EXHIBIT 2
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PACIFIC SECURITIZATION INC.
STOCK OPTION GRANT
FOR SHARES OF
TIS MORTGAGE INVESTMENT COMPANY
STOCK OPTION AGREEMENT
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This STOCK OPTION AGREEMENT, dated as of December 28, 1999 ( the "Grant
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Date"), is between PACIFIC SECURITIZATION INC. ("PSI"), and J. XXXXX XXXXXXX
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(the "Optionee).
WHEREAS, PSI desires to afford the Optionee an opportunity to purchase
shares of common stock of TIS Mortgage Investment Company ("TISMIC") as
hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Grant of Option. PSI hereby grants to the Optionee the right and
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option (the "Option") to purchase all or any part of an aggregate of 65,000
shares of common stock of TISMIC, par value $0.001 per share, presently owned
by PSI. The Option is in all respects limited and conditioned as hereinafter
provided.
2. Purchase Price. The purchase price of the common shares covered
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by the Option shall be $0.10 per common share. This purchase price shall be
reduced (but not below 50% of the amount in the preceding sentence) by the
amount of cash dividends per common share declared and paid by TISMIC between
the Grant Date and the date the Option is exercised.
3. Term. Unless earlier terminated, this Option shall expire on
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December 27, 2009 (the "Expiration Date"), which date is not more than 10 years
from the Grant Date. This Option shall not be exercisable on or after the
Expiration Date.
4. Method of Exercising Option. (a) This Option may be exercised by
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written notice to PSI at its principal office. Such notice (a suggested form of
which is attached) shall state the election to exercise the Option and the
number of common shares with respect to which it is being exercised, be signed
by the person or persons so exercising the Option, and be accompanied by payment
of the full Option price for such common shares. The Option price shall be paid
to PSI in cash, or by certified check, bank draft or postal or express money
order.
(b) Upon receipt of such notice and payment, PSI shall deliver a
certificate or certificates representing the common shares with respect to which
the Option is so exercised. Such certificate(s) shall be registered in the name
of the person or persons so
exercising the Option (or, if the Option is exercised by the Optionee and if the
Optionee so requests in the notice exercising the Option, shall be registered in
the name of the Optionee and the Optionee's spouse, jointly, with right of
survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising the Option. In the event the Option is
exercised by any person or persons after the death or disability of the
Optionee, the notice shall be accompanied by appropriate proof of the right of
such person or persons to exercise the Option.
5. Common Shares to be Purchased for Investment. Optionee
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understands and acknowledges that the shares covered by the Option have never
been, and in the future may not be, registered under the Securities Act of 1933
and that, as a consequence, those shares are not freely tradable. If and after
Optionee exercises all or any portion of the Option, he will therefore have to
bear the risk of his investment for an unknown period of time. Optionee
understands and agrees that he will not be able to resell or otherwise transfer
any of those shares or any interest in any of those shares unless the shares are
so registered for resale or Optionee obtains a written opinion of counsel,
satisfactory to PSI and TISMIC, to the effect that Optionee may resell the
shares or otherwise transfer an interest in the shares. PSI, TISMIC or both may
require that any person exercising any portion of the Option provide
satisfactory assurances that all shares acquired under the Option are being
acquired for investment for Optionee's account and not with a view to
distribution. Certificates representing the shares may be legended accordingly.
6. Non-Transferability of Option. Notwithstanding Section 4(b), this
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Option is not assignable or transferable, in whole or in part, by the Optionee
other than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, the Option shall be exercisable only by the Optionee
or, in the event of his disability, by his legal representative.
7. Governing Law. This Option Agreement shall be construed in
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accordance with, and its interpretation shall be governed by, California law.
IN WITNESS WHEREOF, PSI has caused the Stock Option Agreement to be
duly executed by its duly authorized officers, and the Optionee has hereunto set
his hand, all on the day and year first above written.
ATTEST: PACIFIC SECURITIZATION INC.
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxxx X. Xxxx
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Witness President and Chief Executive Officer
/s/ Xxxxxxxx X. Starrit /s/ J. Xxxxx Xxxxxxx
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Witness J. Xxxxx Xxxxxxx
PACIFIC SECURITIZATION INC.
Notice of Exercise of Stock Option
I hereby exercise the stock option granted to me pursuant to a Stock
Option Agreement dated as of ____________, by PACIFIC SECURITIZATION INC. for
the purchase of shares in TIS Mortgage Investment Company, with respect to the
following number of shares of TIS Mortgage Investment Company's common stock,
par value $0.001 per common share, covered by said option:
Number of Common Shares to be purchased ___________
Option price per Common Share $__________
Total Option Price $__________
Enclosed is cash or my check, bank draft or postal or express money order in the
amount of $________________ in full payment for such Common Shares.
Please have the certificate or certificates representing the purchased
Common Shares registered in the following name or names : *
and sent to: _________________________.
DATED: , 19___.
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Optionee's Signature
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* Certificates may be registered in the name of the Optionee alone or in the
joint names (with right of survivorship) of the Optionee and his or her spouse.
