EXHIBIT 10.35
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.:
DATE OF GRANT:
NUMBER OF SHARES COVERED BY THIS AGREEMENT:
OPTION PRICE:
DATE OF EXPIRATION:
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
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66 2/3% ________ 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.
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 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).
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(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 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 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.
(d) BY TERMINATION OTHER THAN FOR CAUSE AND UNDER EMPLOYMENT
AGREEMENT: In the event that the Participant's employment is
terminated by the Company other than for Cause, including by
Constructive Termination in connection with a Change in
Control (if and to the extent applicable under the
Participant's employment agreement with the Company, if any and
as described below), the Option shall become vested if so, and
to the extent, provided under the Participant's employment
agreement with the Company, if any, as such agreement may be
amended from time to time. If the Option becomes vested
pursuant to the foregoing, the Option shall be exercisable to
the extent permitted under the provisions hereof until the
Date of Expiration (as set forth on page 1 of this
Agreement). For purposes of this Section 4(d), "Change in
Control" and "Constructive Termination" shall have the same
meanings as provided under the Participant's employment
agreement with the Company, if any, as such agreement may be
amended from time to time. Notwithstanding the foregoing, in
the event that (i) the Participant's employment is terminated
by the Company and (ii) no employment agreement between the
Participant and the Company is in effect as of the date of
such termination of employment, this Section 4(d) shall not
apply, and the Participant's rights under this Agreement shall
be governed by the provisions of this Agreement without regard
to this Section 4(d).
(e) BY TERMINATION OTHER THAN FOR CAUSE AND NOT UNDER EMPLOYMENT
AGREEMENT: In the event of a termination of the Participant's
employment for reasons other than Retirement, Disability,
death, transfer to Ford or a Ford Subsidiary, 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 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. Notwithstanding the
foregoing, in the event that (i) the Participant's employment
is terminated by the Company under circumstances described in
Section 4(d) and (ii) an employment agreement between the
Participant and the Company is in effect as of the date of
such termination of employment, this Section 4(e) shall not
apply, and the Participant's right under this Agreement shall
be governed by the provisions of Section 4(d) and not by this
Section 4(e).
5. EFFECT OF COMPETITIVE ACTIVITY OR INIMICAL CONDUCT.
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(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).
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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. Notwithstanding the foregoing, this Option may be
transferred by gift to, and thereafter may be exercised by, any
Family Member (as hereinafter defined) of the Participant. For
purposes of this Agreement, "Family Member" means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law,
including adoptive relationships, of the Participant and any person
sharing a Participant's household (other than a tenant or employee)
and any trust in which these persons have more than fifty percent
(50%) of the beneficial interest.
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
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 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
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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.
(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
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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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