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Exhibit 10.10
Form of
ANC RENTAL CORPORATION STOCK OPTION PLAN
Section 1. Purpose of the Plan. The purpose of the ANC Rental
Corporation Stock Option Plan (the "Plan") is to encourage ownership of the
common stock, par value $0.01 ("Common Stock") of ANC RENTAL CORPORATION (the
"Company"), by eligible key employees of the Company and its subsidiaries and to
provide increased incentive for such employees 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 ("ISO's")
pursuant to Section 422 of the Internal Revenue Code of 1986, as amended
("Code"), or options which are not intended to so qualify.
Section 2. Administration of the Plan. The Plan shall be
administered by a Stock Option Committee (the "Committee") consisting of not
less than two members of the Board of Directors of the Company ("Board"), none
of whom shall be an officer or other salaried employee of the Company or any
Subsidiary, and each of whom shall qualify as an "outside director" for purposes
of Section 162(m) of the Code. 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 optioned 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.
Section 4. Eligibility. The persons eligible to participate in
the Plan as recipients of options shall include only key employees (including
officers and directors who are also key employees) 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. An employee 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 key
employees 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
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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.
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 option granted
to an individual who, at the time of grant, owns stock possessing more
than 10 percent 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.
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 which 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.
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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. Such notice shall be accompanied by cash 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
optionee'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, Stock or
withholding of shares of Common Stock by the Company.
E. Termination of Employment. If an employee to whom an
option is granted ceases to be employed by 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
termination of employment may be exercised only during the one year
period beginning on such date; provided however, if an optionee's
employment is terminated for "cause" (as determined by the Committee)
then any unexercised option shall expire upon termination of
employment. 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.
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 employed by 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,
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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 employee 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 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 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 5
years of service with 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.
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, 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
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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 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 (20) 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.
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.
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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 which 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.
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.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by the Board, the Board has caused this Plan to be duly executed in
its name and behalf by its proper officers effective as of _______, 2000.
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By:
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Title:
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ATTEST:
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Secretary
[SEAL]
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