Exhibit 99.8
FINANCIAL FEDERAL CORPORATION
2006 STOCK INCENTIVE PLAN
____________________________
Stock Unit Award Agreement
__________________________________
Award No. _______
Pursuant to Section 10 of the Financial Federal
Corporation 2006 Stock Incentive Plan (the "Plan"), you are
hereby awarded 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"). You should carefully
review the Plan and the prospectus relating to the Plan (the
"Prospectus") that have previously been provided to you, 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") of Financial Federal Corporation
(the "Company"), or any Committee appointed by the Board to
administer the Plan, 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
Stock Units
Subject to
Award
Award Date ____________ ___, 20__.
Vesting At the rate of ____% on each of the next __
annual anniversaries of the Award Date; subject
to acceleration as provided in the Plan and in
Section 2 below, and to your continuous Service
not ending before vesting.
Dividend Awarded in accordance with Section 6 below.
Equivalents
Not applicable.
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 as follows:
[ ]
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.
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. When Shares are delivered to you or your duly-authorized
transferee pursuant to the vesting of the Shares underlying your
Stock Units, you or your duly-authorized transferee shall also be
entitled to receive, with respect to each Share issued -
(i) a number of Shares equal to the stock dividends
which were declared and paid to the holders of Shares
between the Grant Date and the date such Share is issued,
and
(ii) a number of Shares having a Fair Market Value (on
the date of each cash dividend payment date) equal to any
cash dividends that were paid to the holders of Shares based
on a record date between the Grant Date and the date such
Share is issued.
To the extent that your Service ends before vesting of your
Units, you will forfeit all dividends (whether paid in cash or in
stock) attributable to all Shares that are forfeited.
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 substantially in the form attached hereto
as Exhibit A (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 Section 15 of 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 affect 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. Representations. [Paragraphs (a), (b) and (c) of this
Section are not applicable to Non-Employee Directors]
(a) You acknowledge that, while employed by the Company 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, policies and procedures, and related
Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 documentation,
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 agrees not to disclose any
of the foregoing information, at any time, without the prior
written consent of a duly authorized officer of the Company.
(b) 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.
(c) 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.
(d) You acknowledge that you have received the Plan and the
Prospectus.
19. 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.
[Execution page follows]
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:
EXHIBIT A
FINANCIAL FEDERAL CORPORATION
2006 STOCK INCENTIVE PLAN
_________________________________
Designation of Beneficiary
_________________________________
In connection with Awards granted pursuant to the Plan,
I hereby designate the person specified below as the beneficiary
of the my interest in Awards as defined in the Company's 2006
Stock Incentive Plan (the "Plan"). This designation shall remain
in effect until revoked in writing by me.
Name of Beneficiary:
Address:
Social Security No.:
This beneficiary designation relates to any and all of
my rights under the following Award or Awards:
" any Award that I have received or ever receive
under the Plan.
" the _________________ Award that I received
pursuant to an award agreement dated _________ __,
____ between myself and the Company.
I understand that this designation operates to entitle
the above named beneficiary, in the event of my death, to any and
all of my rights under the Award(s) designated above from the
date this form is delivered to the Company until such date as
this designation is revoked in writing by me, including by
delivery to the Company of a written designation of beneficiary
executed by me on a later date.
Date:
By:
Name of Participant
Sworn to before me this
____day of ____________, 200_
___________________________
Notary Public
County of _________________
State of __________________
