FINANCIAL FEDERAL CORPORATION
2006 STOCK INCENTIVE PLAN
AMENDMENT TO STOCK UNIT AGREEMENTS
FOR NON-EMPLOYEE DIRECTORS
This Amendment, is made and entered into as of the 9th day of
December, 2008, by and between Financial Federal Corporation (the
"Company") and the Company's non-employee directors set forth on
Exhibit A attached hereto (the "Participants") (together, the
"Parties").
W I T N E S S E T H:
WHEREAS, the Company and each of the Participants entered into
separate Stock Unit Agreements referenced on Exhibit A attached hereto
(the "Agreements") that previously granted stock unit awards to the
Participants under the Financial Federal Corporation 2006 Stock
Incentive Plan;
WHEREAS, for purposes of bringing each of the Agreements into
compliance with the plan document requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"), the Parties
have prepared this Amendment which must be adopted on or before
December 31, 2008; and
WHEREAS, pursuant to Section 12 of the Agreements, the Parties
desire to adopt this Amendment in order to comply with Section 409A of
the Code.
NOW, THEREFORE, the Parties hereto agree as follows:
Effective as of the date first written above, the Agreements are
hereby amended as follows:
1. The second sentence of Section 4 of the Agreements is hereby
amended in its entirety to read as follows:
"Within 30 days of the later of (i) the date on which your Units
vest in whole or in part or (ii) the distribution date or dates set
forth in your deferral election, the Company 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."
2. A new Section 19 is hereby added to the Agreements to read as
follows:
"19. To the extent this Agreement is subject to Code Section 409A,
and notwithstanding any provision in the Agreement to the contrary, if
upon your "separation from service" within the meaning of Code Section
409A, you are then a "specified employee" (as defined in Code Section
409A), then to the extent necessary to comply with Code Section 409A
and avoid the imposition of taxes under Code Section 409A, the Company
shall defer payment of "nonqualified deferred compensation" subject to
Code Section 409A payable as a result of and within six (6) months
following such separation from service under this Agreement until the
earlier of (i) the first business day of the seventh month following
your separation from service, or (ii) ten (10) days after the Company
receives notification of your death. Any such delayed payments shall
be made without interest."
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officers and the Participants have
hereunto set their hands on the day and year first above written. By
signing below, each Participant consents to this Amendment on his own
behalf and solely with respect to his Agreement(s), and his consent to
the Amendment shall not be affected in any way by the signature of
another Participant.
FINANCIAL FEDERAL CORPORATION
By:
Its:
PARTICIPANT
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PARTICIPANT
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PARTICIPANT
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PARTICIPANT
H.E. ▇▇▇▇▇▇▇, Jr.
PARTICIPANT
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EXHIBIT A
PARTICIPANTS AND STOCK UNIT AGREEMENTS
Name of Participant Date of Stock Unit Number of Restricted
Agreement Stock Units Granted
