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Exhibit 4.4
2000 LIMITED OMNIBUS AND INCENTIVE PLAN
FOR
AMERICREDIT CORP.
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TABLE OF CONTENTS
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<S> <C> <C>
1. PURPOSE..............................................................1
2. DEFINITIONS..........................................................1
(a) "Agreed Price"..............................................1
(b) "Award".....................................................1
(c) "Available Shares"..........................................1
(d) "Board".....................................................1
(e) "Broker Assisted Exercise"..................................1
(f) "Business Day"..............................................1
(g) "Cause".....................................................1
(h) "Code"......................................................1
(i) "Committee".................................................2
(j) "Company"...................................................2
(k) "Date of Grant".............................................2
(l) "Director"..................................................2
(m) "Disability"................................................2
(n) "Effective Date"............................................2
(o) "Eligible Person"...........................................2
(p) "Fair Market Value".........................................2
(q) "Holder"....................................................2
(r) "Incentive Stock Option"....................................2
(s) "Limited SAR"...............................................3
(u) "Nonqualified Stock Option".................................3
(v) "Option"....................................................3
(w) "Optionee"..................................................3
(x) "Option Price"..............................................3
(y) "Outside Director"..........................................3
(z) "Parent"....................................................3
(aa) "Performance Award".........................................3
(ab) "Performance Period"........................................3
(ac) "Plan"......................................................3
(ad) "Plan Year".................................................3
(ae) "Restriction(s)"............................................4
(af) "Restricted Period".........................................4
(ag) "Restricted Shares".........................................4
(ah) "Restricted Share Award"....................................4
(ai) "Restricted Share Distributions"............................4
(aj) "SAR".......................................................4
(ak) "Separation"................................................4
(al) "Share(s)"..................................................4
(am) "Spread"....................................................4
(an) "Subsidiary"................................................4
(ao) "1933 Act"..................................................4
(ap) "1934 Act"..................................................4
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3. AWARD OF AVAILABLE SHARES............................................4
4. CONDITIONS FOR GRANT OF AWARDS.......................................5
5. GRANT OF OPTIONS.....................................................5
6. OPTION PRICE.........................................................5
7. EXERCISE OF OPTIONS..................................................6
8. EXERCISABILITY OF OPTIONS............................................6
9. TERMINATION OF OPTION PERIOD.........................................6
10. INCENTIVE STOCK OPTIONS FOR 10% SHAREHOLDER..........................7
11. NONQUALIFIED STOCK OPTIONS...........................................7
12. RESTRICTED SHARE AWARDS..............................................7
13. PERFORMANCE AWARDS...................................................8
14. ACCELERATION ON CHANGE IN CONTROL....................................8
15. ADJUSTMENT OF AVAILABLE SHARES.......................................9
16. TRANSFERABILITY OF AWARDS...........................................10
17. ISSUANCE OF SHARES..................................................10
18. STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION RIGHTS.....11
19. ADMINISTRATION OF THE PLAN..........................................13
20. TAX WITHHOLDING.....................................................14
21. INTERPRETATION......................................................14
22. MISCELLANEOUS.......................................................14
23. AMENDMENT AND DISCONTINUATION OF THE PLAN...........................15
24. SECTION 83(B) ELECTION..............................................16
25. EFFECTIVE DATE AND TERMINATION .....................................16
</TABLE>
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2000 LIMITED OMNIBUS AND INCENTIVE PLAN
FOR
AMERICREDIT CORP.
1. PURPOSE. The purpose of this Plan is to advance the interests of
AmeriCredit Corp. and increase shareholder value by providing additional
incentives to attract, retain and motivate qualified and competent employees,
and Outside Directors, upon whose efforts and judgment its success is largely
dependent.
2. DEFINITIONS. As used herein, the following terms shall have
the meaning indicated:
(a) "AGREED PRICE" shall relate to the grant of a SAR or Limited SAR
under an Award, and shall mean the value assigned to the Available Shares in
the Award which will form the basis for calculating the Spread on the date of
exercise of the SAR or Limited SAR, which assigned value may be any value
determined by the Committee, including the Fair Market Value of the Shares on
the Date of Grant.
(b) "AWARD" shall mean either an Option, a SAR, a Restricted Share
Award, or a Performance Award, except that where it shall be appropriate to
identify the specific type of Award, reference shall be made to the specific
type of Award.
(c) "AVAILABLE SHARES" shall mean, at each time of reference, the
total number of Shares described in SECTION 3 with respect to which the
Committee may grant an Award, all of which Available Shares shall be held in
the Parent's treasury or shall be made available from authorized and unissued
Shares.
(d) "BOARD" shall mean the Board of Directors of the Parent.
(e) "BROKER ASSISTED EXERCISE" shall mean a special sale and
remittance procedure pursuant to which the Optionee shall concurrently provide
irrevocable written instructions to (a) a brokerage firm ("BROKER") to effect
the immediate sale of the Shares and remit to the Company, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate Option Price plus all amounts described in SECTION 20, and (b) the
Company to deliver the certificates for the Shares directly to such brokerage
firm in order to complete the sale.
(f) "BUSINESS DAY" shall mean, if the Shares are listed on a
National Securities Exchange at the time of reference, any day such Exchange
is operating, and otherwise it shall mean any day that commercial banks in the
city in which the Company has its principal place of business are open.
(g) "CAUSE" shall mean the Holder's willful misconduct or gross
negligence, as reasonably determined by the Committee in its sole discretion.
(h) "CODE" shall mean the Internal Revenue Code of 1986, as now or
hereafter amended.
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(i) "COMMITTEE" shall mean the persons designated by the Board as
the Stock Option Committee, or, in the absence of appointment, then it shall
mean the Board.
(j) "COMPANY" shall mean the Parent and its Subsidiaries, except
when it shall be appropriate to refer only to AmeriCredit Corp., then it shall
be referred to as "Parent".
(k) "DATE OF GRANT" shall mean the date on which the Committee takes
formal action to grant an Award, PROVIDED that it is followed, as soon as
reasonably possible, by written notice to the Eligible Person receiving the
Award.
(l) "DIRECTOR" shall mean a member of the Board.
(m) "DISABILITY" shall mean a Holder's present incapacity resulting
from an injury or illness (either mental or physical) which, in the reasonable
opinion of the Committee based on such medical evidence as it deems necessary,
will result in death or can be expected to continue for a period of at least
twelve (12) months and will prevent the Holder from performing the normal
services required of the Holder by the Company, PROVIDED, HOWEVER, that such
disability did not result, in whole or in part: (i) from chronic alcoholism;
(ii) from addiction to narcotics; (ii) from a felonious undertaking; or (iv)
from an intentional self-inflicted wound.
(n) "EFFECTIVE DATE" shall mean August 1, 2000.
(o) "ELIGIBLE PERSON" shall mean Outside Directors, and those full
time employees of the Company selected by the Committee; PROVIDED, HOWEVER,
that a Named Excluded Officer shall not be eligible to receive an Award.
(p) "FAIR MARKET VALUE" shall mean, as of a particular date, the
closing value of Shares on such date, if a Business Day, and otherwise the
closing value on the next preceding Business Day, which closing value shall be
(i) if the Shares are listed or admitted for trading on any United States
national securities exchange, the last reported sale price of the Shares on
such exchange as reported in any newspaper of general circulation, or (ii) if
the Shares are quoted on NASDAQ, or any similar system of automated
dissemination of quotations of securities prices in common use, the mean
between the closing high bid and low asked quotations on such system. If
neither clause (i) nor clause (ii) is applicable, the closing value shall be
the fair market value on such Business Day as determined by any fair and
reasonable means prescribed by the Committee.
(q) "HOLDER" shall mean, at each time of reference, each person
(including, but not limited to an Optionee) with respect to whom an Award is
in effect, except that where it is appropriate to distinguish between a Holder
with respect to an Option and a Holder with respect to a different type of
Award, reference shall be made to Optionee; and PROVIDED, FURTHER, that to the
extent provided under, and subject to the conditions of, an Award, it shall
refer to the person who succeeds to the rights of the Holder upon the death of
the Holder.
(r) "INCENTIVE STOCK OPTION" shall mean an Option that is an
incentive stock option as defined in Section 422 of the Code; PROVIDED that an
Option which is designated as an
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Incentive Stock Option but which, in whole or in part, does not satisfy all of
the requirements of an Incentive Stock Option shall be a Nonqualified Stock
Option.
(s) "LIMITED SAR" shall mean a limited stock appreciation right as
defined in SECTION 18 hereof.
(t) "NAMED EXCLUDED OFFICER" shall mean each of Messrs. Clifton
H. Morris, Jr., Michael R. Barrington, Daniel E. Berce and Edward H. Esstman.
(u) "NONQUALIFIED STOCK OPTION" shall mean an Option that is not an
Incentive Stock Option.
(v) "OPTION" (when capitalized) shall mean any Incentive Stock
Option and Nonqualified Stock Option granted under this Plan, except that,
where it shall be appropriate to identify a specific type of Option, reference
shall be made to the specific type of Option; PROVIDED, FURTHER, without
limitation, that a single Option may include both Incentive Stock Option and
Nonqualified Stock Option provisions.
(w) "OPTIONEE" shall mean a person (including a "Holder", see
definition) to whom an Option is granted.
(x) "OPTION PRICE" shall mean the price per Share which is required
to be paid by the Optionee in order to exercise his right to acquire a Share
under the terms of the Option.
(y) "OUTSIDE DIRECTOR" shall mean each Director who is not an
employee of the Company.
(z) "PARENT" shall mean AmeriCredit Corp., a Texas corporation.
(aa) "PERFORMANCE AWARD" shall mean the award which is granted
contingent upon the attainment of the performance objectives during the
Performance Period, all as described more fully in SECTION 13.
(bb) "PERFORMANCE PERIOD" shall mean the period described in SECTION
13 with respect to which the performance objectives relate.
(cc) "PLAN" shall mean this 2000 Limited Omnibus And Incentive Plan
For AmeriCredit Corp.
(dd) "PLAN YEAR" shall mean the 12 month period beginning on August
1, 2000, and on each anniversary thereof.
(ee) "RESTRICTION(S)" shall mean the restrictions applicable to
Available Shares subject to an Award which prohibit the "transfer" of such
Available Shares, and which constitute "a substantial risk of forfeiture" with
respect to such Available Shares, as those terms are defined under section
83(a)(1) of the Code.
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(ff) "RESTRICTED PERIOD" shall mean the period during which
Restricted Shares shall be subject to Restrictions.
(gg) "RESTRICTED SHARES" shall mean the Available Shares granted to
an Eligible Person which are subject to Restrictions.
(hh) "RESTRICTED SHARE AWARD" shall mean the award of Restricted
Shares.
(ii) "RESTRICTED SHARE DISTRIBUTIONS" shall mean any amounts, whether
Shares, cash or other property (other than regular cash dividends) paid or
distributed by the Parent with respect to Restricted Shares during a
Restricted Period.
(jj) "SAR" shall mean a stock appreciation right as defined in
SECTION 18 hereof.
(kk) "SEPARATION" shall mean (i) in the care of a Holder who is not
an Outside Director, the date on which such Holder ceases to have an
employment relationship with the Company for any reason, including death or
Disability; PROVIDED, HOWEVER, a Separation will not be considered to have
occurred for purposes of this (ak)(i) while such Holder is on sick leave,
military leave, or any other leave of absence approved by the Company,
provided such period does not exceed 90 days or, if longer, so long as such
Holder's right to reemployment with the Company is guaranteed either by
statute or by contract; and (ii) in the case of a Holder who is Outside
Director, the date on which such Holder ceases to be a member of the Board.
(ll) "SHARE(S)" shall mean a share or shares of the common stock, par
value $.01 per share, of the Parent.
(mm) "SPREAD" shall mean the difference between the Option Price, or
the Agreed Price, as the case may be, of the Share(s) and the Fair Market
Value of such Share(s).
(nn) "SUBSIDIARY" shall mean any corporation (other than the Parent)
in any unbroken chain of corporations beginning with the Parent if, at the
time of the granting of the Award, each of the corporations, other than the
last corporation in the unbroken chain, owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such unbroken chain.
(oo) "1933 ACT" shall mean the Securities Act of 1933, as amended.
(pp) "1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended.
3. AWARD OF AVAILABLE SHARES. As of the Effective Date, Two Million
(2,000,000) Shares shall automatically, and without further action, become
Available Shares. To the extent any Award shall terminate, expire or be
canceled, the Available Shares subject to such Award, with respect to which
Holder received no benefits of ownership, shall remain Available Shares.
4. CONDITIONS FOR GRANT OF AWARDS.
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(a) Without limiting the generality of the provisions hereof
which deal specifically with each form of Award, Awards shall only be granted
to such one or more Eligible Persons as shall be selected by the Committee.
(b) In granting Awards, the Committee shall take into
consideration the contribution the Eligible Person has made or may be
reasonably expected to make to the success of the Company and such other
factors as the Committee shall determine. The Committee shall also have the
authority to consult with and receive recommendations from officers and other
personnel of the Company with regard to these matters. The Committee may from
time to time in granting Awards under the Plan prescribe such other terms and
conditions concerning such Awards as it deems appropriate, including, without
limitation, relating an Award to achievement of specific goals established by
the Committee or to the continued employment of the Eligible Person for a
specified period of time, PROVIDED that such terms and conditions are not
inconsistent with the provisions of this Plan.
(c) The Awards granted to Eligible Persons shall be in addition
to regular salaries, pension, life insurance or other benefits related to
their service to the Company. Neither the Plan nor any Award granted under
the Plan shall confer upon any person any right to continuance of employment
by the Company; and PROVIDED, FURTHER, that nothing herein shall be deemed to
limit the ability of the Company to enter into any other compensation
arrangements with any Eligible Person.
5. GRANT OF OPTIONS.
(a) The Committee may grant to Optionees from time to time
Options to purchase some or all of the Available Shares. An Option granted
hereunder shall be either an Incentive Stock Option or a Nonqualified Stock
Option, shall be evidenced by a written agreement that shall contain such
provisions as shall be selected by the Committee, which may incorporate the
terms of this Plan by reference, and which clearly shall state whether it is
(in whole or in part) an Incentive Stock Option or a Nonqualified Stock
Option.
(b) The aggregate Fair Market Value (determined as of the Date
of Grant) of the Available Shares with respect to which any Incentive Stock
Option is exercisable for the first time by an Optionee during any calendar
year under the Plan and all such plans of the Company and any parent and
subsidiary of the Company (as defined in Section 425 of the Code) shall not
exceed $100,000.
6. OPTION PRICE.
(a) The Option Price shall be any price determined by the
Committee. Without limitation, except as provided in SECTION 15, the
Committee shall not, directly or indirectly, reduce the Option Price of an
existing Option.
(b) The Option Price of any Shares purchased shall be paid
solely in cash, by wire transfer, by certified or cashier's check, or by
money order from the Optionee or the Broker (in a Broker Assisted Exercise);
PROVIDED, FURTHER, if expressly provided in the Option, and not otherwise,
with Shares owned for the minimum period required in order to avoid having
such exercise result in a charge to the Company's earnings; or, if expressly
provided in the Option,
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and not otherwise, with nonforfeitable Shares subject to the Option. If the
Option Price is permitted to be, and is, paid in whole or in part with
Shares, the value of the Shares surrendered shall be their Fair Market Value
on the date they are actually delivered to the Company.
7. EXERCISE OF OPTIONS. An Option shall be deemed exercised
when: (i) the Company has received written notice of such exercise in
accordance with the terms of the Option and this Plan; (ii) full payment of
the aggregate Option Price of the Shares as to which the Option is exercised
has been made, including through a Broker Assisted Exercise; and (iii)
arrangements that are satisfactory to the Company in its sole discretion have
been made to satisfy the Optionee's obligations under SECTION 20. Separate
stock certificates shall be issued by the Parent for any Available Shares
acquired as a result of exercising an Incentive Stock Option and a
Nonqualified Stock Option.
8. EXERCISABILITY OF OPTIONS.
(c) Each Option shall become exercisable in whole or in part
and cumulatively, and shall expire, according to the terms of the Option;
PROVIDED, HOWEVER, that, without limitation, in the case of the grant of an
Option to an officer (as that term is used in Rule 16a-1 promulgated under
the 1934 Act) or any similar rule which may subsequently be in effect, the
Committee may limit the exercisability for the first six (6) months following
the Date of Grant, or provide that no Available Shares acquired on such
exercise shall be transferable during such 6 month period, but in no event
shall an Option be exercisable after the tenth (10th) anniversary of its Date
of Grant.
(b) The expiration date of an Option shall be determined by the
Committee at the Date of Grant, but may, in the Committee's sole discretion,
be extended by the Committee.
(c) The Committee, in its sole discretion, may accelerate the
date on which all or any portion of an otherwise unexercisable Option may be
exercised.
9. TERMINATION OF OPTION PERIOD.
(d) As provided in SECTION 5, and without limitation, each
Option shall be evidenced by an agreement that may contain any provisions
selected by the Committee; PROVIDED, HOWEVER, that in each case the
unexercised portion of an Option shall automatically and without notice
terminate and become null and void on the earlier of (i) the date that
Optionee ceases to be employed by the Company, if such cessation is for
Cause, (ii) the tenth (10th) anniversary of the Date of Grant.
(e) Unless otherwise expressly provided in the Option of
reference, the Committee, in its sole discretion may, by giving written
notice (a "CANCELLATION NOTICE") cancel, effective upon the date of the
consummation of any Change in Control, all or any of the exercisable portion
of any, or all, Options that remain unexercised on such date. Such
Cancellation Notice shall be given a reasonable period of time (but not less
than 15 days) prior to the proposed date of such cancellation, and may be
given either before or after shareholder approval (if any is required) of the
Change in Control, and may be condition on the actual occurrence of the
Change in Control.
10. INCENTIVE STOCK OPTIONS FOR 10% SHAREHOLDER.
Notwithstanding any other provisions of the Plan to the contrary, an
Incentive Stock Option shall not be granted to any
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person owning directly (or indirectly through attribution under section
425(d) of the Code) at the Date of Grant, stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company (or of
its parent or subsidiary [as defined in section 425 of the Code] at the Date
of Grant) unless the Option Price of such Incentive Stock Option is at least
110% of the Fair Market Value on the Date of Grant of the Available Shares
subject to such Incentive Stock Option, and the period during which the
Incentive Stock Option may be exercised does not exceed five (5) years from
the Date of Grant.
11. NONQUALIFIED STOCK OPTIONS. Nonqualified Stock Options may
be granted hereunder and shall contain such terms and provisions as shall be
determined by the Committee, except that each such Nonqualified Stock Option
(i) must be clearly designated as a Nonqualified Stock Option; (ii) may be
granted for Available Shares which become exercisable in excess of the limits
contained in SUBSECTION 5(b); and (iii) shall not be subject to SECTION 10
hereof. If both Incentive Stock Options and Nonqualified Stock Options are
granted to an Optionee, the right to exercise, to the full extent thereof,
Options of either type shall not be contingent in whole or in part upon the
exercise of, or failure to exercise, Options of the other type.
12. RESTRICTED SHARE AWARDS.
(f) Each Restricted Share Award shall be evidenced by an
agreement that may contain any provisions selected by the Committee,
including, without limitation, a provision allowing the Holder, prior to the
date on which the Restrictions lapse with respect to the Restricted Shares of
reference, or within a period of 10 days after such lapse where such lapse is
accelerated, to elect to receive cash in an amount equal to the Fair Market
Value of some or all of the Restricted Shares on the date the Restrictions
with respect to such Restricted Shares lapse, in lieu of retaining the
corresponding formerly Restricted Shares. As a condition to the grant of a
Restricted Share Award, the Committee shall require the Eligible Person
receiving the Restricted Share Award to pay at least an amount equal to the
par value of the Restricted Shares granted under such Restricted Share Award,
and such Restricted Share Award shall automatically terminate if such payment
is not received within 30 days following the Date of Grant. Except as
otherwise provided in the express terms and conditions of each Restricted
Share Award, the Eligible Person receiving the Restricted Share Award shall
have all of the rights of a shareholder with respect to such Restricted
Shares including, but not limited to, voting rights and the right to receive
any dividends paid, subject only to the retention provisions of the
Restricted Share Distributions.
(g) The Restrictions on Restricted Shares shall lapse in whole,
or in installments, over whatever Restricted Period shall be selected by the
Committee; PROVIDED, HOWEVER, that a complete lapse of Restrictions always
shall occur on or before the 10th anniversary of the Date of Grant.
(h) The Committee, in its sole discretion, may accelerate the
date on which Restrictions lapse with respect to any Restricted Shares.
(i) During the Restricted Period, the certificates representing
the Restricted Shares, and any Restricted Share Distributions, shall be
registered in the Holder's name and bear a restrictive legend disclosing the
Restrictions, the existence of the Plan, and the existence of the applicable
agreement granting such Restricted Share Award. At the direction of the
Committee, such certificates shall be deposited by the Holder with the
Company, together with stock powers
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or other instruments of assignment, each endorsed in blank, which will permit
the transfer to the Company of all or any portion of the Restricted Shares,
and any assets constituting Restricted Share Distributions, which shall be
forfeited in accordance with the applicable agreement granting such
Restricted Share Award; and PROVIDED, FURTHER, that any Restricted Share
Distributions shall not bear interest or be segregated into a separate
account but shall remain a general asset of the Company, subject to the
claims of the Company's creditors, until the conclusion of the applicable
Restricted Period.
13. PERFORMANCE AWARDS.
(j) The Committee may grant Performance Awards, which may in
the sole discretion of the Committee represent a Share or be related to the
increase in value of a Share, contingent on the Company's achievement of the
specified performance measures during the Performance Period. The Committee
shall establish the performance measures for each Performance Period, and
such performance measures, and the duration of any Performance Period, may
differ with respect to each Eligible Person who receives a Performance Award,
or with respect to separate Performance Awards issued to the same Eligible
Person. The performance measures, the medium of payment, the Performance
Period(s) and any other conditions to the Company's obligation to pay such
Performance Award in full or in part, shall be set forth in the written
agreement evidencing each Performance Award.
(k) The Committee shall determine the manner and medium of
payment of each Performance Award, which manner may include immediate or
deferred payment, and which medium may include cash, Shares (including,
without limitation, Available Shares), Restricted Shares (but only if
expressly provided for in the agreement evidencing the Performance Award), or
any combination thereof as the Committee shall select.
(l) Unless otherwise expressly provided in the agreement
evidencing the Performance Award, the Holder of the Performance Award must
remain employed by the Company until the end of the Performance Period in
order to be entitled to any payment under such Performance Award; PROVIDED,
HOWEVER, that the Committee expressly may provide in the agreement granting
such Performance Award that such Holder may become entitled to a specified
portion of the amount earned under such Performance Award based on one or
more specified period(s) of time between the Date of Grant of such
Performance Award and such Holder's termination of employment by the Company
prior to the end of the Performance Period.
14. ACCELERATION ON CHANGE IN CONTROL.
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(m) Except to the extent limited in subsection (b), in the event
of a change in control of the Company (as hereafter defined) all Awards shall
become fully exercisable, nonforfeitable, or the Restricted Period shall
terminate, as the case may be (hereafter, in this SECTION 14, such Award
shall be "accelerated"). As used herein, the term "change in control of the
Company" shall be deemed to have occurred if (i) any "person" (as such term
is used in Sections 13(d) and 14(b)(2) of the 1934 Act) becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% of more of the combined voting power of the Company's then
outstanding securities, (ii) during any period of 12 months, individuals who
at the beginning of such period constitute the Board of Directors of the
Company cease for any reason to constitute a majority thereof unless the
election, or the nomination for election by the Company's shareholders, of
each new director was approved by a vote of at least a majority of the
directors then still in office who were directors at the beginning of the
period or (iii) a person (as defined in clause (i) above) acquires (or,
during the 12-month period ending on the date of the most recent acquisition
by such person or group of persons, has acquired), gross assets of the
Company that have an aggregate fair market value greater than or equal to 50%
of the fair market value of all of the gross assets of the Company
immediately prior to such acquisition or acquisitions.
(n) Notwithstanding any provisions hereof to the contrary, if
an Award is accelerated under SUBSECTION 14(a), the only portion of the Award
which will be accelerated is the portion which can be accelerated without
causing the Holder to have an "excess parachute payment" as determined under
section 280G of the Code, determined by first taking into account all of the
Holder's "parachute payments" determined under section 280G of the Code from
other sources, and then the acceleration hereunder, all as reasonably
determined by the Committee.
15. ADJUSTMENT OF AVAILABLE SHARES.
(o) If at any time while the Plan is in effect or Awards with
respect to Available Shares are outstanding, there shall be any increase or
decrease in the number of issued and outstanding Shares through the
declaration of a stock dividend or through any recapitalization resulting in
a stock split-up, combination or exchange of Shares, then and in such event:
(i) appropriate adjustment shall be made in the maximum
number of Available Shares which may be granted under SECTION 3,
and in the Available Shares which are then subject to each Award,
so that the same proportion of the Parent's issued and outstanding
Shares shall continue to be subject to grant under SECTION 3, and
to such Award, and
(ii) in addition, and without limitation, in the case of
each Award (including, without limitation, Options) which requires
the payment of consideration by the Holder in order to acquire
Shares, an appropriate adjustment shall be made in the
consideration (including, without limitation the Option Price)
required to be paid to acquire the each Share, so that (i) the
aggregate consideration to acquire all of the Shares subject to the
Award remains the same and, (ii) so far as possible (and without
disqualifying an Incentive Stock Option) as reasonably determined
by the Committee in its sole discretion, the adjusted cost of
acquiring each Share shall be a uniform amount.
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(p) The Committee may change the terms of Options outstanding
under this Plan, with respect to the Option Price or the number of Available
Shares subject to the Options, or both, when, in the Committee's judgment,
such adjustments become appropriate by reason of a corporate transaction (as
defined in Treasury Regulation Section 1.425-1(a)(1)(ii)); PROVIDED, HOWEVER,
that if by reason of such corporate transaction an Incentive Stock Option is
assumed or a new option is substituted therefore, the Committee may only
change the terms of such Incentive Stock Option such that (i) the excess of
the aggregate Fair Market Value of the shares subject to option immediately
after the substitution or assumption, over the aggregate option price of such
shares, is not more than the excess of the aggregate Fair Market Value of all
Available Shares subject to the Option immediately before such substitution
or assumption over the aggregate Option Price of such Available Shares, and
(ii) the new option, or the assumption of the old Incentive Stock Option does
not give the Optionee additional benefits which he did not have under the old
Incentive Stock Option.
(q) Without limitation, except as otherwise expressly provided
herein, the issuance by the Parent of shares of its capital stock of any
class, or securities convertible into shares of capital stock of any class,
either in connection with direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations
of the Parent convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to
Available Shares subject to Awards granted under the Plan.
(r) Without limiting the generality of the foregoing, the
existence of outstanding Awards with respect to Available Shares granted
under the Plan shall not affect in any manner the right or power of the
Parent to make, authorize or consummate (1) any or all adjustments,
recapitalizations, reorganizations or other changes in the Parent's capital
structure or its business; (2) any merger or consolidation of the Parent; (3)
any issue by the Parent of debt securities, or preferred or preference stock
which would rank above the Available Shares subject to outstanding Awards;
(4) the dissolution or liquidation of the Parent; (5) any sale, transfer or
assignment of all or any part of the assets or business of the Company; or
(6) any other corporate act or proceeding, whether of a similar character or
otherwise.
16. TRANSFERABILITY OF AWARDS. Each Award shall provide that
such Award shall not be transferable by the Holder otherwise than by will or
the laws of descent and distribution, or, if so provided in the Award, (a)
that such Award is transferable, in whole or in part, without payment of
consideration, to immediate family members of the Holder, to trusts for such
family members, or to partnerships whose only partners are such family
members, or (b) to a person or other entity for which the Holder is entitled
to a deduction for a "charitable contribution" under Section 170(a)(i) of the
Code (PROVIDED, in each such case that no further transfer by any such
permitted transferee(s) shall be permitted).
17. ISSUANCE OF SHARES. No Holder or other person shall be, or
have any of the rights or privileges of, the owner of Shares subject to an
Award unless and until certificates representing such Shares shall have been
issued and delivered to such Holder or other person. As a condition of any
issuance of Shares, the Committee may obtain such agreements or undertakings,
if any, as the Committee may deem necessary or advisable to assure compliance
with any such law or regulation including, but not limited to, the following:
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(i) a representation, warranty or agreement by the person
Holder such Shares to the Parent, at the time any Shares are
transferred, that he is acquiring the Shares to be issued to him for
investment and not with a view to, or for sale in connection with, the
distribution of any such Shares; and
(ii) a representation, warranty or agreement to be bound by
any legends that are, in the opinion of the Committee, necessary or
appropriate to comply with the provisions of any securities law deemed
by the Committee to be applicable to the issuance of the Shares and are
endorsed upon the Share certificates.
Share certificates issued to the Holder receiving such Shares who
are parties to any shareholders agreement or any similar agreement shall bear
the legends contained in such agreements. Notwithstanding any provision
hereof to the contrary, no Shares shall be required to be issued with respect
to an Award unless counsel for the Parent shall be reasonably satisfied that
such issuance will be in compliance with applicable Federal or state
securities laws.
18. STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION
RIGHTS.
(s) The Committee shall have authority to grant a SAR, or to
grant a Limited SAR with respect to all or some of the Available Shares
covered by any Option ("RELATED OPTION"), or with respect to, or as some or
all of, a Performance Award ("RELATED PERFORMANCE AWARD"). A SAR or Limited
SAR granted with respect to an Incentive Stock Option must be granted
together with the Related Option. A SAR or Limited SAR granted with respect
to a Related Nonqualified Stock Option or a Performance Award, may be granted
on or after the Date of Grant of such Related Option or Related Performance
Award.
(t) For the purposes of this SECTION 18, the following
definitions shall apply:
(i) The term "OFFER" shall mean any tender offer or
exchange offer for thirty percent (30%) or more of the outstanding
Shares of the Parent, other than one made by the PARENT; PROVIDED
that the corporation, person or other entity making the Offer
acquires Shares pursuant to such Offer.
(ii) The term "OFFER PRICE PER SHARE" shall mean the
highest price per Share paid in any Offer which is in effect at any
time during the period beginning on the sixtieth (60th) day prior
to the date on which a Limited SAR is exercised and ending on the
date on which the Limited SAR is exercised. Any securities or
properties which are a part or all of the consideration paid or to
be paid for Shares in the Offer shall be valued in determining the
Offer Price Per Share at the higher of (1) the valuation placed on
such securities or properties by the person making such Offer, or
(2) the valuation placed on such securities or properties by the
Committee.
(iii) The term "LIMITED SAR" shall mean a right granted
under this Plan with respect to a Related Option or Related
Performance Award, that shall entitle the Holder to an amount in
cash equal to the Offer Spread in the event an Offer is made.
(iv) The term "OFFER SPREAD" shall mean, with respect to
each Limited SAR, an amount equal to the product of (1) the excess
of (A) the Offer Price Per Share
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immediately preceding the date of exercise over (B) (x) if the
Limited SAR is granted in tandem with an Option, then the Option
Price per Share of the Related Option, or (y) if the Limited SAR is
issued with respect to a Performance Award, the Agreed Price under
the Related Performance Award, multiplied by (2) the number of
Available Shares with respect to which such Limited SAR is being
exercised; PROVIDED, HOWEVER, that with respect to any Limited SAR
granted in tandem with an Incentive Stock Option, in no event shall
the Offer Spread exceed the amount permitted to be treated as the
Offer Spread under applicable Treasury Regulations or other legal
authority without disqualifying the Option as an Incentive Stock
Option.
(v) The term "SAR" shall mean a right granted under this
Plan, including, without limitation, a right granted in tandem with
an Award, that shall entitle the Holder thereof to an amount in
cash equal to the Spread.
(vi) The term "SAR SPREAD" shall mean with respect to
each SAR an amount equal to the product of (1) the excess of (A)
the Fair Market Value per Share on the date of exercise over (B)
(x) if the SAR is granted in tandem with an Option, then the Option
Price per Share of the Related Option, (y) if the SAR is granted in
tandem with a Performance Award, the Agreed Price under the Related
Performance Award, or (z) if the SAR is granted by itself with
respect to a designated number of Available Shares, then whichever
of the FMV of the Available Shares on the Date of Grant, or the
Agreed Price, shall be designated in the SAR agreement, in each
case multiplied by (2) the number of Available Shares with respect
to which such SAR is being exercised; PROVIDED, HOWEVER, that with
respect to any SAR granted in tandem with an Incentive Stock
Option, in no event shall the SAR Spread exceed the amount
permitted to be treated as the SAR Spread under applicable Treasury
Regulations or other legal authority without disqualifying the
Option as an Incentive Stock Option.
(u) To exercise the SAR or Limited SAR, the Holder shall:
(i) Give written notice thereof to the Company,
specifying the SAR or Limited SAR being exercised and the number or
Available Shares with respect to which such SAR or Limited SAR is
being exercised, and
(ii) If requested by the Company, deliver within a
reasonable time the agreement evidencing the SAR or Limited SAR
being exercised, and the Related Option agreement, or Related
Performance Award agreement, to the Secretary of the Company who
shall endorse or cause to be endorsed thereon a notation of such
exercise and return all agreements to the Holder.
(v) As soon as practicable after the exercise of a SAR or
Limited SAR, the Company shall pay to the Holder (i) cash, (ii) at the
request of the Holder and the approval of the Committee, or in accordance
with the terms of the Award, Shares, or (iii) a combination of cash and
Shares, having a Fair Market Value equal to either the SAR Spread, or to the
Offer Spread, as the case may be; PROVIDED, HOWEVER, that the Company may, in
its sole discretion, withhold from such payment any amount necessary to
satisfy the Company's obligation for federal and state withholding taxes with
respect to such exercise.
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(w) A SAR or Limited SAR may be exercised only if and to the extent
that it is permitted under the terms of the Award which, in the case of a
Related Option, shall be only when such Related Option is eligible to be
exercised; PROVIDED, HOWEVER, a Limited SAR may be exercised only during the
period beginning on the first day following the date of expiration of the
Offer and ending on the thirtieth (30th) day following such date.
(x) Upon the exercise of a SAR or Limited SAR, and without limiting
the generality of SECTION 3, the Available Shares under the Related Option or
Related Performance Award to which such exercised SAR or Limited SAR relate
shall never again be Available Shares.
(y) Upon the exercise or termination of a Related Option, or the
payment or termination of a Related Performance Award, the SAR or Limited SAR
with respect to such Related Option or Related Performance Award likewise
shall terminate.
(z) A SAR or Limited SAR shall be transferable only to the extent,
if any, that the Related Award is transferable, and under the same conditions.
(aa) A SAR or Limited SAR granted with respect to an Incentive Stock
Option may be exercised only when the Fair Market Value of the Available
Shares exceeds the Option Price.
(bb) Each SAR or Limited SAR shall be on such terms and conditions
not inconsistent with this Plan as the Committee may determine and shall be
evidenced by a written agreement.
(cc) The Holder shall have no rights as a stockholder with respect to
the related Available Shares as a result of the grant of a SAR or Limited SAR.
19. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee and, except for
the powers reserved to the Board in SECTION 23 hereof, the Committee shall
have all of the administrative powers under Plan.
(b) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan and, without limitation,
may delegate all of what, in its sole discretion, it determines to be
ministerial duties to an officer of the Parent. Without limitation, the
determinations under, and the interpretations of, any provision of the Plan or
an Award by the Committee shall, in all cases, be in its sole discretion, and
shall be final and conclusive.
(c) Any and all determinations and interpretations of the Committee
shall be made either (i) by a majority vote of the members of the Committee at
a meeting duly called, with at least 3 days prior notice and a general
explanation of the subject matter given to each member, or (ii) without a
meeting, by the written approval of all members of the Committee.
(d) Subject to the express provisions of this Plan, the Committee
shall have the authority, in its sole and absolute discretion (i) to adopt,
amend, and rescind administrative and interpretive rules and regulations
relating to this Plan or any Options; (ii) as provided in the SUBSECTION 9(a)
AND (b), upon the occurrence of certain events, to make appropriate
adjustments to the Option Price and number of Shares subject to this Plan and
Option; and (iii) to make all
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other determinations and perform all other acts necessary or advisable for
administering this Plan, including the delegation of such ministerial acts and
responsibilities as the Committee deems appropriate. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in this Plan
or any Option in the manner and to the extent it shall deem expedient to carry
it into effect, and it shall be the sole and final judge of such expediency.
(e) No member of the Committee shall be liable for any action taken
or omitted to be taken by him or by any other member of the Committee with
respect to the Plan, and to the extent of liabilities not otherwise insured
under a policy purchased by the Company, the Company does hereby indemnify and
agree to defend and save harmless any member of the Committee with respect to
any liabilities asserted or incurred in connection with the exercise and
performance of their powers and duties hereunder, unless such liabilities are
judicially determined to have arisen out of such member's gross negligence,
fraud or bad faith. Such indemnification shall include attorney's fees and all
other costs and expenses reasonably incurred in defense of any action arising
from such act of commission or omission. Nothing herein shall be deemed to
limit the Company's ability to insure itself with respect to its obligations
hereunder.
20. TAX WITHHOLDING. On or immediately prior to the date on which a
payment is made to a Holder hereunder or, if earlier, the date on which an
amount is required to be included in the income of the Holder as a result of
an Award, the Holder shall be required to pay to the Company in cash, or at
the sole discretion of the Committee, or as provided in the Award, in Shares
(including, but not limited to, the reservation to the Company of the
requisite number of Available Shares otherwise payable to such Holder with
respect to such Award) the amount which the Company reasonably determines to
be appropriate in order to reimburse the Company for applicable federal or
state tax withholding requirements, and the collection of employment taxes, if
applicable; PROVIDED THAT, where Shares are used to satisfy such withholding,
the withholding will be limited to the minimum amount, as determined by the
Company, necessary to satisfy such withholding requirements and employment
taxes.
21. INTERPRETATION.
(a) If any provision of this Plan, or any Award, is held to be
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of this Plan or any Award, but such provision
shall be fully severable, and the Plan or Award, as applicable, shall be
construed and enforced as if the illegal or invalid provision had never been
included in the Plan or Award, as applicable.
(b) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(c) Headings contained in this Agreement are for convenience only
and shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine, or neuter gender shall
be a reference to such other gender as is appropriate.
22. MISCELLANEOUS.
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(a) The proceeds received by the Company from the sale of Shares
pursuant to an Option shall be used for general corporate purposes.
(b) Neither the Board, the Committee, nor the Company guarantees
Shares from loss or depreciation.
(c) Records of the Company shall be conclusive for all purposes
under this Plan or any Award, unless determined by the Committee to be
incorrect.
(d) The Company shall, upon request or as may be specifically
required under this Plan or any Award, furnish or cause to be furnished all of
the information or documentation that is necessary or required by the
Committee to perform its duties and functions under this Plan or any Award.
(e) The Company assumes no liability to any Holder or his legal
representatives, heirs, legatees or distributees for any act of, or failure to
act on the part of, the Committee.
(f) Whenever any notice is required or permitted under this Plan,
such notice must be in writing and personally delivered or sent by mail or
delivery by a nationally recognized courier service. Any notice required or
permitted to be delivered under this Plan shall be deemed to be delivered on
the date on which it is personally delivered, or, if mailed, whether actually
received or not, on the third Business Day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address that such person has previously specified
in accordance with this subsection , or, if by courier, seventy-two (72) hours
after it is sent, addressed as described in this subsection. The Company or
the Holder may change, at any time and from time to time, by written notice to
the other, the address that it or he had previously specified for receiving
notices. Until changed in accordance with this Plan, the Company and the
Holder shall be deemed to have specified as its and his address for receiving
notices, as to the Company, the principal executive offices of the Company
and, as to the Holder, the most current address of the Holder set forth in the
Company's employment records.
(g) This Plan shall be binding upon the Holder, his legal
representatives, heirs, legatees and distributees; upon the Company, its
successors, and assigns; and upon the Board and its successors.
23. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Board, or the
Committee (subject to the prior written authorization of the Board), may from
time to time amend the Plan or any Award; PROVIDED, HOWEVER, that (except to
the extent provided in SECTION 15) no such amendment may, without approval by
the shareholders of the Parent, (a) increase the number of Available Shares or
change the class of Eligible Persons, (b) permit the granting of Awards which
expire beyond the maximum 10-year period described in SUBSECTION 9(a)(ii), or
(c) extend the termination date of the Plan as set forth in SECTION 25; and
PROVIDED, FURTHER, that (except to the extent provided in SUBSECTIONS 8(b) AND
9(b) hereof) no amendment or suspension of the Plan or any Award issued
hereunder shall, except as specifically permitted in any Award, substantially
impair any Award previously granted to any Holder without the consent of such
Holder.
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24. SECTION 83(b) ELECTION. If as a result of receiving an Award, a
Holder receives Restricted Shares subject to a "substantial risk of
forfeiture", then such Holder may elect under section 83(b) of the Code to
include in his gross income, for his taxable year in which the Restricted
Shares are transferred to him, the excess of the Fair Market Value (determined
without regard to any Restriction other than one which by its terms will never
lapse), of such Restricted Shares at the Date of Grant, over the amount paid
for the Restricted Shares. If the Holder makes the section 83(b) election
described above, the Holder (i) shall make such election in a manner that is
satisfactory to the Committee, (ii) shall provide the Committee with a copy of
such election, (iii) agrees to promptly notify the Company if any Internal
Revenue Service or state tax agent, on audit or otherwise, questions the
validity or correctness of such election or of the amount of income reportable
on account of such election, and (iv) agrees to comply with the provision of
SECTION 20 to the extent the Committee may reasonably require in its sole and
absolute discretion.
25. EFFECTIVE DATE AND TERMINATION DATE. The Plan is effective on
its Effective Date; PROVIDED, HOWEVER, if the Plan is not approved by a
majority of the stockholders, present and voting at a duly called meeting, on
or before the first anniversary of its Effective Date, each Incentive Stock
Option granted pursuant to the Plan shall be deemed to be a Nonqualified Stock
Option; and no further Options shall be granted hereunder subsequent to the
earlier of such first anniversary of the Effective Date or the date of such
stockholder meeting. Unless terminated earlier, the Plan automatically shall
terminate on October 31, 2002.
AMERICREDIT CORP.
<PAGE>
Exhibit 4.4, Appendix A
2000 LIMITED OMNIBUS AND INCENTIVE PLAN
FOR AMERICREDIT CORP.
[[firstname]] [[lastname]]
1. GRANT OF OPTION. As of [[date]] ("Date of Grant"), AmeriCredit
Corp. (the "Company") hereby grants to [[firstname]] [[lastname]] (the
"Optionee") a Nonincentive Stock Option (the "Option") to acquire [[thou]]
Thousand [[hun]] ([[Shares_]]) shares of the Common Stock, one cent ($0.01)
par value of the Company ("Shares") pursuant to the 2000 Limited Omnibus and
Incentive Plan for AmeriCredit Corp. (the "Plan").
2. DEFINITIONS.
(a) CAUSE. Termination of the Optionee's position or positions
with the Company by the employer shall be deemed "for cause" if and
only if it is for reasons of the Optionee's willful misconduct or
gross negligence.
(b) "COMMITTEE" shall mean the Stock Option Committee and/or
the Compensation Committee appointed pursuant to the Plan by the
Board of Directors of the Company, or the Board of Directors if no
such Committee is appointed.
(c) EMPLOYMENT. For all purposes of this Option, the Optionee
shall be deemed to be employed so long as he is employed by the
Company or by any Subsidiary of the Company.
(d) "FAIR MARKET VALUE" of a Share on any date of reference
shall be the value determined by the Committee in its sole discretion
in a fair and uniform manner; provided however, if Shares are
registered under the Securities Act of 1933, the "Fair Market Value"
of a Share on any date of reference shall be the Closing Price on the
business day immediately preceding such date, unless the Committee in
its sole discretion shall determine otherwise in a fair and uniform
manner. For this purpose, the Closing Price of the Shares on any
business day shall be (i) if the Shares are listed or admitted for
trading on any United States national securities exchange, the last
reported sale price of Shares on such exchange, as reported in any
newspaper of general circulation, (ii) if Shares are quoted on
NASDAQ, or any similar system of automated dissemination of
quotations of securities prices in common use, the mean between the
closing high bid and low asked quotations for such day of Shares on
such system, (iii) if neither clause (i) or (ii) is applicable, the
mean between the high bid and low asked quotations for Shares as
reported by the National Daily Quotation Service if at least two
securities dealers have inserted both bid and asked quotations for
Shares on at least five of the ten preceding days, or (iv) in lieu of
the above, if
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actual transactions in the Shares are reported on a consolidated
transaction reporting system, the last sales price of the Shares on
such system.
(e) "SUBSIDIARY" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the
Company if, at the time of the granting of the Option, each of the
corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such
chain.
3. EXERCISE PRICE. The exercise price is $[[Price]] per Share.
4. EXERCISE SCHEDULE. This Option shall be exercisable as follows:
20% on grant date and 20% on each anniversary thereof.
5. TRANSFERABILITY. This Option is not transferable otherwise than
by will or the laws of descent and distribution and during the lifetime of the
Optionee is exercisable only by the Optionee, his guardian or legal
representative.
6. TERMINATION OF OPTION.
(a) The unexercised portion of this Option shall automatically
and without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) ninety (90) days after the date that an Optionee
ceases to be employed by the Company regardless of the reason
therefore OTHER THAN as a result of such termination by reason
of death or mental or physical disability of Optionee as
determined by a medical doctor satisfactory to the Committee or
as a result of such termination of Optionee for cause;
(ii) one (1) year after the date that the Optionee
suffers a mental or physical disability as determined by a
medical doctor satisfactory to the Committee;
(iii) (A) one (1) year after the date that Optionee
ceases to be employed by the Company by reason of Death of the
Optionee, or (B) six (6) months after the date on which the
Optionee shall die if that shall occur during the ninety-day
period described in Subsection 6(a)(i) or the one-year period
described in Subsection 6(a)(ii);
(iv) the date that Optionee ceases to be employed by
the Company as a result of the termination of such position for
cause; and
(v) [[Expire]].
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(b) The Committee in its sole discretion may, by giving written
notice ("cancellation notice") cancel, effective upon the date of the
consummation of any of the following corporate transactions, all or
any portion of this Option which remains unexercised on such date:
(i) any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to a
plan), which has the result that shareholders of the Company
immediately before such transaction cease to own at least 51% of
the voting stock of the Company or of any entity which results
from the participation of the Company in a reorganization,
consolidation, merger, liquidation or any other corporate
transaction;
(ii) a merger, consolidation, reorganization,
liquidation or dissolution in which the Company does not survive;
(iii) a sale, lease, exchange or other disposition of
all or substantially all of the property and assets of the
Company.
Such cancellation notice shall be given a reasonable period of time
prior to the proposed date of such cancellation and may be given either
before or after shareholder approval of such corporate transaction.
(c) The Committee in its sole discretion shall have the power to
cancel, effective upon the date determined by the Committee in its
sole discretion, all or any portion of this Option which is then
exercisable (whether or not accelerated by the Committee) upon
payment to the Optionee of cash in an amount which, in the absolute
discretion of the Committee, is determined to be equal to the excess
of (i) the aggregate Fair Market Value of the Shares subject to such
Option on the effective date of the cancellation over (ii) the
aggregate exercise price of such Option.
7. PAYMENT OF EXERCISE PRICE. This Option shall be deemed exercised
when (i) the Company has received written notice of such exercise in
accordance with the terms of this Option, (ii) full payment of the aggregate
option price of the Shares as to which this Option is exercised has been made,
and (iii) arrangements which are satisfactory to the Committee in its sole
discretion have been made for the Optionee's payment to the Company of the
amount which the Committee determines to be necessary for the Company or the
Subsidiary employing the Optionee to withhold in accordance with applicable
federal or state income tax withholding requirements. The option price of any
Shares purchased shall be paid solely in cash, by certified or cashier's
check, by money order, with Shares (but with Shares only if permitted by the
Committee in its sole discretion at the time of exercise) or by a combination
of the above; provided, however, that the Committee in its sole discretion may
accept a personal check in full or partial payment of any Shares. If the
exercise price is paid in whole or in part with Shares, the value of the
Shares surrendered shall be their Fair Market Value at the date of exercise.
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8. ADJUSTMENT OF SHARES.
(a) If at any time after [[Date]] (the date of the grant of this
Option) while any unexercised portion of this Option is outstanding,
there shall be any increase or decrease in the number of issued and
outstanding Shares through the declaration of a stock dividend or
through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then appropriate adjustment shall
be made in the number of Shares and the exercise price per Share of
such outstanding portion of this Option, so that the same proportion
of the Company's issued and outstanding Shares shall continue to be
subject to purchase at the same aggregate exercise price.
(b) The Committee may change the terms of any outstanding portion
of this Option with respect to the exercise price or the number of
Shares subject to the Option, or both, when, in its sole discretion,
such adjustment becomes appropriate by reason of any corporate
transaction (as defined in Treasury Regulation Section
1.425-1(a)(1)(ii)).
(c) Except as otherwise expressly provided herein, the issuance by
the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class,
either in connection with direct sale or upon the exercise of rights
or warrants to subscribe therefore, or upon conversion of shares or
obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to the number of or exercise price of
Shares then subject to any outstanding portion of this Option.
(d) Without limiting the generality of the foregoing, the
existence of any outstanding portion of this Option shall not affect
in any manner the right or power of the Company to make, authorize or
consummate (1) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure
or its business; (2) any merger or consolidation of the Company; (3)
any issuance by the Company of debt securities, or preferred or
preference stock which would rank above the Shares subject to
outstanding Options; (4) the dissolution or liquidation of the
Company; (5) any sale, transfer or assignment of all or any part of
the assets or business of the Company; or (6) any other corporate act
or proceeding, whether of a similar character or otherwise.
9. ISSUANCE OF SHARES. No person shall be, or have any of the rights
or privileges of, a shareholder of the Company with respect to any of the Shares
subject to this Option unless and until certificates representing such Shares
shall have been issued and delivered to such person. As a condition of any
transfer of the certificate for Shares, the Committee may obtain such agreements
or undertakings, if any, as it may deem
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<PAGE>
necessary or advisable to assure compliance with any provision of the Plan, this
Option or any law or regulation including, but not limited to, the following:
(i) A representation, warranty, or agreement by the
Optionee to the Company, at the time any Option is exercised,
that he is acquiring the Shares to be issued to him for
investment and not with a view to, or for sale in connection
with, the distribution of any such Shares, and
(ii) A representation, warranty, or agreement to be
bound by any legends that are, in the opinion of the Committee,
necessary or appropriate to comply with the provisions of any
securities law deemed by the Committee to be applicable to the
issuance of the Shares and are endorsed upon the Share
certificates.
Share certificates issued to an Optionee who is a party to any shareholders
agreement or a similar agreement shall bear the legends contained in such
agreements.
10. WITHHOLDING. Prior to the issuance of any Shares to Optionee
under this Option, Optionee shall pay to the Company in a form satisfactory to
the Committee the amount (if any) which the Committee reasonably determines to
be necessary for the Company or the Subsidiary which employs the Optionee to
withhold in accordance with applicable income tax withholding requirements.
11. NO RIGHT TO CONTINUE EMPLOYMENT. This Option shall not confer
upon the Optionee any right to continued employment for the length of the
vesting schedule or for any portion thereof.
12. LAW GOVERNING. This Agreementis to be performed in the State of
Texas and shall be construed and enforced in accordance with and governed by
the laws of such state.
13. INTERPRETATION. The Optionee accepts this Option subject to all
the terms and provisions of the Plan and this Agreement. The undersigned
Optionee hereby accepts as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan and
this Agreement.
14. SEVERABILITY. If any provision of this Agreement is invalid,
illegal or unenforceable, the remaining provisions shall not be affected.
15. NOTICES. Any notice under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and
addressed, in the case of the Company, to the Secretary of the Company at the
address indicated on the signature page of this Agreement, or if the Company
should move its principal office, to such principal office, and, in the case
of the Optionee, to his last permanent address shown on the
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Company's records, subject to the right of either party to designate some
other address at any time hereafter in a notice satisfying the requirement of
this section.
16. HEIRS, SUCCESSORS AND ASSIGNS. Each and all of the covenants,
terms, provisions and agreements contained herein shall be binding upon and
inure to the benefit of the Optionee's heirs, legal representatives,
successors and assigns.
17. ORIGINALS. This Agreement may be executed in duplicate
originals, the production of either of which shall be sufficient for all
purposes for the proof of the terms of this Agreement.
AMERICREDIT CORP.
801 Cherry St., Suite 3900
Fort Worth, Texas 76102
By:
------------------------------
CLIFTON H. MORRIS, JR.
Chairman of the Board
----------------------------------
[[firstname]] [[lastname]]
6
