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EXHIBIT 10.11
Associates First Capital Corporation
Incentive Compensation Plan
Stock Option Award Agreement - 1999
You have been selected to become a Participant in the Associates First Capital
Corporation Incentive Compensation Plan (the "Plan") for 1999, through this
grant of a nonqualified stock option (the "Stock Option" or "Option") as
specified below:
PARTICIPANT:
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ADDRESS:
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OPTION NO.:
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DATE OF XXXXX:
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NUMBER OF SHARES COVERED BY THIS AGREEMENT:
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OPTION PRICE:
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DATE OF EXPIRATION:
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Except as hereinafter provided, you may exercise this Option in accordance with
the following vesting schedule:
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Percentage Number of Shares Available Cumulative Number of Shares
Date Exercisable for Purchase as of this Date* Available for Purchase*
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331/3% _______________Shares _______________Shares
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662/3% _______________Shares _______________Shares**
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100% _______________Shares _______________Shares**
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THIS AGREEMENT, effective as of the Date of Grant set forth above,
represents the grant of an Option to purchase shares of the Class A Common Stock
("Shares") of Associates First Capital Corporation, a Delaware corporation (the
"Company"), to the Participant named above, pursuant to the provisions of the
Plan.
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* Number of Shares may reflect rounding to extent necessary to
avoid fractional Shares.
** Numbers listed assume no exercise has yet occurred under this
Option.
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The Plan provides a description of certain terms and conditions
governing the Option. In the event of any inconsistency between the terms of
this Agreement and the terms of the Plan, the Plan's terms shall completely
supersede and replace the conflicting terms of this Agreement. All capitalized
terms shall have the meanings ascribed to them in the Plan, unless specifically
set forth otherwise herein. The parties hereto agree as follows:
1. GRANT OF STOCK OPTION. The Participant is hereby granted an Option to
purchase the number of Shares set forth above, at the stated Option
Price (as set forth on page 1 of this Agreement), which is 100 percent
of the Fair Market Value of a Share on the Date of Grant, in the manner
and subject to the applicable terms and conditions of the Plan and this
Agreement.
2. EXERCISE OF STOCK OPTION. Except as otherwise provided in this
Agreement, the Participant may exercise this Option as provided in
Section 3 of this Agreement and according to the vesting schedule set
forth on page 1 of this Agreement, provided that no exercise may occur
prior to the end of one (1) year following the Date of Grant or
subsequent to the close of business on the Date of Expiration (as set
forth on page 1 of this Agreement).
This Option may be exercised in whole or in part, but not for less than
25 Shares at any one time, unless fewer than 25 Shares then remain
subject to the Option, and the Option is then being exercised as to all
such remaining Shares. The Option may be exercised only for full
Shares; no Option is exercisable for fractional Shares.
3. PROCEDURE FOR EXERCISE OF OPTION. Exercise of this Option may be
initiated on any business day by delivery of a notice of exercise (on
such form as may be specified and provided by the Company or its
designee) (the "Notice of Exercise") to the Company or its designee, or
by such other method as the Company specifies. The Company may at any
time change the time and/or manner in which the Option may be
exercised.
(a) Payment of Option Price: The Option Price shall be payable (i)
in cash in the form of currency or check or other cash
equivalent acceptable to the Company; (ii) by tendering
previously acquired, nonforfeitable, nonrestricted Shares
(provided that any Shares so tendered must have been owned by
the Participant for at least six months prior to their
tender); or (iii) by a combination of the foregoing methods.
The requirement of payment in cash may be satisfied through a
"cashless exercise" as described in Section 3(b).
(b) Cashless Exercise: A Participant may direct, through the
Company's designee or in such other manner as the Company may
specify from time to time, a broker that is a member of the
National Association of Securities Dealers, Inc. to sell a
sufficient number of the Shares being purchased pursuant to
the exercise so that the net proceeds of the sale transaction
will at least equal the aggregate Option Price, plus interest
(if any) at the applicable federal rate (as "applicable
federal rate" is defined in Section 1274 of the Code) for the
period from the date of exercise to the date of payment, and
to deliver the aggregate Option Price, plus
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such interest (if any), to the Company not later than the date
on which the sale transaction will settle in the ordinary
course of business (such a broker-assisted transaction to be
referred to herein as a "cashless exercise").
(c) Share Price: Any Share purchased (and sold, in the case of a
cashless exercise) pursuant to exercise of the Option shall be
valued on the basis of such Share's fair market value as of
the date on which exercise of the Option is completed (or, if
exercise of the Option is completed over a period of more than
one day, on the basis of the average fair market value during
such period). Any Share tendered by the Participant in payment
of all or any part of the Option Price shall be valued on the
basis of such Share's fair market value as of the date on
which such Share is exchanged in order to effectuate exercise
of the Option.
(d) Delivery to Participant: As soon as practicable following the
date on which the purchase (and sale, in the case of a
cashless exercise) of Shares pursuant to the Option will
settle in the ordinary course of business, the Company shall
cause, in accordance with the Participant's election and in
any case net of transaction fees (if any) and tax withholding
(if applicable pursuant to Section 3(e)), the following to
occur:
(i) Certificates for the Shares purchased to be delivered
to the Participant;
(ii) The number of Shares purchased to be credited to a
brokerage account specified by the Participant on the
Notice of Exercise; or
(iii) In the event of a cashless exercise, any proceeds of
the sale transaction remaining after delivery to the
Company of the aggregate Option Price (plus any
interest, as described in Section 3(b)) to be
delivered to the Participant in the manner specified
by the Participant on the Notice of Exercise.
If a Participant elects either (i) or (ii), to the extent such
Participant has elected a cashless exercise of the Option, the
number of Shares subject to this Section 3(d) shall be only
the number of Shares remaining after the sale transaction
described in Section 3(b).
(e) Withholding: If the Company is required by law to withhold
any federal, state, local or foreign taxes in connection with
exercise of an Option, the Participant shall either (i) pay
such taxes, in addition to the Option Price, in conjunction
with electing exercise of the Option or (ii) elect either (A)
to have such taxes withheld from any cash payment of proceeds
pursuant to a cashless exercise or (B) to satisfy all or any
part of any such withholding obligation by surrendering to the
Company (either directly or through its designee) a portion of
the Shares issued or transferred to the Participant pursuant
to exercise of the Option. To the extent that a Participant
elects to meet any withholding obligation by surrendering
Shares, the Shares so surrendered shall be credited against
any such withholding obligation at the fair market value per
Share on the date of such surrender; provided,
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however, if the Participant is subject to Section 16 of the
Exchange Act, such election shall be subject to approval by
the Committee if such approval is then required by Rule 16b-3
of the General Rules and Regulations promulgated under the
Exchange Act. All withholding elections shall be irrevocable.
4. TERMINATION OF EMPLOYMENT.
(a) By Retirement, Disability or death: In the event of a
Participant's termination of employment due to Retirement,
Disability or death ("Retirement" and "Disability" as
hereinafter defined), the Option shall continue in effect and
shall become fully vested and exercisable during the
applicable periods in accordance with the provisions hereof.
For purposes of this Agreement, termination of a Participant's
employment due to "Retirement" shall mean a voluntary
termination of employment with the Company on or after such
date as the Participant is eligible for a pension under the
Company's defined benefit pension plan as then in effect. The
term "Disability" when used herein shall mean complete and
total disability as determined under the Company's long-term
disability plan as in effect at the time of such
determination. In the event of the Participant's death prior
to exercise of this Option in whole, the beneficiary
designated or deemed to be designated pursuant to Section 8
hereof or, if such beneficiary is an estate, the executor or
administrator of the estate or the person or persons to whom
the Option shall have been validly transferred by the executor
or the administrator pursuant to will or the laws of descent
and distribution, shall have the right to exercise the Option,
when vested, in accordance with the provisions hereof.
(b) By termination for Cause or resignation: In the event of the
resignation of employment by the Participant or termination of
the Participant's employment by the Company for Cause (as
hereinafter defined), the Option shall be forfeited effective
as of the date of such resignation or termination, and the
Participant's right to exercise this Option shall cease. For
purposes of this Agreement, a termination by the Company for
"Cause" shall mean a termination resulting from (a) action by
the Participant involving willful malfeasance, (b) the
Participant's unreasonable neglect or refusal to perform such
Participant's duties for the Company, (c) the Participant
being convicted of a felony, (d) the Participant engaging in
any activity that is directly or indirectly in competition
with the Company or any affiliate or in any activity that is
inimical to the best interests of the Company or any
affiliate, or (e) the Participant's violation of Company
policy covering standards of corporate conduct. If the Company
terminates the Participant's employment for Cause, all of the
Company's obligations under this Agreement shall thereupon
cease and terminate.
(c) By termination other than for Cause: In the event of a
termination of the Participant's employment for reasons other
than Retirement, Disability, death, termination by the Company
for Cause or resignation, the portion of the Option that is
vested as of the date of termination of active employment may
be exercised to the extent permitted under the provisions
hereof until the earlier of (i) the Date
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of Expiration (as set forth on page 1 of this Agreement) or
(ii) the close of business on the 90th day following the date
of termination of employment. No other rights under this
Agreement shall continue in effect or continue to accrue from
the date of termination forward.
5. EFFECT OF COMPETITIVE ACTIVITY OR INIMICAL CONDUCT.
(a) Anything contained herein to the contrary notwithstanding, the
right of the Participant to exercise the Option shall remain
effective only if, during the entire period from the Date of
Grant (as set forth on page 1 of this Agreement) to the date
of such exercise, the Participant shall have earned the Option
by refraining from engaging in any activity that is directly
or indirectly in competition with any activity of the Company
or any Company Subsidiary (as hereinafter defined) or
affiliate thereof. The term "Company Subsidiary" when used
herein shall mean any corporation a majority of the voting
stock of which is owned directly or indirectly by the Company.
(b) In the event of the Participant's nonfulfillment of the
condition set forth in Section 5(a), the Participant's right
to exercise such Option shall cease; provided, however, that
the nonfulfillment of such condition may at any time be waived
by the Committee upon its determination, in its sole judgment,
that there shall not have been and will not be any substantial
adverse effect upon the Company or any Company Subsidiary or
affiliate thereof by reason of the nonfulfillment of such
condition.
(c) The right of the Participant to exercise the Option shall
cease on and as of the date on which it has been determined by
the Committee that the Participant at any time acted in a
manner inimical to the best interests of the Company or any
Company Subsidiary or affiliate thereof. Conduct that
constitutes engaging in an activity that is directly or
indirectly in competition with any activity of the Company or
any Company Subsidiary or affiliate thereof shall be governed
by Sections 5(a) and 5(b) and shall not be subject to any
determination under this Section 5(c).
6. RESTRICTIONS ON EXERCISE AND TRANSFER. This Option (a) shall be
exercisable during the Participant's lifetime only by the Participant
or, in the event of the Participant's legal incapacity, by the
Participant's legal guardian or representative acting in a fiduciary
capacity on behalf of the Participant under state law and court
supervision, and (b) may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws
of descent and distribution.
7. RECAPITALIZATION. In the event of any change in capitalization of the
Company (such as a stock split, stock dividend or combination of
shares), corporate transaction (such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or
property of the Company), reorganization (whether or not such
reorganization comes within the definition of such term in Code Section
368) or partial or complete liquidation of the Company, an adjustment
may be made in the number and class of Shares subject to
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this Option, as well as the Option Price, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to
reflect such change in capitalization, corporate transaction,
reorganization or partial or complete liquidation.
8. BENEFICIARY DESIGNATION. The Participant may designate a beneficiary or
beneficiaries (who may be named contingently or successively) who, in
the event of the Participant's death prior to exercise of this Option
in whole, shall be entitled to exercise any unexercised portion of the
Option. Any such beneficiary designation shall be made by the
Participant in writing (on the appropriate form as provided by the
Company) and shall automatically revoke all prior designations by the
Participant. The Participant may, at any time and from time to time,
change or revoke such designation. A beneficiary designation, or
revocation of a prior beneficiary designation, shall be effective only
if it is signed by the Participant and received by the Company prior to
the Participant's death. If the Participant does not designate a
beneficiary or all beneficiaries die prior to exercise of any
unexercised portion of the Option, the Participant's estate shall be
deemed to be the beneficiary. If a beneficiary dies after having
exercised at least a portion of the Option, the beneficiary's estate
shall be deemed to be the beneficiary of any remaining unexercised
portion of the Option.
9. RIGHTS AS A STOCKHOLDER. The Participant shall have no rights as a
stockholder of the Company with respect to the Shares subject to this
Agreement until such time as the Option Price has been paid and the
Shares have been issued and delivered to him or her.
10. NO RIGHT OF EMPLOYMENT. Nothing in this Agreement shall interfere with
or limit in any way the right of the Company to terminate the
employment of the Participant at any time, with or without reason; nor
shall anything in this Agreement be deemed to create or confer upon the
Participant or any other individual any rights to employment of any
kind or nature whatsoever for any period of time or at any particular
rate of compensation, including, without limitation, any right to
continue in the employ of the Company.
11. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws or other
applicable securities laws; provided, however, notwithstanding any
other provision of this Agreement, the Option shall not be exercisable
if the exercise thereof would result in a violation of any such law.
The Committee may impose such restrictions, including restrictions on
transferability, on any Shares acquired pursuant to the exercise of
this Option as the Committee may deem advisable, including, without
limitation, restrictions under United States federal securities laws or
other applicable securities laws, under the requirements of any
securities exchange or market upon which such Shares are then listed
and/or traded and/or under any blue sky or state securities laws
applicable to Shares.
12. MISCELLANEOUS.
(a) This Agreement and the rights of the Participant hereunder are
subject to all the terms and conditions of the Plan, as the
same may be amended from time to time, as well as to such
rules and regulations as the Committee may adopt for
administration of the Plan. It is expressly understood that
the Committee is authorized to administer, construe and make
all determinations necessary or
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appropriate to the administration of the Plan and this
Agreement, all of which shall be binding upon the Participant.
(b) Pursuant to the terms of the Plan, (i) the Board may at any
time, and from time to time, in its sole discretion alter,
amend, suspend or terminate the Plan in whole or in part for
any reason or for no reason, and (ii) the Committee may make
adjustments to this Option and Agreement in recognition of
unusual or nonrecurring events affecting the Company or the
financial statements of the Company and/or changes in
applicable laws, regulations or accounting principles whenever
the Committee determines that such adjustments are
appropriate; provided, however, that no alteration, amendment,
suspension or termination of the Plan shall adversely affect
in any material way the Participant's vested rights under this
Agreement without the written consent of the Participant.
Notwithstanding the foregoing, the Committee may modify,
without the Participant's consent, this Option and Agreement
to recognize differences in local law, tax policy or custom if
the Participant is a foreign national or employed outside the
United States.
(c) The Participant agrees to take all steps necessary to comply
with all applicable provisions of federal and state securities
law and other applicable securities laws in exercising his or
her rights under this Agreement.
(d) This Agreement shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
(e) All obligations of the Company under the Plan and this
Agreement, with respect to this Option, shall be binding on
any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.
(f) To the extent not preempted by United States federal law or
other comparable law, this Agreement shall be construed in
accordance with and governed by the laws of the State of
Texas.
(g) The grant of the Option to the Participant is completely
discretionary. Neither the Participant nor any other
individual shall have any right to be selected to receive a
grant under the Plan or, having been so selected, to be
selected to receive a future grant; nor shall anything in this
Agreement create or confer, or be deemed to create or confer,
upon any Employee or other individual any such right.
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IN WITNESS WHEREOF, this Agreement is executed effective as of the Date
of Xxxxx.
ASSOCIATES FIRST CAPITAL CORPORATION
By:
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Xxxxxxx X. XxXxxx, Executive Vice President
The undersigned Participant hereby acknowledges receipt of this Agreement and
accepts the Option subject to the applicable terms and conditions set forth
herein and in the Plan.
Participant's Signature: Date:
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Note: Please sign the Agreement, make a copy for your records, and return the
original to:
Compensation Committee
c/o Xxxx X. Xxx
Associates First Capital Corporation
P.O. Box 660237
Dallas, TX 75266-0237
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