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EXHIBIT 10.22
ASSOCIATES FIRST CAPITAL CORPORATION
INCENTIVE COMPENSATION PLAN
STOCK OPTION AWARD AGREEMENT - 1998
You have been selected to become a Participant in the Associates First Capital
Corporation Incentive Compensation Plan (the "Plan") for 1998, through this
grant of a nonqualified stock option (the "Stock Option" or "Option") as
specified below:
PARTICIPANT:
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ADDRESS:
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OPTION NO.:
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DATE OF XXXXX:
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NUMBER OF SHARES COVERED BY THIS AGREEMENT:
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OPTION PRICE:
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DATE OF EXPIRATION:
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Except as hereinafter provided, you may exercise this Option in accordance with
the following vesting schedule:
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Percentage Number of Shares Available for Cumulative Number of Shares
Date Exercisable Purchase as of this Date(*) Available for Purchase(*)
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33 1/3% Shares Shares
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66 2/3% Shares Shares(**)
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100% Shares Shares(**)
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THIS AGREEMENT, effective as of the Date of Grant set forth above,
represents the grant of an Option to purchase shares of the Class A Common
Stock ("Shares") of Associates First Capital Corporation, a Delaware
corporation (the "Company"), to the Participant named above, pursuant to the
provisions of the Plan.
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(*) Number of Shares may reflect rounding to extent necessary to avoid
fractional Shares.
(**) Numbers listed assume no exercise has yet occurred under this Option.
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The Plan provides a description of certain terms and conditions
governing the Option. In the event of any inconsistency between the terms of
this Agreement and the terms of the Plan, the Plan's terms shall completely
supersede and replace the conflicting terms of this Agreement. All capitalized
terms shall have the meanings ascribed to them in the Plan, unless specifically
set forth otherwise herein. The parties hereto agree as follows:
1. GRANT OF STOCK OPTION. The Participant is hereby granted an Option to
purchase the number of Shares set forth above, at the stated Option
Price (as set forth on page 1 of this Agreement), which is 100 percent
of the Fair Market Value of a Share on the Date of Grant, in the manner
and subject to the applicable terms and conditions of the Plan and this
Agreement.
2. EXERCISE OF STOCK OPTION. Except as otherwise provided in this
Agreement, the Participant may exercise this Option as provided in
Section 3 of this Agreement and according to the vesting schedule set
forth on page 1 of this Agreement, provided that no exercise may occur
prior to the end of one (1) year following the Date of Grant or
subsequent to the close of business on the Date of Expiration (as set
forth on page 1 of this Agreement).
This Option may be exercised in whole or in part, but not for less than
25 Shares at any one time, unless fewer than 25 Shares then remain
subject to the Option, and the Option is then being exercised as to all
such remaining Shares. The Option may be exercised only for full
Shares; no Option is exercisable for fractional Shares.
3. PROCEDURE FOR EXERCISE OF OPTION. Exercise of this Option may be
initiated on any business day by delivery of a notice of exercise (on
such form as may be specified and provided by the Company or its
designee) (the "Notice of Exercise") to the Company or its designee, or
by such other method as the Company specifies. The Company may at any
time change the time and/or manner in which the Option may be exercised.
(a) Payment of Option Price: The Option Price shall be payable (i)
in cash in the form of currency or check or other cash equivalent
acceptable to the Company; (ii) by tendering previously acquired,
nonforfeitable, nonrestricted Shares (provided that any Shares so
tendered must have been owned by the Participant for at least six
months prior to their tender); or (iii) by a combination of the
foregoing methods. The requirement of payment in cash may be
satisfied through a "cashless exercise" as described in Section
3(b).
(b) Cashless Exercise: A Participant may direct, through the
Company's designee or in such other manner as the Company may
specify from time to time, a broker that is a member of the
National Association of Securities Dealers, Inc. to sell a
sufficient number of the Shares being purchased pursuant to the
exercise so that the net proceeds of the sale transaction will at
least equal the aggregate Option Price, plus interest (if any) at
the applicable federal rate (as "applicable federal rate" is
defined in Section 1274 of the Code) for the period from the date
of exercise to the date of payment, and to deliver the aggregate
Option Price, plus such interest (if any), to the Company not
later than the date on which the sale
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transaction will settle in the ordinary course of business (such
a broker-assisted transaction to be referred to herein as a
"cashless exercise").
(c) Share Price: Any Share purchased (and sold, in the case of a
cashless exercise) pursuant to exercise of the Option shall be
valued on the basis of such Share's fair market value as of the
date on which exercise of the Option is completed (or, if
exercise of the Option is completed over a period of more than
one day, on the basis of the average fair market value during
such period). Any Share tendered by the Participant in payment of
all or any part of the Option Price shall be valued on the basis
of such Share's fair market value as of the date on which such
Share is exchanged in order to effectuate exercise of the Option.
(d) Delivery to Participant: As soon as practicable following the
date on which the purchase (and sale, in the case of a cashless
exercise) of Shares pursuant to the Option will settle in the
ordinary course of business, the Company shall cause, in
accordance with the Participant's election and in any case net of
transaction fees (if any) and tax withholding (if applicable
pursuant to Section 3(e)), the following to occur:
(i) Certificates for the Shares purchased to be delivered to
the Participant;
(ii) The number of Shares purchased to be credited to a
brokerage account specified by the Participant on the
Notice of Exercise; or
(iii) In the event of a cashless exercise, any proceeds of the
sale transaction remaining after delivery to the Company
of the aggregate Option Price (plus any interest, as
described in Section 3(b)) to be delivered to the
Participant in the manner specified by the Participant on
the Notice of Exercise.
If a Participant elects either (i) or (ii), to the extent such
Participant has elected a cashless exercise of the Option, the
number of Shares subject to this Section 3(d) shall be only the
number of Shares remaining after the sale transaction described
in Section 3(b).
(e) Withholding: If the Company is required by law to withhold any
federal, state, local or foreign taxes in connection with
exercise of an Option, the Participant shall either (i) pay such
taxes, in addition to the Option Price, in conjunction with
electing exercise of the Option or (ii) elect either (A) to have
such taxes withheld from any cash payment of proceeds pursuant to
a cashless exercise or (B) to satisfy all or any part of any such
withholding obligation by surrendering to the Company (either
directly or through its designee) a portion of the Shares issued
or transferred to the Participant pursuant to exercise of the
Option. To the extent that a Participant elects to meet any
withholding obligation by surrendering Shares, the Shares so
surrendered shall be credited against any such withholding
obligation at the fair market value per Share on the date of such
surrender; provided, however, if the Participant is subject to
Section 16 of the Exchange Act, such election shall be subject to
approval by the Committee if such approval is then
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required by Rule 16b-3 of the General Rules and Regulations
promulgated under the Exchange Act. All withholding elections
shall be irrevocable.
4. TERMINATION OF EMPLOYMENT.
(a) By Retirement, Disability or death: In the event of a
Participant's termination of employment due to Retirement,
Disability or death ("Retirement" and "Disability" as hereinafter
defined), the Option shall continue in effect and shall become
fully vested and exercisable during the applicable periods in
accordance with the provisions hereof. For purposes of this
Agreement, termination of a Participant's employment due to
"Retirement" shall mean a termination of employment with the
Company on or after such date as the Participant is eligible for
a pension under the Company's defined benefit pension plan as
then in effect. The term "Disability" when used herein shall
mean complete and total disability as determined under the
Company's long-term disability plan as in effect at the time of
such determination. In the event of the Participant's death
prior to exercise of this Option in whole, the beneficiary
designated or deemed to be designated pursuant to Section 8
hereof or, if such beneficiary is an estate, the executor or
administrator of the estate or the person or persons to whom the
Option shall have been validly transferred by the executor or the
administrator pursuant to will or the laws of descent and
distribution, shall have the right to exercise the Option, when
vested, in accordance with the provisions hereof.
(b) By transfer to Ford or Ford Subsidiaries: In the event the
Participant transfers to Ford Motor Company ("Ford") or a Ford
Subsidiary (as hereinafter defined) the Option shall continue in
effect and shall become fully vested and exercisable during the
applicable periods in accordance with the provisions hereof as
though the Participant had remained employed by the Company. The
term "Ford Subsidiary" when used herein shall mean any
corporation a majority of the voting stock of which is owned
directly or indirectly by Ford. Notwithstanding the foregoing,
if at any time the Company ceases to be a Ford Subsidiary, the
preceding sentence shall no longer be given effect, and any
Participant who previously had transferred to Ford or a Ford
Subsidiary and remains employed by Ford or a Ford Subsidiary as
of the date on which the Company ceases to be a Ford Subsidiary
shall be subject to the provisions of Section 4(e) as though such
Participant had terminated employment (without regard to the
reasons for termination of employment) as of the date on which
the Company ceases to be a Ford Subsidiary.
(c) By termination for Cause or resignation: In the event of the
resignation of employment by the Participant or termination of
the Participant's employment by the Company for Cause (as
hereinafter defined), the Option shall be forfeited effective as
of the date of such resignation or termination, and the
Participant's right to exercise this Option shall cease. For
purposes of this Agreement, a termination by the Company for
"Cause" shall mean a termination resulting from (a) action by the
Participant involving willful malfeasance, (b) the Participant's
unreasonable neglect or refusal to perform such Participant's
duties for the Company, (c) the Participant being convicted of a
felony, (d) the Participant engaging in any activity that is
directly or indirectly in competition with the Company or any
affiliate or in any activity that is inimical to the best
interests of the Company or any affiliate, or (e) the
Participant's violation of Company policy
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covering standards of corporate conduct. If the Company
terminates the Participant's employment for Cause, all of the
Company's obligations under this Agreement shall thereupon cease
and terminate.
(d) By termination other than for Cause and under employment
agreement: In the event that the Participant's employment is
terminated by the Company other than for Cause, including by
Constructive Termination in connection with a Change in Control
(if and to the extent applicable under the Participant's
employment agreement with the Company, if any and as described
below), the Option shall become vested if so, and to the extent,
provided under the Participant's employment agreement with the
Company, if any, as such agreement may be amended from time to
time. If the Option becomes vested pursuant to the foregoing,
the Option shall be exercisable to the extent permitted under the
provisions hereof until the Date of Expiration (as set forth on
page 1 of this Agreement). For purposes of this Section 4(d),
"Change in Control" and "Constructive Termination" shall have the
same meanings as provided under the Participant's employment
agreement with the Company, if any, as such agreement may be
amended from time to time. Notwithstanding the foregoing, in the
event that (i) the Participant's employment is terminated by the
Company and (ii) no employment agreement between the Participant
and the Company is in effect as of the date of such termination
of employment, this Section 4(d) shall not apply, and the
Participant's rights under this Agreement shall be governed by
the provisions of this Agreement without regard to this Section
4(d).
(e) By termination other than for Cause and not under employment
agreement: In the event of a termination of the Participant's
employment for reasons other than Retirement, Disability, death,
transfer to Ford or a Ford Subsidiary, termination by the Company
for Cause or resignation, the portion of the Option that is vested
as of the date of termination of active employment may be
exercised to the extent permitted under the provisions hereof
until the earlier of (i) the Date of Expiration (as set forth on
page 1 of this Agreement) or (ii) the close of business on the
90th day following the date of termination of employment. No
other rights under this Agreement shall continue in effect or
continue to accrue from the date of termination forward.
Notwithstanding the foregoing, in the event that (i) the
Participant's employment is terminated by the Company under
circumstances described in Section 4(d) and (ii) an employment
agreement between the Participant and the Company is in effect as
of the date of such termination of employment, this Section 4(e)
shall not apply, and the Participant's right under this Agreement
shall be governed by the provisions of Section 4(d) and not by
this Section 4(e).
5. EFFECT OF COMPETITIVE ACTIVITY OR INIMICAL CONDUCT.
(a) Anything contained herein to the contrary notwithstanding, the
right of the Participant to exercise the Option shall remain
effective only if, during the entire period from the Date of
Grant (as set forth on page 1 of this Agreement) to the date of
such exercise, the Participant shall have earned the Option by
refraining from engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any
Company Subsidiary (as hereinafter defined) or affiliate thereof.
The term "Company Subsidiary" when used herein shall mean any
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corporation a majority of the voting stock of which is owned
directly or indirectly by the Company.
(b) In the event of the Participant's nonfulfillment of the condition
set forth in Section 5(a), the Participant's right to exercise
such Option shall cease; provided, however, that the
nonfulfillment of such condition may at any time be waived by the
Committee upon its determination, in its sole judgment, that
there shall not have been and will not be any substantial adverse
effect upon the Company or any Company Subsidiary or affiliate
thereof by reason of the nonfulfillment of such condition.
(c) The right of the Participant to exercise the Option shall cease
on and as of the date on which it has been determined by the
Committee that the Participant at any time acted in a manner
inimical to the best interests of the Company or any Company
Subsidiary or affiliate thereof. Conduct that constitutes
engaging in an activity that is directly or indirectly in
competition with any activity of the Company or any Company
Subsidiary or affiliate thereof shall be governed by Sections
5(a) and 5(b) and shall not be subject to any determination under
this Section 5(c).
6. RESTRICTIONS ON EXERCISE AND TRANSFER. This Option (a) shall be
exercisable during the Participant's lifetime only by the Participant
or, in the event of the Participant's legal incapacity, by the
Participant's legal guardian or representative acting in a fiduciary
capacity on behalf of the Participant under state law and court
supervision, and (b) may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws
of descent and distribution.
7. RECAPITALIZATION. In the event of any change in capitalization of the
Company (such as a stock split, stock dividend or combination of
shares), corporate transaction (such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or
property of the Company), reorganization (whether or not such
reorganization comes within the definition of such term in Code Section
368) or partial or complete liquidation of the Company, an adjustment
may be made in the number and class of Shares subject to this Option, as
well as the Option Price, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to reflect such
change in capitalization, corporate transaction, reorganization or
partial or complete liquidation.
8. BENEFICIARY DESIGNATION. The Participant may designate a beneficiary or
beneficiaries (who may be named contingently or successively) who, in
the event of the Participant's death prior to exercise of this Option in
whole, shall be entitled to exercise any unexercised portion of the
Option. Any such beneficiary designation shall be made by the
Participant in writing (on the appropriate form as provided by the
Company) and shall automatically revoke all prior designations by the
Participant. The Participant may, at any time and from time to time,
change or revoke such designation. A beneficiary designation, or
revocation of a prior beneficiary designation, shall be effective only
if it is signed by the Participant and received by the Company prior to
the Participant's death. If the Participant does not designate a
beneficiary or all beneficiaries die prior to exercise of any
unexercised portion of the Option, the Participant's estate shall be
deemed to be the beneficiary. If a beneficiary dies after having
exercised at least a portion of the Option, the beneficiary's estate
shall be deemed to be the beneficiary of any remaining unexercised
portion of the Option.
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9. RIGHTS AS A STOCKHOLDER. The Participant shall have no rights as a
stockholder of the Company with respect to the Shares subject to this
Agreement until such time as the Option Price has been paid and the
Shares have been issued and delivered to him or her.
10. NO RIGHT OF EMPLOYMENT. Nothing in this Agreement shall interfere with
or limit in any way the right of the Company to terminate the employment
of the Participant at any time, with or without reason; nor shall
anything in this Agreement be deemed to create or confer upon the
Participant or any other individual any rights to employment of any kind
or nature whatsoever for any period of time or at any particular rate of
compensation, including, without limitation, any right to continue in
the employ of the Company.
11. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws or other
applicable securities laws; provided, however, notwithstanding any other
provision of this Agreement, the Option shall not be exercisable if the
exercise thereof would result in a violation of any such law. The
Committee may impose such restrictions, including restrictions on
transferability, on any Shares acquired pursuant to the exercise of this
Option as the Committee may deem advisable, including, without
limitation, restrictions under United States federal securities laws or
other applicable securities laws, under the requirements of any
securities exchange or market upon which such Shares are then listed
and/or traded and/or under any blue sky or state securities laws
applicable to Shares.
12. MISCELLANEOUS.
(a) This Agreement and the rights of the Participant hereunder are
subject to all the terms and conditions of the Plan, as the same
may be amended from time to time, as well as to such rules and
regulations as the Committee may adopt for administration of the
Plan. It is expressly understood that the Committee is authorized
to administer, construe and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement,
all of which shall be binding upon the Participant.
(b) Pursuant to the terms of the Plan, (i) the Board may at any time,
and from time to time, in its sole discretion alter, amend,
suspend or terminate the Plan in whole or in part for any reason
or for no reason, and (ii) the Committee may make adjustments to
this Option and Agreement in recognition of unusual or
nonrecurring events affecting the Company or the financial
statements of the Company and/or changes in applicable laws,
regulations or accounting principles whenever the Committee
determines that such adjustments are appropriate; provided,
however, that no alteration, amendment, suspension or termination
of the Plan shall adversely affect in any material way the
Participant's vested rights under this Agreement without the
written consent of the Participant. Notwithstanding the
foregoing, the Committee may modify, without the Participant's
consent, this Option and Agreement to recognize differences in
local law, tax policy or custom if the Participant is a foreign
national or employed outside the United States.
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(c) The Participant agrees to take all steps necessary to comply with
all applicable provisions of federal and state securities law and
other applicable securities laws in exercising his or her rights
under this Agreement.
(d) This Agreement shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
(e) All obligations of the Company under the Plan and this Agreement,
with respect to this Option, shall be binding on any successor to
the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or
assets of the Company.
(f) To the extent not preempted by United States federal law or other
comparable law, this Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
(g) The grant of the Option to the Participant is completely
discretionary. Neither the Participant nor any other individual
shall have any right to be selected to receive a grant under the
Plan or, having been so selected, to be selected to receive a
future grant; nor shall anything in this Agreement create or
confer, or be deemed to create or confer, upon any Employee or
other individual any such right.
IN WITNESS WHEREOF, this Agreement is executed effective as of the Date
of Xxxxx.
ASSOCIATES FIRST CAPITAL CORPORATION
By:
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Xxxxxxx X. XxXxxx,
Executive Vice President
The undersigned Participant hereby acknowledges receipt of this Agreement and
accepts the Option subject to the applicable terms and conditions set forth
herein and in the Plan.
Participant's Signature:________________________ Date:_______________________
Note: Please sign both copies of this Agreement, keep one copy for your
records, and return the other signed original to:
Compensation Committee
c/o Xxxx X. Xxx
Associates First Capital Corporation
P.O. Box 660237
Dallas, TX 75266-0237
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