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NON-INCENTIVE STOCK OPTION AGREEMENT FOR THE
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS OF
KBK CAPITAL CORPORATION
A Non-Incentive Stock Option for a total of Five Thousand (5,000) shares
of Common Stock, par value one cent ($0.01) per share, of KBK Capital
Corporation (the "Company"), is hereby granted to
XXXXXX X. XXXXXX
(the "Optionee") at the price determined as provided in, and in all respects
subject to the terms, definitions, and provisions of, the 1994 Stock Option Plan
for KBK Capital Corporation (the "Plan").
I. OPTION PRICE. The Option Price is the mean market price (Fair
Market Value) on May 7, 1997, or $ 5.00 per share.
II. EXERCISE OF OPTION. This Option shall be exercisable in
whole or in part on or after the expiration of six months
from the Date of Grant.
A. METHOD OF EXERCISE. This option shall be exercisable by a
written notice delivered to the Company which shall
1. State the election to exercise the Option and the number
of shares in respect of which it is being exercised; and
2. 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 the Company, of the right of such
person or persons to exercise the Options.
B. PAYMENT. Payment of the purchase price of any shares with
respect to which this Option is being exercised shall be by
cash, certified or bank cashier's check, money order, shares
of Common Stock of the Company, or by a combination of the
above, delivered to the Company and the exercise shall not
be effective until such payment is made. If the exercise
price is paid in whole or in part with shares of Common
Stock of the Company the value of the shares surrendered
shall be their Fair Market Value on the date received by the
Company. 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.
C. WITHHOLDING. The option shall make arrangements satisfactory to the
Committee in its sole discretion for the Optionee's payment to the
Company of the amount, if any, that the Committee determines to be
necessary for the Company to withhold in accordance with applicable
federal or state income tax withholding requirements.
D. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a
violation of any applicable federal or state
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Non-Incentive Stock Option Agreement for
1994 Stock Option Plan
KBK CAPITAL CORPORATION Page 2
securities or other law or valid regulation. As a condition to the
exercise of this Option, the Company may require the person
exercising this Option to make any agreements and undertakings that
may be required by any applicable law or regulation.
III. NONTRANSFERABILITY OF OPTION. This Option may not be
transferred by the Optionee otherwise than by will or the
laws of decent and distribution and so long as the Optionee
lives, only such Optionee or his guardian or legal
representative shall have the right to exercise this Option.
The terms of this Option shall be binding upon the
executors, administrators, heirs, successors, and assigned
of the Options.
IV. TERM OF OPTION. This option may not be exercised after the
expiration of ten (10) years from the Date of Grant of this Option
and its subject to earlier termination as provided in this Plan.
This Plan may be exercised during such times only in accordance
with the Plan and the terms of this Option.
Date of Grant: May 7, 1997
KBK CAPITAL CORPORATION
By: /s/
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XXXXXX X. XXXXX
Executive Vice President and
Chief Financial Officer
Optionee hereby accepts this option subject to all the terms and
provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee (as defined in the
Plan) upon any questions under the Plan.
/s/
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XXXXXX X. XXXXXX, Optionee
