NEW CENTURY FINANCIAL CORPORATION
NON-EMPLOYEE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the ______ day of
___________, 199__, between NEW CENTURY FINANCIAL
CORPORATION, a Delaware corporation (the "Company"), and
________________ (the "Director").
W I T N E S S E T H
WHEREAS, the Company maintains the New Century
Financial Corporation 1995 Stock Option Plan (as amended and
restated May 30, 1997 and referred to herein as the "Plan");
and
WHEREAS, pursuant to Section 2.6 of the Plan, the
Company has granted an option (the "Option") to the Director
upon the terms and conditions evidenced hereby, as required
by the Plan, which Option is not intended as and shall not
be deemed to be an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, in consideration of the services
rendered and to be rendered by the Director, the Company and
the Director agree to the terms and conditions set forth
herein as required by the terms of the Plan.
1. Option Grant. This Agreement evidences the
grant to the Director, as of __________________, 199__ (the
"Award Date"), of an Option to purchase an aggregate of
15,000 shares of Common Stock under Section 2.6 of the Plan,
subject to the terms and conditions of and to adjustments
provided in or pursuant to the Plan.
2. Exercise Price. The Option entitles the
Director to purchase all or any part of the Option shares at
a price per share of $________. The exercise price shall be
paid in full at the time of each purchase in a form
permitted by Section 2.6(c) of the Plan.
3. Option Term. The Option shall terminate ten
years after the Award Date unless earlier terminated in
accordance with the terms of the Plan.
4. Exercisability of Option. The Option shall
vest and become exercisable as to 5,000 shares subject to
the Option on the first anniversary of the Award Date, as to
an additional 5,000 shares subject to the Option on the
second anniversary of the Award Date, and as to the
remaining 5,000 shares subject to the Option on the third
anniversary of the Award Date.
5. Service. The Director agrees to serve as a
director in accordance with the provisions of the Company's
Articles of Incorporation, Bylaws and applicable law.
6. Termination of Directorship. If the
Director's services as a member of the Board of Directors
terminate, the Option and any rights thereunder shall
terminate pursuant to and at the times set forth in Section
2.6(f) of the Plan.
7. General Terms. The Option and this Agreement
are subject to, and the Company and the Director agree to be
bound by, the provisions of the Plan. Such provisions are
incorporated herein by this reference. The Director
acknowledges receiving a copy of the Plan and reading its
applicable provisions. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms
in the Plan.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
NEW CENTURY FINANCIAL CORPORATION
(a Delaware corporation)
By___________________________
Title________________________
Director
_____________________________
(Signature)
_____________________________
(Print Name)
_____________________________
(Address)
_____________________________
(City, State, Zip Code)
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Nonqualified Stock Option Agreement by New Century Financial
Corporation, I, __________________________________________,
the spouse of the Director therein 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
