EXHIBIT 10.4
OCWEN ASSET INVESTMENT CORP.
1997 STOCK OPTION PLAN
ARTICLE I.
DEFINITIONS
1.01 Affiliate means any entity under common control with the Company,
within the meaning of Code section 414(b) or (c) and any "subsidiary" or
"parent" corporation (within the meaning of Section 424 of the Code) of the
Company, including an entity that becomes an Affiliate after the adoption of
this Plan.
1.02 Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an Option granted to such Participant.
1.03 Board means the Board of Directors of the Company.
1.04 Change in Control means that (i) any person, including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the
owner or beneficial owner of Company securities having 20% or more of the
combined voting power of the then outstanding Company securities that may be
cast for the election of the Company's directors (other than as a result of an
issuance of securities initiated by the Company, or open market purchases
approved by the Board, as long as the majority of the Board approving the
purchases are directors at the time the purchases are made); or (ii) as the
direct or indirect result of, or in connection with, a cash tender or exchange
offer, a merger or other business combination, a sale of assets, a contested
election of directors, or any combination of these transactions, the persons who
were directors of the Company before such transactions cease to constitute a
majority of the Company's Board, or any successor's board, within two years of
the last of such transactions. For purposes of this Plan, the Control Change
Date is the date on which an event described in (i) or (ii) occurs. If a Change
in Control occurs on account of a series of transactions, the Control Change
Date is the date of the last of such transactions.
1.05 Code means the Internal Revenue Code of 1986, as amended from time to
time.
1.06 Common Stock means the common stock of the Company, $.01 par value.
1.07 Company means Ocwen Asset Investment Corp.
1.08 Fair Market Value means, on any given date, the current fair market
value of a share of Common Stock as determined pursuant to subsection (a), (b)
or (c) below:
(a) While the Company is a Non-Public Company, Fair Market Value
shall be determined by the Board using any reasonable method in good faith;
(b) While the Company is a Public Company, Fair Market Value shall be
determined as follows: if the Common Stock is not listed on an
established stock exchange, then the Fair Market Value shall be the
reported "closing" price in the New York over-the-counter market as
reported by the National Association of Securities Dealers, Inc. If the
Common Stock is listed on an established stock exchange or exchanges, Fair
Market Value shall be deemed to be the highest closing price of a share of
Common Stock reported on that stock exchange or exchanges or, if the Common
Stock was not traded on any stock exchange on such day, then on the next
preceding day that the Common Stock was traded, all as reported by such
source as the Board may select; and
(c) Notwithstanding the foregoing, Fair Market Value on the First
Award Date shall be the initial public offering price of the Shares.
1.09 First Award Date means the date that the registration statement
relating to the Company's initial public offering of shares of Common Stock is
declared effective by the Securities and Exchange Commission.
1.10 General Partner means Ocwen General, Inc., a wholly-owned subsidiary
of the Company, and the general partner of the Partnership.
1.11 Manager means Ocwen Capital Corporation, or any other person or entity
that becomes a manager of the Company.
1.12 Non-Public Company means an entity that is not a Public Company.
1.13 Option means an option that entitles the holder to purchase from the
Company a stated number of shares of Common Stock at the price set forth in the
Agreement, or, at the election of the Company, an equivalent number of Units at
the same price.
1.14 Participant means a Manager who satisfies the requirements of Article
IV and is selected by the Board to receive an Option.
1.15 Partnership means Ocwen Partnership, L.P.
1.16 Plan means the Ocwen Asset Investment Corp. 1997 Stock Option Plan.
1.17 Public Company means an entity that has sold securities pursuant to an
effective registration statement on Form S-11 filed pursuant to the Securities
Act of 1933, as amended.
1.18 Unit means a unit of limited partnership interest in the Partnership.
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ARTICLE II.
PURPOSES
The Plan authorizes the grant of options to acquire shares of Common Stock.
The Plan is intended to assist the Company in recruiting and retaining a Manager
with ability and initiative by enabling a Manager who contributes significantly
to the Company or an Affiliate to participate in its future success and to
associate its interests with those of the Company and its shareholders. The
proceeds received by the Company from the sale of Common Stock pursuant to the
Plan shall be used for general corporate purposes.
ARTICLE III.
ADMINISTRATION
The Plan shall be administered by the Board. The Board shall have
authority to grant Options upon such terms (not inconsistent with the provisions
of the Plan) as it may consider appropriate. Such terms may include conditions
(in addition to those contained in the Plan) upon the exercisability of all or
any part of an Option. Notwithstanding any such conditions, the Board, in its
discretion, may accelerate the time at which any Option may be exercised.
Furthermore, each outstanding Option shall become immediately exercisable (in
whole or part at the discretion of the holder) in the event of a Change in
Control and during the period (i) beginning on the first day following any
tender offer or exchange offer for shares of Common Stock (other than one made
by the Company) provided that such shares of Common Stock are acquired pursuant
to such offer and (ii) ending on the thirtieth day following the expiration of
such offer. In addition, the Board shall have complete authority to interpret
all provisions of the Plan; to prescribe the form of Agreements; to adopt,
amend, and rescind rules and regulations pertaining to the administration of the
Plan; and to make all other determinations necessary or advisable for the
administration of the Plan. The express grant in the Plan of any specific power
to the Board shall not be construed as limiting the power or authority of the
Board. Any decision made, or action taken, by the Board in or in connection
with the administration of the Plan shall be final and conclusive. No member of
the Board shall be liable for any act done in good faith with respect to the
Plan, any Agreement, or any Option. All expenses of administering the Plan
shall be borne by the Company.
ARTICLE IV.
ELIGIBILITY
4.01 General. Any Manager of the Company who, in the judgment of the
Board, has contributed or can be expected to contribute to the profits or growth
of the Company or an Affiliate may be granted one or more Options. No person
who is a member of the Board may be granted Options under the Plan.
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4.02 Grants. The Board will designate persons to whom Options are to be
granted and will specify the number of shares of Common Stock subject to each
grant. Options granted under the Plan shall be evidenced by Agreements that
shall be subject to applicable provisions of the Plan and to such other
provisions as the Board may adopt.
ARTICLE V.
STOCK SUBJECT TO OPTIONS
5.01 Delivery of Stock. Upon the exercise of any Option, the Company may
deliver to the Participant authorized but previously unissued Common Stock.
The maximum aggregate number of shares of Common Stock that may be issued
pursuant to Options granted under the Plan is 5,000,000, subject to
adjustment as provided in Article IX. If an Option is terminated, in whole
or in part, for any reason other than its exercise, the number of shares of
Common Stock allocated to the Option or portion thereof may be reallocated to
other Options to be granted under the Plan.
5.02 Delivery of Units or Cash in Lieu of Stock. Upon the exercise of any
Option, the Company shall have the sole and absolute right to deliver, in lieu
of shares of Common Stock, Units equivalent in number to the shares of Common
Stock. Such Units must be redeemable pursuant to the Agreement for (i) cash in
an amount equal to the Fair Market Value of the shares that would be delivered
pursuant to clause (ii) hereof, or, (ii) at the election of the General Partner,
shares of Common Stock on a one-for-one basis. The Company shall deliver, or
cause the delivery of, cash or Units in lieu of Common Stock if delivering
Common Stock to the Participant would cause the Participant's holdings of Common
Stock to violate the Ownership Limit (as that term is defined in the Company's
articles of incorporation, as amended).
ARTICLE VI.
OPTION PRICE
The price per share for Common Stock purchased on the exercise of any
Option granted under the Plan shall be determined by the Board on the date that
the Option is granted; provided, however, that the price per share shall not be
less than the Fair Market Value per share on the date such Option is granted.
ARTICLE VII.
EXERCISE OF OPTIONS
7.01 Maximum Option Period. No Option shall be exercisable after the
expiration of ten years from the date the Option was granted. The terms of any
Option may provide that it is exercisable for a period less than such maximum
period.
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7.02 Transferability. Any Option granted under the Plan shall be freely
transferable, provided such transfer is in compliance with all applicable
federal and state laws and regulations and the rules of all domestic stock
exchanges on which the Company's shares may be listed. The Company shall have
the right to rely on the opinion of its counsel as to such compliance.
ARTICLE VIII.
METHOD OF EXERCISE
8.01 Exercise. Subject to the provisions of Articles VII and X, an Option
may be exercised in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Board shall determine. An
Option granted under the Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option could be exercised.
A partial exercise of an Option shall not affect the right to exercise the
Option from time to time in accordance with the Plan and the Agreement with
respect to remaining shares subject to the Option.
8.02 Payment. Payment of the option price shall be made in a single sum,
in cash or a cash equivalent acceptable to the Board. If the Agreement
provides, payment of all or part of the option price may be made by surrendering
shares of Common Stock to the Company. If Common Stock is used to pay all or
part of the option price, the shares surrendered must have a Fair Market Value
(determined as of the day preceding the date of exercise) that is not less than
such price or part thereof.
8.03 Shareholder Rights. No Participant shall, as a result of receiving
any Option, have any rights as a shareholder (or a partner of the Partnership)
until the date he exercises such Option.
ARTICLE IX.
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Options may be granted under the
Plan shall be proportionately adjusted and the terms of Options shall be
adjusted as the Board shall determine to be equitably required if (a) the
Company effects one or more stock dividends, stock split-ups, subdivisions or
consolidations of shares, or other similar changes in capitalization, (b) the
Company becomes a party to any plan of merger, consolidation or reorganization,
or (c) there occurs any other event which, in the judgment of the Board,
necessitates such action. Any determination made under this Article IX by the
Board shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property or for labor
or services, either upon direct sale or upon the exercise of rights or warrants
to subscribe therefor, or upon conversion of
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shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, Options.
ARTICLE X.
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under the Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements) and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company shall have the right to rely on the
opinion of its counsel as to such compliance. Any share certificate issued to
evidence Common Stock for which an Option is exercised may bear such legends and
statements as the Board may deem advisable or desirable. No Option shall be
exercisable, no Common Stock shall be issued, no certificate for shares shall be
delivered, and no payment shall be made under the Plan until the Company has
obtained such consent or approval as the Board may deem advisable from
regulatory bodies having jurisdiction over such matters.
ARTICLE XI.
GENERAL PROVISIONS
11.01 Effect on Employment. Neither the adoption of the Plan, its
operation, nor any documents describing or referring to the Plan (or any part
thereof) shall confer upon any Participant any right to continue as an employee
or an independent contractor of the Company or an Affiliate or in any way affect
any right and power of the Company or an Affiliate to terminate the service of
any Participant at any time with or without assigning a reason therefor.
11.02 Unfunded Plan. The Plan, insofar as it provides for grants, shall
be unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under the Plan. Any liability of the
Company to any person with respect to any grant under the Plan shall be based
solely upon any contractual obligations that may be created pursuant to the
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.
11.03 Rules of Construction. Headings are given to the articles and
sections of the Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
11.04 Notice. Unless specifically required by the terms of this Plan,
notice to the Company's shareholders, the Participant, or any other person or
entity of any action by the Board is not required before or after such action
occurs.
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ARTICLE XII.
AMENDMENT
The Board may amend from time to time or terminate the Plan; provided,
however, that no amendment may become effective until shareholder approval is
obtained if, except as provided in Article IX, the amendment (i) increases the
aggregate number of shares that may be issued pursuant to the Plan, (ii) changes
the class of persons eligible to become Participants, (iii) increases the
maximum number of shares that may be issued to any person, (iv) modifies the
period within which Options may be granted, (v) modifies the terms upon which
Options may be exercised, or (vi) increases the material benefits accruing to
Participants under the Plan. No amendment of the Plan or an Agreement shall,
without a Participant's consent, adversely affect any rights of such Participant
under any Option outstanding at the time such amendment is made.
ARTICLE XIII.
DURATION OF PLAN
No Options may be granted under the Plan more than ten years after the
earlier of the date that the Plan is adopted by the Board and the date that the
Plan is approved by the Company's shareholders in accordance with Article XIV.
Options granted before the expiration of such period shall remain valid in
accordance with their terms.
ARTICLE XIV.
EFFECTIVE DATE OF PLAN
Options may be granted under the Plan upon its adoption by the Board,
provided that no Option will be effective unless the Plan is approved (i) at a
duly held shareholders' meeting within twelve months of such adoption by
shareholders holding a majority of the Company's outstanding voting stock, or
(ii) by unanimous consent of the Company's shareholders.
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OCWEN ASSET INVESTMENT CORP.
Option Agreement
1997 Stock Option Plan
No. of shares subject to Option: ____________
THIS AGREEMENT dated the _____ day of __________________, 1997, among OCWEN
ASSET INVESTMENT CORP., a Virginia corporation (the "Company"), OCWEN
PARTNERSHIP, L.P., a Virginia limited partnership (the "Partnership"), OCWEN
GENERAL, INC., a Virginia corporation (the "General Partner"), and OCWEN CAPITAL
CORPORATION ("Participant"), is made pursuant and subject to the provisions of
the Company's 1997 Stock Option Plan (the "Plan"), a copy of which is attached.
1. Definitions. The following words and phrases shall have the following
meanings:
"Cash Amount" means an amount of cash per Unit equal to the Fair Market
Value of the Common Stock Amount on the date of receipt by the General Partner
of a Notice of Redemption.
"Common Stock" means the common stock of the Company, $.01 par value.
"Common Stock Amount" means a number of shares of Common Stock equal to the
product of the number of Units offered for redemption by the Participant,
multiplied by the Conversion Factor; provided that if the General Partner issues
to all holders of Common Stock rights, options, warrants or convertible or
exchangeable securities entitling the shareholders to subscribe for or purchase
Common Stock, or any other securities or property (collectively, the "rights"),
then the Common Stock Amount shall also include such rights that a holder of
that number of shares of Common Stock would be entitled to receive.
"Conversion Factor" means one (1), provided that if the Company (i)
declares or pays a dividend on its outstanding Common Stock in Common Stock or
makes a distribution to all holders of its outstanding Common Stock in Common
Stock, (ii) subdivides its outstanding Common Stock, or (iii) combines its
outstanding Common Stock into a smaller number of shares of Common Stock, then
the Conversion Factor shall be adjusted by multiplying the Conversion Factor by
a fraction, the numerator of which shall be the number of shares of Common Stock
issued and outstanding on the record date for such dividend, distribution,
subdivision or combination (assuming for such purposes that such dividend,
distribution, subdivision or combination has occurred as of such time), and the
denominator of which shall be the actual number of shares of Common Stock
(determined without the above assumption) issued and outstanding on such date.
Any adjustment to the Conversion Factor shall become effective immediately after
the effective date of such event retroactive to the record date, if any, for
such event.
"General Partner" means Ocwen General, Inc. and any Person who becomes a
substitute or additional General Partner as provided in the agreement of the
Partnership, as amended, and any of their successors as General Partner.
"Notice of Redemption" means the Notice of Exercise of Redemption Right
substantially in the form attached as Exhibit A hereto.
"Redemption Amount" means the Cash Amount or, at the option of the General
Partner, the Common Stock Amount.
"Specified Redemption Date" means the first business day of the month that
is at least 5 business days after the receipt by the General Partner of the
Notice of Redemption (or any other date agreed to by the General Partner and the
Participant).
Each capitalized term used herein and not defined herein shall have the
meaning ascribed to it in the Plan.
2. Grant of Option. Pursuant to the Plan, the Company, on the First
Award Date, granted to Participant, subject to the terms and conditions of the
Plan and subject further to the terms and conditions herein set forth, the right
and option to purchase from the Company all or any part of an aggregate of
______________ shares of Common Stock (subject to the Company's right under
section 5.02 of the Plan to substitute Units for such Common Stock) at the
purchase price of $16 per share (the "Option Price"), being not less than the
Fair Market Value per share of the Common Stock on the First Award Date. Such
Option will be exercisable as hereinafter provided.
3. Terms and Conditions. The Option evidenced hereby is subject to the
following terms and conditions:
(a) Severance Date. The date on which the Participant's status as a
Manager is terminated.
(b) Expiration Date. The Expiration Date of this Option shall be
________________, 2007, which date is not more than ten years after the
First Award Date.
(c) Exercise of Option. This Option shall be exercisable, in whole
or in part, with respect to one quarter of the shares subject to this
Option on or after ______________ __, 1998, with respect to an additional
one quarter on or after ____________ __, 1999, with respect to an
additional one quarter on or after ____________ __, 2000, and with respect
to the remaining shares on or after __________________ __, 2001, until the
Expiration Date. This Option may be exercised with respect to any number
of whole shares less than the full number for which the Option could be
exercised. A partial exercise of this Option shall not affect the
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Participant's right to exercise this Option with respect to the remaining
shares, subject to the conditions of the Plan and this Agreement.
(d) Method of Exercising and Payment for Shares. This Option shall
be exercised by written notice delivered to the attention of the Corporate
Secretary at the Company's principal office. The exercise date shall be
(i) in the case of notice by mail, the date of postmark, or (ii) if
delivered in person, the date of delivery. Such notice shall be
accompanied by payment of the Option Price in full, in cash, cash
equivalent acceptable to the Company, shares of Common Stock, or in any
combination thereof. If Common Shares are used to pay all or a portion of
the Option Price, any Common Shares surrendered must have an aggregate Fair
Market Value (determined as of the day preceding the date of exercise)
that, together with any cash or cash equivalent paid, is not less than the
Option Price for the number of Common Shares for which the Option is being
exercised.
(e) Transferability. This Option is freely transferable, provided
such transfer is in compliance with all applicable federal and state laws
and regulations and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company may rely on the opinion of its
counsel as to such compliance. Any transferee remains subject to the terms
and conditions of the Option, and following the transfer, references in
this Agreement to Participant include the transferee.
(f) Nonqualified Option. This Option shall not be treated as an
incentive stock option within the meaning of Code section 422.
(g) Change in Control. Despite any other provision of this
Agreement, each outstanding Option shall become immediately exercisable (in
whole or part at the discretion of the holder) in the event of a Change in
Control and during the period (i) beginning on the first day following any
tender offer or exchange offer for shares of Common Stock (other than one
made by the Company) provided that such shares of Common Stock are acquired
pursuant to such offer and (ii) ending on the thirtieth day following the
expiration of such offer.
4. Issuance of Units and Redemption Rights.
(a) The Company intends to cause the Participant, in its capacity as
Manager of the Company, to perform services not only for the Company, but also
for the Company's Affiliates, including the Partnership. In exchange for this
and other good and valuable consideration, the Partnership hereby agrees that,
if the Participant exercises any Options, upon request of the Company, the
Partnership shall sell Units to the Participant at the Option Price per Unit.
The number of Units to be sold at such a price shall be equal to the product of
(i) the number of shares of Common Stock otherwise issuable pursuant to the
Options being exercised multiplied by (ii) the reciprocal of the Conversion
Factor.
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(b) Subject to Section 4(c) below, the Participant shall have the right
(the "Redemption Right") to require the Partnership to redeem on a Specified
Redemption Date all or a portion of any Units held by the Participant at a
redemption price equal to and in the form of the Redemption Amount. The
Redemption Right shall be exercised pursuant to a Notice of Redemption delivered
to the General Partner. The Participant may not exercise the Redemption Right
for less than three hundred (300) Units or, if the Participant holds less than
three hundred (300) Units, all of the Units held by the Participant. The
Participant shall have no right, with respect to any Units so redeemed, to
receive any distribution paid with respect to Units if the record date for such
distribution is on or after the Specified Redemption Date.
(c) Notwithstanding the provisions of Section 4(b), the General Partner
may, in its sole and absolute discretion, assume directly and satisfy a
Redemption Right by paying to the Participant the Redemption Amount on the
Specified Redemption Date, whereupon the General Partner shall acquire the Units
offered for redemption by the Participant and shall be treated for all purposes
of this Agreement as the owner of such Units. In the event the General Partner
shall exercise its right to satisfy the Redemption Right in the manner described
in the preceding sentence, the Partnership shall have no obligation to pay any
amount to the Participant with respect to the Participant's exercise of the
Redemption Right, and each of the Participant, the Partnership, and the General
Partner shall treat the transaction between the General Partner and the
Participant as a sale of the Participant's Units to the General Partner for
federal income tax purposes. The Participant agrees to execute such documents
as the General Partner may reasonably require in connection with the issuance of
Common Stock upon exercise of the Redemption Right. Any Cash Amount or Common
Stock Amount to be paid to the Participant pursuant to this Section 4(c) shall
be paid within five (5) business days after the initial date of receipt by the
General Partner of the Notice of Redemption relating to the Units to be
redeemed; provided, however, that such five (5) day period may be extended for
up to an additional one hundred eighty (180) day period to the extent required
for the Company to issue additional shares of Common Stock to provide financing
to make such payment of the Cash Amount and provided further, that the General
Partner shall pay interest at the Prime Rate as published in The Wall Street
Journal, Eastern Edition, from time to time on the Cash Amount from the
expiration of the five day period to the date of payment. Notwithstanding the
foregoing, the General Partner and the Partnership agree to use their best
efforts to cause the closing of the acquisition of redeemed Units hereunder to
occur as quickly as reasonably possible.
(d) The Partnership or the General Partner, as the case may be, shall pay
the Cash Amount to the Participant as the Redemption Amount if (i) the
acquisition of Common Stock by the Participant on the Specified Redemption Date
would (A) result in the Participant or any other person owning, directly or
indirectly, shares of Common Stock in excess of the "Ownership Limit," as
defined in the Company's Restated and Amended Articles of Incorporation, as
amended ("Articles"), and calculated in accordance therewith, except as provided
in the Articles, (B) result in shares of Common Stock being owned by fewer than
100 persons (determined without reference to any rules of attribution), except
as provided in the Articles, (C) result in the Company being "closely held"
within the meaning of Section 856(h) of the Code, (D) cause the Company to own,
directly or constructively, 10% or more of the ownership interests in a
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tenant of the Company's or the Partnership's real property, within the
meaning of Section 856(d)(2)(B) of the Code, or (E) cause the acquisition of
shares of Common Stock by the Participant to be "integrated" with any other
distribution of shares of Common Stock for purposes of complying with the
registration provisions of the Securities Act of 1933, as amended, or (ii)
the Partnership or the General Partner, as the case may be, so elects in its
sole discretion.
5. Exercise After Termination. To the extent that the Option becomes
exercisable in accordance with section 3(c) hereof, it may be exercised whether
or not the Participant has ceased to be a Manager by the date of exercise.
6. No Right to Continue as Manager. This Option does not confer upon
Participant any right with respect to continuing as a service provider to the
Company, nor shall it interfere in any way with the Company's right to terminate
the Participant's service at any time.
7. Fractional Shares. Fractional shares shall not be issuable hereunder,
and when any provision hereof may entitle Participant to a fractional share such
fraction shall be disregarded.
8. Investment Representation. Participant agrees any shares purchased by
him hereunder will be purchased for investment and not with a view to
distribution or resale.
9. Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Virginia.
10. Conflicts. In the event of any conflict between the provisions of the
Plan as in effect on the date hereof and the provisions of this Agreement, the
provisions of the Plan shall govern. All references herein to the Plan shall
mean the Plan as in effect on the date hereof.
11. Participant Bound by Plan. Participant hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.
12. Certificates. Certificates for any shares purchased under this
Agreement shall be issued as promptly as may be practicable, but the Company
shall not be required to issue, deliver or transfer any certificate until all
applicable requirements of law and this Agreement have been satisfied.
13. Binding Effect. Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of any
successors in interest of the Participant and the Company.
14. Counterparts. This Agreement may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
OCWEN ASSET INVESTMENT CORP.
By: ____________________________
Its: ____________________________
ATTEST:
__________________________
Secretary
OCWEN PARTNERSHIP, L.P.,
By: Ocwen General, Inc., its
General Partner
By: ____________________________
Its: ____________________________
OCWEN CAPITAL CORPORATION,
Participant
By: ____________________________
Its: ____________________________
OCWEN GENERAL, INC.
By: ____________________________
Its: ____________________________
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EXHIBIT A
NOTICE OF EXERCISE OF REDEMPTION RIGHT
The undersigned hereby irrevocably (i) presents for redemption ______ units
of limited partnership interest ("Units") in Ocwen Partnership, L.P. (the
"Partnership") in accordance with the terms of the Option Agreement, among the
Partnership, Ocwen General, Inc., Ocwen Asset Investment Corp. and Ocwen Capital
Corporation (the "Agreement"), and the "Redemption Right" defined therein, (ii)
surrenders such Units and all right, title and interest therein, (iii)
surrenders herewith any certificate or other writing evidencing the Units (and
requests that any Units so evidenced that are not redeemed be evidenced by the
issuance of a new certificate or writing) and (iv) directs that the "Cash
Amount" or "Common Stock Amount" (as determined by the General Partner), as
defined in the Agreement, deliverable upon exercise of the Redemption Right be
delivered to the address specified below, and if shares of Common Stock are to
be delivered, such shares of Common Stock be registered or placed in the name(s)
and at the address(es) specified below.
Dated:________________ OCWEN CAPITAL CORPORATION
By: ______________________________
Its: ______________________________
______________________________
(Street Address)
______________________________
(City) (State) (Zip Code)
Signature Guaranteed by:
______________________________
If shares of Common Stock are to be issued, issue to:
____________________________
____________________________
____________________________
Please provide social security or identifying number:
______________________
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ACCEPTANCE OF GENERAL PARTNER:
Ocwen General, Inc., as General Partner of the Partnership, hereby accepts
the Units described above for redemption in accordance with the Agreement, and
by its execution hereof evidences conclusively that the Participant has
satisfied all of the requirements under the Agreement for exercise of the
Redemption Right, or that some or all of such requirements have been waived,
such waiver being in the sole discretion of the General Partner.
OCWEN GENERAL, INC.
By: _____________________
Its: ____________________
Dated: ____________________
RI:AS:\ocwen\reit\option.3
