mwemployeeoptionagreement.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    NONQUALIFIED
STOCK OPTION AGREEMENT

     

    THIS AGREEMENT is dated
effective as of the grant date set forth in Exhibit 1 attached hereto (December
3, 2008), between CS Financing CSF, a Delaware CSF (the “CSF”), and Mark
Williams, an officer of CSF (“Grantee”).

     

    The
parties agree as follows:

     

    1. Grant of Options. The
CSF hereby grants to grantee an Option to purchase from the CSF all or any part
of an aggregate amount of the shares of the Common Stock of the CSF, $0.01 par
value per share (the “Common Stock”), at the Option price and on other terms, as
set forth in Exhibit 1 attached hereto and made a part hereof. The date of this
Agreement is the effective date of the grant. This Option is not intended to qualify as an
Incentive Stock Option as described in Section 422 of the Internal Revenue Code
of 1986 and is referred to as a Nonqualified Stock Option.

     

    2. Exercise Period.
This option shall vest and become exercisable in accordance with the schedule
attached hereto as Exhibit 1 and made a part hereof. All vested Options must be
exercised on or before a date ten (10) years from the date of the grant. Vesting
shall continue in accordance with Exhibit 1 so long as Grantee is a director of
the CSF at the time shares vest.

     

    3. Exercise of Option.
The vested portion of this Option may be exercisable only by written notice of
intent to the CSF at its office at 21 Tamal Vista Blvd., Suite 230, Corte
Madera, California 94925. Such notice shall state the number of shares of Common
Stock in respect of which the Option is being exercised and shall be accompanied
by payment for such Common Stock in cash, certified or cashier’s check or by
personal check. A form of Notice of Exercise is attached hereto as Exhibit
A.

     

    4. Withholding. In the
event that the Grantee elects to exercise this Option or any part thereof, and
if the CSF shall be required to withhold any amounts by reasons of any federal,
state or local tax laws, rules or regulations in respect of the issuance of
shares to the Grantee pursuant to the Option, the CSF shall be entitles to
deduct and withhold such amounts from any payments to be made to the Grantee. In
any event, the Grantee shall make available to the CSF, promptly when requested
by the CSF, sufficient funds to meet the requirements of such withholding; and
the CSF shall be entitles to take and authorize such steps as it may deem
advisable in order to have such funds available to the CSF out of any funds or
property due or to become to the Grantee.

     

    5. No Shareholder
Rights. Grantee shall have no rights as a stockholder with respect to any
shares of Common Stock subject to this Option prior to the date of issuance of a
certificate or certificates for such shares.

     

    6. Investment
Representation. Notice of the exercise of this Option may include a
representation that any of the Option shares purchases shall be acquired as an
investment and not with a view to, or sale in connection with, any public
distribution.

     

    7. Compliance with Law and
Regulation. The Grantee acknowledges that this Option may not be
exercised until the CSF has taken all action then required to comply with all
applicable federal and state laws, rules and regulations and any exchange on
which the Common Stock may then be listed. The certificates representing the
shares purchased upon the exercise of this Option may bear a legend in
substantially the following form:

     

    These
shares have not been registered either under any applicable federal law and
rules and resale will not be permitted under state law unless the shares are
first registered, or are exempt, under the securities laws of California or any
other applicable state securities laws. Further, no sale, offer to sell, or
transfer of these shares shall be made unless a registration statement under the
federal securities act of 1933, as amended, with respect to such shares is then
in effect or an exemption from the registration requirements of such Act is then
in fact applicable to such shares.

     

    8. Binding Agreement.
This Agreement shall be binding upon and inure to the benefit of the legal
representatives, executors, administrators, successors and assigns of each party
to this Agreement.

     

    9. Complete Agreement.
This agreement sets forth the entire understanding of the parties hereto and
shall not be amended, changed or terminated except by an instrument in writing
signed by the parties to this agreement.

     

    10. Counterparts and Governing
Law. This agreement may be executed in counterparts, and its validity,
construction and performance, shall be governed by the laws of the state of
California.

     

    IN WITNESS WHEREOF, the
parties have executed this Agreement effective December 3, 2008.

     

    


     

    CS
FINANCING
CORPORATION                                                                                                GRANTEE

     

    By:
___/s/ Timothy
Redpath___________                                                                                                           ____/s/ Mark
Williams_____________

     

    Print
Name: Timothy
Redpath                                                                                     Mark
Williams

    Title:
CEO

    


     

    


     

     [Please
execute two copies of this Agreement and Exhibit 1

     

    and
return one copy to the CSF.]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    NOTICE
OF EXERCISE OF STOCK OPTION

     

    


    CS
Financing CSF

    21 Tamal
Vista Blvd., Suite 230

    Corte
Madera, CA 94925

    


    The undersigned is the holder of a
Stock Option (the “Option”) to purchase shares of Common Stock of CS Financing
CSF (the “CSF”), pursuant to the terms of the Stock Option Agreement between the
CSF and the undersigned (the “Agreement”). The undersigned hereby irrevocably
elects to exercise the option to purchase ____ shares of Common Stock (the
“Option Shares”). Enclosed herewith is payment for the Option Shares as required
under the Agreement. The undersigned requests that the certificate representing
the Option Shares be issued in the name of the undersigned and delivered to the
address set forth below.

     

    In
connection with the issuance of the Option Shares to the undersigned, the
undersigned hereby certifies and represents to the CSF that the undersigned is
acquiring such shares for the purpose of investment and not with a view toward
distribution. The undersigned understands that these securities have not been
registered either under any applicable federal law and rules or applicable state
law and rules and that resale will not be permitted under state law unless the
securities are first registered to the sale is a transaction exempt from
registration under the applicable state securities law.

     

    The
undersigned further understands that no sale, offer to sell, or transfer of the
Option Shares shall be made unless a registration statement under the federal
Securities Act of 1933, as amended (the “Act”), with respect to the Option
Shares is then in effect or an exemption from the registration requirements of
the Act is then in fact applicable to the Option Shares. The undersigned
understands that a legend reciting this investment restriction may be placed on
any stock certificate that may be issued to the undersigned.

     

    Dated:

     

    Grantee:

     

    _______________________________________

     

    Address:                      ___________________________

     

    ___________________________

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    EXHIBIT
1

     

    OPTION
TERMS

     

    Name of
Grantee:                                                                Mark
Williams

     

    Date of
Grant:                                                                December
3, 2008

     

    Number of
Shares
Granted:                                                                           6

     

    Exercise
Price:                                                      $200.00

     

    Type of
Option

    (Qualified
or
Non-Qualified):                                                                           Non-Qualified

    


    Vesting:                                                      6
shares vest immediately upon the date of grant above

     

    


     

    


     

    Option
Terms acknowledged by Grantee:

     

    


     

    ____/s/ Mark
Williams___________________________

     

    Print
Name: Mark Williams