EXHIBIT 99.2
Stock Option Agreement
WILSHIRE FINANCIAL SERVICES GROUP INC.
THIS OPTION AGREEMENT is made between Wilshire Financial Services
Group Inc., a Delaware corporation (the "Company") and ________________ (the
"Optionee"). The Company and the Optionee agree as follows:
1. Option Grant. The Company hereby grants to the Optionee on
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the terms and conditions of this Agreement the right and the option (the
"Option") to purchase all or any part of ________ shares of the Company's common
stock at a purchase price of $ per share. The Option is not intended to be
an Incentive Stock Option, as defined in Section 422 of the Internal REvenue
Code of 1986, as amended (the "Code") and therefore is a non-qualified stock
option.
2. Exercisability. The Option is not exercisable in whole or in
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part until the sixtieth (60th) day following the date of the closing of the
Company's initial public offering of its common stock (the "Vesting Date"). On
the Vesting Date, the Option shall be exercisable in full.
3. Term of Option. The Grant Date for the Option is _________ __,
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199_. The Option Shall continue in effect until 5:00 p.m. (Portland Oregon
time) on June 23, 1999, (the "Expiration Date") unless earlier terminated or
extended.
4. Termination of Employment or Service.
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4.1 Unless a longer period is established by the Board of
Directors of the Company, upon termination of the Optionee's service as a
director of the Company for any reason other than because of physical
disability or death, the Option may be exercised at any time prior to the
Expiration Date or 30 days following the termination date, whichever, is the
shorter period.
4.2 Unless a longer period is established by the Board of
Directors, if termination of the Optionee's service as a director occurs
because of death or physical disability, the Optionee's service as a director
occurs because of death or physical disability, the Option may be exercised at
any time prior to the Expiration Date or the expiration of 12 months after the
termination date, whichever is the shorter period. If the Optionee's service
as a director is terminated by death, the Option shall be exercisable only by
the person or persons to whom the Optionee's rights under the Option pass by
the Optionee's will or by the laws of descent and distribution of the state or
country of the Optionee's domicile at the time of death.
5. Method of Exercise of Option.
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5.1 Unless the Board of directors determines otherwise, to
exercise the option, the Optionee must give written notice to the Company
stating the Optionee's intention to exercise, specifying the number of shares
as to which the Optionee's intention to exercise, specifying the number of
shares as to which the Optionee desires to exercise the Option and the date on
which the optionee desires to complete the transaction. Unless the board of
directors determines otherwise, on or before the date specified for completion
of the purchase of shares pursuant to the Option, the full purchase price of
such shares in cash must be paid to the Company. No shares shall be issued
until full payment for the shares has been made.
5.2 After exercise of all or a part of the Option, after
notification of the amount due, if any, and prior to or concurrently with
delivery of the certificates representing the shares for which the option was
exercised, the Optionee shall pay to the Company amounts necessary to satisfy
any applicable federal, state, and local withholding tax requirements. If
additional withholding becomes required beyond any amount deposited before
delivery of the certificates, the Optionee shall pay such amount to the
Company on demand. If the Optionee fails to pay the amount demanded, the
Company shall have the right to withhold that amount from other amounts
payable by the Company to the Optionee, including fees for services rendered,
subject to applicable law.
6. Restriction on Transfer of Option. The Option granted hereby is not
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transferable otherwise than by will or under the applicable laws of descent
and distribution and during the lifetime of the Optionee may be exercised only
by the Optionee or the Optionee's guardian or legal representative. In
addition, the Option shall not be assigned, negotiated, pledged or
hypothecated in any way (whether by operation of law or otherwise), and the
Option shall not be subject to execution, attachment or similar process. Upon
any attempt to transfer, assign, negotiate, pledge or hypothecate the Option,
or in the event of any levy upon the Option by reason of any execution,
attachment or similar process contrary to the provisions hereof, the Option
shall immediately become null and void.
7. Rights as a Stockholder. The Optionee shall not have any rights as
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a stockholder with respect to any shares covered by the Option until the
Optionee has become the holder of record of the shares, and no adjustments
shall be made for dividends in cash or other property, distributions or other
rights in respect of any such shares.
8. No Right to Employment or Service. Nothing in this Agreement shall
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(i) confer upon the Optionee any right to be employed by or to continue
providing service to the Company as a director or otherwise; (ii) interfere in
any way with the right of the Company to terminate the Optionee's service at
any time for any reason, with or without cause, or to decrease any fees
payable to the Optionee; or (iii) confer upon the Optionee any right to
continuation, extension, renewal, or modification of any compensation,
contract or arrangement with or by the Company.
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9. Successors of Company. This Agreement shall be binding upon and
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shall inure to the benefit of any successor of the Company but, except as
provided herein, the Option may not be assigned or otherwise transferred by
the Optionee.
10. Notices. Any notices under this Agreement must be in writing and
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will be effective when actually delivered or, if mailed, three days after
deposit into the United States mails by registered or certified mail, postage
prepaid.
11. Bank Options. In exchange for and in consideration of the Option,
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the Optionee acknowledges and expressly agrees that (a) any and all options
granted to the Optionee to purchase the capital stock of First Bank of Xxxxxxx
Hills, FSB, an affiliate of the Company, are terminated and of no further
force or effect and (b) the grant of the Option is conditioned on the
execution and delivery by the Optionee of a certain Bank Option Cancellation
Agreement to that effect.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate as of the date written above.
WILSHIRE FINANCIAL SERVICES GROUP INC.
By:__________________________________
Name:
Title:
OPTIONEE
______________________________________
Name:
Address:
______________________________________
______________________________________
