Exhibit 10.22
GREAT WESTERN FINANCIAL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
(EARLY VESTING PROVISIONS)
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, the Employee has performed and is expected to
continue to perform services to the Corporation; and
WHEREAS, the Corporation has granted to the Employee
pursuant to the 1988 Stock Option and Incentive Plan, as
amended (the "Plan"), 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 past and
prospective services rendered and to be rendered by Employee,
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"), 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. The Option may be
exercised, in whole or in part, from time to time, until its
expiration or earlier termination. 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;
(b) if the Employee's employment terminates as aresult of
Retirement, the Employee may at any time within a period of
two years after such Retirement exercise the Option; 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 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, reclassification, 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 or its exercise. 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.
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
Plan, including 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: