exhibit 10.2.1
OPTION AGREEMENT - Consumer Portfolio Services, Inc.
THIS OPTION AGREEMENT (this "Agreement") IS THE "OPTION AGREEMENT" REFERRED TO
ON THE REVERSE SIDE OF THIS PAGE. THE REVERSE SIDE OF THIS PAGE IS CAPTIONED
"Notice of Grant of Stock Options and Option Agreement" (herein, the "Notice").
The Notice and this Agreement are to be read and interpreted as ONE DOCUMENT and
are hereafter referred to, together, as "this Option."
This Option is by and between Consumer Portfolio Services, Inc., a California
corporation (referred to herein, together with its subsidiaries, as the
"Company" or "Consumer Portfolio Services") and the "Employee."
This Option is issued pursuant to the Company's 1997 Long-Term Incentive Plan
(referred to herein as the "Plan" or "Company's Stock Option Plan") and is
designated by the Option Number recorded on the Notice.
Capitalized terms used in this Option and not otherwise defined have the
meanings given in the Plan. As used in this Option, the following terms have the
meanings given below:
"Employee" means the individual named on the Notice
"Date of Grant" means the date recorded next to the word "Effective" on the
Notice
"Expiration Date" means the date recorded one or more times under the word
"Expiration" in the Notice
"Maximum Grant" means the number preceding the word "shares" in the first
paragraph of the Notice
"Option Price" means the price per share of the stock as recorded in the first
paragraph of the Notice
1, GRANT OF OPTION. The Company hereby grants to Employee the option to
purchase, upon and subject to the terms and conditions of this Option and of the
Plan, all or any part of the Maximum Grant of the Company's common stock (also
referred to in the Notice as "stock"), at the Option Price specified above. The
shares so purchased or available for purchase are referred to herein as the
"Option Shares." This Option is intended to qualify as an incentive option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
2. EXERCISABILITY. This Option shall become exercisable in installments. The
number of shares exercisable at any particular time is determined according to
the vesting schedule on the Notice, which outlines the timing (as recorded under
the words "Full Vest") and number of shares (as recorded under the word
"Shares") of each installment. This Option shall remain exercisable as to all of
such shares until the Expiration Date, at which time it shall expire in its
entirety, unless this Option has expired or terminated earlier in accordance
with the provisions hereof or of the Plan. In all events, the number of shares
that may be purchased at any time under this Option is reduced by the number of
shares previously so purchased.
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3. EXERCISE OF OPTION. This Option may be exercised by written notice delivered
to the Company stating the number of Option Shares with respect to which this
Option is being exercised, together with the full Option Price of such shares in
cash, bank cashier's check, or such other form of payment as may be permitted by
resolution of the board of directors of the Company or the committee of said
board charged with administration of the Plan (said board or committee, the
"Administrator"). Not less than ten (10) Option Shares may be purchased at any
one time unless the number purchased is the total number that remains to be
purchased under this Option, and in no event may this Option be exercised with
respect to fractional shares. Upon exercise, the Employee shall make appropriate
arrangements and shall be responsible for the withholding of any federal or
state income or employment taxes then due. Employee agrees that the Company may
decline to permit exercise in the absence of such withholding arrangements.
4. NOTIFICATION OF SALE. Employee agrees that Employee, or any person acquiring
Option Shares upon exercise of this Option, will notify the Company in writing
not more than five (5) days after any sale or other disposition of such shares.
5. CESSATION OF EMPLOYMENT. Except as provided in Paragraphs 7, 8 or 12 hereof,
if the Employee ceases to be employed by the Company or any Subsidiary of the
Company, this Option shall expire three months thereafter, but not later than
the Expiration Date specified in Paragraph 2 hereof; provided, however, that if
the termination of employment is the result of Employee's death or disability,
then this Option shall expire one year after the termination of employment, but
not later than the Expiration Date specified in Paragraph 2 hereof. During such
period or extended period after termination of employment, this Option shall be
exercisable only to the extent, if any, that it had become exercisable on the
date of termination, and any rights of Employee with respect to Option Shares
not exercisable as of such date shall expire and terminate automatically on such
date.
6. REDUCTION IN STATUS. This Option is granted based on Employee's position or
status within the Company at the Date of Grant. Should Employee at any time no
longer be employed in such position, but rather in a position of substantially
less responsibility, as determined by the Administrator, then from and after the
date of such change in status ("Change Date") the number of shares as to which
this Option shall be exercisable shall be the greater of (i) the number of
shares as to which this Option was exercisable on the Change Date, and (ii) the
number of shares as to which this Option would be exercisable if the Maximum
Grant specified in Paragraph 1 hereof were a lesser number, determined by the
Administrator, that would be equal to the maximum grant that the Company then
customarily grants to individuals in positions similar to Employee's new
position. Such lesser number may be zero. In no event shall such a change in
terms of this Option result in either (i) an increase in the Maximum Grant, or
(ii) Employee's losing the right to exercise this Option as to the Option Shares
that Employee had the right to purchase on the Change Date.
7. TERMINATION FOR CAUSE. If the Employee's employment by the Company or any
Subsidiary of the Company is terminated for cause, this Option shall
automatically expire unless reinstated by the Administrator within thirty (30)
days of such termination by giving written notice of such reinstatement to the
Employee. In the event of such reinstatement, the Employee may exercise this
Option only to such extent, for such time, and upon such terms and conditions as
in the case of the a termination for a reason other than cause, disability or
death. Termination for cause shall include, but not be limited to: (a) gross
neglect or willful failure to perform fully Employee's duties and obligations to
the Company; (b) indictment for or conviction of a felony or any other crime
involving moral turpitude; (c) the commission of any fraudulent or dishonest
acts affecting the business or assets of the Company or others with whom the
Company has a business or client relationship; and (d) drug or alcohol abuse or
dependency so as to adversely affect Employee's ability to perform fully
Employee's duties and obligations to the Company. The determination of the
Administrator with respect to the existence of cause for termination shall be
final and conclusive.
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8. DISABILITY OR DEATH OF EMPLOYEE. If the Employee's employment by the Company
or any Subsidiary of the Company is terminated by reason of death or disability
or if the Employee dies or becomes permanently and totally disabled (within the
meaning of Section 22 of the Internal Revenue Code) during the period referred
to in Paragraph 5 hereof, this Option shall automatically expire and terminate
twelve (12) months after the date of the Employee's disability or death, but no
later than the Expiration Date specified in Paragraph 2 hereof. After Employee's
death but before such expiration, the person or persons to whom the Employee's
rights under this Option shall have passed by order of a court of competent
jurisdiction or by will or the applicable laws of descent and distribution, or
the executor, administrator or conservator of the Employee's estate, shall have
the right to exercise this Option to the extent, if any, that it had become
exercisable as of the date of termination of employment.
9. NONTRANSFERABILITY. This Option shall not be transferable except by will or
by the laws of descent and distribution, and shall be exercisable during the
Employee's lifetime only by the Employee.
10. EMPLOYMENT. This Option shall not obligate the Company to employ Employee
for any period, nor shall it interfere in any way with the right of the Company
to increase or reduce the Employee's compensation, or to promote, demote or
reassign Employee.
11. PRIVILEGES OF STOCK OWNERSHIP. Employee shall have no rights as a
stockholder with respect to the Option Shares unless and until said Option
Shares are issued to the Employee as provided in the Plan. Except as provided in
Section 14 of the Plan, no adjustment will be made for dividends or other rights
in respect of which the record date is prior to the date such stock certificates
are issued.
12. MODIFICATION AND TERMINATION BY BOARD OF DIRECTORS. The rights of the
Employee are subject to modification and termination upon the occurrence of
certain events as provided in Section 6(c) of the Plan (relating to stock splits
and other corporate reorganization or recapitalization transactions) and Section
11 (relating to a Change in Control). Any such modification, to the extent
authorized by the Plan, shall be effective at such time and upon such terms and
conditions as may be specified in a notice sent to Employee in accordance with
Paragraph 13 hereof.
13. NOTICES. All notices to the Company provided for in this Option shall be
addressed to the Company in care of its President at its principal office and
all notices to the Employee shall be addressed to the address appearing in
Employee's personnel file maintained by the Company, or to such other address as
either may designate to the other in writing. Notice to the Company shall be
effective upon receipt, and notice to the Employee shall be effective on the
second business day after mailing, or upon receipt, whichever is earlier.
14. GOVERNING LAW. This Agreement shall be governed by the internal laws of the
State of California.
15. ENTIRE AGREEMENT; AMENDMENTS. This Option (together with the Plan) contains
the entire understanding of the parties with respect to the subject matter
hereof and may not be amended except by a written amendment signed by the party
to be charged, or pursuant to Sections 6(c), 11 or 13 of the Plan. "The subject
matter hereof" is any and all options to purchase Company securities that
Employee has earned or has any right to receive.
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16. INCORPORATION OF PLAN. All of the provisions of the Plan are incorporated
herein by reference as if set forth in full herein. In the event of any conflict
between the terms of the Plan and any provision contained herein, the terms of
the Plan shall be controlling and the conflicting provisions herein shall be
disregarded.
READ THIS BEFORE SIGNING BELOW
Furthermore, you acknowledge receipt of a copy of the Company's Stock Option
Plan and by signing this Notice you are signing and agreeing to the "Option
Agreement."
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