FORM STOCK OPTION GRANT AGREEMENT CRYSTAL RIVER CAPITAL, INC. 2005 LONG TERM INCENTIVE PLAN Stock Option Award Agreement Award No.
Exhibit 10.3(c)
CRYSTAL RIVER CAPITAL, INC.
2005 LONG TERM INCENTIVE PLAN
2005 LONG TERM INCENTIVE PLAN
Stock Option Award Agreement
Award
No.
You (the “Participant”) are hereby awarded the following stock option (the
“Option”) to purchase Common Stock of Crystal River Capital, Inc. (“the “Company”),
subject to the terms and conditions set forth in this Stock Option Award Agreement (this “Award
Agreement”) and in the Crystal River Capital, Inc. 2005 Long Term Incentive (the
“Plan”), which is attached hereto as Exhibit A. You should carefully review these
documents, and consult with your personal financial advisor, in order to fully understand the
implications of this Award, including your tax alternatives and their consequences.
Terms in this Award Agreement that begin with initial capital letters have the meaning set forth in
the Plan, unless otherwise provided in this Award Agreement.
By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions
as if they had been set out verbatim in this Award Agreement. In addition, you recognize and agree
that all determinations, interpretations, or other actions respecting the Plan and this Award
Agreement will be made by the Board of Directors (the “Board”) of Crystal River Capital,
Inc. or the Committee pursuant to Section 4 of the Plan, and that such determinations,
interpretations or other actions are (unless arbitrary and capricious) final, conclusive and
binding upon all parties, including you, your heirs, and representatives.
1. Variable Terms. This Option shall be controlled by and interpreted according to the
following terms, subject to the provisions of the Plan in all instances:
| Name of Participant: | ||||||
| Type of Stock Option: [Incentive/Non-Incentive] Stock Option. | ||||||
| Number of Shares subject to Option: | ||||||
| Option Exercise Price per Share: | $
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| Grant Date of Option: | ||||||
| Expiration Date: | [10] years after Grant Date of Option. | |||
| Vesting Schedule: | You will vest in the right to exercise this Option in [equal] installments at the rate of on each of , and ; subject in each case to acceleration as provided in the |
| Plan, to the stockholder approval condition set forth in Section 5 below, and to your Continuous Service (or that of a transferee to the extent provided under Section 7 below) not ending before the vesting date. |
2. Term of Option. The term of the Option will expire at 5:00 p.m. (E.D.T. or E.S.T., as
applicable) on the Expiration Date.
3. Manner of Exercise. The Option shall be exercised in the manner set forth in the Plan.
The amount of Shares for which the Option may be exercised is cumulative; that is, if you fail to
exercise the Option for all of the Shares vested under the Option during any period set forth
above, then any Shares subject to the Option that are not exercised during such period may be
exercised during any subsequent period, until the expiration or termination of the Option pursuant
to Sections 2 and 4 of this Award Agreement and the terms of the Plan. Fractional Shares may not
be purchased.
4. Termination of Continuous Service. If your Continuous Service with the Company is
terminated for any reason, this Option shall terminate on the date on which you cease to have any
right to exercise the Option pursuant to the terms and conditions set forth in Section 6 of the
Plan.
5. Stockholder Approval Condition. Notwithstanding anything to the contrary contained
herein or in the Plan and pursuant to Section 20 of the Plan, this Award is expressly conditioned
on the Plan being approved by the stockholders of the Company. Accordingly, you may not exercise
this Option until such approval has been obtained, and this Award shall become null, void, and of
no force or effect if such approval is not received within the period set forth in Section 20 of
the Plan.
6. Designation of Beneficiary. Notwithstanding anything to the contrary contained herein
or in the Plan, following the execution of this Award Agreement, you may expressly designate a
beneficiary (the “Beneficiary”) to your interest in the Option awarded hereby. You shall
designate the Beneficiary by completing and executing a designation of beneficiary agreement
substantially in the form attached hereto as Exhibit B (the “Designation of
Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to the Company.
You may, at any time, change or revoke such designation. A Beneficiary designation, or
revocation of a prior Beneficiary designation, shall be effective only if it is made in writing on
a form provided by the Company, signed by you and received by the Company. If you do not designate
a Beneficiary or the Beneficiary dies prior to the exercise of the Option, your interest in
(including the right to exercise) the Option shall become part of your estate.
7. Transfer. This Award Agreement may not be sold, pledged, or otherwise transferred
without the prior written consent of the Committee.
8. Notices. Any notice, payment or communication required or permitted to be given by any
provision of this Award Agreement shall be in writing and shall be delivered personally or sent by
certified mail, return receipt requested, addressed as follows: (i) if to the Company, at the
address set forth on the signature page, to the attention of: Board of Directors of Crystal River
Capital, Inc.; (ii) if to Participant, at the address set forth below his or her signature on the
signature page hereto. Each party may, from time to time, by notice to the other party hereto,
specify a new address for delivery of notices to such party hereunder. Any such notice shall be
deemed to be delivered, given, and received for all purposes as of the date such notice is received
or properly mailed.
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9. Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan,
every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legatees, legal representatives,
successors, transferees, and assigns.
10. Modifications. This Award Agreement may be modified as follows: (i) to accelerate the
rate at which this Award Agreement may be exercised (including, without limitation, permitting the
Award Agreement to be exercised in full without regard to its installment or vesting provisions or
to whether the Award Agreement is at the time exercisable) to the extent it has not previously been
exercised, (ii) to accelerate the vesting of the Award Agreement, (iii) to extend or renew the
Award Agreement, or (iv) to accept the cancellation of the Award Agreement to the extent not
previously exercised either for the granting of a new Award Agreement or for other consideration in
substitution or replacement hereof.
11. Headings. Section and other headings contained in this Award Agreement are for
reference purposes only and are not intended to describe, interpret, define or limit the scope or
intent of this Award Agreement or any provision hereof.
12. Severability. Every provision of this Award Agreement and of the Plan is intended to
be severable. If any term hereof is illegal or invalid for any reason, such illegality or
invalidity shall not affect the validity or legality of the remaining terms of this Award
Agreement.
13. Governing Law. This Award Agreement shall be interpreted, administered and otherwise
subject to the laws of the State of New York (disregarding choice-of-law provisions). Any suit
with respect to the Award Agreement will be brought in the federal or state courts in the districts
which include New York City, New York, and you agree and submit to the personal jurisdiction and
venue thereof.
14. Counterparts. This Award Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
< signature page follows >
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BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the
Company agree that the Option is awarded under and governed by the terms and conditions of this
Award Agreement and the Plan.
| CRYSTAL RIVER CAPITAL, INC. | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Address: | Three World Financial Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
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The undersigned hereby accepts the terms of this Award Agreement and the Plan.
Participant:
|
[PARTICIPANT | NAME] | ||||||
| Signature: | ||||||||
| Address: | ||||||||
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CRYSTAL RIVER CAPITAL, INC.
2005 LONG TERM INCENTIVE PLAN
2005 LONG TERM INCENTIVE PLAN
Exhibit B
Designation of Beneficiary
In connection with the STOCK OPTION AWARD AGREEMENT (the “Award Agreement”) entered
into on , 20___between Crystal River Capital, Inc. (the “Company”) and
, an individual residing at (the “Participant”), the
Participant hereby designates the person specified below as the beneficiary of the Participant’s
interest in a stock option to purchase
shares of Common Stock (as defined in the Award
Agreement) of the Company awarded pursuant to the Award Agreement. This designation shall remain
in effect until revoked in writing by the Participant.
| Name of Beneficiary: | ||||||
| Address: | ||||||
| Social Security No.: | ||||||
The Participant understands that this designation operates to entitle the above-named
beneficiary to the rights conferred by the Award Agreement from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the Participant, including
by delivery to the Company of a written designation of beneficiary executed by the Participant on a
later date.
| Date: | ||||||
| By: | ||||||
| [Participant Name] |
Sworn to before me this
___day of , 20___
| Notary Public | ||||
County of |
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State of |
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