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EXHIBIT 4.2
AMERICAN NATIONAL FINANCIAL, INC.
1999 STOCK OPTION PLAN
1. Purpose. The purpose of the American National Financial, Inc. 1999 Stock
Option Plan (the "Plan") is to encourage outstanding individuals to accept or
continue employment with American National Financial, Inc. (the "Company") and
its subsidiaries and to furnish maximum incentive to such employees to improve
operations and increase profits by providing such employees opportunities to
acquire shares of the Company's common stock ("Common Stock") on the terms
herein provided.
2. Administration. The plan will be administered by a committee of the
Board of Directors of the Company consisting of not less than three non-employee
directors as the Board may designate from time to time, all of whom qualify as
disinterested persons within the meaning of SEC Regulation
sec. 240.16b-3(c)(2)(I). Subject to the provisions of the Plan and such other
policies with respect thereto as may be established from time to time by the
Board, the Committee shall determine the individuals to whom options are to be
granted hereunder and the terms and conditions of such options. The Committee
shall also interpret the Plan, prescribe, amend, and rescind rules and
regulations relating thereto, and make all other determinations necessary or
advisable for the administration of the Plan, all in accordance with the terms
of the Plan and the best interests of the Company and its shareholders. A
majority of members of the Committee shall constitute a quorum and all
determinations of the Committee shall be made by a majority of its members. Any
determination of the Committee under the Plan may be made without notice or
meeting of the Committee by a writing signed by a majority of the Committee
members.
3. Participants. Options may be granted to officers and key employees of
the Company or any or all of its present or future subsidiaries, such key
employees being those employees to substantially contribute to the success of
the Company and its subsidiaries. A director of the Company or of a subsidiary
who is not also an employee of the Company or of a subsidiary shall not be
eligible to receive an option hereunder.
4. Shares Reserved Under the Plan. There is hereby reserved for issuance
under the Plan an aggregate of 1,775,000 shares of Common Stock, which may be
newly issued or treasury shares. Any shares subject to a stock option may
thereafter be subject to a new option under this Plan if there is a lapse,
expiration, or termination of any such option prior to the issuance of shares
thereunder.
5. Option Terms. The options granted hereunder will constitute nonqualified
stock options and will be subject to the following terms and conditions:
(a) Option Period. Options granted under the Plan shall be exercisable
in such installments and for such periods as may be fixed by the Committee
at the time of grant, but in no event shall any stock option extend for a
period of excess of twelve years from the date of grant.
(b) Option Price. Options granted hereunder shall have such per-share
option price as the Stock Option Committee may determine at the date of
grant. Such option price may be substantially less than the fair market
value of the Common Stock at the date of grant to reflect the application
of the optionee's deferred bonus. The Committee, in its discretion, may
also provide reductions in the option price during the option term to
reflect decreases in the fair market value of the stock and to encourage
holding of options by participants.
(c) Nontransferability. Each option granted under the Plan shall not
be transferable by the optionee other than by will or the laws of descent
and distribution and shall be exercisable during the optionee's lifetime
only by the optionee. In the event of the death of an optionee during
employment or within three months after termination of employment, any
option granted to the optionee shall be exercisable only within one year
after the date of death (but not beyond the original exercise period for
such option) and then only by the executor or administrator of the estate
of the deceased optionee or the person or persons to whom the deceased
optionee's rights under the option shall pass by will or the laws of
descent and distribution and only to the extent that the deceased optionee
was entitled to exercise at the date of death.
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(d) Termination of Employment. In the event that the employment of an
optionee shall be terminated other than by death, any outstanding options
shall be exercisable for a period of three months after the date of
termination but only within the original exercise period of such option.
Options shall not be affected by any change of employment so long as the
optionee continues to be an employee of the Company or a subsidiary.
Nothing in the Plan or in any option granted hereunder shall confer on any
employee any right to continue in the employ of the Company or any
subsidiary or to interfere with the right of the Company or any such
subsidiary to terminate employment at any time.
(e) Exercise. Exercise of any option hereunder shall be accompanied by
payment in cash of the exercise price and any taxes required to be withheld
in connection with exercise. The purchase price any required taxes may also
be paid by the delivery of shares of Common Stock then owned by the
participant valued by the Company on the date of delivery. The Committee
may also allow an optionee to elect to pay all or a portion of any required
taxes by having the Company withhold shares of Common Stock having a fair
market value equal to the amount of taxes required to be withheld.
6. Future Adjustment Provisions.
(a) If the Company shall at any time change the number of issued
shares of Common Stock without new consideration to the Company (by stock
dividend, stock split, or similar transaction), the total number of shares
covered by the outstanding option shall be adjusted so that the aggregate
consideration payable to the Company and the value of the option shall not
be changed.
(b) In the case of any merger, consolidation or combination of the
Company with or into another corporation other than a merger,
consolidation, or combination in which the Company is the continuing
corporation and which does not result in the outstanding Common Stock being
converted into or exchanged for different securities, cash, or other
property, or any combination thereof (an "Acquisition"), any optionee shall
have the right (subject to the provisions of the Plan and any limitations
applicable to the option) thereafter and during the term of the option to
receive upon exercise thereof the acquisition consideration receivable upon
such Acquisition by a holder of the number of shares of Common Stock which
might have been obtained upon exercise of the option or portion thereof, as
the case may be, immediately prior to such Acquisition.
7. Other Provisions. Any options granted under the Plan may also be subject
to such other provisions as the Committee determines appropriate, including
provisions to comply with federal and state securities laws, and understandings,
or conditions as to the optionee's employment in addition to those specifically
provided under the Plan.
8. Duration, Amendment, and Termination. No option shall be granted more
than ten years after the adoption of this Plan; provided, however, that the
terms and conditions applicable to any option granted within such period may
thereafter be amended or modified by mutual agreement between the Company and
the optionee of such other persons as may then have an interest therein. The
Board of Directors may amend the Plan from time to time or terminate the Plan at
any time. However, no action authorized by this paragraph shall adversely affect
any outstanding option without the optionee's consent.
9. Shareholder Approval. This Plan was adopted by the Board of Directors on
March 17, 1999, and was approved by the Shareholders on June 16, 1999.
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