EXHIBIT 99.4
COMMERCIAL FEDERAL CORPORATION
2002 STOCK OPTION AND INCENTIVE PLAN
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Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
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On the date of grant specified below, the Stock Option Committee of
Commercial Federal Corporation (the "Company") hereby grants to _______________
(the "Optionee") a total of _______ Stock Appreciation Rights (SARs), subject to
the terms and conditions set forth in the Commercial Federal Corporation 2002
Stock Option and Incentive Plan (the "Plan") (a copy of which is available to
the Optionee upon request). The terms and conditions of the Plan are
incorporated herein by reference.
(a) The exercise price is $________ per each share, such price being 100%
of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this option.
(b) The SAR shall be exercisable to the extent permitted in the Plan.
(c) The SAR shall be accepted for surrender by the Optionee in
consideration for the payment by the Company of an amount equal to the excess of
the fair market value on the date of exercise of the shares of Common Stock
subject to such SAR over the exercise price specified in paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common Stock owned for
more than six months or in cash as provided in the Plan.
(e) The SAR is nontransferable, except in accordance with Section 13 of the
Plan.
(f) The SAR may be exercised only in accordance with Sections 8 and 0 of
the Plan, and only when there is a positive spread, i.e., when the market price
of the Common Stock subject to the SAR exceeds the exercise price of the SAR.
(g) In the event of any inconsistency or conflict between this Agreement
and the Plan, the Plan shall be controlling and supercede any conflicting or
inconsistent provision of the Agreement.
COMMERCIAL FEDERAL CORPORATION
2002 STOCK OPTION AND INCENTIVE PLAN
COMMITTEE
By:_____________________________________
Date of Grant: ATTEST:
___________________________ ________________________________________
