EXHIBIT 99.2
NEWTEK CAPITAL, INC.
2000 STOCK INCENTIVE
AND DEFERRED COMPENSATION PLAN
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Agreement for Incentive Stock Options
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THIS STOCK OPTION (the "Option") grants ______________ (the "Optionee") the
right to purchase a total of ______ shares of Common Stock, par value $.02 per
share, of Newtek Capital, Inc. (the "Company"), at the price set forth herein,
in all respects subject to the terms, definitions and provisions of the Newtek
Capital, Inc. 2000 Stock Incentive and Deferred Compensation Plan (the "Plan")
which is incorporated by reference herein. This Option is intended to qualify as
an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"). The Optionee acknowledges, through signing below,
the receipt of a copy of the Plan.
1. Option Price. The Option price per share is _____ Dollars ($____) which
equals at least 100%* of the fair market value, as determined by the Committee,
of the Common Stock on the date of grant of this Option.
2. Vesting and Exercise of Option. This Option shall vest in accordance
with the schedule set forth on the Award form attached hereto and is exercisable
in accordance with Section 8(c) of the Plan.
3. Method of Exercise. This Option shall be exercisable by a written notice
by the Optionee which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name the
stock certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such combination of
cash and Common Stock as the Optionee elects. Common Stock utilized in full or
partial payment of the exercise price shall be valued at its fair market value
on the date of exercise. The certificate or certificates for shares of Common
Stock as to which the Option shall be exercised shall be registered in the name
of the person or persons exercising the Option.
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* 110% in the case of an Optionee who owns shares representing more than 10% of
the outstanding common stock of the Company on the date of grant of this Option.
4. Restrictions on Exercise. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
5. Withholding. The Optionee hereby agrees that the exercise of the Option
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise.
6. Non-transferability of Option. This Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
7. Term of Option. This Option may not be exercisable for more than ten**
years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
NEWTEK CAPITAL, INC.
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Date of Grant 2000 STOCK INCENTIVE AND DEFERRED
COMPENSATION PLAN COMMITTEE
Witness: By ______________________________________
------------------------ An Authorized Member of the Committee
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** Five years in the case of an Optionee who owns shares representing more than
10% of the outstanding common stock of the Company on the date of grant of this
Option.
NEWTEK CAPITAL, INC.
2000 STOCK INCENTIVE
AND DEFERRED COMPENSATION PLAN
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Form for Exercise of
Incentive Stock Options
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Treasurer
Newtek Capital, Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Re: 2000 Stock Incentive and Deferred Compensation Plan
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
_______ shares, par value $.02, of Common Stock of Newtek Capital, Inc. (the
"Company") under and pursuant to a Stock Option Agreement dated _____________,
____.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$ of cash or check
--------
$ in the form of ______ shares of Common Stock, valued at $_______
-------- per share
$ TOTAL
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The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name
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Address
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Social Security Number
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Date
Very truly yours,
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