EXHIBIT 4.3
Form of Stock Option Agreement to be entered
into with Optionees with respect to Incentive Stock Options
STOCK OPTION AGREEMENT
----------------------
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
WESTWOOD FINANCIAL CORPORATION
1993 STOCK OPTION PLANS -- A and B
STOCK OPTIONS for a total of ___________ shares of Common Stock, par value
$0.10 per share, of Westwood Financial Corporation (the "Company"), which Option
is intended to qualify as an Incentive Stock Option under Section 422 of the
Internal Revenue Code of 1986, as amended, is hereby granted to ___________ (the
"Optionee") at the price determined as provided in, and in all respects subject
to the terms, definitions and provisions of the 1993 Stock Option Plans A and B
(the "Plan") adopted by the Company which is incorporated by reference herein,
receipt of which is hereby acknowledged.
1. Option Price. The Option price is $__________ for each Share, being 100% of
the fair market value, as determined by the Committee, of the Common Stock on
the date of grante of this Option.
2. Exercises of Option. This Option shall be exercisable in accordance with
provisions of the Plan and actions of the Plan Committee as follows:
(a) Schedule of Rights to Exercise.
Total of Shares Subject
Years of Continuous Employment After to Option Which May
Date of Grant of Option Be Exercised
------------------------------------ -------------------
Upon grant.......................... 0%
6 months............................ 50%
18 months or more................... 100%
Such Options shall become 100% exercisable upon the death or disability of
the Optionee or a Change in Control of the Company.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) 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, his address and Social Security Number (or if more
than one, the names, addresses and Social Security Numbers of such
persons);
(ii) 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;
(iii) Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons
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
(iv) Be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. 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.
(c) 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. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised more than ten (10)
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.
2
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
WESTWOOD FINANCIAL CORPORATION
Date of Grant: __________________ By: _____________________________________
Attest:
_________________________________
[SEAL]
3
INCENTIVE STOCK OPTION EXERCISE FORM
------------------------------------
PURSUANT TO THE
WESTWOOD FINANCIAL CORPORATION
1993 STOCK OPTION PLANS -- A and B
______________
(Date)
WESTWOOD FINANCIAL CORPORATION
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
shares, par value $0.10, of Common Stock of Westwood Financial Corporation under
and pursuant to a Stock Option Agreement dated ___________, 19____ .
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
_________ of Common Stock
$ Total
=========
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 ______________________________________
Very truly yours,
_________________
