Exhibit 10.29
STANDARD PACIFIC CORP.
STANDARD TERMS AND CONDITIONS FOR
NON-QUALIFIED STOCK OPTIONS
2008 EQUITY INCENTIVE PLAN
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SECTION 1 -
TERMS OF OPTION
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STANDARD PACIFIC CORP., a Delaware
corporation (the “ Company ”), has granted to
the individual (the " Optionee ") named in the Term Sheet
provided to the Optionee herewith (the “ Term Sheet
”) a nonqualified stock option (the " Option ") to
purchase any part or all of the number of shares of the Company's
Common Stock, $0.01 par value per share (the “ Common
Stock ”), set forth in the Term Sheet, at the exercise
price per share (the " Exercise Price ") and upon the other
terms and subject to the conditions set forth in the Term Sheet,
these Standard Terms and Conditions (as amended from time to time),
and the Company's 2008 Equity Incentive Plan (the “
Plan ”).
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SECTION 2 -
NONQUALIFIED STOCK OPTION
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The Option is not intended to be an
Incentive Stock Option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”) and will
be interpreted accordingly.
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SECTION 3 -
EXERCISE OF OPTION AND TERM OF OPTION
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The Exercise Price of the Option is
set forth in the Term Sheet. Except as otherwise
provided in these Standard Terms and Conditions and the Plan, the
Option shall be exercisable only if the Optionee is an employee of
the Company on the date that the Option becomes vested, as set
forth in the Term Sheet and these Standard Terms and
Conditions. To the extent not previously exercised, and
subject to termination or acceleration as provided in these
Standard Terms and Conditions and the Plan, the Option shall be
fully exercisable on and after it becomes vested, as described in
the Term Sheet and these Standard Terms and Conditions, to purchase
up to that number of shares of Common Stock as set forth in the
Term Sheet. Notwithstanding anything to the contrary in
these Standard Terms and Conditions, no part of the Option may be
exercised after seven (7) years from the grant date set forth in
the Term Sheet.
To exercise the Option (or any part
thereof), the Optionee shall utilize the process established by the
Company's external stock option administrator, Charles Schwab &
Co., Inc., either online through Schwab Equity Award Center ™
( http://equityawardcenter.schwab.com ), via telephone at
1-800-654-2593, or by visiting a Charles Schwab & Co., Inc.
branch office. Among other things, Optionee will be required to
specify the number of whole shares of Common Stock the Optionee
wishes to purchase and how the Optionee’s shares of Common
Stock should be registered (in the Optionee’s name only or in
the Optionee’s and the Optionee’s spouse's names as
community property or as joint tenants with right of
survivorship).
The Company shall not be obligated
to issue any shares of Common Stock until the Optionee shall have
paid the total Exercise Price for that number of shares of Common
Stock. The Exercise Price may be paid (a) in cash or
certified cashiers' check, (b) by tendering (either physically or
by attestation) shares of Common Stock owned by the Optionee having
a "fair market value" (defined in the Plan) on the date of exercise
equal to the Exercise Price (but only if (i) the Company is not
then prohibited by law, regulation, contract or otherwise from
purchasing or acquiring such shares of Common Stock, and (ii) such
action will not result in an accounting charge to the Company), or
(c) by any combination of the foregoing. In addition,
the Exercise Price may be paid in such other form(s) of
consideration as the Committee in its discretion
shall specify, including without
limitation by loan or by techniques that may result in an
accounting charge to the Company, provided however, that the
Company may offer or permit such assistance or techniques on an
ad hoc basis to any optionholder without incurring any
obligation to offer or permit such assistance or techniques on
other occasions or to other optionholders. Fractional
shares may not be exercised. Shares of Common Stock will
be issued as soon as practical after exercise.
Notwithstanding the above, the
Company shall not be obligated to deliver any shares of Common
Stock during any period when the Company determines that the
exercisability of the Option or the delivery of shares hereunder
would violate any federal, state or other applicable laws, or any
contractual obligations of the Company.
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SECTION 4 -
TERMINATION OF EMPLOYMENT
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Death or
Permanent Disability : Upon the date of a termination of
the Optionee's employment as a result of the death or Permanent
Disability of the Optionee (i) any part of the Option that is
unexercisable as of such termination date shall remain
unexercisable and shall terminate as of such date, and (ii) any
part of the Option that is exercisable as of the termination date
shall be exercisable by the Optionee (or in the case of termination
due to death, by optionee's estate, heir or beneficiary) until and
shall expire upon the earlier of (A) twelve (12) months following
the date of termination of Optionee's employment and (B) the
Expiration Date of the Option (as set forth in the Term
Sheet). For purposes of th
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