EXHIBIT 10.23
GREAT WESTERN FINANCIAL CORPORATION
SENIOR OFFICER'S
NONQUALIFIED STOCK OPTION AGREEMENT
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THIS AGREEMENT dated as of the day of _________ 19___,
between GREAT WESTERN FINANCIAL CORPORATION, a Delaware
corporation (the "Corporation"), and (the
"Employee").
W I T N E S S E T H
WHEREAS, pursuant to the 1988 Stock Option and Incentive
Plan, as amended (the "Plan"), the Corporation has granted to
the Employee as of the day of , 19___ (the "Award
Date") a nonqualified stock option to purchase all or any part
of authorized but unissued or treasury shares of
Common Stock, $1.00 par value, of the Corporation upon the terms
and conditions set forth herein and in the Plan.
NOW, THEREFORE, in consideration of the mutual promises
and covenants made herein and the mutual benefits to be derived
herefrom, the parties hereto agree as follows:
1. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned to such
terms in the Plan.
2. GRANT OF OPTION. This Agreement evidences the
Corporation's grant to the Employee of the right and option to
purchase, on the terms and conditions set forth herein and, to
the extent expressly herein provided, in the Plan, all or any
part of an aggregate of shares of the Common Stock of the
Corporation at the price of $______ per share (the "Option"),
exercisable from time to time, subject to the provisions of this
Agreement, prior to the close of business on the day before the
tenth anniversary of the Award Date (the "Expiration Date").
Such price equals the Fair Market Value of the Corporation's
Common Stock as of the Award Date.
3. EXERCISABILITY OF OPTION. Except as provided in
Sections 6 and 8 hereof, no shares may be purchased by exercise
of the Option until the expiration of one year after the Award
Date. The Option shall become exercisable in installments as to
25% of the aggregate number of shares set forth in Section 2
hereof (subject to adjustment) on and after the first
anniversary of the Award Date and as to an additional 25% of the
aggregate number of such shares (subject to adjustment) on each
of the second, third and fourth anniversaries of the Award
Date. To the extent the Employee does not in any year purchase
all or any part of the shares to which the Employee is entitled,
the Employee has the right cumulatively thereafter to purchase
any shares not so purchased and such right shall continue until
the Option terminates or expires. No fewer than 25 shares may
be purchased at any one time, unless the number purchased is the
total number at the time available for purchase under the
Option.
4. METHOD OF EXERCISE OF OPTION. The Option shall be
exercisable by the delivery to the Corporation of a written
notice stating the number of shares to be purchased pursuant to
the Option and accompanied by payment in (i) cash or by check
payable to the order of the Corporation for the full purchase
price of the shares to be purchased, (ii) at the discretion of
the Administrator and pursuant to such conditions and
restrictions as the Committee may establish by the exchange of
shares of Common Stock of the Corporation then owned by the
Employee having a Fair Market Value equal to such purchase
price, (iii) at the discretion of the Administrator, by the
payment and exchange of part cash and part stock with the sum of
the cash and Fair Market Value of the stock equal to such
purchase price, or (iv) by the payment of such other form of
legal consideration as may be approved by the Board of Directors
and the Administrator. In addition, the Employee (or the
Employee's Beneficiary or Personal Representative) shall furnish
any written statements required pursuant to Section 10 below.
5. CONTINUANCE OF EMPLOYMENT. As a condition of the
Option, the Employee hereby agrees to remain in the employ of
the Corporation or one of its Subsidiaries for a period of one
year after the Award Date. Nothing contained in this Agreement
or in the Plan shall confer upon the Employee any right with
respect to the continuation of his or her employment by the
Corporation or any Subsidiary or interfere in any way with the
right of the Corporation or of any Subsidiary at any time to
terminate such employment or to increase or decrease the
compensation of the Employee from the rate in existence at any
time.
6. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. The
Option and all other rights hereunder, to the extent not
exercised, shall terminate and become null and void at such time
as the Employee ceases to be employed by either the Corporation
or any Subsidiary, except that
(a) if the Employee's employment terminates (other
than (i) as a result of death or of Retirement (as such
term is defined in the Great Western Retirement Plan, as
from time to time in effect) or (ii) at the request of the
Corporation or any Subsidiary as determined by the
Administrator in its sole discretion), the Employee may at
any time within a period of three months after such
termination exercise the Option to the extent the Option
was exercisable at the date of such termination;
(b) if the Employee's employment terminates as a
result of Retirement, the Employee may at any time within
a period of two years after such Retirement exercise the
Option to the extent the Option was exercisable at the date
of such Retirement; and
(c) if the Employee dies while in the employ of the
Corporation or any Subsidiary, or within three months after
a termination described in subsection (a) of this Section
6 (excluding a termination described in the parenthetical
clause thereof), or within two years after termination as
a result of Retirement as described in subsection (b) of
this Section 6, then the Option, to the extent that the
Employee was entitled to exercise the Option on the date of
his or her death (or such earlier termination), may be
exercised within a period of one year after the date of
death by the Employee's Beneficiary;
provided, however, that in no event may the Option be
exercised by anyone under this Section or otherwise after
the Expiration Date. If the Employee is employed by an
entity which ceases to be a Subsidiary, other than by
merger with or liquidation into another Subsidiary, such
event shall be deemed for purposes of this Section 6 to be
a termination of the Employee's employment described in
subsection (a).
7. NON-TRANSFERABILITY OF OPTION. During the Employee's
lifetime, the Option and any other rights hereunder may be
exercised only by the Employee, except as otherwise expressly
provided in Section 6.1.3 of, or pursuant to, the Plan.
8. ADJUSTMENTS AND OTHER EFFECTS (INCLUDING TERMINATION)
UPON CERTAIN EVENTS. If the outstanding shares of the
Corporation's Common Stock are changed into or exchanged for
cash or a different number or kind of shares or securities of
the Corporation, or if additional shares or new or different
shares or securities are distributed with respect to the
outstanding shares of the Corporation's Common Stock, through a
reorganization or merger in which the Corporation is the
surviving entity or through a combination, consolidation,
recapitalization, reclassification, stock split, stock dividend,
reverse stock split, stock consolidation or other capital change
or adjustment, an appropriate proportionate equitable adjustment
shall be made in the number and kind of shares or other
consideration that is subject to or may be delivered pursuant to
the Option. A corresponding adjustment to the consideration
payable with respect to the Option shall also be made as
appropriate. In addition, the Option and rights of the Employee
hereunder are subject to adjustment, modification and
termination in certain other circumstances and upon occurrence
of certain other events, as set forth in the provisions of
Article II, Sections 6.3 and 6.4, and the last sentence of
Section 6.2 of the Plan, to the extent applicable to Options
granted under the Key Employee Program.
9. LIMITATION OF EMPLOYEE'S RIGHTS. Neither the Employee
nor any other person entitled to exercise the Option shall have
any of the rights or privileges of a stockholder of the
Corporation in respect of any shares deliverable upon exercise
of the Option unless and until a certificate representing such
shares shall have been issued in the name of the Employee or
such person.
10. REPRESENTATIONS OF THE EMPLOYEE; TRANSFER
RESTRICTIONS.
(a) The Employee agrees that the Corporation shall not be
required to deliver shares upon the exercise of the Option if
prevented or prohibited from doing so under applicable law. If
the shares are not registered with the Securities and Exchange
Commission at the time of such exercise, the Employee shall be
required to deliver an investment letter in form acceptable to
the Corporation and all certificates representing shares issued
shall bear appropriate legends reflecting restrictions on
transfer under applicable laws. The Employee agrees by
acceptance of the Option and, in such letter, the Employee shall
represent that he or she will acquire the shares issuable upon
such exercise for his or her own account, for the purpose of
investment, and not with a view to or for sale in connection
with any distribution, and that he or she will not offer, sell
or otherwise transfer or dispose of such shares or any interest
therein except in compliance with all securities laws applicable
to such action. The Corporation may impose stop transfer
instructions to implement such limitations, if applicable. Any
person or persons entitled to exercise the Option under the
provisions of Section 7 hereof shall be bound by and obligated
under the provisions of this Section 10 to the same extent as is
the Employee.
(b) Even if the shares are registered for sale under
applicable securities laws, Employee agrees to retain on
exercise of the Option, and for so long as may be necessary to
comply with stock ownership guidelines of the Corporation from
time to time in effect, at least one-half of the "net number" of
shares received on exercise. The net number of shares for these
purposes equals the number of shares as to which the Option is
exercised, less a number of shares equal in Fair Market Value on
the date of exercise to the sum of the exercise price and any
applicable withholding and other taxes on exercise. To the
extent permitted by applicable law, the Corporation may issue
stop transfer instructions or impose legend conditions on
certificates evidencing the net number of shares to enforce
these covenants and restrictions. The Administrator in its sole
discretion may permit exceptions to the covenants and
restrictions in this Section 10(b) on a case-by-case basis or
otherwise.
11. TAX WITHHOLDING. The Corporation shall be entitled
to require deduction from other compensation payable to the
Employee any sums required by federal, state or local tax law to
be withheld with respect to the exercise of the Option, but, in
the alternative, (i) the Corporation may require the Employee or
other person exercising the Option to advance such sums in cash,
or (ii) if the Employee or other person exercising the Option
elects, the Corporation may withhold shares of the Corporation's
Common Stock having a Fair Market Value equal to the sums
required to be withheld. If the Employee or other person
exercising the Option elects to advance such sums directly,
written notice of that election shall be delivered prior to such
exercise and, whether pursuant to such election or pursuant to
a requirement imposed by the Corporation, payment in cash or by
check of such sums for taxes shall be delivered within ten days
after the date of exercise. If the Employee or other person
exercising the Option elects to have the Corporation withhold
shares of the Corporation's Common Stock having a Fair Market
Value equal to the sums required to be withheld, the value of
the shares of the Corporation's Common Stock to be withheld will
be equal to the Fair Market Value of such shares on the date
that the amount of tax to be withheld is to be determined (the
"Tax Date"). Elections by the Employee to have shares of the
Corporation's Common Stock withheld for this purpose will be
subject to the following restrictions: (w) the election must be
made prior to the Tax Date, (x) the election must be
irrevocable, (y) the election will be subject to the approval or
disapproval (as the case may be) of the Administrator, and (z)
if the Employee is an officer of the Corporation within the
meaning of Section 16 of the Exchange Act, the election, in
addition, may not be made within six months of the grant of the
Option (except that this limitation will not apply in the event
that the death or Disability of the Employee occurs prior to the
expiration of the six month period) and either must be made at
least six months prior to the Tax Date or in one of the periods
beginning on the third business day following the date of
release of the Corporation's quarterly or annual summary
statements of sales and earnings and ending on the twelfth
business day following such date. The Corporation shall not be
obligated to issue shares and/or distribute cash to the Employee
or other person exercising the Option upon exercise of the
Option until such payment has been received or shares have been
so withheld, unless withholding as of or prior to the date of
such exercise is sufficient to cover all such sums due or which
may be due with respect to such exercise.
12. EMPLOYMENT BY SUBSIDIARIES. Employment by any
Subsidiary shall be considered as the equivalent of employment
by the Corporation for all purposes of this Agreement, unless
the Board otherwise determines.
13. NOTICES. Any notice to be given under the terms of
this Agreement shall be in writing and addressed to the
Corporation at its principal office in Chatsworth, California,
to the attention of the Corporate Secretary and to the Employee
at the address given beneath the Employee's signature hereto, or
at such other address as either party may hereafter designate in
writing to the other.
14. LAWS APPLICABLE TO CONSTRUCTION. The Option has been
granted, executed and delivered at Chatsworth, California, and
the interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of
California, except as otherwise provided in Section 6.8 of the
Plan.
15. PLAN. The Option is subject to, and the Employee
agrees to be bound by, all of the terms and conditions of the
provisions of Articles I and II and Sections 4.2, 6.1, 6.3, 6.4,
6.5, 6.7 and 6.8 and the last sentence of Section 6.2 of the
Plan. The Employee acknowledges receipt of a copy of the Plan,
which, to the extent set forth in the preceding sentence, is
made a part hereof by this reference. Unless otherwise
expressly provided in other Sections of this Agreement,
provisions of the Plan that confer discretionary authority on
the Administrator do not (and shall not be deemed to) apply to
the Option or create rights in the Employee unless such
application or rights are expressly so conferred by appropriate
action of the Administrator, in its sole discretion, under the
Plan after the date hereof.
16. EFFECT OF AGREEMENT. This Agreement shall not be
binding upon and shall not inure to the benefit of any successor
or successors of the Corporation except as provided pursuant to
Section 6.3 of the Plan.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed on its behalf by a duly authorized
officer and the Employee has hereunto set his or her hand.
GREAT WESTERN FINANCIAL
CORPORATION (a Delaware
corporation)
By _________________________
Title____________________
EMPLOYEE
__________________________
(Signature)
__________________________
(Print Name)
__________________________
(Address)
__________________________
(City, State, Zip Code)
Executed:
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Nonqualified Stock Option Agreement by Great Western Financial
Corporation, I, ____________________________, the spouse of the
Employee herein named, do hereby join with my spouse in
executing the foregoing Nonqualified Stock Option Agreement and
do hereby agree to be bound by all of the terms and provisions
thereof and of the Plan.
DATED: ______________, 19__. _____________________________
Signature of Spouse
