<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
STANDARD PACIFIC CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-0475989
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1565 West MacArthur Boulevard
Costa Mesa, California 92626
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
1997 STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
Andrew H. Parnes, Vice President - Finance,
Treasurer and Chief Financial Officer
1565 West MacArthur Boulevard
Costa Mesa, California 92626
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(714) 668-4300
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share(2) price(2) registration fee(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value, 2,000,000 $11.0625 $22,125,000 $6,704.55
including Preferred Stock
Purchase Rights
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
1. These shares are reserved for issuance pursuant to, and upon the exercise
of, options granted and to be granted pursuant to the Standard Pacific Corp.
1997 Stock Incentive Plan (the "Plan").
2. Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended, and based on
the price of Standard Pacific Corp. Common Stock reported as of August 20, 1997.
<PAGE>
Item 3. Incorporation of Documents by Reference.
The following documents of Standard Pacific Corp., a Delaware corporation
(the "Registrant"), previously filed with the Securities and Exchange Commission
(the "Commission"), are hereby incorporated by reference in this Registration
Statement:
(i) The Registrant's Reports on Form 8-K filed with the Commission on
June 11, 1997 and June 16, 1997; and
(ii) The Registrant's Annual Report on Form 10-K for fiscal year ended
December 31, 1996 and Quarterly Reports on Form 10-Q for quarters
ended March 31, 1997 and June 30, 1997; and
(iii) The description of the securities contained in the Registrant's
Registration Statement on Form 8-B, together with any amendment or
report filed with the Commission for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of the Registrant's Common Stock
will be passed upon for the Registrant by Gibson, Dunn & Crutcher LLP, Los
Angeles, California, counsel to the Registrant. Robert K. Montgomery, a Partner
of Gibson, Dunn & Crutcher LLP, and certain members of his immediate family own
in the aggregate approximately 50,000 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") makes
provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors of the Registrant under
certain circumstances from liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933. The Registrant's
Certificate of Incorporation ("Certificate") and Bylaws provide, in effect,
that, to the fullest extent and under the circumstances permitted by Section 145
of the DGCL, the Registrant will indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is a director or officer of the Registrant or
is or was serving at the request of the Registrant as a director or officer of
another corporation or enterprise. The Registrant has also entered into
indemnification agreements with its officers and directors. The
2
<PAGE>
Registrant may, in its discretion, similarly indemnify its employees and agents.
The Registrant's Certificate relieves its directors from monetary damages to the
Registrant or its stockholders for each of such director's fiduciary duty as a
director to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of
the DGCL, a corporation may relieve its directors from personal liability to
such corporation or its stockholders for monetary damages for any breach of
their fiduciary duty as directors except (i) for a breach of the duty of
loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct
or knowing violation of law, (iv) for willful or negligent violations of certain
provisions in the DGCL imposing certain requirements with respect to stock
repurchases, redemptions and dividends, or (v) for any transactions from which
the director derived an improper personal benefit. Depending upon the character
of the proceeding, under Delaware law, the Registrant may indemnify against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding, had no cause to
believe his or her conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4.1 Certificate of Incorporation of the Registrant, incorporated by
reference to Exhibit 3.1 of the Registrant's Registration Statement
on Form S-4 (file no. 33-42293).
4.2 Certificate of Correction of Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form 8-B filed with the
Commission on December 17, 1991.
4.3 Form of Certificate of Amendment to Certificate of Incorporation of
the Registrant, incorporated by reference to Exhibit 3.3 of the
Registrant's Registration Statement on Form 8-B filed with the
Commission on December 17, 1991.
4.4 Form of Certificate of Merger of the Registrant, incorporated by
reference to Exhibit 3.4 of the Registrant's Registration Statement
on Form 8-B filed with the Commission on December 17, 1991.
4.5 Bylaws of the Registrant Incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-4 (file no. 33-
42293).
</TABLE>
3
<PAGE>
<TABLE>
<C> <S>
4.6 Rights Agreement, dated as of December 31, 1991, between the
Registrant and Manufacturers Hanover Trust Company of California, as
Rights Agent, incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-4 (file no. 33-42293).
5 Opinion of Gibson, Dunn & Crutcher LLP with respect to the
Registrant's 1997 Stock Incentive Plan.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature page).
99.1 Registrant's 1997 Stock Incentive Plan.
99.2 Form of Non-Qualified Stock Option Agreement to be used in connection
with the Registrant's 1997 Stock Incentive Plan.
99.3 Form of Non-Qualified Director's Stock Option Agreement to be used in
connection with the Registrant's 1997 Stock Incentive Plan.
99.4 Form of Incentive Stock Option Agreement to be used in connection
with the Registrant's 1997 Stock Incentive Plan.
</TABLE>
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be
4
<PAGE>
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized in the City of Costa Mesa, State of California, on this 21st day of
August, 1997.
STANDARD PACIFIC CORP.
By: /s/ Arthur E. Svendsen
-------------------------------------
Arthur E. Svendsen
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Arthur
E. Svendsen and Andrew H. Parnes and each of them, as his or her true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their,
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Capacity Date
---------- -------- ----
<S> <C> <C>
/s/ Arthur E. Svendsen Chairman of the Board, Chief August 21, 1997
- ---------------------------------- Executive Officer and Director
Arthur E. Svendsen (Principal Executive Officer)
/s/ Stephen J. Scarborough President and Director August 21, 1997
- ----------------------------------
Stephen J. Scarborough
/s/ Andrew H. Parnes Vice President-Finance, August 21, 1997
- ---------------------------------- Treasurer and Chief Financial
Andrew H. Parnes Officer
(Principal Financial and
Accounting Officer)
/s/ Robert J. St. Lawrence Director August 21, 1997
- ----------------------------------
Robert J. St. Lawrence
/s/ William H. Langenberg Director August 21, 1997
- ----------------------------------
William H. Langenberg
/s/ James L. Doti Director August 21, 1997
- ----------------------------------
James L. Doti
/s/ Keith D. Koeller Director August 21, 1997
- ----------------------------------
Keith D. Koeller
/s/ Donald H. Spengler Director August 21, 1997
- ----------------------------------
Donald H. Spengler
/s/ Ronald R. Foell Director August 21, 1997
- ----------------------------------
Ronald R. Foell
</TABLE>
7
<PAGE>
INDEX TO EXHIBITS
- -----------------
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<C> <S> <C>
4.1 Certificate of Incorporation of the Registrant, incorporated by
reference to Exhibit 3.1 of the Registrant's Registration Statement
on Form S-4 (file no. 33-42293).......................................
4.2 Certificate of Correction of Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form 8-B filed with the
Commission on December 17, 1991.......................................
4.3 Form of Certificate of Amendment to Certificate of Incorporation of
the Registrant, incorporated by reference to Exhibit 3.3 of the
Registrant's Registration Statement on Form 8-B filed with the
Commission on December 17, 1991.......................................
4.4 Form of Certificate of Merger of the Registrant, incorporated by
reference to Exhibit 3.4 of the Registrant's Registration Statement
on Form 8-B filed with the Commission on December 17, 1991............
4.5 Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-4
(file no. 33-42293)...................................................
4.6 Rights Agreement, dated as of December 31, 1991, between the
Registrant and Manufacturers Hanover Trust Company of California, as
Rights Agent, incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-4 (file no. 33-42293)...
5 Opinion of Gibson, Dunn & Crutcher LLP with respect to the
Registrant's 1997 Stock Incentive Plan................................
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5)........
23.2 Consent of Arthur Andersen & Co.......................................
24 Power of Attorney (included on signature page)........................
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<C> <S> <C>
99.1 Registrant's 1997 Stock Incentive Plan................................
99.2 Form of Non-Qualified Stock Option Agreement to be used in connection
with the Registrant's 1997 Stock Incentive Plan.......................
99.3 Form of Non-Qualified Director's Stock Option Agreement to be used in
connection with the Registrant's 1997 Stock Incentive Plan............
99.4 Form of Incentive Stock Option Agreement to be used in connection
with the Registrant's 1997 Stock Incentive Plan.......................
</TABLE>
9
<PAGE>
EXHIBIT 5
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
August 21, 1997
(310) 552-8500 C 87007-01328
Standard Pacific Corporation
1565 West MacArthur Boulevard
Costa Mesa, CA 92626
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as special counsel to Standard Pacific Corp., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission relating to 2,000,000 shares (the "Shares")
of the Company's common stock, $.01 par value, including rights to purchase
Series A Junior Participating Cumulative Preferred Stock of the Company attached
thereto. The Shares have been reserved for issuance upon the exercise of
options granted and to be granted pursuant to the Company's 1997 Stock Incentive
Plan (the "Plan") and related stock option agreements.
We have examined and relied upon originals or copies of such corporate
records of the Company, communications or certifications of public officials,
certificates of officers, directors and representatives of the Company and other
documents as we have deemed relevant and necessary for the purpose of rendering
this opinion. In making such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents tendered to us as originals
and the conformity to original documents of all documents submitted to us as
copies.
<PAGE>
[LOGO OF GIBSON, DUNN & CRUTCHER LLP]
Standard Pacific Corporation
August 21, 1997
Page 2
On the basis of the foregoing examination and assumptions and in reliance
thereon, it is our opinion that, when issued in accordance with the terms of the
Plan and related stock option agreements filed as Exhibits 99.1, 99.2, 99.3 and
99.4 to the Registration Statement, the Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference made to this firm and the use of its
name under the heading "Interests of Named Experts and Counsel" in the
Registration Statement.
Sincerely,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
GDC/CAH/FEA/rc
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of Standard Pacific Corp. (the
"Company") on Form S-8 of our report dated January 27, 1997 included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996 and
our report dated January 27, 1997 (except with respect to the matter discussed
in note 12, as to which the date is June 10, 1997) with respect to the Company's
consolidated financial statements, which report was filed as an exhibit to the
Company's report on Form 8-K dated June 11, 1997.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Orange County, California
August 19, 1997
<PAGE>
EXHIBIT 99.1
STANDARD PACIFIC CORP.
1997 STOCK INCENTIVE PLAN
Section 1. Purpose of Plan
The purpose of this 1997 Stock Incentive Plan ("Plan") of Standard Pacific
Corp., a Delaware corporation (the "Company"), is to enable the Company and its
subsidiaries to attract, retain and motivate their employees and nonemployee
directors by providing for or increasing the proprietary interests of such
employees and nonemployee directors in the Company.
Section 2. Persons Eligible under Plan.
Any person who is an employee of the Company or any of its subsidiaries,
and any Director of the Company whether or not an employee of the Company (each,
a "Participant"), shall be eligible to be considered for the grant of Awards (as
hereinafter defined) hereunder.
Section 3. Awards.
(a) The Administrator (as hereinafter defined), on behalf of the Company,
is authorized under this Plan to enter into any type of arrangement with a
Participant that is not inconsistent with the provisions of this Plan and that
by its terms, involves or might involve the issuance of (i) shares of common
stock, par value $.01 per share, of the Company ("Common Shares"), (ii) an
option, warrant, convertible security, stock appreciation right or similar right
with an exercise or conversion privilege at a price related to the Common
Shares, or (iii) any other security or benefit with a value derived from the
value of the Common Shares. The entering into of any such arrangement is
referred to herein as the "grant" of an "Award." The Administrator may
authorize an officer or officers to execute any or all agreements memorializing
any grant of an Award by the Administrator under this Plan.
(b) Awards are not restricted to any specified form or structure and may
include, without limitation, sales or bonuses of stock, restricted stock, stock
options, reload stock options, stock purchase warrants, other rights to acquire
stock, securities convertible into or redeemable for stock, stock appreciation
rights, limited stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares, and an Award may consist of one such
security or benefit, or two or more of them in tandem or in the alternative.
(c) Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Administrator, including, without limitation,
services rendered by the recipient of such Award.
(d) Subject to the provisions of this Plan, the Administrator, in its sole
and absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may include, among
other things:
(i) a provision permitting the recipient of such Award, including any
recipient who is a director or officer of the Company, to pay the purchase
price of the Common Shares or other property issuable pursuant to such
Award, or such recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the following:
(A) the delivery of previously owned shares of capital stock of
the Company (including "pyramiding") or other property,
<PAGE>
(B) a reduction in the amount of Common Shares or other property
otherwise issuable pursuant to such Award, or
(C) the delivery of a promissory note, the terms and conditions
of which shall be determined by the Committee;
(ii) a provision accelerating the receipt of benefits pursuant to such
Award upon the occurrence of specified events, including, without
limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of substantially all of the property and
assets of the Company or an event of the type described in Section 7
hereof; or
(iii) a provision required in order for such Award to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code (an
"Incentive Stock Option").
Section 4. Stock Subject to Plan.
(a) The maximum number of Common Shares that may be issued pursuant to
Incentive Stock Options granted under this Plan is two million (2,000,000),
subject to adjustment as provided in Section 7 hereof.
(b) The aggregate number of Common Shares subject to Awards granted during
any calendar year to any one Participant (including the number of shares
involved in Awards having a value derived from the value of Common Shares) shall
not exceed 400,000; provided, however, that the limitations set forth in this
Section 4(b) shall not apply if such provision is not required in order for
Awards to qualify as "Performance Based Compensation" under Section 162(m) of
the Internal Revenue Code. Further such aggregate number of shares shall be
subject to adjustment under Section 7 hereof only to the extent permitted by
Section 162(m) of the Internal Revenue Code.
(c) The maximum number of Common Shares that may be issued pursuant to all
Awards (including Incentive Stock Options) granted under this Plan, other than
Common Shares that are issued pursuant to Awards and subsequently reacquired by
the Company pursuant to the terms and conditions of such Awards, is two million
(2,000,000), subject to adjustment as provided in Section 7 hereof (such maximum
number, as so adjusted, shall be referred to herein as the "Share Limitation").
(d) No Award may be granted under this Plan unless, on the date of grant,
the sum of (i) the maximum number of Common Shares issuable at any time pursuant
to such Award, plus (ii) the number of Common Shares that have previously been
issued pursuant to Awards granted under this Plan, other than Common Shares that
have been issued pursuant to Awards and subsequently reacquired by the Company
pursuant to the terms and conditions of such Awards, plus (iii) the maximum
number of Common Shares that may be issued at any time after such date of grant
pursuant to Awards that are outstanding on such date, does not exceed the Share
Limitation.
Section 5. Duration of Plan.
No awards shall be granted under this Plan after March 6, 2007. Although
Common Shares may be issued after March 6, 2007 pursuant to Awards granted prior
to such date, no Common Shares shall be issued under this Plan after March 6,
2017.
Section 6. Administration of Plan.
(a) This Plan shall be administered, at the election of the Board of
Directors of the Company (the "Board"), by either (i) the Board or (ii) a
committee (the "Committee") of the Board consisting of two or more directors,
each of whom: (A) is a "Non-Employee Director" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as such Rule may be amended from time
2
<PAGE>
to time, and (B) is an "outside director" within the meaning of Section 162(m)
of the Internal Revenue Code, as such code provision is amended from time to
time. The Board or, if the Board authorizes the Committee to act as the
administrator of the Plan hereunder, the Committee, is sometimes referred to
herein as the "Administrator."
(b) Subject to the provisions of this Plan, the Administrator shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to this
Plan;
(ii) determine which persons meet the requirements of Section 2 hereof
for eligibility under this Plan and to which of such eligible persons, if
any, Awards shall be granted hereunder;
(iii) grant Awards to eligible persons and determine the terms and
conditions thereof, including the number of Common Shares issuable pursuant
thereto;
(iv) determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof; and
(v) interpret and construe this Plan and the terms and conditions of
any Award granted hereunder.
Section 7. Adjustments.
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Administrator shall make appropriate and proportionate adjustments in (a) the
number and type of shares or other securities or cash or other property that may
be acquired pursuant to Incentive Stock Options and other Awards theretofore
granted under this Plan and (b) the maximum number and type of shares or other
securities that may be issued pursuant to Incentive Stock Options and other
Awards thereafter granted under this Plan.
Section 8. Amendment and Termination of Plan.
The Board may amend or terminate this Plan at any time and in any manner;
provided, however, that no such amendment or termination shall deprive the
recipient of any Award theretofore granted under this Plan, without the consent
of such recipient, of any of his or her rights thereunder or with respect
thereto.
Section 9. Effective Date of Plan.
This Plan shall be effective as of March 6, 1997, the date upon which it
was approved by the Board; provided, however, that no Common Shares may be
issued under this Plan until it has been approved, directly or indirectly, by
the affirmative votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote at a meeting duly held in
accordance with the laws of the State of Delaware.
3
<PAGE>
EXHIBIT 99.2
STANDARD PACIFIC CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
1997 STOCK INCENTIVE PLAN
This Non-Qualified Stock Option Agreement ("Agreement") is made and
entered into as of the Date of Grant indicated below by and between Standard
Pacific Corp., a Delaware corporation (the "Company"), and the person named
below as Optionee.
WHEREAS, Optionee is an employee of the Company and/or one or more of
its subsidiaries, or a director of the Company; and
WHEREAS, pursuant to the Company's 1997 Stock Incentive Plan (the
"1997 Plan"), the Administrator (the "Administrator") of the 1997 Plan,
consisting at the election of the Board of Directors of the Company (the "Board
of Directors"), of either the full Board of Directors or a committee of the
Board of Directors, has approved the grant to Optionee of a non-qualified option
to purchase shares of the Common Stock, par value $.01 per share, of the Company
(the "Common Stock"), on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties agree as follows:
1. Grant of Option: Certain Terms and Conditions. The Company grants
---------------------------------------------
to Optionee, and Optionee accepts, as of the Date of Grant indicated below, an
option (the "Option") to purchase the number of shares of Common Stock indicated
below (the "Option Shares") at the Exercise Price per share indicated below,
which Exercise Price shall not be less than the Fair Market Value (as defined
below) of the Option Shares on the Date of Grant. The option shall expire at
5:00 p.m., Costa Mesa, California time, on the Expiration Date indicated below
and shall be subject to all of the terms and conditions set forth in this
Agreement. The Option is not intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code.
Optionee:_________________________________________
Date of Grant: _____________
Number of shares purchasable: _____________
Exercise Price per share: $____________
Expiration Date: _____________
Vesting Rate: ____ % on _____________
____ % on _____________
____ % on _____________
____ % on _____________
____ % on _____________
<PAGE>
2. Acceleration and Termination of Option.
--------------------------------------
(a) Termination of Employment.
--------------------------
(i) Death or Permanent Disability. In the event that Optionee
-----------------------------
shall cease to be an employee, or in the case of a nonemployee director cease to
serve as a director, of the Company or any of its Subsidiaries (such event shall
be referred to herein as the "Termination" of Optionee's "Employment") by reason
of the death or Permanent Disability (as hereinafter defined) of Optionee, then
(A) the portion of the Option that has not vested on or prior to the date of
such death or Permanent Disability shall terminate on such date and (B) the
remaining vested portion of the Option shall be exercisable by Optionee or, in
the event of death, the person or persons to whom Optionee's rights under the
option shall have passed by will or by the applicable laws of descent or
distribution, and shall terminate on the first anniversary of the date of such
Termination of Employment. "Permanent Disability" shall mean the inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months. The Optionee shall not be deemed to have a
Permanent Disability until proof of the existence thereof shall have been
furnished to the Administrator in such form and manner, and at such times, as
the Administrator may require. Any determination by the Administrator that
Optionee does or does not have a Permanent Disability shall be final and binding
upon the Company and Optionee.
(ii) Termination for Cause. If Optionee's Employment is
---------------------
Terminated for cause, then (A) the portion of the Option that has not vested on
or prior to the date of such Termination of Employment shall terminate on such
date and (B) the remaining vested portion of the Option shall terminate one (1)
month from the date of such Termination of Employment.
(iii) Other Termination. If Optionee's Employment is Terminated
-----------------
for any reason other than those enumerated in (i) and (ii) of this Section 2(a),
then (A) the portion of the Option that has not vested on or prior to the date
of such Termination of Employment shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate three (3) months from the
date of such Termination of Employment.
(b) Death Following Termination of Employment. Notwithstanding
-----------------------------------------
anything to the contrary in this Agreement, if Optionee shall die at any time
after the Termination of his or her Employment and prior to the Expiration Date,
then the remaining vested but unexercised portion of the Option shall terminate
on the earlier of the Expiration Date or the first anniversary of the date of
such death.
(c) Acceleration of Option Upon a Change of Control. The
-----------------------------------------------
Administrator, in its sole discretion, may accelerate the exerciseability of the
Option at any time and for any reason. In addition, the Option shall fully vest
with respect to all Option Shares immediately prior to a Change of Control (as
hereinafter defined), provided that no such vesting shall occur (i) in the case
of a Change of Control of the type described in (B) or (C) below, if a two-
thirds majority of the members of the Company's Board of Directors affirmatively
recommends such Change of
2
<PAGE>
Control to the Company's stockholders prior to its occurrence, or (ii) in the
case of a Change of Control of the type described in (A) or (E) below, if a two-
thirds majority of the Company's Board of Directors approves such Change of
Control prior to its occurrence. A "Change of Control" shall mean the first to
occur of the following events:
(A) any date upon which the directors of the Company who were
nominated by the Board of Directors for election as directors cease to
constitute a majority of the directors of the Company;
(B) a reorganization, merger or consolidation of the Company the
consummation of which results in the outstanding securities of any class then
subject to the Option being exchanged for or converted into cash, property
and/or securities not issued by the Company;
(C) the acquisition of substantially all of the property and
assets of the Company by any person or entity;
(D) the dissolution or liquidation of the Company; or
(E) the date of the first public announcement that any person or
entity, together with all Affiliates and Associates (as such capitalized terms
are defined in Rule 12b-2 promulgated under the Exchange Act of 1934, as amended
(the "Act")) of such person or entity, shall have become the Beneficial Owner
(as defined in Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company representing 25% or more of the voting power of the
Company; provided, however, that the terms "person" and "entity," as used in
this subsection (E), shall not include (x) the Company or any of its
subsidiaries, (y) any employee benefit plan of the Company or any of its
subsidiaries or any entity holding voting securities of the Company for or
pursuant to the terms of any such plan, or (z) Arthur E. Svendsen or any
currently existing or subsequently established trust of which Mr. Svendsen is
the settlor, any trustee of such trust (in such capacity), or any beneficiary of
any such trust (in such capacity and/or as the recipient of securities of the
Company distributed by such trust).
(d) Other Events Causing Termination of Option. Notwithstanding
------------------------------------------
anything to the contrary in this Agreement, the Option shall terminate on the
thirtieth day following the date of the consummation of either of the following
events, or upon such later date as shall be determined by the Administrator:
(i) the dissolution or liquidation of the Company; or
(ii) the acquisition of substantially all of the property and
assets of the Company by any person or entity, unless the terms of such
acquisition shall provide otherwise.
3. Adjustments. In the event that the outstanding securities of the
-----------
class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property and/or a different number or kind of securities,
or cash, property and/or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular, quarterly cash
3
<PAGE>
dividend) or other distribution, stock split, reverse stock split or the like,
or in the event that substantially all of the property and assets of the Company
are sold, then, the Administrator shall make appropriate and proportionate
adjustments in the number and type of shares or other securities or cash or
other property that may thereafter be acquired upon the exercise of the Option;
provided, however, that any such adjustments in the Option shall be made without
changing the aggregate Exercise Price of the then unexercised portion of the
Option.
4. Exercise. The Option shall be exercisable during Optionee's
--------
lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 6 hereof, which
notice shall specify the number of option Shares to be purchased (the "Purchased
Shares") and the aggregate Exercise Price for such shares (the "Exercise
Notice"), together with payment in full of such aggregate Exercise Price in cash
or by a cashier's or certified bank check payable to the Company; provided,
however, that payment of such aggregate Exercise Price may instead be made, in
whole or in part:
(a) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed or accompanied
by a duly executed stock powers, which delivery effectively transfers to the
Company good and valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be valued on the
basis of the aggregate Fair Market Value (as defined below) thereof on the date
of such exercise), provided that the Company is not then prohibited from
purchasing or acquiring such shares of Common Stock; and/or
(b) by reducing the number of shares of Common Stock to be issued
and delivered to Optionee upon such exercise (such reduction to be valued on the
basis of the aggregate Fair Market Value (determined on the date of such
exercise) of the additional shares of Common Stock that would otherwise have
been issued and delivered upon such exercise), provided that (i) Optionee shall
have obtained the prior written approval of the Administrator to pay the
Exercise Price pursuant to the method set forth in this subsection (b), which
approval may be withheld or ganted at the Administrator's sole descretion, and
(ii) the Company is not then prohibited from purchasing or acquiring such
additional shares of Common Stock.
The "Fair Market Value" of a share of Common Stock or other security
on any day shall be equal to the last sale price, regular way, per share or unit
of such other security on such day or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares of Common Stock or such other security are not listed
or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
Common Stock or such other security are listed or admitted to trading or, if the
shares of Common Stock or such other securities are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low
4
<PAGE>
asked prices in the over-the-counter market as reported by the National
Association of Securities Dealers, Inc. automated quotations system or such
other system then in use or, if on any such date the shares of Common Stock or
such other security are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in shares of Common Stock or such other security selected by the Board
of Directors.
5. Payment of Withholding Taxes. If the Company is obligated to
----------------------------
withhold an amount on account of any federal, state or local tax imposed as a
result of the exercise of the Option, including, without limitation, any
federal, state or other income tax, or any F.I.C.A., state disability insurance
tax or other employment tax, then Optionee shall, concurrently with such
exercise, pay such amount to the Company in cash or by cashier's or certified
bank check payable to the Company.
6. Notices. Any notice given to the Company shall be addressed to
-------
the Company at 1565 West MacArthur Boulevard, Costa Mesa, California 92626,
Attention: Secretary, or at such other address as the Company may hereinafter
designate in writing to Optionee. Any notice given to Optionee shall be sent to
the address set forth below Optionee's signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when delivered personally or five days after
mailing by prepaid certified or registered mail return receipt requested.
7. Stock Exchange Requirements: Applicable Laws. Notwithstanding
--------------------------------------------
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
8. Restrictions on Transferability.
-------------------------------
(a) Neither the Option nor any interest therein may be sold,
assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in
any manner other than by will or the laws of descent and distribution.
(b) By accepting the Option, the Optionee for himself or herself
and his or her transferees by will or the laws of descent and distribution,
represent and agree that all shares of Common Stock purchased upon exercise of
the Option will be, acquired and held in accordance with the restrictions of the
Securities Act of 1933, as amended, and shall not be further transferred except
as permitted by that act and the Rules and Regulations of the Securities and
Exchange Commission thereunder, that the Company may instruct its transfer agent
to restrict further transfer of said shares in its records except upon receipt
of satisfactory evidence that such restrictions have been satisfied, that upon
each exercise of any portion of the Option, the certificates evidencing the
purchased shares shall bear an appropriate legend on the face thereof
5
<PAGE>
evidencing such restrictions, and that the person entitled to exercise the same
shall furnish evidence satisfactory to the Company (including a written and
signed representation) to the effect that the shares are being acquired subject
to such restrictions.
9. 1997 Plan. The Option is granted pursuant to the 1997 Plan, as in
---------
effect on the Date of Grant, and is subject to all the terms and conditions of
the 1997 Plan, as the same may be amended from time to time; provided, however,
that no such amendment shall deprive Optionee, without his or her consent, of
the Option or of any of Optionee's rights under this Agreement. The
interpretation and construction by the Administrator of the 1997 Plan, this
Agreement, the Option and such rules and regulations as may be adopted by the
Administrator for the purpose of administering the 1997 Plan shall be final and
binding upon Optionee. Until the option shall expire, terminate or be exercised
in full, the Company shall, upon written request, send a copy of the 1997 Plan,
in its then-current form, to Optionee or any other person or entity then
entitled to exercise the Option.
10. Stockholder Rights. No person or entity shall be entitled to
------------------
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
11. Employment Rights. No provision of this Agreement or of the
-----------------
Option granted hereunder shall (a) confer upon Optionee any right to continue in
the employ of the Company or any of its subsidiaries, (b) affect the right of
the Company and each of its subsidiaries to terminate the employment of
Optionee, with or without cause, or (c) confer upon Optionee any right to
participate in any employee welfare or benefit plan or other program of the
Company or any of its subsidiaries other than the 1997 Plan. The Optionee
hereby acknowledges and agrees that the Company and each of its subsidiaries may
terminate the employment of Optionee at any time and for any reason, or for no
reason, unless Optionee and the Company or such subsidiary are parties to a
written employment agreement that expressly provides otherwise.
12. Governing Law. This Agreement and the Option granted hereunder
-------------
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware.
6
<PAGE>
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
STANDARD PACIFIC CORP. OPTIONEE
By:____________________________ _________________________________
Name: Signature
Title: _________________________________
Street Address
_________________________________
City, State and Zip Code
_________________________________
Social Security Number
7
<PAGE>
EXHIBIT 99.3
STANDARD PACIFIC CORP.
NON-QUALIFIED DIRECTOR'S STOCK OPTION AGREEMENT
PURSUANT TO THE
1997 STOCK INCENTIVE PLAN
This Non-Qualified Director's Stock Option Agreement ("Agreement") is
made and entered into as of the Date of Grant indicated below by and between
Standard Pacific Corp., a Delaware corporation (the "Company"), and the person
named below as Optionee.
WHEREAS, Optionee is a Director of the Company; and
WHEREAS, pursuant to the Company's 1997 Stock Incentive Plan (the
"1997 Plan"), the Administrator (the "Administrator") of the 1997 Plan,
consisting at the election of the Board of Directors of the Company (the "Board
of Directors"), of either the full Board of Directors or a committee of the
Board of Directors, has approved the grant to Optionee of a non-qualified option
to purchase shares of the Common Stock, par value $.01 per share, of the Company
(the "Common Stock"), on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties agree as follows:
1. Grant of Option: Certain Terms and Conditions. The Company grants
---------------------------------------------
to Optionee, and Optionee accepts, as of the Date of Grant indicated below, an
option (the "Option") to purchase the number of shares of Common Stock indicated
below (the "Option Shares") at the Exercise Price per share indicated below,
which Exercise Price shall not be less than the Fair Market Value (as defined
below) of the Option Shares on the Date of Grant. The option shall expire at
5:00 p.m., Costa Mesa, California time, on the Expiration Date indicated below
and shall be subject to all of the terms and conditions set forth in this
Agreement. The Option is not intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code.
Optionee:_____________________________________________________________
Date of Grant: _____________________________________
Number of shares purchasable: _____________________________________
Exercise Price per share: $____________________________________
[Fair Market Value on Date of Grant]
Expiration Date: _____________________________________
[Ten Years after Date of Grant]
Vesting Rate: 100% on _____________________________________
[One Year after Date of Grant]
<PAGE>
2. Termination of Option.
---------------------
(a) Ceasing to be a Director. If Optionee ceases to be a Director
------------------------
of the Company for any reason, including resignation, removal or expiration of
term, the unvested portion of the Option shall immediately terminate and the
vested portion of the Option shall terminate one (1) year from the date that
Optionee ceases to be a Director.
(b) Death After Ceasing to be a Director. Notwithstanding
------------------------------------
anything to the contrary in this Agreement, if Optionee shall die at any time
after ceasing to be a Director of the Company and prior to the Expiration Date,
then the unexercised portion of the Option shall terminate on the earlier of the
Expiration Date or the first anniversary of the date that Optionee ceases to be
a Director of the Company.
(c) Acceleration of Option Upon a Change of Control. The
-----------------------------------------------
Administrator, in its sole discretion, may accelerate the exerciseability of the
Option at any time and for any reason. In addition, the Option shall fully vest
with respect to all Option Shares immediately prior to a Change of Control (as
hereinafter defined), provided that no such vesting shall occur (i) in the case
of a Change of Control of the type described in (B) or (C) below, if a two-
thirds majority of the members of the Company's Board of Directors affirmatively
recommends such Change of Control to the Company's stockholders prior to its
occurrence, or (ii) in the case of a Change of Control of the type described in
(A) or (E) below, if a two-thirds majority of the Company's Board of Directors
approves such Change of Control prior to its occurrence. A "Change of Control"
shall mean the first to occur of the following events:
(A) any date upon which the directors of the Company who were
nominated by the Board of Directors for election as directors cease to
constitute a majority of the directors of the Company;
(B) a reorganization, merger or consolidation of the Company
the consummation of which results in the outstanding securities of any class
then subject to the Option being exchanged for or converted into cash, property
and/or securities not issued by the Company;
(C) the acquisition of substantially all of the property and
assets of the Company by any person or entity;
(D) the dissolution or liquidation of the Company; or
(E) the date of the first public announcement that any person
or entity, together with all Affiliates and Associates (as such capitalized
terms are defined in Rule 12b-2 promulgated under the Exchange Act of 1934, as
amended (the "Act")) of such person or entity, shall have become the Beneficial
Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company representing 25% or more of the voting power of the
Company; provided, however, that the terms "person" and "entity," as used in
this subsection (E), shall not include (x) the Company or any of its
subsidiaries, (y) any employee benefit plan of the Company or any of its
subsidiaries or any entity holding voting securities of the
2
<PAGE>
Company for or pursuant to the terms of any such plan, or (z) Arthur E. Svendsen
or any currently existing or subsequently established trust of which Mr.
Svendsen is the settlor, any trustee of such trust (in such capacity), or any
beneficiary of any such trust (in such capacity and/or as the recipient of
securities of the Company distributed by such trust).
(d) Other Events Causing Termination of Option. Notwithstanding
------------------------------------------
anything to the contrary in this Agreement, the Option shall terminate on the
thirtieth day following the date of the consummation of either of the following
events, or upon such later date as shall be determined by the Administrator:
(i) the dissolution or liquidation of the Company; or
(ii) the acquisition of substantially all of the property and
assets of the Company by any person or entity, unless the terms of such
acquisition shall provide otherwise.
3. Adjustments. In the event that the outstanding securities of the
-----------
class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property and/or a different number or kind of securities,
or cash, property and/or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, or in the event that substantially all of the property
and assets of the Company are sold, then, the Administrator shall make
appropriate and proportionate adjustments in the number and type of shares or
other securities or cash or other property that may thereafter be acquired upon
the exercise of the Option; provided, however, that any such adjustments in the
Option shall be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option.
4. Exercise. The Option shall be exercisable during Optionee's
--------
lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 6 hereof, which
notice shall specify the number of option Shares to be purchased (the "Purchased
Shares") and the aggregate Exercise Price for such shares (the "Exercise
Notice"), together with payment in full of such aggregate Exercise Price in cash
or by a cashier's or certified bank check payable to the Company; provided,
however, that payment of such aggregate Exercise Price may instead be made, in
whole or in part:
(a) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed or accompanied
by a duly executed stock powers, which delivery effectively transfers to the
Company good and valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be valued on the
basis of the aggregate Fair Market Value (as defined below) thereof on the date
of such exercise), provided that the Company is not then prohibited from
purchasing or acquiring such shares of Common Stock; and/or
3
<PAGE>
(b) by reducing the number of shares of Common Stock to be issued
and delivered to Optionee upon such exercise (such reduction to be valued on the
basis of the aggregate Fair Market Value (determined on the date of such
exercise) of the additional shares of Common Stock that would otherwise have
been issued and delivered upon such exercise), provided that (i) Optionee shall
have obtained the prior written approval of the Administrator to pay the
Exercise Price pursuant to the method set forth in this subsection (b), which
approval may be withheld or granted at the Administrator's sole discretion, and
(ii) the Company is not then prohibited from purchasing or acquiring such
additional shares of Common Stock.
The "Fair Market Value" of a share of Common Stock or other security
on any day shall be equal to the last sale price, regular way, per share or unit
of such other security on such day or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares of Common Stock or such other security are not listed
or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
Common Stock or such other security are listed or admitted to trading or, if the
shares of Common Stock or such other securities are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market as reported by the National Association of Securities Dealers, Inc.
automated quotations system or such other system then in use or, if on any such
date the shares of Common Stock or such other security are not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in shares of Common Stock or such
other security selected by the Board of Directors.
5. Payment of Withholding Taxes. If the Company is obligated to
----------------------------
withhold an amount on account of any federal, state or local tax imposed as a
result of the exercise of the Option, including, without limitation, any
federal, state or other income tax, or any F.I.C.A., state disability insurance
tax or other employment tax, then Optionee shall, concurrently with such
exercise, pay such amount to the Company in cash or by cashier's or certified
bank check payable to the Company.
6. Notices. Any notice given to the Company shall be addressed to
-------
the Company at 1565 West MacArthur Boulevard, Costa Mesa, California 92626,
Attention: Secretary, or at such other address as the Company may hereinafter
designate in writing to Optionee. Any notice given to Optionee shall be sent to
the address set forth below Optionee's signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when delivered personally or five days after
mailing by prepaid certified or registered mail return receipt requested.
7. Stock Exchange Requirements: Applicable Laws. Notwithstanding
--------------------------------------------
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
4
<PAGE>
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
8. Restrictions on Transferability.
-------------------------------
(a) Neither the Option nor any interest therein may be sold,
assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in
any manner other than by will or the laws of descent and distribution.
(b) By accepting the Option, the Optionee for himself or herself
and his or her transferees by will or the laws of descent and distribution,
represent and agree that all shares of Common Stock purchased upon exercise of
the Option will be, acquired and held in accordance with the restrictions of the
Securities Act of 1933, as amended, and shall not be further transferred except
as permitted by that act and the Rules and Regulations of the Securities and
Exchange Commission thereunder, that the Company may instruct its transfer agent
to restrict further transfer of said shares in its records except upon receipt
of satisfactory evidence that such restrictions have been satisfied, that upon
each exercise of any portion of the Option, the certificates evidencing the
purchased shares shall bear an appropriate legend on the face thereof evidencing
such restrictions, and that the person entitled to exercise the same shall
furnish evidence satisfactory to the Company (including a written and signed
representation) to the effect that the shares are being acquired subject to such
restrictions.
9. 1997 Plan. The Option is granted pursuant to the 1997 Plan, as in
---------
effect on the Date of Grant, and is subject to all the terms and conditions of
the 1997 Plan, as the same may be amended from time to time; provided, however,
that no such amendment shall deprive Optionee, without his or her consent, of
the Option or of any of Optionee's rights under this Agreement. The
interpretation and construction by the Administrator of the 1997 Plan, this
Agreement, the Option and such rules and regulations as may be adopted by the
Administrator for the purpose of administering the 1997 Plan shall be final and
binding upon Optionee. Until the option shall expire, terminate or be exercised
in full, the Company shall, upon written request, send a copy of the 1997 Plan,
in its then-current form, to Optionee or any other person or entity then
entitled to exercise the Option.
10. Stockholder Rights. No person or entity shall be entitled to
------------------
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
11. Employment Rights. No provision of this Agreement or of the
-----------------
Option granted hereunder shall (a) confer upon Optionee any right to continue as
a director of the Company or any of its subsidiaries, (b) affect the right of
the Company to request that the Optionee resign from the position of director,
with or without cause, or (c) confer upon Optionee any right to participate in
any other program of the Company or any of its subsidiaries other than the 1997
Plan. The Optionee hereby acknowledges and agrees that the Company may
5
<PAGE>
request that the Optionee resign at any time and for any reason, or for no
reason, unless Optionee and the Company are parties to a written agreement that
expressly provides otherwise.
12. Governing Law. This Agreement and the Option granted hereunder
-------------
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
STANDARD PACIFIC CORP. OPTIONEE
By:_______________________________ ___________________________________
Name: Signature
Title: ___________________________________
Street Address
___________________________________
City, State and Zip Code
___________________________________
Social Security Number
6
<PAGE>
EXHIBIT 99.4
STANDARD PACIFIC CORP.
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
1997 STOCK INCENTIVE PLAN
This Incentive Stock Option Agreement ("Agreement") is made and entered
into as of the Date of Grant indicated below by and between Standard Pacific
Corp., a Delaware corporation (the "Company"), and the person named below as
Optionee.
WHEREAS, Optionee is an employee of the Company and/or one or more of its
subsidiaries; and
WHEREAS, pursuant to the Company's 1997 Stock Incentive Plan (the "1997
Plan") the Administrator (the "Administrator"), consisting at the election of
the Board of Directors of the Company (the "Board of Directors"), of either the
full Board of Directors or a committee of the Board of Directors, has approved
the grant to Optionee of an option to purchase shares of the Common Stock, par
value $.01 per share, of the Company (the "Common Stock"), on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties agree as follows:
1. Grant of Option; Certain Terms and Conditions. The Company grants to
---------------------------------------------
Optionee, and Optionee accepts, as of the Date of Grant indicated below, an
option (the "Option") to purchase the number of shares of Common Stock indicated
below (the "Option Shares") at the Exercise Price per share indicated below,
which Exercise Price shall not be less than the Fair Market Value (as defined
below) of the Option Shares on the Date of Grant. The Option shall expire at
5:00 p.m., Costa Mesa, California time, on the Expiration Date indicted below
and shall be subject to all of the terms and conditions set forth in this
Agreement.
Optionee:_________________________________________________________
Date of Grant: ___________________
Number of shares purchasable: ___________________
Exercise Price per share: $__________________
Expiration Date: ___________________
Vesting Rate: _____% on ___________________
_____% on ___________________
_____% on ___________________
_____% on ___________________
_____% on ___________________
<PAGE>
2. Incentive Stock Option; Internal Revenue Code Requirements. The Option
----------------------------------------------------------
is intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code (the "Code"), as a result of which (a) the Expiration Date
shall not be more than 10 years after the Date of Grant, provided that if, on
the Date of Grant, Optionee owns (after application of the family and other
attribution rules of Section 425(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or its subsidiaries
(a "More-Than-10% Owner"), the Expiration Date shall not be more than 5 years
from the Date of Grant, (b) the Exercise Price per share shall not be less than
the Fair Market Value (as defined below) per share on the Date of Grant,
provided that if, on the Date of Grant, Optionee is a More-Than-10% Owner, then
the Exercise Price per share shall not be less than 110% of the Fair Market
Value per share on the Date of Grant, and (c) if the aggregate Fair Market Value
(determined as of the Date of Grant) of the shares of Common Stock with respect
to which the Option is exercisable for the first time by Optionee during any
calendar year (under the 1991 Employee Stock Incentive Plan, the 1997 Plan and
all other stock option plans of the Company and its subsidiaries) exceeds
$100,000, then such excess shares shall be treated as shares issued pursuant to
an Option that is not an incentive stock option described in Section 422 of the
Code, in accordance with Section 422(d) of the Code. The "Fair Market Value" of
a share of Common Stock or other security on any day shall be equal to the last
sale price, regular way, per share or unit of such other security on such day
or, in case no such sale takes place on such day, the average of the closing bid
and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the shares of Common
Stock or such other security are not listed or admitted to trading on the New
York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the shares of Common Stock or such other security
are listed or admitted to trading or, if the shares of Common Stock or such
other securities are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market as reported by
the National Association of Securities Dealers, Inc. automated quotations system
or such other system then in use or, if on any such date the shares of Common
Stock or such other security are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in shares of Common Stock or such other security
selected by the Board of Directors.
3. Acceleration and Termination of Option.
--------------------------------------
(a) Termination of Employment.
--------------------------
(i) Death or Permanent Disability. In the event that Optionee shall
-----------------------------
cease to be an employee of the Company or any of its subsidiaries (such event
shall be referred to herein as the "Termination" of Optionee's "Employment") by
reason of the death or Permanent Disability (as hereinafter defined) of
Optionee, then (A) the portion of the Option that has not vested on or prior to
the date of such death or Permanent Disability shall terminate on such date and
(B) the remaining vested portion of the Option shall be exercisable by Optionee
or, in the event of death,
2
<PAGE>
the person or persons to whom Optionee's rights under the option shall have
passed by will or by the applicable laws of descent or distribution, and shall
terminate on the first anniversary of the date of such Termination of
Employment. "Permanent Disability" shall mean the inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months. The Optionee shall not be deemed to have a Permanent Disability until
proof of the existence thereof shall have been furnished to the Administrator in
such form and manner, and at such times, as the Administrator may require. Any
determination by the Administrator that Optionee does or does not have a
Permanent Disability shall be final and binding upon the Company and Optionee.
(ii) Termination for Cause. If Optionee's Employment is Terminated
---------------------
for cause, then (A) the portion of the Option that has not vested on or prior to
the date of such Termination of Employment shall terminate on such date and (B)
the remaining vested portion of the Option shall terminate one (1) month from
the date of such Termination of Employment.
(iii) Other Termination. If Optionee's Employment is Terminated
-----------------
for any reason other than those enumerated in (i) and (ii) of this Section 3(a),
then (A) the portion of the Option that has not vested on or prior to the date
of such Termination of Employment shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate three (3) months from the
date of such Termination of Employment.
(b) Death Following Termination of Employment. Notwithstanding anything to
-----------------------------------------
the contrary in this Agreement, if Optionee shall die at any time after the
Termination of his or her Employment and prior to the Expiration Date, then the
remaining vested but unexercised portion of the Option shall terminate on the
earlier of the Expiration Date or the first anniversary of the date of such
death.
(c) Acceleration of Option Upon a Change of Control. The Administrator, in
-----------------------------------------------
its sole discretion, may accelerate the exerciseability of the Option at any
time and for any reason. In addition, the option shall fully vest with respect
to all Option Shares immediately prior to a Change of Control (as hereinafter
defined), provided that no such vesting shall occur (i) in the case of a Change
of Control of the type described in (B) or (C) below, if a two-thirds majority
of the members of the Company's Board of Directors affirmatively recommends such
Change of Control to the Company's stockholders prior to its occurrence, or (ii)
in the case of a Change of Control of the type described in (A) or (E) below, if
a two-thirds majority of the Company's Board of Directors approves such Change
of Control prior to its occurrence. A "Change of Control" shall mean the first
to occur of the following events:
(A) any date upon which the directors of the Company who were
nominated by the Board of Directors for election as directors cease to
constitute a majority of the directors of the Company;
(B) a reorganization, merger or consolidation of the Company the
consummation of which results in the outstanding securities of any class then
subject to the
3
<PAGE>
Option being exchanged for or converted into cash, property and/or securities
not issued by the Company;
(C) the acquisition of substantially all of the property and assets of
the Company by any person or entity;
(D) the dissolution or liquidation of the Company; or
(E) the date of the first public announcement that any person or
entity, together with all Affiliates and Associates (as such capitalized terms
are defined in Rule 12b-2 promulgated under the Exchange Act of 1934, as amended
(the "Exchange Act") of such person or entity, shall have become the Beneficial
Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company representing 25% or more of the voting power of the
Company; provided, however, that the terms "person" and "entity," as used in
this subsection (E), shall not include (x) the Company or any of its
subsidiaries, (y) any employee benefit plan of the Company or any of its
subsidiaries or any entity holding voting securities of the Company for or
pursuant to the terms of any such plan, or (z) Arthur E. Svendsen or any
currently existing or subsequently established trust of which Mr. Svendsen is
the settlor, any trustee of such trust (in such capacity), or any beneficiary of
any such trust (in such capacity and/or as the recipient of securities of the
Company distributed by such trust).
(d) Other Events Causing Termination of Option. Notwithstanding anything
------------------------------------------
to the contrary in this Agreement, the Option shall terminate on the thirtieth
day following the date of the consummation of either of the following events, or
upon such later date as shall be determined by the Administrator:
(i) the dissolution of liquidation of the Company; or
(ii) the acquisition of substantially all of the property and assets
of the Company by any person or entity, unless the terms of such acquisition
shall provide otherwise.
4. Adjustments. In the event that the outstanding securities of the class
-----------
then subject to the Option are increased, decreased or exchanged for or
converted into cash, property and/or a different number or kind of securities,
or cash, property and/or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, or in the event that substantially all of the property
and assets of the Company are sold, then, the Administrator shall make
appropriate and proportionate adjustments in the number and type of shares or
other securities or cash or other property that may thereafter be acquired upon
the exercise of the Option; provided, however, that any such adjustments in the
Option shall be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option.
5. Exercise. The Option shall be exercisable during Optionee's lifetime
--------
only by Optionee or by his or her guardian or legal representative, and after
Optionee's death only by the person or entity entitled to do so under Optionee's
last will and testament or applicable intestate
4
<PAGE>
law. The Option may only be exercised by the delivery to the Company of a
written notice of such exercise pursuant to the notice procedures set forth in
Section 7 hereof, which notice shall specify the number of Option Shares to be
purchased (the "Purchased Shares") and the aggregate Exercise Price for such
shares (the "Exercise Notice"), together with payment in full of such aggregate
Exercise Price in cash or by a cashier's or certified bank check payable to the
Company; provided, however, that payment of such aggregate Exercise Price may
instead be made, in whole or in part:
(a) by the delivery to the Company of a certificate or certificates
representing shares of Common Stock, duly endorsed or accompanied by a duly
executed stock powers, which delivery effectively transfers to the Company good
and valid title to such shares, free and clear of any pledge, commitment, lien,
claim or other encumbrance (such shares to be valued on the basis of the
aggregate Fair Market Value thereof on the date of such exercise), provided that
the Company is not then prohibited from purchasing or acquiring such shares of
Common Stock; and/or
(b) by reducing the number of shares of Common Stock issued and
delivered to Optionee upon such exercise (such reduction to be valued on the
basis of the aggregate Fair Market Value (determined on the date of such
exercise) of the additional shares of Common Stock that would otherwise have
been issued and delivered upon such exercise), provided that (i) Optionee shall
have obtained the prior written approval of the Administrator to pay the
Exercise Price pursuant to the method set forth in this subsection (b), which
approval may be withheld or granted at the Administrator's sole descretion, and
(ii) the Company is not then prohibited from purchasing or acquiring such
additional shares of Common Stock.
6. Payment of Withholding Taxes. If the Company is obligated to withhold
----------------------------
an amount on account of any federal, state or local tax imposed as a result of
the exercise of the Option, including, without limitation, any federal, state or
other income tax, or any F.I.C.A., state disability insurance tax or other
employment tax, then Optionee shall, concurrently with such exercise, pay such
amount to the Company in cash or by cashier's or certified bank check payable to
the Company.
7. Notices. Any notice given to the Company shall be addressed to the
-------
Company at 1565 West MacArthur Boulevard, Costa Mesa, California 92626,
Attention: Secretary, or at such other address as the Company may hereinafter
designate in writing to Optionee. Any notice given to Optionee shall be sent to
the address set forth below Optionee's signature hereto, or at such other
address as Optionee may hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when delivered personally or five days after
mailing by prepaid certified or registered mail return receipt requested.
8. Stock Exchange Requirements; Applicable Laws. Notwithstanding anything
--------------------------------------------
to the contrary in this Agreement, no shares of stock purchased upon exercise of
the Option, and no certificate representing all or any part of such shares,
shall be issued or delivered if (a) such shares have not been admitted to
listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any
5
<PAGE>
federal, state or other securities law, or any requirement of any stock exchange
listing agreement to which the Company is a party, or any other requirement of
law or of any administrative or regulatory body having jurisdiction over the
Company.
9. Restrictions on Transferability.
-------------------------------
(a) Neither the Option nor any interest therein may be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner
other than by will or the laws of descent and distribution.
(b) By accepting the Option, the Optionee for himself or herself and
his or her transferees by will or the laws of descent and distribution,
represent and agree that all shares of Common Stock purchased upon exercise of
the Option will be acquired and held in accordance with the restrictions of the
Securities Act of 1933, as amended, and shall not be further transferred except
as permitted by that act and the Rules and Regulations of the Securities and
Exchange Commission thereunder, that the Company may instruct its transfer agent
to restrict further transfer of said shares in its records except upon receipt
of satisfactory evidence that such restrictions have been satisfied, that upon
each exercise of any portion of the Option, the certificates evidencing the
purchased shares shall bear an appropriate legend on the face thereof evidencing
such restrictions, and that the person entitled to exercise the same shall
furnish evidence satisfactory to the Company (including a written and signed
representation) to the effect that the shares are being acquired subject to such
restrictions.
10. 1997 Plan. The Option is granted pursuant to the 1997 Plan, as in
---------
effect on the Date of Grant, and is subject to all the terms and conditions of
the 1997 Plan, as the same may be amended from time to time; provided, however,
that no such amendment shall deprive Optionee, without his or her consent, of
the Option or of any of Optionee's rights under this Agreement. The
interpretation and construction by the Administrator of the 1997 Plan, this
Agreement, the Option and such rules and regulations as may be adopted by the
Administrator for the purpose of administering the 1997 Plan shall be final and
binding upon Optionee. Until the Option shall expire, terminate or be exercised
in full, the Company shall, upon written request, send a copy of the 1997 Plan,
in its then-current form, to Optionee or any other person or entity then
entitled to exercise the Option.
11. Stockholder Rights. No person or entity shall be entitled to vote,
------------------
receive dividends or be deemed for any purpose the holder of any Option Shares
until the Option shall have been duly exercised to purchase such Option Shares
in accordance with the provisions of this Agreement.
12. Employment Rights. No provision of this Agreement or of the Option
-----------------
granted hereunder shall (a) confer upon Optionee any right to continue in the
employ of the Company or any of its subsidiaries, (b) affect the right of the
Company and each of its subsidiaries to terminate the employment of Optionee,
with or without cause, or (c) confer upon Optionee any right to participate in
any employee welfare or benefit plan or other program of the Company or any of
its subsidiaries other than the 1997 Plan. The Optionee hereby acknowledges and
agrees that the Company and each of its subsidiaries may terminate the
employment of Optionee at any
6
<PAGE>
time and for any reason, or for no reason, unless Optionee and the Company or
such subsidiary are parties to a written employment agreement that expressly
provides otherwise.
12. Governing Law. This Agreement and the Option granted hereunder shall
-------------
be governed by and construed and enforced in accordance with the laws of the
State of Delaware.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
STANDARD PACIFIC CORP. OPTIONEE
By:________________________________ ___________________________________
Name: Signature
Title:
___________________________________
Street and Address
___________________________________
City, State and Zip Code
___________________________________
Social Security Number
7
