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 2~ (the "Option
Agreement") by and between Xxxxxx Lease Finance Corporation (the "Corporation")
and 1~ ("Optionee") evidencing the stock option (the "Option") granted on such
date to Optionee under the terms of the Corporation's 1996 Stock Option/Stock
Issuance Plan, and such provisions shall be effective immediately. All
capitalized terms in this Addendum, to the extent not otherwise defined herein,
shall have the meanings assigned to them in the Option Agreement.
LIMITED STOCK APPRECIATION RIGHT
1. Optionee is hereby granted a limited stock appreciation
right in tandem with the Option, exercisable upon the terms set forth below:
(i) Should a Hostile Take-Over occur at any time
after the Option has been outstanding for a period of at least six (6)
months measured from the Effective Date of this Addendum indicated
below, then Optionee shall have the unconditional right (exercisable
during the thirty (30)-day period following such Hostile Take-Over) to
surrender the Option to the Corporation, to the extent the Option is at
the time exercisable for vested shares of Common Stock. In return for
the surrendered Option, Optionee shall receive a cash distribution from
the Corporation in an amount equal to the excess of (A) the Take-Over
Price of the shares of Common Stock which are at the time vested under
the surrendered Option (or surrendered portion) over (B) the aggregate
Exercise Price payable for such shares.
(ii) To exercise this limited stock appreciation
right, Optionee must, during the applicable thirty (30)-day exercise
period, provide the Corporation with written notice of the option
surrender in which there is specified the number of Option Shares as to
which the Option is being surrendered. Such notice must be accompanied
by the return of Optionee's copy of the Option Agreement, together with
any written amendments to such Agreement. The cash distribution shall
be paid to Optionee within five (5) days following such delivery date,
and neither the approval of the Plan Administrator nor the consent of
the Board shall be required in connection with such option surrender
and cash distribution. Upon receipt of such cash distribution, the
Option shall be cancelled with respect to the Option Shares for which
the Option has been surrendered, and Optionee shall cease to have any
further right to acquire those Option Shares under the Option
Agreement. The Option shall, however, remain outstanding and
exercisable for the
balance of the Option Shares (if any) in accordance with the terms of
the Option Agreement, and the Corporation shall issue a new stock
option agreement (substantially in the same form of the surrendered
Option Agreement) for those remaining Option Shares.
(iii) In no event may this limited stock appreciation
right be exercised when there is not a positive spread between the Fair
Market Value of the Option Shares and the aggregate Exercise Price
payable for such shares. This limited stock appreciation right shall in
all events terminate upon the expiration or sooner termination of the
option term and may not be assigned or transferred by Optionee.
2. For purposes of this Addendum, the following definitions
shall be in effect:
(i) A Hostile Take-Over shall be deemed to occur in the
event (A) any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation)
directly or indirectly acquires beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding securities
pursuant to a tender or exchange offer made directly to the
Corporation's stockholders which the Board does not recommend such
stockholders to accept, and (B) more than fifty percent (50%) of the
securities so acquired in such tender or exchange offer are accepted
from holders other than the officers and directors of the Corporation
subject to the short-swing profit restrictions of Section 16 of the
Securities Exchange Act of 1934, as amended.
(ii) The Take-Over Price per share shall be deemed to be
equal to the greater of (A) the Fair Market Value per Option Share on
the option surrender date or (B) the highest reported price per share
of Common Stock paid by the tender offeror in effecting the Hostile
Take-Over. However, if the surrendered Option is designated as an
Incentive Option in the Grant Notice, then the Take-Over Price shall
not exceed the clause (A) price per share.
2.
IN WITNESS WHEREOF, Xxxxxx Lease Finance 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.
XXXXXX LEASE FINANCE CORPORATION
By:
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Title:
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1~, OPTIONEE
EFFECTIVE DATE: , 199
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3.
