EXHIBIT 10.22
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 25% 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 25% of the
aggregate number of such shares (subject to adjustment) on each of the
second, third and fourth 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,
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. 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 Corpora-
tion'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:
CONSENT OF SPOUSE
-----------------
In consideration of the execution of the foregoing Nonqualified Stock Option
Agreement by Great Western Financial Corporation, I,
____________________________, the spouse of the Employee herein named, do hereby
join with my spouse in executing the foregoing Nonqualified Stock Option
Agreement and do hereby agree to be bound by all of the terms and provisions
thereof and of the Plan.
DATED: ______________, 19__. _____________________________
Signature of Spouse