Exhibit 10.36
Non-Qualified Stock Option Agreement
Participant:
Number of shares of
Common Stock subject
to this Agreement:
Pursuant to the Financial Federal Corporation Stock Option
Plan (the "Plan"), the Board of Directors of Financial Federal
Corporation (the "Company") has granted to Participant on this
date an option (the "Option") to purchase the number of shares of
the Company's Common Stock, $.50 par value ("Common Stock"), set
forth above. Such number of shares (as such may be adjusted as
described in Paragraph 11 below) is herein referred to as the
"Option Shares." This Option shall constitute and be treated as
a "non-qualified stock option" and not as an "incentive stock
option" as defined under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") for federal income tax purposes.
The terms and conditions of this Option are set forth below:
1. Date of Grant. This Option is granted to Participant
on .
2. Termination of Option. Participant's right to exercise
this Option (and to purchase the Option Shares) shall expire and
terminate in all events on the earlier of (i) five years after
Date of Grant; (ii) the date provided in Paragraph 8 below in the
event Participant ceases to be a Director of the Company (as
defined in the Plan); or (iii) upon any transfer, pledge,
encumbering or attempted exercise of this Option in violation of
the terms of Paragraph 7 below.
3. Option Price. The purchase price to be paid upon the
exercise of this Option will be $ per share, which is not
less than the fair market value of a share of Common Stock on the
Date of Grant of this Option.
4. Vesting Provisions - Entitlement to Exercise the Option
and Purchase Option Shares. Participant shall become entitled to
exercise this option immediately with respect to 100% of the
Option Shares. In no event may a fraction of a share or less
than 25 shares be purchased or issued.
5. Additional Provisions Relating to Exercise.
(a) Once Participant becomes entitled to exercise this
Option (and purchase Option Shares) as provided in Paragraph 4
hereof, such right will continue until the date on which this
Option expires and terminates pursuant to Paragraph 2 hereof.
(b) The Board of Directors of the Company, in its sole
discretion, may at any time accelerate the time at which this
Option may be exercised by Participant with respect to any Option
Shares.
6. Exercise of Option. To exercise the Option,
Participant must deliver a completed copy of the attached Option
Exercise Form to the address indicated on the Form, specifying
the number of Option Shares being purchased as a result of such
exercise, together with payment of the full option price for the
Option Shares being purchased. Payment of the option price must
be made in cash or by check.
7. Transferability of Option. This Option may not be
transferred, pledged, or otherwise encumbered (whether
voluntarily, involuntarily or by operation of law) by Participant
(other than by will or the laws of descent and distribution) and
may be exercised during Participant's lifetime only by
Participant and not by any transferee, pledgee, lienholder,
trustee, receiver, conservator or other fiduciary, custodian or
successor to Participant or of Participant's assets and property
(including any Trustee in Bankruptcy or Assignee for the Benefit
of Creditors).
8. Termination as a Director or of Employment.
(a) In the event that Participant ceases to be a Director
or employed by the Company or a Subsidiary or Affiliate thereof
on a full-time basis for any reason other than because of
Participant's death or "disability" (within the meaning of
Section 22(3)(e) of the Code), this Option shall expire on
Participant's last day of employment or date Participant ceases
to be a Director.
(b) In the event that Participant ceases to be a Director
or employed by the Company or any Subsidiary or Affiliate thereof
on a full-time basis by reason of "disability" (as defined in
paragraph (a) above), this Option may only be exercised within
one year after the date Participant ceases to be a Director or
employed, and only to the same extent that Participant was
entitled to exercise this Option on the date Participant ceases
to be a Director or employed by reason of such disability and had
not previously done so.
(c) In the event that Participant dies either while a
Director or employed on a full-time basis by the Company or any
Subsidiary or Affiliate thereof or within a period of one year
after ceasing to be a Director or employed by the Company or any
Subsidiary or Affiliate thereof on a full-time basis by reason of
"disability," this Option may only be exercised within six (6)
months after Participant's death. In such event, this Option may
be exercised during such six-month period by the legal
representative of Participant's estate or by any person who shall
have acquired the Option through bequest or inheritance, but only
to the same extent that Participant was entitled to exercise this
Option immediately prior to the time of Participant's death and
had not previously done so.
(d) Notwithstanding any provision contained in this
Paragraph 8 to the contrary, in no event may this Option be
exercised to any extent by anyone after six years from grant.
9. Representations. Participant represents and warrants
that Participant understands the Federal, state and local income
tax consequences of the granting of this Option to Participant,
the exercise of this Option and purchase of Option Shares, and
the subsequent sale or other disposition of any Option Shares.
10. Adjustments. If the total outstanding shares of Common
Stock of the Company shall be increased or decreased or changed
into or exchanged for a different number or kind of shares of
stock or other securities of the Company or for another
corporation through reorganization, merger or consolidation,
recapitalization, stock split, split-up, combination or exchange
of shares or declaration of any dividends payable in stock, then
the Board of Directors shall appropriately adjust the number of
Option Shares (and price per share) subject to the unexercised
portion of this Option (to the nearest possible full share)
subject in all cases to the limitations of Section 425 of the
Code.
11. Continuation as a Director or of Employment. Neither
the Plan nor this Option shall confer upon Participant any right
to continue as a Director or in the employ of the Company or any
Subsidiary or Affiliate thereof or limit in any respect the right
of the Company or any Subsidiary or Affiliate thereof to
terminate Participant's employment or as a Director at any time.
12. Plan Documents. This Option Agreement is qualified in
its entirety by reference to the provisions of the Plan
applicable to "Non-Qualified Options", which are hereby
incorporated herein by reference.
13. Governing Law. The Plan, this Option and all actions
taken pursuant hereto, to the extent not otherwise governed by
the laws of the United States, shall be governed by the laws of
the State of New York and construed accordingly, without giving
effect to principles of conflicts of laws. This Agreement may
not be amended, altered, waived or modified unless it is in
writing and signed by Participant and an officer of the Company
who has the title of Executive Vice President or higher. The
written Agreement represents the final agreement between the
parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements between the
parties. The rights and remedies of the Company, its
Subsidiaries and Affiliates hereunder shall be cumulative and not
alternative. No delay or failure on the part of the Company, its
Subsidiaries or its Affiliates in exercising any rights hereunder
shall operate as a waiver of such or of any other rights. If any
term, provision, covenant or restriction of this Option is held
by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their best efforts
to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable. THE
PARTICIPANT HEREBY WAIVES THE RIGHT TO HAVE A TRIAL BY JURY IN
ANY LITIGATION, ACTION, CAUSE OF ACTION, COUNTERCLAIM, CASE,
ARBITRATION OR PROCEEDING BETWEEN THE EMPLOYEE/PARTICIPANT AND
THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES.
In consideration of the Company granting the Participant
this Option, please acknowledge your agreement to fully comply
with all of the terms and provisions contained herein by signing
this Option Agreement in the space provided below and returning
it promptly to Financial Federal Corporation, Attention: Xxxx X.
Xxxxxxx, Secretary.
FINANCIAL FEDERAL CORPORATION
By_ __________________________
By_ __________________________
Accepted and Agreed to as of
.
____________________________
