Exhibit 99.1
OPTION GRANT
NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is
entered into this 10TH day of July, 2003, by and between NEWCASTLE INVESTMENT
CORP., a Maryland corporation (the "Company"), and FORTRESS PRINCIPAL
INVESTMENT HOLDINGS LLC, a Delaware limited liability company and an affiliate
of the Manager of the Company (the "Optionee").
Pursuant to the Newcastle Investment Corp. Nonqualified Stock Option
and Incentive Award Plan (the "Plan"), the Optionee is hereby granted, on the
terms and conditions set forth herein (and subject to the terms and provisions
of the Plan), a nonqualified stock option (an "Option") to purchase shares of
the Company's common stock. It is intended that the Option constitute a
"nonqualified stock option" and not an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). Any capitalized terms not defined herein shall have the meaning set
forth in the Plan.
TERMS AND CONDITIONS OF THE OPTION
1. NUMBER OF SHARES AND OPTION PRICE. The Option entitles the
Optionee to purchase 460,000 shares (the "Option Shares") at a per share
exercise price of $20.35 (the "Option Price") of the Company's common stock,
par value $.01 per share (the "Common Stock"), subject to adjustment as set
forth in the Plan. The number of Option Shares assumes the full exercise by
the underwriters of the Company's publicly registered common stock offering
expected to close on July 16, 2003, of their 15% "over-allotment" option; in
the event that such underwriters fail to exercise such over-allotment option,
the number of Option Shares shall be 400,000 plus 10% of the number of shares,
if any, in respect of which such over-allotment option is exercised.
2. PERIOD OF OPTION. This Agreement and the terms of the Option
hereunder shall commence on the date hereof (the "Date of Grant") and, unless
previously terminated pursuant to this Agreement, the Option shall terminate
upon the expiration of ten (10) years from such Date of Grant. Upon the
termination of the Option all rights of the Optionee hereunder, with respect
to the Option, shall cease.
3. CONDITIONS OF EXERCISE. Subject to the provisions of the Plan and
this Agreement, the Option shall be fully vested at all times and shall become
exercisable as to 1/30th of the shares of Common Stock subject to the Option
on the first calendar day of each of the 30 months following the Date of
Grant.
4. EXERCISE OF OPTION. The Option shall be exercised in the following
manner: the Optionee (or any subsequent party or parties having the right to
exercise the Option), shall deliver to the Company written notice specifying
the number of Option Shares to be purchased, together with either (a) cash in
an amount equal to the Option Price, (b) the number of shares of Common Stock
having a Fair Market Value (as of the date of exercise) equal to the Option
Price, or (c) any combination of cash or shares of Common Stock, the sum of
which equals the Option Price, and the Option Shares purchased shall there
upon be promptly delivered. In addition, the Optionee (or such other party)
shall be entitled to exercise the Option in any other manner permitted under
the Plan and approved by the Committee. The Optionee will not be deemed to be
a holder of any Option Shares until the date of the issuance of a stock
certificate to it for such shares and until such shares are paid for in full.
5. DISPOSITION OF OPTION SHARES. Subject to the terms of this
Agreement and the Plan, the Option and the Common Stock acquired in connection
with the exercise of the Option shall be freely transferable by the Optionee,
to the extent not prohibited by applicable laws.
6. CHANGE IN CONTROL PROVISIONS. Notwithstanding anything herein to
the contrary, the Option and any Tandem Awards granted prior to a Change in
Control shall become immediately and fully vested and exercisable upon a
Change in Control in accordance with the provisions of the Plan. For purposes
of this award, a Change in Control shall be deemed to have occurred upon the
occurrence of one or more of the events set forth in the Plan, as amended and
restated effective June 23, 2003, or if ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ceases to be a member
of the Board of Directors of the Company.
7. NOTICES. Any notice required or permitted under this Agreement
shall be deemed given when delivered personally, or when deposited in a United
States Post Office, postage prepaid, addressed, as appropriate, to the
Optionee either at his address set forth below or such other address as he or
she may designate in writing to the Company, or to the Company: 1285 Avenue of
the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ (or his designee), at the Company's address or such other address as
the Company may designate in writing to the Optionee.
8. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company to
enforce at any time any provision of this Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.
9. GOVERNING LAW. This Agreement shall be governed by and construed
according to the laws of the State of Maryland without regard to its
principles of conflict of laws.
10. INCORPORATION OF PLAN. The Plan is hereby incorporated by
reference and made a part hereof, and the Options and this Agreement are
subject to all of the terms and conditions of the Plan.
11. AMENDMENTS. This Agreement may be amended or modified at any time
by an instrument in writing signed by the parties hereto.
12. RIGHTS AS A STOCKHOLDER. Neither the Optionee nor any successor
in interest shall have rights as a stockholder of the Company with respect to
any of the Option Shares until the date of issuance of a stock certificate for
such Option Shares.
13. AGREEMENT NOT A CONTRACT OF EMPLOYMENT. Neither the Plan, the
granting of any Option, this Option Agreement nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Optionee has a right to continue
its service to the Company for any period of time at any specific rate of
compensation.
14. AUTHORITY OF THE COMMITTEE. The Committee shall have full
authority to interpret and construe the terms of the Plan and this Agreement.
The determination of the Committee as to any such matter of interpretation or
construction shall be final, binding and conclusive.
Signatures on Following Page
IN WITNESS WHEREOF, the parties have executed this Agreement on this
10th day of July, 2003.
NEWCASTLE INVESTMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Secretary
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The undersigned hereby accepts and agrees
to all the terms and provisions of the
foregoing Agreement and to all the terms
and provisions of the Plan herein
incorporated by reference.
FORTRESS PRINCIPAL INVESTMENT
HOLDINGS LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Secretary
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NEWCASTLE INVESTMENT CORP.
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
__________ , 20 __
Newcastle Investment Corp.
1285 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Gentlemen:
On July 10th, 2003, Fortress Principal Investment Holdings
LLC, an affiliate of the Manager (the "Optionee") was granted an Option by
Newcastle Investment Corp. (the "Company") under the Company's Nonqualified
Stock Option and Incentive Award Plan (the "Plan") and a stock option
agreement, between the Optionee and the Company, dated as of July 10th, 2003
(the "Agreement"). This letter is to notify you that the Optionee wishes to
purchase Option Shares under the Agreement as set forth below.
EXERCISE OF STOCK OPTION(S)
1. The Optionee wishes to purchase _______ Option Shares at the
current exercise price of $ _____ per share for a total cost of $_____, which
Option is not encumbered to a Tandem Option.
2. The Optionee is paying for these Option Shares as follows:
___ By enclosing cash and/or a certified or cashier's check payable
to the Company in the amount of $_______.
___ By enclosing a stock certificate duly endorsed for transfer or
accompanied by an appropriately executed stock power in favor of the Company,
representing ____ shares of Stock.
3. In exercising its Option the Optionee hereby warrants and
represents to the Company that the Optionee acknowledges that the Company has
no obligation to issue a certificate evidencing any Option Shares purchasable
by the Optionee until the purchase price of such Option Shares is fully paid
as set forth in the Option Agreement.
Very truly yours,
Fortress Principal Investment Holdings LLC
By: ___________________________
Its: ___________________________