Exhibit 10.34
ASSOCIATES FIRST CAPITAL CORPORATION
INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT
You have been selected to become a Participant in the Associates First Capital
Corporation Incentive Compensation Plan (the "Plan"), through this grant of
restricted shares (the "Restricted Stock") of the Class A Common Stock (the
"Shares") of Associates First Capital Corporation, a Delaware corporation (the
"Company"), as specified below:
PARTICIPANT: NAME
DATE OF GRANT:
NUMBER OF SHARES OF RESTRICTED STOCK GRANTED: SHARES
DATE OF LAPSE OF RESTRICTIONS:
THIS AGREEMENT, effective as of the Date of Grant set forth above,
represents the grant of Restricted Stock to the Participant named above,
pursuant to the provisions of the Plan.
The Plan provides a description of certain terms and conditions governing
the award of Restricted Stock. 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 RESTRICTED STOCK. The Participant is hereby granted the
number of Shares of Restricted Stock set forth above, subject to
restrictions until the Date of Lapse of Restrictions specified above,
in the manner provided under and subject to the applicable terms and
conditions of the Plan and this Agreement. Subject to Section 5
hereof, the Restricted Stock is awarded on the condition that the
Participant remain in the employ of the Company or a Subsidiary from
the Date of Grant through and including the Date of Lapse of
Restrictions specified above. Notwithstanding the foregoing, neither
such condition nor the award of the Restricted Stock shall impose upon
the Company any obligation to retain the Participant in the Company's
employ for any given period or upon any specific terms of employment.
2. CERTIFICATE LEGEND. Each certificate representing Shares of Restricted
Stock granted pursuant to the Plan shall bear the following legend:
"The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is
subject to certain restrictions on transfer set forth in the Incentive
Compensation Plan of Associates First Capital Corporation, and any
rules and administrative interpretations adopted pursuant to such Plan,
and a Restricted Stock
Award Agreement dated July 3, 2000. A copy of the Plan, such rules, and
such Restricted Stock Award Agreement may be obtained from the Secretary
of Associates First Capital Corporation."
3. REMOVAL OF RESTRICTIONS. Except as otherwise provided in the Plan or
this Agreement, Shares of Restricted Stock subject to this Agreement
shall become freely transferable by the Participant, and all
restrictions imposed hereunder shall lapse, on the Date of Lapse of
Restrictions or such earlier date as provided pursuant to Section 5
hereof. Upon such lapse of restrictions, the Participant shall be
entitled to receive certificates representing the Shares on which all
such restrictions have lapsed and to have the legend required by
Section 2 hereof removed from such certificates.
4. VOTING RIGHTS AND DIVIDENDS. Prior to the lapse of restrictions on the
Shares of Restricted Stock subject to this Agreement, the Participant
shall have the right to vote the Restricted Stock and to receive any
dividends or distributions that may be paid with respect thereto. Any
additional Shares to which the Participant may become entitled pursuant
to any such dividend or distribution shall be subject to the same
restrictions on transferability as the Shares of Restricted Stock with
respect to which the additional Shares were paid.
5. TERMINATION OF EMPLOYMENT.
(a) BY DISABILITY OR DEATH: In the event of a Participant's
termination of employment due to Disability or death
("Disability" as hereinafter defined), all restrictions imposed
hereunder on the Restricted Stock shall lapse, and the Restricted
Stock shall become freely transferable, in accordance with the
provisions hereof, on the Date of Lapse of Restrictions specified
above. 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
the Date of Lapse of Restrictions specified above, the
beneficiary designated or deemed to be designated pursuant to
Section 10 hereof or, if such beneficiary is an estate, the
executor or administrator of the estate or the person or persons
to whom the Restricted Stock has been validly transferred by the
executor or the administrator pursuant to will or the laws of
descent and distribution, shall have the right to the Restricted
Stock, when all restrictions imposed hereunder on such Restricted
Stock have lapsed, in accordance with the provisions hereof.
(b) BY RETIREMENT: In the event of a Participant's termination of
employment due to Retirement ("Retirement" as hereinafter
defined), all restrictions imposed hereunder on the Restricted
Stock shall lapse, and the Restricted Stock shall become freely
transferable, in accordance with the provisions hereof, on the
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earlier of the Date of Lapse of Restrictions specified above or
the first anniversary of the date of the Participant's Retirement
that occurs on or after the date on which the Participant attains
age 62. 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 to commence pension payments under
the Company's defined benefit pension plan (excluding any payment
of benefits attributable to a prior employer's plan).
(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), all Shares of Restricted Stock on which all
restrictions imposed hereunder have not lapsed as of the date of
termination of employment shall be forfeited, and the
Participant's right to any such Shares shall cease, effective as
of the date of such resignation or termination. For purposes of
this Agreement, a termination by the Company for "Cause" shall
mean a termination resulting from (i) action by the Participant
involving willful malfeasance, (ii) the Participant's
unreasonable neglect or refusal to perform such Participant's
duties for the Company, (iii) the Participant being convicted of
a felony, (iv) 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 (v) the
Participant's violation of Company policy 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, all restrictions imposed
hereunder on the Restricted Stock shall lapse as of the date of
termination of employment 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. For purposes of
this Section 5(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 5(d) shall not apply, and
all Shares of Restricted Stock subject to this Agreement on which
all restrictions imposed hereunder have not lapsed as of the date of
termination of employment shall be forfeited, and the Participant's
right to any such Shares shall cease, effective as of the date of
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termination of such Participant's employment with the Company.
6. WITHHOLDING. If the Company is required by law to withhold any federal,
state, local or foreign taxes in connection with the lapse of
restrictions on Restricted Stock pursuant to this Agreement, and the
amounts available to the Company for such withholding are insufficient,
it shall be a condition to the receipt of the certificates representing
the Shares on which all restrictions imposed hereunder have lapsed that
the Participant make arrangements satisfactory to the Company for
payment of the balance of such taxes required to be withheld. The
Participant may elect 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 on which all
restrictions imposed hereunder have lapsed pursuant to this Agreement.
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 required by Rule 16b-3 of the General Rules and Regulations
promulgated under the Exchange Act. All withholding elections shall be
irrevocable.
7. EFFECT OF COMPETITIVE ACTIVITY OR INIMICAL CONDUCT.
(a) Anything contained herein to the contrary notwithstanding, the
right of the Participant to Shares of Restricted Stock on which
all restrictions imposed hereunder have not lapsed shall remain
effective only if, during the entire period from the Date of
Grant to the date on which all such restrictions lapse, the
Participant shall have earned the Restricted Stock by refraining
from engaging in any activity that is directly or indirectly in
competition with any activity of the Company or any Subsidiary.
(b) In the event of the Participant's nonfulfillment of the condition
set forth in Section 7(a), the Participant's right to Shares of
Restricted Stock on which all restrictions imposed hereunder have
not lapsed 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 Subsidiary by reason of the
nonfulfillment of such condition.
(c) The right of the Participant to Shares of Restricted Stock on
which all restrictions imposed hereunder have not lapsed 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 Subsidiary.
Conduct that constitutes engaging in an activity that is directly
or indirectly in competition
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with any activity of the Company or any Subsidiary shall be
governed by Sections 7(a) and 7(b) and shall not be subject to
any determination under this Section 7(c).
8. RESTRICTIONS ON EXERCISE AND TRANSFER. The Restricted Stock subject to
this Agreement may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution, until all restrictions imposed hereunder on such
Shares of Restricted Stock have lapsed in accordance with the terms of
this Agreement.
9. 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 of Restricted Stock
subject to this Agreement 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.
10. 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, shall be entitled to the
Shares of Restricted Stock subject to this Agreement. 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 the Participant's death, the Participant's
estate shall be deemed to be the beneficiary.
11. NO RIGHT OF EMPLOYMENT. Nothing in this Agreement shall interfere with
or limit in any way the right of the Company or any Subsidiary 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 or any
Subsidiary.
12. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws or other
applicable securities laws. The Committee may impose such
restrictions, including restrictions on transferability, on any
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Shares acquired pursuant to this Agreement 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.
13. 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, 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; 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, without the
Participant's consent, (i) modify this Agreement to recognize
differences in local law, tax policy or custom if the Participant
is a foreign national or employed outside the United States or
(ii) make adjustments to this Agreement, including the
cancellation of any or all Shares of Restricted Stock hereunder,
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 the Company shall pay appropriate
compensation (as determined by the Committee) for the
cancellation of any Shares under this provision.
(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
shall be
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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 Restricted Stock 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:
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Note: Please sign this Agreement, make a copy for your records, and return
the signed original to:
Compensation Committee
c/o Xxxx X. Xxx
Associates First Capital Corporation
P.O. Box 660237
Dallas, TX 75266-0237
