Exhibit 10.14


 


QUOTESMITH.COM, INC.

2004 LIFE QUOTES NON-QUALIFIED STOCK OPTION PLAN








 


Purpose


 


The purpose of the Quotesmith.com, Inc. 2004 Life
Quotes Non-Qualified Stock Option Plan (the “Plan”) is to foster and promote
the long-term financial success of 
Quotesmith.com, Inc., a Delaware corporation, and its subsidiaries
(the “Company”).  The Plan provides for
the award of stock options to certain former employees of Life Quotes who are
now employees of a subsidiary of the Company.


 


Definitions


 


For purposes of this Plan, the following terms used
herein shall have the following meanings, unless a different meaning is clearly
required by the context.


 


“Board”
means the Board of Directors of the Company.


 


“Change
in Control” means a change in control of the Company of a nature that would be
required to be reported in response to Item l(a) of the Current Report on Form 8-K,
as in effect as of the Effective Date, promulgated pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), whether or not the Company is then subject to the reporting requirements
of the Exchange Act, provided that, without limitation, such a change in
control shall be deemed to have occurred if:


 


there
shall be consummated any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the Company’s assets;


 


the
stockholders of the Company approve any plan or proposal of liquidation or
dissolution of the Company;


 


there
shall be consummated any consolidation or merger of the Company in which the
Company is not the surviving or continuing corporation, or pursuant to which
shares of the Company’s Common Stock would be converted into cash, securities
or other property, other than a merger of the Company in which the holders of
the Company’s Common Stock immediately prior to the merger have, directly or
indirectly, at least a 67% ownership interest in the outstanding Common Stock
of the surviving corporation immediately after the merger;


 


any “person”
or “group” (as such terms are used in Section 13(d) and 14(d) of
the Exchange Act) shall become, after the Effective Date, the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 51% or more of the combined voting
power of the Company’s then-outstanding voting securities ordinarily having the
right to vote for the election of directors;


 


individuals
who, as of the Effective Date, constitute the Board of Directors of the Company
(the “Board” generally, and as of the Effective Date, the “Incumbent Board”)
shall cease for any reason to constitute a majority of the Board, provided that
any person becoming a director subsequent to the date of this Agreement whose
election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the directors of the Company) shall be, for
purposes of this Plan, considered as though such person were a member of the
Incumbent Board;


 


a
proceeding is instituted in a court of competent jurisdiction seeking a decree
or order for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or for the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property, or for the winding-up or liquidation of its
affairs, and such proceeding remains undismissed or unstayed and in effect for
a period of 60 consecutive days or such court enters a decree or court granting
the relief sought in such proceeding; or


 


the
Company commences a voluntary case under any applicable bankruptcy, insolvency
or other similar law now or hereinafter in effect, consents to the entry of an
order for relief in an involuntary case under any such law, or consents to the 


 

















 


appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of or for any substantial part of its
property, or makes a general assignment for the benefit of creditors, or fails
generally to pay its debts as they become due, or take any corporate action in
furtherance of any of the foregoing.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Committee”
shall have the meaning provided in Section 3 of the Plan.


 


“Common
Stock” means the common stock, $0.003 par value per share, of the Company.


 


“Continuous
Service” means that the Participant’s service with the Company or any
Subsidiary as an employee is not interrupted or terminated.  The Participant’s Continuous Service shall
not be deemed to have terminated merely because of a change in the capacity in
which the Participant renders service to the Company or any Subsidiary as an
employee or a change in the entity for which the Participant renders such
service, provided that there is no interruption or termination of the
Participant’s Continuous Service.  For
example, a change in status from an employee of the Company to an employee of a
Subsidiary will not constitute an interruption of Continuous Service.  The Committee, in its sole discretion, may
determine whether Continuous Service shall be considered interrupted in the
case of any approved leave of absence by that party, including sick leave,
military leave or any other personal leave.


 


“Disability”
means a mental or physical condition which, in the opinion of the Committee,
renders a Participant unable or incompetent to carry out the job
responsibilities which such Participant held or the tasks to which such
Participant was assigned at the time the disability was incurred, and which is
expected to persist for an indefinite duration exceeding one year.


 


“Effective
Date” shall have the meaning provided in Section 19 of the Plan.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Fair
Market Value” means, as determined by the Committee, the closing price as
quoted on the Nasdaq National Market on the trading day immediately preceding
the date for which the determination is being made; or, in the event that no
such closing price exists due to no sale having taken place on such day, the
average of the reported closing bid and asked prices on such day; or, if the
Common Stock of the Company is listed on a national securities exchange, the
closing price on the principal national securities exchange on which the Common
Stock is listed or admitted to trading on the trading day immediately preceding
the date for which the determination is being made; or, if no such closing
price exists due to no sale having taken place on such day, the average of the
closing bid and asked prices on such day on the principal national securities
exchange on which the Common Stock is listed or admitted to trading; or if the
Common Stock is not quoted on such Nasdaq national Market nor listed or
admitted to trading on a national securities exchange, then the average of the
closing bid and asked prices on the day immediately preceding the date for
which the determination is being made in the over-the-counter market as
reported by Nasdaq; or, if bid and asked prices for the Common Stock on such
day shall not have been reported through Nasdaq, the average of the bid and
asked prices for such day as furnished by any New York Stock Exchange member
firm regularly making a market in the Common Stock selected for such purpose by
the Board or a committee thereof; or, if none of the foregoing is applicable,
then the fair market value of the Common Stock as determined in good faith by
the Committee in its sole discretion.


 


“Participant”
shall mean any employee of the Company or any Subsidiary to whom an award is
granted under the Plan.


 


“Sale
Event” means any (a) sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the Company’s assets, (b) sale, exchange or other transfer of all of the
Company’s outstanding capital stock to a third party or group of third parties
acting in concert or (c) consolidation or merger of the Company in which
the Company is not the surviving or continuing corporation, or pursuant to
which shares of the Company’s Common Stock would be converted into cash,
securities or other property, other than a merger of the Company in which the
holders of the Company’s Common Stock immediately prior to the merger have,
directly or indirectly, at least a 67% ownership interest in the outstanding
Common Stock of the surviving corporation immediately after the merger.


 


“Stock
Option” means any option to purchase Common Stock granted pursuant to Section 6.


 


“Subsidiary”
means a company, domestic or foreign, of which not less than 50 percent of the
voting shares are held by the Company or by a Subsidiary, whether or not such
company now exists or is hereafter organized or acquired by the Company or by a
Subsidiary.


 


“Term
of the Plan” means the period beginning on the Effective Date and ending on the
earlier to occur of (i) the date the Plan is terminated by the Board in
accordance with Section 16 and (ii) the day before the tenth
anniversary of the Effective Date.


 





















 


Administration


 


The Plan shall be administered by a committee of the
Board (the “Committee”) consisting solely of two or more members of the Board,
each of whom shall qualify as a “Non-employee Director” within the meaning of Rule l6b-3
of the Exchange Act and also qualify as an “outside director” within the
meaning of Section 162(m) of the Code and regulations pursuant
thereto.  The Committee shall have the
power and authority to grant Stock Option awards to eligible persons pursuant
to the terms of the Plan.


 


The Committee shall have authority in its discretion
to interpret the provisions of the Plan and to decide all questions of fact
arising in its application.  Except as
otherwise expressly provided in the Plan, the Committee shall have authority to
select the persons to whom Stock Option awards shall be awarded under the Plan;
to determine the size of each such Stock Option award; to determine the time
when the Stock Option awards shall be granted; to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable; and to make all other determinations
necessary or advisable for the administration of the Plan.  Notwithstanding anything in the Plan to the
contrary, in the event that the Committee determines that it is advisable to
grant awards which shall not qualify for the exception for performance-based
compensation from the tax deductibility limitations of Section 162(m) of
the Code, the Committee may make such grants or awards, or may amend the Plan
to provide for such grants or awards, without satisfying the requirements of Section 162(m) of
the Code.


 


The Committee also shall have authority, in its
discretion, to vary the terms of the Plan to the extent necessary to comply
with federal, state or local law.


 


All decisions made by the Committee pursuant to the
provisions of the Plan shall be final and binding on all persons who
participate in the Plan.


 


All expenses and liabilities incurred by the Committee
in the administration of the Plan shall be borne by the Company.  The Committee may employ attorneys,
consultants, accountants or other persons in connection with the administration
of the Plan.  The Company, and its
officers and directors, shall be entitled to rely upon the advice, opinions or
valuations of any such persons.


 





















 


Common
Stock Subject to the Plan


 


Share
Reserve.  There shall be reserved and
available for issuance under the Plan 300,000 shares of Common Stock, subject
to such adjustment as may be made pursuant to Section 14.


 


Source
of Shares/Reversion of Shares.  Such
shares may consist in whole or in part of authorized and unissued shares or
treasury shares or any combination thereof as the Committee may determine.  Except as otherwise provided herein, any
shares subject to an option which for any reason expires or is terminated
unexercised, becomes unexercisable or is forfeited or otherwise terminated, or
surrendered or canceled shall thereafter be available for further Stock Option
awards under the Plan. No Stock Option awards may be granted following the end
of the Term of the Plan.


 


Code
Section 162(m) Limitation.  The
total number of shares of Common Stock for which Stock Options that are subject
to the attainment of performance criteria to protect against the loss of
deductibility under Section 162(m) of the Code may be granted to any
Participant during any twelve-month period shall not exceed 200,000 in the
aggregate, subject to adjustment pursuant to Section 14.


 


Eligibility
to Receive Stock Option


 


Stock Option awards may be granted to any employee of
the Company or any Subsidiary.  The
Committee shall have the sole authority to select the persons to whom an award
of Stock Options is to be granted hereunder and to determine the award to be
granted to each such person.


 


Stock
Options


 


A Stock Option shall be subject to the following terms
and conditions not inconsistent with the terms of the Plan, as the Committee
shall deem desirable:


 


Option
Price.  The Stock Option exercise price
shall be fixed by the Committee and shall be equal to 100 percent of the Fair
Market Value of the shares of Common Stock subject to the Stock Option at the
time the option is granted.  No Stock Option
exercise price shall be re-priced or adjusted upward or downward other than as
provided for in Section 14.


 


Vesting
Period.  No Stock Option may be exercised
during the first year after its date of grant. 
After the first anniversary of the date of grant, Stock Options may be
exercised as to one-third of the shares of Common Stock available for purchase
under the Stock Options, after the second anniversary of the date of grant, it
may be exercised as to an additional one-third of such shares and all Stock
Options shall be fully vested and exercisable after the third anniversary of
the date of grant.


 


Exercise
Term.  Subject to Section 6.2, each
Stock Option may be exercised in whole or in part, and from time to time,
provided that no Stock Option shall be exercisable after ten years from the
date of grant thereof.


 


Payment
for Shares.  A Stock Option shall be
deemed to be exercised when notice of such exercise has been given to the
Company by the Participant entitled to exercise the Stock Option and full
payment for the shares of Common Stock with respect to which the Stock Option
is exercised has been received by the Company or its designated agent.  Payment shall be by any of the following or a
combination thereof, at the election of the Participant:


 


cash;


 


check;


 


consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan; or


 


Surrender
of other shares of Common Stock which (i) in the case of shares of Common
Stock acquired upon exercise of a Stock Option, have been owned by the
Participant for more than six (6) months on the date of surrender, and (ii) have
a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the exercise shares of Common Stock.


 


No shares of Common Stock
shall be issued to any Participant upon exercise of a Stock Option until the
Company or its designated agent receives full payment therefor as described
above.  Upon the receipt of notice of
exercise and full payment for the shares of Common Stock, the shares of Common
Stock shall be deemed to have been issued and the Participant shall be entitled
to receive such shares of Common Stock and shall be a stockholder with respect
to such shares, and the shares of Common Stock shall be considered fully paid
and nonassessable.  No


 

















 


adjustment will be made for a dividend or
other right for which the record date is prior to the date on which the stock
is issued, except as provided in Section 14 of the Plan.  Each exercise of a Stock Option shall reduce,
by an equal number, the total number of shares of Common Stock that may
thereafter be purchased under such Stock Option.


 


Rights
upon Termination of Continuous Service. 
In the event that a Participant’s Continuous Service terminates for any
reason, other than death or Disability, the Participant (or any successor or
legal representative) shall have the right to exercise the Stock Option to the
extent that the Stock Option was exercisable at the time of termination, until
the earlier of (i)  the date 90 days after the effective date of such
termination of Continuous Service, or such other date as otherwise determined
by the Committee in its sole discretion, or (ii)  the expiration of the
term of the Stock Option.  To the extent
the Participant was not entitled to exercise the Stock Option at the time of
termination of Continuous Service, or if the Participant does not exercise the
Stock Option within the time specified herein, such Stock Option shall
terminate.


 


Notwithstanding the
foregoing, the Participant (or any successor or legal representative) shall not
have any rights under the Stock Option, and the Company shall not be obligated
to sell or deliver shares of Common Stock (or have any other obligation or
liability) under the Plan upon exercise of the Stock Option if the Committee shall
determine in its sole discretion that the Participant’s Continuous Service
shall have been terminated for cause, including, but not limited to, the
Participant having engaged or may engage in employment or activities
competitive with the Company or any Subsidiary or contrary, in the opinion of
the Committee, to the best interests of the Company or any Subsidiary.  In the event of such determination, the
Participant (or any successor or legal representative) shall have no right
under such Stock Option to purchase any shares of Common Stock regardless of
whether the Participant (or any successor or legal representative) shall have
delivered a notice of exercise prior to the making of such determination.  Any Stock Option may be terminated entirely
by the Committee at the time or at any time subsequent to a determination by
the Committee under this Section 6.5, which has the effect of eliminating
the Company’s obligation to sell or deliver shares of Common Stock under such
Stock Option.


 


In the event that a
Participant’s Continuous Service terminates because such Participant either
dies or is determined by the Committee to have a Disability prior to the
expiration of the Stock Option and without the Participant’s having fully
exercised the Stock Option, the Participant or his successor or legal
representative shall be fully vested in the Stock Option and shall have the
right to exercise the Stock Option until the earlier of (i) the date
twelve months following such event, or such other date as determined by the
Committee in its sole discretion, or (ii) the expiration of the term of
the Stock Option.  If the Participant
does not exercise the Stock Option within the time specified herein, such Stock
Option shall terminate.


 


No
Stock Option Re-Pricing


 


Neither the Board nor the Committee shall re-price or
adjust upward or downward the exercise price of any Stock Option, other than as
provided for in Section 14.


 


Rights
of a Stockholder


 


The recipient of any Stock Option award under the Plan
shall have no rights as a stockholder with respect thereto unless and until
shares of Common Stock are issued to the recipient.


 





















 


No
Right to Continue Employment or Service


 


Nothing in the Plan or any Stock Option award granted
pursuant thereto shall confer upon any Participant any right to continue to
serve the Company or any Subsidiary in the capacity in effect at the time the
award was granted or shall affect the right of the Company or any Subsidiary to
terminate the employment of an employee with or without notice and with or
without cause.


 


Withholding


 


The Company’s obligation to deliver shares of Common
Stock upon the exercise of any Stock Option shall be subject to applicable
foreign, federal, state and local withholding tax requirements.  Foreign, federal, state and local withholding
tax due under the terms of the Plan shall be paid by the Participant.


 


Indemnification


 


No member of the Board or the Committee, nor any
officer or employee of the Company or a Subsidiary acting on behalf of the
Board or the Committee, shall be personally liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan, and all members of the Board or the Committee and each and any officer or
employee of the Company or any Subsidiary acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.


 


Non-Assignability


 


No Stock Option award under the Plan shall be
assignable or transferable by the recipient thereof except by will, by the laws
of descent and distribution and by such other means as the Committee may
approve from time to time.  No right or
benefit hereunder shall in any manner be subject to the debts, contracts,
liabilities or torts of the person entitled to such right or benefit.


 


Nonuniform
Determinations


 


The Committee’s determinations under the Plan
(including without limitation determinations of the persons to receive awards,
the form, amount and timing of such awards, and the terms and provisions of
such awards) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, Stock Option awards under the
Plan, whether or not such persons are similarly situated.


 


Adjustments


 


In the event of any change in the outstanding shares
of Common Stock by reason of a stock dividend, stock split, reverse stock split
or distribution, recapitalization, merger, reorganization, reclassification,
consolidation, split-up, spin-off, combination of shares, exchange of shares or
other change in corporate structure affecting the Common Stock and not
involving the receipt of consideration by the Company, the Committee shall make
appropriate adjustments in (A) the aggregate number of shares of Common
Stock (i) reserved for issuance under the Plan, (ii) for which grants
may be made to any Participant, and (iii) covered by outstanding
unexercised grants denominated in shares or units of Common Stock; (B) the
exercise price applicable to outstanding Stock Option 


 

















 


awards or grants; and (C) shall
make such other adjustments as may be appropriate under the circumstances;
provided that the number of shares subject to any award or grant always shall
be a whole number.


 


Provisions
Relating to Sale Events.


 


The Company, at its option, may
give each Participant at least ten business days written notice (or, if such
notice period is not practicable, such shorter notice period as the Company
determines in good faith is practicable) prior to the anticipated date of the consummation
of a Sale Event.  Upon receipt of such
notice, and for a period of five business days thereafter (or such other period
as may be specified in the Company’s notice with respect to the Sale Event),
each Participant will be permitted to exercise, in whole or in part, the
unexercised portion of each Stock Option held by such Participant in accordance
with the terms and conditions of the Plan and the award agreement relating such
Option.


 


Upon the consummation of the Sale
Event, all Options will be canceled and forfeited to the extent they have not
been exercised in accordance with the provisions of Section 15(a).


 


If the Sale Event is not
consummated, all Options exercised pursuant to the Company’s notice of the Sale
Event will be deemed not to have been exercised and will thereafter be
exercisable to the same extent and on the same terms and conditions as if
notice of the Sale Event had not been given by the Company.


 


In lieu of delivering notice of a
Sale Event pursuant to the provisions of Section 15(a), the Company, at
its option, may cause the successor or acquiring corporation in connection with
any Sale Event or, if applicable, the corporate parent of any such corporation
(the “Successor Corporation”), to assume in writing the obligations of the
Company under the Plan and the outstanding Stock Options awarded pursuant to
the Plan.  In such event, the number and
kind of shares acquirable upon the exercise of the Stock Options and the
exercise price applicable thereto will be adjusted appropriately and the Stock
Options as so adjusted will be deemed solely to represent rights to acquire
shares of the Successor Corporation in the manner provided in the agreements
between the Company and the Successor Corporation.


 


Termination
and Amendment


 


The Board may terminate or amend the Plan or any
portion thereof at any time and the Committee may amend the Plan to the extent
provided in Section 3, without approval of the stockholders of the
Company.  No amendment, termination or
modification of the Plan shall affect any Stock Option award theretofore
granted in any material adverse way without the consent of the recipient.


 


Severability


 


If any of the terms or provisions of this Plan, or
awards made under this Plan, conflict with the requirements of Section 162(m) of
the Code with respect to awards subject to, or governed by, Section 162(m) of
the Code, then such terms or provisions shall be deemed inoperative to the
extent they so conflict with the requirements of Section 162(m) of
the Code.  If this Plan does not contain
any provision required to be included herein under Section 162(m) of
the Code (as the same shall be amended from time to time), such provision shall
be deemed to be incorporated herein with the same force and effect as if such
provision had been set out herein.


 


Effect
on Other Plans


 


Participation in this Plan shall not affect a
Participant’s eligibility to participate in any other benefit or incentive plan
of the Company or any Subsidiary and any Stock Option awards made pursuant to
this Plan shall not be used in determining the benefits provided under any
other plan of the Company or any Subsidiary.


 


Effective
Date of the Plan


 


The Plan shall become effective on April 1, 2004,
but no Stock Option shall be exercised unless and until the Plan has been
approved by the stockholders of the Company at the next annual 


 

















 


meeting to be held in
2004, or any adjournment thereof.  If the
Plan is not approved by the affirmative vote of the holders of a majority of
the shares of Common Stock present, or represented at the meeting and entitled
to vote thereon, the Plan shall not be, or become, effective and any Stock
Options granted under the Plan prior thereto shall terminate and shall become
null and void.


 


Governing
Law


 


This Plan and all agreements executed in connection
with the Plan shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without regard to its conflicts of law doctrine.


 


Gender
and Number


 


Words denoting the masculine gender shall include the
feminine gender, and words denoting the feminine gender shall include the
masculine gender.  Words in the plural
shall include the singular, and the singular shall include the plural.


 


No
Strict Construction


 


No rule of strict construction shall be applied
against the Company, the Committee, or any other person in the interpretation
of any of the terms of the Plan, any agreement executed in connection with the
Plan, any award granted under the Plan, or any rule, regulation or procedure
established by the Committee.


 


Plan
Provisions Control


 


The terms of the Plan govern all awards granted under
the Plan, and in no event will the Committee have the power to grant any award
under the Plan which is contrary to any of the provisions of the Plan.  In the event any provision of any award
granted under the Plan shall conflict with any term in the Plan, the term in
the Plan shall control.


 


Headings


 


The headings used in the Plan are for convenience
only, do not constitute a part of the Plan, and shall not be deemed to limit, characterize,
or affect in any way any provisions of the Plan, and all provisions of the Plan
shall be construed as if no captions had been used in the Plan.