1
EXHIBIT 99.17
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Option Agreement dated
________________ (the "Option Agreement") by and between Onyx Acceptance
Corporation (the "Corporation") and __________________ ("Optionee") evidencing
the non-statutory stock option granted on such date to Optionee under the terms
of the Corporation's 1998 Non-Officer Stock Option/Stock Issuance Plan, and such
provisions shall be effective immediately. Capitalized terms in this Addendum,
to the extent not otherwise defined herein, shall have the meanings assigned to
such terms in the Option Agreement.
SPECIAL TAX ELECTIONS
1. STOCK WITHHOLDING. Optionee is hereby granted the election to
have the Corporation withhold, at the time the option is exercised, a portion of
the purchased Option Shares with an aggregate Fair Market Value not to exceed
one hundred percent (100%) of the applicable Federal, state and local income and
employment tax withholding liability (the "Taxes") Optionee incurs in connection
with the option exercise.
Any such exercise of the election must be effected in
accordance with the following terms and conditions:
(i) The election must be made on or before the date the
liability for the Taxes is determined (the "Tax Determination Date").
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval of the
Plan Administrator, and none of the Option Shares shall be withheld in
satisfaction of the Taxes, except to the extent the election is approved
by the Plan Administrator.
(iv) The Option Shares withheld pursuant to the election
shall be valued at Fair Market Value on the Tax Determination Date.
(v) In no event may the number of shares of Common Stock
requested to be withheld exceed in Fair Market Value the dollar amount of
the Taxes.
2. STOCK DELIVERY. Optionee is hereby granted the election to
deliver, at the time the option is exercised, one or more shares of Common Stock
previously acquired by Optionee (other than in connection with the acquisition
triggering the Taxes) with an aggregate Fair Market Value not to exceed one
hundred percent (100%) of the Taxes.
2
Any such exercise of the election must be effected in
accordance with the following terms and conditions:
(i) The election must be made on or before the Tax
Determination Date for the Taxes.
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval of the
Plan Administrator, and none of the delivered shares of Common Stock shall
be accepted in satisfaction of the Taxes, except to the extent the
election is approved by the Plan Administrator.
(iv) The shares of Common Stock delivered in satisfaction of
the Taxes shall be valued at Fair Market Value on the Tax Determination
Date.
(v) In no event may the number of delivered shares exceed in
Fair Market Value the dollar amount of the Taxes.
IN WITNESS WHEREOF, Onyx Acceptance Corporation has caused this
Addendum to be executed by its duly-authorized officer, and Optionee has
executed this Addendum, all as of the Effective Date specified below.
ONYX ACCEPTANCE CORPORATION
By:
----------------------------------
Title:
----------------------------------
-----------------------------------------
OPTIONEE
EFFECTIVE DATE: , 199
--------------- --
2
