DIRECTOR NONQUALIFIED STOCK
OPTION AGREEMENT
THIS
AGREEMENT is dated
effective as of the grant date set forth in Exhibit 1 attached
hereto (December 3, 2008), between CS Financing CSF, a Delaware CSF
(the “CSF”), and David Weild, a director of CSF
(“Grantee”).
The parties
agree as follows:
1. Grant of
Options . The CSF hereby grants to grantee an Option to
purchase from the CSF all or any part of an aggregate amount of the
shares of the Common Stock of the CSF, $0.01 par value per share
(the “Common Stock”), at the Option price and on other
terms, as set forth in Exhibit 1 attached hereto and made a part
hereof. The date of this Agreement is the effective date of the
grant. This Option is not intended to qualify as an
Incentive Stock Option as described in Section 422 of the Internal
Revenue Code of 1986 and is referred to as a Nonqualified Stock
Option.
2. Exercise
Period . This option shall vest and become exercisable in
accordance with the schedule attached hereto as Exhibit 1 and made
a part hereof. All vested Options must be exercised on or before a
date ten (10) years from the date of the grant. Vesting shall
continue in accordance with Exhibit 1 so long as Grantee is a
director of the CSF at the time shares vest.
3. Exercise
of Option . The vested portion of this Option may be
exercisable only by written notice of intent to the CSF at its
office at 21 Tamal Vista Blvd., Suite 230, Corte Madera, California
94925. Such notice shall state the number of shares of Common Stock
in respect of which the Option is being exercised and shall be
accompanied by payment for such Common Stock in cash, certified or
cashier’s check or by personal check. A form of Notice of
Exercise is attached hereto as Exhibit A.
4.
Withholding . In the event that the Grantee elects to
exercise this Option or any part thereof, and if the CSF shall be
required to withhold any amounts by reasons of any federal, state
or local tax laws, rules or regulations in respect of the issuance
of shares to the Grantee pursuant to the Option, the CSF shall be
entitles to deduct and withhold such amounts from any payments to
be made to the Grantee. In any event, the Grantee shall make
available to the CSF, promptly when requested by the CSF,
sufficient funds to meet the requirements of such withholding; and
the CSF shall be entitles to take and authorize such steps as it
may deem advisable in order to have such funds available to the CSF
out of any funds or property due or to become to the
Grantee.
5. No
Shareholder Rights . Grantee shall have no rights as a
stockholder with respect to any shares of Common Stock subject to
this Option prior to the date of issuance of a certificate or
certificates for such shares.
6.
Investment Representation . Notice of the exercise of this
Option may include a representation that any of the Option shares
purchases shall be acquired as an investment and not with a view
to, or sale in conne
