XXXXX OF INCENTIVE STOCK OPTION
PURSUANT TO FIDELITY LEASING, INC.
1996-2 KEY EMPLOYEE STOCK OPTION PLAN
THIS AGREEMENT, made as of this 9th day of May, 1996, ("Date of Grant") by
and between XXXXXX X. XXXXX, XX., Xxxxxxx and XXXXXXXX XXXXXXX, INC. (together
with its successors or assigns hereinafter referred to as the "Company").
WHEREAS, the Board of Directors of Fidelity Leasing, Inc. (the "Board")
previously adopted, with subsequent stockholder approval, the Fidelity Leasing,
Inc. 1996-2 Key Employee Stock Option Plan (the "Plan");
WHEREAS, the Plan provides for the granting of incentive stock options by
a committee to be appointed by the Board (the "Committee") to eligible employees
of the Company to purchase, or to exercise certain rights with respect to,
shares of the Class A Common Stock of the Company, par value $.01 per share (the
"Stock"), in accordance with the terms and provisions thereof; and
WHEREAS, the Committee considers the Grantee to be a person who is
eligible for a grant of incentive stock options under the Plan, and has
determined that it would be in the best interest of the Company to grant the
incentive stock options on the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Grant of Option.
Subject to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Committee, hereby grants to the
Grantee, an option to purchase up to 60,000 shares of Stock at a price of
$0.2222 per share. Such option is hereinafter referred to as the "Option" and
the shares of stock purchasable upon exercise of the Option are hereinafter
sometimes referred to as the "Option Shares." The Option is intended by the
parties hereto to be, and shall be treated as, an incentive stock option (as
such term is defined under Section 422 of the Internal Revenue Code of 1986).
2. Installment Exercise.
Subject to such further limitations as are provided herein, the Option
shall become exercisable in four (4) installments, the Grantee having the right
hereunder to purchase from the Company the following number of Option Shares
upon exercise of the Option, on and after the following dates, in cumulative
fashion:
(i) on and after the first anniversary of the Date of Xxxxx, up to 25%
(ignoring fractional shares) of the total number of Option Shares;
(ii) on and after the second anniversary of the Date of Xxxxx, up to an
additional 25% (ignoring fractional shares) of the total number of Option
Shares; and
(iii) on and after the third anniversary of the Date of Xxxxx, up to an
additional 25% (ignoring fractional shares) of the total number of Option
Shares; and
(iv) on and after the fourth anniversary of the Date of Xxxxx, the
remaining Option Shares.
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3. Termination of Option.
(a) The Option and all rights hereunder with respect thereto, to the
extent such rights shall not have been exercised, shall terminate and become
null and void after the expiration of ten years from the Date of Grant (the
"Option Term").
(b) If employment of the Grantee by the Company is terminated,
unexercisable Options shall be terminated. Upon a termination of the Grantee's
employment by reason of disability, death, or retirement, the Option may be
exercised during the following periods, but only to the extent that the Option
was outstanding and exercisable on any such date of disability, death or
retirement: (i) the one-year period following the date of such termination of
the Grantee's employment in the case of a disability (within the meaning of
Section 422(e)(3) of the Code), (ii) the one-year period following the date of
issuance of letters testamentary or letters of administration to the executor or
administrator of a deceased Xxxxxxx, and (iii) the one-year period following the
date of such termination in the case of retirement on or after attainment of age
65, or in the case of disability other than as described in (i) above. In no
event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be
exercised by the Grantee's legal representative(s) (but only to the extent that
the Option would otherwise have been exercisable by the Grantee).
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(d) A transfer of the Grantee's employment between the Company and any
affiliate of the Company, or between any subsidiaries of the Company, shall not
be deemed to be a termination of the Grantee's employment.
(e) All rights of Grantee to exercise the Options shall be suspended
for a period of twelve (12) months immediately following the date upon which
Xxxxxxx receives a "hardship withdrawal" from a retirement plan qualifying under
Section 401(k) of the Code.
(f) Notwithstanding any other provisions set forth herein or in the
Plan, if the Grantee shall (i) commit any act of malfeasance or wrongdoing
affecting the Company or any subsidiary of the Company, (ii) breach any covenant
not to compete, or employment contract, with the Company or any subsidiary of
the Company, or (iii) engage in conduct that would warrant the Grantee's
discharge for cause (excluding general dissatisfaction with the performance of
the Grantee's duties, but including any act of disloyalty or any conduct clearly
tending to bring discredit upon the Company or any subsidiary of the Company),
any unexercised portion of the Option shall immediately terminate and be void.
4. Exercise of Options.
(a) The Grantee may exercise the Option with respect to all or any part
of the number of Option Shares then exercisable hereunder by giving the
Secretary of the Company written notice of intent to exercise. The notice of
exercise shall specify the number of Option Shares as to which the Option is to
be exercised and the date of exercise thereof.
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(b) Full payment (in U.S. dollars) by the Grantee of the option price
for the Option Shares purchased shall be made on or before the exercise date
specified in the notice of exercise in cash, or, with the prior written consent
of the Committee, in whole or in part through the surrender of previously
acquired shares of Stock at their Fair Market Value on the exercise date.
On the exercise date specified in the Grantee's notice or as soon
thereafter as is practicable, the Company shall cause to be delivered to the
Grantee, a certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued Stock or reacquired Stock, as the Company
may elect) upon full payment for such Option Shares. The obligation of the
Company to deliver Stock shall, however, be subject to the condition that if at
any time the Committee shall determine in its discretion that the listing,
registration or qualification of the Option or the Option Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance or purchase of
Stock thereunder, the Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
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(c) If the Grantee fails to pay for any of the Option Shares specified
in such notice or fails to accept delivery thereof, the Grantee's right to
purchase such Option Shares may be terminated by the Company, The date specified
in the Grantee's notice as the date of exercise shall be deemed the date of
exercise of the Option, provided that payment in full for the Option Shares to
be purchased upon such exercise shall have been received by such date.
5. Fair Market Value.
As used herein, the "Fair Market Value" of a share of Stock shall be
(i) if the Company is a public company whose Shares are traded on a stock
exchange, the closing price for the Shares on a given day or, if there is no
sale on such day, then the last sale price on the last previous date on which a
sale is reported or, if the Shares are traded other than on an exchange, the
arithmetic mean of the closing bid and ask sale prices for the Shares reported
by the NASDAQ on a given day or if there is no sale on such day, then the
arithmetic mean of such closing bid and ask sale prices on the last previous
date on which a sale is reported; (ii) if the Company is not a public company,
the greater of fully-diluted book value per share for the previous fiscal year
(or in the case of the Company's first fiscal year, $0.2222 per share) or ten
times after-tax earning per share for the last fiscal year ended prior to the
date of determination.
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6. No Rights of Stockholders.
Neither the Grantee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of the Company with
respect to any shares of Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.
7. Non-Transferability of Option.
During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or any guardian or legal representative of the
Grantee, and the Option shall not be transferable except, in the case of the
death of the Grantee, by will or the laws of descent and distribution, nor shall
the Option be subject to attachment, execution or other similar process. In no
event of (a) any attempt by the Grantee to alienate, assign, pledge, hypothecate
or otherwise dispose of the Option, except as provided for herein, or (b) the
levy of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the Grantee
and it shall thereupon become null and void.
8. Employment Not Affected.
The granting of the Option nor its exercise shall not be construed as
granting to the Grantee any right with respect to continuance of employment of
the Company. Except as may otherwise be limited by a written agreement between
the Company and the Grantee, the right of the Company to terminate at will the
Grantee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by the Company, or the
employing subsidiary (whichever the case may be), and acknowledged by the
Grantee.
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9. Amendment of Option.
The Option may be amended by the Board or the Committee at any time (i)
if the Board or the Committee determines, in its sole discretion, that amendment
is necessary or advisable in the light of any addition to or change in the
Internal Revenue Code of 1986 or in the regulations issued thereunder, or any
federal or state securities law or other law or regulation, which change occurs
after the Date of Grant and by its terms applies to the Option or (ii) other
than in the circumstances described in clause (i), with the written consent of
the Grantee.
10. Notice.
Any notice to the Company provided for in this instrument shall be
addressed to it in care of its Secretary at its executive offices at 0000 Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and any notice to the
Grantee shall be addressed to the Grantee at the current address shown on the
payroll records of the Employer. Any notice shall be deemed to be duly given if
and when properly addressed and posted by registered or certified mail, postage
prepaid.
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11. Incorporation of Plan by Reference.
The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all respects
be interpreted in accordance with the Plan. The Committee shall interpret and
construe the Plan and this instrument, and its interpretations and
determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.
12. Governing Law.
The validity, constructions, interpretation and effect of this
instrument shall exclusively be governed by and determined in accordance with
the law of the Commonwealth of Pennsylvania, except to the extent preempted by
federal law, which shall to the extent govern.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute and attest this Grant of Incentive Stock Option, and to apply the
corporate seal hereto, and the Grantee has placed his or her signature hereon,
effective as of the Date of Xxxxx.
FIDELITY LEASING, INC.
By:________________________________
President
Attest:____________________________
Secretary
ACCEPTED AND AGREED TO:
By:________________________________
Xxxxxx X. Xxxxx, Xx., Xxxxxxx
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