EXHIBIT 4.7
CROSS-CONTINENT AUTO RETAILERS, INC.
STOCK OPTION AGREEMENT
Stock Option Agreement (the "Agreement") dated this 23/rd/ day of December,
1996, between Cross-Continent Auto Retailers, Inc., a Delaware corporation (the
"Company"), and Xxxx X. Xxxxx (the "Optionee").
On September 3, 1996, the Board of Directors of the Company adopted a
resolution granting to the Optionee a stock option for 130,308 shares.
The Optionee is an employee of the Company.
Capitalized terms used herein that are not otherwise defined have the same
meanings as set forth in the Plan.
1. Grant of Option; Exercise Price. The Company hereby grants to the Optionee
subject to the terms and conditions herein set forth, the right and option to
purchase (the "Option") from the Company all or any part of an aggregate of
130,308 shares (the "Shares") of the common stock, par value $.01 per share, of
the Company (the "Common Stock") at a purchase price of $14.00 per Share (the
"Exercise Price"), such Option to be exercisable as hereinafter provided.
2. Type of Option. The Option is not eligible to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
3. Expiration Date. The Option shall expire on September 3, 2006 (the
"Expiration Date"), unless earlier terminated in accordance with Paragraph 7.
4. Nontransferability. The Option and any other rights granted hereunder shall
not be transferable or assignable by the Optionee (whether by operation of law
or otherwise) except by will or the laws of descent and distribution or, if then
permitted under Rule 16b-3, pursuant to a qualified domestic relations order as
defined under the Code or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder, and shall be exercisable during
the lifetime of the Optionee only by the Optionee or his guardian or legal
representative, nor shall the Option or any other rights granted hereunder be
subject to execution, attachment or any similar process. Upon any attempt to
transfer, pledge, assign or otherwise dispose of the Option or of such rights
contrary to the provisions hereof or of the Plan, or upon any levy of attachment
or similar process upon the Option or such rights, the Option and such rights
shall, at the election of the Company, become null and void.
5. Exercise of Option. (a) Subject to the other terms of this Agreement
regarding the exercisability of the Option, the Option may be exercised in whole
or in part at any time or times after December 23, 1996 and prior to the
Expiration Date. Shares issued upon a partial exercise of the Option shall be
deducted from the number of Shares issuable upon any subsequent exercise of the
Option. The Option shall be void and of no effect after the Expiration Date.
(b) The Option may be exercised, at any time, or from time to time, to the
extent of any or all full Shares as to which the Option has become exercisable,
by giving written notice of such
exercise (the "Notice of Exercise") to the Company's Secretary and paying an
amount equal to the Exercise Price multiplied by the number of Shares being
purchased pursuant to the Option (the "Total Exercise Price") (i) in United
States dollars in cash or by check, bank draft or money order payable to the
order of the Company, (ii) through the delivery to the Company of shares of
Common Stock already owned by the Optionee with an aggregate Fair Market Value
on the date of exercise equal to the Total Exercise Price, (iii) by having
Shares with an aggregate Fair Market Value on the date of exercise equal to the
Total Exercise Price (A) withheld by the Company or (B) sold by a broker-dealer
under circumstances meeting the requirements of 12 C.F.R. (S)220 or any
successor thereof, or (iv) by any combination of the above methods of payment.
Further, the Optionee may not purchase fewer than 100 Shares at any one time
unless the number purchased at such time is the total number of Shares then
exercisable.
6. Taxes. The Company or any Subsidiary or Affiliate is authorized to
withhold from any payment relating to the Option (including from a distribution
of Shares) or any other payment to the Optionee, amounts of withholding and
other taxes due in connection with any transaction involving the Option, and to
take such other action as the Committee may deem advisable to enable the Company
or such Subsidiary or Affiliate and the Optionee to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to the Option.
This authority shall include authority to withhold or receive Shares or other
property and to make cash payments in respect thereof in satisfaction of the
Optionee's tax obligations.
7. Termination of Employment, etc. (a) General Rule. The fact that the
Optionee ceases to be (i) in the employ of, (ii) a director of, or (iii) engaged
in an independent contractor relationship with, the Company or any Subsidiary or
Affiliate (or a company or a parent or subsidiary company of such company
issuing or assuming the Option in a transaction to which Section 424(a) of the
Code applies) (each of (i), (ii) and (iii) and, collectively, "Service"), shall
not affect or limit in any way the Optionee's rights to exercise the Option at
any time prior to the Expiration Date.
(b) Death. In the event of the death of the Optionee, the Option
shall be exercisable prior to the Expiration Date and not later than one year
after his death by the personal representative of the Optionee or the person,
persons, trust or trusts entitled by will or the applicable laws of descent and
distribution to receive an interest in the Option, to the extent of their
interests in the Option.
8. Adjustments. In the event that any dividend or other distribution (whether
in the form of cash, shares of Common Stock, or other property),
recapitalization, stock split, reverse split, any reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, or other
similar corporate transaction or event affects the Shares such that an
adjustment is necessary or appropriate in order to prevent dilution or
enlargement of the rights of the Optionee under the Option, then the Committee
shall make such equitable changes or adjustments as it deems necessary or
appropriate to any or all of (i) the number and kind of Shares which may
thereafter be issued in connection with the Option, and (ii) the Exercise Price.
9. No Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to any Shares subject to the Option prior to the date
of issuance to the Optionee of a certificate or certificates for such Shares.
10. No Right to Continued Employment. Nothing in the Plan or in the Option or
this Agreement shall confer upon the Optionee the right to continue or to be
entitled to any remuneration or benefits not set forth in this Agreement or to
interfere with or limit in any way the right of the Company or any Subsidiary or
Affiliate to terminate the Optionee's Service.
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11. Compliance With Legal and Exchange Requirements. The granting and
exercising of Options hereunder, the delivery of Shares upon the exercise of the
Option and the other obligations of the Company under this Agreement shall be
subject to all applicable federal and state laws, rules and regulations, and to
such approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Shares
under the Option until completion of such stock exchange listing or registration
or qualification of such Shares or other required action under any state,
federal or foreign law, rule or regulation as the Company may consider
appropriate, and may require the Optionee to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Shares in compliance with applicable laws, rules and
regulations.
12. Notices. All notices or any other communications hereunder shall be in
writing and delivered personally or by registered or certified mail or overnight
courier, addressed, if to the Company, to Cross-Continent Auto Retailers, Inc.,
X.X. Xxx 000, Xxxxxxxx, Xxxxx 00000. Attention: Secretary, and if to the
Optionee, to the Optionee's last mailing address known to the Company, subject
to the right of either party to designate at any time hereafter in writing some
other address.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
conflict of laws principles thereof.
14. No Assignment. Neither this Agreement nor any of the rights or obligations
of the Optionee hereunder may be transferred or assigned by the Optionee except
as set forth in paragraph 4 hereof.
15. Benefits. This Agreement shall be binding upon and inure to the benefit of
the parties hereto. This Agreement is for the sole benefit of the parties
hereto and not for the benefit of any other party.
16. Severability. If any provision of this Agreement shall be determined to be
illegal and unenforceable by any court of law, the remaining provisions shall be
severable and enforceable in accordance with their terms.
17. Amendments. No modification, amendment or waiver of any provision of this
Agreement shall be effective unless it is in writing and signed by the parties
hereto.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
any of the Chairman, the Senior Vice Chairman, a Senior Vice President or a Vice
President of the Company as of the day and year first above written.
CROSS-CONTINENT AUTO RETAILERS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Senior Vice Chairman
/s/ Xxxx X. Xxxxx
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Optionee
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