EX-4.2
from 10-Q
1 page
Amendment No. 2 1996 Amended and Restated Employee Stock Option Plan Matrix Capital Corporation This Amendment Is Made by Matrix Bancorp, Inc., Formerly Known as Matrix Capital Corporation (The "Company"). Whereas, the Company Adopted the Plan Effective as of January 1, 1995 for the Purpose of Granting Equity Compensation Incentives to Employees, Consultants, Advisors and Directors of the Company and Its Subsidiaries; and Whereas, the Plan Was Amended and Restated in Its Entirety Effective September, 1996 (The "1996 Restatement"), and Was Amended by Amendment No. 1, Effective as of May 26, 2000; and Whereas, the Company Now Desires to Amend the 1996 Restatement, as Amended, to Provide That the Compensation Committee Shall Have the Discretion to Determine Whether an Optionee's Right to Exercise an Option Shall Accelerate Upon a Change in Control of the Company. Now, Therefore, the 1996 Restatement, as Amended, Is Amended as Follows: A. Section 7(d) Is Amended by Adding the Following Sentence to the End of Said Section: "Notwithstanding the Foregoing or Any Other Provision in This Plan, the Committee May, in Its Sole Discretion, Determine on or Prior to the Date of Grant of an Option Granted on or After July 20, 2001, That Such Option Shall Not Become Immediately Exercisable in Full Upon the Occurrence of an Event Described in This Section 7(d). if the Committee Shall So Determine, the Optionee's Option Agreement Shall Specifically Provide That Such Option Is Not Subject to the Terms of This Section 7(d)." B. This Amendment Is Effective as of July 20, 2001. in All Other Respects, the Plan Shall Remain in Effect. in Witness Whereof, This Amendment Is Adopted This 20th Day of July, 2001. Matrix Bancorp, Inc. "Company" By: /S/ T. Allen McConnell T. Allen McConnell, Secretary
12/34/56
EX-4.1
from 10-Q
1 page
Amendment No. 1 1996 Amended and Restated Employee Stock Option Plan Matrix Capital Corporation This Amendment Is Made by Matrix Bancorp, Inc., Formerly Known as Matrix Capital Corporation (The "Company"). Whereas, the Company Adopted the Plan Effective as of January 1, 1995 for the Purpose of Granting Equity Compensation Incentives to Employees, Consultants, Advisors and Directors of the Company and Its Subsidiaries; and Whereas, the Plan Was Most Recently Amended and Restated in Its Entirety Effective in September 1996 (The "1996 Restatement"); and Whereas, the Company Now Desires to Amend the 1996 Restatement to Provide That the Number of Shares of Common Stock Issuable Under the 1996 Restatement Is Increased to 750,000 From 525,000. Now, Therefore, the 1996 Restatement Is Amended as Follows: A. the Figure of 525,000 in Section 3(a) of the 1996 Restatement Is Hereby Replaced by the Figure of 750,000. B. This Amendment Is Effective as of May 26, 2000. in All Other Respects the Plan Shall Remain in Effect. in Witness Whereof, This Amendment Is Adopted This 26th Day of May, 2000. Matrix Bancorp, Inc. "Company" By: /S/ T. Allen McConnell T. Allen McConnell, Secretary
12/34/56
