Exhibit 10.1.4
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
1997 INCENTIVE PLAN
Form of Common Stock Option Award Agreement
A. A COMMON STOCK OPTION for a total of [ ] shares of Class C Non-Voting
Common Stock, par value $1.00, of the Federal Agricultural Mortgage Corporation,
a federally chartered instrumentality of the United States established by Title
VIII of the Farm Credit Act of 1971, as amended (herein the "Company"), is
hereby granted to (herein the "Optionee"), subject in all respects to the terms
and provisions of the Federal Agricultural Mortgage Corporation 1997 Incentive
Plan, as the same may be amended as of the date hereof (herein the "Plan"),
which is incorporated herein by reference, and the following additional terms
and conditions.
B. The Exercise Price is $____ per share.
C. Subject to the provisions of Section 9 of the Plan, if the Optionee is
an employee of the Company or any of its Subsidiaries on the following dates,
this Option may be exercised to purchase up to the following additional number
of shares of Common Stock:
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[vesting date #1] [# of shares]
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[vesting date #2] [# of shares]
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[vesting date #3] [# of shares]
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D. The shares of Common Stock to be acquired upon exercise of this Option
are subject to the Company's Right of First Refusal, as described in Section 7
of the Plan; such Right of First Refusal shall terminate upon Optionee's death.
E. This Option may not be exercised if the issuance of shares of Common
Stock of the Company upon such exercise would constitute a violation of any
applicable Federal or State securities or other law or valid regulation. The
Optionee, as a condition to his exercise of this Option, shall represent to the
Company that the shares of Common Stock of the Company that the Optionee
acquires under this Option are being acquired by the Optionee for investment and
not with a present view to distribution or resale, unless counsel for the
Company is then of the opinion that such a representation is not required under
the Securities Act of 1933 or any other applicable law, regulation, or rule of
any governmental agency.
F. This Option may not be transferred in any manner otherwise than by will
or the laws of descent and distribution, and may be exercised during the
lifetime of the Optionee only by Optionee; provided, however, that the Committee
may authorize a transfer, but only in accordance with and under the
circumstances specified in Section 8 of the Plan. The terms of this Option shall
be binding upon the executors, administrators, heirs, successors, and assigns of
the Optionee.
G. This Option may not be exercised more than [five (5)/ten (10)] years
from the date of its grant, and may be exercised during such term only in
accordance with the terms of the Plan.
Dated: .
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Federal Agricultural Mortgage Corporation
By:
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President
ATTEST:
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