Exhibit 99.3
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
COMMERCIAL FEDERAL CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of ___________ shares of Common Stock, par
value $.01 per share, of Commercial Federal Corporation (the "Company") is
hereby granted to _____________ (the "Optionee") at the price set forth
herein, and in all respects subject to the terms, definitions and
provisions of the Commercial Federal Corporation 1996 Stock Option and
Incentive Plan (the "Plan") which has been adopted by the Company and which
is incorporated by reference herein, receipt of which is hereby
acknowledged. Such Stock Options do not comply with Options granted under
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Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
1. Option Price. The option price is $____________ for each share.
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2. Exercise of Option. This Option shall be exercisable in
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accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
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Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
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Upon Grant
1 year but less than 2 years
2 years but less than 3 years
3 years but less than 4 years
4 years but less than 5 years
5 years or More
(ii) Method of Exercise. This Option shall be exercisable by a
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written notice which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name
the stock certificate or certificates for such shares of Common Stock
is to be registered, his address and Social Security Number (or if
more than one, the names, addresses and Social Security Numbers of
such persons);
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(b) contain such representations and agreements as to the holders'
investment intent with respect to such shares of Common Stock as may
be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such
combination of cash and Common Stock as the Optionee elects. The
certificate or certificates for shares of Common Stock as to which the
Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(iii) Restrictions on exercise. The Option may not be exercised if
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the issuance of the shares upon such exercise would constitute a violation
of any applicable federal or state securities or other law or valid
regulation. As a condition to his exercise of this Option, the Company may
require the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the
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Option or any installment thereof will not be effective, and no shares will
become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be required
of the Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
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transferred in any manner otherwise than by will or the laws of descent or
distribution. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.
Notwithstanding any other terms of this agreement, to the extent
permissible under Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, this Option may be transferred to the Optionee's spouse, lineal
ascendants, lineal descendants, or to a duly established trust, provided
that such transferee shall be permitted to exercise this Option subject to
the same terms and conditions applicable to the Optionee.
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5. Term of Option. This Option may not be exercisable for more than
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ten years from the date of grant of this Option, as set forth below, and
may be exercised during such term only in accordance with the Plan and the
terms of this Option.
COMMERCIAL FEDERAL CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN
COMMITTEE
By
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Date of Grant
Attest (Seal)
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NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
COMMERCIAL FEDERAL CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN
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Date
Treasurer
Commercial Federal Corporation
0000 Xxxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Re: Commercial Federal Corporation 1996 Stock Option and Incentive Plan
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Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock Option to
purchase ___________ shares, par value $.01, of Common Stock of Commercial
Federal Corporation under and pursuant to a Stock Option Agreement dated
________________, 199__.
Delivered herewith is a certified or bank cashier's or tellers check
and/or shares of Common Stock, valued at the fair market value of the stock
on the date of exercise, as set forth below.
________$of cash or check
________ ____ shares of Common Stock, valued at $____ per share
$ Total
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The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person is as follows:
Name
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Address
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Social Security Number
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Very truly yours,
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