EXHIBIT 99.4
STANDARD PACIFIC CORP.
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
1997 STOCK INCENTIVE PLAN
This Incentive Stock Option Agreement ("Agreement") is made and entered
into as of the Date of Grant indicated below by and between Standard Pacific
Corp., a Delaware corporation (the "Company"), and the person named below as
Optionee.
WHEREAS, Optionee is an employee of the Company and/or one or more of its
subsidiaries; and
WHEREAS, pursuant to the Company's 1997 Stock Incentive Plan (the "1997
Plan") the Administrator (the "Administrator"), consisting at the election of
the Board of Directors of the Company (the "Board of Directors"), of either the
full Board of Directors or a committee of the Board of Directors, has approved
the grant to Optionee of an option to purchase shares of the Common Stock, par
value $.01 per share, of the Company (the "Common Stock"), on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties agree as follows:
1. Grant of Option; Certain Terms and Conditions. The Company grants to
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Optionee, and Optionee accepts, as of the Date of Grant indicated below, an
option (the "Option") to purchase the number of shares of Common Stock indicated
below (the "Option Shares") at the Exercise Price per share indicated below,
which Exercise Price shall not be less than the Fair Market Value (as defined
below) of the Option Shares on the Date of Grant. The Option shall expire at
5:00 p.m., Costa Mesa, California time, on the Expiration Date indicted below
and shall be subject to all of the terms and conditions set forth in this
Agreement.
Optionee:_________________________________________________________
Date of Grant: ___________________
Number of shares purchasable: ___________________
Exercise Price per share: $__________________
Expiration Date: ___________________
Vesting Rate: _____% on ___________________
_____% on ___________________
_____% on ___________________
_____% on ___________________
_____% on ___________________
2. Incentive Stock Option; Internal Revenue Code Requirements. The Option
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is intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code (the "Code"), as a result of which (a) the Expiration Date
shall not be more than 10 years after the Date of Grant, provided that if, on
the Date of Grant, Optionee owns (after application of the family and other
attribution rules of Section 425(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or its subsidiaries
(a "More-Than-10% Owner"), the Expiration Date shall not be more than 5 years
from the Date of Grant, (b) the Exercise Price per share shall not be less than
the Fair Market Value (as defined below) per share on the Date of Grant,
provided that if, on the Date of Grant, Optionee is a More-Than-10% Owner, then
the Exercise Price per share shall not be less than 110% of the Fair Market
Value per share on the Date of Grant, and (c) if the aggregate Fair Market Value
(determined as of the Date of Grant) of the shares of Common Stock with respect
to which the Option is exercisable for the first time by Optionee during any
calendar year (under the 1991 Employee Stock Incentive Plan, the 1997 Plan and
all other stock option plans of the Company and its subsidiaries) exceeds
$100,000, then such excess shares shall be treated as shares issued pursuant to
an Option that is not an incentive stock option described in Section 422 of the
Code, in accordance with Section 422(d) of the Code. The "Fair Market Value" of
a share of Common Stock or other security on any day shall be equal to the last
sale price, regular way, per share or unit of such other security on such day
or, in case no such sale takes place on such day, the average of the closing bid
and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the shares of Common
Stock or such other security are not listed or admitted to trading on the New
York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the shares of Common Stock or such other security
are listed or admitted to trading or, if the shares of Common Stock or such
other securities are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market as reported by
the National Association of Securities Dealers, Inc. automated quotations system
or such other system then in use or, if on any such date the shares of Common
Stock or such other security are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in shares of Common Stock or such other security
selected by the Board of Directors.
3. Acceleration and Termination of Option.
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(a) Termination of Employment.
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(i) Death or Permanent Disability. In the event that Optionee shall
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cease to be an employee of the Company or any of its subsidiaries (such event
shall be referred to herein as the "Termination" of Optionee's "Employment") by
reason of the death or Permanent Disability (as hereinafter defined) of
Optionee, then (A) the portion of the Option that has not vested on or prior to
the date of such death or Permanent Disability shall terminate on such date and
(B) the remaining vested portion of the Option shall be exercisable by Optionee
or, in the event of death,
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the person or persons to whom Optionee's rights under the option shall have
passed by will or by the applicable laws of descent or distribution, and shall
terminate on the first anniversary of the date of such Termination of
Employment. "Permanent Disability" shall mean the inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months. The Optionee shall not be deemed to have a Permanent Disability until
proof of the existence thereof shall have been furnished to the Administrator in
such form and manner, and at such times, as the Administrator may require. Any
determination by the Administrator that Optionee does or does not have a
Permanent Disability shall be final and binding upon the Company and Optionee.
(ii) Termination for Cause. If Optionee's Employment is Terminated
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for cause, then (A) the portion of the Option that has not vested on or prior to
the date of such Termination of Employment shall terminate on such date and (B)
the remaining vested portion of the Option shall terminate one (1) month from
the date of such Termination of Employment.
(iii) Other Termination. If Optionee's Employment is Terminated
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for any reason other than those enumerated in (i) and (ii) of this Section 3(a),
then (A) the portion of the Option that has not vested on or prior to the date
of such Termination of Employment shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate three (3) months from the
date of such Termination of Employment.
(b) Death Following Termination of Employment. Notwithstanding anything to
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the contrary in this Agreement, if Optionee shall die at any time after the
Termination of his or her Employment and prior to the Expiration Date, then the
remaining vested but unexercised portion of the Option shall terminate on the
earlier of the Expiration Date or the first anniversary of the date of such
death.
(c) Acceleration of Option Upon a Change of Control. The Administrator, in
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its sole discretion, may accelerate the exerciseability of the Option at any
time and for any reason. In addition, the option shall fully vest with respect
to all Option Shares immediately prior to a Change of Control (as hereinafter
defined), provided that no such vesting shall occur (i) in the case of a Change
of Control of the type described in (B) or (C) below, if a two-thirds majority
of the members of the Company's Board of Directors affirmatively recommends such
Change of Control to the Company's stockholders prior to its occurrence, or (ii)
in the case of a Change of Control of the type described in (A) or (E) below, if
a two-thirds majority of the Company's Board of Directors approves such Change
of Control prior to its occurrence. A "Change of Control" shall mean the first
to occur of the following events:
(A) any date upon which the directors of the Company who were
nominated by the Board of Directors for election as directors cease to
constitute a majority of the directors of the Company;
(B) a reorganization, merger or consolidation of the Company the
consummation of which results in the outstanding securities of any class then
subject to the
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Option being exchanged for or converted into cash, property and/or securities
not issued by the Company;
(C) the acquisition of substantially all of the property and assets of
the Company by any person or entity;
(D) the dissolution or liquidation of the Company; or
(E) the date of the first public announcement that any person or
entity, together with all Affiliates and Associates (as such capitalized terms
are defined in Rule 12b-2 promulgated under the Exchange Act of 1934, as amended
(the "Exchange Act") of such person or entity, shall have become the Beneficial
Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company representing 25% or more of the voting power of the
Company; provided, however, that the terms "person" and "entity," as used in
this subsection (E), shall not include (x) the Company or any of its
subsidiaries, (y) any employee benefit plan of the Company or any of its
subsidiaries or any entity holding voting securities of the Company for or
pursuant to the terms of any such plan, or (z) Xxxxxx X. Xxxxxxxx or any
currently existing or subsequently established trust of which Xx. Xxxxxxxx is
the settlor, any trustee of such trust (in such capacity), or any beneficiary of
any such trust (in such capacity and/or as the recipient of securities of the
Company distributed by such trust).
(d) Other Events Causing Termination of Option. Notwithstanding anything
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to the contrary in this Agreement, the Option shall terminate on the thirtieth
day following the date of the consummation of either of the following events, or
upon such later date as shall be determined by the Administrator:
(i) the dissolution of liquidation of the Company; or
(ii) the acquisition of substantially all of the property and assets
of the Company by any person or entity, unless the terms of such acquisition
shall provide otherwise.
4. Adjustments. In the event that the outstanding securities of the class
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then subject to the Option are increased, decreased or exchanged for or
converted into cash, property and/or a different number or kind of securities,
or cash, property and/or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, or in the event that substantially all of the property
and assets of the Company are sold, then, the Administrator shall make
appropriate and proportionate adjustments in the number and type of shares or
other securities or cash or other property that may thereafter be acquired upon
the exercise of the Option; provided, however, that any such adjustments in the
Option shall be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option.
5. Exercise. The Option shall be exercisable during Optionee's lifetime
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only by Optionee or by his or her guardian or legal representative, and after
Optionee's death only by the person or entity entitled to do so under Optionee's
last will and testament or applicable intestate
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law. The Option may only be exercised by the delivery to the Company of a
written notice of such exercise pursuant to the notice procedures set forth in
Section 7 hereof, which notice shall specify the number of Option Shares to be
purchased (the "Purchased Shares") and the aggregate Exercise Price for such
shares (the "Exercise Notice"), together with payment in full of such aggregate
Exercise Price in cash or by a cashier's or certified bank check payable to the
Company; provided, however, that payment of such aggregate Exercise Price may
instead be made, in whole or in part:
(a) by the delivery to the Company of a certificate or certificates
representing shares of Common Stock, duly endorsed or accompanied by a duly
executed stock powers, which delivery effectively transfers to the Company good
and valid title to such shares, free and clear of any pledge, commitment, lien,
claim or other encumbrance (such shares to be valued on the basis of the
aggregate Fair Market Value thereof on the date of such exercise), provided that
the Company is not then prohibited from purchasing or acquiring such shares of
Common Stock; and/or
(b) by reducing the number of shares of Common Stock issued and
delivered to Optionee upon such exercise (such reduction to be valued on the
basis of the aggregate Fair Market Value (determined on the date of such
exercise) of the additional shares of Common Stock that would otherwise have
been issued and delivered upon such exercise), provided that (i) Optionee shall
have obtained the prior written approval of the Administrator to pay the
Exercise Price pursuant to the method set forth in this subsection (b), which
approval may be withheld or granted at the Administrator's sole descretion, and
(ii) the Company is not then prohibited from purchasing or acquiring such
additional shares of Common Stock.
6. Payment of Withholding Taxes. If the Company is obligated to withhold
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an amount on account of any federal, state or local tax imposed as a result of
the exercise of the Option, including, without limitation, any federal, state or
other income tax, or any F.I.C.A., state disability insurance tax or other
employment tax, then Optionee shall, concurrently with such exercise, pay such
amount to the Company in cash or by cashier's or certified bank check payable to
the Company.
7. Notices. Any notice given to the Company shall be addressed to the
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Company at 0000 Xxxx XxxXxxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000,
Attention: Secretary, or at such other address as the Company may hereinafter
designate in writing to Optionee. Any notice given to Optionee shall be sent to
the address set forth below Optionee's signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when delivered personally or five days after
mailing by prepaid certified or registered mail return receipt requested.
8. Stock Exchange Requirements; Applicable Laws. Notwithstanding anything
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to the contrary in this Agreement, no shares of stock purchased upon exercise of
the Option, and no certificate representing all or any part of such shares,
shall be issued or delivered if (a) such shares have not been admitted to
listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any
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federal, state or other securities law, or any requirement of any stock exchange
listing agreement to which the Company is a party, or any other requirement of
law or of any administrative or regulatory body having jurisdiction over the
Company.
9. Restrictions on Transferability.
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(a) Neither the Option nor any interest therein may be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner
other than by will or the laws of descent and distribution.
(b) By accepting the Option, the Optionee for himself or herself and
his or her transferees by will or the laws of descent and distribution,
represent and agree that all shares of Common Stock purchased upon exercise of
the Option will be acquired and held in accordance with the restrictions of the
Securities Act of 1933, as amended, and shall not be further transferred except
as permitted by that act and the Rules and Regulations of the Securities and
Exchange Commission thereunder, that the Company may instruct its transfer agent
to restrict further transfer of said shares in its records except upon receipt
of satisfactory evidence that such restrictions have been satisfied, that upon
each exercise of any portion of the Option, the certificates evidencing the
purchased shares shall bear an appropriate legend on the face thereof evidencing
such restrictions, and that the person entitled to exercise the same shall
furnish evidence satisfactory to the Company (including a written and signed
representation) to the effect that the shares are being acquired subject to such
restrictions.
10. 1997 Plan. The Option is granted pursuant to the 1997 Plan, as in
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effect on the Date of Grant, and is subject to all the terms and conditions of
the 1997 Plan, as the same may be amended from time to time; provided, however,
that no such amendment shall deprive Optionee, without his or her consent, of
the Option or of any of Optionee's rights under this Agreement. The
interpretation and construction by the Administrator of the 1997 Plan, this
Agreement, the Option and such rules and regulations as may be adopted by the
Administrator for the purpose of administering the 1997 Plan shall be final and
binding upon Optionee. Until the Option shall expire, terminate or be exercised
in full, the Company shall, upon written request, send a copy of the 1997 Plan,
in its then-current form, to Optionee or any other person or entity then
entitled to exercise the Option.
11. Stockholder Rights. No person or entity shall be entitled to vote,
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receive dividends or be deemed for any purpose the holder of any Option Shares
until the Option shall have been duly exercised to purchase such Option Shares
in accordance with the provisions of this Agreement.
12. Employment Rights. No provision of this Agreement or of the Option
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granted hereunder shall (a) confer upon Optionee any right to continue in the
employ of the Company or any of its subsidiaries, (b) affect the right of the
Company and each of its subsidiaries to terminate the employment of Optionee,
with or without cause, or (c) confer upon Optionee any right to participate in
any employee welfare or benefit plan or other program of the Company or any of
its subsidiaries other than the 1997 Plan. The Optionee hereby acknowledges and
agrees that the Company and each of its subsidiaries may terminate the
employment of Optionee at any
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time and for any reason, or for no reason, unless Optionee and the Company or
such subsidiary are parties to a written employment agreement that expressly
provides otherwise.
12. Governing Law. This Agreement and the Option granted hereunder shall
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be governed by and construed and enforced in accordance with the laws of the
State of Delaware.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
STANDARD PACIFIC CORP. OPTIONEE
By:________________________________ ___________________________________
Name: Signature
Title:
___________________________________
Street and Address
___________________________________
City, State and Zip Code
___________________________________
Social Security Number
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