Exhibit 99.3
Banco Santander Central Hispano Young Executives Plan
In Madrid, this twenty-ninth day of July two thousand.
B E T W E E N
For the first part, , with , on behalf and in representation of Banco Santander Central Hispano, S.A. (hereinafter referred to as “BSCH” or “the Bank”), resident for the purposes of this agreement in Madrid, Plaza de Canalejas no. 1.
And for the second part, ……………………………… , holder of N.I.F. (Fiscal Identification Number) ……………… (hereinafter referred to as the “Young Officer” or “the beneficiary of the option”).
Both parties mutually acknowledge their capacity to enter into this agreement, and for such purpose state as follows:
R E C I T A L S
| I. | Whereas, BSCH, within its Human Resources policy for the remuneration of youngofficers, has designed a remuneration plan linked to the stock market performance ofthe Bank’s shares. |
| II. | Whereas, the continuation of this plan in subsequent years is not assumed, either withrespect to its design or its particular conditions. |
| III. | Whereas, this plan is implemented by the granting of a specific number of options tobuy shares of the Bank, the parties having decided that the legal treatment andparticular circumstances of which should be reflected in writing in order to betterinform the beneficiaries. |
| IV. | Whereas, both parties being in agreement with the plan so designed, have decided toenter into a stock option agreement, in accordance with the following. |
C L A U S E S
ONE. - OBJECT OF THE AGREEMENT.
The object of this agreement is to regulate the conditions under which BSCH grants to the Young Officer the authority for the latter to decide, with total freedom and exclusivity, at a specific time in the future, the exercising of the rights recognised by this agreement and which will take the form of the possibility of acquiring a specific number of shares of the Bank under two different alternative procedures.
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TWO. - NUMBER OF SHARES.
…………. is hereby granted, and accepts, a total of ………… purchase options, each of which confers the rights recognised herein.
THREE. - ACQUISITION PRICE.
Each purchase option conferred on the beneficiary entails the right to acquire one share of Banco Santander Central Hispano at the price of 3.35 euros.
FOUR. - EXERCISE TIME-LIMIT.
| 4.1 | No option conferred may be exercised before June 30th 2003 (exclusion period). |
| 4.2 | 24 months from the conclusion of the exclusion period is established as the time limitfor exercising the options, in 2 tranches, i.e., from July 1st 2003 until June 30th 2005. |
| 4.3 | Once the exclusion period has elapsed, the Young Officer may convert into cash therights recognised herein, in the following manner: |
| 1st tranche: Up to 50%, from 1-7-2003 to 30-6-2004 | |
| 2nd tranche: Rest, from 1-7-2004 to 30-6-2005 | |
| 4.3 | After the last day of the exercise period has elapsed, the options granted will cease tobe valid, may not be exercised and will not confer any rights on the owner of same. |
FIVE. - RIGHTS RECOGNISED UNDER THIS AGREEMENT.
| 5.1 | Once the beneficiary of the options, within the exercise period and in writing asdefined for such purpose, has notified his/her intention to exercise the rightsrecognised according to Clause4.2hereof, the Bank will make available to suchbeneficiary a specific number of shares, with no economic consideration, thequantification of which will be calculated as follows: |
| Calculating the difference between the value of the number of shares at the openingprice (O.P.) on the Madrid Stock Exchange the 2ndbusiness day from the date onwhich the Bank receives the notification, less the acquisition price of such number ofshares (A.P.) and, after deduction of the amount to be paid on account of income tax,divided between the aforementioned unit opening price (Unit O.P.). |
| No. of shares | – | [(O.P.) – (A.P.)] – Income Tax | |||
| made available | – | (Unit O.P.) | |||
| – | |||||
| – |
| 5.2 | As an alternative to what is established in the preceding paragraph, the YoungOfficer may accordingly exercise, in either of the 2 tranches, a purchase option on theshares conferred under ClauseTWOof this agreement, according to point4.2.,stating thus in the notification indicated under point5.1. |
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As of the second business day from the time that the Bank receives such notification, it should carry out all the necessary formalities to effectively make the transfer of the shares.
The acquisition price of the share, on exercising the option, will be that established in ClauseTHREE, and the total amount should be made available to BSCH at the time of exercising the option.
The Young Officer will be responsible for making payment of the respective amount on account of income tax as a result of the taxable event represented by the remuneration in kind generated by the difference between the market value and that of acquisition.
SIX. - SHARE AVAILABILITY COMMITMENT BY THE BANK.
From the time that the purchase options may be exercised, BSCH undertakes to guarantee the acquisition of a sufficient number of shares in order to make payment of the rights recognised hereunder.
SEVEN. - DILUTION OF CAPITAL DURING THE PERIOD FOR GRANTING THE OPTIONS.
| 7.1 | In the event that a dilution of share capital occurs as a result of a capital increase,division of the nominal amount, merger, take-over, etc., in the period between thedate of this agreement and the date from which the options may be exercised, thegrantor undertakes to adjust the option price downwards by the respective underlyingvalue, and where applicable, to make an upward adjustment in the number of optionsto be exercised. |
| 7.2 | Any dilutive effect as a result of capital increases linked to correlative and priorcapital reductions intended to re-establish net worth balance arising from losses isexcluded from the guarantee established in the preceding paragraph. |
EIGHT. - TRANSFER OF OPTIONS.
The purchase options are non-transferable to third parties, with the exceptions stated in ClauseTEN.
NINE. - MAINTAINING THE SHARE PORTFOLIO.
The Young Officer undertakes to maintain his/her ownership of the shares conferred or acquired through purchase as a result of this agreement, and not to transfer them for a period of one year from the date they are transferred to him/her.
TEN. - PERSONAL AND PROFESSIONAL CIRCUMSTANCES OF THE OPTING PARTY THAT COULD INFLUENCE THE PURCHASE OPTION.
| 10.1 | The extinction of the employment relationship at the wish of the Young Officer ordue to dismissal with cause for disciplinary or objective reasons, will automaticallyresult in the loss of the right to exercise the options. |
| 10.2 | Whenever the extinction of the employment relationship is due to permanentdisability, the Young Officer will not lose his/her option right, which may be |
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| exercised under the terms and conditions and within the time-limits under which itwas granted to him/her. | |
| 10.3 | If the extinction of the employment relationship occurs by resolution of the Bank, theYoung Officer will not lose his/her option right, which must be exercised within amaximum period of 15 days from the date of the occurrence of the event causingsuch extinction or from the conclusion of the exclusion period, according to whethersuch event had occurred outside or inside such exclusion period. |
| 10.4 | In the event that the Young Officer requests a leave of absence and this isacknowledged by the Bank, if the exclusion period has elapsed, he/she shouldexercise the purchase option at that time. If the leave of absence occurs outside theexclusion period (unless such leave of absence is involuntary or of a special naturedue to the Young Officer in question transferring to a company of the Group), he/shewill lose all option rights. |
| If the leave of absence is involuntary and takes place within such period, the YoungOfficer should exercise his/her options within the 15 days following the conclusionof the aforementioned exclusion period. | |
| In the case of a special leave of absence owing to the transfer of the Young Officer toa company of the Group, the stipulations of this agreement will remain in force in theYoung Officer’s new employment situation. | |
| 10.5 | In the event of the death of the Young Officer prior to the exercising of the purchaseoption, his/her legal heirs may exercise, in place of the decedent, the stock optionsunder the terms and conditions and within the time-limits granted to the latter. |
| 10.6 | The elimination of the Young Officer’s position will not involve the loss of the rightsestablished in this agreement, unless it involves the extinction of his/her employmentcontract under the terms established in the preceding paragraphs. |
ELEVEN. - EXTINCTION OF THE PURCHASE OPTION.
The options granted by this agreement will be extinguished in the following circumstances:
| a) | By execution of the options within the established time-limits. |
| b) | If the time limit for exercising the option has elapsed without the opting party (or his/her heirs) having notified his/her decision to effectively exercise the options. |
| c) | By extinction of the employment relationship, except in the cases stated in ClauseTEN. |
| d) | By general causes of extinction of obligations. |
And as proof of their acceptance of the contents of this document, the parties have signed it in duplicate on the date and at the place first above written.
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