Exhibit 10.2
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MAXCOR FINANCIAL GROUP INC.
2002 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
Name of Optionee: [Name of Director]
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Optioned Shares: ____________ (_____) shares of the common
--------------- stock, $.001 par value, of Maxcor Financial
Group Inc. ("Shares")
Per Share Option Price: $_______
----------------------
Option Grant Date: _________________, 2004
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Date Stock Option
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Becomes Exercisable: _____ Shares, on _______________, 200__
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_____ Shares, on ________________, 200__
Termination Date: _____________, 2014 (or upon such earlier
---------------- date as specified in the Plan in the event
of an earlier termination of employment)
Page 36 of 51 Pages
This Stock Option Agreement (this "Agreement") is executed and
delivered as of the Option Grant Date by and between Maxcor Financial Group Inc.
(the "Company") and the Optionee, currently a non-employee director of the
Company. The Optionee and the Company hereby agree as follows:
1. The Company, pursuant to the Company's 2002 Stock Option Plan, as
amended (the "Plan"), which is incorporated herein by reference, and
subject to the terms and conditions thereof, hereby grants to the
Optionee an option to purchase the Optioned Shares (the "Option") at
the Per Share Option Price.
2. The Option granted hereby is a nonqualified stock option.
3. The Option granted hereby shall terminate, subject to the provisions of
the Plan, no later than at the close of business on the Termination
Date.
4. The Optionee shall comply with and be bound by all the terms and
conditions contained in the Plan.
5. Payment by the Optionee of the aggregate Per Share Option Price may be
made (i) in cash and/or (ii) if at the time of exercise the Optionee is
still subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934 (the "Exchange Act"), through the
surrender of Shares previously acquired and owned by the Optionee for
at least six (6) months and having a Fair Market Value (as defined in
the Plan) equal to the portion of the aggregate Per Share Option Price
being paid thereby. In addition, if in existence and maintained at the
time of exercise, such payment may be made through a cashless exercise
procedure established by the Company with a broker-dealer. Exercises in
cash shall be made by wire transfer or certified or official bank check
or, with the consent of an authorized officer of the Company, by
personal check.
6. Options granted hereby shall not be transferable except (i) by will or
the laws of descent and distribution, or (ii) as specifically provided
in this Section 6. The Optionee may transfer nonqualified stock options
to members of his or her Immediate Family (as defined below) if the
Optionee does not receive any consideration for the transfer and the
transferee agrees to be bound by this Agreement. "Immediate Family"
means children, grandchildren and spouse of the Optionee or one or more
trusts for the benefit of such family members or partnerships in which
such family members are the only partners. During the lifetime of the
Optionee, the Option may be exercised only by the Optionee, the
guardian or legal representative of the Optionee, or a permitted
transferee under this Section 6 (such persons, together with any
beneficiaries and the estate of the Optionee, the "Permitted
Transferees").
7. Notwithstanding any provision to the contrary contained herein or in
the Plan, if the Optionee is removed as a director of the Company for
cause or if, during the period of the Optionee's service as a director
of the Company (or any period after such service in which the
Page 37 of 51 Pages
exercisability of the Option continues), the Optionee engages in
Injurious Conduct (as herein defined) then, unless otherwise determined
by the Compensation Committee of the Company's Board of Directors (the
"Committee"), all outstanding Options held by the Optionee (and/or, if
applicable, any Permitted Transferees) as of the date of such removal
or the discovery of such conduct shall terminate and be forfeited.
"Injurious Conduct" for purposes of this Agreement shall mean
(i) the Optionee's fraud, misappropriation or dishonesty in connection
with Optionee's service as a director, (ii) conduct by the Optionee
that is in material competition with the Company or any subsidiary or
(iii) conduct by the Optionee that breaches Optionee's duty of loyalty
to the Company or any subsidiary or that is materially injurious
(monetarily or otherwise) to the Company or any subsidiary.
8. If the Optionee is resident in the United States, payment of the
minimum federal, state, local or other taxes related to the exercise by
the Optionee of the Option granted hereby may be satisfied, if at the
time of exercise the Optionee is still subject to the reporting
requirements of Section 16(a) of the Exchange Act, by the Optionee
surrendering to the Company a number of Shares previously acquired and
owned by the Optionee for at least six (6) months and having a Fair
Market Value equal to such minimum tax withholding requirement.
9. The obligation of the Company to sell and deliver any Shares under the
Option is specifically subject to all applicable laws, rules,
regulations and governmental and stockholder approvals. Nothing herein
shall require the Company to effect registration of any Shares under
either federal or state securities laws.
10. Any notice by the Optionee to the Company hereunder shall be in writing
and shall be deemed duly given only upon receipt thereof by the Company
(Attn: General Counsel) at its principal offices. Any notice by the
Company to the Optionee shall be in writing and shall be deemed duly
given if mailed to the Optionee at the address last specified to the
Company by the Optionee.
11. The validity and construction of this Agreement shall be governed by
the laws of the State of Delaware.
12. This Agreement shall inure to the benefit of and be binding upon the
Optionee and the heirs, executors and Permitted Transferees, if any, of
the Optionee.
13. This Agreement shall not become effective unless and until
countersigned by the Optionee and returned to the Company.
Page 38 of 51 Pages
This Agreement is made under and subject to the provisions of the Plan,
and all of the provisions of the Plan are also provisions of this Agreement. If
there is a difference or conflict between the provisions of this Agreement and
the provisions of the Plan, the provisions of the Plan will govern, provided
that no provisions of the Plan shall be deemed an enlargement of any benefits or
rights of the Optionee under this Agreement. By signing this Agreement, the
Optionee accepts and agrees to all of the foregoing terms and provisions and to
all of the terms and provisions of the Plan incorporated herein by reference and
confirms that he or she has received a copy of the Plan and the related
prospectus.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized representative and the Optionee has hereunto set
his or her hand as of the Option Grant Date.
MAXCOR FINANCIAL GROUP INC.
By:
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Xxxxxxx X. Xxxxxx
President
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[Name of Optionee]
Page 39 of 51 Pages
