-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DfyeOM0WA7cld5snPiDOuXXGVlt1cGi0PgEl61T/h4F3TCkDD+dWgOuFAw0QmHeY 1/F/5styR0PKYSOnF6sXhg== 0000897069-96-000272.txt : 19960819 0000897069-96-000272.hdr.sgml : 19960819 ACCESSION NUMBER: 0000897069-96-000272 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960816 EFFECTIVENESS DATE: 19960904 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOBILE AMERICA CORP CENTRAL INDEX KEY: 0000067199 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 591218935 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10331 FILM NUMBER: 96617032 BUSINESS ADDRESS: STREET 1: P O BOX 10729 CITY: JACKSONVILLE STATE: FL ZIP: 32247-0729 BUSINESS PHONE: 9043636339 MAIL ADDRESS: STREET 1: P O BOX 10729 CITY: JACKSONVILLE STATE: FL ZIP: 32247-0729 S-8 1 MOBILE AMERICA CORPORATION FORM S-8 As filed with the Securities and Exchange Commission on August 16, 1996 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILE AMERICA CORPORATION (Exact Name of registrant as specified in its charter) Florida 59-1218935 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 10475-110 Fortune Parkway, Jacksonville, Florida 32256 (Address of principal executive offices) (zip code) MOBILE AMERICA CORPORATION INCENTIVE PLAN (Full title of the Plan) Allan J. McCorkle President and Chief Executive Officer Mobile America Corporation 10475-110 Fortune Parkway Jacksonville, Florida 32266 (Name and address of agent for service) (904) 363-6339 (Telephone number, including area code, of agent for service) Copy to: Jack H. Chambers Foley & Lardner 200 Laura Street Jacksonville, Florida 32202 (904) 359-2000 Calculation of Registration Fee Proposed Proposed Title of each maximum maximum class of offering aggregate Amount of securities to Amount to be price offering registra- be registered registered(1) per share(2) price(2) tion fee Common Stock 82,500 $9.62 $ 793,650.00 $273.67 $0.025 par 10,000 9.38 93,800.00 32.34 value 107,500 10.625 1,142,187.50 393.86 ------- ------------ -------- 200,000 $2,029,637.50 $699.88 (1) Plus an indeterminate number of shares which may be issued as a result of anti-dilution provisions contained in the Plan. (2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, the amounts shown are based (i) on 82,500 shares subject to outstanding options having an exercise price of $9.62 per share, 10,000 shares subject to outstanding options having an exercise price of $9.38 per share, (ii) and 107,500 shares reserved for future grants under the plan, the registration fee for which has been calculated on the basis of the average of the bid and asked prices of the registrant's Common Stock as reported on the Nasdaq Over-the-Counter Market on August 13, 1996. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the registrant with the Securities and Exchange Commission are hereby incorporated herein by reference: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995, including portions of the registrant's definitive proxy statement for its 1996 annual meeting of stockholders to the extent specifically incorporated therein; (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996; (c) The description of the registrant's Common Stock, par value $0.025 per share set forth under the caption "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A filed under the Securities Exchange Act of 1934; and All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock being offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold shall be deemed 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. Not Applicable. Item 5. Interests of Named Experts and Counsel. Jack H. Chambers, a director of the registrant, is of counsel to the law firm of Foley & Lardner, which firm performs legal services for the registrant from time to time. Item 6. Indemnification of Directors and Officers. The Florida Business Corporation Act (the "Florida Act") permits a Florida corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances. The registrant's Articles of Incorporation provides that the registrant shall indemnify officers and directors consistent with the Florida Act. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. 4A. Mobile America Corporation Incentive Plan 4B. Form of Option Agreement 5. Opinion of Foley & Lardner as to the legality of the securities to be issued 23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit 5) 23B. Consent of Cherry, Bekaert & Holland, L.L.P. 24. Power of Attorney (included on signature page of this registration statement) Item 8. Undertakings The undersigned hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), 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 the time shall be deemed to be the initial bona fide offering thereof. (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. (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the Articles of Incorporation or Bylaws of the registrant 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 Securities 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 the 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES 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 Jacksonville, State of Florida, on August 14, 1996. MOBILE AMERICA CORPORATION By/s/ Allan J. McCorkle Allan J. McCorkle, President and Chief Executive Officer SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on the Signature Page to this registration statement constitutes and appoints Allan J. McCorkle and Thomas J. McCorkle, and each or any of them, his or her true and lawful attorneys-in-fact and agents, 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 any and all amendments (including post-effective amendments to this registration statement and any and all registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. 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. Date: August 14, 1996 /s/ Allan J. McCorkle Allan J. McCorkle, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Date: August 14, 1996 /s/ Thomas L. Stinson Thomas L. Stinson, Vice President, Financial Reporting (Principal Financial Officer) Date: August 14, 1996 /s/ Jack H. Chambers Jack H. Chambers, Director Date: August 14, 1996 /s/ J. Michael Garrity J. Michael Garrity, Director Date: August 14, 1996 /s/ Thomas J. McCorkle Thomas J. McCorkle, Director Date: August 14, 1996 /s/ Thomas E. Perry Thomas E. Perry, Director Date: August 14, 1996 /s/ R. Lee Smith R. Lee Smith, Director Date: August 14, 1996 /s/ Robert Thomas, III Robert Thomas, III, Director EXHIBIT INDEX Item 8. Exhibits. 4A. Mobile America Corporation Incentive Plan 4B. Form of Option Agreement 5. Opinion of Foley & Lardner as to the legality of the securities to be issued 23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit 5) 23B. Consent of Cherry, Bekaert & Holland, L.L.P. 24. Power of Attorney (included on signature page of this registration statement) EX-4 2 EXHIBIT 4A INCENTIVE PLAN EXHIBIT 4A MOBILE AMERICA CORPORATION INCENTIVE PLAN MOBILE AMERICA CORPORATION INCENTIVE PLAN Table of Contents Page Article I Purpose . . . . . . . . . . . . . . . . . . . . . . . . . 1 Article II Definitions . . . . . . . . . . . . . . . . . . . . . . . 1 2.1 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . 1 2.2 Award . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.3 Award Agreement . . . . . . . . . . . . . . . . . . . . . 1 2.4 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.5 Committee . . . . . . . . . . . . . . . . . . . . . . . . 1 2.6 Director Grant Committee . . . . . . . . . . . . . . . . . 1 2.7 Exchange Act . . . . . . . . . . . . . . . . . . . . . . . 1 2.8 Fair Market Value . . . . . . . . . . . . . . . . . . . . 1 2.9 Incentive Stock Option . . . . . . . . . . . . . . . . . . 1 2.10 Key Employee . . . . . . . . . . . . . . . . . . . . . . . 2 2.11 Non-Employee Director . . . . . . . . . . . . . . . . . . 2 2.12 Non-Qualified Stock Option . . . . . . . . . . . . . . . . 2 2.13 Option . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.14 Participant . . . . . . . . . . . . . . . . . . . . . . . 2 2.15 Performance Award . . . . . . . . . . . . . . . . . . . . 2 2.16 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.17 Restricted Stock . . . . . . . . . . . . . . . . . . . . 2 2.18 Rule 16b-3 . . . . . . . . . . . . . . . . . . . . . . . . 2 2.19 Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.20 Stock Appreciation Rights . . . . . . . . . . . . . . . . 2 Article III Administration . . . . . . . . . . . . . . . . . . . . 2 3.1 Committee . . . . . . . . . . . . . . . . . . . . . . . . 2 3.2 Director Grant Committee . . . . . . . . . . . . . . . . . 3 Article IV Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4.1 Number of Shares Available . . . . . . . . . . . . . . . . 3 4.2 Shares Subject to Terminated Awards . . . . . . . . . . . 3 4.3 Adjustments . . . . . . . . . . . . . . . . . . . . . . . 4 Article V Stock Options and Stock Appreciation Rights . . . . . . . . 4 5.1 Grant of Option . . . . . . . . . . . . . . . . . . . . . 4 5.2 Stock Appreciation Rights . . . . . . . . . . . . . . . . 5 5.3 Compliance With Code Section 162(m) . . . . . . . . . . . 5 Article VI Other Share-Based Awards . . . . . . . . . . . . . . . . 5 6.1 Grant of Other Awards . . . . . . . . . . . . . . . . . . 5 Article VII Terms Applicable to All Awards Granted Under the Plan . 5 7.1 Award Agreement . . . . . . . . . . . . . . . . . . . . . 5 7.2 Awards May Be Granted Separately or Together; No Limitations on Other Awards . . . . . . . . . . . . . . . 5 7.3 Limitations on Transfer of Awards . . . . . . . . . . . . 6 7.4 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7.5 Rights and Status of Recipients . . . . . . . . . . . . . 6 7.6 Awards Not Includable for Benefit Purposes . . . . . . . . 6 7.7 Share Certificates; Representation by Participants; Registration Requirements . . . . . . . . . . . . . . . . 6 Article VIII Amendment and Termination . . . . . . . . . . . . . . 7 8.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . 7 8.2 Termination . . . . . . . . . . . . . . . . . . . . . . . 7 Article IX General Provisions . . . . . . . . . . . . . . . . . . . . 7 9.1 Effective Date of the Plan . . . . . . . . . . . . . . . . 7 9.2 Unfunded Status of Plan . . . . . . . . . . . . . . . . . 7 9.3 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 7 MOBILE AMERICA CORPORATION INCENTIVE PLAN Article I Purpose 1.1 The purpose of the Mobile America Corporation Incentive Plan ("Plan") is to assist Mobile America Corporation (the "Company"), together with any successor thereto, and its Affiliates in attracting and retaining highly competent individuals to serve as Key Employees and as Non-Employee Directors who will contribute to the Company's success, and in motivating such persons to achieve long-term objectives which will inure to the benefit of all shareholders of the Company. Article II Definitions 2.1 Affiliate means any entity with respect to which the Company owns or controls, directly or indirectly, shares (or other ownership interests) having 50 percent or more of the voting power. 2.2 Award means any award made under the Plan. 2.3 Award Agreement means a written agreement or other document specifically setting forth the terms and conditions of an Award. 2.4 Code means the Internal Revenue Code of 1986, as amended from time to time. 2.5 Committee means a committee of the Board of Directors of the Company designated by such Board to administer the Plan as to Key Employee Participants, which committee (i) shall be composed of not less than two Non-Employee Directors who shall also qualify as outside directors, as defined in Section 162(m) of the Code, so long as the Company shall be subject to such provision, and (ii) shall be operated so as to permit grants of Awards to Key Employees who are subject to Section 16 of the Exchange Act to qualify as exempt transactions under Rule 16b-3. 2.6 Director Grant Committee means a committee of the Board of Directors of the Company designated by such Board to administer the Plan as to Non-Employee Director Participants, which committee (i) shall be composed of not less than two members of the Board of Directors of the Company who also are employees of the Company or of any Affiliate and (ii) so long as the Company shall have a class of securities registered under Section 12 of the Exchange Act, shall be operated so as to permit grants of Awards to Non-Employee Directors to qualify as exempt transactions under Rule 16b-3. 2.7 Exchange Act means the Securities Exchange Act of 1934, as amended. 2.8 Fair Market Value means, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods as shall be established from time to time by the Committee. 2.9 Incentive Stock Option means an Option designated as an incentive stock option as defined in Code Section 422. 2.10 Key Employee means any officer or other key employee of the Company or of any Affiliate who is in a position to make a significant contribution to the management, growth, or profitability of the business of the Company or any Affiliate, as determined by the Committee. 2.11 Non-Employee Director means a member of the Board of Directors of the Company who is not an employee of the Company or any Affiliate. 2.12 Non-Qualified Stock Option means an Option that is not an Incentive Stock Option as defined in Code Section 422. 2.13 Option means any option to purchase Shares granted pursuant to the Plan. 2.14 Participant shall mean any Key Employee (referred to as a Key Employee Participant) or any Non-Employee Director (referred to as a Non- Employee Director Participant) receiving an Award. 2.15 Performance Award means the right to receive a payment (measured by (i) the Fair Market Value of a specified number of Shares at the end of the Award period or (ii) the increase in the Fair Market Value of a specified number of Shares during the Award period or (iii) a fixed cash amount payable at the end of the Award period) contingent upon the extent to which certain predetermined performance targets have been met during an Award period. 2.16 Plan means the Mobile America Corporation Incentive Plan as set forth herein, and as the same may be amended from time to time. 2.17 Restricted Stock means Shares subject to such terms and conditions relating to forfeitability (whether based on performance standards, periods of service or otherwise) and relating to restrictions (including, without limitation, transfer restrictions), which restrictions may lapse separately or in combination at such times, in such installments or otherwise, as the Committee may deem appropriate with respect to Key Employee Participants and as the Director Grant Committee may deem appropriate with respect to Non-Employee Director Participants. 2.18 Rule 16b-3 means Rule 16b-3 as promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as the same may be amended from time to time, and any successor rule. 2.19 Shares mean the shares of common stock of the Company, $0.025 par value, and such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4.3 of the Plan. 2.20 Stock Appreciation Rights mean Awards granted in accordance with Article V. Article III Administration 3.1 Committee. The Plan shall be administered as to Key Employee Participants by the Committee. Subject to the terms of the Plan and applicable law, the Committee shall have full power and sole authority to: (i) designate Key Employees to be Participants; (ii) determine the type, amount, duration, and other terms and conditions of Awards to be granted to each Key Employee Participant (including whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property and whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee); (iii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan with respect to any Key Employee Participant; (iv) waive any conditions or other restrictions with respect to, amend, alter, suspend, discontinue, or terminate any Award granted to a Key Employee Participant, prospectively or retroactively, but no such action shall impair the rights of any Key Employee Participant without his or her consent except as provided in Section 4.3, and correct any defect, supply any omission, or reconcile any inconsistency in any Award or Award Agreement granted to a Key Employee Participant in the manner and to the extent it shall deem desirable to carry the Plan into effect; (v) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan with respect to Key Employee Participants; and (vi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan with respect to Key Employee Participants. Unless otherwise expressly provided in the Plan, all determinations, interpretations, and other decisions under or with respect to the Plan or any Award to a Key Employee Participant shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all persons. The Committee may delegate its duties to the chief executive officer and to other senior officers of the Company pursuant to such conditions as the Committee may establish, except that only the Committee may select and grant Awards to Key Employee Participants who are subject to Section 16 of the Exchange Act. 3.2 Director Grant Committee. The Plan shall be administered as to Non-Employee Director Participants by the Director Grant Committee. Subject to the terms of the Plan and applicable law, the Director Grant Committee shall have full power and sole authority to: (i) designate Non- Employee Directors to be Participants; (ii) make decisions concerning the timing, pricing, and amount of all grants of Awards to Non-Employee Director Participants; and (iii) otherwise take any actions under the Plan with respect to Non-Employee Directors which the Committee is authorized to take under the Plan with respect to Key Employees. Article IV Shares 4.1 Number of Shares Available. Subject to Section 4.3, the maximum number of Shares which may be issued under the Plan and as to which Awards may be granted is 200,000 Shares. 4.2 Shares Subject to Terminated Awards. The (i) Shares covered by any unexercised portions of terminated Options, (ii) Shares forfeited as provided under the Plan, and (iii) Shares subject to any Awards which are otherwise surrendered by the Participant and as to which Shares no Participant has received any payment or other benefit of ownership with respect thereto, may again be subject to new Awards. In the event the purchase price of an Option is paid in whole or in part through the delivery of Shares, the gross number of Shares issuable in connection with the exercise of the Option shall not again be available for the grant of Awards under the Plan. Shares used to measure the amount payable to a Participant in respect of an earned Performance Award and Shares issued in payment of Performance Awards which are denominated in cash amounts shall not again be available for the grant of Awards under the Plan. 4.3 Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split- up, spin-off, combination, repurchase, or exchange of securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee may, in such manner as it may deem equitable, adjust as to Key Employee Participants any or all of (i) the number and type of Shares subject to the Plan and which thereafter may be made the subject of Awards, including Incentive Stock Options and Stock Appreciation Rights, (ii) the number and type of Shares subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provisions for a cash payment to the holder of an outstanding Award; provided, however, in each case, that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto. The foregoing authority shall be exercised as to Non-Employee Director Participants by the Director Grant Committee. In addition, in the event the Company or any Affiliate shall assume outstanding employee or director awards or the right or obligation to make future awards in connection with the acquisition of another business or another corporation or business entity, the Committee, or the Director Grant Committee in the case of Awards held by Non-Employee Directors, may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards granted to Participants as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted to Participants. Article V Stock Options and Stock Appreciation Rights 5.1 Grant of Option. The Committee is hereby authorized to grant Options to Key Employee Participants with such terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine. The Director Grant Committee is hereby authorized to grant Options to Non-Employee Director Participants with such terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Director Grant Committee shall determine. (a) Exercise Price. The exercise price per Share purchasable under an Option shall be determined at the time of grant and shall be not less than 100% of the Fair Market Value of the Share on the date of grant of such Option. (b) Exercisability and Method of Exercise. An Option Award may contain such performance targets and waiting periods, and shall become exercisable in such manner and within such period or periods and in such installments or otherwise, as shall be determined at the time of grant. The Committee, or the Director Grant Committee in the case of Awards to Non-Employee Director Participants, shall also determine the method by which, and the form (including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price), in which payment of the Option exercise price may be made (including payment in accordance with a cashless exercise program under which, if so instructed by the Participant, Shares may be issued directly to the Participant's broker or dealer upon receipt of the purchase price in cash from the broker or dealer). (c) Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Code Section 422, or any successor provision thereto, and any regulations promulgated thereunder. 5.2 Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Key Employee Participants, and the Director Grant Committee is hereby authorized to grant Stock Appreciation Rights to Non-Employee Directors in such amounts and having such grant price, term, methods of exercise, methods of settlement (including whether Stock Appreciation Rights will be settled in cash, Shares, other securities, other Awards, or other property, or any combination thereof), and any other terms and conditions as it shall determine, including, without limitation, restrictions on the time of exercise of the Stock Appreciation Right to specified periods as may be necessary to satisfy the requirements of Rule 16b-3. 5.3 Compliance With Code Section 162(m). Notwithstanding any other provision of the Plan, the maximum number of Options and Stock Appreciation Rights, in the aggregate, which may be awarded to any individual Key Employee Participant under the Plan is __________ Shares and/or Stock Appreciation Rights. The Committee at any time may in its sole discretion limit the number of Options that can be exercised in any taxable year of the Company, to the extent necessary to prevent the application of Section 162(m) of the Code (or any similar or successor provision), provided that the Committee may not postpone the earliest date on which Options can be exercised beyond the last day of the stated term of such Options. Article VI Other Share-Based Awards 6.1 Grant of Other Awards. Other Awards, valued in whole or in part by reference to, or otherwise based on, Shares, including but not limited to Performance Awards and Restricted Stock, may be granted either alone or in addition to or in conjunction with other Awards in such amounts and having such terms and conditions as the Committee may determine with respect to Key Employee Participants and as the Director Grant Committee may determine with respect to Non-Employee Director Participants. Article VII Terms Applicable to All Awards Granted Under the Plan 7.1 Award Agreement. No person shall have any rights under any Award granted under the Plan unless and until the Company and the Participant to whom such Award shall have been granted shall have executed and delivered an Award Agreement or received any other Award acknowledgment authorized by the Committee or the Director Grant Committee expressly granting the Award to such person and containing provisions setting forth the terms of the Award. If there is any conflict between the provisions of an Award Agreement and the terms of the Plan, the terms of the Plan shall control. 7.2 Awards May Be Granted Separately or Together; No Limitations on Other Awards. Awards may be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate, and the terms and conditions of an Award need not be the same with respect to each Participant. 7.3 Limitations on Transfer of Awards. The rights and interest of a Participant under the Plan may not be assigned, alienated, sold, or transferred other than by will or the laws of descent and distribution; provided, however, that a Key Employee Participant may at the discretion of the Committee, and a Non-Employee Director Participant may at the discretion of the Director Grant Committee, be entitled, to designate a beneficiary or beneficiaries to exercise his or her rights, and to receive any property distributable, with respect to any Award upon the death of the Key Employee Participant or the Non-Employee Director Participant, as the case may be. During the lifetime of a Participant, only the Participant personally, or if permissible under applicable law, such individual's guardian or legal representative, may exercise rights under the Plan. No Award, and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. 7.4 Taxes. The Company shall be entitled, if the Committee (or the Director Grant Committee in the case of an Award granted to a Non-Employee Director) deems it necessary or desirable, to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company in connection with such Participant's Award, and the Company may defer payment or issuance of the cash or Shares upon the grant, exercise or vesting of an Award unless indemnified to its satisfaction against any liability for any such tax. The Committee, or the Director Grant Committee in the case of an Award granted to a Non-Employee Director, may prescribe in each Award Agreement one or more methods by which the Participant will be permitted to satisfy his or her tax withholding obligation, which methods may include, without limitation, the payment of cash by the Participant to the Company and the withholding from the Award, at the appropriate time, of a number of Shares sufficient, based upon the Fair Market Value of such Shares, to satisfy such tax withholding requirements. 7.5 Rights and Status of Recipients. No Employee, Participant or other person shall have any right to be granted an Award. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any Affiliate, and the grant of an Award to a Non-Employee Director shall not confer any right on such Non-Employee Director to continue as a director of the Company. 7.6 Awards Not Includable for Benefit Purposes. Income recognized by a Participant pursuant to the Plan shall not be included in the determination of benefits under any employee pension benefit plan (as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended) or group insurance or other benefit plans applicable to the Participant which are maintained by the Company or any Affiliate, except as may be provided under the terms of such plans or determined by resolution of the Board of Directors of the Company. 7.7 Share Certificates; Representation by Participants; Registration Requirements. All certificates for Shares delivered pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee, or the Director Grant Committee in the case of an Award granted to a Non-Employee Director, may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities Exchange Commission, any stock exchange or other market upon which such Shares are then listed or traded, and any applicable federal or state securities laws, and legends may be put on any such certificates to make appropriate reference to such restrictions. The Committee may require each Participant to represent to the Company in writing that such Participant is acquiring the Shares without a view to the distribution thereof. Each Award shall be subject to the requirement that, if at any time (i) the listing, registration or qualification of Shares relating to such Award on any securities exchange or under any state or federal securities laws, or (ii) the approval of any regulatory body is necessary or desirable as a precondition thereto, the Award or the issuance of Shares in connection therewith may not be consummated unless such listing, registration, qualification or approval shall have been effected. Article VIII Amendment and Termination 8.1 Amendment. The Board of Directors of the Company may amend, alter, suspend, discontinue, or terminate the Plan at any time; provided, however, that no amendment, alteration, suspension, discontinuation or termination of the Plan shall in any manner (except as otherwise provided in this Article VIII) adversely affect any Award, without the consent of the Participant. It is intended that the Plan be administered in compliance with Rule 16b-3 and Section 162(m) of the Code so long as the Company shall have a class of equity securities registered under Section 12 of the Exchange Act. If any provision of the Plan would be in violation of Rule 16b-3 or Section 162(m) of the Code if applied as written, such provision shall not have effect as written and shall be given effect so as to comply therewith. The Board of Directors of the Company is authorized to amend the Plan and to make any modifications to Award Agreements to comply with Rule 16b-3 and Section 162(m) of the Code, and to make any other amendments or modifications deemed necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3 and Section 162(m) of the Code. 8.2 Termination. The Directors shall have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after such termination, but such termination shall not have any other effect, and any Award outstanding at the time of such termination may be exercised after termination at any time prior to the expiration date of such Award to the same extent such Award would have been exercisable had the Plan not terminated. Article IX General Provisions 9.1 Effective Date of the Plan. The Plan shall be effective as of the date of approval of the Plan by the shareholders of the Company. 9.2 Unfunded Status of Plan. The Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any right by virtue of a grant under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. 9.3 Miscellaneous. The Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the state of Florida and applicable federal laws. Section headings are used in the Plan for convenience only, do not constitute a part of the Plan, and shall not be deemed in any way to be relevant to the interpretation of the Plan or any provision thereof. Whenever possible, each provision in the Plan and every Award shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan or any Award shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of the Plan and every other Award shall remain in full force and effect. EX-4 3 EXHIBIT 4B FORM OF OPTION AGREEMENT EXHIBIT 4B MOBILE AMERICA CORPORATION INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of this ___ day of _______, 199__ between Mobile America Corporation, a __________________ corporation (the "Company"), and __________________________ (Key Employee"). RECITALS WHEREAS, the Company has adopted the Mobile America Corporation Incentive Plan (the "Plan") which provides for the grant of stock options to certain key executive employees of the Company; WHEREAS, Key Employee is employed by the Company in a key executive capacity and in such capacity contributes materially to the continued growth and development and the future financial success of the Company; and WHEREAS, the Company wishes to grant an incentive stock option to purchase shares of common stock of the Company to Key Employee on the terms and conditions specified herein to provide a means for him to participate in the future growth of the Company and to increase his incentive and personal interest in the continued success and growth of the Company. Any capitalized terms used herein but not defined herein shall have the respective meanings given in the Plan. NOW, THEREFORE, the parties agree as follows: I. Stock Options. (1) Grant. Subject to the terms and conditions of this Agreement and the Plan, the Company grants to Key Employee incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended) to purchase _________ shares of common stock, $0.025 par value per share, of the Company. (2) Option Price. The option price per share shall be $_____________, which is an amount not less than 100% of the fair market value on the date of this Agreement (the "Grant Date"). (3) Term. The term of the options shall be ten (10) years from the Grant Date, after which period the option shall expire and not be exercisable. (4) Vesting. Stock options shall vest as follows: (a) 20% on the first anniversary of the Grant Date; (b) an additional 20% on the second anniversary of the Grant Date; (c) an additional 20% on the third anniversary of the Grant Date; (d) an additional 20% on the fourth anniversary of the Grant Date; and (e) an additional 20% on the fifth anniversary of the Grant Date. If Key Employee's employment with the Corporation or any subsidiary of the Corporation is terminated for any reason (i.e. Key Employee is no longer an employee of the Corporation or any subsidiary of the Corporation), all options held by Key Employee which are not vested shall thereupon be automatically canceled. II. Exercise. Key Employee may, subject to the limitations of this Agreement and the Plan, exercise all or any portion of the option by providing written notice of exercise to the Chairman of the Board specifying the number of Shares with respect to which the options are being exercised accompanied by payment of the option price for such Shares. The option price shall be paid in cash and/or Shares owned by Key Employee, valued at their Fair Market Value on the date of exercise. III. Termination of Employment. (1) If the employment of Key Employee terminates by reason of death or disability, Key Employee (or his personal representative) may exercise the option or any portion thereof which has vested pursuant to Section 1 hereof for a period of one year after the date of such termination of employment and not thereafter; provided, however, that no option or portion thereof shall be exercisable after it has expired pursuant to Section 1 hereof. For purposes of this Agreement, the term "disability" shall mean a total and permanent disability as determined by the Compensation Committee in its sole discretion. (2) If the employment of the Key Employee terminates for any reason other than death, disability or Cause, Key Employee (or his personal representative) may exercise the option or any portion thereof which has vested pursuant to Section 1 hereof for a period of 30 days after the date of such termination of employment and not thereafter; provided, however, that no option or portion thereof shall be exercisable after it has expired pursuant to Section 1 hereof. (3) If the employment of the Key Employee terminates for Cause, all options (whether vested or non-vested) shall immediately be forfeited and become null and void. For purposes hereof, "Cause" shall mean that the Compensation Committee shall have determined that any of the following events has occurred: a. an act of fraud, embezzlement, misappropriation of business or theft committed by the Key Employee in the course of his employment or any intentional or negligent misconduct of the Key Employee which injures the business or reputation of the Company; b. intentional or negligent damage committed by the Key Employee to the property of the Company; c. the Key Employee's willful failure or refusal to perform the customary duties and responsibilities of his position with the Company; d. the Key Employee's breach of fiduciary duty, or the making of a false representation, to the Company; e. the Key Employee's breach of any covenant, condition or obligation required to be performed by him pursuant to the Plan, this Agreement or any other agreement between him and the Company or the Key Employee's intentional or negligent violation of any written policy of the Company; f. the Key Employee's willful failure or refusal to act in accordance with any specific lawful instructions of a majority of the Board of Directors of the Company; or g. commission by the Key Employee of a felony or a crime involving moral turpitude. Cause shall be deemed to exist as of the date any of the above events occur even if the Compensation Committee's determination is later and whether or not such determination is made before or after termination of employment. IV. Withholding. The Company shall deduct and withhold from any cash payable to Key Employee such amount as may be required for the purpose of satisfying the Company's obligation to withhold federal, state or local taxes. Key Employee shall notify the Company prior to any disposition of Shares acquired pursuant to this option if such disposition occurs before the expiration of the requisite holding period requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or any successor provision or code thereto. V. Nonalienation. Key Employee shall have no rights to sell, assign, transfer, pledge, assign or otherwise alienate, except by will or by the laws of descent and distribution, the option under this Agreement, and any such attempted sale, assignment, transfer, pledge or other conveyance shall be null and void. The option shall be exercisable during the Key Employee's lifetime only by the Key Employee (or his legal representative). VI. Capital Adjustments Affecting Shares. In the event of a capital adjustment resulting from a stock dividend (other than a stock dividend in lieu of an ordinary cash dividend), stock split, reorganization, recapitalization, merger, consolidation, spin-off, split- up, combination or exchange of shares or the like, the number of shares covered by the option and the option price shall be adjusted in a manner consistent with such capital adjustment; provided, however, that no such adjustment shall require the Company to grant any fractional shares and the adjustment shall be limited accordingly. The determination of the Committee as to any adjustment shall be final. VII. Limited Interest. (1) The grant of the option shall not be construed as giving Key Employee any interest other than as provided in this Agreement. (2) Key Employee shall have no voting rights nor any other interests as a shareholder as a result of the grant of the option, until the option is exercised, the option price is paid, and the shares issued thereunder. (3) The grant of the option shall not confer on Key Employee any right to continue in the employ of the Company nor interfere in any way with the right of the Company to terminate the employment of the Key Employee at any time. (4) The grant of the option shall not affect in any way the right or power of the Company or its or their shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its or their business, or any merger, consolidation or business combination of the Company, or any issuance or modification of any term, condition, or covenant of any bond, debenture, debt, preferred or prior preference stock ahead of or affecting the Shares or the rights of the holders thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or any other corporate act or proceeding, whether of a similar character or otherwise. VIII. Interpretation by the Board. As a condition of the granting of the option, Key Employee agrees, for himself and his personal representatives, that this Agreement shall be interpreted by the Board and that any interpretation by Board of the terms of this Agreement shall be final. IX. Incorporation by Reference. The terms of the Plan to the extent not stated herein are expressly incorporated herein by reference and in the event of any conflict between this Agreement and the Plan, the Plan shall govern. X. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 11. Amendment. This Agreement may not be amended, modified, terminated or otherwise altered except by the written consent of the parties thereto. MOBILE AMERICA CORPORATION By: ("Company") ("Key Employee") EX-5 4 OPINION FOLEY & LARDNER EXHIBIT 5 POST OFFICE BOX 240 JACKSONVILLE, FLORIDA 32201-0240 THE GREENLEAF BUILDING 200 LAURA STREET 32202-3527 TELEPHONE (904) 359-2000 FACSIMILE (904) 359-8700 August 14, 1996 Mobile America Corporation 10475-110 Fortune Parkway Jacksonville, FL 32256 Re: Registration Statement on Form S-8 Relating to Shares of Common Stock Issuable Pursuant to Mobile America Corporation Incentive Plan Ladies and Gentlemen: This opinion is being furnished in connection with the Registration Statement on Form S-8 (the "Registration Statement") of Mobile America Corporation (the "Company"), under the Securities Act of 1933, as amended, for the registration of 200,000 shares of common stock par value $0.025 (the "Shares") issuable pursuant to the Mobile America Corporation Incentive Plan (the "Plan"). We have examined and are familiar with the following: A. Articles of Incorporation of the Company, as amended, as filed in the Office of the Secretary of State of the State of Florida; B. Bylaws, as amended, of the Company; C. The proceedings of the Board of Directors and shareholders of the Company in connection with the adoption of the Plan; and D. Such other documents, Company records and matters of law as we have deemed to be pertinent. Based on the foregoing, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Florida. 2. The Shares have been duly authorized and when issued in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable. We hereby consent to the inclusion of this opinion as Exhibit 5 in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder. FOLEY & LARDNER By: /s/ Linda Y. Kelso Linda Y. Kelso LYK:pam EX-23 5 EXHIBIT 23B CONSENT EXHIBIT 23B CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 21, 1996, which appears on page II-8 of Mobile America Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the incorporation by reference of our report dated March 21, 1996 on the Financial Statement Schedules, which appears on page II-8 of such Annual report on Form 10-K. Cherry, Bekaert & Holland, L.L.P. Certified Public Accountants Orlando, Florida August 16, 1996 -----END PRIVACY-ENHANCED MESSAGE-----