EXHIBIT 99.2
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT FOR
THE 1996 AMENDED AND RESTATED STOCK OPTION PLAN FOR
MATRIX CAPITAL CORPORATION
A Director Nonqualified Stock Option (the "Option") for a total
of ________________ (____) shares (the "Shares") of common stock, par
value $0.0001 per share (the "Common Stock"), of Matrix Bancorp, Inc.
(the "Company"), is hereby granted to
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(the "Optionee") pursuant to the terms of this Option Agreement (the "Option
Agreement") and in all respects subject to the terms, definitions and provisions
of the 1996 Amended and Restated Stock Option Plan of Matrix Capital Corporation
(the "Plan"), which is incorporated herein by reference.
Section 1. Exercise Price. The exercise price is $_________ for each
Share.
Section 2. Exercise of the Option. The Committee (as defined in the
Plan) may in its sole discretion accelerate the date on
which any Option may be exercised. Notwithstanding the
foregoing, but subject to Section 7(a), this Option shall
become fully exercisable upon the occurrence of certain
significant corporate events described in Section 7(d) of
the Plan. The Option shall be exercisable in accordance with
the provisions of the Plan, as follows:
(a) Schedule of Rights to Exercise.
(i) ___ shares after _________________.
(ii) ___ shares after _________________.
(b) Method of Exercise. Option shall be deemed
exercised when:
(i) the Company has received written notice
of such exercise, including the number
of Shares that are being exercised,
delivered to the Company in accordance
with the notice provisions herein,
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,
accompanied by proof, satisfactory to
the Company, of the right of such person
or persons to exercise the Option;
(ii) full payment of the aggregate exercise
price of the Shares purchased by the
exercising of the Option has been
tendered to the Company; and
(iii) arrangements that are satisfactory to
the Committee, in its sole discretion,
have been made for the Optionee's
payment to the Company of the amount, if
any, that the Company has determined to
be necessary for the Company to withhold
in accordance with applicable federal or
state income tax withholding
requirements.
(c) Payment.The exercise price of any shares purchased
shall be paid solely in cash, by certified or
cashier's check, by money order, by personal
check, with already owned shares of Common Stock
of the Company or by a combination of the above
delivered to the Company, and their 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, such
Common Stock shall be valued at its Fair Market
Value (as defined in the Plan) on the date of
exercise. Any Common Stock delivered in
satisfaction of all or a portion of the exercise
price shall be appropriately endorsed for transfer
and assignment to the Company.
(d) Restrictions on Exercise.
(i) 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
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.
(ii) Shares issued upon the exercise of this
Option without registration of such
shares under the Securities Act of 1933,
as amended (the "Act"), shall be
restricted securities subject to the
terms of Rule 144 under the Act. The
certificates representing any such
shares shall bear an appropriate legend
restricting transfer and the transfer
agent of the Company shall be given
instructions to stop the transfer of
such Shares.
(e) Surrender of Option. Upon exercise of this Option
in part, if requested by the Company, the Optionee
shall deliver this Option Agreement and any other
written agreements executed by the Company and the
Optionee with respect to this Option to the
Company, and the Company shall endorse or cause to
be endorsed thereon a notation of such exercise
and return all agreements to the Optionee.
Section 3. 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 is subject to earlier termination as provided in
Section 8 of the Plan. In addition, this Option is subject
to cancellation by the Committee upon a significant
corporation event as provided in Section 8(b) of the Plan.
This Option may be exercised during such times only in
accordance with the Plan and the terms to this Option
Agreement.
Assignability of Option. This Option may not be transferred
Section 4. or assigned by the Optionee otherwise than by will or the
laws of descent and distribution.
Section 5. Issuance of Shares. No person shall be, nor have any rights
or privileges of, a shareholder of the Company with respect
to any of the Shares subject to an Option unless and until
certificates representing such Shares have been issued and
delivered to such person. As a condition of any issuance of
a stock certificate for shares, the Committee may obtain
such agreements or undertakings, if any, as it may deem
necessary or advisable to assure compliance with any
provision of this Option Agreement or any law or regulation,
including, but not limited to, the following:
(a) a representation and warranty by the Optionee to
the Company, at the time his/her Option is
exercised, that he/she is acquiring the shares to
be issued to him/her for investment and not with a
view to, or for sale in connection with, the
distribution of any such Shares; and
(b) a representation, warranty or agreement to be
bound by any legends that are, in the opinion of
the Committee, necessary or appropriate to comply
with the provisions of any securities law deemed
by the Committee to be applicable to the issuance
of the Shares, and are endorsed upon the
certificates representing the Shares.
Section 6. Adjustments. The number of Shares and the exercise price per
Share are subject to certain adjustment provisions described
in Section 9 of the Plan.
Section 7. Government Regulations. The granting and exercise of this
Option and the obligation of the Company to sell and deliver
shares under such Option, shall be subject to all applicable
laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as
may be required.
Section 8. Law Governing. THIS OPTION IS INTENDED TO BE PERFORMED IN
THE STATE OF COLORADO AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE.
Section 9. Notices. All notices and other communications that are
required to be or may be given under this Option Agreement
shall be in writing and shall be deemed to have been duly
given when delivered in person, transmitted by confirmed
telecopy, upon receipt after dispatch by courier or by
certified or registered mail, postage prepaid, to the party
to whom the notice is given. Notices shall be given at the
address under the signature of the appropriate party to this
Option Agreement or to such other address as such party may
designate by giving notice to the other party to this Option
Agreement.
Date of Grant: MATRIX BANCORP, INC.
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By:_______________________________
Name: T. Xxxxx XxXxxxxxx
Title: Sr. Vice President, General Counsel
Address:
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Optionee acknowledges receipt of a copy of the Plan, and represents that
he/she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all the terms and provisions of the Plan and this Option
Agreement. 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 arising under the Plan.
By: ____________________________________
_______________, Optionee
Address:
______________________________
______________________________
______________________________
Dated: __________________
