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EXHIBIT 10.41
[T&W FINANCIAL CORPORATION AND AFFILIATED COMPANIES LETTERHEAD]
STOCK OPTION LETTER AGREEMENT
To: Xxxxxxx X. XxXxxxxx, Xx.
From: Xxxxxx X. Xxxxx, President
Re: T & W Financial Corporation Stock Option Plan
Date: June 30, 1996
Subject to the terms and conditions set forth below, and in partial
consideration of your employment by T&W Financial Corporation (the "Company"),
you are hereby granted a non-qualified stock option for the purchase of up to 3%
of the shares of the Company's common stock at an exercise price equal to two
(2) times the book value of the Company as of June 30, 1996.
Term: The term of the option is ten (10) years from the date of this
Agreement and therefore, to the extent not exercised, will automatically
terminate on June 30, 2006, unless sooner terminated.
Exercise: During your lifetime, only you can exercise the option. You
may use the Notice of Exercise of Stock Option in the form attached to this
Agreement when you exercise the option.
Payment for Shares: The option may be exercised by the delivery of cash,
bank certified or cashier's check. At the Company's discretion, all or part of
the required payment may be in the form of a promissory note, the terms of which
we must mutually agree upon.
Vesting and Termination: Your option is 100% vested and therefore, may
be exercised for up to three months following the termination of your employment
with the Company.
Transfer of Option: The option is not transferable except by will or by
the applicable laws of descent and distribution.
Taxation: The date of grant of this option is June 30, 1996. You should
obtain tax advice when exercising your option and before disposing of the
shares. The Company makes no representations concerning the tax effect of this
option or the subsequent exercise thereof.
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Xxxxxxx X. XxXxxxxx, Xx.
June 30, 1996
Page -2-
Please execute the Acceptance and Acknowledgment set forth below on the
enclosed copy of this Agreement and return it to the undersigned.
Very truly yours,
T & W FINANCIAL CORPORATION
/s/ XXXXXX X. XXXXX
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By: Xxxxxx X. Xxxxx
Its: President
TWP/jt
Encl.
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ACCEPTANCE AND ACKNOWLEDGMENT
I, as a resident of the state of Washington, accept the nonqualified
stock option described above and acknowledge receipt of a copy of this
Agreement.
Dated as of: June 30, 1996.
/s/ Xxxxxxx X. XxXxxxxx, Xx.
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Xxxxxxx X. XxXxxxxx, Xx.
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NOTICE OF EXERCISE OF STOCK OPTION
To: Xxxxxx X. Xxxxx, President
I, as a resident of the State of Washington, hereby exercise my stock
option granted by the Board of Directors of T&W Financial Corporation (the
"Company") pursuant to the Consent Resolution of the Board of Directors of the
Company dated June 30, 1996, and notify the Company of my desire to purchase the
number of shares of the Company that represents three percent (3%) of the common
stock of the Company as of June 30, 1996. I acknowledge that the exact number of
shares will be determined as soon as reasonably practicable. As stated in the
Consent Resolution, the exercise price shall be equal to two (2) times the book
value of the Company as of June 30, 1996.
I hereby represent that:
(a) the shares of Common Stock to be delivered to me pursuant to this
exercise are being acquired by me for my own account, for my own investment and
not with a view to resale or distribution;
(b) by virtue of my employment with the Company I am knowledgeable about
the Company's business, financial information and prospects, and as such, I am
capable of making an informed investment decision with regard to the Company;
and
(c) I am capable of bearing the risk of loss of my entire investment in
the Company.
Dated: July 3, 1997.
###-##-#### /s/ XXXXXXX X. XXXXXXXX, XX.
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Taxpayer I.D. Number Xxxxxxx X. XxXxxxxx, Xx.
Address: 0000-000xx Xxxxxx Xxx. X
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Xxxxxxxx, XX
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AMENDED AND RESTATED
NOTICE OF EXERCISE OF STOCK OPTION
To: Xxxxxx X. Xxxxx, President
The purpose of this instrument is to amend and restate the Notice of
Exercise of Option previously executed by the undersigned. I, as a resident of
the State of Washington, hereby exercise my stock option granted by the Board of
Directors of T&W Financial Corporation (the "Company"), and notify the Company
of my desire to purchase 2.55% of the total outstanding stock of T&W Financial
Corporation immediately prior to the closing of an initial public offering of
its common stock (i.e., 147,900 shares) (exclusive of shares sold pursuant to
the exercise of the Underwriters' over-allotment option as described in the
Company's Registration Statement on Form S-1 filed in connection with the
initial public offering). As stated in the Stock Option Letter Agreement, the
exercise price shall be equal to two (2) times the book value of the Company as
of June 30, 1996.
I hereby represent that:
(a) the shares of Common Stock to be delivered to me pursuant to this
exercise are being acquired by me for my own account, for my own investment and
not with a view to resale or distribution;
(b) by virtue of my employment with the Company I am knowledgeable about
the Company's business, financial information and prospects, and as such, I am
capable of making an informed investment decision with regard to the Company;
and
(c) I am capable of bearing the risk of loss of my entire investment in
the Company.
Dated as of August 15, 1997.
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Taxpayer I.D. Number Xxxxxxx X. XxXxxxxx, Xx.
Address: _____________________
______________________________
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