EXHIBIT 99.3
STANDARD PACIFIC CORP.
NON-QUALIFIED DIRECTOR'S STOCK OPTION AGREEMENT
PURSUANT TO THE
1997 STOCK INCENTIVE PLAN
This Non-Qualified Director's Stock Option Agreement ("Agreement") is
made and entered into as of the Date of Grant indicated below by and between
Standard Pacific Corp., a Delaware corporation (the "Company"), and the person
named below as Optionee.
WHEREAS, Optionee is a Director of the Company; and
WHEREAS, pursuant to the Company's 1997 Stock Incentive Plan (the
"1997 Plan"), the Administrator (the "Administrator") of the 1997 Plan,
consisting at the election of the Board of Directors of the Company (the "Board
of Directors"), of either the full Board of Directors or a committee of the
Board of Directors, has approved the grant to Optionee of a non-qualified option
to purchase shares of the Common Stock, par value $.01 per share, of the Company
(the "Common Stock"), on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties agree as follows:
1. Grant of Option: Certain Terms and Conditions. The Company grants
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to Optionee, and Optionee accepts, as of the Date of Grant indicated below, an
option (the "Option") to purchase the number of shares of Common Stock indicated
below (the "Option Shares") at the Exercise Price per share indicated below,
which Exercise Price shall not be less than the Fair Market Value (as defined
below) of the Option Shares on the Date of Grant. The option shall expire at
5:00 p.m., Costa Mesa, California time, on the Expiration Date indicated below
and shall be subject to all of the terms and conditions set forth in this
Agreement. The Option is not intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code.
Optionee:_____________________________________________________________
Date of Grant: _____________________________________
Number of shares purchasable: _____________________________________
Exercise Price per share: $____________________________________
[Fair Market Value on Date of Grant]
Expiration Date: _____________________________________
[Ten Years after Date of Grant]
Vesting Rate: 100% on _____________________________________
[One Year after Date of Grant]
2. Termination of Option.
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(a) Ceasing to be a Director. If Optionee ceases to be a Director
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of the Company for any reason, including resignation, removal or expiration of
term, the unvested portion of the Option shall immediately terminate and the
vested portion of the Option shall terminate one (1) year from the date that
Optionee ceases to be a Director.
(b) Death After Ceasing to be a Director. Notwithstanding
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anything to the contrary in this Agreement, if Optionee shall die at any time
after ceasing to be a Director of the Company and prior to the Expiration Date,
then the unexercised portion of the Option shall terminate on the earlier of the
Expiration Date or the first anniversary of the date that Optionee ceases to be
a Director of the Company.
(c) Acceleration of Option Upon a Change of Control. The
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Administrator, in its sole discretion, may accelerate the exerciseability of the
Option at any time and for any reason. In addition, the Option shall fully vest
with respect to all Option Shares immediately prior to a Change of Control (as
hereinafter defined), provided that no such vesting shall occur (i) in the case
of a Change of Control of the type described in (B) or (C) below, if a two-
thirds majority of the members of the Company's Board of Directors affirmatively
recommends such Change of Control to the Company's stockholders prior to its
occurrence, or (ii) in the case of a Change of Control of the type described in
(A) or (E) below, if a two-thirds majority of the Company's Board of Directors
approves such Change of Control prior to its occurrence. A "Change of Control"
shall mean the first to occur of the following events:
(A) any date upon which the directors of the Company who were
nominated by the Board of Directors for election as directors cease to
constitute a majority of the directors of the Company;
(B) a reorganization, merger or consolidation of the Company
the consummation of which results in the outstanding securities of any class
then subject to the Option being exchanged for or converted into cash, property
and/or securities not issued by the Company;
(C) the acquisition of substantially all of the property and
assets of the Company by any person or entity;
(D) the dissolution or liquidation of the Company; or
(E) the date of the first public announcement that any person
or entity, together with all Affiliates and Associates (as such capitalized
terms are defined in Rule 12b-2 promulgated under the Exchange Act of 1934, as
amended (the "Act")) of such person or entity, shall have become the Beneficial
Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company representing 25% or more of the voting power of the
Company; provided, however, that the terms "person" and "entity," as used in
this subsection (E), shall not include (x) the Company or any of its
subsidiaries, (y) any employee benefit plan of the Company or any of its
subsidiaries or any entity holding voting securities of the
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Company for or pursuant to the terms of any such plan, or (z) Xxxxxx X. Xxxxxxxx
or any currently existing or subsequently established trust of which Xx.
Xxxxxxxx is the settlor, any trustee of such trust (in such capacity), or any
beneficiary of any such trust (in such capacity and/or as the recipient of
securities of the Company distributed by such trust).
(d) Other Events Causing Termination of Option. Notwithstanding
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anything to the contrary in this Agreement, the Option shall terminate on the
thirtieth day following the date of the consummation of either of the following
events, or upon such later date as shall be determined by the Administrator:
(i) the dissolution or liquidation of the Company; or
(ii) the acquisition of substantially all of the property and
assets of the Company by any person or entity, unless the terms of such
acquisition shall provide otherwise.
3. Adjustments. In the event that the outstanding securities of the
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class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property and/or a different number or kind of securities,
or cash, property and/or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, or in the event that substantially all of the property
and assets of the Company are sold, then, the Administrator shall make
appropriate and proportionate adjustments in the number and type of shares or
other securities or cash or other property that may thereafter be acquired upon
the exercise of the Option; provided, however, that any such adjustments in the
Option shall be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option.
4. Exercise. The Option shall be exercisable during Optionee's
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lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 6 hereof, which
notice shall specify the number of option Shares to be purchased (the "Purchased
Shares") and the aggregate Exercise Price for such shares (the "Exercise
Notice"), together with payment in full of such aggregate Exercise Price in cash
or by a cashier's or certified bank check payable to the Company; provided,
however, that payment of such aggregate Exercise Price may instead be made, in
whole or in part:
(a) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed or accompanied
by a duly executed stock powers, which delivery effectively transfers to the
Company good and valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be valued on the
basis of the aggregate Fair Market Value (as defined below) thereof on the date
of such exercise), provided that the Company is not then prohibited from
purchasing or acquiring such shares of Common Stock; and/or
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(b) by reducing the number of shares of Common Stock to be issued
and delivered to Optionee upon such exercise (such reduction to be valued on the
basis of the aggregate Fair Market Value (determined on the date of such
exercise) of the additional shares of Common Stock that would otherwise have
been issued and delivered upon such exercise), provided that (i) Optionee shall
have obtained the prior written approval of the Administrator to pay the
Exercise Price pursuant to the method set forth in this subsection (b), which
approval may be withheld or granted at the Administrator's sole discretion, and
(ii) the Company is not then prohibited from purchasing or acquiring such
additional shares of Common Stock.
The "Fair Market Value" of a share of Common Stock or other security
on any day shall be equal to the last sale price, regular way, per share or unit
of such other security on such day or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares of Common Stock or such other security are not listed
or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
Common Stock or such other security are listed or admitted to trading or, if the
shares of Common Stock or such other securities are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market as reported by the National Association of Securities Dealers, Inc.
automated quotations system or such other system then in use or, if on any such
date the shares of Common Stock or such other security are not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in shares of Common Stock or such
other security selected by the Board of Directors.
5. Payment of Withholding Taxes. If the Company is obligated to
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withhold an amount on account of any federal, state or local tax imposed as a
result of the exercise of the Option, including, without limitation, any
federal, state or other income tax, or any F.I.C.A., state disability insurance
tax or other employment tax, then Optionee shall, concurrently with such
exercise, pay such amount to the Company in cash or by cashier's or certified
bank check payable to the Company.
6. Notices. Any notice given to the Company shall be addressed to
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the Company at 0000 Xxxx XxxXxxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000,
Attention: Secretary, or at such other address as the Company may hereinafter
designate in writing to Optionee. Any notice given to Optionee shall be sent to
the address set forth below Optionee's signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when delivered personally or five days after
mailing by prepaid certified or registered mail return receipt requested.
7. Stock Exchange Requirements: Applicable Laws. Notwithstanding
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anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
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Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
8. Restrictions on Transferability.
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(a) Neither the Option nor any interest therein may be sold,
assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in
any manner other than by will or the laws of descent and distribution.
(b) By accepting the Option, the Optionee for himself or herself
and his or her transferees by will or the laws of descent and distribution,
represent and agree that all shares of Common Stock purchased upon exercise of
the Option will be, acquired and held in accordance with the restrictions of the
Securities Act of 1933, as amended, and shall not be further transferred except
as permitted by that act and the Rules and Regulations of the Securities and
Exchange Commission thereunder, that the Company may instruct its transfer agent
to restrict further transfer of said shares in its records except upon receipt
of satisfactory evidence that such restrictions have been satisfied, that upon
each exercise of any portion of the Option, the certificates evidencing the
purchased shares shall bear an appropriate legend on the face thereof evidencing
such restrictions, and that the person entitled to exercise the same shall
furnish evidence satisfactory to the Company (including a written and signed
representation) to the effect that the shares are being acquired subject to such
restrictions.
9. 1997 Plan. The Option is granted pursuant to the 1997 Plan, as in
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effect on the Date of Grant, and is subject to all the terms and conditions of
the 1997 Plan, as the same may be amended from time to time; provided, however,
that no such amendment shall deprive Optionee, without his or her consent, of
the Option or of any of Optionee's rights under this Agreement. The
interpretation and construction by the Administrator of the 1997 Plan, this
Agreement, the Option and such rules and regulations as may be adopted by the
Administrator for the purpose of administering the 1997 Plan shall be final and
binding upon Optionee. Until the option shall expire, terminate or be exercised
in full, the Company shall, upon written request, send a copy of the 1997 Plan,
in its then-current form, to Optionee or any other person or entity then
entitled to exercise the Option.
10. Stockholder Rights. No person or entity shall be entitled to
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vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
11. Employment Rights. No provision of this Agreement or of the
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Option granted hereunder shall (a) confer upon Optionee any right to continue as
a director of the Company or any of its subsidiaries, (b) affect the right of
the Company to request that the Optionee resign from the position of director,
with or without cause, or (c) confer upon Optionee any right to participate in
any other program of the Company or any of its subsidiaries other than the 1997
Plan. The Optionee hereby acknowledges and agrees that the Company may
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request that the Optionee resign at any time and for any reason, or for no
reason, unless Optionee and the Company are parties to a written agreement that
expressly provides otherwise.
12. Governing Law. This Agreement and the Option granted hereunder
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shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
STANDARD PACIFIC CORP. OPTIONEE
By:_______________________________ ___________________________________
Name: Signature
Title: ___________________________________
Xxxxxx Xxxxxxx
___________________________________
City, State and Zip Code
___________________________________
Social Security Number
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