EXHIBIT 99.1
AS AMENDED THROUGH JANUARY 26, 1998
AS ADJUSTED FOR THE TEN-FOR-ONE STOCK
SPLIT IN JULY 1996 AND THE TWO-FOR-ONE
STOCK SPLIT IN NOVEMBER 1997
OCWEN FINANCIAL CORPORATION
1991 NON-QUALIFIED STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Committee" shall mean the Compensation Committee of the
Board, which shall consist of such person or persons as may be
appointed from time to time by the Board until such time as
the Stock is registered under the Exchange Act, following
which time the Committee shall consist of not less than the
minimum number of persons from time to time required by Rule
16b-3, each of whom, to the extent necessary to comply with
Rule 16b-3 only, shall be a "disinterested person" within the
meaning of Rule 16b-3.
(c) "Company" shall mean Ocwen Financial Corporation, a Florida
corporation.
(d) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(e) "Fair Value" of the Stock shall mean (i) if the Stock is
listed or admitted to trading on any securities exchange or
national market system in the United States, the average of
the high and low sales prices on such day on the principal
securities exchange or national market system in the United
States on which the Stock is traded, (ii) if the Stock is not
then listed or admitted to trading on any such day, or if no
sale takes place on such day, the average of the closing bid
and asked prices in the United States on such day, as reported
by a reputable quotation source designated by the Committee,
and (iii) if the Stock is not then listed or admitted to
trading on any such securities exchange or national market
system and no such reported sale price or bid and asked prices
are available, the average of the reported high bid and low
asked prices in the United States on such day, as reported in
THE WALL STREET JOURNAL (Eastern edition) or other newspaper
designated by the Committee.
(f) "Option" shall mean an option to purchase Stock granted
pursuant to the provisions of Article VI hereof.
(g) "Optionee" shall mean a person to whom an Option has been
granted hereunder.
(h) "Option Price" shall mean the price at which an Optionee may
purchase a share of stock under a Stock Option Agreement which
price may be less than Fair Value at the time the Option is
granted.
(i) "Plan" shall mean the Ocwen Financial Corporation 1991
Non-Qualified Stock Option Plan, as amended.
(j) "Rule 16b-3" shall mean Rule 16b-3 as promulgated and
interpreted by the Securities and Exchange Commission under
the Exchange Act, or any successor rule or regulation thereto
as in effect from time to time.
(k) "Stock" shall mean the common stock, $.01 par value, of the
Company or, in the event that the outstanding shares of Stock
are hereinafter changed into or exchanged for shares of a
different stock or securities of the Company or some other
corporation, such other stock or securities.
(l) "Stock Option Agreement" shall mean an agreement between the
Company and the Optionee under which the Optionee may purchase
Stock hereunder.
(m) "Subsidiary" shall mean any corporation, the majority of the
outstanding voting stock of which is owned, directly or
indirectly, by the Company.
ARTICLE II
THE PLAN
2.1 NAME. This plan shall be known as the "Ocwen Financial Corporation
1991 Non- Qualified Stock Option Plan."
2.2 PURPOSE. The purpose of the Plan is to advance the interests of the
Company, its Subsidiaries and its shareholders by affording certain officers and
other key employees of the Company and its Subsidiaries an opportunity to
acquire or increase their proprietary interests in the Company by granting such
persons Options to purchase Stock in the Company. The Options will promote the
growth and profitability of the Company and its Subsidiaries because the
Optionees will be provided with an additional incentive to achieve the Company's
objectives through participation in its success and growth and by encouraging
their continued employment with the Company.
2.3 EFFECTIVE DATE; TERMINATION DATE. The effective date of the Plan is
December 1, 1991. The Plan shall terminate, and no further Options shall be
granted hereunder, after November 30, 2006.
ARTICLE III
PARTICIPANTS
Any "key employee," as determined by the Committee, including executive
personnel, department heads and directors, of the Company or its Subsidiaries
shall be eligible to participate in the Plan, provided that they are full-time
employees of the Company or any of its Subsidiaries.
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ARTICLE IV
ADMINISTRATION
4.1 DUTIES AND POWERS OF COMMITTEE. The Plan shall be administered by
the Committee. In administering the Plan, the Committee's actions and
determinations shall be binding on all interested parties. Subject to the
express provisions of the Plan, the Committee shall have the sole discretion and
authority to determine from among eligible key employees those to whom an Option
shall be granted, the number of shares of Stock subject to the Option, and the
terms and conditions of the Stock Option Agreement. Subject to the express
provisions of the Plan, the Committee shall also have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the details and provisions of each Stock Option
Agreement, and to make all other determinations necessary or advisable in the
administration of the Plan, including, without limitation, the amending or
altering of the Plan and any Options granted hereunder as may be required to
comply with or to conform to any federal, state or local laws or regulations.
The Committee shall have the power to authorize the issuance of Stock in
accordance with the provisions of the Plan. No member of the Committee shall be
liable to any person for any determination made in good faith with respect to
the Plan or any Option granted hereunder.
4.2 COMMITTEE PROCEDURES. The Committee may make such rules and
regulations for the conduct of its business as it may deem necessary or
appropriate. A majority of the members of the Committee shall constitute a
quorum, and any action taken by a majority at a meeting at which a quorum is
present or any action taken without a meeting evidenced by a writing executed by
all the members of the Committee, shall constitute the action of the Committee.
The Committee shall keep minutes of its meetings.
The Company shall supply full and timely information to the Committee
on all matters relating to eligible persons as the Committee may require. The
Company shall furnish the Committee with such clerical and other assistance as
is necessary in the performance of its duties.
4.3 AUTHORITY OF THE BOARD. Notwithstanding anything to the contrary
contained in the Plan, the Plan also may be administered by the Board until such
time as the Stock is registered under the Exchange Act, following which time the
Plan also may be administered by the Board only to the extent permitted by Rule
16b-3. In the event of such administration by the Board, all references to the
Committee in the Plan shall be deemed to refer to the Board and any
employee-director of the Company shall be eligible to be designated a "key
employee" for purposes of the Plan.
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ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
5.1 LIMITATIONS. Subject to any adjustment pursuant to the provisions
of Section 5.2 hereof, the maximum number of shares of Stock which may be issued
and sold hereunder shall not exceed 20,000,000 shares. Shares subject to an
Option may be either authorized and unissued shares or shares issued and later
acquired by the Company. Any shares of Stock that are subject to an Option and
which are forfeited, and any shares of Stock that for any other reason are not
issued to an Optionee, shall automatically become available again for use under
the Plan if Rule 16b-3 under the Exchange Act, as such rule may be amended, or
any successor rule, and interpretations thereof by the Securities and Exchange
Commission or its staff permit such share replenishment.
5.2 ANTIDILUTION. In the event that the outstanding shares of Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of merger,
consolidation, reorganization, recapitalization, reclassification, combination
of shares, stock splitup or stock dividend:
(a) The aggregate number and kind of shares of Stock on
which Options may be granted hereunder shall be
adjusted appropriately;
(b) The rights under outstanding Options granted
hereunder, both as to the number of subject shares
and the Option Price, shall be adjusted
appropriately; and
(c) Where dissolution or liquidation of the Company is
involved, the Optionee shall have the right,
immediately prior to such dissolution or liquidation,
to exercise his Option, in whole or in part, to the
extent that it shall not have been exercised,
subject, however, to the limitations set forth in
Article VI hereof.
The foregoing adjustments and the manner of application thereof shall
be determined solely by the Committee, and any such adjustment may provide for
the elimination of fractional share interests. The adjustments required under
this Article shall apply to any successor or successors of the Company and shall
be made regardless of the number or type of successive events requiring
adjustments hereunder.
ARTICLE VI
OPTIONS
6.1 OPTION GRANT AND AGREEMENT. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option
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Agreement dated as of the date of grant and executed by the Company and the
Optionee. As to each grant hereunder, the terms of the Option, including the
Option's exercise price, shall be stated in the Stock Option Agreement or
incorporated therein by reference to the resolution or written consent of the
Committee setting the terms of the Option. The terms and conditions of the
Option shall be consistent with the Plan.
6.2 OPTION PRICE. The Option Price of the Stock subject to each Option
shall be determined by the Committee.
6.3 EXERCISE PERIOD. The period for the exercise of each Option shall
be ten years from the date of grant, unless the Option is earlier terminated as
may be provided in the Stock Option Agreement.
6.4 OPTION EXERCISE. An Option shall be exercisable in full or in part,
subject to the terms of the Stock Option Agreement, prior to expiration or
termination of the Option.
An Option may be exercised at any time or from time to time during the
term of the Option as to any or all full shares, but not at any time as to less
than 50 shares unless the remaining shares subject to the Option are less than
50 shares. The Option Price is to be paid in full in cash upon the exercise of
the Option, and the Company shall not be required to deliver certificates for
such shares until such payment has been made; provided, however, that in lieu of
cash all or any portion of the Option Price may be paid in such other manner as
may be acceptable to the Committee prior to delivery of the certificate(s)
representing said Stock which may, in the sole discretion of the Committee,
include the tendering to the Company shares of Stock duly endorsed for transfer
and owned by the Optionee, to be credited against the Option Price at their Fair
Value on the date of exercise. The holder of an Option shall not have any of the
rights of a stockholder with respect to the shares of Stock subject to the
Option until such shares have been issued or transferred to him upon the
exercise of his Option.
An Option shall be exercised by written notice of intent to exercise
the Option with respect to a specified number of shares of Stock, which notice
shall include the agreement to sign and abide by the terms and conditions of all
then applicable stockholders' agreements and transfer restrictions and by
payment in full to the Company in accordance with the preceding paragraph of the
Option Price for the number of shares of Stock with respect to which the Option
is then being exercised. The foregoing notice and payment shall be delivered to
the Secretary of the Company. In addition to and at the time of payment of the
Option Price, the Optionee shall pay to the Company in cash the full amount of
any federal and state withholding or other employment taxes applicable to the
taxable income of such Optionee resulting from such exercise; provided, however,
that in lieu of cash all or any portion of such tax obligations, together with
additional taxes not exceeding the actual additional taxes to be owed by the
Optionee as a result of such exercise, may, upon the irrevocable election of the
Optionee, be paid by tendering to the Company shares of Stock duly endorsed for
transfer and owned by the Optionee, or by authorization to the Company to
withhold shares of Stock otherwise issuable upon exercise of the
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Option, in either case in that number of shares having a Fair Value at the time
of exercise equal to the amount of such taxes thereby being paid.
6.5 NONTRANSFERABILITY OF OPTION. No Option shall be transferred by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee, his Option shall be exercisable only by him (or by
his guardian or legal representative, should one be appointed).
ARTICLE VII
STOCK CERTIFICATES
The Company shall not be required to issue or deliver a certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, prior to fulfillment of all of the following conditions:
(a) The execution of all then applicable stockholders' agreements
and agreement to all then applicable transfer restrictions;
(b) The obtaining of any approval or other clearance from any
federal or state governmental agency which the Company upon
the advice of counsel shall determine to be necessary or
advisable; and
(c) The lapse of such reasonable period of time following the
exercise of the Option as may be appropriate for reasons of
administrative convenience.
ARTICLE VIII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time terminate the Plan and may at any time and
from time to time and in any respect amend or modify the Plan; provided,
however, that if the Plan is approved by the stockholders of the Company, the
Board may not thereafter, without further stockholder approval, amend the Plan
to:
(a) Increase the total number of shares of Stock subject to the
Plan;
(b) Materially change or modify the class of employees that may
participate in the Plan; or
(c) Otherwise materially increase the benefits accruing to
participants under the Plan.
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No termination, amendment or modification of the Plan shall adversely
affect any Option previously granted hereunder without the written consent of
the Optionee or his guardian, legal representative or legatee.
ARTICLE IX
MISCELLANEOUS
9.1 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
successors and assigns of the Company.
9.2 SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
9.3 HEADINGS, ETC., NO PART OF PLAN. Headings of articles and sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.
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