exhibit 10.9 form of option AA B Rotter, W. Rotter, A. Perper dated 4/26/01



POINT WEST CAPITAL CORPORATION


Incentive Stock Option Agreement



                   
INCENTIVE STOCK OPTION AGREEMENT, dated as of April 26, 2001 (this "Agreement"),
between ___________________________ ("Optionee") and Point West Capital
Corporation, a Delaware corporation (the "Company").


W I T N E S S E T H:


                   
WHEREAS, Optionee is an employee of the Company;


                   
WHEREAS, the execution of an incentive stock option agreement in the form hereof has been
duly authorized by a resolution of the Compensation Committee (the "Committee")
of the Board of Directors ("the Board") of the Company duly adopted (i) at a
regular or special meeting of the Committee held on, or (ii) by the unanimous written
consent of the members of the Committee effective on, April 26, 2001 (the "Date of
Grant") and incorporated herein by reference; and


                   
WHEREAS, the option granted hereunder is intended to be an "incentive stock
option" within the meaning of that term under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").


                   
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein
contained, the parties hereto hereby agree as follows:


                   
1. Option. 


                   
Pursuant to the Company's Amended and Restated 1995 Stock Option Plan (the
"Plan"), the Company hereby grants to Optionee an option (the
"Option") to purchase 66,842 shares (the "Option Shares") of the
Company's Common Stock, par value $.01 per share ("Common Shares"), at the price
of $0.11 per share (the "Option Price"), which is 110% of the fair market value
of the Common Shares (as determined by the Committee) on the Date of Grant, and agrees to
cause certificates for any Common Shares purchased hereunder to be delivered to Optionee
upon payment in full of the Option Price, subject to the applicable terms and conditions
of the Plan and the terms and conditions hereinafter set forth.


 



  
    2. Vesting of Option Shares.

  




                   
(a) Unless and until terminated as hereinafter provided, the Option shall become
exercisable to the extent of 25% of the Option Shares on the first anniversary date of the
Date of Grant and to the extent of an additional 25% on each of the second through the
fourth anniversary date of the Date of Grant so long as Optionee has remained in the
continuous employ of the Company or a Subsidiary from the date hereof through such date.
For the purposes of this Agreement, the continuous employment of Optionee with the Company
or a Subsidiary shall not be deemed to have been interrupted, and Optionee shall not be
deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i)
the transfer of Optionee's employment among the Company and its Subsidiaries or (ii) a
leave of absence approved by the Board of not more than 90 days, unless Optionee has a
statutory or contractual right to reemployment with the Company or a Subsidiary following
an approved leave of absence of more than 90 days. To the extent that the Option shall
have so become exercisable, it may be exercised in whole or in part from time to time.


                   
(b) Notwithstanding the provisions of paragraph 2(a) above, the Option shall become
immediately exercisable to the extent of 100% of the Option Shares upon the occurrence of
a Change in Control. If any event or series of events constituting a Change in Control
shall be abandoned, the effect thereof shall be null and of no further force and effect
and the provisions of Section 2(a) shall be reinstated but without prejudice to any
exercise of the Option that may have occurred prior to such nullification. 


                   
(c) Notwithstanding the provisions of paragraph 2(a) above, the Option shall become
immediately exercisable to the extent of 100% of the Option Shares upon the death or
Disability of Optionee.


                   
(d) Notwithstanding the provisions of paragraph 2(a), the unvested option grants are in
consideration of future services.


 


                   
3. Exercises.


                   
(a) This Option, to the extent exercisable as provided in Section 2, may be exercised by
Optionee by delivery to the Company of (i) an Exercise Notice in the form attached to this
Agreement as Annex A, appropriately completed and duly executed and dated by Optionee,
(ii) payment in full of the Option Price for the number of Option Shares which Optionee is
purchasing hereunder, and (iii) payment in full to the Company of any amounts required to
be paid pursuant to Section 3(c).


                   
(b) The Option Price shall be payable (a) in cash or check acceptable to the Company, (b)
by transfer to the Company of Common Shares that have been owned by Optionee for (i) more
than one year prior to the date of exercise and for more than two years from the date on
which the option was granted, if they were originally acquired by Optionee pursuant to the
exercise of an incentive stock option, or (ii) more than six months prior to the date of
exercise, if they were originally acquired by Optionee other than pursuant to the exercise
of an incentive stock option, or (c) by a combination of any of the foregoing methods of
payment. The requirement of payment in cash shall be deemed satisfied if Optionee shall
have made arrangements satisfactory to the Company with a broker who is a member of the
National Association of Securities Dealers, Inc. to sell on the date of exercise a
sufficient number of the Common Shares being purchased so that the net proceeds of the
sale transaction will at least equal the aggregate Option Price, plus interest at the
applicable federal rate for the period from the date of exercise to the date of payment,
and pursuant to which the broker undertakes to deliver the aggregate Option Price, plus
such interest, to the Company not later than the date on which the sale transaction will
settle in the ordinary course of business.


                   
(c) If the Company shall be required to withhold any federal, state, local or foreign tax
in connection with an exercise of the Option, it shall be a condition to the exercise that
Optionee pay the tax or make provisions that are satisfactory to the Company for the
payment thereof.


                   
4. Termination of Option.


The Option shall terminate on the earliest of the following dates:


                   
(a) The date on which Optionee ceases to be an employee of the Company or a Subsidiary
unless he ceases to be such an employee in a manner described in (b) or (c) below.


                   
(b) 90 days after Optionee ceases to be an employee of the Company or any Subsidiary if
(A) Optionee retires from employment with the Company or any Subsidiary after
reaching the age of 65 years, or (B) Optionee's employment is terminated under
circumstances determined by the Committee to be for the convenience of the Company.


                   
(c) One year after the date on which Optionee's employment is terminated as a result of
Optionee's death or Disability (as hereinafter defined). 



  
    (d) The fifth anniversary of the Date of Grant.

  




                   
In the event that Optionee commits an act that the Board determines to have been
intentionally committed and materially inimical to the interests of the Company, the
Option shall terminate as of the time of the commission of that act, notwithstanding any
other provision of this Agreement. In the event that Optionee's employment is terminated
by the Company for Cause, the Option shall terminate as of the time Optionee's employment
is terminated, notwithstanding any other provision of this Agreement.


                   
5. No Transfer of Option.


The Option may not be transferred except by will or the laws of descent
and distribution and may not be exercised during the lifetime of Optionee except by
Optionee or Optionee's guardian or legal representative acting on behalf of Optionee in a
fiduciary capacity under state law and court supervision.


                   
6. Limitations on Exercise of Option.


Notwithstanding any other provision of this agreement, the Option shall
not be exercisable if the exercise would involve a violation of any applicable federal or
state securities law, and the Company shall make reasonable efforts to comply with all
such laws. Notwithstanding any other provision of this Agreement, the Option shall not be
exercisable until: (i) the Option Shares have been registered by the Company, on an
appropriate form of registration statement, under the Securities Act of 1933; and (ii) the
Company has provided to any exchange or automated quotation service on which the common
stock may then be listed all forms required to be provided in connection with the listing
of the Option Shares.


                   
7. Adjustments.


                   
(a) The Committee may make or provide for such adjustments in the number and kind of
Option Shares (including shares of another issuer) and in the Option Price, as the
Committee may in good faith determine to be equitably required in order to prevent
dilution or expansion of the rights of Optionee that otherwise would result from
(a) any stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Company, or (b) any merger, consolidation,
spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation
or other distribution of assets, issuance of warrants or other rights to purchase
securities or any other corporate transaction or event having an effect similar to the
foregoing.


                   
(b) In the event of any such transaction or event, the Committee may provide in
substitution for the Option such alternative consideration as it may in good faith
determine to be equitable under the circumstances and may require in connection therewith
the surrender of the Option.


                   
8. No Right to Employment.


                   
No provision of this agreement shall limit in any way whatsoever any right that the
Company or a Subsidiary may otherwise have to terminate the employment of Optionee at any
time.


                   
9. Rights as a Stockholder.


                   
The holder of this Option shall not be, nor have any of the rights or privileges of, a
holder of Common Shares in respect of any Option Shares unless and until certificates
representing such shares have been issued by the Company to such holder.


                   
10. Limitation on Incentive Stock Options.


                   
Notwithstanding the intent that the Option be an "incentive stock option" within
the meaning of that term under Section 422 of the Code, the option will be treated as a
non-qualified stock option to the extent that the fair market value of the shares with
respect to which any incentive stock options are exercisable for the first time by
Optionee during any calendar year (under all of the Company's plans and those of any of
its subsidiaries) exceed $100,000. This rule shall be applied by taking any options into
account in the order in which they were granted.


                   
11. Required Holding Period.


                   
Notwithstanding the provisions of Section 2(b), to the extent necessary for the Option,
its exercise or the sale of Option Shares acquired thereunder to be exempt from Section
16(b) of the Exchange Act of 1934, as amended, (i) except in the case of Optionee's death
or Disability, Optionee shall not be entitled to exercise the Option until the expiration
of the six-month period following the Date of Grant, or (ii) at least six months shall
elapse from the Date of Grant to the date of disposition of the Option Shares acquired
upon exercise of the Option.


                   
12. Definitions.


                   
For the purposes of this Agreement, the following terms have the following meanings:


                   
(a) "Cause" means (i) the commission by Optionee of an act of fraud or
embezzlement against the Company or an act which the Optionee knew to be in gross
violation of Optionee's duties to the Company (including the unauthorized disclosure of
confidential information), (ii) Optionee's continual failure to render services to the
Company, which failure (A) amounts to gross neglect of Optionee's duties to the Company
and (B) is not remedied within 10 days after notice thereof by the Company, or (iii)
Optionee's conviction of a felony.


                   
(b) "Change in Control" means the occurrence of any of the following events:



  
    (i)  The execution by the Company of an agreement for the
    merger, consolidation or reorganization into or with another corporation or other legal
    person; provided, however, that no such merger, consolidation or
    reorganization shall constitute a Change in Control if as a result of such merger,
    consolidation or reorganization not less than a majority of the combined voting power of
    the then-outstanding securities of such corporation or person immediately after such
    transaction are held in the aggregate by the holders of securities of the Company entitled
    to vote generally in the election of Directors ("Voting Stock") immediately
    prior to such transaction; 

    (ii)  The execution by the Company of an agreement for the
    sale or other transfer of all or substantially all of its assets to another corporation or
    other legal person; provided, however, that no such sale or other transfer
    shall constitute a Change in Control if as a result of such sale or transfer not less than
    a majority of the combined voting power of the then-outstanding securities of such
    corporation or person immediately after such sale or transfer is held in the aggregate by
    the holders of Voting Stock immediately prior to such sale or transfer.

    (iii)  There is a report filed on Schedule 13D or
    Schedule TO (or any successor schedule, form or report), each as promulgated pursuant
    to the Exchange Act disclosing that any person (as the term "person" is used in
    Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than any of
    Bradley N. Rotter, Alan B. Perper or John Ward Rotter or any of their respective family
    members or affiliates) has or intends to become the beneficial owner (as the term
    "beneficial owner" is defined under Rule 13d-3 or any successor rule or
    regulation promulgated under the Exchange Act) of securities representing 20% or more of
    the combined voting power of the then-outstanding Voting Stock, including, without
    limitation, pursuant to a tender offer or exchange offer;

    (iv)  If, during any period of two consecutive years,
    individuals who at the beginning of any such period constitute the directors of the
    Company cease for any reason to constitute at least a majority thereof; provided, however,
    that for purposes of this subsection (iv) each director who is first elected, or
    first nominated for election by the Company's stockholders, by a vote of at least
    two-thirds of the directors of the Company (or a committee thereof) then still in office
    who were directors of the Company at the beginning of any such period shall be deemed to
    have been a director of the Company at the beginning of such period; or

    (v)  except pursuant to a transaction described in the
    proviso to subsection (i) of this Section 12(b), the Company adopts a plan for
    the liquidation or dissolution of the Company.

  




                   
(c) "Disability" means, as of any date, becoming disabled within the meaning of
such term in Section 22(e)(3) of the Code.


                   
(d) "Subsidiary" means any corporation in which the Company directly or
indirectly owns or controls more than 50 percent of the total combined voting power of all
classes of stock issued by the corporation.


                   
13. Severability.


                   
In the event that one or more of the provisions of this agreement shall be invalidated for
any reason by a court of competent jurisdiction, any provision so invalidated shall be
deemed to be separable from the other provisions hereof, and the remaining provisions
hereof shall continue to be valid and fully enforceable.


 


                   
14. Governing Law.



                   
This agreement is made under, and shall be construed in accordance with, the laws of the
State of Delaware.


                   
This Agreement is executed by the Company as of April 26, 2001.


POINT WEST CAPITAL CORPORATION


Name: ________________________________


Title: _________________________________


                   
The undersigned Optionee hereby acknowledges receipt of an executed original of this
Incentive Stock Option Agreement and the Plan and accepts the Option subject to the
applicable terms and conditions of the Plan and the terms and conditions hereinabove set
forth.


_____________________________________ 


Optionee (Signature)


Name: __________________________


Dated as of 



ANNEX A


to



Incentive Stock Option Agreement



Form of Exercise Notice



 


 


                   
Pursuant to the Incentive Stock Option Agreement dated as of   between the
undersigned and Point West Capital Corporation (the "Company"), the undersigned
hereby elects to exercise his option as follows:


                   
(a) Number of shares purchased: _______________________


                   
(b) Total purchase price ((a) x Option Price): $ ____________


                   
Please issue a single certificate for the shares being purchased in the name of the
undersigned. The registered address on such certificate should be:


____________________________


 


____________________________


 


The undersigned's social security number is: _________________________.



 



Date:____________________________
                                                                               
______________________________________


                                                                                                                                                                       
Optionee