exv10w2



 






Exhibit 10.2




DIRECTOR STOCK OPTION AGREEMENT




     This DIRECTOR STOCK OPTION AGREEMENT (“Agreement”) is entered into effective as of the ___day
of ___, 200___(the “Date of Grant”), between TARRAGON CORPORATION, a Nevada corporation
(the “Company”), and ___, an individual (the “Optionee”).



     WHEREAS, the Company has adopted, with the approval of its stockholders, the Tarragon
Corporation Amended and Restated Omnibus Plan (such Plan, as same may hereinafter be amended, is
referred to as the “Plan”), a copy of which will be provided to Optionee at any time upon request;
and



     WHEREAS, in order to achieve the objectives of the Plan, and to secure the continuing services
of Optionee as a Director, the Company wishes to grant to Optionee an option (the “Option”) to
purchase shares of common stock of the Company, $.01 par value (the “Shares”), exercisable for the
period and upon the terms hereinafter set out.



     ACCORDINGLY, in consideration of the foregoing premises, the mutual promises hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Optionee agree as follows:




	1.	 	Grant of Option. Subject to the terms and conditions of this Agreement and the Plan,
the Company hereby grants to Optionee the Option to purchase ___Shares of the Company,
at a price of $  per share (the “Exercise Price”).
	 
	2.	 	Term of Option; Vesting. Except as otherwise provided herein, the total number of
            shares subject to this Option shall become exercisable on the Date of Grant. Optionee may
exercise this Option from time to time, in whole or in parts of no fewer than one hundred
(100) shares (or the total remaining shares covered by this Option if less than 100), at the
election of the Optionee, through the Termination Date, as that term is defined below.
	 
	3.	 	Method of Exercise; Payment. This Option may be exercised from time to time, as
provided above, by delivering, to the Secretary or Treasurer of the Company, written notice of
intention to exercise and full payment of the amount of the Exercise Price for the number of
Shares of the Company with respect to which the Option is being exercised. Payment may be
made (i) by cash, certified check or the equivalent thereof acceptable to the Company, or
(ii) by delivery of Shares of the Company owned by Optionee at least six (6) months or longer
on the date of exercise (which Shares shall be valued for purposes of payment at the “Fair
Market Value” thereof, as defined in the Plan), or (iii) by a combination of such methods of
payment.
	 
	4.	 	Limitation on Transferability. This Option is personal to Optionee, and may not be
sold, transferred, assigned, pledged, hypothecated or otherwise disposed of in any




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	 	 	way (whether by operation of law or otherwise) except as otherwise provided by the laws of
descent and distribution. Any attempt to sell, transfer, assign, pledge or hypothecate or
otherwise dispose of this Option contrary to the provisions of this Agreement and the Plan,
or upon levy or any attachment or similar process upon this Option or Optionee’s rights
hereunder, this Option and such rights shall immediately become null, void and of no further
force or effect.
	 
	5.	 	Termination Date. This Option and all rights granted under this Agreement, to the
extent those rights have not been exercised, will terminate and become null and void at 5:00
p.m., Central Standard Time, on ___, 20___, or one (1) calendar year following the
date Optionee ceases to be a Director of the Company for any reason (the “Termination Date”).
In the event Optionee ceases to be a Director of the Company for any reason other than
Optionee’s death, Optionee may exercise the Option at any time within one (1) calendar year
following the date such relationship is terminated, to the same extent the Option was
exercisable by Optionee on the date of termination. If Optionee dies during the term of this
Option (including the one (1) calendar year following termination of his or her relationship
with the Company), the person or persons to whom his or her rights under the Option shall
pass, whether by will or by the applicable laws of descent and distribution, may exercise such
Option, to the extent Optionee was entitled to exercise it on the date of his death, for a
period of one hundred eighty (180) calendar days following Optionee’s death. Notwithstanding
anything in this Agreement to the contrary, this Option and all rights granted by this
Agreement shall in all events terminate and become null and void on the Termination Date.
	 
	6.	 	Securities Laws. By accepting this Option and executing this Agreement, Optionee
acknowledges (a) that this Option is a “restricted” security within the meaning of the
Securities Act of 1933, as amended, and may not be transferred except as provided herein; (b)
that upon exercise of this Option, Optionee may receive “restricted” securities of the
Company; (c) that the Company may register shares of common stock under the Plan, but is under
no obligation to register the Shares of the Company which are the subject of this Option; and
(d) that at the time of exercise of this Option, in whole or in part, Optionee may be required
to execute an Investment Representation Letter or such other written representations
concerning his or her intentions for the retention or disposition of the Shares of the Company
being acquired by the exercise, as, in the opinion of counsel to the Company, shall be
necessary or advisable to insure that any disposition of the Shares acquired through the
exercise will not involve the violation of the Securities Act of 1933, as amended, any
applicable state securities or blue sky laws, any similar or superseding statute or statutes,
or any applicable federal or state statute or regulation, as then in effect.
	 
	7.	 	Adjustment of Number of Shares. The number of Shares subject hereto and the Exercise
Price per Share shall be proportionately adjusted for any increase or decrease in the number
of issued Shares of the Company resulting from the subdivision or consolidation of Shares, or
the payment of stock dividends after the Date of Grant, or other increases or decreases in the
number of Shares outstanding effected without receipt of consideration by the Company;
provided, however, that any Option to purchase fractional shares resulting from such
adjustments shall be eliminated. The issuance by




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	 	 	the Company of any Shares of any class, or any securities convertible into Shares of any
class, for cash or property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants subscribed therefor, or upon conversion of 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, the number of
Shares of the Company subject to this Option.
	 
	8.	 	Merger and Consolidation. Upon any merger or consolidation where the Company is the
surviving entity, this Option shall continue in accordance with its terms except that, upon
any exercise of this Option (or any substitute Option), Optionee shall be entitled to receive,
in lieu of Shares of the Company, the amount of securities or other consideration received in
the merger or consolidation by holders of the same number and class of Shares of the Company
as may be exercised by Optionee under this Option.
	 
	9.	 	Rights of Optionee. The Optionee shall not be deemed for any purpose to be a
stockholder of the Company with respect to any of the Shares covered by this Option, except to
the extent that this Option shall have been exercised with respect thereto. Except as
provided in paragraph 8, no adjustment shall be made for dividends or other rights for which
the record date is prior to the date a stock certificate is issued to Optionee. The existence
of this Option shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company’s capital structure or its business, or any merger or
consolidation of the Company or any issue of bonds, debentures, preferred or prior preference
securities ahead of or affecting the Shares of the Company or the rights thereof or the
dissolution or liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other act or proceeding, whether of a similar character or
otherwise.
	 
	10.	 	Determination of Board of Directors. This Option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee appointed by the Board
of Director’s of the Company to administer and interpret the Plan and Options granted
thereunder. In the event of any conflict between the Plan and this Agreement, the provisions
of the Plan shall control. Optionee agrees that any dispute or disagreement which shall arise
under or as a result of or pursuant to this Option, Agreement or the Plan shall be determined
by the Committee in its reasonable discretion, and that any good faith determination,
interpretation or other action by the Committee, or in its absence, by the Board of Directors
of the Company, relating to this Option, Agreement or the Plan shall be final, binding and
conclusive for all purposes and upon all parties, including Optionee.
	 
	11.	 	Defined Terms. Terms utilized in this Agreement which are not otherwise defined
herein have the same meaning as set forth in the Plan.
	 
	12.	 	Notices. Any notices required or permitted to be given pursuant to this Agreement
must be given in writing and mailed by first class mail or be hand delivered. All notices to
the Company shall be effective only upon receipt by an officer of the Company and any notices
given by the Company shall be deemed to be received by Optionee on the third day after the
date of such notice.




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	13.	 	Parties Bound. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and all references herein to
either the Company or the Optionee shall be deemed to include any successor or successors,
whether immediate or remote.
	 
	14.	 	Governing Law and Enforcement. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the United States of America and the State of Nevada.
	 
	15.	 	Captions. The headings or captions of this Agreement and the Plan have been included
for ease of reference only and are not to be considered in the construction or interpretation
of this Agreement or the Plan or any section or clause contained herein or therein.
	 
	16.	 	Separate Agreement. Any and all Option rights granted to Optionee hereunder shall
be deemed to be in addition to and separate and apart from any Option rights granted to
Optionee under any separately existing stock option or other like agreement.






     
     IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date and year
first above written.



  	 	 	 	 	 
	 	 	 
	 	By:  	  	 
	 	 	William S. Friedman, 	 
	 	 	Chief Executive Officer

        OPTIONEE:
 
 	 
	 	 	  	 
	 	 	printed name: 	 
	 




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