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EXHIBIT 10.7
ASSOCIATES FIRST CAPITAL CORPORATION
INCENTIVE COMPENSATION PLAN
STOCK OPTION AWARD AGREEMENT - 2000
You have been selected to become a Participant in the Associates First Capital
Corporation Incentive Compensation Plan (the "Plan") for 2000, 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 GRANT:
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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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33 1/3% ______________ Shares ______________ Shares
66 2/3% ______________ Shares ______________ Shares**
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. Further, the Company reserves the right to limit the manner
in which the Option may be exercised at any time, and from time to
time, for Participants in a given country to facilitate or ensure
compliance with local law or for reasons of administrative ease.
(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 such interest (if
any), to the Company not later than the date on which the sale
transaction will settle in the
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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 or a Company Subsidiary (as
hereinafter defined) is required by law to withhold any
federal, state, national, provincial or other tax, pension or
insurance withholding obligations imposed by any governmental
authority under applicable law 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 or
the Company Subsidiary (either directly or through their
respective designees) 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, 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
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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. 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.
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 a Participant's employment with the Company or
a Company Subsidiary on or after such date as the Participant
is eligible to commence pension payments under the Company's
defined benefit pension plan (excluding any payment of
benefits attributable to a prior employer's plan) or, if
applicable, separate pension plan sponsored by the Company or
a Company Subsidiary or other pension benefit plan as may be
required under applicable law in effect in any jurisdiction
outside the United States, in each case as such plan is then
in effect. The term "Disability" when used herein shall mean a
Participant's complete and total disability as determined
under the Company's long-term disability plan or, if
applicable, separate similar plan in effect or as may be
required under applicable law in any jurisdiction outside the
United States, in each case as such plan is 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 or a Company
Subsidiary 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 or a Company
Subsidiary 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, Company
Subsidiary or any of their affiliates, (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, Company Subsidiary or any of their
affiliates or in any activity that is inimical to the best
interests of the Company, Company Subsidiary or any of their
affiliates, or (e) the Participant's violation of Company
policy covering standards of corporate conduct. If the Company
or a Company Subsidiary terminates the Participant's
employment for
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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
or Company Subsidiary for Cause or resignation, the portion of
the Option that is vested as of the date of termination of
employment may be exercised to the extent permitted under the
provisions hereof until the earlier of (i) the Date 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 or any of their affiliates.
(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
any of their affiliates 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 any of their affiliates. 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 any of their affiliates 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 applicable law and court
supervision, if legally required, 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
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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 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 or a Company Subsidiary) 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 or a Company Subsidiary 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. The grant of the Option to the Participant does
not create a right to continued employment with the Company or any
Company Subsidiary. Nothing in this Agreement shall interfere with or
limit in any way the right of the Company or a Company Subsidiary 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 or any
Company Subsidiary.
11. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal, state, national and provincial
securities laws or other 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 under any
of the aforementioned securities laws or other requirements, including,
without limitation, restrictions of any securities exchange or market
upon which such Shares are then listed and/or traded.
12. DATA PROTECTION. By executing this Agreement, the Participant consents
to the Company or the Company Subsidiary that directly employs the
Participant and any agent or independent
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contractor appointed by the Company to administer the Stock Option
Awards under the Plan and this Agreement to obtain and maintain any
personal information from the Participant's employer, and to disclose
and transfer such information to each other and/or third parties as may
be required, whether locally or abroad, for the effective
administration of the Stock Option Awards. Neither the Company, the
Company Subsidiary nor any agent or independent contractor shall be
liable for any loss or damage, whether direct or indirect or
consequential, incurred by the Participant and arising from the use of
such personal information as authorized herein.
13. 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 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, state, national and
provincial securities law and other 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.
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(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 in nature and is not to be considered part of
any Participant's salary or compensation for purposes of
calculating any severance, resignation, redundancy, end of
service payments, bonuses, long-term service awards, pension
or retirement benefits, or similar payments except as
otherwise required under local law. 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.
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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