Exhibit 10.2
DYNEX CAPITAL,
INC.
DIRECTOR STOCK OPTION
AGREEMENT
THIS AGREEMENT, dated as of the 17 th
day of June, 2005 between DYNEX CAPITAL, INC. (the
“Corporation”), and _____________ (the
“Recipient”).
WHEREAS, pursuant to the DYNEX CAPITAL, INC.
2004 Stock Incentive Plan (the “Plan”), and pursuant to
that certain Action-in-Writing dated April 13, 2005, the Board
wishes to enable the Recipient to participate in its future success
and to associate their interests with those of the Corporation and
its shareholders through the grant of an option to purchase Common
Stock of the Corporation under the terms outlined below;
and
WHEREAS, the Recipient desires to accept said
award in accordance with the terms and provisions of the Plan and
this Agreement.
NOW THEREFORE, in consideration of the premises
and of the mutual covenants and agreements hereinafter set forth,
the Corporation and the Recipient agree as follows:
Subject to the terms and conditions of the Plan
and subject further to the terms and conditions set forth herein,
the Corporation granted to the Recipient on June 17, 2005
(“Date of Grant”) the right and option to purchase from
the Company all or any part of an aggregate of 5,000 shares of
Common Stock at the option price of $8.46 per share which is 110%
of Fair Market Value of Common Stock on the Date of Grant. This
option is not intended to be an “Incentive Stock
Option” under section 422 of the Code. Such option will be
exercisable as hereafter provided. Capitalized terms not otherwise
defined herein have the meanings given to them in the
Plan.
This option shall be exercisable with respect to
all of the shares subject to the option on the Date of Grant. Once
this option has become exercisable in accordance with the previous
sentence it shall continue to be exercisable until the termination
of Recipient’s rights hereunder pursuant to paragraph 6. A
partial exercise of this option shall not affect Recipient’s
right to exercise this option with respect to the remaining shares,
subject to the conditions of the Plan and this
Agreement.
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3.
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Method of Exercising and Payment for
Shares .
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This option shall be exercised by delivery of a
written Notice of Exercise stating the number of shares the
Recipient desires to exercise. The form of Notice of Exercise is
attached to this Agreement as Exhibit A. The exercise date shall be
the later of the date specified in the Notice of Exercise or the
date such notice is received by the Corporation. Notices should be
delivered to Dynex Capital, Inc., at its Corporate headquarters,
Attention: Chief Financial
Officer. Such notice shall be accompanied by the
payment of the option price in full, in cash or cash
equivalent.
This option shall terminate upon the earliest of
the following events:
(b) The expiration of twelve (12) months after the
date the Recipient ceases to be a member of the Board, provided,
however, that if the Recipient continues to provide consulting or
other material services to the Corporation, the expiration date
will be twelve (12) months from the time that the Recipient no
longer provides consulting or other material services to the
Corporation.
(c) The expiration of twelve (12) months after the
date of death of the Recipient if death occurs while the Recipient
is a member of the Board. During this period, the Recipient’s
estate, personal representative or beneficiary shall have the right
to exercise the option to the extent it is exercisable on the date
of Recipient’s death.
(d) The expiration of twelve (12) months after the
date the Recipient is terminated from service on the Board due to
disability. During this period
