EXHIBIT 4.6
CROSS-CONTINENT AUTO RETAILERS, INC.
FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement (the "Agreement") dated this _____ day of
________, 199_, between Cross-Continent Auto Retailers, Inc., a Delaware
corporation (the "Company"), and _______________ (the "Optionee").
The Board of Directors of the Company has adopted the Company's
Amended and Restated 1996 Stock Option Plan (the "Plan") for the purpose of
attracting and retaining employees (including officers), directors and
independent contractors of the Company, or any Subsidiary or Affiliate.
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.
In consideration of the premises and the mutual agreements set forth
below, the parties hereto agree as follows:
1. Grant of Option; Exercise Price. Pursuant to the provisions of the
Plan, the Company hereby grants to the Optionee as of ______________ __, 199_
(the "Grant Date"), subject to the terms and conditions of the Plan and subject
further 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
________ shares (the "Shares") of the common stock, par value $.01 per share, of
the Company (the "Common Stock") at a purchase price of $____ per Share (the
"Exercise Price"), such Option to be exercisable as hereinafter provided.
2. Type of Option. [The Option is a non-qualified stock option. It 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").][The Option is
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 the tenth anniversary of
the Grant Date (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 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
and the Plan regarding
the exercisability of the Option, the Option may be exercised in whole or in
part at any time or from time to time after the date of this Agreement 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,
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 from the Optionee by the
Company or (B) sold by a broker-dealer and the proceeds therefrom assigned to
the Company in accordance with applicable law, 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 Administrator 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. If 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"), the
Option, to the extent not previously exercised, shall expire and no longer be
exercisable, whether or not vested, upon the cessation of the Service.
(b) Death. In the event of the death of the Optionee while in Service
or at any time after cessation of Service (provided that the Option shall not
have been earlier cancelled pursuant to subparagraph (a) above), the Option
shall be exercisable at any time or from time to time prior to the Expiration
Date by the Beneficiaries of the Optionee.
8. Adjustments. In the event that the Administrator shall determine, in
its sole discretion, 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, license arrangement, strategic alliance
or other similar corporate transaction or event affects the Shares such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of the Optionee under the Plan, then the Administrator 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 Options, (ii) the number and kind of Shares issued or issuable
in respect of outstanding Options, and (iii) the Exercise Price relating to any
Option.
-2-
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 the Plan or 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.
11. Compliance With Legal and Exchange Requirements. The Plan, the
granting and exercising of Options thereunder, the delivery of Shares upon the
exercise of the Option and the other obligations of the Company under the Plan
and 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. Change in Control Provisions. In the event of a Change in Control, the
Option shall become fully exercisable and vested, whether or not theretofore
vested and exercisable.
13. Optionee Bound by Plan. The Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
-3-
20. Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Administrator 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.
For the Plan Administrator
By:
--------------------------------------
Name:
Title:
-------------------------------
Optionee
-4-
