EXHIBIT 10.6
ORIGEN FINANCIAL, INC.
2003 EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
Pursuant to the Origen Financial, Inc. 2003 Equity Incentive Plan (the
"Plan"), Origen Financial, Inc., a Delaware corporation (the "Company"), hereby
grants to ________________ (the "Optionee") a non-qualified stock option (the
"Option") to purchase ______ shares of the Company's common stock, $0.01 par
value per share (the "Shares"), at a price of $10.00 per share (the "Option
Price"), on the terms and conditions contained in this Non-Qualified Stock
Option Agreement (the "Agreement") and subject to all the terms and conditions
of the Plan. The Option is granted as of __________, 200__ (the "Date of Grant")
and shall expire on __________, 201__ (the "Expiration Date"). The Option is
designated as a Performance Based Option but this Option is not intended to, and
does not, constitute an Incentive Stock Option. All capitalized terms used but
not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in the Plan.
1. Timing of Exercise. Subject to the discretion of the
Administrator to accelerate the vesting schedule hereunder, the Option shall
become vested and exercisable with respect to the following whole number of
Shares according to the following schedule:
(a) One third (1/3) of the Shares, on the earlier of (i)
the consummation of the Company's initial public offering of its common
stock, or (ii) that date which is three years from the Date of Grant
(in either case, the "Initial Vesting Date");
(b) One third (1/3) of the Shares, on the first
anniversary of the Initial Vesting Date; and
(c) The final one third (1/3) of the Shares, on the
second anniversary of the Initial Vesting Date.
Any Shares not purchased by Optionee at the time Optionee is first eligible to
exercise the Option for such Shares, as determined by this Section 1, may be
purchased by Optionee at any time thereafter but, in no event, later than the
Expiration Date.
2. Termination of Service. If the Optionee ceases to be an
employee, consultant or independent contractor of the Company or any Subsidiary,
the Option is subject to earlier termination in accordance with Section 8.02 of
the Plan.
3. Manner of Exercise. Subject to paragraph 4 below, the Option
may be exercised, in accordance with paragraph 1 above, in whole or in part by
delivery of a written notice to the Company's Secretary specifying the number of
Shares to be purchased and accompanied by payment for those Shares and any
applicable withholding taxes. The Option Price shall be paid in cash, by
certified or bank check or other instrument acceptable to the Administrator. The
Administrator may also permit payment to be made in such other manner as the
Administrator deems appropriate and in compliance with applicable law. The
Option shall be exercised in accordance with such administrative regulations as
the Administrator of the Plan shall from time to time adopt. Payment
instructions will be received subject to collection. The delivery of
certificates
representing the shares of Common Stock to be purchased pursuant to the exercise
of the Option will be contingent upon receipt by the Company of the full Option
Price for such shares and any required withholding taxes, and the fulfillment of
any other requirements contained in the Plan, this Agreement or applicable
provisions of law.
4. Trading Policy Restrictions. Option exercises shall be subject
to such Company trading-policy-related restrictions, terms and conditions as may
be established by the Administrator, or in accordance with policies set by the
Administrator, from time to time.
5. Rights as a Stockholder. The Optionee shall have the rights of
a stockholder only as to shares of Common Stock acquired upon exercise of the
Option and not as to any shares of Common Stock covered by unexercised Options.
6. Tax Withholding. No later than the date on which part or all
of the value of any shares of Common Stock received under the Plan first becomes
includible in the Optionee's gross income for federal income tax purposes, the
Optionee shall make arrangements with the Administrator in accordance with
Section 12.04 of the Plan regarding the payment of any federal, state or local
taxes required to be withheld with respect to such income.
7. No Right to Employment. Neither the Company nor any Subsidiary
is obligated by or as a result of the Plan or this Agreement to continue the
Optionee in the employment of, or service to, the Company, and neither the Plan
nor this Agreement shall interfere in any way with the right of the Company or
any Subsidiary to terminate the employment of, or consulting relationship with,
the Optionee at any time.
8. Notices. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business and shall be mailed or delivered to
the Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.
9. Purchase Only for Investment. To insure the Company's
compliance with the Securities Act of 1933, as amended, the Optionee agrees for
himself or herself, the Optionee's legal representative and estate, or other
persons who acquire the right to exercise this Option upon his or her death,
that Shares will be purchased in the exercise of the Option for investment
purposes only and not with a view to their distribution, as that term is used in
the Securities Act of 1933, as amended, unless in the opinion of counsel to the
Company such distribution is in compliance with or exempt from the registration
and prospectus delivery requirements of that Act.
10. Governing Law. This Agreement and the Option shall be governed
by, and construed in accordance with, the laws of the State of Delaware, applied
without regard to conflict of law principles.
11. Optionee's Acceptance of Agreement. The Option is conditioned
upon the acceptance by Optionee of the terms of this Agreement and of the Plan,
as evidenced by Optionee's execution of this Agreement and the return of an
executed copy to the Secretary of the Company no later than thirty days after
the date set forth in the following paragraph. For the convenience of the
parties and to facilitate execution, this Agreement may be executed in two or
more counterparts,
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each of which shall be deemed an original, but all of which shall constitute one
and the same document.
IN WITNESS WHEREOF, the Company hereby executes this Agreement as of
the Date of ▇▇▇▇▇.
ORIGEN FINANCIAL, INC., a Delaware
corporation
By: ____________________________________
Its: ___________________________________
The undersigned hereby acknowledges receipt of the foregoing Option and
agrees to all of the terms and conditions of the Agreement and the Plan.
_________________________________________
Signature of Optionee
_________________________________________
Name of Optionee
_________________________________________
Date
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