EXHIBIT 4.1.2. NONQUALIFIED STOCK OPTION AGREEMENT
FIRST ALLIANCE CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement ("Option Agreement") is between
First Alliance Corporation, a Delaware corporation (the "Company"), and the
individual named in Section 1 below (the "Optionee").
W I T N E S S E T H:
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WHEREAS, the Company has adopted the First Alliance Corporation 1996 Stock
Incentive Plan (the "Plan") for the purpose of encouraging ownership of the
Class A Common Stock, $.01 par value ("Common Stock"), of the Company by
eligible key employees, directors and independent contractors of the Company,
including any of its subsidiaries, of providing increased incentive for such
persons to render services and to exert maximum effort for the business
success of the Company, and of further strengthening the identification of
such persons with the stockholders; and
WHEREAS, the Company, acting through the Stock Incentive Committee of its
Board of Directors (the "Committee") and through its stockholders, has
determined that its interests will be advanced by the issuance to Optionee of
a non-qualified stock option under the Plan.
NOW, THEREFORE, for and in consideration of these premises it is agreed as
follows:
1. IDENTIFYING PROVISIONS: As used in this Option Agreement, the following
terms shall have the following respective meanings:
(a) Optionee: __________________
(b) Date of Grant: _____________ ("Date of Grant")
(c) Number of shares subject to Option Agreement: ___________
(d) Exercise Price per share: $__________ ("Exercise Price")
(e) Expiration Date: __________ ("Expiration Date")
2. OPTION. Subject to the terms and conditions contained herein and to
stockholder approval of the Plan, the Company hereby grants to Optionee the
right and option ("Option") to purchase from the Company up to that number of
shares of its Common Stock specified in Section 1(c) of this Option
Agreement, at a price per share equal to the Exercise Price specified in
Section 1(d) of this Option Agreement. This Option is not intended to
qualify as an incentive stock option under Section 422 of the Internal
Revenue Code, as amended (the "Code"). The Plan has been approved by the
Company's stockholders.
3. OPTION PERIOD. The Option herein granted may not be exercised, and is
not exercisable, after the Expiration Date specified in Section 1(e) of this
Option Agreement. This Option shall not be exercisable on the Date of Grant,
but, subject to such further terms and limitations set forth herein, shall
become fully exercisable upon the expiration of six months after the Date of
Grant (the "Vesting Date")
4. PROCEDURE FOR EXERCISE. The Option herein granted may be exercised by
written notice by Optionee to the Secretary of the Company setting forth the
number of shares of Common Stock with respect to which the Option is to be
exercised, and specifying such further information regarding delivery of such
shares as the Secretary of the Company may reasonably request. Payment shall
be by means of (i) cash, or a cashier's check or bank draft, payable to the
order of the Company, (ii) a commitment from a brokerage firm acceptable to
the Secretary of the Company to pay the aggregate Exercise Price from
proceeds of a sale of Common Stock issuable upon exercise of the Option,
(iii) at the option of the Optionee, in Common Stock theretofore owned by
such Optionee for at least six months, or (iv) a combination of cash,
cashier's check or bank draft and Common Stock. As promptly as practicable
after exercise of this Option, the Company shall issue or cause to be issued
to Optionee the number of shares of Common Stock with respect to which the
Option has been so exercised. The Option may not be exercised with respect
to less than 25 shares.
5. TRANSFERABILITY. This Option shall not be transferable by Optionee
otherwise than by Optionee's will or by the laws of descent and distribution,
or pursuant to a domestic relations order, as defined in the Code or in Title
I of the Employee Retirement Income Security Act, or the rules thereunder.
Except pursuant to the terms of such a domestic relations order, during the
lifetime of Optionee the Option shall be exercisable only by him. Any heir
or legatee of Optionee shall take rights under this Option subject to the
terms and conditions of this Option Agreement. No such transfer of rights
and obligations under this Option Agreement to heirs or legatees of Optionee,
or other transferees pursuant to a domestic relations order, shall be
effective to bind the Company unless the Company shall have been furnished
with written notice thereof and a copy of such evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance
and assumption by the transferee or transferees of the obligations of the
Optionee and of the other terms and conditions hereof.
6. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a stockholder
with respect to any shares of Common Stock covered by this Option Agreement
until the date of issuance of shares of Common Stock purchased pursuant to
this Option Agreement. Until such time, Optionee shall not be entitled to
dividends or to vote at meetings of the stockholders of the Company. Except
as provided in paragraph 9 hereof, no adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash or securities or other property)
paid or distributions or other rights granted in respect of any share of
Common Stock for which the record date for such payment, distribution or
grant is prior to the date upon which the Optionee shall have been issued
share certificates, as provided herein above.
7. ADJUSTMENTS. If the outstanding shares of Common Stock are increased,
decreased or exchanged for or converted into cash, property or a different
number or kind of shares or securities, or if cash, property or shares or
securities are distributed in respect of such shares of Common Stock, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split, spin-off or the like, or if substantially all of the property
and assets of the Company are sold, then, unless the terms of such
transaction shall provide otherwise, the Committee shall make appropriate and
proportionate adjustments in the number and type of shares or other
securities or cash or other property that may be acquired pursuant to the
Option and the exercise or settlement price of the Option to the extent
permitted by Section 162(m) of the Code.
8. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any shares
pursuant to the exercise of the Option herein granted, Optionee (or any
person acting under paragraph 6 of this Agreement) shall enter into such
written representations, warranties and agreements as the Company may
reasonably request in order to comply with applicable securities laws or with
this Option Agreement.
9. COMPLIANCE WITH LAWS. Notwithstanding any of the other provisions
hereof, Optionee agrees not to exercise the Option granted hereby, and that
the Company will not be obligated to issue any shares pursuant to this Option
Agreement, if the exercise of the Option or the issuance of such shares of
Common Stock would constitute a violation by the Optionee or by the Company
of any provision of any law or regulation of any governmental authority. The
certificates representing the shares of Common Stock acquired pursuant to
exercise of the Option will be stamped or otherwise imprinted with legends in
such form as the Company or its counsel may require with respect to any
applicable restrictions on sale or transfer and the stock transfer records of
the Company will reflect stop-transfer instructions with respect to such
shares.
10. WITHHOLDING OF TAX. If the Company becomes obligated to withhold an
amount on account of any tax imposed as a result of the exercise of the
Option, including, without limitation, any federal, state, local or other
income tax, or any F.I.C.A., state disability insurance tax or other
employment tax, the Optionee shall be obligated, as of the first date on
which the Company is so obligated, to pay such amounts to the Company in cash
or check, or other property acceptable to the Secretary of the Company in his
sole discretion; and, if the Optionee fails to make such payment as and when
due, the Company is hereby authorized by the Optionee (i) to withhold from
any payments then or thereafter payable to the Optionee, any such amounts,
and (ii) to refuse to issue or transfer any shares otherwise required to be
issued or transferred pursuant to the terms hereof until all such amounts
have been paid. The Committee may, in its sole discretion, allow the
Optionee to pay any such amounts through the surrender of whole shares of
Common Stock or by having the Company withhold whole shares of Common Stock
otherwise issuable upon the exercise of this Option. Any such shares
surrendered or withheld shall be valued at their market value, determined by
such method as the Secretary of the Company in his sole discretion shall
determine, and have a market value, as of the date on which the amount of tax
to be withheld is determined, which is equal to the sums required to be
withheld.
11. RESOLUTION OF DISPUTES. As a condition of the grant of the Option
hereby and of the ability to exercise the Option, the Optionee and his heirs
and successors agree that any dispute or disagreement which may arise
hereunder shall be determined by the Committee in its sole discretion and
judgment, and that any such determination and any interpretation by the
Committee of the terms of this Option Agreement shall be final and shall be
binding and conclusive, for all purposes, upon the Company, the Optionee and
his or her heirs, successors and personal representatives.
12. NOTICES. Every notice hereunder shall be in writing and shall
conclusively be deemed to be given only if given by personal delivery, by
courier or by registered or certified mail. All notices of the exercise of
any Option hereunder shall be directed to First Alliance Corporation, 00000
Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000, Attention: Corporate
Secretary. Any notice given by the Company to Optionee directed to
Optionee's address on file with the Company shall be effective to bind him
and any other person who shall have acquired rights hereunder. The Company
shall be under no obligation whatsoever to advise Optionee of the existence,
maturity or termination of any of Optionee's rights hereunder and Optionee
shall be deemed to have familiarized him- or herself with all matters
contained herein and in the Plan which may affect any of Optionee's rights or
privileges hereunder.
13. CONSTRUCTION AND INTERPRETATION. Whenever the term "Optionee" is used
herein under circumstances applicable to any other person or persons to whom
this award, in accordance with the provisions of paragraph 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons. References to the masculine gender herein also include the feminine
gender for all purposes. This Option Agreement shall be administered,
interpreted and enforced under the laws of the State of Delaware, without
regard to its choice of law provisions.
14. AGREEMENT SUBJECT TO PLAN. This Option Agreement is subject to the Plan
(including any subsequent amendments thereto). In the event of a conflict
between any term or provision contained herein and a term or provision of the
Plan, the applicable terms and provisions of the Plan will govern and
prevail. All definitions of words and terms contained in the Plan shall be
applicable to this Option Agreement.
15. BINDING EFFECT. This Option Agreement shall be binding upon and inure
to the benefit of any successors to the Company.
IN WITNESS WHEREOF, this Option Agreement has been executed as of
_______________, 199__.
FIRST ALLIANCE CORPORATION
By:___________________________
OPTIONEE
______________________________
