Exhibit 99.2
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
COMMERCIAL FEDERAL CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of _________ shares of Common Stock, par value
$.01 per share, of Commercial Federal Corporation (the "Company"), which
Option is intended to qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), is
hereby granted to __________________ (the "Optionee") at the price set
forth herein, and in all respects subject to the terms, definitions and
provisions of the Commercial Federal Corporation 1996 Stock Option and
Incentive Plan (the "Plan") which was adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby acknowledged.
1. Option Price. The option price is $_______ for each share,
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being 100% */ of the fair market value, as determined by the Committee, of
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the Common Stock on the date of grant of this Option.
2. Exercises of Option. This Option shall be exercisable in
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accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
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Percentage of Total Shares
Years of Continuous Employment Subject to Option Which May
After Date of Grant of Option Be Exercised
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Upon Grant
1 year but less than 2 years
2 years but less than 3 years
3 years but less than 4 years
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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.
ISO Agreement
Page 2
4 years but less than 5 years
5 years or more
(ii) Method of Exercise. This Option shall be exercisable by a
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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. 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.
(iii) Restrictions on exercise. This Option may not be exercised if
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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.
3. Withholding. The Optionee hereby agrees that the exercise of the
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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.
4. Non-transferability of Option. This Option may not be
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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.
ISO Agreement
Page 3
5. Term of Option. This Option may not be exercisable for more than
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ten **/ years from the date of grant of this Option, as stated below, and
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may be exercised during such term only in accordance with the Plan and the
terms of this Option.
COMMERCIAL FEDERAL CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN
COMMITTEE
By
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Date of Grant Attest: (Seal)
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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.
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
COMMERCIAL FEDERAL CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN
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Date
Treasurer
Commercial Federal Corporation
0000 Xxxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Re: Commercial Federal Corporation 1996 Stock Option and Incentive Plan
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Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
________ shares, par value $.01, of Common Stock of Commercial Federal
Corporation under and pursuant to a Stock Option Agreement dated ______, 199__.
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
______ ____ 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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Very truly yours,
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