Exhibit 10.2
FBR CAPITAL MARKETS
CORPORATION
Form of Incentive Stock Option
Agreement
THIS INCENTIVE STOCK OPTION
AGREEMENT (this “
Agreement ”), dated as of the __ day of _______, 2006,
between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation
(the “U”), and ___________________ (the
“Participant”), is made pursuant and subject to the
provisions of the Company’s 2006 Long-Term Incentive Plan
(the “U”), a copy of which has been made available to
the Participant. All terms used herein that are defined in the Plan
have the meaning given them in the Plan.
1. Grant of Option. Pursuant
to the Plan, the Company, on _______, 2006 (the “ Date of
Grant ”), granted to the Participant, subject to the
terms and conditions of the Plan and subject further to the terms
and conditions herein set forth, the right and Option to purchase
from the Company all or any part of an aggregate of ___________
Shares at the option price of $____ per Share (the “
Option Price ”). This Option is intended to be an
“incentive stock option” under Section 422 of the
Code. This Option will be exercisable as hereinafter
provided.
2. Terms and Conditions. This
Option is subject to the following terms and conditions:
(a) Expiration Date. This
Option shall expire at 11:59 p.m. on the day preceding the tenth
anniversary of the Date of Grant (the “ Expiration
Date ”).
(b) Exercise of Option. This
Option shall be fully exercisable (“ Vested ”):
(i) on and after the third anniversary of the Date of Grant
and upon the attainment of the performance goals established by the
Committee and set forth on Schedule A hereto (the “
Performance Goals ”) or (ii) upon a Change in
Control that occurs on or before the third anniversary of the Date
of Grant. Once this Option becomes exercisable in accordance with
clause (i) or clause (ii) of the preceding sentence, this
Option shall continue to be exercisable until the earlier of the
termination of the Participant’s rights hereunder pursuant to
Paragraphs 3, 4 or 5 or until the Expiration Date. A partial
exercise of this Option shall not affect the Participant’s
right to exercise this Option with respect to the remaining Shares
purchasable under this Option, subject to the terms and conditions
of the Plan and this Agreement.
(c) Method of Exercise and
Payment for Shares. This Option shall be exercised in
accordance with the Plan by written notice delivered to the
attention of the Company’s Chief Financial Officer at the
Company’s principal executive office. The exercise date shall
be (i) in the case of notice by mail, the date of postmark, or
(ii) if delivered in person, the date of delivery. Such notice
shall be accompanied by payment of the Option Price in full, in
cash or cash equivalent acceptable to the Committee, or by the
surrender of Shares that have been held by the Participant for at
least six months with an aggregate Fair Market Value (determined as
of the preceding business day) which, together with any cash or
cash equivalent paid by the Participant, is not less than the
product of Option Price and the number of Shares for which the
Option is being exercised.
(d) Nontransferability . This
Option is nontransferable except that the Participant may transfer
this Option by will or by the laws of descent and
distribution.
3. Exercise in the Event of Death
or Disability. Paragraph 2 of this Agreement to the contrary
notwithstanding, if Participant dies before the expiration of
Participant’s rights under this Option or if
Participant’s employment with the Company and its
Subsidiaries and Affiliates terminates before the expiration of
Participant’s rights und
