EXHIBIT 2
1996 Stock Incentive Plan
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EXPLORE YOUR OPTIONS
Option to Purchase: ONE HUNDRED THOUSAND SHARES
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Granted to: XXXXX XXXXXXX
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This stock option grant has been executed as of January 27, 1998 on behalf of
First Alliance Corporation at the option price of $13.06.
[First Alliance
Corporation /S/ Xxxxx Xxxxxxx
Logo] -------------------------------------
Xxxxx Xxxxxxx
President and Chief Executive Officer
THIS IS NOT A STOCK CERTIFICATE OR A NEGOTIABLE INSTRUMENT. NON-TRANSFERABLE.
EXHIBIT 2
1996 Stock Incentive Plan
NON-QUALIFIED STOCK OPTION NOTICE
Optioneee: Xxxxx Xxxxxxx
Xxxxx Date: January 27, 1998
Shares Granted: 100,000
Stock Option Price: $13.06
Last Date to Exercise: 01/26/2008
We are pleased to inform you that the Compensation Committee of the Board has
granted you an option to purchase First Alliance Corporation common stock. Your
grant has been made under the Company's 1996 Stock Incentive Plan (the "Plan"),
which together with the terms contained in this Notice, sets forth the terms and
conditions of your grant and is incorporated herein by reference. A copy of the
Plan is attached. Please review it carefully.
Vesting:
Subject to the terms of the Plan, shares vest according to the following vesting
schedule:
SHARES VESTING OVER VESTING IN PERIOD
DATE OF VEST THE PERIOD OCCURS LAST DATE TO EXERCISE
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07/27/1998 25,000.00 End of period 01/26/2008
07/27/1999 25,000.00 End of period 01/26/2008
07/27/2000 25,000.00 End of period 01/26/2008
07/27/2001 25,000.00 End of period 01/26/2008
Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number of
vested shares at any time, by following the exercise procedures set up by the
Company. All exercises must take place before the Last Date to Exercise, or such
earlier date as is set out in the Plan following your death, disability or your
ceasing to be an employee. The number of shares you may purchase as of any date
cannot exceed the total number of shares vested by that date, less any shares
you have previously acquired by exercising this Option.
Employment Requirements:
The Plan sets out the terms and conditions that govern this grant in the event
of your termination of employment, death or disability. In the event of your
termination of employment, including total disability or death, all further
vesting of shares under this grant stops. As set out in Plan, you will have 90
Days after your employment ceases or is suspended to exercise your vested
options, and in the event of your total disability or death, you or your estate
will have a period of 1 Year to exercise any vested options.
Taxes and Withholding:
This option is not intended to be an Incentive Stock Option, as defined under
Section 422(b) of the Internal Revenue Code. Any exercise of this option is
normally a taxable event, and if the Company determines that any federal, state,
local or foreign tax or withholding payment is required relating to the exercise
or sale of shares arising from this grant, the Company shall have the right to
require such payments from you, or withhold such amounts from other payments due
to you from the Company.
