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EXHIBIT 4.3
FLAGSTAR BANCORP, INC.
1997 EMPLOYEES AND DIRECTORS STOCK OPTION PLAN, AS AMENDED
Agreement for Non-Incentive Stock Options
THIS STOCK OPTION (the "Option") grants ___________________ (the
"Optionee") the right to purchase a total of ___________ shares of Common Stock,
par value $0.01 per share, of Flagstar Bancorp, Inc. (the "Company"), at the
price set forth herein, and in all respects subject to the terms, definitions
and provisions of the Flagstar Bancorp, Inc. 1997 Employees and Directors Stock
Option Plan, as amended (the "Plan") which is incorporated by reference herein.
This Option is intended not 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 the prospectus
Associated with the Plan.
1. Option Price. The option price is $____ for each share, being ______% 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 be vested and become
exercisable in accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise. The Optionee may exercise this Option
with respect to the total shares specified above after the one-year period
following the date of its grant.
(ii) Method of Exercise. This Option is 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, 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 entitled to exercise the Option and, if the
Option is being exercised by any person 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
Secretary 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. In addition,
the Optionee may elect to pay for all or part of the exercise price of the
shares by having the Company withhold a number of shares that are both
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subject to this Option and have a fair market value equal to the exercise
price. 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 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 Option
or any portion 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 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. Notwithstanding any other terms of this
agreement, the Optionee may transfer this Option to the Optionee's spouse,
lineal ascendants, lineal descendents, or to a duly established trust for their
benefit, provided that such transferee shall be permitted to exercise this
Option subject to the same terms and conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for more than ten
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
FLAGSTAR BANCORP, INC.
STOCK OPTION COMMITTEE
By: ________________________________________
Authorized Member of the Committee
________________________
Date of Xxxxx
Witness:____________________________________
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FLAGSTAR BANCORP, INC.
1997 EMPLOYEES AND DIRECTORS STOCK OPTION PLAN, AS AMENDED
Form for Exercise of
Non-Incentive Stock Options
Treasurer
Flagstar Bancorp, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxx, Xxxxxxxx 00000
Re: Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option Plan
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase _______ shares, par value $.01, of Common Stock of Flagstar Bancorp,
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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[ ] In lieu of receiving _____ shares, the undersigned requests the
Company to pay cash in an amount equal to the fair market value of
such shares less their exercise price.
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 __________________________________________________________________________
Address _______________________________________________________________________
Social Security Number ________________________________________________________
_______________________
Date
Very truly yours,
____________________________
