Exhibit 10.21
GREAT WESTERN FINANCIAL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the ___ day of _________ 19___, between
GREAT WESTERN FINANCIAL CORPORATION, a Delaware corporation (the
"Corporation"), and _________________ (the "Employee").
W I T N E S S E T H
WHEREAS, pursuant to the 1988 Stock Option and Incentive Plan, as
amended (the "Plan"), the Corporation has granted to the Employee as of
the ___ day of __________, 19___ (the "Award Date") a nonqualified stock
option to purchase all or any part of ______________ authorized but
unissued or treasury shares of Common Stock, $1.00 par value, of the
Corporation upon the terms and conditions set forth herein and in the
Plan.
NOW, THEREFORE, in consideration of the mutual promises and covenants
made herein and the mutual benefits to be derived herefrom, the parties
hereto agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.
2. Grant of Option. This Agreement evidences the Corporation's
grant to the Employee of the right and option to purchase, on the terms
and conditions set forth herein and, to the extent expressly herein
provided, in the Plan, all or any part of an aggregate of shares of
the Common Stock of the Corporation at the price of $______ per share (the
"Option"), exercisable from time to time, subject to the provisions of
this Agreement, prior to the close of business on the day before the tenth
anniversary of the Award Date (the "Expiration Date"). Such price equals
the Fair Market Value of the Corporation's Common Stock as of the Award
Date.
3. Exercisability of Option. Except as provided in Sections 6 and 8
hereof, no shares may be purchased by exercise of the Option until the
expiration of one year after the Award Date. The Option shall become
exercisable in installments as to 20% of the aggregate number of shares
set forth in Section 2 hereof (subject to adjustment) on and after the
first anniversary of the Award Date and as to an additional 20% of the
aggregate number of such shares (subject to adjustment) on each of the
second, third, fourth and fifth anniversaries of the Award Date. To the
extent the Employee does not in any year purchase all or any part of the
shares to which the Employee is entitled, the Employee has the right
cumulatively thereafter to purchase any shares not so purchased and such
right shall continue until the Option terminates or expires. No fewer
than 25 shares may be purchased at any one time, unless the number
purchased is the total number at the time available for purchase under the
Option.
4. Method of Exercise of Option. The Option shall be exercisable by
the delivery to the Corporation of a written notice stating the number of
shares to be purchased pursuant to the Option and accompanied by payment
in (i) cash or by check payable to the order of the Corporation for the
full purchase price of the shares to be purchased, (ii) at the discretion
of the Administrator and pursuant to such conditions and restrictions as
the Committee may establish by the exchange of shares of Common Stock of
the Corporation then owned by the Employee having a Fair Market Value
equal to such purchase price, (iii) at the discretion of the
Administrator, by the payment and exchange of part cash and part stock
with the sum of the cash and Fair Market Value of the stock equal to such
purchase price, or (iv) by the payment of such other form of legal
consideration as may be approved by the Board of Directors and the
Administrator. In addition, the Employee (or the Employee's Beneficiary
or Personal Representative) shall furnish any written statements required
pursuant to Section 10 below.
5. Continuance of Employment. As a condition of the Option, the
Employee hereby agrees to remain in the employ of the Corporation or one
of its Subsidiaries for a period of one year after the Award Date.
Nothing contained in this Agreement or in the Plan shall confer upon the
Employee any right with respect to the continuation of his or her
employment by the Corporation or any Subsidiary or interfere in any way
with the right of the Corporation or of any Subsidiary at any time to
terminate such employment or to increase or decrease the compensation of
the Employee from the rate in existence at any time.
6. Effect of Termination of Employment or Death. The Option and all
other rights hereunder, to the extent not exercised, shall terminate and
become null and void at such time as the Employee ceases to be employed by
either the Corporation or any Subsidiary, except that
(a) if the Employee's employment terminates (other than (i)
as a result of death or of Retirement (as such term is defined in
the Great Western Retirement Plan, as from time to time in effect)
or (ii) at the request of the Corporation or any Subsidiary as
determined by the Administrator in its sole discretion), the
Employee may at any time within a period of three months after
such termination exercise the Option to the extent the Option was
exercisable at the date of such termination;
(b) if the Employee's employment terminates as a result of
Retirement, the Employee may at any time within a period of two
years after such Retirement exercise the Option to the extent the
Option was exercisable at the date of such Retirement; and
(c) if the Employee dies while in the employ of the
Corporation or any Subsidiary, or within three months after a
termination described in subsection (a) of this Section 6
(excluding a termination described in the parenthetical clause
thereof), or within two years after termination as a result of
Retirement as described in subsection (b) of this Section 6, then
the Option, to the extent that the Employee was entitled to
exercise the Option on the date of his or her death (or such
earlier termination), may be exercised within a period of one year
after the date of death by the Employee's Beneficiary;
provided, however, that in no event may the Option be exercised by
anyone under this Section or otherwise after the Expiration Date.
If the Employee is employed by an entity which ceases to be a
Subsidiary, other than by merger with or liquidation into another
Subsidiary, such event shall be deemed for purposes of this
Section 6 to be a termination of the Employee's employment
described in subsection (a).
7. Non-Transferability of Option. During the Employee's lifetime,
the Option and any other rights hereunder may be exercised only by the
Employee, except as otherwise expressly provided in Section 6.1.3 of, or
pursuant to, the Plan.
8. Adjustments and Other Effects (including Termination) upon Certain
Events. If the outstanding shares of the Corporation's Common Stock are
changed into or exchanged for cash or a different number or kind of shares
or securities of the Corporation, or if additional shares or new or
different shares or securities are distributed with respect to the
outstanding shares of the Corporation's Common Stock, through a
reorganization or merger in which the Corporation is the surviving entity
or through a combination, consolidation, recapitalization, reclassifica-
tion, stock split, stock dividend, reverse stock split, stock
consolidation or other capital change or adjustment, an appropriate
proportionate equitable adjustment shall be made in the number and kind of
shares or other consideration that is subject to or may be delivered
pursuant to the Option. A corresponding adjustment to the consideration
payable with respect to the Option shall also be made as appropriate. In
addition, the Option and rights of the Employee hereunder are subject to
adjustment, modification and termination in certain other circumstances
and upon occurrence of certain other events, as set forth in the
provisions of Article II, Sections 6.3 and 6.4, and the last sentence of
Section 6.2 of the Plan, to the extent applicable to Options granted under
the Key Employee Program.
9. Limitation of Employee's Rights. Neither the Employee nor any
other person entitled to exercise the Option shall have any of the rights
or privileges of a stockholder of the Corporation in respect of any shares
deliverable upon exercise of the Option unless and until a certificate
representing such shares shall have been issued in the name of the
Employee or such person.
10. Representations of the Employee. The Employee agrees that the
Corporation shall not be required to deliver shares upon the exercise of
the Option if prevented or prohibited from doing so under applicable law.
If the shares are not registered with the Securities and Exchange
Commission at the time of such exercise, the Employee shall be required to
deliver an investment letter in form acceptable to the Corporation and all
certificates representing shares issued shall bear appropriate legends
reflecting restrictions on transfer under applicable laws. The Employee
agrees by acceptance of the Option and, in such letter, the Employee shall
represent that he or she will acquire the shares issuable upon such
exercise for his or her own account, for the purpose of investment, and
not with a view to or for sale in connection with any distribution, and
that he or she will not offer, sell or otherwise transfer or dispose of
such shares or any interest therein except in compliance with all
securities laws applicable to such action. The Corporation may impose
stop transfer instructions to implement such limitations, if applicable.
Any person or persons entitled to exercise the Option under the provisions
of Section 7 hereof shall be bound by and obligated under the provisions
of this Section 10 to the same extent as is the Employee.
11. Tax Withholding. The Corporation shall be entitled to require
deduction from other compensation payable to the Employee any sums
required by federal, state or local tax law to be withheld with respect to
the exercise of the Option, but, in the alternative, (i) the Corporation
may require the Employee or other person exercising the Option to advance
such sums in cash, or (ii) if the Employee or other person exercising the
Option elects, the Corporation may withhold shares of the Corporation's
Common Stock having a Fair Market Value equal to the sums required to be
withheld. If the Employee or other person exercising the Option elects to
advance such sums directly, written notice of that election shall be
delivered prior to such exercise and, whether pursuant to such election or
pursuant to a requirement imposed by the Corporation, payment in cash or
by check of such sums for taxes shall be delivered within ten days after
the date of exercise. If the Employee or other person exercising the
Option elects to have the Corporation withhold shares of the Corporation's
Common Stock having a Fair Market Value equal to the sums required to be
withheld, the value of the shares of the Corporation's Common Stock to be
withheld will be equal to the Fair Market Value of such shares on the date
that the amount of tax to be withheld is to be determined (the "Tax
Date"). Elections by the Employee to have shares of the Corporation's
Common Stock withheld for this purpose will be subject to the following
restrictions: (w) the election must be made prior to the Tax Date, (x)
the election must be irrevocable, (y) the election will be subject to the
approval or disapproval (as the case may be) of the Administrator, and (z)
if the Employee is an officer of the Corporation within the meaning of
Section 16 of the Exchange Act, the election, in addition, may not be made
within six months of the grant of the Option (except that this limitation
will not apply in the event that the death or Disability of the Employee
occurs prior to the expiration of the six month period) and either must be
made at least six months prior to the Tax Date or in one of the periods
beginning on the third business day following the date of release of the
Corporation's quarterly or annual summary statements of sales and earnings
and ending on the twelfth business day following such date. The
Corporation shall not be obligated to issue shares and/or distribute cash
to the Employee or other person exercising the Option upon exercise of the
Option until such payment has been received or shares have been so
withheld, unless withholding as of or prior to the date of such exercise
is sufficient to cover all such sums due or which may be due with respect
to such exercise.
12. Employment by Subsidiaries. Employment by any Subsidiary shall
be considered as the equivalent of employment by the Corporation for all
purposes of this Agreement, unless the Board otherwise determines.
13. Notices. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Corporation at its
principal office in Chatsworth, California, to the attention of the
Corporate Secretary and to the Employee at the address given beneath the
Employee's signature hereto, or at such other address as either party may
hereafter designate in writing to the other.
14. Laws Applicable to Construction. The Option has been granted,
executed and delivered at Chatsworth, California, and the interpretation,
performance and enforcement of this Agreement shall be governed by the
laws of the State of California, except as otherwise provided in Section
6.8 of the Plan.
15. Plan. The Option is subject to, and the Employee agrees to be
bound by, all of the terms and conditions of the provisions of Articles I
and II and Sections 4.2, 6.1, 6.3, 6.4, 6.5, 6.7 and 6.8 and the last
sentence of Section 6.2 of the Plan. The Employee acknowledges receipt of
a copy of the Plan, which, to the extent set forth in the preceding
sentence, is made a part hereof by this reference. Unless otherwise
expressly provided in other Sections of this Agreement, provisions of the
Plan that confer discretionary authority on the Administrator do not (and
shall not be deemed to) apply to the Option or create rights in the
Employee unless such application or rights are expressly so conferred by
appropriate action of the Administrator, in its sole discretion, under the
Plan after the date hereof.
16. Effect of Agreement. This Agreement shall not be binding upon
and shall not inure to the benefit of any successor or successors of the
Corporation except as provided pursuant to Section 6.3 of the Plan.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Employee has
hereunto set his or her hand.
GREAT WESTERN FINANCIAL
CORPORATION (a Delaware
corporation)
By _________________________
Title____________________
EMPLOYEE
__________________________
(Signature)
__________________________
(Print Name)
__________________________
(Address)
__________________________
(City, State, Zip Code)
Executed: