**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 followingterms and conditions:
     1. Option Grant and Exercise Period. The Corporation hereby grants to the Optionee anOption (the “Option”) to purchase, pursuant to the Corporation’s 1995 Employee Stock IncentivePlan, as the same may be from time to time amended (the “Plan”), and upon the terms and conditionstherein 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 Corporationat the price (the “Exercise Price”) of **Exercise price** per share. A copy of the Plan ascurrently in effect, is incorporated herein by reference and is attached hereto.
     This Option shall be exercisable only during the period (the “Exercise Period”) commencing onCommencement Date and ending at 5:00 p.m., La Jolla, California time, on the date ten yearsafter date of Award under the Plan (the “Grant Date”), such later time and date being hereinafterreferred to as the “Expiration Date,” provided the Optionee has continued to serve as an employeeof the Corporation since the Grant Date. This option shall vest and become exercisable accordingto the following schedule:       **Amount of** **Date of** **Initial** **Vesting** **Award Vested** **1****st Vesting Date** **1/3 of Award**     **2****nd Vesting Date** **1/3 of Award**     **3****rd Vesting Date** **1/3 of Award**
During the Exercise Period, only the vested portion of this Option shall be exercisable in whole atany time or in part from time to time subject to the provisions of this Agreement, and furthersubject to the condition that the aggregate Fair Market Value (as defined in the Plan and asdetermined 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 yearshall not exceed One Hundred Thousand Dollars ($100,000.00). To the extent that this Option, orany part thereof, does not qualify as an Incentive Stock Option for any reason, it shall become aNon-Qualified Stock Option under the Plan.
     2. Method of Exercise of This Option. This Option may be exercised during the ExercisePeriod by giving written notice to the Corporation specifying the number of Option Shares to bepurchased. The notice must be in the form prescribed by the committee referred to in Section 4 ofthe Plan or its successor (the “Committee”) and directed to the address set forth in Section 10below. The date of exercise is the date on which such notice is received by the Corporation. Suchnotice must be accompanied by payment in full of the Exercise Price for the Option Shares to bepurchased upon such exercise. Payment shall be made either (i) in cash, which may be in the formof a check, bank draft, or money order payable to the Corporation, or (ii) by delivering a properlyexecuted notice together with irrevocable instructions to a broker to promptly deliver to theCorporation 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 theOptionee, by will or the laws of descent and distribution or pursuant to a qualified domesticrelations order, as described in the Plan, to the extent provided in Section 5 below. Except asprovided 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 bythe parties hereto, the successors and assigns of the Corporation and any person to whom thisOption is transferred by will or by the laws of descent and distribution or pursuant to a qualifieddomestic relations order, as described in the Plan. In addition, all Incentive Stock Options (asdefined in the Plan) awarded to a Participant are exercisable only by that Participant during hisor her lifetime.
     4. Restrictions on Stock Transferability. The Committee shall impose suchrestrictions on any shares of Stock acquired pursuant to the exercise of an Option under the Planas it may deem advisable, including, without limitation, restrictions under applicable federalsecurities law, under the requirements of any stock exchange upon which such shares of Stock arethen 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 andnotwithstanding any other provision of this Option to the contrary, this Option shall not beexercisable unless the Optionee, at the time he exercises this Option, has remained continuously inthe 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 forcause), the Optionee may, but only within the period of three months immediately succeeding suchcessation of service and in no event after the Expiration Date, exercise this Option to the extentthe Optionee was entitled to exercise this Option at the date of cessation. If the Optionee shallcease to work for the Corporation because of termination of employment by the Corporation orAffiliate for cause, all rights under this Option shall expire immediately upon the giving to theOptionee of notice of such termination.
     In the event of the death of the Optionee while in continuous service of the Corporation orduring the three-month period referred to in the immediately preceding paragraph, the person towhom the Option has been transferred by will or by the laws of descent and distribution may, butonly to the extent the Optionee was entitled to exercise this Option immediately prior to hisdeath, exercise this Option at any time within six months following the death of the Optionee, butin no event later than ten years from the Grant Date.
     6. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OF THE CORPORATION. In the event of anychange in the outstanding shares of Stock by reason of any stock dividend or split,recapitalization, merger, consolidation, combination, exchange of shares, or other similarcorporate change, the aggregate number of shares of Stock available under the Plan and subject toeach outstanding Award, and its stated exercise price or the basis upon which the Award ismeasured, shall be adjusted appropriately by the Committee, whose determination shall beconclusive; 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) theacquisition of beneficial ownership by any person, corporation, group or other entity of 30% ormore 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 whichdoes not result in the outstanding shares of Common Stock being converted into or exchanged fordifferent securities, cash or other property, or any combination thereof, or the sale, lease orexchange or other transfer of all or substantially all of the assets of the Corporation; or (c) achange in a majority of the members of the Board of Directors of the Corporation within a 12 monthperiod unless the election or nomination for election by the Corporation’s stockholders of each newdirector was approved by the vote of two-thirds of the directors then still in office who were inoffice at the beginning of the 12 month period. In the event of any Change in Control of theCorporation, the Options shall vest 100% and shall be immediately exercisable.
     8. STOCKHOLDER RIGHTS NOT GRANTED BY THIS OPTION. The Optionee is not entitled byvirtue hereof to any rights of a stockholder of the Corporation or to notice of meetings ofstockholders or to notice of any other proceedings of the Corporation.
 

 

     9. WITHHOLDING TAX. Upon the exercise of this Option, the Corporation shall have theright to require the Optionee or such other person as is entitled to exercise this Option to pay tothe Corporation the amount of any taxes which the Corporation or any of its Affiliates is requiredto withhold with respect to such Option Shares, or, in lieu thereof, to retain, or sell withoutnotice, a sufficient number of such shares to cover the amount required to be withheld or in lieuof any of the foregoing, to withhold a sufficient sum from the Optionee’s compensation payable bythe Corporation to satisfy the Corporation’s tax withholding requirements. The Corporation’smethod of satisfying its withholding obligations shall be solely in the discretion of theCorporation, subject to applicable federal, state and local law.
     10. NOTICES. All notices hereunder to the Corporation shall be delivered or mailed toit 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 tothe Optionee’s address noted below. Such addresses for the service of notices may be changed at anytime provided written notice of the change is furnished in advance to the Corporation or to theOptionee, as the case may be.
     11. PLAN AND PLAN INTERPRETATIONS AS CONTROLLING. This Option and the terms andconditions 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 bindingand conclusive upon the Optionee or his legal representatives with regard to any question arisinghereunder or under the Plan.
     12. OPTIONEE SERVICE. Nothing in this Option shall limit the right of the Corporationor any of its Affiliates to terminate the Optionee’s service as an officer or employee, orotherwise impose upon the Corporation or any of its Affiliates any obligation to employ or acceptthe services of the Optionee.
     13. OPTIONEE ACCEPTANCE. The Optionee shall signify his acceptance of the terms andconditions of this Option by signing in the space provided below and returning a signed copy hereofto 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 beexecuted as of the date first above written.      ITLA CAPITAL CORPORATION