exv10w7






Exhibit 10.7




IMPERIAL HOLDINGS, INC.

2010 OMNIBUS INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT




                                        




                                        




                                        




Dear [______________]:



You have been granted an option (the “Option”) to purchase shares of common stock
(“Common Stock”) of Imperial Holdings, Inc., a Florida corporation (the “Company”),
pursuant to the Imperial Holdings, Inc. 2010 Omnibus Incentive Plan (the “Plan”) and this
Stock Option Award Agreement (the “Option Agreement”). Your Option is granted under and
governed by the terms and conditions of the Plan and this Option Agreement. Capitalized terms used
but not defined in this Option Agreement shall have the same meaning as set forth in the Plan.




	 	 	 

	Grant Date:

	 	[__________ __, 200_]
	 
	 	 
	Type of Option:

	 	o Incentive Stock Option
	 

	 	o Nonqualified Stock Option
	 
	 	 
	Number of Option Shares:

	 	[___________]
	 
	 	 
	Exercise Price per Share:

	 	U.S. $[_____]
	 
	 	 
	Term:

	 	This Option shall expire on the tenth anniversary of the
Grant Date (the “Expiration Date”), unless terminated
earlier pursuant to the terms of this Option Agreement or
the Plan. Upon termination or expiration of this Option,
all your rights hereunder shall cease.
	 
	 	 
	Vesting:

	 	[One fourth (1/4) of the total shares subject to this Option
will vest on each of the first four anniversaries of the
Grant Date, provided that you are still employed with the
Company as of the applicable anniversary date.]
	 
	 	 
	 

	 	Upon your termination of your employment from the Company,
the unvested portion of this Option shall be forfeited.
	 
	 	 
	Termination of
Employment:

	 	The following conditions apply in the event that your
employment with the Company is terminated prior to the
Expiration Date of this Option. In no event, however, will
the time periods described herein extend the term of this
Option beyond its Expiration Date or beyond the date this
Option is otherwise cancelled pursuant to the provisions of
the Plan.
	 
	 	 
	 

	 	a.    Termination As a Result of Death. If your employment
terminates by reason of your death at a time when your
employment could not otherwise have been terminated for
Cause (defined below), then your estate or your beneficiary,
or such other person or persons as may acquire your rights
under this Option by will or by the laws of







 









 






	 	 	 

	 

	 	      descent and
distribution, may exercise the vested portion of this Option
until the first anniversary of such termination of
employment. 

	 
	 	 
	 

	 	b.    Termination As a Result of Disability. If your
employment terminates by reason of your disability (within
the meaning of Code Section 22(e)(3)) as determined by the
Committee, at a time when your employment could not
otherwise have been terminated for Cause, then you may
exercise the vested portion of this Option until the date
that is twelve (12) months after the date of such
termination of your employment.

	 
	 	 
	 

	 	c.    Termination for Cause. If your employment is terminated
for Cause, this Option (whether vested or unvested) shall be
forfeited immediately upon such termination, and you shall
be prohibited from exercising your Option as of the date of
such termination. In addition, if your termination is
without Cause but the Company later learns facts that could
have permitted it to terminate your employment for Cause if
such facts had been known at the time of your termination,
then your Option (whether vested or unvested) shall be
forfeited immediately on the date of such determination.
For purposes of this Agreement, “Cause” shall have the same
meaning as set forth in your employment agreement with the
Company, or, if you do not have an employment agreement with
the Company, “Cause” shall mean a good faith finding by the
Company that you have (i) failed, neglected, or refused to
perform your lawful employment duties as from time to time
assigned to you (other than due to disability); (ii)
committed any willful, intentional, or grossly negligent act
having the effect of materially injuring the interest,
business, or reputation of the Company or any Affiliate;
(iii) violated or failed to comply in any material respect
with the Company’s published rules, regulations, or
policies, as in effect or amended from time to time; (iv)
committed an act constituting a felony or misdemeanor
involving moral turpitude, fraud, theft, or dishonesty; (v)
misappropriated or embezzled any property of the Company or
an Affiliate (whether or not an act constituting a felony or
misdemeanor); or (vi) breached any material provision of any
applicable confidentiality, non-compete, non-solicit,
general release, covenant not-to-sue, or other agreement
with the Company or an Affiliate.

	 
	 	 
	 

	 	      The Committee may suspend your right to exercise this Option
pending its determination of whether your employment will be
terminated (or could have been terminated) for Cause.

	 
	 	 
	 

	 	d.    Termination Other than for Cause or As a Result of Death
or Disability. If your employment is terminated other than
for Cause or other than as a result of your death or
Disability, then you may exercise the vested portion of this
Option until the date that is ninety (90) days after the
date of such termination.







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	Manner of Exercise:

	 	You may exercise this Option only it has not been forfeited
or has not otherwise expired, and only to the extent this
Option has vested. To exercise this Option, you must
complete the Notice of Stock Option Exercise in the form
attached hereto as Exhibit A (the “Notice of Stock Option
Exercise”) and return it to the address indicated on that
form. The Notice of Stock Option Exercise will become
effective upon its receipt by the Company. If your
beneficiary or heir, or such other person or persons as may
acquire your rights under this Option by will or by the laws
of descent and distribution, wishes to exercise this Option
after your death, such person must contact the Company and
prove to the Company’s satisfaction that such person has the
right and is entitled to exercise this Option. Your ability
to exercise this Option may be restricted by the Company if
required by applicable law.
	 
	 	 
	 

	 	To exercise this Option, your Notice of Stock Option
Exercise must be accompanied by payment of the exercise
price through any of the following modes of payment: (i) in
cash; (ii) pursuant to a Regulation T program if the shares
of Common Stock are publicly traded; (iii) by tendering
previously acquired shares of Common Stock which have been
held for at least six (6) months and which have a Fair
Market Value at the time of exercise that is equal to the
total exercise price of this Option, if approved by the
Board; (iv) through a cashless exercise procedure
established by the Committee, if any; or (v) any combination
of the modes of payment described in clauses (i)-(iv).
	 
	 	 
	Transferability:

	 	You may not transfer or assign this Option for any reason,
other than as set forth in the Plan. Any attempted transfer
or assignment of this Option, other than as set forth in the
Plan, will be null and void.
	 
	 	 
	Market Stand-Off:

	 	In connection with any underwritten public offering by the
Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of
1933, as amended (the “Securities Act”), including the
Company’s initial public offering, you agree that you shall
not directly or indirectly sell, make any short sale of,
loan, hypothecate, pledge, offer, grant or sell any option
or other contract for the purchase of, purchase any option
or other contract for the sale of, or otherwise dispose of
or transfer or agree to engage in any of the foregoing
transactions with respect to, any Shares acquired under this
Option without the prior written consent of the Company and
the Company’s underwriters. Such restriction shall be in
effect for such period of time following the date of the
final prospectus for the offering as may be requested by the
Company or such underwriters. In no event, however, shall
such period exceed one hundred eighty (180) days.
	 
	 	 
	Restrictions on
Exercise, Issuance and
Transfer of Shares:

	 	a.    General. No individual may exercise the Option, and no
shares of Common Stock subject to this Option will be
issued, unless and until the Company has determined to its
satisfaction that such exercise and issuance will comply
with all applicable federal and state securities laws, rules
and regulations of the Securities and Exchange Commission,
rules of any stock exchange on which shares of Common Stock
of the Company may then be traded, or any other applicable
laws. In addition, if required by underwriters for the
Company, you agree to enter into a lock-up agreement with
respect 







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	 	      to any shares of Common Stock acquired or to be
acquired under this Option.

	 
	 	 
	 

	 	b.    Securities Laws. You acknowledge that you are acquiring
this Option, and the right to purchase the shares of Common
Stock subject to this Option, for investment purposes only
and not with a view toward resale or other distribution
thereof to the public which would be in violation of the
Securities Act. You agree and acknowledge with respect to
any shares of Common Stock that have not been registered
under the Securities Act, that: (i) you will not sell or
otherwise dispose of such shares of Common Stock, except as
permitted pursuant to a registration statement declared
effective under the Securities Act and qualified under any
applicable state securities laws, or in a transaction which
in the opinion of counsel for the Company is exempt from
such required registration, and (ii) that a legend
containing a statement to such effect will be placed on the
certificates evidencing such shares of Common Stock.
Further, as additional conditions to the issuance of the
shares of Common Stock subject to this Option, you agree
(with such agreement being binding upon any of your
beneficiaries, heirs, legatees and/or legal representatives)
to do the following prior to any issuance of such shares of
Common Stock: (i) to execute and deliver to the Company such
investment representations and warranties as are required by
the Company; (ii) to enter into a restrictive stock transfer
agreement if required by the Board; and (iii) to take or
refrain from taking such other actions as counsel for the
Company may deem necessary or appropriate for compliance
with the Securities Act, and any other applicable federal or
state securities laws, regardless of whether the shares of
Common Stock have at that time been registered under the
Securities Act, or otherwise qualified under any applicable
state securities laws.

	 
	 	 
	Miscellaneous:

	 	•    This Option Agreement may be amended only by written
consent signed by both you and the Company, unless the
amendment is not to your detriment. Notwithstanding the
foregoing, this Option Agreement may be amended or
terminated by the Board or the Committee without your
consent in accordance with the provisions of the Plan.

	 
	 	 
	 

	 	•    The failure of the Company to enforce any provision
of this Option Agreement at any time shall in no way
constitute a waiver of such provision or of any other
provision hereof. 

	 
	 	 
	 

	 	•    In the event any provision of this Option Agreement
is held illegal or invalid for any reason, such illegality
or invalidity shall not affect the legality or validity of
the remaining provisions of this Option Agreement, and this
Option Agreement shall be construed and enforced as if the
illegal or invalid provision had not been included in the
Option Agreement. 







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	 	•    As a condition to the grant of this Option, you
agree (with such agreement being binding upon your legal
representatives, guardians, legatees or beneficiaries) that
this Option Agreement shall be interpreted by the Committee
and that any interpretation by the Committee of the terms of
this Option Agreement or the Plan, and any determination
made by the Committee pursuant to this Option Agreement or
the Plan, shall be final, binding and conclusive.

	 
	 	 
	 

	 	•    This Option Agreement may be executed in
counterparts.







BY SIGNING BELOW AND AGREEING TO THIS STOCK OPTION AWARD AGREEMENT, YOU AGREE TO ALL OF THE TERMS

AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF A COPY OF THE

PLAN.




	 	 	 	 	 

	 

	 	 	 	 
	Authorized Officer

	 	Optionee
	 	 







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EXHIBIT A




IMPERIAL HOLDINGS, INC.

2010 OMNIBUS INCENTIVE PLAN

NOTICE OF STOCK OPTION EXERCISE


Your completed form should be delivered to:                                         ,
                                        . Phone:                                         



Fax:                                                             . Incomplete forms may cause a
delay in processing your
option exercise.




OPTIONEE INFORMATION



Please complete the following. PLEASE WRITE YOUR FULL LEGAL NAME SINCE THIS NAME MAY BE ON YOUR
STOCK CERTIFICATE.





			
	Name:	 	 







			
	Street Address:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	City:

	 	 	 	State:
	 	 	 	 	 	Zip Code:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 	 	 





Work Phone #: (                    ) —                      —                      Home Phone #: (                    ) —                      —                     




Social Security #:                      —                      —                     




DESCRIPTION OF OPTION(S) BEING EXERCISED



Please complete the following for each option that you wish to exercise.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total Exercise Price	 
	 	 	Type of	 	 	 	 	 	 	Number of	 	 	(multiply Exercise Price	 
	 	 	Option	 	 	 	 	 	 	Option Shares	 	 	Per Share by Number of	 
	 	 	(specify ISO	 	 	Exercise Price	 	 	Being	 	 	Option Shares Being	 
	Grant Date	 	or NQSO)	 	 	Per Share	 	 	Purchased*	 	 	Purchased)	 
	 
	 	 	 	 	 	$	 	 	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	$	 	 	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	$	 	 	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	$	 	 	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	$	 	 	 	 	 	 	 	$	 	 
	Aggregate Exercise Price
	 	$	 	 






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	*	 	Must be a whole number only. Exercise of fractional Option Shares is not permitted.





METHOD OF PAYMENT OF OPTION EXERCISE PRICE




Please select only one:





	o	 	Cash Exercise. I am enclosing a check or money order payable to “Imperial Holdings,
Inc.” for the Aggregate Exercise Price.
	 
	o	 	Cashless Exercise. I am exercising the Option pursuant to the cashless exercise
provisions provided for by the Company. The Company will withhold from the Shares
otherwise issuable upon exercise a whole number of shares with a Fair Market Value equal
to (or less than) the Aggregate Exercise Price, and will then issue the net number of
remaining Shares to me. If the whole number of Shares to be withheld does not exactly
equal my Aggregate Exercise Price, then I will provide the Company with a check or money
order payable to “Imperial Holdings, Inc.” for the shortfall. I understand that the
Company will not process my option exercise until it receives the check or money order
covering the shortfall in the exercise price.





CERTIFICATE INSTRUCTIONS




Please select only one.



Name(s) in which the certificate for the purchased shares will be issued:





	o	 	In my name only
	 
	o	 	In the names of my spouse and myself as community property
	 
	o	 	In the names of my spouse and myself as joint tenants with the rights of survivorship






			
	Spouse’s name (if applicable):	 	 





The certificate for the purchased shares should be sent to the following address (complete only if
to be sent to a different address than specified in Part 1):





			
	Street Address:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	City:

	 	 	 	State:
	 	 	 	 	 	Zip Code:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 	 	 





METHOD OF SATISFYING TAX WITHHOLDING OBLIGATION



Please select only one. You do not need to complete this Part if you are exercising incentive
stock options (ISOs) or if you are a non-employee director or consultant.





	o	 	Cash. I am enclosing a check or money order payable to
“Imperial Holdings, Inc.” for the withholding tax amount.
	 
	o	 	Tax Amount Request. Please notify me of the amount of
withholding taxes that will be due as a result of this option
exercise. I understand that, after receiving notification of
the withholding tax amount, I must immediately remit to the
Company a check or money order payable to “Imperial Holdings,
Inc.” for that amount. I understand that the Company will
not process my option exercise until it receives the check or
money order covering the withholding tax amount due.





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ACKNOWLEDGEMENT AND SIGNATURE



Prior to receipt of the Shares exercised in accordance with this Notice, I acknowledge that I have
received a copy of the Plan and the prospectus for the Plan.




	 	 	 	 	 	 	 	 	 

	Signature:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 





FOR COMPANY USE ONLY:




Received by the Company on                     
                                                                                                    .





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