EX-10.21 DIRECTOR NON-INCENTIVE STOCK OPTION

EX-10.21 7 g93661exv10w21.txt EX-10.21 DIRECTOR NON-INCENTIVE STOCK OPTION Exhibit 10.21 AMERICA SERVICE GROUP INC. AMENDED AND RESTATED 1999 INCENTIVE STOCK PLAN NON-INCENTIVE STOCK OPTION OPTION CERTIFICATE America Service Group Inc. ("ASG"), a Delaware corporation, in accordance with the America Service Group Inc. Amended and Restated 1999 Incentive Stock Plan, hereby grants an Option to ____________________, a non-employee member of the Board of Directors of ASG who shall be referred to as "Optionee," to purchase from ASG ______ shares of Stock at an Option Price per share equal to $_____, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of _______, 20__, which shall be referred to as the "Grant Date." This Option is not intended to satisfy the requirements of Section 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan. AMERICA SERVICE GROUP INC. By:_____________________________________ Acknowledged: OPTIONEE ________________________________________ Date:___________________________________ TERMS AND CONDITIONS Section 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Optionee upon written request to the Committee. Section 2. Vesting and Option Expiration. (a) General Rule. Subject to Section 2(b) and Section 2(c), this Option shall vest as follows: (1) This option may not be exercised during the first year from the date hereof. Thereafter, it may only be exercised to a maximum cumulative extent of 25% of the total shares covered by this option in the second year from the date hereof, 50% of the total shares in the third year from the date hereof, and 75% of the total shares in the fourth year from the date hereof. After the end of the fourth year from the date hereof, this Option, to the extent not previously exercised, may be exercised in full. (b) Option Expiration Rules. (1) Non-Vested Shares. If Optionee's service on the Board of Directors of ASG terminates for any reason whatsoever, including death, disability (as determined under ASG's long-term disability plan) or retirement, while there are any non-vested shares of Stock subject to this Option under Section 2(a), this Option immediately upon such termination of service shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock. (2) Vested Shares. This option may not be exercised after the earliest to occur of any of the following: (A) more than three (3) months after the termination of Optionee's service on the Board of Directors of ASG for any reason other than death (and then only to the extent the Optionee could have exercised this option on the date of termination); or, (B) more than twelve (12) months after death, if death occurs while the Optionee is serving on the Board of Directors of ASG (and then only to the extent the Optionee could have exercised this option on the date of his death); or (C) more than 10 years from the date hereof. -2- (c) Special Rules. (1) Change in Control. If there is a Change in Control of ASG, this Option shall be subject to the provisions of Section 14 of the Plan with respect to such Change in Control. (2) Affiliates. For purposes of this Option Certificate, any reference to ASG shall include any Affiliate, Parent or Subsidiary of ASG. (3) Fractional Shares. Optionee's right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Optionee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires. Section 3. Method of Exercise of Option. Optionee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under Section 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by ASG for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to ASG, by tendering to ASG shares of Stock registered in Optionee's name which have been held for at least six months or through any cashless exercise/resale procedure which is implemented by a broker unrelated to ASG through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment. Section 4. Delivery and Other Laws. ASG shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge ASG of all of its duties and responsibilities with respect to this Option. Section 5. Nontransferable. Except as expressly authorized by the Committee, no rights granted under this Option shall be transferable by Optionee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Optionee's lifetime only by Optionee. The person or persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution shall be treated after Optionee's death the same as Optionee under this Option Certificate. -3- Section 6. Stockholder Status. Optionee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Optionee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan. Section 7. Governing Law. The Plan and this Option shall be governed by the laws of the State of Delaware. Section 8. Binding Effect. This Option shall be binding upon ASG and Optionee and their respective heirs, executors, administrators and successors. Section 9. Tax Withholding. This Option has been granted subject to the condition that Optionee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which ASG determines are applicable upon the exercise of this Option. Section 10. References. Any references to sections (Section) in this Option Certificate shall be to sections (Section) of this Option Certificate unless otherwise expressly stated as part of such reference. -4-