EXHIBIT 10.1


 


FIRSTCITY FINANCIAL CORPORATION


2006
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- Non-Employee Director


 


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 2006 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 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 a Nonqualified
Stock Option within the meaning of the Plan. 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”
on (a)                               ,
               ,
or (b) in                
equal, consecutive annual installments, commencing on the first anniversary of                     ,
          , provided that
vesting shall cease upon your ceasing to be a Director of the Company 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 Position


 


Upon your ceasing to be a Director of the Company, 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 your ceasing to serve as a Director of the Company shall continue
to refer to your ceasing to serve as a Director of the Company.


 


5.             Withholding
Taxes


 


By acceptance hereof, you hereby (1) agree to
reimburse the Company 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 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, in respect of your exercise of all or a portion of the Option, 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 service
and compensation as a Director 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 to continue you in your position as a Director
of the Company, or (2) on your part to remain in your position as a Director of
the Company.


 

















 


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 2006 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: