Sonic Corp. 2006 Long-Term Incentive Plan Award Agreement [Sonic Logo]
Exhibit (d)(2)
Sonic
Corp. 2006 Long-Term Incentive Plan
[Sonic
Logo]
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Award
Agreement Number:
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Grant
Date: ________
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Number
of Options Granted: ____
[NQ/ISO] |
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Exercise
Price per Share: [Market
price on Grant Date] |
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Expiration
Date: [7th
anniversary of
Grant Date] |
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Vesting
Schedule: 1/3 of all options
granted on Grant Date will vest on each of the first three anniversaries of the Grant Date. |
[Name of
Participant]:
I am
pleased to inform you that you have been granted [Non-Qualified/Incentive]
Options to purchase the number of shares of common stock of Sonic Corp. set
forth above at the per share exercise price set forth above.
Your
grant has been made under the Sonic Corp. 2006 Long-Term Incentive Plan (as it
may be amended from time to time, the “Plan”). Your options are
designated as [NQ for Non-Qualified Stock Options/either ISO for Incentive Stock
Options or NQ for Non-Qualified Stock Options], which are further defined in the
Plan. Your options are subject to the terms and conditions contained
in Schedule A attached to this Agreement and the Plan, both of which are made a
part of this Agreement. Schedule A and the Plan are available on
Sonic’s intranet site.
Sincerely,
Xxxxx
Xxxxxx
Chairman
& CEO
SCHEDULE
A
Sonic
Corp. 2006 Long-Term Incentive Plan
[Incentive/Non-Qualified]
Options
2006
Long-Term Incentive Plan (the “Plan”). The Options granted by this
Agreement are granted by Sonic Corp. (the “Company”) pursuant to the Plan, a
copy of which Plan has been made available to the Participant and is hereby made
a part of this Agreement. This Agreement is subject to and in all
respects limited and conditioned as provided in the Plan. The Plan governs these
Options, and, in the event of any question as to the construction of this
Agreement or of a conflict between the Plan and this Agreement, the Plan shall
govern, except as the Plan otherwise provides.
Period of
Option. The Options will
expire at the close of business seven years from the Date of Xxxxx (the
“Expiration Date”), as indicated on the Award Agreement, unless earlier
terminated.
Right of
Exercise. The Options shall
vest and become exercisable upon vesting, which shall occur at the rate of
one-third of the total amount of Options on each of the first three
anniversaries of the Grant Date (full vesting on the third anniversary of the
Grant Date). Once vested, the Options may be exercised at any time
prior to their expiration, cancellation or termination as provided in the
Plan. Partial exercise is permitted, provided that no partial
exercise of the Options shall be for a fractional number of Shares.
[Incentive
Stock Options Only: Incentive Stock Option Limitations. The aggregate
Fair Market Value of Stock with respect to which Incentive Stock Options granted
under the Plan are exercisable for the first time by a Participant during any
calendar year under the Plan and any other stock option plan of the Company (and
its parent and subsidiary corporations as those terms are used in Section 422 of
the Code) shall not exceed $100,000, which limit shall be applied by taking
Options into account in the order in which they are granted. Such
Fair Market Value shall be determined as of the date on which each such
Incentive Stock Option is granted. To the extent that the aggregate
Fair Market Value of Stock with respect to such Incentive Stock Option exceeds
$100,000, such Incentive Stock Option shall be treated as a Non-Qualified Stock
Option, but all other terms and provisions of such Incentive Stock Option shall
remain unchanged.]
Exercise
of Options. The Options
shall, during the lifetime of the Participant, be exercisable only by said
Participant, or by the Participant’s guardian or other legal representative, and
shall not be transferable by the Participant, in whole or in part, other than by
will or by the laws of descent and distribution. You may exercise
your Options, in whole or in part, by following the exercise procedures set
forth on the Company’s intranet site under the heading “Stock
Options.”
Payment
for Shares purchased upon exercise of an Option shall be made at the time of
exercise either (a) in cash, (b) by certified check, (c) in Stock
owned by the Participant and valued at its Fair Market Value on the date of
exercise, (d) partly in Stock with the balance in cash or by certified
check, (e) pursuant to a broker-assisted “cashless exercise” arrangement,
or (f) by any combination of the foregoing. Any payment in Stock
shall be effected by the delivery to the Company’s General Counsel’s office of
the appropriate stock certificates, endorsed in blank.
Restrictions
on Exercise. The
Options may not be exercised if such exercise would violate any provision of
applicable federal or state securities law, or other law, rule or regulation or
the Company’s employee trading policy or Code of Business Conduct.
Delivery
of Stock Upon Exercise. Stock purchased upon exercise of
Options shall be issued and delivered as soon as practicable following the date
the Options are exercised and shall be issued in the name of the Participant or,
in the event of the Participant’s death prior to exercise, the Participant’s
properly designated beneficiary.
Buyout. The
Company may at any time offer to buy out, for a payment in cash or Common Stock
(including restricted stock), Options previously granted, based on such terms
and conditions as the Company shall establish and communicate to the Participant
at the time that such offer is made.
Termination of Employment or
Service.
(1) Disability or
Death. In the event of termination of a Participant’s
employment or service to the Company by reason of such Participant’s Disability
or death, any outstanding Options held by such Participant shall become fully
vested as of the date of termination as to the total number of shares of Stock
subject thereto (whether or not exercisable to that extent prior to such date)
and the Participant or the Participant’s estate will have a period of three
years from the date of termination to exercise the Options (unless such Options
expire earlier by their terms).
(2) Retirement. In
the event of termination of a Participant’s employment or service to the Company
by reason of such Participant’s “Retirement,” as hereafter defined, the
Participant will have a period of three years from the effective date of the
Participant’s Retirement to exercise the Options (unless such Options expire
earlier by their terms) to the extent such Options were vested as of the
effective date of Retirement. Any options that are not exercisable on the
effective date of Retirement shall terminate. For purposes of
this Agreement, “Retirement” is defined as: (i) if the Participant is an
employee,
the Participant’s termination of employment with the Company after the
Participant has both reached the age of 65 and served as an employee of the
Company or any Subsidiary for ten consecutive years; and (ii) if the Participant
is a director, the Participant’s termination of service on the Board of
Directors of the Company after the Participant has both reached the age of 65
and provided ten consecutive years of service as a director of the
Company. In the event of termination of a Participant’s employment or
service to the Company by reason of such Participant’s retirement under
conditions not satisfying the definition of “Retirement” set forth above (but,
in the case of an employee, in accordance with an applicable retirement plan),
the Participant will have a period of three months from the effective date of
the Participant’s Retirement to exercise the Options (unless such Options expire
earlier by their terms) to the extent such Options were vested as of the
effective date of Retirement. Any options that are not exercisable on the
effective date of such retirement shall terminate.
(3) Other
Reasons. In the event of the termination of the Participant’s
employment or service otherwise than as described in Sections (1) and (2) above,
any outstanding Options held by such Participant may be exercised during the
30-day period following the date of termination to the extent such Options were
vested and not already exercised as of the date of termination. Any
options that are not exercisable on the date of the termination of the
Participant’s employment or service shall terminate. The Company
shall have discretion to determine (a) if an authorized leave of absence, or
absence in military or government service, shall constitute termination of
employment or service for purposes of the Plan, (b) whether a Participant has
ceased to be employed by or ceased service for the Company or any Subsidiary, as
appropriate, and (c) the effective date on which such employment or service
terminated.
No
Employment Rights. Nothing contained
in the Plan or any Options shall confer upon any Participant any right with
respect to the continuation of his employment by the Company or interfere in any
way with the right of the Company’s shareholders or the Board, subject to the
terms of any separate employment agreement to the contrary, at any time, to
terminate such tenure or employment or to increase or decrease the compensation
of the Participant from the rate in existence at the time of the grant of an
Option.
Taxes and
Withholding. Any exercise of a
Non-Qualified Stock Option is generally a taxable event, and if the Company
determines that any federal, state, or local withholding payment is required
relating to the exercise or sale of shares arising from this grant, the Company
shall have the right to require such payments from you, or withhold such amounts
from other payments due to you from the Company.
