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EXHIBIT 10.15
ANC RENTAL CORPORATION
2000 STOCK OPTION PLAN
SECTION 1. PURPOSE OF THE PLAN.
The purpose of the ANC Rental Corporation 2000 Stock Option Plan (the
"Plan") is to encourage ownership of the common stock, par value $0.01 per share
(the "Common Stock") of ANC Rental Corporation (the "Company") by employees,
officers and directors of the Company and its subsidiaries and to provide
increased incentive for such persons to render services and to exert maximum
effort for the business success of the Company. Options to be granted under this
Plan may be intended to qualify as incentive stock options ("ISOs") pursuant to
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
options that are not intended to so qualify.
SECTION 2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of the Company. The
Committee shall consist of not less than two members of the Board, none of whom
shall be an officer or other salaried employee of the Company, and each of whom
shall qualify as an "outside director" for purposes of Section 162(m) of the
Code and a "non-employee director" for purposes of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended. The Board may remove members, add
members and fill vacancies on the Committee from time to time. The majority vote
of the Committee, or acts reduced to or approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.
SECTION 3. STOCK RESERVED FOR THE PLAN.
Subject to adjustment as provided in Section 11 hereof, the aggregate
number of shares of Common Stock that may be issued under the Plan is 9,000,000.
The shares subject to the Plan shall consist of authorized but unissued shares
of Common Stock of the Company and such number of shares shall be and is hereby
reserved for sale for such purpose. Any of such shares which may remain unsold
and which are not subject to outstanding options at the termination of the Plan
shall cease to be reserved for the purpose of the Plan, but until termination of
the Plan or the termination of the last of the options granted under the Plan,
whichever last occurs, the Company shall at all times reserve a sufficient
number of shares to meet the requirements of the Plan. Should any option expire
or be cancelled prior to its exercise in full, the shares theretofore subject to
such option may again be made subject to an option under the Plan.
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SECTION 4. ELIGIBILITY.
The persons eligible to participate in the Plan as recipients of
options shall include only employees, officers and directors of the Company or
any parent or subsidiary corporation (as defined in Section 424 of the Code) of
the Company at the time the option is granted. A person who has been granted an
option hereunder shall remain eligible to receive an additional option or
options, if the Committee shall so determine.
SECTION 5. GRANT OF OPTIONS.
The Committee shall have discretionary authority (i) to determine,
authorize, and designate those employees, officers and directors of the Company
or any parent or subsidiary who are to receive options under the Plan and (ii)
to determine the number of shares to be covered by such options and the terms
thereof. The Committee shall thereupon grant options in accordance with such
determination as evidenced by a written option agreement. Subject to the express
provisions of the Plan, the Committee shall have discretionary authority to
prescribe, amend and rescind rules and regulations relating to the Plan, to
interpret the Plan, to prescribe and amend the terms of the option agreements
(which need not be identical) and to make all other determinations deemed
necessary or advisable for the administration of the Plan. The maximum number of
shares of Common Stock subject to options granted to any person during any
twelve-month period shall not exceed 750,000.
SECTION 6. TERMS AND CONDITIONS.
Each option granted under the Plan shall be evidenced by an agreement,
in a form approved by the Committee, which shall be subject to the following
express terms and conditions and to such other terms and conditions as the
Committee may deem appropriate.
A. OPTION PERIOD.
The Committee shall promptly notify the optionee of the option grant
and a written agreement shall promptly be executed and delivered by and on
behalf of the Company and the optionee. The date of grant shall be the date the
option is actually granted by the Committee, even though the written agreement
may be executed and delivered by the Company and the optionee after that date.
Each option agreement shall specify the period for which the option thereunder
is granted (which in no event shall exceed ten years from the date of grant) and
shall provide that the option shall expire at the end of such period. If the
original term of an option is less than ten years from the date of grant, the
option may be amended prior to its expiration with the approval of the Committee
and the optionee to extend the time; provided that the term as amended is not
more than ten years from the date of grant. However, in the case of an options
intended to qualify as an ISO granted to an individual who, at the time of
grant, owns stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or its parent or its subsidiary ("Ten
Percent Stockholder"), such period shall not exceed five years from the date of
grant.
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B. OPTION PRICE.
The purchase price of each share of Common Stock subject to each option
granted pursuant to the Plan shall be determined by the Committee at the time
the option is granted and shall not be less than 100% of the fair market value
of a share of Common Stock on the date the option is granted, as determined by
the Committee. In the case of an option granted to a Ten Percent Stockholder
that is intended to qualify as an ISO, the option price shall not be less than
110% of the fair market value of a share of Common Stock on the date the option
is granted.
C. EXERCISE PERIOD.
The Committee may provide in the option agreement that an option may be
exercised in whole immediately or is to be exercisable in increments. However,
no portion of any option may be exercisable by an optionee prior to the approval
of the Plan by the stockholders of the Company or, if the option is intended to
qualify as an ISO to the extent that the aggregate fair market value of Common
Stock with respect to which the option first becomes exercisable exceeds
$100,000.
D. PROCEDURES FOR EXERCISE.
Options shall be exercised by the delivery of written notice to the
Stock Option Administrator setting forth the number of shares with respect to
which the option is being exercised. Cash shall accompany such notice or
cashier's check, bank draft, or postal or express money order payable to the
order of the Company in any case for an amount equal to the option price of such
shares. As soon as possible thereafter, the Company will deliver to the optionee
certificates for the number of shares with respect to which such option has been
so exercised, issued in the option's name. In the alternative, the exercise
price may be paid: (i) through the tender to the Company of shares of Common
Stock, which shares shall be valued, at their fair market value on the date of
exercise (as determined by the Committee); (ii) by delivering a written
direction to the Company that the option be exercised pursuant to a "cashless"
exercise/sale procedure (pursuant to which funds to pay for exercise of the
option are delivered to the Company by a broker upon receipt of stock
certificates from the Company) or a cashless exercise/loan procedure receipt
(pursuant to which the optionee would obtain a margin loan from a broker to fund
the exercise) through a licensed broker acceptable to the Company whereby the
stock certificate or certificates for the shares of Stock for which the option
is exercised will be delivered to such broker as the agent for the individual
exercising the option and the broker will deliver to the Company cash (or cash
equivalents acceptable to the Company) equal to the exercise price for the
shares of Common Stock purchased pursuant to the exercise of the option; (iii)
to the extent provided by the option agreement with respect to such option, by
the delivery of a promissory note; or (iv) by a combination of the methods. The
optionee must also satisfy any tax obligations through delivery of cash, Common
Stock or withholding of shares of Common Stock by the Company.
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E. TERMINATION OF EMPLOYMENT.
If an optionee ceases to be an employee, officer or director of the
Company or one of its subsidiaries for any reason other than retirement, death
or disability, any option or part thereof which is exercisable on the date of
such status termination may be exercised only during the 60-day period beginning
on such date (or such longer period which the Committee in its sole discretion
may determine); provided however, if an optionee's status is terminated for
"cause" (as determined by the Committee) then any unexercised option shall
expire upon such termination.
Cause is defined as including, but not limited to the optionee's
dishonesty, theft, embezzlement from the Company, disclosing trade secrets of
the Company, the commission of a willful felonious act while in the employment
of the Company or the optionee's engaging in competitive or other activities
determined by the Committee to be actually or potentially injurious to the
business or reputation of the Company. Notwithstanding the foregoing, if the
Company or one of its subsidiaries terminates the employee, officer or director
status of an optionee for reasons other than "cause," an option may be exercised
during the six-month period beginning with the optionee's status termination
date. For purposes of this Section, a spin-off or divestiture by the Company of
a subsidiary shall be deemed to be a termination of employment by the Company
without "cause" and the last day of employment shall be deemed to be the
effective date of such spin-off or divestiture, provided that option rights have
not been substituted or assumed pursuant to Section 10 in connection with such
transaction.
In no event may an option be exercised after the expiration of the
option period established pursuant to Section 6(A) of this Plan.
F. RETIREMENT, DISABILITY OR DEATH OF OPTIONEE.
In the event of retirement, disability or upon the death of an optionee
under the Plan while he or she is an employee, officer or director of the
Company, the options previously granted to him or her may be exercised (whether
or not he or she would have been entitled to do so at the date of his or her
retirement, disability or death) at any time and from time to time, within a
twelve-month period after his or her retirement, disability or death by the
former employee, by the guardian of his or her estate, by the executor or
administrator of his or her estate or by the person or persons to whom his or
her rights under the option shall pass by will or the laws of descent and
distribution, but in no event may the option be exercised after its expiration
under the terms of the option agreement. An optionee shall be deemed to be
disabled if he or she becomes eligible for benefits under a long term disability
plan maintained by the Company or one of its subsidiaries (or would have become
eligible if covered by such plan) by reason of any medically determinable
physical or mental impairment which can be expected to result in death or to be
of long continued and indefinite duration. The date of determination of
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disability for purposes thereof shall be the date of such disability for
purposes of this plan. Retirement shall be defined as attainment of age 55 and
completion of five years of service to the Company or its affiliates on or after
January 1, 2000.
G. RESTRICTIONS ON TRANSFER OF STOCK.
If an option is exercised before the date that is six months from the
later of (i) the date of grant of the option or (ii) the date of shareholder
approval of the Plan and the sale of stock acquired pursuant to such exercise
would subject the individual exercising the option to liability under Section 16
of the Exchange Act, then such certificate or certificates shall bear a legend
restricting the transfer of the Common Stock covered thereby until the
expiration of six months from the later of such dates.
H. ACCELERATION OF OPTIONS.
The Committee, in its sole discretion, may accelerate the vesting
schedule of any option granted hereunder.
SECTION 7. ASSIGNABILITY.
An option shall not be assignable or otherwise transferable except by
will or by the laws of descent and distribution. During the lifetime of an
optionee, an option shall be exercisable only by him or her.
SECTION 8. INCENTIVE STOCK OPTIONS.
Each option agreement intended to qualify as an ISO may contain such
other terms and provisions as the Committee may determine provided such terms
and provisions do not cause the options not to be an ISO.
SECTION 9. NO RIGHTS AS STOCKHOLDER.
No optionee shall have any rights as a stockholder with respect to
shares covered by an option until shares are delivered to the optionee as
provided in Section 6 above.
SECTION 10. EXTRAORDINARY CORPORATE TRANSACTIONS.
New option rights may be substituted for the option rights granted
under the Plan, or the Company's duties as to options outstanding under the Plan
may be assumed, by an employer corporation other than the Company, or by a
parent or subsidiary of the Company or such employer corporation, in connection
with any merger, consolidation, acquisition, separation, reorganization,
liquidation or like occurrence in which the Company is involved, so long as the
substitution or assumption will allow any incentive stock options to continue to
qualify as such. Notwithstanding the foregoing or the provisions of Section 11
hereof, in the event such employer corporation, or parent or subsidiary of the
Company or such employer corporation, does not substitute new option rights for,
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and substantially equivalent in terms and economic value to, the option rights
granted hereunder, or assume the option rights granted hereunder, the option
rights granted hereunder shall terminate and thereupon become null and void upon
a "change in control"; provided, however, that each optionee shall have the
right in connection with such dissolution, liquidation, merger, consolidation,
acquisition or transfer, to exercise any unexercised option rights granted
hereunder, whether then otherwise immediately exercisable or not, so as to
permit the optionee to participate as a holder of Common Stock in such
transaction if he or she so chooses. Change of control is defined as (i) the
dissolution or liquidation of the Company, or similar occurrence, (ii) any
merger, consolidation, acquisition, separation, reorganization, or similar
occurrence, where the Company will not be a surviving entity or (iii) a transfer
of substantially all of the assets of the Company or more than 75% of the
outstanding Common Stock. The Company shall give to each optionee at least
twenty days' prior written notice of any event or transaction of the nature
described in the preceding sentence.
SECTION 11. CHANGES IN COMPANY'S CAPITAL STRUCTURE.
The existence of outstanding options shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalization, reorganizations, exchanges, or other changes
in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of Common Stock or other
securities or subscription rights thereto, or any issuance of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Common Stock or
the rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.
However, if the outstanding shares of Common Stock or other securities of the
Company, or both, for which the option is then exercisable shall at any time be
changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization or reorganization, the number and kind
of shares of Common Stock or other securities which are subject to the Plan or
subject to any options theretofore granted, and the option prices, shall be
appropriately and equitably adjusted so as to maintain the proportionate number
of shares or other securities without changing the aggregate option price.
SECTION 12. AMENDMENT OR TERMINATION.
The Board may amend, alter or discontinue the Plan, but no amendment or
alteration shall be made which would impair the rights of any participant,
without his consent, under any option theretofore granted. Without approval of
the shareholders, no amendment may increase the aggregate number of shares
reserved under the Plan other than as provided in Section 11 hereof, materially
increase the benefits accruing to participants or materially modify the
requirements as to eligibility for participation in the Plan.
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SECTION 13. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan, the grant and exercise of options thereunder, and the
obligation of the Company to sell and deliver shares under such options, shall
be subject to all applicable federal and state laws, rules and regulations and
to such approvals by any governmental or regulatory agency as may be required.
The Company shall not be required to issue or deliver any certificates for
shares of Common Stock prior to the completion of any registration or
qualification of such shares under any federal or state law or issuance of any
ruling or regulation of any governmental body which the Company shall, in its
sole discretion, determine to be necessary or advisable.
SECTION 14. NO RIGHT TO COMPANY EMPLOYMENT.
Nothing in this Plan or as a result of any option granted pursuant to
this Plan shall confer on any individual any right to continue in the employ of
the Company or interfere in any way with the right of the Company to terminate
an individual's employment at any time. The option agreements may contain such
provisions as the Committee may approve with reference to the effect of approved
leaves of absence.
SECTION 15. LIABILITY OF COMPANY.
The Company or any affiliated entity that is in existence or hereafter
comes into existence shall not be liable to an optionee or other persons as to:
A. THE NON-ISSUANCE OF SHARES.
The non-issuance or sale of shares as to which the Company has been
unable to obtain from any regulatory body having jurisdiction the authority
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any shares hereunder; and
B. TAX CONSEQUENCES.
Any tax consequence expected, but not realized, by any optionee or
other person due to the issuance, exercise of any option granted hereunder or
holding or sale of any share of Common Stock received upon exercise of such
option.
SECTION 16. EFFECTIVENESS AND EXPIRATION OF PLAN.
The Plan shall be effective on the date the Board adopts the Plan. If
the Common Stockholders of the Company fail to approve the Plan within twelve
months of the date the Board approved the Plan, the Plan shall terminate and all
options previously granted under the Plan shall become void and of no effect.
The Plan shall expire ten years after the date the Board approved the Plan and
thereafter no option shall be granted pursuant to the Plan.
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SECTION 17. NON-EXCLUSIVITY OF THE PLAN.
Neither the adoption of the Plan nor the submission of the Plan to the
Common Stockholders of the Company for approval shall be construed as creating
any limitations of the power of the Committee to adopt such other incentive
arrangements as it may deem desirable, including without limitation, the
granting of restricted stock or stock options otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable only in
specific cases.
SECTION 18. GOVERNING LAW.
This Plan and any agreements hereunder, shall be interpreted and
construed in accordance with the laws of the State of Florida and applicable
federal law.
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