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Exhibit 10.11
Form of
ANC ____, INC.
EMPLOYEE STOCK PURCHASE PLAN
(EFFECTIVE AS OF _____, 2000, SUBJECT TO BOARD OF DIRECTORS' AND
SHAREHOLDERS' APPROVAL)
ARTICLE I
GENERAL
1.1 PURPOSE
The ANC ________, Inc. Employee Stock Purchase Plan ("Plan") is
intended to encourage employee participation in the ownership and economic
progress of the Corporation. The Plan is intended to qualify under Section 423
of the Internal Revenue Code of 1986, as amended.
1.2 DEFINITIONS
Unless the context clearly indicates otherwise, the following terms
have the meaning set forth below:
Affiliate shall mean any entity controlling, controlled by or under
common control with the Corporation.
Board of Directors or Board shall mean the Board of Directors of the
Corporation.
Code shall mean the Internal Revenue Code of 1986, as amended.
Committee shall mean a Committee of officers appointed by the Board of
Directors or the Compensation Committee of the Board of Directors, which
Committee shall administer the Plan as provided in Section 1.3 hereof.
Common Stock shall mean shares of the common stock, par value $0.01, of
the Corporation's Affiliate, ANC Rental Corporation.
Corporate Benefits Administration shall mean the department of the
Corporation responsible for the day-to-day administration of and recordkeeping
for the Plan.
Corporation shall mean ANC ______, Inc.
Compensation shall mean the base salary paid to an Employee by the
Corporation or Designated Affiliate in accordance with established payroll
procedures.
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Continuous Service shall mean the period of time, uninterrupted by the
termination of employment, that an Employee has been employed by the Corporation
and/or a Designated Affiliate immediately preceding an Offering Date. Such
period of time shall include any approved leave of absence.
Designated Affiliate shall mean any Affiliate or other entity which has
been designated by the Committee to participate in the Plan.
Employee shall mean any employee of the Corporation or a Designated
Affiliate whose customary employment is at least 20 hours per week and more than
five months in any calendar year.
Exercise Date shall mean the last business day of each month.
Fair Market Value of a share of Common Stock shall be the last price of
the Common Stock on the applicable date as reported by the Wall Street Journal,
or, if no such price is reported for that day, on the last preceding day for
which such price is reported, or such other reasonable method of determining
fair market value as the Committee shall adopt.
Offering Date shall mean the first business day of each month.
Option Period or Period shall mean the period beginning on an Offering
Date and ending on the next succeeding Exercise Date.
Option Price shall mean the purchase price of a share of Common Stock
hereunder as provided in Section 3.1 hereof.
Participant shall mean any Employee who (i) is eligible to participate
in the Plan under Section 2.1 hereof and (ii) elects to participate.
Plan shall mean this Employee Stock Purchase Plan, as the same may be
amended from time to time.
Plan Account or Account shall mean an account established and
maintained in the name of each Participant.
Plan Manager shall mean an Employee appointed by the Committee as
provided in Section 1.3 hereof.
Plan Year shall mean the twelve-month period beginning January 1 and
ending on the following December 31.
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Stock Purchase Agreement shall mean the form prescribed by the
Committee which must be completed and executed by an Employee who elects to
participate in the Plan.
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1.3 ADMINISTRATION OF PLAN
Subject to oversight by the Board of Directors or the Board's
Compensation Committee, the Committee shall have the authority to administer the
Plan and to make and adopt rules and regulations not inconsistent with the
provisions of the Plan or the Code. The Committee shall adopt the form of Stock
Purchase Agreement and all notices required hereunder. Its interpretations and
decisions in respect to the Plan shall, subject as aforesaid, be final and
conclusive. The Committee shall have the authority to appoint an Employee as
Plan Manager and to delegate to the Plan Manager such authority with respect to
the administration of the Plan as the Committee, in its sole discretion, deems
advisable from time to time.
1.4 EFFECTIVE DATE OF PLAN
The Plan shall become effective on the date established for that
purpose by the Committee, if prior to that date, the Plan (i) has been adopted
by the Board of Directors of the Corporation and (ii) has been approved by an
affirmative vote of a majority of votes cast by the holders of the Common Stock,
in person or by proxy, at a meeting at which a quorum is present. The date
established by the Committee as the effective date shall be an Offering Date.
1.5 EXTENSION OR TERMINATION OF PLAN
The Plan shall continue in effect through, and including, December 31,
2010 unless terminated prior thereto pursuant to Section 4.3 hereof, or by the
Board of Directors or the Compensation Committee of the Board, each of which
shall have the right to extend the term of or terminate the Plan at any time.
Upon any such termination, the balance, if any, in each Participant's Account
shall be refunded to him or her, or otherwise disposed of in accordance with
policies and procedures prescribed by the Committee in cases where such a refund
may not be possible.
ARTICLE II
PARTICIPATION
2.1 ELIGIBILITY
Each Employee, including those serving on the Committee or serving as
Plan Manager, who on an Offering Date will have at least ninety days of
Continuous Service, may become a Participant by executing and filing a Stock
Purchase Agreement with Corporate Benefits prior to said Offering Date. No
Employee may participate in the Plan if said Employee, immediately after an
Offering Date, would be deemed for purposes of Section 423(b)(3) of the Code to
possess 5% or more of the total combined voting power or value of all classes of
stock of the Corporation or any Affiliate.
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2.2 PAYROLL DEDUCTIONS
Payment for shares of Common Stock purchased hereunder shall be made by
authorized payroll deductions from each payment of Compensation in accordance
with instructions received from a Participant. Said deduction may be expressed
as a whole number percentage (which shall be at least 1%) or a specified dollar
amount, provided that no election may be made for less than $5.00 per pay
period. A Participant may not increase or decrease the deduction during an
Option Period. However, a Participant may change the percentage deduction for
any subsequent Option Period by filing notice thereof with Corporate Benefits
prior to the Offering Date on which such Period commences. During an Option
Period, a Participant may discontinue payroll deductions but have the payroll
deductions previously made during the Option Period remain in the Participant's
Account to purchase Common Stock on the next Exercise Date, provided that he or
she is an Employee as of that Exercise Date. Any amount remaining in the
Participant's Account after the purchase of Common Stock shall be refunded
without interest upon the written request of the Participant. Any Participant
who discontinues payroll deductions during an Option Period may again become a
Participant for a subsequent Option Period that commences at least 30 days after
the effective date of the discontinuance by executing and filing anther Stock
Purchase Agreement in accordance with Section 2.1. Amounts deducted from a
Participant's Compensation pursuant to this Section shall be credited to said
Participant's Account.
ARTICLE III
PURCHASE OF SHARES
3.1 OPTION PRICE
The Option Price per share of the Common Stock sold to Participants
hereunder shall be 90% of the Fair Market Value of such share on the Exercise
Date of an Option Period which occurs in calendar year 2000. Thereafter, the
percentage of Fair Market Value will be established by the Board, provided that
in no event shall it be less than 85%. In no event shall the Option Price per
share be less than the par value of the Common Stock.
3.2 PURCHASE OF SHARES
On each Exercise Date, the amount in a Participant's Account shall be
charged with the aggregate Option Price of the largest number of whole shares of
Common Stock which can be purchased with said amount. The balance, if any, in
such account shall be carried forward to the next succeeding Offering Period.
3.3 LIMITATIONS ON PURCHASE
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Except as the Committee may otherwise provide by an adjustment made
pursuant to Section 4.2, no Participant shall purchase more than ___ shares of
Common Stock in each calendar year, provided that any such purchase shall not
exceed the limitations imposed by Section 423(b)(8) of the Code.
3.4 TRANSFERABILITY OF RIGHTS
Rights to purchase shares hereunder shall be exercisable only by the
Participant. Such rights shall not be transferable.
ARTICLE IV
PROVISIONS RELATING TO COMMON STOCK
4.1 COMMON STOCK RESERVED
At the Effective Date, there shall be 2,000,000 authorized and unissued
shares of Common Stock reserved for the Plan, subject to adjustment in
accordance with Section 4.2 hereof. The aggregate number of shares which may be
purchased thereafter under the Plan shall not exceed the number of shares
reserved for the Plan.
4.2 ADJUSTMENT FOR CHANGES IN COMMON STOCK
In the event that adjustments are made in the number of outstanding
shares of Common Stock or said shares are exchanged for a different class of
stock of the Corporation or for shares of stock of any other corporation by
reason of merger, consolidation, stock dividend, stock split or otherwise, the
Committee may make appropriate adjustments in (i) the number and class of shares
or other securities that may be reserved for purchase, or purchased, hereunder,
and (ii) the Option Price. All such adjustments shall be made in the sole
discretion of the Committee, and its decision shall be binding and conclusive.
4.3 INSUFFICIENT SHARES
If the aggregate funds available for the purchase of Common Stock on
any Exercise Date would cause an issuance of shares in excess of the number
provided for in Section 4.1 hereof, (i) the Committee shall proportionately
reduce the number of shares which would otherwise be purchased by each
Participant in order to eliminate such excess, and (ii) the Plan shall
automatically terminate immediately after such Exercise Date.
4.4 CONFIRMATION
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Each purchase of Common Stock hereunder shall be confirmed in writing
to the Participant. A record of purchases shall be maintained by appropriate
entries on the books of the Corporation. Participants may obtain a certificate
or certificates for all or part of the shares of Common Stock purchased
hereunder by requesting same in writing.
4.5 RIGHTS AS SHAREHOLDERS
The shares of Common Stock purchased by a Participant on an Exercise
Date shall, for all purposes, be deemed to have been issued and sold at the
close of business on such Exercise Date. Prior to that time, none of the rights
or privileges of a shareholder of the Corporation shall exist with respect to
such shares.
ARTICLE V
TERMINATION
5.1 VOLUNTARY WITHDRAWAL
A Participant may withdraw from the Plan at any time by filing notice
of withdrawal prior to the close of business on an Exercise Date. Upon
withdrawal, the entire amount, if any, in a Participant's Account shall be
refunded to him without interest. Any Participant who withdraws from the Plan
may again become a Participant in accordance with Section 2.1 hereof.
5.2 TERMINATION OF ELIGIBILITY
If a Participant retires, he or she may elect to (i) withdraw the
entire amount, if any, in his Plan Account, or (ii) have said amount used to
purchase whole shares of Common Stock pursuant to Section 3.2 hereof on the next
succeeding Exercise Date, and have any remaining balance refunded without
interest.
If a Participant ceases to be eligible under Section 2.1 hereof for any
reason other than retirement, the dollar amount and the number of unissued
shares in such Participant's Account will be refunded or distributed to
Participant's designated beneficiary or estate, or otherwise disposed of in
accordance with policies and procedures prescribed by the Committee in cases
where such a refund or distribution may not be possible.
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ARTICLE VI
GENERAL PROVISIONS
6.1 NOTICES
Any notice which a Participant files pursuant to the Plan shall be made
on forms prescribed by the Committee and shall be effective when received by
Corporate Benefits Administration.
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6.2 CONDITION OF EMPLOYMENT
Neither the creation of the Plan nor participation therein shall be
deemed to create any right of continued employment or in any way affect the
right of the Corporation to terminate an Employee.
6.3 AMENDMENT OF THE PLAN
The Board of Directors or the Compensation Committee of the Board of
Directors may at any time, or from time to time, amend the Plan in any respect,
except that, without approval of the shareholders, no amendment may increase the
aggregate number of shares reserved under the Plan other than as provided in
Section 4.2 hereof, materially increase the benefits accruing to Participants or
materially modify the requirements as to eligibility for participation in the
Plan. Any amendment of the Plan must be made in accordance with applicable
provisions of the Code and/or regulations issued thereunder, any other
applicable law or regulations, and the requirements of the principal exchange
upon which the Common Stock is listed.
6.4 APPLICATION OF FUNDS
All funds received by the Corporation by reason of purchases of Common
Stock hereunder may be used for any corporate purpose.
6.5 LEGAL RESTRICTIONS
The Corporation shall not be obligated to sell shares of Common Stock
hereunder if counsel to the Corporation determines that such sale would violate
any applicable law or regulation.
6.6 GENDER
Whenever used herein, use of any gender shall be applicable to both
genders.
6.7 GOVERNING LAW
The Plan and all rights and obligations thereunder shall be construed
and enforced in accordance with the laws of the State of Florida and any
applicable provisions of the Code and the related regulations.
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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.
By:
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Title:
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ATTEST:
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Secretary
[SEAL]
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