Exhibit 10.3
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MAXCOR FINANCIAL GROUP INC.
1996 STOCK OPTION PLAN
16(A) OFFICER NONQUALIFIED STOCK OPTION AGREEMENT
Name of Optionee: [Name of Officer]
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Optioned Shares: ____________ (_____) shares of the common
--------------- stock, $.001 par value, of Maxcor Financial
Group Inc. ("Shares")
Per Share Option Price: $_______
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Option Grant Date: _________________, 2004
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Date Stock Option
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Becomes Exercisable: _____ Shares, on _______________, 2005
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_____ Shares, on ________________, 2006
_____ Shares, on ________________, 2007
_____ Shares, on ________________, 2008
Termination Date: _____________, 2014 (or upon such earlier
---------------- date as specified in the Plan in the event
of an earlier termination of employment)
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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 an officer of the Company who is
subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934 (the "Exchange Act"). The Optionee and the Company hereby
agree as follows:
1. The Company, pursuant to the Company's 1996 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) 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's employment with the Company or any of its
subsidiaries (each, a "Subsidiary") is terminated under circumstances
constituting Cause (as defined in the Plan) or if, during the period of
the Optionee's employment with the Company or a Subsidiary, the
Optionee engages in Injurious Conduct (as herein defined) then, unless
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otherwise determined by the Compensation Committee of the Company's
Board of Directors (the "Committee"):
(i) all outstanding Options held by the Optionee (and/or, if
applicable, any Permitted Transferees) as of the date of such
termination or the discovery of such conduct shall terminate and be
forfeited;
(ii) the Optionee (and/or, if applicable, any Permissible
Transferees) shall (a) sell back to the Company all Shares that are
held, as of the date of such termination or the discovery of such
conduct, by the Optionee (and/or, if applicable, any Permitted
Transferees) and that were acquired upon exercise of the Option on or
after the date which is 180 days prior to the date of such termination
or the discovery of such conduct (Shares so acquired, the "Acquired
Shares"), for a per share price equal to the Per Share Option Price of
the Option, and (b) to the extent such Acquired Shares have previously
been sold or otherwise disposed of by the Optionee (and/or, if
applicable, by any Permitted Transferees), repay to the Company the
excess of the aggregate Fair Market Value (as defined in the Plan) of
such Acquired Shares on the date of such sale or disposition over the
aggregate Per Share Option Price with respect to the Acquired Shares.
For purposes of the preceding clause (ii)(b) of this Section
7, the amount of the repayment described therein shall not be affected
by whether the Optionee (and/or, if applicable, any Permitted
Transferees) received such Fair Market Value with respect to such sale
or other disposition, and repayment may, without limitation, be
effected, at the discretion of the Company, by means of offset against
any amount owed by the Company to the Optionee or, if applicable, any
Permitted Transferees.
"Injurious Conduct" for purposes of this Agreement shall mean
(i) the Optionee's fraud, misappropriation or dishonesty in connection
with Optionee's position or employment arrangement, (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. Notwithstanding Notwithstanding any provision to the contrary contained
herein or in the Plan, in any instance where the exercisability of the
Option extends past the date of termination of the Optionee's
employment with the Company or any Subsidiary, the right of the
Optionee to continued exercisability shall be forfeited if, in the
determination of the Committee, the Optionee at any time within such
remaining period of exercisability engages in any of the conduct
described in clauses (ii) or (iii) of the definition of Injurious
Conduct in Section 7 above.
9. If the Optionee is resident in the United States, payment of the
minimum federal, state, local or other withholding tax requirements
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
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Act, by the Optionee either (i) electing to have the Company withhold
from the Shares to be delivered upon such exercise a number of Shares
equal in Fair Market Value to such minimum tax withholding requirement
or (ii) 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.
10. 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.
11. 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.
12. The validity and construction of this Agreement shall be governed by
the laws of the State of Delaware.
13. 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.
14. This Agreement shall not become effective unless and until
countersigned by the Optionee and returned to the Company.
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.
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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]
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