Exhibit 10.2
FINANCIAL FEDERAL CORPORATION
2006 STOCK INCENTIVE PLAN
STOCK UNIT AGREEMENT
Financial Federal Corporation, a Nevada corporation
(the "Company"), hereby awards Stock Units ("Units") to the
Participant named below. The terms and conditions of the Award
are set forth in this cover sheet and the attached Stock Unit
Agreement and in the 2006 Stock Incentive Plan (the "Plan").
Date of Award: _____________
Name of Participant: __________________
Number of Shares of Common Stock Subject to the Award: ______
By signing this cover sheet, you agree to all
of the terms and conditions described in the
attached Stock Unit Agreement and in the Plan.
You are also acknowledging receipt of this
Agreement and copies of the Plan and the
Plan's Prospectus.
Also please note that, by accepting this
Award, you are agreeing that your Restricted
Stock Agreement dated February 22, 2006, shall
be amended as set forth in the attached Stock
Unit Agreement.
Date: _____________
Company: Participant:
By:
Xxxxxx X. Xxxxx _____________
Senior Vice President and
Chief Financial Officer
By:
Xxxx X. Xxxxxxx
Senior Vice President and Secretary
Attachment
FINANCIAL FEDERAL CORPORATION
2006 STOCK INCENTIVE PLAN
STOCK UNIT AGREEMENT
The Plan and The text of the Plan is incorporated in this
Other Agreement by this reference. You and the Company
Agreements agree to execute such further instruments and to
take such further action as may reasonably be
necessary to carry out the intent of this
Agreement. Unless otherwise defined in this
Agreement, certain capitalized terms used in this
Agreement are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Company regarding
this Award of Stock Units. Any prior agreements,
commitments or negotiations are superseded.
Award of The Company awards you Stock Units with respect to
Stock Units the number of shares of Common Stock shown on the
cover sheet of this Agreement. The Award is
subject to the terms and conditions of this
Agreement and the Plan. This Award is intended to
satisfy the requirements of section 409A of the
Code ("Section 409A") and will be interpreted
accordingly.
Vesting and Except as otherwise provided in this Agreement, so
Payment long as you continuously are employed by the
Events Company, you will receive delivery as to all of the
number of your Shares subject to your Stock Units
on the earlier of:
(a) six months after the date of your
separation from service with the Company for
any reason (other than if your employment was
terminated by the Company for Cause) provided
such termination occurs on or after your
"Vesting Date," which shall be ____________
____;
(b) the date of your death;
(c) the date of your Disability (provided you
become "disabled" within the meaning of
Section 409A and such Disability occurs before
you separate from service); or
(d) the date of a Change In Control (provided
such Change In Control is an event described
in Section 409A(a)(2)(A)(v) and such Change In
Control occurs either before you separate from
Service or on or after your Vesting Date).
However, your Stock Units will become vested, and
the Shares subject to your Stock Units will be paid
upon your separation from service with the Company
(except as provided in the next sentence), on a pro-
rata basis in the event of termination of
employment by the Company before your Vesting Date
without Cause or by you for Good Reason, with such
pro-rata amount to be the nearest whole number that
is equal to the number of Stock Units multiplied by
a fraction (x) the numerator of which is the number
of whole months of your continuous employment
beginning on the Date of Award and ending on the
date your employment terminates and (y) the
denominator of which is the number of whole months
from the Date of Award to your Vesting Date. If
you are a "specified employee" within the meaning
of Section 409A when you separate from service,
payment shall be made on the date that is six
months after your separation from service.
Notwithstanding anything to the contrary in this
Agreement, the Board of Directors (or a
compensation committee of the Board of Directors),
in its sole discretion, may at any time accelerate
the vesting for any or all of this Stock Unit
grant, provided that such acceleration does not
change the time or form of payment, except to the
extent permitted by Section 409A.
Settlement Upon the payment event described above, the Company
in Shares will issue to you or your duly-authorized
transferee, free from vesting restrictions (but
subject to such legends as the Company determines
to be appropriate), one Share for each vested Unit,
as the case may be. Fractional shares will not be
issued, and cash will be paid in lieu thereof.
Certificates shall not be delivered to you unless
you have made arrangements satisfactory to the
Committee to satisfy tax-withholding obligations
(if any).
Until the Shares subject to this Award are issued
to you, you will not have any rights (including
voting rights) as a shareholder with respect to
this Award.
Dividend While your Stock Units are outstanding, you or your
Equivalents duly-authorized transferee shall also be entitled
to receive, with respect to each Stock Unit
outstanding, a cash payment equal to the per Share
cash dividend paid to the holders of Shares
generally based on a record date occurring on or
after the Award Date. Such payment shall be made
at the same time as dividend payments are made to
Company common stockholders.
Definition "Cause" shall mean the good faith determination by
of "Cause" the Company (or its Parent or Subsidiary) in its
sole discretion that your continuous service with
the Company should be terminated due to one or more
of the following:
(a) You have engaged in an act or acts of
gross misconduct or negligence that have
materially harmed or materially damaged the
Company. You will be notified in writing of
such misconduct or negligence and such notice
will specifically reference potential
termination of employment;
(b) Your repeated failure to follow the
lawful instructions of the Company following
written notice. Such written notice will
specifically reference potential termination
of employment;
(c) You have misappropriated Company
property;
(d) You have been convicted of, or plead "no
contest" to, a felony; or
(e) You have exhibited a repeated inability
to competently perform the essential functions
of your job which has been memorialized in the
Company's records and has resulted in material
harm or material damage to the Company.
Definition For purposes of this Agreement, termination of your
of "Good continuous service with the Company by you for
Reason" "Good Reason" shall mean your resignation as an
Employee within thirty (30) days after the
occurrence (without your written consent) of any of
the following:
(a) Any reduction (in the aggregate) in your
base salary by more than 25%, unless all
similarly situated executives incur the same
proportionate reduction in base salary; or
(b) A material diminishment in your position,
job duties and/or responsibilities.
Leaves of For purposes of this Agreement, while you are a
Absence common-law employee, your continuous service with
the Company does not terminate when you go on a
bona fide leave of absence that was approved by the
Company (or its Parent or Subsidiary) in writing,
if the terms of the leave provide for continued
service crediting, or when continued service
crediting is required by applicable law. Your
continuous service with the Company terminates in
any event when the approved leave ends, unless you
immediately return to active work.
The Company determines which leaves count for this
purpose, and when your continuous service with the
Company terminates for all purposes under this
Agreement.
However, any payment triggered upon your
termination of employment shall be paid upon a
"separation from service" within the meaning of
Section 409A.
Adjustments In the event that after the date of this Award, the
outstanding shares of the Company's Common Stock
are increased or decreased or changed into or
exchanged for a different number or kind of shares
of stock or other securities of the Company or of
another corporation through reorganization, merger,
consolidation, recapitalization, reclassification,
stock split, split-up, combination or exchange of
shares or declaration of any dividends payable in
Common Stock, the Board of Directors shall
appropriately adjust the number of shares of Common
Stock subject to this Award (to the nearest whole
number) and such adjustments shall be effective and
binding for all purposes of this Award.
Restrictions The Company will not issue any Shares if the
on issuance of such Shares at that time would violate
Issuance any law or regulation.
Withholding The payment of Shares in respect of this Award will
Taxes not be allowed unless you make acceptable
arrangements to pay any withholding or other taxes
that may be due and such arrangements may include,
subject to such rules that may be established by
the Company, (i) delivery of previously owned
Shares, (ii) withholding by the Company from the
Shares that would otherwise be delivered, or (iii)
cash or check.
Restrictions By signing this Agreement, you agree not to sell
on Resale (or transfer or assign) any Shares acquired under
this Award at a time when applicable laws,
regulations or Company or underwriter trading
policies prohibit sale.
If the sale of Shares acquired under this Award is
not registered under the Securities Act of 1933,
but an exemption is available which requires an
investment representation or other representation
and warranty, the issuance of the Shares to you
shall be contingent on your representation and
agreement that the Shares being acquired are being
acquired for investment, and not with a view to the
sale or distribution thereof, and any such other
representations and warranties as are deemed
necessary or appropriate by the Company and its
counsel.
No Retention This Agreement is not an employment agreement and
Rights does not give you the right to be retained by the
Company (or its Parents, Subsidiaries or
affiliates) and you agree that you are an employee-
at-will. The Company (or its Parents, Subsidiaries
or affiliates) reserves the right to terminate your
service as an Employee at any time and for any
reason.
Representati You acknowledge that, while employed by the Company
ons or any Parent or any Subsidiary or affiliate
thereof, you will have access to confidential and
proprietary information regarding the internal
affairs, operations and customers (customer is
defined herein as including, but not limited to,
borrowers, makers, lessees, guarantors, vendors and
manufacturers of the following: equipment,
construction equipment, transportation equipment,
buses, trailers, trucks, tractors, vehicles,
manufacturing equipment, machine tools, waste
equipment, recycling equipment and production
equipment) of the Company or any Parent or any
Subsidiary or affiliate thereof, including but not
limited to, information contained in any internal
memorandum, standard operating procedure manual,
employee manual, customer or vendor lists,
accounting records, computer-generated information,
computer lists, computer reports, computer records,
computer printouts or any software data or other
information in any computer system of the Company
or any Parent or any Subsidiary or affiliate
thereof and other information which pertains to the
business of the Company or any Parent or any
Subsidiary or affiliate thereof, which is not
disclosed by the Company or any Parent or any
Subsidiary or affiliate thereof to the general
public. By acceptance of this Agreement, you agree
to keep secret and retain in strictest confidence
and not to disclose, at any time, all confidential
matters, proprietary information which relate to
the Company or any Parent or any Subsidiary or
affiliate thereof including, without limitation,
customer lists, trade secrets, internal memoranda,
policies of the Company and other confidential
business affairs of the Company and its Parents and
its Subsidiaries or affiliates thereof and agree
not to disclose any of the foregoing information,
at any time, without the prior written consent of a
duly authorized officer of the Company.
You further agree that, for 120 days from the date
that your service as an Employee of the Company or
any Parent or any Subsidiary or affiliate thereof
ends: (1) You shall not, either directly or
indirectly, solicit business from any existing or
prospective customer(s) of the Company or any
Parent or any Subsidiary or affiliate thereof and
(2) You shall not, either directly or indirectly,
agree to hire, solicit or recruit on behalf of your
new employer, or through your new employer, any
employee of the Company or any Parent or any
Subsidiary or affiliate thereof for any job,
employment or consulting, in the Company's or any
Parent's or any Subsidiary's or affiliate's
industry or with any company which competes with
the Company or any Parent or any Subsidiary or
affiliate thereof. For purposes of this paragraph,
a "prospective customer" includes but is not
limited to, a person, corporation, partnership or
other business entity with whom one or more
financing and/or leasing transactions has been
discussed within the twelve months prior to
termination of your employment with the Company, or
any Parent or any Subsidiary or affiliate thereof.
The provisions of this representations section
shall survive any expiration or termination of this
Agreement.
The Company may enforce any violation of these
provisions to the fullest extent permitted under
law or equity. You acknowledge that upon a
material breach of any of these provisions, the
Company would sustain irreparable harm from such
breach, and, therefore, you agree that in addition
to any other remedies which the Company may have
for any material breach of this Agreement or
otherwise, the Company shall be entitled to obtain
equitable relief including specific performance,
injunctions and restraining you from committing or
continuing any such violation of this Agreement.
The Company may apply to any court of competent
jurisdiction for a temporary restraining order,
preliminary injunction, or other interim or
conservatory relief as necessary.
Forfeiture In addition to the remedies described in the
of this representations above, you agree that upon a breach
Award and of these provisions, you shall forfeit: (a) this
the 2006 Award, before Shares are issued to you pursuant to
Award this Award; and (b) your restricted stock award
dated February 22, 2006 (the "2006 Award"), before
Shares are delivered to you pursuant to the 2006
Award.
Vesting and The 2006 Award is amended to provide that, if the
Tax Indem 2006 Award would otherwise vest six months after
nification termination of your employment, the 2006 Award
for 2006 will, instead, vest four months after the
Award termination employment.
The Company agrees to reimburse you for federal,
state, and local tax liability (including interest
and penalties) you incur in excess of the intended
tax treatment of the 2006 Award. The 2006 Award is
intended to be included in your income and wages
for federal tax purposes upon the expiration of the
120-day period following the termination of your
employment with the Company (or, if earlier, when
the 2006 Award otherwise vests).
Applicable This Agreement will be interpreted and enforced
Law under the laws of the State of New York and
construed accordingly, excluding any conflicts or
choice of law rule or principle that might
otherwise refer construction or interpretation of
this Agreement to the substantive law of another
jurisdiction. This Agreement may not be amended,
altered, waived or modified unless it is in writing
and signed by you and a member of the Board of
Directors. This Agreement represents the final
agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous
or subsequent oral agreements between the parties.
The rights and remedies of the Company, its
Parents, its Subsidiaries and affiliates hereunder
shall be cumulative and not alternative. No delay
or failure on the part of the Company, its Parents
or its Subsidiaries or its affiliates in exercising
any rights hereunder shall operate as a waiver of
such or of any other rights. If any term,
provision, covenant or restriction of this
Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth
herein shall remain in full force and effect and
shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their
best efforts to find and employ an alternative
means to achieve the same or substantially the same
result as that contemplated by such term,
provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the
parties that they would have executed the remaining
terms, provisions, covenants and restrictions
without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.
YOU HEREBY WAIVE THE RIGHT TO HAVE A TRIAL BY JURY
IN ANY LITIGATION, ACTION, CAUSE OF ACTION,
COUNTERCLAIM, CASE, ARBITRATION OR PROCEEDING
BETWEEN YOU AND THE COMPANY, ITS PARENTS OR ITS
SUBSIDIARIES OR AFFILIATES.
__________________
In consideration of the Company granting you this Stock Unit
Award, please acknowledge your agreement to fully comply with all
of the terms and provisions contained herein by signing this
Agreement in the space provided above and returning it promptly
to:
Financial Federal Corporation
Attention: Xxxx X. Xxxxxxx, Secretary
