EXHIBIT 99.1
NEWTEK CAPITAL, INC.
2000 STOCK INCENTIVE
AND DEFERRED COMPENSATION PLAN
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Agreement for Non-Incentive Stock Options
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THIS STOCK OPTION (the "Option") grants _________________ (the "Optionee")
the right to purchase a total of _____ shares of Common Stock, par value $.02
per share, of Newtek Capital, Inc. (the "Company") at the price set forth
herein, in all respects subject to the terms, definitions and provisions of the
Newtek Capital, Inc. 2000 Stock Incentive and Deferred Compensation Plan (the
"Plan") which is incorporated by reference herein. This Option is intended not
to qualify as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The Optionee acknowledges,
through signing below, the receipt of a copy of the Plan.
1. Option Price. The Option price is ______ Dollars ($____) for each share,
being 100% of the fair market value, as determined by the Committee, of the
Common Stock on the date of grant of this Option.
2. Vesting and Exercise of Option. This Option shall vest in accordance
with the schedule set forth in the Award summary attached to this Agreement and
shall be exercisable in accordance with Section 8(c) of the Plan.
3. Method of Exercise. This Option shall be exercisable by a written notice
by the Optionee which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name the
stock certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such
combination of cash and Common Stock as the Optionee elects. Common Stock
utilized in full or partial payment of the exercise price shall be valued
at its fair market value on the date of exercise. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons
exercising the Option.
4. Restrictions on exercise. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
5. Withholding. The Optionee hereby agrees that the exercise of the Option
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise.
6. Non-transferability of Option. The terms of this Option shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee. The Optionee may transfer this Option to the Optionee's spouse, lineal
ascendants, lineal descendants, or to a duly established trust for their
benefit, provided that such transferee shall be permitted to exercise this
Option subject to the same terms and conditions applicable to the Optionee. This
Option may not be transferred in any other manner otherwise than by will or the
laws of descent or distribution.
7. Term of Option. This Option may not be exercisable for more than ten
years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
----------------------------------- NEWTEK CAPITAL, INC.
Date of ▇▇▇▇▇ 2000 STOCK INCENTIVE AND DEFERRED
COMPENSATION PLAN COMMITTEE
Witness:___________________________ By _____________________________________
An Authorized Member of the Committee
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