Sections 5.4.1
--------------------
and 5.4.2, the Committee, in its sole discretion, (a) shall provide in each
Award Agreement when each Option expires and becomes unexercisable, and (b) may,
after an Option is granted, extend the maximum term of the Option.
5.5 Exercisability of Options. Options shall be exercisable at such
-------------------------
times (e.g., upon the occurrence of a Change of Control) and be subject to such
----
restrictions and conditions as the Committee shall determine in its sole
discretion. After an Option is granted, the Committee, in its sole discretion,
may accelerate the exercisability of such Option (or any portion thereof).
5.6 Payment. Options shall be exercised by the delivery by the
-------
Participant (or other person then entitled to exercise such Option or portion
thereof) of a written notice of exercise to the Secretary of the Corporation (or
his or her designee), setting forth the number of full Shares with respect to
which the Option is to be exercised, accompanied by full payment for the Shares.
Upon the exercise of any Option, the Exercise Price shall be payable
to the Corporation in full in cash or its equivalent. The Committee, in its
sole discretion, also may permit exercise (a) by tendering previously acquired
Shares having an aggregate Fair Market Value at the time of exercise equal to
the total Exercise Price, or (b) by any other means which the Committee, in its
sole discretion, determines to both provide legal consideration for the Shares,
and to be consistent with the purposes of the Plan.
As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares purchased, the Corporation shall
deliver to the Participant (or the Participant's designated broker), Share
certificates (which may be in book entry form) representing such Shares.
5.7 Restrictions on Share Transferability. The Committee may impose
-------------------------------------
such restrictions on any Shares acquired pursuant to the exercise of an Option
as it may deem advisable, including, but not limited to, restrictions related to
applicable Federal securities laws, the requirements of any national securities
exchange or system upon which Shares are then listed or traded, or any blue sky
or state securities laws.
5.8 Grant of Reload Options. The Committee may provide in an Award
-----------------------
Agreement that a Participant who exercises all or part of an Option by payment
of the Exercise Price with already-owned Shares, shall be granted an additional
option (a "Reload Option") for a number of shares of stock equal to the number
-------------
of Shares tendered to exercise the previously granted Option plus, if the
Committee so determines, any Shares withheld or delivered in satisfaction of any
tax withholding requirements.
8
<PAGE>
As determined by the Committee, each Reload Option shall: (a) have a Grant Date
which is the date as of which the previously granted Option is exercised, and
(b) be exercisable on the same terms and conditions as the previously granted
Option, except that the Exercise Price shall be determined as of the Grant Date.
SECTION 6
STOCK APPRECIATION RIGHTS
6.1 Grant of SARs. Subject to the terms and conditions of the Plan,
-------------
SARs may be granted to Eligible Employees at any time and from time to time as
shall be determined by the Committee, in its sole discretion.
6.2 Exercise Price and Other Terms. The Committee, in its sole
------------------------------
discretion, shall determine (a) the number of Shares subject to each SAR granted
under the Plan, (b) the exercisability of each SAR, and (c) the other terms and
conditions of each SAR, consistent with the Plan; provided, however, that the
Exercise Price of any SAR shall be not less than one hundred percent (100%) of
the Fair Market Value of a Share on the Grant Date.
6.3 Award Agreement. Each SAR shall be evidenced by an Award
---------------
Agreement that shall specify the Exercise Price, the term of the SAR, the
conditions of exercise of the SAR, and such other terms and conditions as the
Committee, in its sole discretion, shall determine.
6.4 Expiration of SARs. Each SAR shall expire upon the date
------------------
determined by the Committee, in its sole discretion, and set forth in the
applicable Award Agreement. Notwithstanding the foregoing, the rules of Section
5.4 (regarding the expiration and maximum term of Options) also shall apply to
SARs.
6.5 Payment of SAR Amount. Upon the exercise of an SAR, the
---------------------
Participant shall be entitled to receive payment from the Corporation in an
amount determined by multiplying:
(a) The difference obtained by subtracting the Exercise Price thereof
from the Fair Market Value or such other measure specified by the Committee
in its discretion in the related Award Agreement (e.g., the Change of
----
Control Value) of a Share on the date of exercise; by
(b) The number of Shares with respect to which the SAR is exercised.
9
<PAGE>
6.6 Payment Upon Exercise of SAR. At the discretion of the
----------------------------
Committee, the payment upon exercise of an SAR may be in cash, in Shares of
equivalent value, or in a combination thereof.
SECTION 7
RESTRICTED STOCK
7.1 Grant of Restricted Stock. Subject to the terms and conditions
-------------------------
of the Plan, the Committee, at any time and from time to time, may grant Shares
of Restricted Stock to Eligible Employees in such amounts as the Committee, in
its sole discretion, shall determine. The Committee, in its sole discretion,
shall determine the number of Shares of Restricted Stock to be granted to each
Participant.
7.2 Award Agreement. Each grant of Restricted Stock shall be
---------------
evidenced by an Award Agreement that shall specify the Period of Restriction,
the number of Shares granted, any price to be paid for the Shares, and such
other terms and conditions as the Committee, in its sole discretion, shall
determine. Unless the Committee determines otherwise, Shares of Restricted
Stock shall be held by the Corporation as escrow agent until the restrictions on
such Shares have lapsed.
7.3 Transferability. Shares of Restricted Stock may not be sold,
---------------
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction.
7.4 Other Restrictions. The Committee, in its sole discretion, may
------------------
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate, in accordance with this Section 7.4. For example, the
Committee may set restrictions based upon the passage of time, achievement of
specific performance objectives (Corporation-wide, divisional, or individual),
applicable Federal or state securities laws, or any other basis determined by
the Committee in its discretion. The Committee, in its discretion, may legend
the certificates representing Restricted Stock to give appropriate notice of the
restrictions applicable to such Shares.
7.5 Removal of Restrictions. Except as otherwise provided in this
-----------------------
Section 7, Shares of Restricted Stock granted under the Plan shall be released
from escrow as soon as practicable after the last day of the applicable Period
of Restriction. The Committee, in its discretion, may accelerate the time at
which any restrictions shall lapse, and remove any restrictions. After the
restrictions have lapsed, the Participant shall be entitled to have any legend
or legends under Section 7.4 removed from his or her Share certificate, and the
Shares shall be freely transferable by the Participant.
10
<PAGE>
7.6 Voting Rights. During the Period of Restriction, Participants
-------------
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless otherwise provided in the applicable
Award Agreement.
7.7 Dividends and Other Distributions. During the Period of
---------------------------------
Restriction, Participants holding Shares of Restricted Stock shall be entitled
to receive all dividends and other distributions paid with respect to such
Shares unless otherwise provided in the Award Agreement. If any such dividends
or distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.
7.8 Return of Restricted Stock to Corporation. On the date set forth
-----------------------------------------
in the Award Agreement, the Restricted Stock for which restrictions have not
lapsed shall revert to the Corporation and again shall become available for
grant under the Plan.
SECTION 8
PERFORMANCE SHARES AND PERFORMANCE UNITS
8.1 Grant of Performance Shares/Units. Performance Shares and
---------------------------------
Performance Units may be granted to Eligible Employees at any time and from time
to time, as shall be determined by the Committee, in its sole discretion. The
Committee shall have complete discretion in determining the number of
Performance Shares and/or Performance Units to be granted to any Participant.
8.2 Initial Value. Each Performance Share shall have an initial
-------------
value equal to the Fair Market Value of a Share on the Grant Date. Each
Performance Unit shall have an initial value that is established by the
Committee on or before the Grant Date.
8.3 Performance Objectives and Other Terms. The Committee shall set
--------------------------------------
performance objectives in its discretion which, depending on the extent to which
they are met, will determine the number or value of Performance Shares or Units
that will be paid out to the Participants. The Committee may set performance
objectives based upon the achievement of Corporation-wide, divisional, or
individual goals, or any other basis determined by the Committee in its
discretion. The time period during which the performance objectives must be met
shall be called the "Performance Period". Each Award of Performance
------------------
Shares/Units shall be evidenced by an Award Agreement that shall specify the
Performance Period, and such other terms and conditions as the Committee, in its
sole discretion, shall determine.
8.4 Earning of Performance Shares and Performance Units. After the
---------------------------------------------------
applicable Performance Period has ended, the
11
<PAGE>
Participant shall be entitled to receive a payout of the number of Performance
Shares or Units earned during the Performance Period, depending upon the extent
to which the applicable performance objectives have been achieved. After the
grant of a Performance Share or Unit, the Committee, in its sole discretion, may
reduce or waive any performance objectives for such Award.
8.5 Form and Timing of Payment. Payment of earned Performance Shares
--------------------------
or Performance Units shall be made as soon as practicable after the expiration
of the applicable Performance Period. The Committee, in its sole discretion,
may pay earned Performance Shares/Units in cash, in Shares (which have an
aggregate Fair Market Value equal to the value of the earned Performance
Shares/Units at the close of the applicable Performance Period) or in a
combination thereof.
8.6 Cancellation. On the date set forth in the Award Agreement, all
------------
unearned or unvested Performance Shares or Performance Units shall be forfeited
to the Corporation, and again shall be available for grant under the Plan.
SECTION 9
MISCELLANEOUS
9.1 No Effect on Employment. Nothing in the Plan shall interfere
-----------------------
with or limit in any way the right of the Corporation or any Affiliate to
terminate any Participant's employment at any time, with or without cause. For
purposes of the Plan, transfer of employment of a Participant between the
Corporation and any one of its Affiliates (or between Affiliates) shall not be
deemed a Termination of Employment. Employment with the Corporation and its
Affiliates is on an at-will basis only.
9.2 Participation. No Eligible Employee shall have the right to be
-------------
selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.
9.3 Indemnification. Each person who is or shall have been a member
---------------
of the Committee, or of the Board, shall be indemnified and held harmless by the
Corporation against and from (a) any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or any Award Agreement, and (b) from any and all
amounts paid by him or her in settlement thereof, with the Corporation's
approval, or paid by him or her in satisfaction of any judgment in any such
claim, action, suit, or proceeding against him or her, provided he or she shall
give the Corporation an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own
behalf. The
12
<PAGE>
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Corporation's
Certificate of Incorporation or Bylaws, by contract, as a matter of law, or
otherwise, or under any power that the Corporation may have to indemnify them or
hold them harmless.
9.4 Successors. All obligations of the Corporation under the Plan,
----------
with respect to Awards granted hereunder, shall be binding on any successor to
the Corporation, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business or assets of the Corporation.
9.5 Beneficiary Designations. If permitted by the Committee, a
------------------------
Participant under the Plan may name a beneficiary or beneficiaries to whom any
vested but unpaid Award shall be paid in the event of the Participant's death.
Each such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation, any vested benefits remaining
unpaid at the Participant's death shall be paid to the Participant's estate and,
subject to the terms of the Plan and of the applicable Award Agreement, any
unexercised vested Award may be exercised by the person empowered to do so under
the Participant's will, or the appropriate person under applicable law. The
Committee may require appropriate proof from any such other person of his or her
right or power to exercise the Award or any portion thereof. This Section 9.5
shall not be effective until specifically authorized by the Committee.
9.6 Domestic Relations Orders. If permitted by the Committee, and
-------------------------
under such procedures as the Committee may adopt from time to time, an Award may
be transferred to a Participant's spouse, former spouse or dependent pursuant to
a court-approved domestic relations order which relates to the provision of
child support, alimony payments or marital property rights. This Section 9.6
shall not be effective until specifically authorized by the Committee.
9.7 Bona Fide Gifts. If permitted by the Committee, and under such
---------------
procedures as the Committee may adopt from time to time, an Award may be
transferred, by bona fide gift and not for any consideration, to a member of the
Participant's immediate family or tax-qualified, not for profit organization.
This Section 9.7 shall not be effective until specifically authorized by the
Committee.
9.8 Nontransferability of Awards. No Award may be sold, transferred,
----------------------------
pledged, assigned, or otherwise alienated or hypothecated, other than (a) by
will, (b) by the laws of descent and distribution, or (c) to the limited extent
provided in Sections 9.5, 9.6 and 9.7. Except as provided in Sections 9.6 and
9.7, all rights with respect to an Award granted to a
13
<PAGE>
Participant shall be available during his or her lifetime only to the
Participant.
9.9 No Rights as Stockholder. Except to the limited extent provided
------------------------
in Sections 7.6 and 7.7, no Participant (nor any beneficiary) shall have any of
the rights or privileges of a stockholder of the Corporation with respect to any
Shares issuable pursuant to an Award (or exercise thereof), unless and until
certificates representing such Shares shall have been issued, recorded on the
records of the Corporation or its transfer agents or registrars, and delivered
to the Participant (or beneficiary).
9.10 Withholding Requirements. Prior to the delivery of any Shares
------------------------
or cash pursuant to an Award (or exercise thereof), the Corporation shall have
the power and the right to deduct or withhold, or require a Participant to remit
to the Corporation, an amount sufficient to satisfy Federal, state, and local
taxes (including the Participant's FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).
9.11 Withholding Arrangements. The Committee, in its sole discretion
------------------------
and pursuant to such procedures as it may specify from time to time, may permit
or require a Participant to satisfy all or part of the tax withholding
obligations in connection with an Award by (a) having the Corporation withhold
otherwise deliverable Shares, or (b) delivering to the Corporation already-owned
Shares having a Fair Market Value equal to the amount required to be withheld.
The amount of the withholding requirement shall be deemed to include any amount
which the Committee determines, not to exceed the amount determined by using the
maximum federal, state or local marginal income tax rates applicable to the
Participant with respect to the Award on the date that the amount of tax to be
withheld is to be determined. The Fair Market Value of the Shares to be
withheld or delivered shall be determined as of the date that the taxes are
required to be withheld.
9.12 Deferrals. The Committee, in its sole discretion, may permit a
---------
Participant to defer receipt of the payment of cash or the delivery of Shares
that would otherwise be delivered to a Participant under the Plan. Any such
deferral elections shall be subject to such rules and procedures as shall be
determined by the Committee in its sole discretion.
SECTION 10
AMENDMENT, TERMINATION, AND DURATION
10.1 Amendment, Suspension, or Termination. The Board, in its sole
-------------------------------------
discretion, may amend or terminate the Plan, or any part thereof, at any time
and for any reason. The amendment, suspension, or termination of the Plan shall
not, without the consent of the Participant, alter or impair any rights or
14
<PAGE>
obligations under any Award theretofore granted to such Participant. No Award
may be granted during any period of suspension or after termination of the Plan.
10.2 Duration of the Plan. The Plan shall commence on the date
--------------------
specified herein, and subject to Section 10.1 (regarding the Board's right to
amend or terminate the Plan), shall remain in effect thereafter.
SECTION 11
LEGAL CONSTRUCTION
11.1 Gender and Number. Except where otherwise indicated by the
-----------------
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.
11.2 Severability. In the event any provision of the Plan shall be
------------
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
11.3 Requirements of Law. The granting of Awards and the issuance of
-------------------
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
11.4 Governing Law. The Plan and all Award Agreements shall be
-------------
construed in accordance with and governed by the laws of the State of
California.
11.5 Captions. Captions are provided herein for convenience only, and
--------
shall not serve as a basis for interpretation or construction of the Plan.
15
<PAGE>
Exhibit 4.4
[FORM OF STANDARD (100% OF FAIR MARKET VALUE) OPTION AGREEMENT]
TRANSAMERICA CORPORATION
1996 STOCK OPTION AND AWARD PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Transamerica Corporation (the "Company") hereby grants you, [NAME OF
EMPLOYEE] (the "Employee"), a nonqualified stock option under the Company's 1996
Stock Option and Award Plan (the "Plan"), to purchase shares of common stock of
the Company ("Shares"). The date of this Agreement is [DATE] (the "Grant Date").
In general, the latest date this option will expire is [DATE 10 YEARS AFTER
GRANT DATE] (the "Expiration Date"). However, as provided in Appendix A
(attached hereto), this option may expire earlier than the Expiration Date.
Subject to the provisions of Appendix A and of the Plan, the principal features
of this option are as follows:
MAXIMUM NUMBER OF SHARES
PURCHASABLE WITH THIS OPTION: [NUMBER A] PURCHASE PRICE PER SHARE: $[NUMBER B]
- ---------------------------- ------------------------
<TABLE>
<CAPTION>
SCHEDULED VESTING DATES: NUMBER OF SHARES:
----------------------- ----------------
<S> <C>
[DATE 1 YEAR FROM GRANT DATE] [25% OF NUMBER A]
[DATE 2 YEARS FROM GRANT DATE] [25% OF NUMBER A]
[DATE 3 YEARS FROM GRANT DATE] [25% OF NUMBER A]
[DATE 4 YEARS FROM GRANT DATE] [25% OF NUMBER A]
</TABLE>
<TABLE>
<CAPTION>
EVENT TRIGGERING MAXIMUM TIME TO EXERCISE
TERMINATION OF OPTION: AFTER TRIGGERING EVENT*:
--------------------- ------------------------
<S> <C>
Termination of Employment within 1 year of Grant Date None
Termination of Employment due to Disability 3 years
Termination of Employment due to Retirement 3 years
Termination of Employment due to death 1 year
Termination of Employment within 1 year after a Change of Control
for a reason other than Disability, Retirement or death 1 year
All other Terminations of Employment 3 months
</TABLE>
* However, in no event may this option be exercised after the Expiration
Date (except in certain cases of the death of the Employee).
Your signature below indicates your agreement and understanding that this
option is subject to all of the terms and conditions contained in Appendix A and
the Plan. For example, important additional information on vesting and
termination of this option is contained in Paragraphs 4 through 8 of Appendix A.
ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE
SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.
TRANSAMERICA CORPORATION EMPLOYEE
By----------------------------- ------------------------------
Title: [NAME]
1
<PAGE>
APPENDIX A
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION
1. Grant of Option. The Company hereby grants to the Employee under
---------------
the Plan, as a separate incentive in connection with his or her employment and
not in lieu of any salary or other compensation for his or her services, a
nonqualified stock option to purchase, on the terms and conditions set forth in
this Agreement and the Plan, all or any part of an aggregate of [NUMBER A]
Shares.
2. Exercise Price. The purchase price per Share for this option
--------------
(the "Exercise Price") shall be $[NUMBER B], which is the Fair Market Value of a
Share on the Grant Date.
3. Number of Shares. The number and class of Shares specified in
----------------
Paragraph 1 above, and/or the Exercise Price, are subject to appropriate
adjustment in the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, Share
combination, distribution or other change in the corporate structure of the
Company affecting the Shares; provided, however, that the number of Shares
subject to this option shall always be a whole number. Subject to any required
action of the stockholders of the Company, if the Company is the surviving
corporation in any merger or consolidation, this option (to the extent that it
is still outstanding) shall pertain to and apply to the securities to which a
holder of the same number of Shares that are then subject to the option would
have been entitled.
4. Consideration. Subject to the provisions of Paragraph 13 below,
-------------
the Employee agrees to remain in the employ of the Company and/or an Affiliate
for at least one (1) year after the Grant Date. This option may not be exercised
as to any Shares subject thereto unless and until the expiration of such one (1)
year period. In the event of the Employee's Termination of Employment for any
reason during such one (1) year period, this option shall terminate and all
rights hereunder shall cease.
5. Vesting Schedule. Except as otherwise provided in this
----------------
Agreement, the right to exercise this option will vest as to twenty-five percent
(25)% of the Shares specified in Paragraph 1 above on the first anniversary date
of the Grant Date, and as to an additional twenty-five percent (25%) on each
succeeding anniversary date, until the right to exercise this option shall have
vested with respect to one hundred percent (100%) of such Shares.
6. Effect of Change of Control. Notwithstanding any contrary
---------------------------
provision of this Agreement, immediately upon the occurrence of a Change of
Control, the right to exercise this option shall vest as to one hundred percent
(100%) of the Shares subject thereto.
7. Termination of Option. Except as provided in the last sentence
---------------------
of this Paragraph 7, after a Change of Control (for any reason other than
Retirement, Disability or death), in the event of the Employee's Termination of
Employment for any reason other than Retirement, Disability or death, the
Employee may, within three (3) months after the date of such Termination, or
prior to the Expiration Date, whichever shall first occur, exercise any vested
but unexercised portion of this option. In the event of the Employee's
Termination of Employment due to Disability, the Employee may, within three (3)
years after the date of such Termination, or prior to the Expiration Date,
whichever shall first occur, exercise any vested but unexercised portion of this
option. In the event of the Employee's Termination of Employment due to
Retirement, the Employee may, within three (3) years from the date of such
Termination, or prior to the Expiration Date, whichever shall first occur,
exercise any vested but unexercised portion of this option. In the event of the
Employee's Termination of Employment within one year after a Change of Control
for any reason other than Retirement, Disability or death, the Employee may,
within one (1) year after the date of such Termination, or prior to the
Expiration Date, whichever shall first occur, exercise any vested but
unexercised portion of this option.
8. Death of Employee. In the event that the Employee dies while in
-----------------
the employ of the Company and/or an Affiliate or during the three (3) month,
three (3) year or one (1) year periods referred to in
2
<PAGE>
Paragraph 7 above, the Employee's designated beneficiary, or if no beneficiary
survives the Employee, the administrator or executor of the Employee's estate,
may, within one (1) year after the date of death, exercise any vested but
unexercised portion of the option. Any such transferee must furnish the Company
(a) written notice of his or her status as a transferee, (b) evidence
satisfactory to the Company to establish the validity of the transfer of this
option and compliance with any laws or regulations pertaining to such transfer,
and (c) written acceptance of the terms and conditions of this option as set
forth in this Agreement.
9. Persons Eligible to Exercise Option. This option shall be
-----------------------------------
exercisable during the Employee's lifetime only by the Employee. The option
shall not be transferable by the Employee, except by (a) a valid beneficiary
designation made in a form and manner acceptable to the Committee, or (b) will
or the applicable laws of descent and distribution.
10. Exercise of Option. This option may be exercised by the person
------------------
then entitled to do so as to any Shares which may then be purchased (a) by
giving written notice of exercise to the Secretary of the Company (or his or her
designee), specifying the number of full Shares to be purchased and accompanied
by full payment of the Exercise Price (and the amount of any income tax the
Company determines is required to be withheld by reason of such exercise), and
(b) by giving satisfactory assurances in writing if requested by the Company,
signed by the person exercising the option, that the Shares to be purchased upon
such exercise are being purchased for investment and not with a view to the
distribution thereof. No partial exercise of this option may be for less than
ten (10) Share lots or multiples thereof.
11. Suspension of Exercisability. If at any time the Company shall
----------------------------
determine, in its discretion, that the listing, registration or qualification of
the Shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory authority, is necessary
or desirable as a condition of 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 Company. The Company
shall make reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent or approval of
any such governmental authority.
12. No Rights of Stockholder. Neither the Employee (nor any
------------------------
beneficiary) shall be or have any of the rights or privileges of a stockholder
of the Company in respect of any of the Shares issuable pursuant to the exercise
of this option, unless and until certificates representing such Shares shall
have been issued, recorded on the records of the Company or its transfer agents
or registrars, and delivered to the Employee (or beneficiary).
13. No Effect on Employment. The Employee's employment with the
-----------------------
Company and its Affiliates is on an at-will basis only. Accordingly, subject to
any written, express employment contract with the Employee, nothing in this
Agreement or the Plan shall confer upon the Employee any right to continue to be
employed by the Company or any Affiliate or shall interfere with or restrict in
any way the rights of the Company or the Affiliate, which are hereby expressly
reserved, to terminate the employment of the Employee at any time for any reason
whatsoever, with or without good cause. Such reservation of rights can be
modified only in an express written contract executed by a duly authorized
officer of the Company or the Affiliate employing the Employee. For purposes of
this Agreement, the transfer of employment of the Employee between the Company
and any one of its Affiliates (or between Affiliates) shall not be deemed a
Termination of Employment.
14. Address for Notices. Any notice to be given to the Company under
-------------------
the terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at 600 Montgomery Street, San Francisco, California 94111, or at such
other address as the Company may hereafter designate in writing.
15. Option is Not Transferable. Except as otherwise expressly
--------------------------
provided herein, this option and the rights and privileges conferred hereby may
not be transferred, pledged, assigned or otherwise hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to sale
under
3
<PAGE>
execution, attachment or similar process. Upon any attempt to transfer, pledge,
assign, hypothecate or otherwise dispose of this option, or of any right or
privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this option and the rights and privileges
conferred hereby immediately shall become null and void.
16. Other Benefits. Except as provided below, nothing contained in
--------------
this Agreement shall affect the Employee's right to participate in and receive
benefits under and in accordance with the then current provisions of any
pension, insurance or other employee welfare plan or program of the Company or
any Affiliate. Notwithstanding any contrary provision of this Agreement, in the
event that the Employee receives a hardship withdrawal from his or her pre-tax
account under the Company's Employees Stock Savings Plan (the "SSP"), this
option may not be exercised during the twelve (12) month period following the
receipt of such withdrawal, unless the Committee determines that such exercise
(or a particular manner of exercise) would not adversely affect the continued
tax qualification of the SSP.
17. Maximum Term of Option. Notwithstanding any other provision of
----------------------
this Agreement except Paragraph 8 above relating to the death of the Employee
(in which case this option is exercisable to the extent set forth therein), this
option is not exercisable after the Expiration Date.
18. Binding Agreement. Subject to the limitation on the
-----------------
transferability of this option contained herein, this Agreement shall be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.
19. Conditions to Exercise. The Exercise Price for this option must
----------------------
be paid in the legal tender of the United States or, in the Committee's sole
discretion, in Shares of equivalent value. Exercise of this option will not be
permitted until satisfactory arrangements have been made for the payment of the
appropriate amount of withholding taxes (as determined by the Company).
20. Plan Governs. This Agreement is subject to all of the terms and
------------
provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. Capitalized terms and phrases used and not
defined in this Agreement shall have the meaning set forth in the Plan.
21. Committee Authority. The Committee shall have all discretion,
-------------------
power, and authority to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan as are
consistent therewith. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Employee, the Company and all other interested persons, and shall be
given the maximum deference permitted by law. No member of the Committee shall
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or this Agreement.
22. Captions. The captions provided herein are for convenience only
--------
and are not to serve as a basis for the interpretation or construction of this
Agreement.
23. Agreement Severable. In the event that any provision in this
-------------------
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.
24. Modifications to the Agreement. This Agreement constitutes the
------------------------------
entire understanding of the parties on the subjects covered. The Employee
expressly warrants that he or she is not executing this Agreement in reliance on
any promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.
4
<PAGE>
Exhibit 4.5
[FORM OF PERFORMANCE VESTING OPTION AGREEMENT]
TRANSAMERICA CORPORATION
1996 STOCK OPTION AND AWARD PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Transamerica Corporation (the "Company") hereby grants you, [NAME OF
EMPLOYEE] (the "Employee"), a nonqualified stock option under the Company's 1996
Stock Option and Award Plan (the "Plan"), to purchase shares of common stock of
the Company ("Shares"). The date of this Agreement is [DATE] (the "Grant Date").
In general, the latest date this option will expire is [DATE 10 YEARS AFTER
GRANT DATE] (the "Expiration Date"). However, as provided in Appendix A
(attached hereto), this option may expire earlier than the Expiration Date.
Subject to the provisions of Appendix A and of the Plan, the principal features
of this option are as follows:
MAXIMUM NUMBER OF SHARES
PURCHASABLE WITH THIS OPTION: [NUMBER] PURCHASE PRICE PER SHARE: $[NUMBER]
- ---------------------------- ------------------------
SCHEDULED VESTING DATE: The tenth trading day (occurring within a period
---------------------- of 30 consecutive trading days before [DATE 5
YEARS AFTER GRANT DATE]) on which the Fair Market
Value of a Share is at least $[NUMBER].
<TABLE>
<CAPTION>
EVENT TRIGGERING MAXIMUM TIME TO EXERCISE
TERMINATION OF OPTION: AFTER TRIGGERING EVENT*:
--------------------- -----------------------
<S> <C>
Termination of Employment (except as shown below) 3 months
Termination of Employment due to Disability 3 years
Termination of Employment due to Retirement 5 years
Termination of Employment due to death 3 years
Failure of Option to vest None
Exercise of the related TLSAR None
</TABLE>
* However, in no event may this option be exercised after the Expiration
Date (except in certain cases of the death of the Employee).
Your signature below indicates your agreement and understanding that this
option is subject to all of the terms and conditions contained in Appendix A and
the Plan. For example, important additional information on vesting and
termination of this option is contained in Paragraphs 4 through 6 of Appendix A.
ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE
SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.
TRANSAMERICA CORPORATION EMPLOYEE
By _______________________ __________________________
Title: [NAME]
1
<PAGE>
APPENDIX A
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION
1. Grant of Option. The Company hereby grants to the Employee under
---------------
the Plan, for past services and as a separate incentive in connection with his
or her employment and not in lieu of any salary or other compensation for his or
her services, a nonqualified stock option to purchase, on the terms and
conditions set forth in this Agreement and the Plan, all or any part of an
aggregate of [NUMBER] Shares.
2. Exercise Price. The purchase price per Share for this option
--------------
(the "Exercise Price") shall be $[NUMBER].
3. Number of Shares. The number and class of Shares specified in
----------------
Paragraph 1 above, and/or the Exercise Price, are subject to appropriate
adjustment in the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, Share
combination, distribution or other change in the corporate structure of the
Company affecting the Shares; provided, however, that the number of Shares
subject to this option shall always be a whole number. Subject to any required
action of the stockholders of the Company, if the Company is the surviving
corporation in any merger or consolidation, this option (to the extent that it
is still outstanding) shall pertain to and apply to the securities to which a
holder of the same number of Shares that are then subject to the option would
have been entitled.
4. Vesting Schedule. The right to exercise this option will vest as
----------------
to one hundred percent (100%) of the Shares specified in Paragraph 1 above on
the tenth trading day (occurring within a period of thirty (30) consecutive
trading days) on which the Fair Market Value of a Share is at least $[NUMBER],
provided that vesting will occur only if both (a) such tenth trading day occurs
on or before [DATE 5 YEARS AFTER GRANT DATE], and (b) the Employee is in the
employ of the Company and/or an Affiliate on each of such ten (10) trading days.
Notwithstanding the preceding sentence, in the event of the Employee's
Termination of Employment due to Retirement, Disability or death, (i) if the
right to exercise any particular Shares would have vested within six (6) months
after such Termination of Employment (had the Employee not incurred a
Termination of Employment), then the right to exercise such Shares will vest on
the date that such right otherwise would have vested, and (ii) if the right to
exercise any particular Shares would have vested more than six (6) months after
such Termination of Employment (had the Employee not incurred a Termination of
Employment), then the right to exercise a portion of such Shares will vest on
the date that such right otherwise would have vested, as determined in the
discretion of the Committee based on the time elapsed from the Grant Date to the
Termination of Employment and the vesting date.
5. Termination of Option. In the event of the Employee's
---------------------
Termination of Employment for any reason other than Retirement, Disability or
death, the Employee may, within three (3) months after the date of such
Termination, or prior to the Expiration Date, whichever shall first occur,
exercise any vested but unexercised portion of this option. In the event of the
Employee's Termination of Employment due to Disability, the Employee may, within
three (3) years after the date of such Termination, or prior to the Expiration
Date, whichever shall first occur, exercise any vested but unexercised portion
of this option. In the event of the Employee's Termination of Employment due to
Retirement, the Employee may, within five (5) years from the date of such
Termination, or prior to the Expiration Date, whichever shall first occur,
exercise any vested but unexercised portion of this option. In addition, this
option shall terminate (a) on the first date on which the option no longer may
become exercisable pursuant to Paragraph 5 above, or (b) upon exercise of the
tandem limited stock appreciation right (the "TLSAR") granted with this option
(but only to the extent provided in the following sentence). For each Share with
respect to which the TLSAR is exercised, the right to exercise [NUMBER] of the
Shares subject to this option shall immediately terminate, provided that the
number of Shares which so terminate shall be rounded to the nearest whole number
(or to such number as is appropriate to ensure that the total number of shares
covered by this option does not exceed the number specified in Paragraph 1
above).
2
<PAGE>
6. Death of Employee. In the event that the Employee dies while in
-----------------
the employ of the Company and/or an Affiliate or during the three (3) month,
three (3) year or five (5) year periods referred to in Paragraph 5 above, the
Employee's designated beneficiary, or if no beneficiary survives the Employee,
the administrator or executor of the Employee's estate, may, within three (3)
years after the date of death, exercise any vested but unexercised portion of
the option. Any such transferee must furnish the Company (a) written notice of
his or her status as a transferee, (b) evidence satisfactory to the Company to
establish the validity of the transfer of this option and compliance with any
laws or regulations pertaining to such transfer, and (c) written acceptance of
the terms and conditions of this option as set forth in this Agreement.
7. Persons Eligible to Exercise Option. This option shall be
-----------------------------------
exercisable during the Employee's lifetime only by the Employee. The option
shall not be transferable by the Employee, except by (a) a valid beneficiary
designation made in a form and manner acceptable to the Committee, or (b) will
or the applicable laws of descent and distribution. Any such transfer shall be
effective only if the TLSAR that is tandem to this option also is transferred to
the same transferee.
8. Exercise of Option. This option may be exercised by the person
------------------
then entitled to do so as to any Shares which may then be purchased (a) by
giving written notice of exercise to the Secretary of the Company (or his or her
designee), specifying the number of full Shares to be purchased and accompanied
by full payment of the Exercise Price (and the amount of any income tax the
Company is required by law to withhold by reason of such exercise), and (b) by
giving satisfactory assurances in writing if requested by the Company, signed by
the person exercising the option, that the Shares to be purchased upon such
exercise are being purchased for investment and not with a view to the
distribution thereof. No partial exercise of this option may be for less than
ten (10) Share lots or multiples thereof.
9. Suspension of Exercisability. If at any time the Company shall
----------------------------
determine, in its discretion, that the listing, registration or qualification of
the Shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory authority, is necessary
or desirable as a condition of 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 Company. The Company shall
make reasonable efforts to meet the requirements of any such state or federal
law or securities exchange and to obtain any such consent or approval of any
such governmental authority.
10. No Rights of Stockholder. Neither the Employee (nor any
------------------------
beneficiary) shall be or have any of the rights or privileges of a stockholder
of the Company in respect of any of the Shares issuable pursuant to the exercise
of this option, unless and until certificates representing such Shares shall
have been issued, recorded on the records of the Company or its transfer agents
or registrars, and delivered to the Employee (or beneficiary).
11. No Effect on Employment. The Employee's employment with the
-----------------------
Company and its Affiliates is on an at-will basis only. Accordingly, subject to
any written, express employment contract with the Employee, nothing in this
Agreement or the Plan shall confer upon the Employee any right to continue to be
employed by the Company or any Affiliate or shall interfere with or restrict in
any way the rights of the Company or the Affiliate, which are hereby expressly
reserved, to terminate the employment of the Employee at any time for any reason
whatsoever, with or without good cause. Such reservation of rights can be
modified only in an express written contract executed by a duly authorized
officer of the Company or the Affiliate. For purposes of this Agreement, the
transfer of employment of the Employee between the Company and any one of its
Affiliates (or between Affiliates) shall not be deemed a Termination of
Employment.
12. Address for Notices. Any notice to be given to the Company under
-------------------
the terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at 600 Montgomery Street, San Francisco, California 94111, or at such
other address as the Company may hereafter designate in writing.
3
<PAGE>
13. Option is Not Transferable. Except as otherwise expressly
--------------------------
provided herein, this option and the rights and privileges conferred hereby may
not be transferred, pledged, assigned or otherwise hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to sale
under execution, attachment or similar process. Upon any attempt to transfer,
pledge, assign, hypothecate or otherwise dispose of this option, or of any right
or privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this option and the rights and privileges
conferred hereby immediately shall become null and void.
14. Other Benefits. Except as provided below, nothing contained in
--------------
this Agreement shall affect the Employee's right to participate in and receive
benefits under and in accordance with the then current provisions of any
pension, insurance or other employee welfare plan or program of the Company or
any Affiliate. Notwithstanding any other provision of this Agreement, in the
event that the Employee receives a hardship withdrawal from his or her pre-tax
account under the Company's Employees Stock Savings Plan (the "SSP"), this
option may not be exercised during the twelve (12) month period following the
receipt of such withdrawal, unless the Committee determines that (a) such
exercise (or a particular manner of exercise) would be consistent with the
requirements of Treasury Regulation section 1.401(k)-1(d)(2)(iii)(B), as amended
from time to time (the "safe harbor" rule for determining an employee's
financial need for a hardship withdrawal), or (b) under the circumstances then
prevailing, satisfaction of the requirements of said "safe harbor" rule no
longer is necessary to assure the continued tax qualification of the SSP.
15. Maximum Term of Option. Notwithstanding any other provision of
----------------------
this Agreement except Paragraph 6 above relating to the death of the Employee
(in which case this option is exercisable to the extent set forth therein), this
option is not exercisable after the Expiration Date.
16. Binding Agreement. Subject to the limitation on the
-----------------
transferability of this option contained herein, this Agreement shall be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.
17. Conditions to Exercise. The Exercise Price for this option must
----------------------
be paid in the legal tender of the United States or, in the Committee's sole
discretion, in Shares. Exercise of this option will not be permitted until
satisfactory arrangements have been made for the payment of the appropriate
amount of withholding taxes (as determined by the Company).
18. Plan Governs. This Agreement is subject to all of the terms and
------------
provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. Capitalized terms and phrases used and not
defined in this Agreement shall have the meaning set forth in the Plan.
19. Committee Authority. The Committee shall have all discretion,
-------------------
power, and authority to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan as are
consistent therewith. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Employee, the Company and all other interested persons, and shall be
given the maximum deference permitted by law. No member of the Committee shall
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or this Agreement.
20. Captions. The captions provided herein are for convenience only
--------
and are not to serve as a basis for the interpretation or construction of this
Agreement.
21. Agreement Severable. In the event that any provision in this
-------------------
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.
4
<PAGE>
Exhibit 4.6
[FORM OF STANDARD (100% OF FAIR MARKET VALUE) OPTION AGREEMENT]
TRANSAMERICA CORPORATION
1996 STOCK OPTION AND AWARD PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Transamerica Corporation (the "Company") hereby grants you, [NAME OF
EMPLOYEE] (the "Employee"), a nonqualified stock option under the Company's 1996
Stock Option and Award Plan (the "Plan"), to purchase shares of common stock of
the Company ("Shares"). The date of this Agreement is [DATE] (the "Grant
Date"). In general, the latest date this option will expire is [DATE 10 YEARS
AFTER GRANT DATE] (the "Expiration Date"). However, as provided in Appendix A
(attached hereto), this option may expire earlier than the Expiration Date.
Subject to the provisions of Appendix A and of the Plan, the principal features
of this option are as follows:
MAXIMUM NUMBER OF SHARES
PURCHASABLE WITH THIS OPTION: [NUMBER A] PURCHASE PRICE PER SHARE: $[NUMBER B]
- ---------------------------- ------------------------
<TABLE>
<CAPTION>
SCHEDULED VESTING DATES: NUMBER OF SHARES:
----------------------- ----------------
<S> <C>
[DATE 1 YEAR FROM GRANT DATE] [25% OF NUMBER A]
[DATE 2 YEARS FROM GRANT DATE] [25% OF NUMBER A]
[DATE 3 YEARS FROM GRANT DATE] [25% OF NUMBER A]
[DATE 4 YEARS FROM GRANT DATE] [25% OF NUMBER A]
</TABLE>
<TABLE>
<CAPTION>
EVENT TRIGGERING MAXIMUM TIME TO EXERCISE
TERMINATION OF OPTION: AFTER TRIGGERING EVENT*:
--------------------- -----------------------
<S> <C>
Termination of Employment within 1 Year of Grant Date None
Termination of Employment due to Disability 3 years
Termination of Employment due to Retirement 3 years
Termination of Employment due to death 1 year
All other Terminations of Employment 3 months
</TABLE>
* However, in no event may this option be exercised after the Expiration Date
(except in certain cases of the death of the Employee).
Your signature below indicates your agreement and understanding that this
option is subject to all of the terms and conditions contained in Appendix A and
the Plan. For example, important additional information on vesting and
termination of this option is contained in Paragraphs 4 through 8 of Appendix A.
ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE
SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.
TRANSAMERICA CORPORATION EMPLOYEE
By --------------------------- ----------------------------
Title: [NAME]
1
<PAGE>
APPENDIX A
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION
1. Grant of Option. The Company hereby grants to the Employee under
---------------
the Plan, as a separate incentive in connection with his or her employment and
not in lieu of any salary or other compensation for his or her services, a
nonqualified stock option to purchase, on the terms and conditions set forth in
this Agreement and the Plan, all or any part of an aggregate of [NUMBER A]
Shares.
2. Exercise Price. The purchase price per Share for this option
--------------
(the "Exercise Price") shall be $[NUMBER B], which is the Fair Market Value of a
Share on the Grant Date.
3. Number of Shares. The number and class of Shares specified in
----------------
Paragraph 1 above, and/or the Exercise Price, are subject to appropriate
adjustment in the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, Share
combination, distribution or other change in the corporate structure of the
Company affecting the Shares; provided, however, that the number of Shares
subject to this option shall always be a whole number. Subject to any required
action of the stockholders of the Company, if the Company is the surviving
corporation in any merger or consolidation, this option (to the extent that it
is still outstanding) shall pertain to and apply to the securities to which a
holder of the same number of Shares that are then subject to the option would
have been entitled.
4. Consideration. Subject to the provisions of Paragraph 13 below,
-------------
the Employee agrees to remain in the employ of the Company and/or an Affiliate
for at least one (1) year after the Grant Date. This option may not be
exercised as to any Shares subject thereto unless and until the expiration of
such one (1) year period. In the event of the Employee's Termination of
Employment for any reason during such one (1) year period, this option shall
terminate and all rights hereunder shall cease.
5. Vesting Schedule. Except as otherwise provided in this
----------------
Agreement, the right to exercise this option will vest as to twenty-five percent
(25)% of the Shares specified in Paragraph 1 above on the first anniversary
date of the Grant Date, and as to an additional twenty-five percent (25%) on
each succeeding anniversary date, until the right to exercise this option shall
have vested with respect to one hundred percent (100%) of such Shares.
6. Effect of Change of Control. Notwithstanding any contrary
---------------------------
provision of this Agreement, immediately upon the occurrence of a Change of
Control, the right to exercise this option shall vest as to one hundred percent
(100%) of the Shares subject thereto.
7. Termination of Option. In the event of the Employee's
---------------------
Termination of Employment for any reason other than Retirement, Disability or
death, the Employee may, within three (3) months after the date of such
Termination, or prior to the Expiration Date, whichever shall first occur,
exercise any vested but unexercised portion of this option. In the event of the
Employee's Termination of Employment due to Disability, the Employee may, within
three (3) years after the date of such Termination, or prior to the Expiration
Date, whichever shall first occur, exercise any vested but unexercised portion
of this option. In the event of the Employee's Termination of Employment due to
Retirement, the Employee may, within three (3) years from the date of such
Termination, or prior to the Expiration Date, whichever shall first occur,
exercise any vested but unexercised portion of this option.
8. Death of Employee. In the event that the Employee dies while in
-----------------
the employ of the Company and/or an Affiliate or during the three (3) month or
three (3) year periods referred to in Paragraph 7 above, the Employee's
designated beneficiary, or if no beneficiary survives the Employee, the
administrator or executor of the Employee's estate, may, within one (1) year
after the date of death exercise any vested but unexercised portion of the
option. Any such transferee must furnish the Company (a) written notice of his
or her status as a transferee, (b) evidence satisfactory to the Company to
establish the validity of the transfer of
2
<PAGE>
this option and compliance with any laws or regulations pertaining to such
transfer, and (c) written acceptance of the terms and conditions of this option
as set forth in this Agreement.
9. Persons Eligible to Exercise Option. This option shall be
-----------------------------------
exercisable during the Employee's lifetime only by the Employee. The option
shall not be transferable by the Employee, except by (a) a valid beneficiary
designation made in a form and manner acceptable to the Committee, or (b) will
or the applicable laws of descent and distribution.
10. Exercise of Option. This option may be exercised by the person
------------------
then entitled to do so as to any Shares which may then be purchased (a) by
giving written notice of exercise to the Secretary of the Company (or his or her
designee), specifying the number of full Shares to be purchased and accompanied
by full payment of the Exercise Price (and the amount of any income tax the
Company is required by law to withhold by reason of such exercise), and (b) by
giving satisfactory assurances in writing if requested by the Company, signed by
the person exercising the option, that the Shares to be purchased upon such
exercise are being purchased for investment and not with a view to the
distribution thereof. No partial exercise of this option may be for less than
ten (10) Share lots or multiples thereof.
11. Suspension of Exercisability. If at any time the Company shall
----------------------------
determine, in its discretion, that the listing, registration or qualification of
the Shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory authority, is necessary
or desirable as a condition of 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 Company. The Company
shall make reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent or approval of
any such governmental authority.
12. No Rights of Stockholder. Neither the Employee (nor any
------------------------
beneficiary) shall be or have any of the rights or privileges of a stockholder
of the Company in respect of any of the Shares issuable pursuant to the exercise
of this option, unless and until certificates representing such Shares shall
have been issued, recorded on the records of the Company or its transfer agents
or registrars, and delivered to the Employee (or beneficiary).
13. No Effect on Employment. The Employee's employment with the
-----------------------
Company and its Affiliates is on an at-will basis only. Accordingly, subject to
any written, express employment contract with the Employee, nothing in this
Agreement or the Plan shall confer upon the Employee any right to continue to be
employed by the Company or any Affiliate or shall interfere with or restrict in
any way the rights of the Company or the Affiliate, which are hereby expressly
reserved, to terminate the employment of the Employee at any time for any reason
whatsoever, with or without good cause. Such reservation of rights can be
modified only in an express written contract executed by a duly authorized
officer of the Company or the Affiliate. For purposes of this Agreement, the
transfer of employment of the Employee between the Company and any one of its
Affiliates (or between Affiliates) shall not be deemed a Termination of
Employment.
14. Address for Notices. Any notice to be given to the Company under
-------------------
the terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at 600 Montgomery Street, San Francisco, California 94111, or at such
other address as the Company may hereafter designate in writing.
15. Option is Not Transferable. Except as otherwise expressly
--------------------------
provided herein, this option and the rights and privileges conferred hereby may
not be transferred, pledged, assigned or otherwise hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to sale
under execution, attachment or similar process. Upon any attempt to transfer,
pledge, assign, hypothecate or otherwise dispose of this option, or of any right
or privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this option and the rights and privileges
conferred hereby immediately shall become null and void.
3
<PAGE>
16. Other Benefits. Except as provided below, nothing contained in
--------------
this Agreement shall affect the Employee's right to participate in and receive
benefits under and in accordance with the then current provisions of any
pension, insurance or other employee welfare plan or program of the Company or
any Affiliate. Notwithstanding any contrary provision of this Agreement, in the
event that the Employee receives a hardship withdrawal from his or her pre-tax
account under the Company's Employees Stock Savings Plan (the "SSP"), this
option may not be exercised during the twelve (12) month period following the
receipt of such withdrawal, unless the Committee determines that (a) such
exercise (or a particular manner of exercise) would be consistent with the
requirements of Treasury Regulation section 1.401(k)-1(d)(2)(iii)(B), as amended
from time to time (the "safe harbor" rule for determining an employee's
financial need for a hardship withdrawal), or (b) under the circumstances then
prevailing, satisfaction of the requirements of said "safe harbor" rule no
longer is necessary to assure the continued tax qualification of the SSP.
17. Maximum Term of Option. Notwithstanding any other provision of
----------------------
this Agreement except Paragraph 8 above relating to the death of the Employee
(in which case this option is exercisable to the extent set forth therein), this
option is not exercisable after the Expiration Date.
18. Binding Agreement. Subject to the limitation on the
-----------------
transferability of this option contained herein, this Agreement shall be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.
19. Conditions to Exercise. The Exercise Price for this option must
----------------------
be paid in the legal tender of the United States or, in the Committee's sole
discretion, in Shares of equivalent value. Exercise of this option will not be
permitted until satisfactory arrangements have been made for the payment of the
appropriate amount of withholding taxes (as determined by the Company).
20. Plan Governs. This Agreement is subject to all of the terms and
------------
provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. Capitalized terms and phrases used and not
defined in this Agreement shall have the meaning set forth in the Plan.
21. Committee Authority. The Committee shall have all discretion,
-------------------
power, and authority to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan as are
consistent therewith. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Employee, the Company and all other interested persons, and shall be
given the maximum deference permitted by law. No member of the Committee shall
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or this Agreement.
22. Captions. The captions provided herein are for convenience only
--------
and are not to serve as a basis for the interpretation or construction of this
Agreement.
23. Agreement Severable. In the event that any provision in this
-------------------
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.
4
<PAGE>
Exhibit 5.1
March 24, 1997
Transamerica Corporation
600 Montgomery Street
San Francisco, CA 94111
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to the Transamerica Corporation 1996 Stock Option an
Award Plan (the "Plan"), of up to 4,000,000 shares of common stock, $1.00 par
value ("Common Stock"), of Transamerica Corporation, a Delaware corporation (the
"Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 4,000,000
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock, and, when issued in accordance with
the provisions of the Plan, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 to be filed on or about March 25, 1997)
pertaining to the 1996 Stock Option and Award Plan of Transamerica Corporation
and to the incorporation by reference therein of our report dated February 19,
1997 with respect to the consolidated financial statements incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1996
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
San Francisco, California
March 20, 1997
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned hereby constitutes and appoints BURTON E. BROOME, SHIRLEY
H. BUCCIERI and ROBERT D. MYERS, and each of them with power to act alone, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign (either manually or electronically
through the EDGAR System of the United States Securities and Exchange
Commission) a Registration Statement on Form S-8 related to 4,000,000 shares of
common stock of Transamerica Corporation issuable under the Transamerica
Corporation 1996 Stock Option and Award Plan, and any and all amendments of such
Registration Statement, including post-effective amendments, and to file the
same, together with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises hereof,
as fully as to all intents and purposes as he or she might do or could do in
person, hereby ratifying and confirming all that each such attorney-in-fact or
his or her substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned directors have executed this Power of
Attorney effective as of the 21st day of March, 1997.
/s/ Toni Rembe
- ------------------------------ -----------------------------
Samuel L. Ginn Toni Rembe
/s/ Frank C. Herringer /s/ Condoleezza Rice
- ------------------------------ ------------------------------
Frank C. Herringer Condoleezza Rice
/s/ Robert W. Matschullat /s/ Charles R. Schwab
- ------------------------------ ------------------------------
Robert W. Matschullat Charles R. Schwab
/s/ Gordon E. Moore /s/ Forrest N. Shumway
- ------------------------------ ------------------------------
Gordon E. Moore Forrest N. Shumway
/s/ Peter V. Ueberroth
------------------------------
Peter V. Ueberroth
