Exhibit 10.7
Option No.:
FIELDSTONE INVESTMENT CORPORATION
EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
Fieldstone Investment Corporation (the
“Company”) hereby grants an option to purchase shares
of its common stock (the “Stock”) to the optionee named
below. The terms and conditions of the option are set forth in this
cover sheet, in the attachment, and in the Company’s Equity
Incentive Plan (the “Plan”).
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Grant Date:
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200
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Option Expiration Date:
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Name of Optionee:
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State of
Residence:
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Optionee’s Social Security Number:
- -
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Number of Shares Covered by Option:
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Option Price per Share:
$ .
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Vesting Schedule: Vesting Date
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Number of Shares
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By signing this cover sheet,
you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also
attached. You acknowledge that you have carefully reviewed the
Plan, and agree that the Plan will control in the event any
provision of this Agreement should appear to be
inconsistent.
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Optionee:
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(Signature)
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Company:
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(Signature)
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Title:
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Attachment
This is not a stock certificate or a negotiable
instrument.
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Nonqualified Stock Option
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This option is not intended to be an incentive
stock option under Section 422 of the Internal Revenue Code
and will be interpreted accordingly.
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Vesting
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This option is only exercisable
before it expires and then only with respect to the vested portion
of the option. Subject to the preceding sentence, you
may exercise this option, in whole or in part, to purchase a
whole number of vested shares not less than 100 shares,
unless the number of shares purchased is the total number available
for purchase under the option, by following the procedures set
forth in the Plan and below in this Agreement.
Your right to purchase shares of
Stock under this option vests as to the number of shares of Stock
indicated in the vesting schedule on the cover sheet, on each
of the Vesting Dates shown on the cover sheet, provided you then
continue in Service. The resulting aggregate number of vested
shares will be rounded to the nearest whole number, and you cannot
vest in more than the number of shares covered by this option. No
additional shares of Stock will vest after your Service has
terminated for any reason.
Notwithstanding the forgoing, 100% of the Option
Shares shall become vested upon your Involuntary Termination within
one year following a Corporate Transaction. For the purpose of this
Agreement, “Involuntary Termination” means a
termination of your Service by the Company without Cause or a
termination of your Service by you for Good Reason. Good Reason
shall be determined by the Board and shall mean, unless otherwise
provided in an applicable agreement between you and the Company or
an Affiliate, without your consent: (i) any material
diminution of your duties or responsibilities (except in each case
in connection with the termination of your employment for Cause or
as a result of your death or Disability), or the assignment to you
of duties or responsibilities that are materially inconsistent with
your then position; or (ii) a relocation by the Company of
your office as of the Grant Date to a location more than 50 miles
from the location of such office, other than on a temporary basis
not to exceed a period equal to two calendar months.
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Term
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Your option will expire in any event at the
close of business at Company headquarters on the Option Expiration
Date, as shown on the cover sheet. Your option will expire earlier
(but never later) if your Service terminates, as described
below.
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2
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Regular Termination
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If your Service terminates for any reason, other
than death, Disability or Cause, then your option will expire at
the close of business at Company headquarters on the 90th day after
your termination date.
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Termination for Cause
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If your Service is terminated for Cause, then
you shall immediately forfeit all rights to your option and the
option shall immediately expire.
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Death
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If your Service terminates because
of your death, then your option shall become 100% vested and will
expire at the close of business at Company headquarters on the date
twelve (12) months after the date of death. During that twelve
month period, your estate or heirs may exercise the vested
portion of your option.
In addition, if you die during the 90-day period
described in connection with a regular termination (i.e., a
termination of your Service not on account of your death,
Disability or Cause), and a vested portion of your option has not
yet been exercised, then your option will instead expire on the
date twelve (12) months after your termination date. In such a
case, during the period following your death up to the date twelve
(12) months after your termination date, your estate or heirs
may exercise the vested portion of your option.
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Disability
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If your Service terminates because of your
Disability, then your option shall become 100% vested and will
expire at the close of business at Company headquarters on the date
twelve (12) months after your termination date.
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Leaves of Absence
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For purposes of this option, your
Service does not terminate when you go on a bona fide
employee leave of absence that was approved by the Company in
writing, if the terms of the leave provide for continued Service
crediting, or when continued Service crediting is required by
applicable law. However, your Service will be treated as
terminating 90 days after you went on employee leave, unless your
right to return to active work is guaranteed by law or by a
contract. Your Service terminates in any event when the approved
leave ends unless you immediately return to active employee work.
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The Company determines, in its sole discretion,
which leaves count for this purpose
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