Exhibit 10.34
FINANCIAL FEDERAL CORPORATION
REQUEST TO CONVERT AND IRREVOCABLY DEFER
RECEIPT OF VESTED RESTRICTED STOCK
As provided for in the Restricted Stock Agreement entered into by and
between Financial Federal Corporation, a Nevada corporation (the "Company")
and Xxxx X. Xxxxxxxxxx (the "Participant"), dated March 1, 2002 (the
"Agreement"), Participant hereby requests the Company to allow him to defer
the receipt of a number of common shares (specified below) of restricted
stock granted pursuant to the Agreement and the 2001 Management Incentive
Plan (the "MIP").
100,000 shares of Company restricted common stock were granted to
Participant pursuant to the Agreement and 12,500 shares of such grant are
scheduled to vest in 2003 (the "2003 Shares"). Participant is making this
request to defer receipt of a specified number of 2003 Shares entirely of
his own volition and Participant understands that the Company is under no
obligation to approve this request. Participant further understands that
he may only request deferral of the 2003 Shares for which he did not
previously file an Internal Revenue Code Section 83(b) election.
Participant understands that he must submit this properly completed and
signed form to the Company no later than 5:00 P.M. EST on February 28,
2003.
Provided that the Company's Executive Compensation And Stock Option
Committee of the Board of Directors (the "Committee") approves this
request, on the date that the 2003 Shares would otherwise vest, the number
of 2003 Shares that Participant has voluntarily elected to defer will not
be released to Participant from escrow but will instead be surrendered to
the Company (the "Deferral Date") and, in exchange, on the Deferral Date,
the Participant will receive a grant of stock units (equal in number to the
number of surrendered 2003 Shares) (the "Stock Units"). The Company will
credit the Stock Units to an unfunded deferred compensation account to be
maintained for Participant by the Company (the "Account").
The Company shall maintain the accounting for the Stock Units in
Participant's Account. The accounting value of each Stock Unit shall equal
the Fair Market Value (as such term is defined in the MIP) of a Company
common share. In the event that there is any adjustment to the Company's
Common Stock as provided under Section 8 in the MIP, then an appropriate
and similar adjustment shall be made to the Stock Units in the Account.
Dividends paid to Company stockholders, if any, shall result in an
appropriate credit to the Account or the Participant will receive a cash
payment reflecting the Participant's portion of the dividend. Participant
shall be a general unsecured creditor with respect to any Stock Units in
the Account. All Stock Units in the Account shall be paid out in full in
Company common shares to Participant pursuant to the date specified below.
Participant understands and agrees that if and when this request is
approved by the Committee, this election to defer receipt of the 2003
Shares and instead receive Stock Units (which will not be distributed until
the date specified below) is irrevocable. Participant also acknowledges
that he may wish to consult with his financial, legal and tax advisors in
connection with making this request and that Participant is entirely
responsible for satisfying all taxes and tax withholding related to the
Stock Units and 2003 Shares, in accordance with the withholding section of
the Agreements.
Participant understands and agrees that the Agreement shall continue
to remain in effect and that the Agreement shall govern the terms and
conditions applicable to the subject Stock Units and restricted stock grant
to the extent not inconsistent with this deferral election form.
Participant also agrees to timely execute and file with the Securities and
Exchange Commission a Form 4 reporting the disposition of deferred shares
and acquisition of Stock Units. Only those 2003 Shares that actually vest
and for which the Committee has approved Participant's request to defer
shall be eligible for conversion into Stock Units and crediting into the
Account.
I, the Participant, KNOWINGLY AND VOLUNTARILY AGREE TO ALL TERMS AND
CONDITIONS DESCRIBED IN THIS ELECTION FORM AND THE AGREEMENT and request
the Company to approve the following deferral of 2003 Shares:
[X] I, the Participant, voluntarily elect to forever waive and forego
receipt of 6,250 shares from Stock Grant 1 and all shares from Stock
Grant 2 of restricted stock otherwise scheduled to vest in 2003
pursuant to the Agreement and irrevocably elect to have such shares
converted into an equivalent number of Stock Units to be deposited
into the Account which the Company will maintain on my behalf until
such Stock Units are distributed to me in an equivalent number of
Company common shares on January 1, 2010.
COMPANY APPROVAL:
_____________________________ ____________________________
Xxxx X. Xxxxxxxxxx By:
Title:
Date: Date:
