Exhibit 10.24
FINANCIAL FEDERAL CORPORATION
2006 STOCK INCENTIVE PLAN
____________________________
Stock Unit Agreement
__________________________________
Award No. _______
Pursuant to Section 10 of the Financial Federal
Corporation 2006 Stock Incentive Plan (the "Plan"), you are
hereby granted an award (the "Award") of Stock Units (the
"Units") subject to the terms and conditions set forth in the
Plan as modified by this Stock Unit Award Agreement ("Award
Agreement"). A summary of the Plan appears in its Prospectus,
which is attached as Exhibit A. You should carefully review
these documents, and consult with your personal financial
advisor, in order to fully understand the implications of this
Award Agreement, including your tax alternatives and their
consequences.
By executing this Award Agreement, you agree to be
bound by all of the Plan's terms and conditions as if they had
been set out verbatim below. In addition, you recognize and
agree that all determinations, interpretations, or other actions
respecting the Plan and this Award Agreement will be made by the
Board of Directors (the "Board" or the "Committee") of Financial
Federal Corporation (the "Company") and shall (in the absence of
manifest bad faith or fraud) be final, conclusive and binding
upon all parties, including you, your heirs and representatives.
Capitalized terms are defined in the Plan or in this Award
Agreement.
1. Specific Terms. Your Units have the following terms:
Name of
Participant
Number of ______ shares of the Company's common stock.
Shares of
Stock Subject
to the Award
Award Date _____________
Vesting You will become ______ vested in this Award
_______ after the Award Date; subject to
acceleration as provided in Section 2 below,
and to your Service not ending before vesting.
Dividend [ ] Awarded in accordance with Section 6 below.
Equivalents
[ ] Not applicable.
Time of The Stock Unit Award will be settled, through
Settlement the issuance of shares, in accordance with your
elections that are set forth in the
Distribution Election Agreement.
2. Accelerated Vesting; Change in Corporate Control. To the
extent you have not previously vested in your rights under this
Award, your rights will become 100% vested upon (a) termination
of your Service due to your death or Disability; or (b) a Change
In Control.
3. Termination of Service. This Award shall be canceled and
become automatically null and void immediately after termination
of your Service for any reason, but only to the extent you have
not become vested pursuant to the foregoing terms on or at the
time your Service ends.
4. Satisfaction of Vesting Restrictions. No Shares will be
issued before you complete the requirements that are necessary
for you to vest in the Shares underlying your Units. As soon as
practicable after 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. 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).
5. Investment Purposes. By executing this Award, you represent
and warrant to the Company that any Shares issued to you pursuant
to your Units will be for investment for your own account and not
with a view to, for resale in connection with, or with an intent
of participating directly or indirectly in, any distribution of
such Shares within the meaning of the Securities Act of 1933, as
amended.
6. Dividend Equivalents. You will not receive any cash or
stock dividends, or dividend equivalent rights, in connection
with this Award, unless an Award is made pursuant to Section 1
above, in which event the following provisions shall apply to
you. While your Units are outstanding, you or your duly-
authorized transferee shall also be entitled to receive, with
respect to each Unit outstanding -
(i) the number of Shares equal to the stock dividends
per Share which were declared and paid to the holders of
Shares on or after the Award Date, and
(ii) a cash payment equal to the per Share cash
dividend for any cash dividends that were paid to the
holders of Shares based on a record date on or after the
Award Date with such cash payment occurring at the same as
dividend payments are made to such Company common
stockholders.
7. Designation of Beneficiary. Notwithstanding anything to the
contrary contained herein or in the Plan, following the execution
of this Award Agreement, you may expressly designate a
beneficiary (the "Beneficiary") to your interest, if any, in the
this Award and any underlying Shares. You shall designate the
Beneficiary by completing and executing a designation of
beneficiary agreement (the "Designation of Beneficiary") and
delivering an executed copy of the Designation of Beneficiary to
the Company.
8. Restrictions on Transfer of Award. Your rights under this
Award Agreement may not be sold, pledged, or otherwise
transferred without the prior written consent of the Committee.
9. Income Taxes and Deferred Compensation. You are solely
responsible and liable for the satisfaction of all taxes and
penalties that may arise in connection with this Award (including
any taxes arising under Section 409A of the Code), and the
Company shall not have any obligation to indemnify or otherwise
hold you harmless from any or all of such taxes. The Committee
has the discretion to unilaterally modify this Award in a manner
that (i) conforms with the requirements of Section 409A of the
Code, (ii) that voids any election of yours to the extent it
would violate Section 409A of the Code, and (iii) for any
distribution election that would violate Section 409A of the
Code, to make distributions pursuant to the Award at the earliest
to occur of a distribution event that is allowable under Section
409A of the Code or any distribution event that is both allowable
under Section 409A of the Code and is elected by you, subject to
any valid second election to defer, provided that the Committee
permits second elections to defer in accordance with Section
409A(a)(4)(C). The Committee shall have the sole discretion to
interpret the requirements of the Code, including Section 409A,
for purposes of the Plan and this Award Agreement.
10. Notices. Any notice or communication required or permitted
by any provision of this Award Agreement to be given to you shall
be in writing and shall be delivered electronically, personally,
or sent by certified mail, return receipt requested, addressed to
you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the
other party hereto, specify a new address for delivery of notices
relating to this Award Agreement. Any such notice shall be
deemed to be given as of the date such notice is personally
delivered or properly mailed.
11. Binding Effect. Except as otherwise provided in this Award
Agreement or in the Plan, every covenant, term, and provision of
this Award Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs,
legatees, legal representatives, successors, transferees, and
assigns.
12. Modifications. This Award Agreement may be modified or
amended at any time, in accordance with the Plan and provided
that you must consent in writing to any modification that
adversely or materially affects your rights or obligations under
this Award Agreement (with such an effect being presumed to arise
from a modification that would trigger a violation of Section
409A of the Code).
13. Headings. Section and other headings contained in this
Award Agreement are for reference purposes only and are not
intended to describe, interpret, define or limit the scope or
intent of this Award Agreement or any provision hereof.
14. Severability. Every provision of this Award Agreement and
of the Plan is intended to be severable. If any term hereof is
illegal or invalid for any reason, such illegality or invalidity
shall not affect the validity or legality of the remaining terms
of this Award Agreement.
15. Counterparts. This Award Agreement may be executed by the
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same
instrument.
16. Plan Governs. By signing this Award Agreement, you
acknowledge that you have received a copy of the Plan and that
your Award Agreement is subject to all the provisions contained
in the Plan, the provisions of which are made a part of this
Award Agreement and your Award is subject to all interpretations,
amendments, rules and regulations which from time to time may be
promulgated and adopted pursuant to the Plan. In the event of a
conflict between the provisions of this Award Agreement and those
of the Plan, the provisions of the Plan shall control.
17. Not a Contract of Employment. By executing this Award
Agreement you acknowledge and agree that (i) any person who is
terminated before full vesting of an award, such as the one
granted to you by this Award, could claim that he or she was
terminated to preclude vesting; (ii) you promise never to make
such a claim; (iii) nothing in this Award Agreement or the Plan
confers on you any right to continue an employment, Service or
consulting relationship with the Company, nor shall it affect in
any way your right or the rights of the Company, to terminate
your employment, Service, or consulting relationship at any time,
with or without Cause; and (iv) the Company would not have
granted this Award to you but for these acknowledgements and
agreements.
18. Governing Law. The laws of the State of New York shall
govern the validity of this Award Agreement, the construction of
its terms, and the interpretation of the rights and duties of the
parties hereto.
BY YOUR SIGNATURE BELOW, along with the signature of
the Company's representative, you and the Company agree that the
Units hereby awarded under and governed by the terms and
conditions of this Award Agreement and the Plan.
FINANCIAL FEDERAL CORPORATION
By:
Name:
Title:
By:
Name:
Title:
PARTICIPANT
The undersigned Participant hereby accepts
the terms of this Award Agreement and the
Plan.
By:
Name of Participant:
