exv10w2



 






EXHIBIT 10.2




FIRSTCITY FINANCIAL CORPORATION

1995 Stock Option and Award Plan




AWARD AGREEMENT




[Date]




[Name]

[Title]

FirstCity Financial Corporation

P. O. Box 8216

6400 Imperial Drive

Waco, TX 76714-8216




Re: Grant of Stock Option




Dear ______________:




     You have been granted an option to purchase common stock of FirstCity Financial Corporation, a
Delaware corporation (the “Company”), pursuant to the Company’s 1995 Stock Option and Award Plan
(the “Plan”) for certain individuals, directors and key employees of the Company and its
Subsidiaries. A copy of the Plan is being furnished to you concurrently with the execution of this
Award Agreement and shall be deemed a part of this Award Agreement as if fully set forth herein.
Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning
when used herein.



     1. Grant



     Subject to the conditions set forth below, the Company hereby grants to you, effective as of
___, ___(the “Grant Date”), as a matter of separate inducement and not in lieu of any
salary or other compensation for your services, the right and option to purchase (the “Option”), in
accordance with the terms and conditions set forth herein and in the Plan, an aggregate of ___
Shares (the “Option Shares”), at a price equal to $  ___ per Share, subject to the adjustments and
limitations set forth herein and in the Plan (the “Option Price”). The Option granted hereunder is
intended to constitute an Incentive Stock Option within the meaning of the Plan; however, you
should consult with your tax advisor concerning the proper reporting of any federal or state tax
liability that may arise as a result of the grant or exercise of the Option.



 









 





     2. Exercise



     (a) For purposes of this Award Agreement, the Option Shares shall be deemed “Non-vested
Shares” unless and until they have become “Vested Shares.” The Option Shares shall become “Vested
Shares” in ___equal, consecutive annual installments, commencing on the first anniversary of
___, ___, provided that vesting shall cease upon your ceasing to be an employee of the
Company or a Subsidiary as and to the extent provided in Section 3 hereof.



     (b) Subject to the relevant provisions and limitations contained herein and in the Plan, you
may exercise the Option to purchase all or any portion of the Vested Shares at any time prior to
the termination of the Option pursuant to this Award Agreement. In no event shall you be entitled
to exercise the Option for any Non-Vested Shares or for a fraction of any Vested Share.



     (c) The unexercised portion of the Option, if any, will automatically, and without notice,
terminate and become null and void upon the expiration of ___(___) years from the Grant
Date.



     (d) Any exercise by you of the Option shall be in writing addressed to the Secretary of the
Company at its principal place of business (a copy of the form of exercise notice to be used will
be available upon written request to the Secretary), and shall be accompanied by a certified or
bank check payable to the order of the Company in the full amount of the Option Price of the shares
so purchased, or in such other manner as described in the Plan and approved by the Committee.



     3. Termination of Employment



     Upon the termination of your employment with the Company and any Subsidiary, the Option shall
terminate and/or be exercisable pursuant to Section 6.7 of the Plan.



     4. Transferability



     The Option and any rights or interests therein are not assignable or transferable by you
except by will or the laws of descent and distribution or as allowed under Section 6.8 of the Plan
to members of your Immediate Family (as such term is defined in the Plan), to one or more trusts
for the benefit of such Immediate Family members, or to one or more partnerships where such
Immediate Family members are the only partners, provided that you do not receive any consideration
in any form whatsoever for said transfer. During your lifetime, the Option shall be exercisable
only by you, any transferee as allowed in this Section 4 and pursuant to the terms of the Plan, or,
in the event that a legal representative has been appointed in connection with your Disability (as
such term is defined in the Plan), such legal representative. Any Options so transferred shall
continue to be subject to the same terms and conditions in the hands of the transferee as were
applicable to said Option immediately prior the transfer thereof. Any reference in herein to the
employment by or performance of services for the Company by you shall continue to refer to your
employment or performance by you.



     5. Withholding Taxes



     By acceptance hereof, you hereby (1) agree to reimburse the Company or any Subsidiary by which
you are employed for any federal, state or local taxes required by any government to be withheld or
otherwise deducted by such entity in respect of your exercise of all or a portion of the Option;
(2) authorize the Company or any Subsidiary by which you are employed to withhold from any cash
compensation paid to you or on your behalf, an amount sufficient to discharge any federal, state
and local taxes imposed on the Company, or the Subsidiary by which you are employed, and which
otherwise has not been reimbursed by you, in respect of your exercise of all or a portion of the
Option; and (3) agree that the Company may, in its discretion, hold the stock certificate to which
you are entitled upon exercise of the Option as security for the payment of the aforementioned
withholding tax liability, until cash sufficient to pay that liability has been accumulated, and
may, in its discretion, effect such withholding by retaining shares issuable upon the exercise of
the Option having a Fair Market Value on the date of exercise which is equal to



 









 





the amount to be withheld.




     6. Miscellaneous



     (a) This Award Agreement is subject to all the terms, conditions, limitations and restrictions
contained in the Plan. In the event of any conflict or inconsistency between the terms hereof and
the terms of the Plan, the terms of the Plan shall be controlling.



     (b) This Award Agreement is not a contract of employment and the terms of your employment
shall not be affected by, or construed to be affected by, this Award Agreement, except to the
extent specifically provide herein. Nothing herein shall impose, or be construed as imposing any
obligation (1) on the part of the company or any Subsidiary to continue your employment, or (2) on
your part to remain in the employ of the Company or any Subsidiary.



 









 





     By your signature and the signature of the Company’s representative below, you and the Company
agree that this option is granted under and governed by the terms and conditions of the Company’s
1995 Stock Option and Award Plan and this Award Agreement. Please indicate your acceptance of all
the terms and conditions of the Option and the Plan by signing and returning a copy of this Award
Agreement.



	 	 	 	 	 
	 	Very truly yours,





FIRSTCITY FINANCIAL CORPORATION

 	 
	 	By:  	________________________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACCEPTED:




_____________________________________




Signature of Optionee




 








_____________________________________




Print Name of Optionee







Date: __________________________