NEW CENTURY FINANCIAL CORPORATION
1995 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the ________ day of
_________, 199__, between NEW CENTURY FINANCIAL CORPORATION,
a Delaware corporation (the "Company"), and
__________________________ (the "Employee").
W I T N E S S E T H
WHEREAS, pursuant to the New Century Financial
Corporation 1995 Stock Option Plan (as amended and restated
May 30, 1997 and referred to herein as the "Plan"), the
Company has granted to the Employee effective as of the
______ day of ______________, 199__ (the "Award Date") an
option to purchase all or any part of _________________
authorized but unissued shares of the Company's Common Stock
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 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 Company's grant to the Employee of the right and option
to purchase, on the terms and conditions set forth herein
and in the Plan, all or any part of an aggregate of _______
shares of the Common Stock at the price of $______ per share
(the "Option"), exercisable from time to time, subject to
the provisions of this Agreement and the Plan, prior to the
close of business on the day before the tenth anniversary of
the Award Date (the "Expiration Date"). Such price is not
less than the Fair Market Value of the Company's Common
Stock as of the Award Date. It is the intent of the Company
that this Option constitute an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
3. Exercisability of Option. Except as earlier
permitted by or pursuant to the Plan or by resolution of the
Committee adopted after the date hereof, no shares may be
purchased by exercise of the Option until the date or dates
set forth below. [ALTERNATIVE 1: The Option may be
exercised in installments as to __% 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 __% of such aggregate number of
such shares (subject to adjustment) on each of the second,
______, and _____ anniversaries of the Award Date.]
[ALTERNATIVE 2: The Option is fully vested and immediately
exercisable.]
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.
Fractional share interests shall be disregarded, but may be
cumulated. No fewer than 10 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. Limitation on Exercise of Option. In the
event the Employee is granted incentive stock options
(whether under this Agreement or any other incentive stock
option agreement) and the aggregate fair market value
(determined as of the respective dates of grant of such
options) of the Common Stock with respect to which such
options are first exercisable in any calendar year exceeds
$100,000, the most recently granted options shall be treated
as nonqualified stock options to the extent of the excess.
In addition, in the case of simultaneously granted options,
the Company may, in the manner and to the extent permitted
by law, designate which shares are to be treated as stock
acquired pursuant to the exercise of an incentive stock
option.
5. Method of Exercise of Option. The Option
shall be exercisable by the delivery to the Company of a
written notice stating the number of shares to be purchased
pursuant to the Option and accompanied by payment made in
accordance with and in a form permitted in Section 2.2 of
the Plan for the full purchase price of the shares to be
purchased, subject to such further limitations and rules or
procedures as the Committee may from time to time establish
as to any non-cash payment and as to the tax withholding
requirements of Section 6.6 of the Plan. Shares delivered
in payment of the exercise price must have been owned by the
Employee for at least six months prior to the exercise. In
addition, the Employee (or the Employee's Beneficiary or
Personal Representative) shall furnish any written
statements required pursuant to Section 6.5 of the Plan.
6. Effect of Termination of Employment or Death;
Change in Subsidiary Status. If the Employee ceases to be
employed by or perform services for the Company, the Option
and all other rights hereunder, to the extent not previously
exercised, shall terminate and become null and void at such
times set forth in and as provided by Section 6.3 of the
Plan.
7. Termination of Option Under Certain Events.
The Option, to the extent not previously exercised, shall
terminate upon an event or transaction which the Company
does not survive, as provided in Section 6.2 of the Plan.
8. Non-Transferability of Option. The Option
and any other rights of the Employee under this Agreement or
the Plan are generally nontransferable as provided in
Section 1.7 of the Plan.
9. Notices. Any notice to be given under the
terms of this Agreement shall be in writing and addressed to
the Company at its principal office to the attention of the
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. Any such notice shall be deemed to have been duly
given when enclosed in a properly sealed envelope addressed
as aforesaid, registered and certified, and deposited
(postage and registry or certification fee prepaid) in a
post office or branch post office regularly maintained by
the United States Government.
10. Plan. The Option and all rights of the
Employee thereunder are subject to, and the Employee agrees
to be bound by, all of the terms and conditions of the Plan,
incorporated herein by this reference. The Employee
acknowledges receipt of a copy of the Plan, and agrees to be
bound by the terms thereof. Unless otherwise expressly
provided in other Sections of this Agreement, provisions of
the Plan that confer discretionary authority on the
Committee do not (and shall not be deemed to) create any
rights in the Employee unless such rights are expressly set
forth herein or are otherwise in the sole discretion of the
Committee so conferred by appropriate action of the
Committee under the Plan after the date hereof.
11. Notice of Disposition. The Employee agrees
to notify the Company of any sale or other disposition of
any shares of Common Stock received upon exercise of the
Option, if such sale or disposition occurs within two years
after the Award Date or within one year after the date of
such exercise.
12. Continuance of Employment. As a condition of
this Option, the Employee hereby agrees to remain in the
employ of or in service to the Company for a period of one
(1) year after the Award Date. Nothing contained herein or
in the Plan shall confer upon the Employee any right with
respect to the continuation of employment by or in service
to the Company or interfere in any way with the right of the
Company at any time to terminate such employment or service
or to increase or decrease the compensation of the Employee
from the rate in existence at any time.
IN WITNESS WHEREOF, the Company 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.
NEW CENTURY FINANCIAL CORPORATION
(a Delaware corporation)
By_________________________
Title______________________
EMPLOYEE
___________________________
(Signature)
___________________________
(Print Name)
___________________________
(Address)
___________________________
(City, State, Zip Code)
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Incentive Stock Option Agreement by New Century Financial
Corporation, I, ____________________________, the spouse of
the Employee therein named, do hereby join with my spouse in
executing the foregoing Incentive Stock Option Agreement and
do hereby agree to be bound by all of the terms and
provisions thereof and of the Plan.
DATED: ____________, _____. _____________________________
Signature of Spouse
