exv10w13



 






EXHIBIT 10.13




ITLA CAPITAL CORPORATION




1995 EMPLOYEE STOCK INCENTIVE PLAN




STOCK OPTION AGREEMENT




     This option is granted on Grant Date (the “Grant Date”) by ITLA Capital Corporation
(the “Corporation”) to Optionee Name (the “Optionee”), in accordance with the following
terms and conditions:



     1. Option Grant and Exercise Period. The Corporation hereby grants to the Optionee an
Option (the “Option”) to purchase, pursuant to the Corporation’s 1995 Employee Stock Incentive
Plan, as the same may be from time to time amended (the “Plan”), and upon the terms and conditions
therein and hereinafter set forth, an aggregate of Number of Shares Granted shares (the
“Option Shares”) of the Common Stock, par value $.01 per share (“Common Stock”), of the Corporation
at the price (the “Exercise Price”) of Exercise price per share. A copy of the Plan as
currently in effect, is incorporated herein by reference and is attached hereto.



     This Option shall be exercisable only during the period (the “Exercise Period”) commencing on
Commencement Date and ending at 5:00 p.m., La Jolla, California time, on the date ten years
after date of Award under the Plan (the “Grant Date”), such later time and date being hereinafter
referred to as the “Expiration Date,” provided the Optionee has continued to serve as an employee
of the Corporation since the Grant Date. This option shall vest and become exercisable according
to the following schedule:



	 	 	 	 	 
	 	 	Amount of	 
	Date of	 	Initial	 
	Vesting	 	Award Vested	 
	1st Vesting Date
	 	1/3 of Award
	 
	 	 	 	 
	2nd Vesting Date
	 	1/3 of Award
	 
	 	 	 	 
	3rd Vesting Date
	 	1/3 of Award





During the Exercise Period, only the vested portion of this Option shall be exercisable in whole at
any time or in part from time to time subject to the provisions of this Agreement, and further
subject to the condition that the aggregate Fair Market Value (as defined in the Plan and as
determined as of the Grant Date) of the Option Shares with respect to which Incentive Stock Options
(as defined in the Plan) are exercisable for the first time by the Optionee in any calendar year
shall not exceed One Hundred Thousand Dollars ($100,000.00). To the extent that this Option, or
any part thereof, does not qualify as an Incentive Stock Option for any reason, it shall become a
Non-Qualified Stock Option under the Plan.




     2. Method of Exercise of This Option. This Option may be exercised during the Exercise
Period by giving written notice to the Corporation specifying the number of Option Shares to be
purchased. The notice must be in the form prescribed by the committee referred to in Section 4 of
the Plan or its successor (the “Committee”) and directed to the address set forth in Section 10
below. The date of exercise is the date on which such notice is received by the Corporation. Such
notice must be accompanied by payment in full of the Exercise Price for the Option Shares to be
purchased upon such exercise. Payment shall be made either (i) in cash, which may be in the form
of a check, bank draft, or money order payable to the Corporation, or (ii) by delivering a properly
executed notice together with irrevocable instructions to a broker to promptly deliver to the
Corporation the amount of sale or loan proceeds to pay the exercise price.



 









 





     3. Non-Transferability of This Option. This Option may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, except, in the event of the death of the
Optionee, by will or the laws of descent and distribution or pursuant to a qualified domestic
relations order, as described in the Plan, to the extent provided in Section 5 below. Except as
provided herein, this Option is exercisable during the Optionee’s lifetime only by the Optionee.
The provisions of this Option shall be binding upon, inure to the benefit of and be enforceable by
the parties hereto, the successors and assigns of the Corporation and any person to whom this
Option is transferred by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order, as described in the Plan. In addition, all Incentive Stock Options (as
defined in the Plan) awarded to a Participant are exercisable only by that Participant during his
or her lifetime.



     4. Restrictions on Stock Transferability. The Committee shall impose such
restrictions on any shares of Stock acquired pursuant to the exercise of an Option under the Plan
as it may deem advisable, including, without limitation, restrictions under applicable federal
securities law, under the requirements of any stock exchange upon which such shares of Stock are
then listed and under any blue sky or state securities laws applicable to such shares.



     5. Early Termination of Options. Except as provided in this Section 5 and
notwithstanding any other provision of this Option to the contrary, this Option shall not be
exercisable unless the Optionee, at the time he exercises this Option, has remained continuously in
the service of the Corporation (as described in the Plan) since the Grant Date.



     If the Optionee shall cease to be employed by the Corporation for any reason (excluding death,
disability, retirement and termination of employment by the Corporation or any Affiliate for
cause), the Optionee may, but only within the period of three months immediately succeeding such
cessation of service and in no event after the Expiration Date, exercise this Option to the extent
the Optionee was entitled to exercise this Option at the date of cessation. If the Optionee shall
cease to work for the Corporation because of termination of employment by the Corporation or
Affiliate for cause, all rights under this Option shall expire immediately upon the giving to the
Optionee of notice of such termination.



     In the event of the death of the Optionee while in continuous service of the Corporation or
during the three-month period referred to in the immediately preceding paragraph, the person to
whom the Option has been transferred by will or by the laws of descent and distribution may, but
only to the extent the Optionee was entitled to exercise this Option immediately prior to his
death, exercise this Option at any time within six months following the death of the Optionee, but
in no event later than ten years from the Grant Date.



     6. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OF THE CORPORATION. In the event of any
change in the outstanding shares of Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of shares, or other similar
corporate change, the aggregate number of shares of Stock available under the Plan and subject to
each outstanding Award, and its stated exercise price or the basis upon which the Award is
measured, shall be adjusted appropriately by the Committee, whose determination shall be
conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.



     7. CHANGE IN CONTROL. Change in Control, as defined in the Plan, encompasses: (a) the
acquisition of beneficial ownership by any person, corporation, group or other entity of 30% or
more of the outstanding Stock; (b) the stockholders of the Corporation approve a merger,
consolidation, or combination in which the Corporation is the not the continuing entity and which
does not result in the outstanding shares of Common Stock being converted into or exchanged for
different securities, cash or other property, or any combination thereof, or the sale, lease or
exchange or other transfer of all or substantially all of the assets of the Corporation; or (c) a
change in a majority of the members of the Board of Directors of the Corporation within a 12 month
period unless the election or nomination for election by the Corporation’s stockholders of each new
director was approved by the vote of two-thirds of the directors then still in office who were in
office at the beginning of the 12 month period. In the event of any Change in Control of the
Corporation, the Options shall vest 100% and shall be immediately exercisable.



     8. STOCKHOLDER RIGHTS NOT GRANTED BY THIS OPTION. The Optionee is not entitled by
virtue hereof to any rights of a stockholder of the Corporation or to notice of meetings of
stockholders or to notice of any other proceedings of the Corporation.



 









 





     9. WITHHOLDING TAX. Upon the exercise of this Option, the Corporation shall have the
right to require the Optionee or such other person as is entitled to exercise this Option to pay to
the Corporation the amount of any taxes which the Corporation or any of its Affiliates is required
to withhold with respect to such Option Shares, or, in lieu thereof, to retain, or sell without
notice, a sufficient number of such shares to cover the amount required to be withheld or in lieu
of any of the foregoing, to withhold a sufficient sum from the Optionee’s compensation payable by
the Corporation to satisfy the Corporation’s tax withholding requirements. The Corporation’s
method of satisfying its withholding obligations shall be solely in the discretion of the
Corporation, subject to applicable federal, state and local law.



     10. NOTICES. All notices hereunder to the Corporation shall be delivered or mailed to
it addressed to the Secretary of the Corporation at 888 Prospect Street, Suite 110, La Jolla,
California 92037. Any notices hereunder to the Optionee shall be delivered personally or mailed to
the Optionee’s address noted below. Such addresses for the service of notices may be changed at any
time provided written notice of the change is furnished in advance to the Corporation or to the
Optionee, as the case may be.



     11. PLAN AND PLAN INTERPRETATIONS AS CONTROLLING. This Option and the terms and
conditions herein set forth are subject in all respects to the terms and conditions of the Plan,
which are controlling. All determinations and interpretations of the Committee shall be binding
and conclusive upon the Optionee or his legal representatives with regard to any question arising
hereunder or under the Plan.



     12. OPTIONEE SERVICE. Nothing in this Option shall limit the right of the Corporation
or any of its Affiliates to terminate the Optionee’s service as an officer or employee, or
otherwise impose upon the Corporation or any of its Affiliates any obligation to employ or accept
the services of the Optionee.



     13. OPTIONEE ACCEPTANCE. The Optionee shall signify his acceptance of the terms and
conditions of this Option by signing in the space provided below and returning a signed copy hereof
to the Corporation at the address set forth in Section 10 above.



     IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK OPTION AGREEMENT to be
executed as of the date first above written.


	 	 	 	 	 
	 	ITLA CAPITAL CORPORATION

 	 
	 	By:  	 	 
	 	George W. Haligowski 	 
	 	Chief Executive Officer and President 	 
	 



	 	 	 	 	 
	 	ACCEPTED:

 	 
	 	 
 	 
	 	Optionee Name 	 
	 	Street Address

City, State Zip Code