As filed with the Securities and Exchange Commission on September 28, 2000
Registration No. 333-63355
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOLIDAY RV SUPERSTORES, INC.
---------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 59-1834763
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
7851 Greenbriar Parkway, Orlando, FL 32819
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(Address of Principal Executive Offices) (Zip Code)
HOLIDAY RV SUPERSTORES, INC.
1999 STOCK COMPENSATION PROGRAM
1999 STOCK OPTION PLAN
1999 BOARD OF DIRECTOR STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
CONSULTING AGREEMENT OPTIONS
(Full Title of the Plan)
Ronald G. Huneycutt
President
Holiday RV Superstores, Inc.
7851 Greenbriar Parkway
Orlando, FL 32819
(Name and Address of Agent for Service)
(407) 363-9211
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Theodore R. Maloney
Nida & Maloney, LLP
800 Anacapa Street
Santa Barbara, CA 93101
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
============================ =================== ======================= ====================== ======================
Proposed Maximum Proposed Maximum
Title of Securities to Be Amount To Be Offering Price Per Aggregate Offering Amount of
Registered Registered (1) Share (2) Price (2) Registration Fee
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value
$.01 per share 3,775,000 $4.3125 $16,279,687 $4,298
======================================================================================================================
</TABLE>
(1) This Registration Statement covers 3,775,000 shares of common stock of
Holiday RV Superstores, Inc. which may be offered or sold pursuant to the
four plans named above. This Registration Statement also relates to an
indeterminate number of shares of common stock that may be issued upon
stock splits, stock dividends or similar transactions in accordance with
Rule 416.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices of
our common stock as reported on September 18, 2000.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to plan participants as specified in Rule 428(b)(1), such
documents need not be filed with the Securities and Exchange Commission (the
"SEC") either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in the registration statement pursuant to Item 3 of
Part II of this form, taken together, constitute a prospectus that meets the
requirement of Section 10(g) of the Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by Holiday RV Superstores, Inc. (the
"Registrant") with the Commission, are incorporated by reference in this
Registration Statement and made a part hereof:
(a) Description of our common stock contained in Registration
Statement on Form 8-A filed with the SEC on December 22, 1987;
(b) Current Report on Form 8-K dated November 9, 1999 filed with the
SEC on November 23, 1999;
(c) Amendment to the Current Report on Form 8-K dated November 11,
1999 filed with the SEC on January 25, 2000;
(d) Annual Report on Form 10-K for the fiscal year ended October 31,
1999 filed with the SEC on January 28, 2000;
(e) Current Report on Form 8-K dated January 25, 2000 filed with the
SEC on January 31, 2000;
(f) Amendment to the Annual Report on Form 10-K for the fiscal year
ended October 31, 1999 filed with the SEC on February 28, 2000;
(g) Current Report on Form 8-K dated March 1, 2000 filed with the SEC
on March 13, 2000;
(h) Quarterly Report on Form 10-Q for the period ended January 31,
2000 filed with the SEC on March 16, 2000;
(i) Current Report on Form 8-K dated March 20, 2000 filed with the
SEC on March 23, 2000;
(j) Amendment to the Current Report on Form 8-K dated March 1, 2000
filed with the SEC on May 15, 2000;
(k) Quarterly Report on Form 10-Q for the period ended April 30, 2000
filed with the SEC on July 31, 2000; and
(l) Quarterly Report on Form 10-Q for the period ended July 31, 2000
filed with the SEC on September 14, 2000.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained in any document, all or a portion of which is incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Registrant's common stock registered
hereunder will be passed upon for the Registrant by Nida & Maloney, LLP, with
its principal offices in Santa Barbara, California.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "Delaware
Law") permits a corporation to provide in its certificate of incorporation that
directors of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) payments of unlawful dividends or unlawful stock purchases or
redemptions, or (iv) any transaction from which the director derived an improper
personal benefit. The Registrant's certificate of incorporation contains such a
provision.
Section 145 of the Delaware Law provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation -- a "derivative action"), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. Under Section 145, a
corporation shall indemnify an agent of the corporation for expenses actually
and reasonably incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.
Section 145 of the Delaware Law provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise. The
limitation of liability contained in the Registrant's certificate of
incorporation and the indemnification provision included in the Registrant's
bylaws are consistent with Delaware Law Sections 102(b)(7) and 145. The
Registrant has purchased directors and officers liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to such provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in such Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits at page 5.
2
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii)To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida on this 27th day of
September 2000.
HOLIDAY RV SUPERSTORES, INC.
By: /s/ Ronald G. Huneycutt
---------------------------------------
Ronald G. Huneycutt
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald G. Huneycutt and Michael S. Riley, or
either of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto or other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of said attorneys-in-fact and agents full power and authority
to do so and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that either of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ Michael S. Riley Chairman of the September 28, 2000
_______________________ Board of Directors
Michael S. Riley
/s/ Ronald G. Huneycutt President, Chief Executive
_______________________ Officer, Director September 27, 2000
Ronald G. Huneycutt (Principal Executive Officer)
/s/ Gary L. Rodney Vice President,
______________________ Chief Financial Officer
Gary L. Rodney (Principal Financial and Accounting Officer) September 28, 2000
_______________________ Director September __, 2000
Lee Sanders
/s/ David J. Doerge
_______________________ Director September 27, 2000
David J. Doerge
_______________________ Director September ___, 2000
William E. Curtis
/s/ David A. Kamm
________________________ Director September 28, 2000
David A. Kamm
________________________ Director September ___, 2000
Lee A. Iacocca
</TABLE>
4
<PAGE>
HOLIDAY RV SUPERSTORES, INC.
INDEX TO EXHIBITS
<TABLE>
Exhibit
Number Exhibit Filed (F)
------- ------- ---------
<S> <C> <C>
4.1 Holiday RV Superstores, Inc. 1999 Stock Compensation Program F
4.2 Holiday RV Superstores, Inc. 1999 Stock Option Plan F
4.3 Form of Consulting Agreement F
4.4 Form of Consultant Stock Option Agreement F
4.5 Form of 1999 Board of Director Stock Option Agreement F
5.1 Opinion of Nida & Maloney, LLP F
23.1 Consent of PricewaterhouseCoopers, LLP F
23.2 Consent of Nida & Maloney, LLP (included within Exhibit 5.1) F
24.1 Power of Attorney (see page 4 of this Registration Statement)
</TABLE>
5
<PAGE>
HOLIDAY RV SUPERSTORES, INC
1999 STOCK COMPENSATION PROGRAM
1. Purpose. This 1999 Stock Compensation Program (the "Program") is
intended to secure for Holiday RV Superstores, Inc., a Delaware corporation (the
"Company"), its subsidiaries, and its stockholders the benefits arising from
ownership of the Company's common stock (the "Common Stock") by those selected
individuals of the Company and its subsidiaries, who will be responsible for the
future growth of such corporations. The Program is designed to help attract and
retain superior personnel for positions of substantial responsibility with the
Company and its subsidiaries, and to provide individuals with an additional
incentive to contribute to the success of the corporations. Nothing contained
herein shall be construed to amend or terminate any existing options, whether
pursuant to any existing plans or otherwise granted by the Company.
2. Elements of the Program. In order to maintain flexibility in the award
of stock benefits, the Program is composed of seven parts. The first part is the
Incentive Stock Option Plan (the "Incentive Plan") under which are granted
incentive stock options (the "Incentive Options"). The second part is the
Non-Qualified Stock Option Plan (the "Nonqualified Plan") under which are
granted nonqualified stock options (the "Nonqualified Options"). The third part
is the Restricted Share Plan (the "Restricted Plan") under which are granted
restricted shares of Common Stock. The fourth part is the Employee Stock
Purchase Plan (the "Stock Purchase Plan"). The fifth part is the Non-Employee
Director Stock Option Plan (the "Directors Plan") under which grants of options
to purchase shares of Common Stock may be made to non-employee directors of the
Company. The sixth part is the Stock Appreciation Rights Plan (the "SAR Plan")
under which SARs (as defined therein) are granted. The seventh part is the Other
Stock Rights Plan (the "Stock Rights Plan") under which (i) units representing
the equivalent of shares of Common Stock (the "Performance Shares") are granted;
(ii) payments of compensation in the form of shares of Common Stock (the "Stock
Payments") are granted; and (iii) rights to receive cash or shares of Common
Stock based on the value of dividends paid with respect to a share of Common
Stock (the "Dividend Equivalent Rights") are granted. The Incentive Plan, the
Nonqualified Plan, the Restricted Plan, the Stock Purchase Plan, the Directors
Plan, the SAR Plan and the Stock Rights Plan are included herein as Part I, Part
II, Part III, Part IV, Part V, Part VI and Part VII, respectively, and are
collectively referred to herein as the "Plans." The grant of an option, SAR or
restricted share or rights to purchase shares under one of the Plans shall not
be construed to prohibit the grant of an option, SAR or restricted share or
rights to purchase shares under any of the other Plans.
3. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Program set forth below.
4. Administration of the Plans. The Plans shall be administered, construed,
governed, and amended in accordance with their respective terms.
<PAGE>
GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM
Article 1. Administration. The Program shall be administered by the
Company's Board of Directors (the "Board"). If an award under the Program is to
be made to an "Executive Officer" as defined in the Exchange Act (as hereinafter
defined), it must be approved if the Company has a class of equity securities
registered under Section 12 or 15(d) of the Exchange Act, by the Board or by a
committee of the Board, that is composed solely of two or more directors who are
"Non-Employee Directors" within the meaning of Rule 16b-3 promulgated pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
members of the Board, such committee of the Board or such other persons
appointed to administer the Program, when acting to administer the Program, are
herein collectively referred to as the "Program Administrators." To the extent
permitted under the Exchange Act, the Internal Revenue Code of 1986, as amended
(the "Code") or any other applicable law, the Program Administrators, shall have
the authority to delegate any and all power and authority to administer and
operate the Program hereunder to such person or persons as the Program
Administrators deems appropriate which if formed may be referred to by such
title specified by the Board. Subject to the foregoing limitations, as
applicable, the Board may from time to time remove members from the committee,
fill all vacancies on the committee, however caused, and may select one of the
members of the committee as its Chairman.
The Program Administrators shall hold meetings at such times and places as
they may determine and as necessary to approve all grants and other transactions
under the Program as required under Rule 16b-3(d) under the Exchange Act, shall
keep minutes of their meetings, and shall adopt, amend, and revoke such rules
and procedures as they may deem proper with respect to the Program. Any action
of the Program Administrators shall be taken by majority vote or the unanimous
written consent of the Program Administrators.
Article 2. Authority of Program Administrators. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrators shall have sole authority, in their sole and absolute
discretion, (a) to construe and interpret the Program; (b) to define the terms
used herein; (c) to determine the individuals to whom options and restricted
shares and rights to purchase shares shall be granted under the Program; (d) to
determine the time or times at which options and restricted shares, rights to
purchase shares or other awards shall be granted under the Program; (e) to
determine the number and type of shares or securities subject to each option,
restricted share, purchase right and other award, the duration of each award
granted under the Program, and the price of any share purchase; (f) to determine
all of the other terms and conditions of options, restricted shares, purchase
rights and other awards granted under the Program; and (g) to make all other
determinations necessary or advisable for the administration of the Program and
to do everything necessary or appropriate to administer the Program; provided,
however, that the Board shall establish the price for all shares issued
hereunder. All decisions, determinations, and interpretations made by the
Program Administrators shall be binding and conclusive on all participants in
the Program (the "Plan Participants") and on their legal representatives, heirs
and beneficiaries.
Article 3. Maximum Number of Shares Subject to the Program. Subject to the
provisions of Article 7, the maximum aggregate number of shares of Common Stock
subject to the Program shall be 3,000,000 shares. Subject to the limitation
contained in Section 2 of Part 1, the maximum number of shares of Common Stock
issuable pursuant to the Program to any single Program Participant in any given
fiscal year shall be 500,000 shares. The Board of Directors of the Company shall
make recommendations to the Program Administrators from time to time with
respect to the allocation of the shares reserved under the Program for the
directors, officers, employees and agents of the Company and its subsidiaries.
The shares of Common Stock issued under the Program may be authorized but
2
<PAGE>
unissued shares, shares issued and reacquired by the Company or shares purchased
by the Company on the open market. If any of the options granted under the
Program expire or terminate for any reason before they have been exercised in
full, the unpurchased shares subject to those expired or terminated options
shall cease to reduce the number of shares available for purposes of the
Program. If the conditions associated with the grant of restricted shares are
not achieved within the period specified for satisfaction of the applicable
conditions, or if the restricted share grant terminates for any reason before
the date on which the conditions must be satisfied, the shares of Common Stock
associated with such restricted shares shall cease to reduce the number of
shares available for purposes of the Program.
The proceeds received by the Company from the sale of its Common Stock
pursuant to the exercise of options, transfer of restricted shares or issuance
of stock purchased under the Program, if in the form of cash, shall be added to
the Company's general funds and used for general corporate purposes.
Article 4. Eligibility and Participation. Officers, employees, directors
(whether employee directors or non-employee directors), and independent
contractors or agents of the Company or its subsidiaries who are responsible for
or contribute to the management, growth or profitability of the business of the
Company or its subsidiaries shall be eligible for selection by the Program
Administrators to participate in the Program. However, awards of Incentive
Options under the Incentive Plan may be granted only to employees of the Company
or its subsidiaries. An employee may be granted Nonqualified Options under the
Program; provided, however, that the grant of Nonqualified Options and Incentive
Options to an employee shall be the grant of separate options and each
Nonqualified Option and each Incentive Option shall be specifically designated
as such in accordance with applicable provisions of the Treasury Regulations.
Employees of the Company or its subsidiaries whose customary employment for tax
purposes is at least twenty (20) hours per week and more than five consecutive
months in any calendar year, and who own less than 5% of the Common Stock, shall
be eligible to participate in the Employee Stock Purchase Plan. Consultants or
advisors of the Company or its subsidiaries shall be eligible to receive awards
under the Program, provided that such awards would be exempt from registration
under Rule 701 of the Securities Act of 1933, during such time that offers of
securities by the Company are eligible for exemption under Rule 701, or that
such awards would be eligible for registration on Form S-8, during such time
that offers of securities to employees under an employee benefit plan of the
Company are eligible for registration on Form S-8.
The term "subsidiary" as used herein means any company, other than the
Company, in an unbroken chain of companies, beginning with the Company if, at
the time of any grant hereunder, each of the companies, other than the last
company in the unbroken chain, owns stock possessing more than 50% of the total
combined voting power of all classes of stock in one of the other companies in
such chain.
Article 5. Effective Date and Term of Program. The Program shall become
effective upon its adoption by the Board of Directors of the Company subject to
approval of the Program by a majority of the voting shares of the Company voting
in person or by proxy at a meeting of stockholders, in either case following
adoption of the Program by the Board of Directors, which vote shall be taken or
consent granted within 12 months of adoption of the Program by the Company's
Board of Directors. The Program shall continue in effect for a term of 10 years
unless sooner terminated under Article 8 of these General Provisions.
Article 6. Fair Market Value. As used in the Program, "Fair Market Value"
shall mean, as of any date, the value of the Common Stock determined by the
Program Administrators on the basis of such factors as they deem appropriate.
Prior to the grant of any option under the Program, the Program Administrator
shall specify those factors or formulas used to determine Fair Market Value of
the Common Stock subject to such option. In each case, the Program
Administrators' determination of Fair Market Value shall be conclusive and
binding on the Company and the Plan Participants.
3
<PAGE>
Article 7. Adjustments. If the outstanding shares of Common Stock are
increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination, exchange of
shares, other reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made in the maximum number and kind of shares as to which
options and restricted shares may be granted under this Program. A corresponding
adjustment changing the number and kind of shares allocated to unexercised
options, restricted shares, or portions thereof, which shall have been granted
prior to any such change, shall likewise be made. Any such adjustment in
outstanding options shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the option, but with a corresponding
adjustment in the price for each share or other unit of any security covered by
the option.
Article 8. Termination and Amendment of Program. The Program shall
terminate ten (10) years from the date the Program is adopted by the Board of
Directors, or, if applicable, the date a particular Plan is approved by the
stockholders, whichever is earlier, or shall terminate at such earlier time as
the Board of Directors may so determine. No options or restricted shares shall
be granted and no stock shall be sold and purchased under the Program after that
date. Subject to the limitation contained in Article 9 of these General
Provisions, the Program Administrators may at any time amend or revise the terms
of the Program, including the form and substance of the option, restricted share
and stock purchase agreements to be used hereunder; provided, however, that
without approval by the stockholders of the Company representing a majority of
the voting power (as contained in Article 5 of these General Provisions) no
amendment or revision shall (a) increase the maximum aggregate number of shares
that may be sold or distributed pursuant to options granted or stock sold and
purchased under Part I or Part IV, except as permitted under Article 7 of these
General Provisions; (b) change the minimum purchase price for shares under
Section 4 of Part I or the Purchase Price for shares under Part IV; (c) increase
the maximum term established under Parts I or IV for any option or restricted
share; (d) permit the granting of an option, or right to purchase shares under
Parts I or IV to anyone other than as provided in Article 4 of the General
Provisions; (e) change the term of Parts I or IV described in Article 5 of these
General Provisions; or (f) materially increase the benefits accruing to Plan
Participants under Parts I or IV of the Program.
Article 9. Prior Rights and Obligations. No amendment, suspension, or
termination of the Program shall, without the consent of the individual who has
received an option or restricted share or who has purchased a specified share or
shares under Part IV, alter or impair any of that individual's rights or
obligations under any option or restricted share granted or shares sold and
purchased under the Program prior to that amendment, suspension, or termination.
Article 10. Privileges of Stock Ownership. Notwithstanding the exercise of
any option granted pursuant to the terms of this Program, the achievement of any
conditions specified in any restricted share granted pursuant to the terms of
this Program or the election to purchase any shares pursuant to the terms of
this Program, no individual shall have any of the rights or privileges of a
stockholder of the Company in respect of any shares of stock issuable upon the
exercise of his or her option, the satisfaction of his or her restricted share
conditions or the sale, purchase and issuance of such purchased shares until
certificates representing the shares have been issued and delivered. No shares
shall be required to be issued and delivered upon exercise of any option,
satisfaction of any conditions with respect to a restricted share or a purchaser
under Part IV unless and until all of the requirements of law and of all
regulatory agencies having jurisdiction over the issuance and delivery of the
securities shall have been fully complied with.
4
<PAGE>
Article 11. Reservation of Shares of Common Stock. The Company, during the
term of this Program, will at all times reserve and keep available such number
of shares of its Common Stock as shall be sufficient to satisfy the requirements
of the Program. In addition, the Company will from time to time, as is necessary
to accomplish the purposes of this Program, seek or obtain from any regulatory
agency having jurisdiction any requisite authority in order to issue and sell
shares of Common Stock hereunder. The inability of the Company to obtain from
any regulatory agency having jurisdiction the authority deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares of its
stock hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of the stock as to which the requisite authority shall not
have been obtained.
Article 12. Tax Withholding. The exercise of any option or restricted share
granted or the sale and issuance of any shares to be purchased under this
Program are subject to the condition that if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then in such event, the exercise of the
option or restricted share or the sale and issuance of any shares to be
purchased shall not be effective unless such withholding shall have been
effected or obtained in a manner acceptable to the Company. At the Company's
sole and absolute discretion, the Company may, from time to time, accept shares
of the Company's Common Stock subject to one of the Plans as the source of
payment for such liabilities.
Article 13. Compliance with Law. It is the express intent of the Company
that this Program complies in all respect with all applicable provisions of
state and federal law. It is the express intent of the Company that when any
equity security of the Company is registered pursuant to Section 12 of the
Exchange Act, this Program shall comply in all respects with applicable
provisions of the Rule 16b-3 or Rule 16a-1(c)(3) under the Exchange Act in
connection with any grant of awards to, or other transaction by, a Plan
Participant who is subject to Section 16 of the Exchange Act (except for
transactions exempted under alternative Exchange Act rules). Accordingly, if any
provision of the Program or any agreement relating to any award thereunder does
not comply with Rule 16b-3 or Rule 16a-1(c)(3) as then applicable to any such
transaction, such provision will be construed or deemed amended to the extent
necessary to conform to the applicable requirements of Rule 16b-3 or Rule
16a-1(c)(3) so that such Plan Participant shall avoid liability under Section
16(b). Unless otherwise provided in any grant or award to any person who is or
may thereafter be subject to Section 16 of the Exchange Act, the approval of
such grant or award shall include the approval of the disposition of the Company
of Company equity securities for the purposes of satisfying the payment of the
exercise or purchase price or tax withholding obligations related to such grant
or award within the meaning of Rules 16a-1(c)(3) and 16b-3(e).
Article 14. Indemnification. No Program Administrator, as that term is
defined in the Program, or any officer or employee of the Company or an
affiliate acting at the direction or on behalf of the Program Administrator
shall be personally liable for any action or determination taken or made in good
faith with respect to the Program, and shall, to the extent permitted by law, be
fully indemnified and protected by the Company with respect to any such action
or determination.
Article 15. Performance-Based Awards.
(a) Each agreement for the grant of Performance Shares shall specify
the number of Performance Shares subject to such agreement, the Performance
Period and the Performance Objective (each as defined below), and each
agreement for the grant of any other award that the Program Administrators
determine to make subject to a Performance Objective similarly shall
specify the applicable number of shares of Common Stock, the period for
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measuring performance and the Performance Objective. As used herein,
"Performance Objective" means a performance objective specified in the
agreement for a Performance Share, or for any other award which the Program
Administrators determine to make subject to a Performance Objective, upon
which the vesting or settlement of such award is conditioned, and
"Performance Period" means the period of time specified in an agreement
over which Performance Shares, or another award which the Program
Administrators determine to make subject to a Performance Objective, are to
be earned. Each agreement for a performance-based grant shall specify in
respect of a Performance Objective the minimum level of performance below
which no payment will be made, shall describe the method for determining
the amount of any payment to be made if performance is at or above the
minimum acceptable level, but falls short of full achievement of the
Performance Objective, and shall specify the maximum percentage payout
under the agreement. Such maximum percentage in no event shall exceed one
hundred percent (100%) in the case of performance-based restricted shares
and two hundred percent (200%) in the case of Performance Shares or
performance-based Dividend Equivalent Rights.
(b) The Program Administrators shall determine and specify, in their
discretion, the Performance Objective in the agreement for a Performance
Share or for any other performance-based award, which Performance Objective
shall consist of: (i) one or more business criteria, including (except as
limited under subparagraph (c) below for awards to Covered Employees (as
defined below)) financial, service level and individual performance
criteria; and (ii) a targeted level or levels of performance with respect
to such criteria. Performance Objectives may differ between Plan
Participants and between types of awards from year to year.
(c) The Performance Objective for Performance Shares and any other
performance-based award granted to a Covered Employee, if deemed
appropriate by the Program Administrators, shall be objective and shall
otherwise meet the requirements of Section 162(m)(4)(C) of the Code, and
shall be based upon one or more of the following performance-based business
criteria, either on a business unit or Company-specific basis or in
comparison with peer group performance: net sales; gross sales; return on
net assets; return on assets; return on equity; return on capital; return
on revenues; cash flow; book value; share price performance (including
options and SARs tied solely to appreciation in the Fair Market Value of
the shares); earnings per share; stock price earnings ratio; earnings
before interest, taxes, depreciation and amortization expenses ("EBITDA");
earnings before interest and taxes ("EBIT"); or EBITDA, EBIT or earnings
before taxes and unusual or nonrecurring items as measured either against
the annual budget or as a ratio to revenue. Achievement of any such
Performance Objective shall be measured over a period of years not to
exceed ten (10) as specified by the Program Administrators in the agreement
for the performance-based award. No business criterion other than those
named above in this Article 15(c) may be used in establishing the
Performance Objective for an award to a Covered Employee under this Article
15. For each such award relating to a Covered Employee, the Program
Administrators shall establish the targeted level or levels of performance
for each such business criterion. The Program Administrators may, in their
discretion, reduce the amount of a payout otherwise to be made in
connection with an award under this Article 15(c), but may not exercise
discretion to increase such amount, and the Program Administrators may
consider other performance criteria in exercising such discretion. All
determinations by the Program Administrators as to the achievement of
Performance Objectives under this Article 15(c) shall be made in writing.
The Program Administrators may not delegate any responsibility under this
Article 15(c). As used herein, "Covered Employee" shall mean, with respect
to any grant of an award, an executive of the Company or any subsidiary who
is a member of the executive compensation group under the Company's
compensation practices (not necessarily an executive officer) whom the
Program Administrators deem may be or become a covered employee as defined
in Section 162(m)(3) of the Code for any year that such award may result in
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remuneration over $1 million which would not be deductible under Section
162(m) of the Code but for the provisions of the Program and any other
"qualified performance-based compensation" plan (as defined under Section
162(m) of the Code) of the Company; provided, however, that the Program
Administrators may determine that a Plan Participant has ceased to be a
Covered Employee prior to the settlement of any award.
(d) The Program Administrators, in their sole and absolute discretion,
may require that one or more award agreements contain provisions which
provide that, in the event Section 162(m) of the Code, or any successor
provision relating to excessive employee remuneration, would operate to
disallow a deduction by the Company with respect to all or part of any
award under the Program, a Plan Participant's receipt of the benefit
relating to such award that would not be deductible by the Company shall be
deferred until the next succeeding year or years in which the Plan
Participant's remuneration does not exceed the limit set forth in such
provisions of the Code.
Article 16. Death Beneficiaries. In the event of a Plan Participant's
death, all of such person's outstanding awards, including his or her rights to
receive any accrued but unpaid Stock Payments, will transfer to the maximum
extent permitted by law to such person's beneficiary (except to the extent a
permitted transfer of a Nonqualified Option or SAR was previously made pursuant
hereto). Each Plan Participant may name, from time to time, any beneficiary or
beneficiaries (which may be named contingently or successively) as his or her
beneficiary for purposes of this Program. Each designation shall be on a form
prescribed by the Program Administrators, will be effective only when delivered
to the Company, and when effective will revoke all prior designations by the
Plan Participant. If a Plan Participant dies with no such beneficiary
designation in effect, such person's beneficiary shall be his or her estate and
such person's awards will be transferable by will or pursuant to laws of descent
and distribution applicable to such person.
Article 17. Unfunded Program. The Program shall be unfunded and the Company
shall not be required to segregate any assets that may at any time be
represented by awards under the Program. Neither the Company, its affiliates,
the Program Administrators, nor the Board shall be deemed to be a trustee of any
amounts to be paid under the Program nor shall anything contained in the Program
or any action taken pursuant to its provisions create or be construed to create
a fiduciary relationship between any such party and a Plan Participant or anyone
claiming on his or her behalf. To the extent a Plan Participant or any other
person acquires a right to receive payment pursuant to an award under the
Program, such right shall be no greater than the right of an unsecured general
creditor of the Company.
Article 18. Choice of Law and Venue. The Program and all related documents
shall be governed by, and construed in accordance with, the laws of the State of
Delaware. Acceptance of an award shall be deemed to constitute consent to the
jurisdiction and venue of the state and federal courts located in Orlando
County, State of Florida for all purposes in connection with any suit, action or
other proceeding relating to such award, including the enforcement of any rights
under the Program or any agreement or other document, and shall be deemed to
constitute consent to any process or notice of motion in connection with such
proceeding being served by certified or registered mail or personal service
within or without the State of Florida, provided a reasonable time for
appearance is allowed.
Article 19. Arbitration. Any disputes involving the Program will be
resolved by arbitration in Orlando, Florida before one (1) arbitrator in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
Article 20. Program Administrators' Right. Except as may be provided in an
award agreement, the Program Administrators may, in their discretion, waive any
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restrictions or conditions applicable to, extend or modify any period (including
any period in which an option or other exercisable award may be exercised,
subject to the requirements of the Code) applicable to, or accelerate the
vesting of, any award (other than the right to purchase shares pursuant to the
Stock Purchase Plan).
Article 21. Termination of Benefits Under Certain Conditions. The Program
Administrators, in their sole and absolute discretion, may cancel any unexpired,
unpaid or deferred award (other than a right to purchase shares pursuant to the
Stock Purchase Plan) at any time if the Plan Participant is not in compliance
with all applicable provisions of the Program or any award agreement or if the
Plan Participant, whether or not he or she is currently employed by the Company
or one of its subsidiaries, acts in a manner contrary to the best interests of
the Company and its subsidiaries.
Article 22. Conflicts in Program. In case of any conflict in the terms of
the Program, or between the Program and an award agreement, the provisions in
the Program which specifically grant such award shall control, and the
provisions in the Program shall control over the provisions in any award
agreement.
Article 23. Optional Deferral. The right to receive any award under the
Program (other than the right to purchase shares pursuant to the Stock Purchase
Plan) may, at the request of the Plan Participant, be deferred to such period
and upon such terms and conditions as the Program Administrators shall, in their
discretion, determine, which may include crediting of interest on deferrals of
cash and crediting of dividends on deferrals denominated in shares of Common
Stock.
Article 24. Information to Plan Participants. To the extent required by
applicable law, the Company shall provide Plan Participants with the Company's
financial statements at least annually.
Article 25. Lock-Up. To the extent requested by any managing underwriter to
the Company, the Plan Participants shall enter into such market lock-up, escrow
or other agreements as may be requested by such underwriter in connection with
any public offering of the Company's securities.
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PART I
HOLIDAY RV SUPERSTORES, INC.
INCENTIVE STOCK OPTION PLAN
Section 1. Purpose. The purpose of this Holiday RV Superstores, Inc.
Incentive Stock Option Plan (the "Incentive Plan") is to promote the growth and
general prosperity of the Company by permitting the Company to grant options to
purchase shares of its Common Stock. The Incentive Plan is designed to help
attract and retain superior personnel for positions of substantial
responsibility with the Company and its subsidiaries, and to provide individuals
with an additional incentive to contribute to the success of the Company. The
Company intends that options granted pursuant to the provisions of the Incentive
Plan will qualify as "incentive stock options" within the meaning of Section 422
of the Code. This Incentive Plan is Part I of the Program. Unless any provision
herein indicates to the contrary, this Incentive Plan shall be subject to the
General Provisions of the Program, and terms used but not defined in this
Incentive Plan shall have the meanings, if any, ascribed thereto in the General
Provisions of the Program.
Section 2. Maximum Number of Shares; Option Terms and Conditions. The
maximum aggregate number of shares of Common Stock subject to the Incentive Plan
shall be 3,000,000. The terms and conditions of options granted under the
Incentive Plan may differ from one another as the Program Administrators shall,
in their discretion, determine as long as all options granted under the
Incentive Plan satisfy the requirements of the Incentive Plan.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Incentive Plan shall expire on the date
determined by the Program Administrators, but in no event shall any option
granted under the Incentive Plan expire later than ten (10) years from the date
on which the option is granted. However, notwithstanding the above portion of
this Section 3, if at the time the option is granted the Optionee (the
"Optionee") owns or would be considered to own by reason of Code Section 424(d)
more than 10% of the total combined voting power of all classes of stock of the
Company or its subsidiaries, such option shall expire not more than five years
from the date the option is granted. In addition, each option shall be subject
to early termination as provided in the Incentive Plan.
Section 4. Purchase Price. The purchase price for shares acquired pursuant
to the exercise, in whole or in part, of any option shall not be less than the
Fair Market Value of the shares at the time of the grant of the option.
Notwithstanding the preceding sentence, if at the time an option is granted the
Optionee owns or would be considered to own by reason of Code Section 424(d)
more than 10% of the total combined voting power of all classes of stock of the
Company or its subsidiaries, the purchase price of the shares covered by such
option shall not be less than 110% of the Fair Market Value of a share of Common
Stock on the date the option is granted.
Section 5. Maximum Amount of Options Exercisable in Any Calendar Year.
Notwithstanding any other provision of this Incentive Plan, to the extent that
the aggregate Fair Market Value of stock with respect to which options
(determined without regard to this Section 5) are exercisable for the first time
by any Optionee during any calendar year under all stock option plans of the
Company and its subsidiaries exceeds $100,000, such options shall be treated as
options which are not incentive stock options within the meaning of Section 422
of the Code. The Program Administrators may provide in any option grant that the
aggregate Fair Market Value of the Common Stock with respect to which options
granted under the Incentive Plan become exercisable for the first time by any
Optionee during any calendar year under all stock option plans of the Company
and its subsidiaries shall not exceed $100,000.
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Section 6. Exercise of Options. Each option shall be exercisable in one or
more installments during its term as determined by the Program Administrators,
and the right to exercise may be cumulative as determined by the Program
Administrators. No option may be exercised for a fraction of a share of Common
Stock. The purchase price of any shares purchased shall be paid in full in cash
or by certified or cashier's check payable to the order of the Company or by
shares of Common Stock, if permitted by the Program Administrators, or by a
combination of cash, check, or shares of Common Stock, at the time of exercise
of the option. If any portion of the purchase price is paid in shares of Common
Stock, those shares shall be tendered at their then Fair Market Value as
determined by the Program Administrators in accordance with Article 6 under the
General Provisions of the Program Payment in shares of Common Stock includes the
automatic application of shares of Common Stock received upon exercise of an
option to satisfy the exercise price for additional options.
Section 7. Reorganization. In the event of the dissolution or liquidation
of the Company, any option granted under the Incentive Plan shall terminate as
of a date to be fixed by the Program Administrators; provided that not less than
30 days' written notice of the date so fixed shall be given to each Optionee and
each such Optionee shall have the right during such period (unless such option
shall have previously expired) to exercise any option, including any option that
would not otherwise be exercisable by reason of an insufficient lapse of time.
In the event of a Reorganization (as defined below) in which the Company is
not the surviving or acquiring company, or in which the Company is or becomes a
subsidiary of another company after the effective date of the Reorganization,
then:
(a) if there is no plan or agreement respecting the Reorganization
(the "Reorganization Agreement") or if the Reorganization Agreement does
not specifically provide for the change, conversion or exchange of the
outstanding options for options of another corporation, then exercise and
termination provisions equivalent to those described in this Section 7
shall apply (which shall include the right to receive upon exercise the
consideration that would be received by a holder of a number of shares of
Common Stock issuable upon exercise of the option immediately prior to the
consummation of the Reorganization); or
(b) if there is a Reorganization Agreement and if the Reorganization
Agreement specifically provides for the change, conversion, or exchange of
the outstanding options for options of another corporation, then the
Program Administrators shall adjust the outstanding unexercised options
(and shall adjust the options remaining under the Incentive Plan which have
not yet been granted if the Reorganization Agreement makes specific
provision for such an adjustment) in a manner consistent with the
applicable provisions of the Reorganization Agreement.
The term "Reorganization" as used in this Section 7 shall mean any statutory
merger, statutory consolidation, sale of all or substantially all of the assets
of the Company or a sale of the Common Stock pursuant to which the Company is or
becomes a subsidiary of another company after the effective date of the
Reorganization.
Adjustments and determinations under this Section 7 shall be made by the
Program Administrators, whose decisions as to such adjustments or determinations
shall be final, binding, and conclusive.
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Section 8. Written Notice Required. Any option granted pursuant to the
terms of the Incentive Plan shall be exercised when written notice of that
exercise has been given to the Company at its principal office by the person
entitled to exercise the option and full payment for the shares with respect to
which the option is exercised, together with payment of applicable income taxes,
has been received by the Company.
Section 9. Compliance with Securities Laws. Shares shall not be issued with
respect to any option granted under the Incentive Plan, unless the exercise of
that option and the issuance and delivery of the shares pursuant to that
exercise shall comply with all applicable provisions of foreign, state and
federal law including, without limitation, the Securities Act of 1933, as
amended, and the Exchange Act, and the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. The Program Administrators may also
require an Optionee to furnish evidence satisfactory to the Company, including a
written and signed representation letter and consent to be bound by any transfer
restriction imposed by law, legend, condition, or otherwise, that the shares are
being purchased only for investment and without any present intention to sell or
distribute the shares in violation of any state or federal law, rule, or
regulation. Further, each Optionee shall consent to the imposition of a legend
on the shares of Common Stock subject to his or her option and the imposition of
stop-transfer instructions restricting their transferability as required by law
or by this Section 9.
Section 10. Employment of Optionee. Each Optionee, if requested by the
Program Administrators, must agree in writing as a condition of receiving his or
her option, that he or she will remain in the employment of the Company or its
subsidiary corporations following the date of the granting of that option for a
period specified by the Program Administrators. Nothing in the Incentive Plan or
in any option granted hereunder shall confer upon any Optionee any right to
continued employment by the Company or its subsidiary corporations or limit in
any way the right of the Company or its subsidiary corporations at any time to
terminate or alter the terms of that employment.
Section 11. Option Rights Upon Termination of Employment. If an Optionee
ceases to be employed by the Company or any subsidiary corporation for any
reason other than death or disability, his or her option shall terminate thirty
(30) days after the date of termination of employment (unless sooner terminated
in accordance with its terms); provided, however, that in the event employment
is terminated for cause, his or her option shall terminate immediately,
provided, further, however, that the Program Administrators may, in their sole
and absolute discretion, allow the option to be exercised (to the extent
exercisable on the date of termination of employment) at any time within ninety
(90) days after the date of termination of employment, unless either the option
or the Incentive Plan otherwise provides for earlier termination.
Section 12. Option Rights Upon Disability. If an Optionee becomes disabled
within the meaning of Code Section 422(e)(3) while employed by the Company or
any subsidiary, his or her option shall terminate six months after the date of
termination of employment due to disability (unless sooner terminated in
accordance with its terms); provided, however, that the Program Administrators
may, in their sole and absolute discretion, allow the option to be exercised (to
the extent exercisable on the date of termination of employment) at any time
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within one year after the date of termination of employment due to disability,
unless either the option or the Incentive Plan otherwise provides for earlier
termination.
Section 13. Option Rights Upon Death of Optionee. If an Optionee dies while
employed by the Company or any subsidiary corporation, his or her option shall
expire six months after the date of death (unless sooner terminated in
accordance with its terms); provided, however, that the Program Administrators
may, in their sole and absolute discretion, allow the option to be exercised (to
the extent exercisable on the date of termination of employment) at any time
within one year after the date of death, unless either the option or the
Incentive Plan otherwise provides for earlier termination. During this one-year
or shorter period, the option may be exercised, to the extent that it remains
unexercised on the date of death, by the person or persons to whom the
Optionee's rights under the option shall pass by will or by the laws of descent
and distribution, but only to the extent that the Optionee is entitled to
exercise the option at the date of death.
Section 14. Options Not Transferable. Options granted pursuant to the terms
of the Incentive Plan may not be sold, pledged, assigned, or transferred in any
manner otherwise than by will or the laws of descent or distribution and may be
exercised during the lifetime of an Optionee only by that Optionee. No such
options shall be pledged or hypothecated in any way nor shall they be subject to
execution, attachment, or similar process.
Section 15. Adjustments to Number and Purchase Price of Optioned Shares.
All options granted pursuant to the terms of this Incentive Plan shall be
adjusted in the manner prescribed by Article 7 of the General Provisions of this
Program.
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HOLIDAY RV SUPERSTORES, INC.
INCENTIVE STOCK OPTION PLAN
GRANT OF OPTION
Date of Grant: ____________________, ____
This GRANT, dated as of the date of grant first stated above (the "Date of
Grant"), is delivered by Holiday RV Superstores, Inc., a Delaware corporation
(the "Company"), to __________________ (the "Optionee"), who is an employee of
the Company or one of its subsidiaries (the Optionee's employer is sometimes
referred to herein as the "Employer").
WHEREAS, the Board of Directors of the Company (the "Board") on November
__, 1999 adopted, with subsequent stockholder approval, the Holiday RV
Superstores, Inc. Incentive Stock Option (the "Plan");
WHEREAS, the Plan provides for the granting of incentive stock options by
the Board or Program Administrators to employees of the Company or any
subsidiary of the Company to purchase, or to exercise certain rights with
respect to, shares of the Common Stock of the Company, $.01 par value (the
"Stock"), in accordance with the terms and provisions thereof; and
WHEREAS, the Program Administrators consider the Optionee to be a person
who is eligible for a grant of incentive stock options under the Plan, and have
determined that it would be in the best interest of the Company to grant the
incentive stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Grant of Option.
Subject to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Program Administrators, hereby
grants to the Optionee, as of the Date of Grant, an option to purchase up to
_____ shares of Stock at a price of $_____ per share, the Fair Market Value as
defined in Article 6 under General Provisions of the Program (or, with respect
to 10% stockholders, 110% of Fair Market Value) on the Date of Grant. Such
option is hereinafter referred to as the "Option" and the shares of stock
purchasable upon exercise of the Option are hereinafter sometimes referred to as
the "Option Shares." The Option is intended by the parties hereto to be, and
shall be treated as, an incentive stock option (as such term is defined under
Section 422 of the Internal Revenue Code of 1986).
2. Installment Exercise.
Subject to such further limitations as are provided herein, the Option
shall become exercisable in __________ installments, the Optionee having the
right hereunder to purchase from the Company the following number of Option
Shares upon exercise of the Option, on and after the following dates, in
cumulative fashion as determined by the Program Administrators:
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Option Shares Exercisable Date
------------------------------- --------------
------------------------------- --------------
------------------------------- --------------
3. Termination of Option.
(a) Subject to the other provisions of this Grant, the Option and all
rights hereunder with respect thereto, to the extent such rights shall not have
been exercised, shall terminate and become null and void after the expiration of
_____ years from the Date of Grant (the "Option Term").
(b) Upon the occurrence of the Optionee ceasing for any reason to be
employed by the Employer (such occurrence being a "termination of the Optionee's
employment"), the Option, to the extent not previously exercised, shall
terminate and become null and void within thirty (30) days after the date of
such termination of the Optionee's employment, except (1) in the event
employment is terminated for cause as defined by applicable law, in which case
Optionee's Option shall terminate and become null and void immediately or (2) in
a case where the Program Administrators may otherwise determine in their sole
and absolute discretion for up to ninety (90) days following the termination of
employment. Upon a termination of the Optionee's employment by reason of
disability or death, the Option may be exercised, but only to the extent that
the Option was outstanding and exercisable on such date of disability or death,
for up to a six-month period following the date of such termination of the
Optionee's employment, unless extended for a period of up to one year, at the
sole discretion of the Program Administrators.
(c) In the event of the death of the Optionee, the Option may be exercised
by the Optionee's legal representative, but only to the extent that the option
would otherwise have been exercisable by the Optionee.
(d) A transfer of the Optionee's employment between the Company and any
subsidiary of the Company, or between any subsidiaries of the Company, shall not
be deemed to be a termination of the Optionee's employment.
4. Exercise of Option.
(a) The Optionee may exercise the option with respect to all or any part of
the number of Option Shares then exercisable hereunder by giving the Secretary
of the Company written notice of intent to exercise. The notice of exercise
shall specify the number of Option Shares as to which the Option is to be
exercised and the date of exercise thereof.
(b) Full payment (in U.S. dollars) by the Optionee of the option price for
the Option Shares purchased shall be made on or before the exercise date
specified in the notice of exercise in cash, or, with the prior written consent
of the Program Administrators, in whole or in part through the surrender of
shares of Stock at their Fair Market Value on the exercise date. The Optionee
shall also pay any required income tax withholding taxes which may be payable in
U.S. dollars or Option Shares if acceptable to the Company.
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(c) On the exercise date specified in the Optionee's notice or as soon
thereafter as is practicable, the Company shall cause to be delivered to the
Optionee, a certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued Stock or reacquired Stock, as the Company
may elect) upon full payment for such option Shares. However, if (i) the
Optionee is subject to Section 16 of the Securities Exchange Act of 1934 and
(ii) the Optionee exercises the Option before six months have passed from the
Date of Grant, the Company shall be permitted, if required to comply with the
exemptive provisions of Section 16 of the Securities Exchange Act of 1934, to
hold in its custody any stock certificate arising from such exercise until six
months has passed from the Date of Grant. The obligation of the Company to
deliver Stock shall, however, be subject to the condition that if at any time
the Program Administrators shall determine in their discretion that the listing,
registration or qualification of the Option or the Option Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance or purchase of
Stock thereunder, the Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Program
Administrators.
(d) If the Optionee fails to pay for any of the Option Shares specified in
such notice or fails to accept delivery thereof, the Optionee's right to
purchase such Option Shares may be terminated by the Company. The date specified
in the Optionee's notice as the date of exercise shall be deemed the date of
exercise of the Option, provided that payment in full for the Option Shares to
be purchased upon such exercise shall have been received by such date.
5. Adjustment of and Changes in Stock of the Company.
In the event of a reorganization, recapitalization, change of shares, stock
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of capital stock of the Company, the Program
Administrators shall make such adjustment as may be required under the
applicable reorganization agreement in the number and kind of shares of Stock
subject to the Option or in the option price; provided, however, that no such
adjustment shall give the Optionee any additional benefits under the Option. If
there is no provision for the treatment of the Option under an applicable
reorganization agreement, the Option may terminate on a date determined by the
Program Administrators following at least 30 days written notice to the
Optionee.
6. No Rights of Stockholders.
Neither the Optionee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of the Company with
respect to any shares of Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.
7. Non-Transferability of Option.
During the Optionee's lifetime, the Option hereunder shall be exercisable
only by the Optionee or any guardian or legal representative of the Optionee,
and the Option shall not be transferable except, in case of the death of the
Optionee, by will or the laws of descent and distribution, nor shall the Option
be subject to attachment, execution or other similar process. In the event of
(a) any attempt by the Optionee to alienate, assign, pledge, hypothecate or
otherwise dispose of the option, except as provided for herein, or (b) the levy
of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the Optionee
and it shall thereupon become null and void.
8. Restriction on Exercise.
The Option may not be exercised if the issuance of the Option Shares upon
such exercise would constitute a violation of any applicable federal or State
securities or other law or valid regulation. As a condition to the exercise of
the Option, the Company may require the Optionee exercising the Option to make
any representation or warranty to the Company as may be required by any
applicable law or regulation and, specifically, may require the Optionee to
provide evidence satisfactory to the Company that the Option Shares are being
acquired only for investment purposes and without any present intention to sell
or distribute the shares in violation of any federal or State securities or
other law or valid regulation.
7. Employment Not Affected.
The granting of the Option or its exercise shall not be construed as
granting to the Optionee any right with respect to continuance of employment of
the Employer. Except as may otherwise be limited by a written agreement between
the Employer and the Optionee, the right of the Employer to terminate at will
the Optionee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by the Company, as the
Employer or on behalf of the Employer (whichever the case may be), and
acknowledged by the Optionee.
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8. Amendment of Option.
The Option may be amended by the Program Administrators at any time (i) if
the Program Administrators determine, in their sole and absolute discretion,
that amendment is necessary or advisable in the light of any addition to or
change in the Internal Revenue Code of 1986 or in the regulations issued
thereunder, or any federal or state securities law or other law or regulation,
which change occurs after the Date of Grant and by its terms applies to the
Option; or (ii) other than in the circumstances described in clause (i), with
the consent of the Optionee.
9. Notice.
All notices, requests, demands, and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally
or by certified mail, return receipt requested, as follows:
To Company: Holiday RV Superstores, Inc.
7851 Greenbriar Parkway
Orlando, Florida 32819
Attn: Chief Financial Officer
To Optionee: _______________________________
_______________________________
_______________________________
10. Incorporation of Plan by Reference.
The Option is granted pursuant to the terms of the Plan, the terms of which
are incorporated herein by reference, and the Option shall in all respects be
interpreted in accordance with, and shall be subject to, the Plan. The Program
Administrators shall interpret and construe the Plan and this instrument, and
its interpretations and determinations shall be conclusive and binding on the
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parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.
11. Governing Law.
The validity, construction, interpretation and effect of this instrument
shall exclusively be governed by and determined in accordance with the law of
the State of Delaware, except to the extent preempted by federal law, which
shall to the extent govern.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute this Grant of Option, and to apply the corporate seal hereto, and the
Optionee has placed his or her signature hereon, effective as of the Date of
Grant.
HOLIDAY RV SUPERSTORES, INC.,
a Delaware corporation
By:______________________________________
Name:
Title:
ACCEPTED AND AGREED TO:
----------------------------------------
[Optionee]
By:_____________________________________
Name:
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<PAGE>
PART II
HOLIDAY RV SUPERSTORES, INC.
NON-QUALIFIED STOCK OPTION PLAN
Section 1. Purpose. The purpose of this Holiday RV Superstores, Inc.
Non-Qualified Stock Option Plan (the "Nonqualified Plan") is to permit the
Company to grant options to purchase shares of its Common Stock. The
Nonqualified Plan is designed to help attract and retain superior personnel for
positions of substantial responsibility with the Company and its subsidiaries,
and to provide individuals with an additional incentive to contribute to the
success of the Company. Any option granted pursuant to the Nonqualified Plan
shall be clearly and specifically designated as not being an incentive stock
option, as defined in Section 422 of the Code. This Nonqualified Plan is Part II
of the Program. Unless any provision herein indicates to the contrary, the
Nonqualified Plan shall be subject to the General Provisions of the Program, and
terms used but not defined in this Nonqualified Plan shall have the meanings, if
any, ascribed thereto in the General Provisions of the Program.
Section 2. Option Terms and Conditions. The terms and conditions of options
granted under the Nonqualified Plan may differ from one another as the Program
Administrators shall in their discretion determine as long as all options
granted under the Nonqualified Plan satisfy the requirements of the Nonqualified
Plan.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Nonqualified Plan shall expire on the date
determined by the Program Administrators, but in no event shall any option
granted under the Nonqualified Plan expire later than ten (10) years from the
date on which the option is granted. In addition, each option shall be subject
to early termination as provided in the Nonqualified Plan.
Section 4. Purchase Price. The purchase price for shares acquired pursuant
to the exercise, in whole or in part, of any option shall not be less than 85%
of the Fair Market Value of the shares at the time of the grant of the option.
Notwithstanding the preceding sentence, if at the time the option is granted the
Optionee is a Covered Employee, the Purchase Price shall not be less than 100%
of the Fair Market Value.
Section 5. Exercise of Options. Each option shall be exercisable in one or
more installments during its term and the right to exercise may be cumulative as
determined by the Program Administrators. No option may be exercised for a
fraction of a share of Common Stock. The purchase price of any shares purchased
shall be paid in full in cash or by certified or cashier's check payable to the
order of the Company or by shares of Common Stock, if permitted by the Program
Administrators, or by a combination of cash, check, or shares of Common Stock,
at the time of exercise of the option. If any portion of the purchase price is
paid in shares of Common Stock, those shares shall be tendered at their then
Fair Market Value as determined by Article 6 of the General Provisions of the
Program. Payment in shares of Common Stock includes the automatic application of
shares of Common Stock received upon exercise of an option to satisfy the
exercise price for additional options.
Section 6. Reorganization. In the event of the dissolution or liquidation
of the Company, any option granted under the Nonqualified Plan shall terminate
as of a date to be fixed by the Program Administrators; provided that not less
than 30 days' written notice of the date so fixed shall be given to each
Optionee and each such Optionee shall have the right during such period (unless
such option shall have previously expired) to exercise any option, including any
option that would not otherwise be exercisable by reason of an insufficient
lapse of time.
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In the event of a Reorganization (as defined below) in which the Company is
not the surviving or acquiring company, or in which the Company is or becomes a
subsidiary of another company after the effective date of the Reorganization,
then:
(a) if there is no plan or agreement respecting the Reorganization
(the "Reorganization Agreement") or if the Reorganization Agreement does
not specifically provide for the change, conversion or exchange of the
outstanding options for options of another corporation, then exercise and
termination provisions equivalent to those described in this Section 6
shall apply (which shall include the right to receive upon exercise the
consideration that would be received by a holder of a number of shares of
Common Stock issuable upon exercise of the option immediately prior to the
consummation of the Reorganization); or
(b) if there is a Reorganization Agreement and if the Reorganization
Agreement specifically provides for the change, conversion, or exchange of
the outstanding options for options of another corporation, then the
Program Administrators shall adjust the outstanding unexercised options
(and shall adjust the options remaining under the Nonqualified Plan which
have not yet been granted if the Reorganization Agreement makes specific
provision for such an adjustment) in a manner consistent with the
applicable provisions of the Reorganization Agreement.
The term "Reorganization" as used in this Section 6 shall mean any
statutory merger, statutory consolidation, sale of all or substantially all of
the assets of the Company or a sale of the Common Stock pursuant to which the
Company is or becomes a subsidiary of another company after the effective date
of the Reorganization.
Adjustments and determinations under this Section 6 shall be made by the
Program Administrators, whose decisions as to such adjustments or determinations
shall be final, binding, and conclusive.
Section 7. Written Notice Required. Any option granted pursuant to the
terms of this Nonqualified Plan shall be exercised when written notice of that
exercise has been given to the Company at its principal office by the person
entitled to exercise the option and full payment for the shares with respect to
which the option is exercised has been received by the Company.
Section 8. Compliance with Securities Laws. Shares shall not be issued with
respect to any option granted under the Nonqualified Plan, unless the exercise
of that option and the issuance and delivery of the shares pursuant thereto
shall comply with all applicable provisions of foreign, state and federal law,
including, without limitation, the Securities Act of 1933, as amended, and the
Exchange Act, and the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance. The Program Administrators may also require an Optionee to
furnish evidence satisfactory to the Company, including a written and signed
representation letter and consent to be bound by any transfer restrictions
imposed by law, legend, condition, or otherwise, that the shares are being
purchased only for investment purposes and without any present intention to sell
or distribute the shares in violation of any state or federal law, rule, or
regulation. Further, each Optionee shall consent to the imposition of a legend
on the shares of Common Stock subject to his or her option and the imposition of
stop-transfer instructions restricting their transferability as required by law
or by this Section 8.
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<PAGE>
Section 9. Continued Employment or Service. Each Optionee, if requested by
the Program Administrators, must agree in writing as a condition of receiving
his or her option, to remain in the employment of, or service to, the Company or
any of its subsidiaries following the date of the granting of that option for a
period specified by the Program Administrators. Nothing in this Nonqualified
Plan or in any option granted hereunder shall confer upon any Optionee any right
to continued employment by, or service to, the Company or any of its
subsidiaries, or limit in any way the right of the Company or any subsidiary at
any time to terminate or alter the terms of that employment or service
arrangement.
Section 10. Option Rights Upon Termination of Employment or Service. If an
Optionee ceases to be employed by, or ceases to serve, the Company or any
subsidiary for any reason other than death or disability, his or her option
shall terminate thirty (30) days after the date of termination of employment or
service unless sooner terminated in accordance with its terms; provided,
however, that in the event employment or service is terminated for cause, his or
her option shall terminate immediately, provided, further, however, that the
Program Administrators may, in their sole and absolute discretion, allow the
option to be exercised (to the extent exercisable on the date of termination of
employment or service) at any time within one year after the date of termination
of employment or service, unless either the option or the Nonqualified Plan
otherwise provides for earlier termination.
Section 11. Option Rights Upon Disability. If an Optionee becomes disabled
within the meaning of Code Section 422(e)(3) while employed by the Company or
any subsidiary corporation, his or her option shall terminate six months after
the date of termination of employment due to disability (unless sooner
terminated in accordance with its terms); provided, however, that the Program
Administrators may, in their sole and absolute discretion, allow the option to
be exercised (to the extent exercisable on the date of termination of employment
at any time within one year after the date of termination of employment due to
disability, unless either the option or the Nonqualified Plan otherwise provides
for earlier termination.
Section 12. Option Rights Upon Death of Optionee. If an Optionee dies while
employed by, or providing services to, the Company or any of its subsidiaries,
his or her option shall expire six months after the date of death (unless sooner
terminated in accordance with its terms); provided, however, that the Program
Administrators may, in their sole and absolute discretion, allow the option to
be exercised (to the extent exercisable on the date of death) at any time within
one year after the date of death, unless either the option or the Nonqualified
Plan otherwise provides for earlier termination. During this one-year or shorter
period, the option may be exercised, to the extent that it remains unexercised
on the date of death, by the person or persons to whom the Optionee's rights
under the option shall pass by will or by the laws of descent and distribution,
but only to the extent that the Optionee is entitled to exercise the option at
the date of death.
Section 13. Options Not Transferable. Options granted pursuant to the terms
of this Nonqualified Plan may not be sold, pledged, assigned, or transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of an Optionee only by that Optionee. No such
options shall be pledged or hypothecated in any way nor shall they be subject to
execution, attachment, or similar process.
Section 14. Adjustments to Number and Purchase Price of Optioned Shares.
All options granted pursuant to the terms of this Nonqualified Plan shall be
adjusted in a manner prescribed by Article 7 of the General Provisions of the
Program.
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<PAGE>
HOLIDAY RV SUPERSTORES, INC.
NON-QUALIFIED STOCK OPTION PLAN
GRANT OF OPTION
Date of Grant: __________, ____
This GRANT, dated as of the date of grant first stated above (the "Date of
Grant"), is delivered by Holiday RV Superstores, Inc. a Delaware corporation
(the "Company"), to __________________ (the "Optionee"), who is an employee or
non-employee of the Company or one of its subsidiaries (the Optionee's employer
is sometimes referred to herein as the ("Employer").
WHEREAS, the Board of Directors of the Company (the "Board") on November
__, 1999 adopted, with subsequent stockholder approval, the Holiday RV
Superstores, Inc. Non-Qualified Stock Option (the "Plan");
WHEREAS, the Plan provides for the granting of stock options by the Board
or the Program Administrators to employees or non-employees of the Company or
any subsidiary of the Company to purchase, or to exercise certain rights with
respect to, shares of the Common Stock of the Company, $.01 par value (the
"Stock"), in accordance with the terms and provisions thereof; and
WHEREAS, the Program Administrators consider the Optionee to be a person
who is eligible for a grant of non-qualified stock options under the Plan, and
has determined that it would be in the best interest of the Company to grant the
non-qualified stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Grant of Option.
Subject to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Program Administrators, hereby
grants to the Optionee, as of the Date of Grant, an option to purchase up to
__________ shares of Stock at a price of $__________ per share, the [Fair Market
Value/ ___% (__%) of the Fair Market Value].
Such option is hereinafter referred to as the "Option" and the shares of
stock purchasable upon exercise of the Option are hereinafter sometimes referred
to as the "Option Shares." The Option is intended by the parties hereto to be,
and shall be treated as, an option not qualified as an incentive stock option
(as such term is defined under Section 422 of the Internal Revenue Code of
1986).
2. Installment Exercise.
Subject to such further limitations as are provided herein, the Option
shall become exercisable in __________ installments, the Optionee having the
right hereunder to purchase from the Company the following number of Option
Shares upon exercise of the Option, on and after the following dates, in
cumulative fashion as determined by the Program Administrators:
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<PAGE>
Option Share Exercisable Date
------------------------------- --------------
------------------------------- --------------
------------------------------- --------------
3. Termination of Option.
(a) Subject to the other provisions of this Grant, the Option and all
rights hereunder with respect thereto, to the extent such rights shall not have
been exercised, shall terminate and become null and void after the expiration of
__________ years from the Date of Grant (the "Option Term").
(b) Upon the occurrence of the Optionee's ceasing for any reason to be
employed by, or to serve, the Company (such occurrence being a "termination of
the Optionee's employment"), the Option, to the extent not previously exercised,
shall terminate and become null and void within thirty (30) days after the date
of such termination of the Optionee's employment, except (1) in the event
employment is terminated for cause as defined by applicable law, in which case
Optionee's Option shall terminate and become null and void immediately or (2) in
a case where the Program Administrators may otherwise determine in their sole
and absolute discretion for up to ninety (90) days following the termination of
employment or service. As determined by the Program Administrators, upon a
termination of the Optionee's employment by reason of disability or death, the
Option may be exercised, but only to the extent that the Option was outstanding
and exercisable on such date of disability or death, for up to a six-month
period following the date of such termination of the Optionee's employment,
unless extended for a period of up to one year, at the sole discretion of the
Program Administrators.
(c) In the event of the death of the Optionee, the Option may be exercised
by the Optionee's legal representative, but only to the extent that the Option
would otherwise have been exercisable by the Optionee.
(d) A transfer of the Optionee's employment between the Company and any
subsidiary of the Company, or between any subsidiaries of the Company, shall not
be deemed to be a termination of the Optionee's employment.
4. Exercise of Options.
(a) The Optionee may exercise the Option with respect to all or any part of
the number of Option Shares then exercisable hereunder by giving the Secretary
of the Company written notice of intent to exercise. The notice of exercise
shall specify the number of Option Shares as to which the Option is to be
exercised and the date of exercise thereof.
(b) Full payment (in U.S. dollars) by the Optionee of the option price for
the Option Shares purchased shall be made on or before the exercise date
specified in the notice of exercise in cash, or, with the prior written consent
of the Program Administrators, in whole or in part through the surrender of
shares of Stock at their Fair Market Value as defined under Article 6 of the
General Provisions of the Program on the exercise date. The Optionee shall also
pay any required income tax withholding taxes which may be payable in U.S.
dollars or Option Shares if acceptable to the Company.
(c) On the exercise date specified in the Optionee's notice or as soon
thereafter as is practicable, the Company shall cause to be delivered to the
Optionee, a certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued Stock or reacquired Stock, as the Company
may elect) upon full payment for such Option Shares. However, if (i) the
Optionee is subject to Section 16 of the Securities Exchange Act of 1934 and
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<PAGE>
(ii) the Optionee exercises the option before six months have passed from the
Date of Grant, the Company shall be permitted, if required to comply with the
exemptive provisions of Section 16 of the Securities Exchange Act of 1934, to
hold in its custody any stock certificate arising from such exercise until six
months has passed from the Date of Grant. The obligation of the Company to
deliver Stock shall, however, be subject to the condition that if at any time
the Program Administrators shall determine in their discretion that the listing,
registration or qualification of the Option or the Option Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance or purchase of
Stock thereunder, the Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Program
Administrators.
(d) If the Optionee fails to pay for any of the Option Shares specified in
such notice or fails to accept delivery thereof, the Optionee's right to
purchase such Option Shares may be terminated by the Company. The date specified
in the Optionee's notice as the date of exercise shall be deemed the date of
exercise of the Option, provided that payment in full for the Option Shares to
be purchased upon such exercise shall have been received by such date.
5. Adjustment of and Changes in Stock of the Company.
In the event of a reorganization, recapitalization, change of shares, stock
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of capital stock of the Company, the Program
Administrators shall make such adjustment as may be required under the
applicable reorganization agreement in the number and kind of shares of Stock
subject to the Option or in the option price; provided, however, that no such
adjustment shall give the Optionee any additional benefits under the Option. If
there is no provision for the treatment of the Option under an applicable
reorganization agreement, the Option may terminate on a date determined by the
Program Administrators following at least 30 days written notice to the
Optionee.
6. No Rights of Stockholders.
Neither the Optionee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of the Company with
respect to any shares of Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.
7. Non-Transferability of Option.
During the Optionee's lifetime, the Option hereunder shall be exercisable
only by the Optionee or any guardian or legal representative of the Optionee,
and the Option shall not be transferable except, in case of the death of the
Optionee, by will or the laws of descent and distribution, nor shall the Option
be subject to attachment, execution or other similar process. In the event of
(a) any attempt by the Optionee to alienate, assign, pledge, hypothecate or
otherwise dispose of the Option, except as provided for herein, or (b) the levy
of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the Optionee
and it shall thereupon become null and void.
8. Restriction on Exercise.
The Option may not be exercised if the issuance of the Option Shares upon
such exercise would constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to the exercise of
the Option, the Company may require the Optionee exercising the Option to make
any representation or warranty to the Company as may be required by any
applicable law or regulation and, specifically, may require the Optionee to
provide evidence satisfactory to the Company that the Option Shares are being
acquired only for investment purposes and without any present intention to sell
or distribute the shares in violation of any federal or state securities or
other law or valid regulation.
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<PAGE>
9. Employment or Service Not Affected.
The granting of the Option or its exercise shall not be construed as
granting to the Optionee any right with respect to continuance of employment by
or service relationship with the Employer. Except as may otherwise be limited by
a written agreement between the Employer and the Optionee, the right of the
Employer to terminate at will the Optionee's employment or service relationship
with it at any time (whether by dismissal, discharge, retirement or otherwise)
is specifically reserved by the Company, as the Employer or on behalf of the
Employer (whichever the case may be), and acknowledged by the Optionee.
10. Amendment of Option.
The Option may be amended by the Program Administrators at any time (i) if
the Program Administrators determine, in their sole and absolute discretion,
that amendment is necessary or advisable in the light of any addition to or
change in the Internal Revenue Code of 1986 or in the regulations issued
thereunder, or any federal or state securities law or other law or regulation,
which change occurs after the Date of Grant and by its terms applies to the
Option; or (ii) other than in the circumstances described in clause (i), with
the consent of the Optionee.
11. Notice.
All notices, requests, demands, and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally
or by certified mail, return receipt requested, as follows:
To Company: Holiday RV Superstores, Inc.
7851 Greenbriar Parkway
Orlando, Florida 32819
Attn: Chief Financial Officer
To Optionee: ____________________
____________________
____________________
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<PAGE>
12. Incorporation of Plan by Reference.
The Option is granted pursuant to the terms of the Plan, the terms of which
are incorporated herein by reference, and the Option shall in all respects be
interpreted in accordance with, and shall be subject to, the Plan. The Program
Administrators shall interpret and construe the Plan and this instrument, and
its interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.
13. Governing Law.
The validity, construction, interpretation and effect of this instrument
shall exclusively be governed by and determined in accordance with the law of
the State of Delaware, except to the extent preempted by federal law, which
shall to the extent govern.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute this Grant of Option, and to apply the corporate seal hereto, and the
Optionee has placed his or her signature hereon, effective as of the Date of
Grant.
HOLIDAY RV SUPERSTORES, INC.,
a Delaware corporation
By: _______________________________
Name:
Title:
ACCEPTED AND AGREED TO:
-------------------------------------
[Optionee]
By: ______________________________
Name:
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<PAGE>
PART III
HOLIDAY RV SUPERSTORES, INC.
RESTRICTED SHARE PLAN
Section 1. Purpose. The purpose of this Holiday RV Superstores, Inc.
Restricted Share Plan (the "Restricted Plan") is to promote the growth and
general prosperity of the Company by permitting the Company to grant restricted
shares to help attract and retain superior personnel for positions of
substantial responsibility with the Company and its subsidiaries and to provide
individuals with an additional incentive to contribute to the success of the
Company. The Restricted Plan is Part III of the Program. Unless any provision
herein indicates to the contrary, the Restricted Plan shall be subject to the
General Provisions of the Program and terms used but not defined in this
Restricted Plan shall have the meanings, if any, ascribed thereto in the General
Provisions of the Program.
Section 2. Terms and Conditions. The terms and conditions of restricted
shares granted under the Restricted Plan may differ from one another as the
Program Administrators shall, in their discretion, determine as long as all
restricted shares granted under the Restricted Plan satisfy the requirements of
the Restricted Plan.
Each restricted share grant shall provide to the recipient (the "Holder")
the transfer of a specified number of shares of Common Stock of the Company that
shall become nonforfeitable upon the achievement of specified service or
performance conditions within a specified period or periods (the "Restriction
Period") as determined by the Program Administrators. At the time that the
restricted share is granted, the Program Administrators shall specify the
service or performance conditions and the period of duration over which the
conditions apply.
The Holder of restricted shares shall not have any rights with respect to
such award, unless and until such Holder has executed an agreement evidencing
the terms and conditions of the award (the "Restricted Share Award Agreement").
Each individual who is awarded restricted shares shall be issued a stock
certificate in respect of such shares. Such certificate shall be registered in
the name of the Holder and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such award, substantially in
the following form:
The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Holiday RV Superstores, Inc. Restricted Share Plan
and the Restricted Share Award Agreement entered into between the
registered owner and Holiday RV Superstores, Inc. Copies of such Plan
and Agreement are on file in the offices of Holiday RV Superstores,
Inc.
The Program Administrators shall require that the stock certificates
evidencing such shares be held in the custody of the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any
restricted share award, the Holder shall have delivered a stock power, endorsed
in blank, relating to the stock covered by such award. At the expiration of each
Restriction Period, the Company shall redeliver to the Holder certificates held
by the Company representing the shares with respect to which the applicable
conditions have been satisfied.
Section 3. Nontransferable. Subject to the provisions of the Restricted
Plan and the Restricted Share Award Agreements, during the Restriction Period as
may be set by the Program Administrators commencing on the grant date, the
Holder shall not be permitted to sell, transfer, pledge, or assign shares of
restricted shares awarded under the Restricted Plan.
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Section 4. Restricted Share Rights Upon Employment or Service. If a Holder
terminates employment or service with the company prior to the expiration of the
Restriction Period, any restricted shares granted to him subject to such
Restriction Period shall be forfeited by the Holder and shall be transferred to
the Company. The Program Administrators may, in their sole and absolute
discretion, accelerate the lapsing of or waive such restrictions in whole or in
part based upon such factors and such circumstances as the Program
Administrators may determine, in their sole and absolute discretion, including,
but not limited to, the Plan Participant's retirement, death, or disability.
Section 5. Stockholder Rights. The Holder shall have, with respect to the
restricted shares granted, all of the rights of a stockholder of the Company,
including the right to vote the shares, and the right to receive any dividends
thereon. Certificates for shares of unrestricted stock shall be delivered to the
Optionee promptly after, and only after, the Restriction Period shall expire
without forfeiture in respect of such restricted shares.
Section 6. Compliance with Securities Laws. Shares shall not be issued
under the Restricted Plan unless the issuance and delivery of the shares
pursuant thereto shall comply with all relevant provisions of foreign, state and
federal law, including, without limitation, the Securities Act of 1933, as
amended, and the Exchange Act, and the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. The Program Administrators may also
require a Holder to furnish evidence satisfactory to the Company, including a
written and signed representation letter and consent to be bound by any transfer
restrictions imposed by law, legend, condition, or otherwise, that the shares
are being purchased only for investment purposes and without any present
intention to sell or distribute the shares in violation of any state or federal
law, rule, or regulation. Further, each Holder shall consent to the imposition
of a legend on the shares of Common Stock issued pursuant to the Restricted
Share Plan and the imposition of stop-transfer instructions restricting their
transferability as required by law or by this Section 6.
Section 7. Continued Employment or Service. Each Holder, if requested by
the Program Administrators, must agree in writing as a condition of the granting
of his or her restricted shares, to remain in the employment of, or service to,
the Company or any of its subsidiaries following the date of the granting of
that restricted share for a period specified by the Program Administrators.
Nothing in the Restricted Plan or in any restricted share granted hereunder
shall confer upon any Holder any right to continued employment by, or service
to, the Company or any of its subsidiaries, or limit in any way the right of the
Company or any subsidiary at any time to terminate or alter the terms of that
employment or service arrangement.
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HOLIDAY RV SUPERSTORES, INC.
RESTRICTED SHARES PLAN
RESTRICTED SHARE AWARD AGREEMENT
This AGREEMENT is made as of __________, _____, by and between Holiday RV
Superstores, Inc. a Delaware corporation (the "Company"), and
______________________ ("Holder"):
WHEREAS, the Company maintains the Holiday RV Superstores, Inc. Restricted
Shares Plan ("Restricted Plan") under which the Program Administrators may award
shares of the Company's common stock, $.01 par value ("Common Stock") to
employees and non-employees as the Program Administrators may determine, subject
to terms, conditions, or restrictions as they may deem appropriate; and
WHEREAS, pursuant to the Restricted Plan, the Program Administrators have
awarded to Holder a restricted stock award conditioned upon the execution by the
Company and Holder of a Restricted Share Award Agreement setting forth all the
terms and conditions applicable to such award.
NOW, THEREFORE, in consideration of the mutual promise and covenant
contained herein, it is hereby agreed as follows:
1. Award of Shares.
Under the terms of the Restricted Plan, the Program Administrators hereby
award and transfer to Holder a restricted stock award on __________________
("Grant Date"), covering shares of Common Stock ("Shares") subject to the terms,
conditions, and restrictions set forth in this Agreement. This transfer of
Shares shall constitute a transfer of such property in connection with Holder's
performance of service to the Company (which transfer is intended to constitute
a "transfer" for purposes of Section 83 of the Internal Revenue Code).
2. Share Restrictions.
During the period beginning on the Grant Date and ending on the date(s)
specified by the Program Administrators (the "Restriction Period"), Holder's
ownership of the Shares shall be subject to a risk of forfeiture (which risk is
intended to constitute a "substantial risk of forfeiture" for purposes of
Section 83 of the Internal Revenue Code). Specifically, if Holder's employment
or service with the Company is terminated for any reason, including Holder's
death, disability, or retirement at any time before the Restriction Period ends,
Holder shall forfeit his or her ownership in the Shares. However, in the event
of Holder's termination of employment or service, the Program Administrators
may, in their sole and absolute discretion, based upon relevant circumstances
such as the Holder's death, disability, or retirement, waive the minimum
employment or service requirement and provide Holder with a nonforfeitable right
to the Shares as of the date of such termination of employment or service.
3. Stock Certificates.
A stock certificate evidencing the Shares shall be issued in the name of
Holder as of the Grant Date. Holder shall thereupon be the shareholder of all
the Shares represented by the stock certificate. As such, Holder shall be
entitled to all rights of a stockholder of the Company, including the right to
vote the Shares and receive dividends and/or other distributions declared on
such Shares.
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Physical possession or custody of the stock certificate shall be retained
by the Company until such time as the Restriction Period lapses without the
occurrence of any forfeiture of the Shares in a manner described in the above
Paragraph 2. Upon the expiration of the Restriction Period without the
occurrence of such a forfeiture, the Company shall cause the stock certificate
covering the Shares to be delivered to Holder. In the event that Holder's
employment or service with the Company is terminated prior to the lapse of the
Restriction Period and there occurs a forfeiture of the Shares, the stock
certificate representing such Shares shall be then canceled and revert to the
Company.
4. Nontransferable.
During the Restriction Period, the Shares covered by the restricted stock
award shall not be transferable by Holder by means of sale, assignment, sale,
pledge, encumbrance, or otherwise. During the Restriction Period, the Company
shall place a legend on the stock certificate restricting the transferability of
such certificate and referring to the terms and conditions applicable to the
Shares pursuant to the Restricted Share Plan and this Agreement.
Upon the lapse of the Restriction Period, the Shares shall not be delivered
to Holder if such delivery would constitute a violation of any applicable
federal or state securities or other law or valid regulation. As a condition to
the delivery of the Shares to Holder, the Company may require Holder to make any
representation or warranty as may be required by any applicable law or
regulation and, specifically, may require Holder to provide evidence
satisfactory to the Company that the Shares are being acquired only for
investment purposes and without any present intention to sell or distribute the
shares in violation of any federal or state securities or other law or valid
regulation.
5. Administration.
The Program Administrators shall have full authority and discretion
(subject only to the express provisions of the Restricted Plan) to decide all
matters relating to the administration and interpretation of the Restricted Plan
and this Agreement. All such Program Administrators determinations shall be
final, conclusive, and binding upon the Company, Holder, and any and all
interested parties.
6. Right to Continued Employment or Service.
Nothing in the Restricted Plan or this Agreement shall confer on Holder any
right to continue in the employ of or service to the Company or, except as may
otherwise be limited by a written agreement between the Company and Holder, in
any way affect the Company's right to terminate Holder's employment or service,
at will, at any time without prior notice at any time for any or no reason
(whether by dismissal, discharge, retirement or otherwise).
7. Amendment.
This Agreement shall be subject to the terms of the Restricted Plan as
amended, the terms of which are incorporated herein by reference. However, the
restricted stock award that is the subject of this Agreement may not in any way
be restricted or limited by any Restricted Plan amendment or termination
approved after the date of the award without Holder's written consent.
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8. Force and Effect.
The various provisions of this Agreement are severable in their entirety.
Any determination of invalidity or unenforceability of any one provision shall
have no effect on the continuing force and effect of the remaining provisions.
9. Governing Law.
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware.
10. Successors.
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns, and heirs of the respective parties.
11. Notice.
All notices, requests, demands, and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally
or by certified mail, return receipt requested, as follows:
To Company: Holiday RV Superstores, Inc.
7851 Greenbriar Parkway
Orlando, Florida 32819
Attn: Chief Financial Officer
To Holder: ______________________________
______________________________
______________________________
12. Incorporation of Plan by Reference.
The Shares are awarded pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Share award shall in all
respects be interpreted in accordance with the Plan. The Program Administrators
shall interpret and construe the Plan and this instrument, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date hereof.
HOLIDAY RV SUPERSTORES, INC.,
a Delaware corporation
______________________________________
[Optionee]
By: ______________________________
Name:
Title:
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PART IV
HOLIDAY RV SUPERSTORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
Section 1. Purpose. The purpose of the Holiday RV Superstores, Inc.
Employee Stock Purchase Plan (the "Stock Purchase Plan") is to promote the
growth and general prosperity of the Company by permitting the Company to sell
to employees of the Company and its subsidiaries shares of the Company's stock
in accordance with Section 423 of the Code ("Section 423"), and it is the
intention of the Company to have the Stock Purchase Plan qualify as an Employee
Stock Purchase Plan in accordance with Section 423, and the Stock Purchase Plan
shall be construed to administer stock purchases and to extend and limit
participation consistent with the requirements of Section 423. The Stock
Purchase Plan will be administered by the Program Administrators, and terms used
but not defined in this Stock Purchase Plan shall have the meanings, if any,
ascribed thereto in the General Provisions of the Program.
Section 2. Maximum Number of Shares; Terms and Conditions. The maximum
aggregate number of shares of Common Stock subject to the Stock Purchase Plan
shall be 3,000,000. The terms and conditions of shares to be offered to be sold
to employees of the Company and its subsidiaries under the Stock Purchase Plan
shall comply with Section 423.
Section 3. Offering Periods and Participation. The Stock Purchase Plan
shall be implemented through a series of consecutive six (6) month periods
commencing on the first trading day on or after January 1 or July 1 of each year
and terminating on the last trading day ending approximately six (6) months
later(the "Offering Periods"). Any employee who shall be employed by the Company
or one of its subsidiaries on a given Enrollment Date (defined below) whose
customary employment for tax purposes is at least twenty (20) hours per week and
more than five (5) consecutive months in any calendar year, and who own less
than 5% of the Common Stock, is eligible to participate in the Stock Purchase
Plan (an "Eligible Employee") An Eligible Employees may become a participant in
the Stock Purchase Plan by completing and delivering to the Company's payroll
office an agreement authorizing payroll deductions and evidencing the terms and
conditions of the stock subscription in a form prescribed by the Program
Administrators (the "Subscription Agreement") prior to the first day of each
Offering Period. The first day of each Offering Period will be the "Enrollment
Date" and the last day of each period will be the "Exercise Date." The Program
Administrators shall have the power to change the duration of Offering Periods
(including the commencement date thereof) with respect to future offerings
without stockholder approval if such change is announced at least five (5) days
prior to the scheduled beginning of the first Offering Period to be affected
thereafter. Under this Stock Purchase Plan, "Purchase Period" shall mean an
approximately six (6) month period commencing after one Exercise Date and ending
with the next Exercise Date.
Section 4. Purchase Price. The "Purchase Price" means an amount as
determined by the Program Administrators that is the lesser of: (a) the Purchase
Price Discount (as defined below) from the Fair Market Value of a share of
Common Stock on the Enrollment Date, or (b) the Purchase Price Discount from the
Fair Market Value of a share of Common Stock on the Exercise Date. The "Purchase
Price Discount" shall mean the amount of the discount from the Fair Market Value
granted to Plan Participants not to exceed fifteen percent (15%) of the Fair
Market Value.
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Section 5. Grants.
(a) Grants. On the Enrollment Date of each Offering Period, each
Eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at
the applicable Purchase Price) shares of Common Stock in an amount from
time to time specified by the Program Administrators as set forth in
Section 5(b) below. The Program Administrators will also establish the
Purchase Price Discount and the maximum number or value of shares that may
be purchased by any Plan Participant (the "Periodic Exercise Limit"), which
in no event shall exceed the lowest amount provided under Section 5(b)(i)
through (iii) below (the "Statutory Maximum"), and if no Periodic Exercise
Limit is specified by the Program Administrators, shall equal the Statutory
Maximum. The right to purchase shall expire immediately after the last
Exercise Date of the Offering Period.
(b) Grant Limitations. Any provisions of the Stock Purchase Plan to
the contrary notwithstanding, no Plan Participant shall be granted a right
to purchase under the Stock Purchase Plan:
(i) if, immediately after the grant, such Plan Participant would
own stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of any
subsidiary (applying the constructive ownership rules of Section
424(d) of the Code and treating stock that a Plan Participant may
acquire under outstanding options as stock owned by the Plan
Participant);
(ii) that permits such Plan Participant's rights to purchase
stock under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate that exceeds Twenty-Five Thousand
Dollars ($25,000) worth of stock (determined at the Fair Market Value
of the shares at the time such option is granted) for each calendar
year in which such option is outstanding at any time (computed
utilizing the rules of Section 423(b)(8) of the Code);
(iii) that permits a Plan Participant to purchase Stock in excess
of twenty percent (20%) of his or her compensation, which shall
include the gross base salary or hourly compensation paid to a Plan
Participant and the gross amount of any targeted bonus, without
reduction for contributions to any 401(k) plan sponsored by the
Company; or
(iv) that exceeds the Periodic Exercise Limit.
(c) No Rights in Respect of Underlying Stock. The Plan Participant
will have no interest or voting right in shares covered by a right to
purchase until such purchase has been completed.
(d) Plan Account. The Company shall maintain a plan account (a "Plan
Account") for the Plan Participants in the Stock Purchase Plan, to which
are credited the payroll deductions made for such Plan Participant pursuant
to Section 6 and from which are debited amounts paid for the purchase of
shares.
Section 6. Payroll Deductions/Direct Purchases.
(a) Plan Participant Designations. The Subscription Agreement
applicable to an Offering Period shall designate payroll deductions to be
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made on each payday during the Offering Period as a whole number percentage
specified by the Program Administrators of such Eligible Employee's
compensation for the pay period preceding such payday. Direct purchases may
be permitted on such terms specified by the Program Administrators.
(b) Plan Account Balances. The Company shall make payroll deductions
as specified in each Plan Participant's Subscription Agreement on each
payday during the Offering Period and credit such payroll deductions to
such Plan Participant's Plan Account. A Plan Participant may not make any
additional payments into such Plan Account. No interest will accrue on any
payroll deductions. All payroll deductions received or held by the Company
under the Stock Purchase Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.
(c) Plan Participant Changes. A Plan Participant may discontinue his
or her participation in the Stock Purchase Plan as provided in Section 9,
or may increase or decrease (subject to such limits as the Program
Administrators may impose) the rate of his or her payroll deductions during
any Offering Period by filing with the Company a new Subscription Agreement
authorizing such a change in the payroll deduction rate. The change in rate
shall be effective with the first full payroll period following five (5)
business days after the Company's receipt of the new Subscription
Agreement, unless the Company elects to process a given change in
participation more quickly. A Plan Participant's Subscription Agreement
shall remain in effect for successive Offering Periods unless terminated
sooner as provided by Section 9 hereof.
(d) Decreases. Notwithstanding the foregoing, to the extent necessary
to comply with Section 423(b)(8) of the Code and Section 5(b) herein, a
Plan Participant's payroll deductions shall be decreased to zero percent at
such time during any Purchase Period that is scheduled to end during the
current calendar year (the "Current Purchase Period") when the aggregate of
all payroll deductions previously used to purchase stock under the Stock
Purchase Plan in a prior Purchase Period which ended during that calendar
year plus all payroll deductions accumulated with respect to the Current
Purchase Period equal to the maximum permitted by Section 423(b)(8) of the
Code. Payroll deductions shall recommence at the rate provided in such Plan
Participant's Subscription Agreement at the beginning of the first Purchase
Period that is scheduled to end in the following calendar year, unless
terminated by the Plan Participant as provided in Section 9.
(e) Tax Obligations. At the time of the option is exercised, and at
the time any Common Stock issued under the Stock Purchase Plan to a Plan
Participant is disposed of, the Plan Participant must adequately provide
for the Company's federal, state or other tax withholding obligations, if
any, that arise upon the purchase of shares or the disposition of the
Common Stock. At any time, the Company may, but will not be obligated to,
withhold from the Plan Participant's compensation the amount necessary for
the Company to meet applicable withholding obligations, including, but not
limited to, any withholding required to make available to the Company any
tax deductions or benefit attributable to sale or early disposition of
Common Stock by the Eligible Employee.
(f) Statements of Account. The Company shall maintain each Plan
Participant's Plan Account and shall give each Plan Participant a statement
of account at least annually. Such statements will set forth the amounts of
payroll deductions, the Purchase Price applicable to the Common Stock
purchased, the number of shares purchased, the remaining cash balance and
the dividends received, if any, for the period covered.
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<PAGE>
Section 7. Exercise of Option.
(a) Automatic Exercise on Exercise Dates. Unless a Plan Participant
withdraws as provided in Section 9 below, his or her option for the
purchase of shares will be exercised automatically on the Exercise Date and
the maximum whole number of shares of Common Stock as can then be purchased
at the applicable Purchase Price with the payroll deductions accumulated in
such Plan Participant's Plan Account and not yet applied to the purchase of
shares under the Stock Purchase Plan, subject to the Periodic Exercise
Limit. Any payroll deductions accumulated in a Plan Participant's Plan
Account which are not sufficient to purchase a full share shall be retained
in the Plan Participant's Plan Account for the subsequent Purchase Period,
subject to earlier withdrawal by the Plan Participant as provided in
Section 9 hereof. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange delivery to
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option. During a Plan Participant's
lifetime, a Plan Participant's options to purchase shares under the Stock
Purchase Plan shall be exercisable only by the Plan Participant.
(b) Compliance With Securities Law. Shares of Common Stock shall not
be issued with respect to any purchase of shares granted under the Stock
Purchase Plan, unless the purchase of shares and the issuance and delivery
of those shares pursuant to that exercise comply with all applicable
provisions of foreign, state and federal law including, without limitation,
the Securities Act of 1933, as amended and the Exchange Act, and the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance. The Program Administrators may also require a Plan Participant
to furnish evidence satisfactory to the Company, including a written and
signed representation letter and consent to be bound by any transfer
restrictions imposed by law, legend, condition, or otherwise, that the
shares are being purchased only for investment purposes and without any
present intention to sell or distribute the shares in violation of any
state or federal law, rule, or regulation. Further, each Plan Participant
shall consent to the imposition of a legend on the shares of Common Stock
purchased and the imposition of stop-transfer instructions restricting
their transferability as required by law or by this Section 7.
(c) Excess Plan Account Balances. If, due to application of the
Periodic Exercise Limit or otherwise, there remains in a Plan Participant's
Plan Account immediately following exercise of such Plan Participant's
option to purchase shares on an Exercise Date any cash accumulated
immediately preceding such Exercise Date and not applied to the purchase of
shares under the Stock Purchase Plan, such cash shall be retained in the
Plan Participant's Plan Account for the subsequent Purchase Period, subject
to earlier withdrawal by the Plan Participant as provided in Section 9
hereof.
Section 8. Holding Period. The Program Administrators may establish, as a
condition to participation, a holding period of up to one (1) year.
Section 9. Withdrawal; Termination of Employment.
(a) Voluntary Withdrawal. A Plan Participant may withdraw from an
Offering Period by giving written notice to the Company's payroll office at
least ten (10) business days prior to the next Exercise Date. Such
withdrawal shall be effective ten (10) business days after receipt by the
Company's payroll office of notice thereof. On or promptly following the
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effective date of any withdrawal, all (but not less than all) of the
Offering Period. If a Plan Participant withdraws from an Offering Period,
payroll deductions will not resume at the beginning of any succeeding
Offering Period, unless the Plan Participant delivers to the Company a new
Subscription Agreement with respect thereto.
(b) Termination of Employment. Promptly after a Plan Participant's
ceasing to be an employee for any reason the payroll deductions credited to
such Plan Participant's Plan Account and not yet applied to the purchase of
shares under the Stock Purchase Plan will be returned to such Plan
Participant or, in the case of his or her death, to the person or persons
entitled thereto, and such Plan Participant's option to purchase shares
will be automatically terminated, provided that, if the Company does not
learn of such death more than ten (10) business days prior to an Exercise
Date, payroll deductions credited to such Plan Participant's Plan Account
may be applied to the purchase of shares under the Stock Purchase Plan on
such Exercise Date.
Section 10. Nontransferability. Neither payroll deductions credited to a
Plan Participant's Plan Account nor any rights with regard to the exercise of a
purchase of shares or to receive shares under the Stock Purchase Plan may be
assigned, transferred, pledged or otherwise disposed of by the Plan Participant
in any way other than by will or the laws of descent and distribution, and any
purchase of shares by a Plan Participant shall, during such Plan Participant's
lifetime, be exercisable only by such Plan Participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Program Administrator may treat such act as an election to
withdraw from an Offering Period in accordance with Section 9.
Section 11. Compliance with Securities Laws. Shares shall not be issued
with respect to the Stock Purchase Plan, unless the issuance and delivery of the
shares pursuant thereto shall comply with all applicable provisions of foreign,
state and federal law, including, without limitation, the Securities Act of
1933, as amended, and the Exchange Act, and the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. The Program
Administrators may also require a Plan Participant to furnish evidence
satisfactory to the Company, including a written and signed representation
letter and consent to be bound by any transfer restrictions imposed by law,
legend, condition, or otherwise, that the shares are being purchased only for
investment purposes and without any present intention to sell or distribute the
shares in violation of any state or federal law, rule, or regulation. Further,
each Plan Participant shall consent to the imposition of a legend on the shares
of Common Stock subject to his or her option and the imposition of stop-transfer
instructions restricting their transferability as required by law or by this
Section 11.
Section 12. Continued Employment or Service. Each Plan Participant, if
requested by the Program Administrators, must agree in writing, to remain in the
employment of, or service to, the Company or any of its subsidiaries following
the date of the granting of the option to purchase shares for a period specified
by the Program Administrators. Nothing in this Stock Purchase Plan shall confer
upon any Plan Participant any right to continued employment by, or service to,
the Company or any of its subsidiaries, or limit in any way the right of the
Company or any subsidiary at any time to terminate or alter the terms of that
employment or service arrangement.
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PART V
HOLIDAY RV SUPERSTORES, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Section 1. Purpose; Plan. The purpose of this Holiday RV Superstores, Inc.
Non-Employee Director Stock Option Plan (the "Directors Plan") is to permit the
Company to grant options to purchase shares of its Common Stock to non-employee
directors of the Company. Any option granted pursuant to the Directors Plan
shall be clearly and specifically designated as not being an incentive stock
option, as defined in Section 422 of the Code. This Directors Plan is Part V of
the Program. Unless any provision herein indicates to the contrary, the
Directors Plan shall be subject to the General Provisions of the Program, and
terms used but not defined in this Directors Plan shall have the meanings, if
any, ascribed thereto in the General Provisions of the Program.
Section 2. Option Terms and Conditions. The Program shall grant to each
director of the Company, at such times including upon election or appointment
and from time to time thereafter, options to purchase that number of shares of
Common Stock as determined annually by the Program Administrators. The terms and
conditions of options granted under the Directors Plan shall be in duration,
form and substance as the Program Administrators shall in their discretion
determine, but in no event shall any option granted under the Directors Plan
expire later than ten (10) years from the date on which the option is granted.
Section 3. Compliance with Securities Laws. Shares of Common Stock shall
not be issued with respect to any option granted under the Directors Plan,
unless the exercise of that option and the issuance and delivery of the shares
pursuant thereto shall comply with all applicable provisions of foreign, state
and federal law, including, without limitation, the Securities Act of 1933, as
amended, and the Exchange Act, and the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. The Program Administrators may also
require an Optionee to furnish evidence satisfactory to the Company, including a
written and signed representation letter and consent to be bound by any transfer
restrictions imposed by law, legend, condition, or otherwise, that the shares
are being purchased only for investment purposes and without any present
intention to sell or distribute the shares in violation of any state or federal
law, rule, or regulation. Further, each Optionee shall consent to the imposition
of a legend on the shares of Common Stock subject to his or her option and the
imposition of stop-transfer instructions restricting their transferability as
required by law or by this Section 2.
Section 4. Adjustments to Number and Purchase Price of Optioned Shares. All
options granted pursuant to the terms of this Directors Plan shall be adjusted
in a manner prescribed by Article 7 of the General Provisions of the Program.
Section 5. Purchase Price. The purchase price for shares acquired pursuant
to the exercise, in whole or in part, of any option shall not be less than the
Fair Market Value of the shares at the time of the grant of the option.
Section 6. Exercise of Options. Each option shall be exercisable in one or
more installments during its term and the right to exercise may be cumulative as
determined by the Program Administrators. No option may be exercised for a
fraction of a share of Common Stock. The purchase price of any shares purchased
shall be paid in full in cash or by certified or cashier's check payable to the
order of the Company or, if permitted by the Program Administrators, by shares
of Common Stock or by a combination of cash, check, or, if permitted by the
Program Administrators, shares of Common Stock, at the time of exercise of the
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option. If any portion of the purchase price is paid in shares of Common Stock,
those shares shall be tendered at their then Fair Market Value as determined by
Article 6 under General Provisions of the Program. Payment in shares of Common
Stock includes the automatic application of shares of Common Stock received upon
exercise of an option to satisfy the exercise price for additional options.
Section 7. Reorganization. In the event of the dissolution or liquidation
of the Company, any option granted under the Directors Plan shall terminate as
of a date to be fixed by the Program Administrators; provided that not less than
30 days' written notice of the date so fixed shall be given to each Optionee and
each such Optionee shall have the right during such period (unless such option
shall have previously expired) to exercise any option, including any option that
would not otherwise be exercisable by reason of an insufficient lapse of time.
In the event of a Reorganization (as defined below) in which the Company is
not the surviving or acquiring company, or in which the Company is or becomes a
subsidiary of another company after the effective date of the Reorganization,
then:
(a) if there is no plan or agreement respecting the Reorganization
(the "Reorganization Agreement") or if the Reorganization Agreement does
not specifically provide for the change, conversion or exchange of the
outstanding options for options of another corporation, then exercise and
termination provisions equivalent to those described in this Section 7
shall apply (which shall include the right to receive upon exercise the
consideration that would be received by a holder of a number of shares of
Common Stock issuable upon exercise of the option immediately prior to the
consummation of the Reorganization); or
(b) if there is a Reorganization Agreement and if the Reorganization
Agreement specifically provides for the change, conversion, or exchange of
the outstanding options for options of another corporation, then the
Program Administrators shall adjust the outstanding unexercised options
(and shall adjust the options remaining under the Directors Plan which have
not yet been granted if the Reorganization Agreement makes specific
provision for such an adjustment) in a manner consistent with the
applicable provisions of the Reorganization Agreement.
The term "Reorganization" as used in this Section 7 shall mean any
statutory merger, statutory consolidation, sale of all or substantially all of
the assets of the Company or a sale of the Common Stock pursuant to which the
Company is or becomes a subsidiary of another company after the effective date
of the Reorganization.
Adjustments and determinations under this Section 7 shall be made by the
Program Administrators, whose decisions as to such adjustments or determinations
shall be final, binding, and conclusive.
Section 8. Written Notice Required. Any option granted pursuant to the
terms of this Directors Plan shall be exercised when written notice of that
exercise has been given to the Company at its principal office by the person
entitled to exercise the option and full payment for the shares with respect to
which the option is exercised has been received by the Company.
Section 9. Option Rights Upon Termination of Employment or Service. If a
director ceases to serve as a member of the Board of Directors for any reason
other than death or disability, his or her option shall terminate thirty (30)
days after the date of termination of service (unless sooner terminated in
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accordance with its terms); provided, however, that in the event service as a
director is terminated for cause as defined by applicable law, his or her option
shall terminate immediately, provided, further, however, that the Program
Administrators may, in their sole and absolute discretion, allow the option to
be exercised (to the extent exercisable on the date of termination of service)
at any time within ninety (90) days after the date of termination of service,
unless either the option or the Directors Plan otherwise provides for earlier
termination.
Section 10. Option Rights Upon Disability. If a director becomes disabled
within the meaning of Code Section 422(e)(3) while serving as a director the
Company, his or her option shall terminate six months after the date of
termination of service as a director due to disability (unless sooner terminated
in accordance with its terms); provided, however, that the Program
Administrators may, in their sole and absolute discretion, allow the option to
be exercised (to the extent exercisable on the date of termination of service as
a director at any time within one year after the date of termination of service
as a director due to disability, unless either the option or the Directors Plan
otherwise provides for earlier termination.
Section 11. Option Rights Upon Death of Optionee. If a director dies while
serving as a director of the Company, his or her option shall expire six months
after the date of death (unless sooner terminated in accordance with its terms);
provided, however, that the Program Administrators may, in their sole and
absolute discretion, allow the option to be exercised (to the extent exercisable
on the date of death) at any time within one year after the date of death,
unless either the option or the Directors Plan otherwise provides for earlier
termination. During this [one-year] or shorter period, the option may be
exercised, to the extent that it remains unexercised on the date of death, by
the person or persons to whom the director's rights under the option shall pass
by will or by the laws of descent and distribution, but only to the extent that
the director is entitled to exercise the option at the date of death.
Section 12. Options Not Transferable. Options granted pursuant to the terms
of this Directors Plan may not be sold, pledged, assigned, or transferred in any
manner otherwise than by will or the laws of descent or distribution and may be
exercised during the lifetime of a non-employee director only by that director.
No such options shall be pledged or hypothecated in any way nor shall they be
subject to execution, attachment, or similar process.
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PART VI
HOLIDAY RV SUPERSTORES, INC.
STOCK APPRECIATION RIGHTS PLAN
Section 1. SAR Terms and Conditions. The purpose of this Holiday RV
Superstores, Inc. Stock Appreciation Rights Plan (the "SAR Plan") is to promote
the growth and general prosperity of the Company by permitting the Company to
grant stock appreciation rights ("SARs") to help attract and retain superior
personnel for positions of substantial responsibility with the Company and its
subsidiaries and to provide individuals with an additional incentive to
contribute to the success of the Company. The terms and conditions of SARs
granted under the SAR Plan may differ from one another as the Program
Administrators shall, in their discretion, determine in each SAR agreement (the
"SAR Agreement"). Unless any provision herein indicates to the contrary, this
SAR Plan shall be subject to the General Provisions of the Program, and terms
used but not defined in this SAR Plan shall have the meanings, if any, ascribed
thereto in the General Provisions of the Program.
Section 2. Duration of SARs. Each SAR and all rights thereunder granted
pursuant to the terms of the SAR Plan shall expire on the date determined by the
Program Administrators as evidenced by the SAR Agreement, but in no event shall
any SAR expire later than ten (10) years from the date on which the SAR is
granted. In addition, each SAR shall be subject to early termination as provided
in the SAR Plan.
Section 3. Grant. Subject to the terms and conditions of the SAR Agreement,
the Program Administrators may grant the right to receive a payment upon the
exercise of a SAR which reflects the appreciation in the Fair Market Value of
the number of shares of Common Stock for which such SAR was granted to any
person who is eligible to receive awards either: (i) in tandem with the grant of
an Incentive Option; (ii) in tandem with the grant of a Nonqualified Option; or
(iii) independent of the grant of an Incentive Option or Nonqualified Option.
Each grant of a SAR which is in tandem with the grant of an Incentive Option or
Nonqualified Option shall be evidenced by the same agreement as the Incentive
Option or Nonqualified Option which is granted in tandem with such SAR and such
SAR shall relate to the same number of shares of Common Stock to which such
Option shall relate and such other terms and conditions as the Program
Administrators, in their sole and absolute discretion, deem are not inconsistent
with the terms of the SAR Plan, including conditions on the exercise of such SAR
which relate to the employment of the Plan Participant or any requirement that
the Plan Participant exchange a prior outstanding option and/or SAR.
Section 4. Payment at Exercise. Upon the settlement of a SAR in accordance
with the terms of the SAR Agreement, the Plan Participant shall (subject to the
terms and conditions of the SAR Plan and SAR Agreement) receive a payment equal
to the excess, if any, of the SAR Exercise Price (as defined below) for the
number of shares of the SAR being exercised at that time over the SAR Grant
Price (as defined below) for such shares. Such payment may be paid in cash or in
shares of the Company's Common Stock or by a combination of the foregoing, at
the time of exercise of the SAR, specified by the Program Administrators in the
SAR Agreement. If any portion of the payment is paid in shares of the Company's
Common Stock, such shares shall be valued for this purpose at the SAR Exercise
Price on the date the SAR is exercised and any payment in shares which calls for
a payment in a fractional share shall automatically be paid in cash based on
such valuation. As used herein, "SAR Exercise Date" shall mean the date on which
the exercise of a SAR occurs under the SAR Agreement, "SAR Exercise Price" shall
mean the Fair Market Value of a share of Common Stock on a SAR Exercise Date and
"SAR Grant Price" shall mean the price which would have been the option exercise
price for
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one share of Common Stock if the SAR had been granted as an option, or if the
SAR was granted in tandem with an option, the option exercise price per share
for the related option.
Section 5. Special Terms and Conditions. Each SAR Agreement which evidences
the grant of a SAR shall incorporate such terms and conditions as the Program
Administrators in their sole and absolute discretion deem are not inconsistent
with the terms of the SAR Plan and the agreement for Incentive Option or
Nonqualified Option, if any, granted in tandem with such SAR except that: (i) if
a SAR is granted in tandem with an Incentive Option or Nonqualified Option, the
SAR shall be exercisable only when the related Incentive Option or Nonqualified
Option is exercisable; and (ii) the Plan Participant's right to exercise a SAR
granted in tandem with an Incentive Option or Nonqualified Option shall be
forfeited to the extent that the Plan Participant exercises the related
Incentive Option or Nonqualified Option and the Plan Participant's right to
exercise the Incentive Option or Nonqualified Option shall be forfeited to the
extent the Plan Participant exercises the related SAR, but any such forfeiture
shall not count as a forfeiture for purposes of making the shares subject to
such option or SAR again available for use under the General Provisions of the
Plan.
Section 6. Compliance with Securities Laws. SARs shall not be granted and
shares shall not be issued with respect to any SAR granted under the SAR Plan
unless the grant of that SAR or the exercise of that SAR and the issuance and
delivery of the shares pursuant thereto shall comply with all applicable
provisions of foreign, state and federal law, including, without limitation, the
Securities Act of 1933, as amended, and the Exchange Act, and the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. The Program
Administrators may also require a Plan Participant to furnish evidence
satisfactory to the Company, including a written and signed representation
letter and consent to be bound by any transfer restrictions imposed by law,
legend, condition, or otherwise, that any securities are being acquired only for
investment purposes and without any present intention to sell or distribute the
securities in violation of any state or federal law, rule, or regulation.
Further, each Plan Participant shall consent to the imposition of a legend on
securities and the imposition of stop-transfer instructions restricting their
transferability as required by law or by this Section 6.
Section 7. Continued Employment or Service. Each Plan Participant, if
requested by the Program Administrators, must agree in writing as a condition of
receiving his or her SAR or any shares as a result thereof, to remain in the
employment of, or service to, the Company or any of its subsidiaries following
the date of the granting of that SAR or the issuance of such shares for a period
specified by the Program Administrators. Nothing in this SAR Plan or in any SAR
Agreement shall confer upon any Plan Participant any right to continued
employment by, or service to, the Company or any of its subsidiaries, or limit
in any way the right of the Company or any subsidiary at any time to terminate
or alter the terms of that employment or service arrangement.
Section 8. SAR Rights Upon Termination of Employment or Service. If a Plan
Participant under this SAR Plan ceases to be employed by, or provide services
to, the Company or any of its subsidiaries for any reason other than death or
disability, his or her SAR shall terminate thirty (30) days after the date of
termination of employment (unless sooner terminated in accordance with its
terms); provided, however, that in the event employment is terminated for cause
as defined by applicable law, his or her option shall terminate immediately,
provided, further, however, that the Program Administrators may, in their sole
and absolute discretion, allow the SAR to be exercised, to the extent
exercisable on the date of termination of employment or service, at any time
within ninety (90) days after the date of termination of employment or service,
unless either the SAR Agreement or this SAR Plan otherwise provides for earlier
termination.
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<PAGE>
Section 9. Rights Upon Disability. If a Plan Participant under this SAR
Plan becomes disabled within the meaning of Code Section 422(e)(3) while
employed by or providing service to the Company or any subsidiary, his or her
SAR shall terminate six months after the date of termination of employment or
service, due to disability (unless sooner terminated in accordance with its
terms); provided, however, that the Program Administrators may, in their sole
and absolute discretion, allow the SAR to be exercised (to the extent
exercisable on the date of termination of employment or service) at any time
within one year after the date of termination of employment or service due to
disability, unless either the SAR Agreement or the SAR Plan otherwise provides
for earlier termination.
Section 10. Rights Upon Death. Except as otherwise limited by the Program
Administrators at the time of the grant of a SAR, if an a Plan Participant under
the SAR Plan dies while employed by, or providing services to, the Company or
any of its subsidiaries, his or her SAR shall expire six months after the date
of death (unless sooner terminated in accordance with its terms); provided,
however, that the Program Administrators may, in their sole and absolute
discretion, allow the SAR to be exercised (to the extent exercisable on the date
of death) at any time within one year after the date of death, unless the SAR
Agreement or the SAR Plan otherwise provides for earlier termination. During
this one-year or shorter period, the SAR may be exercised, to the extent that it
remains unexercised on the date of death, by the person or persons to whom the a
Plan Participant's rights under the SAR shall pass by will or by the laws of
descent and distribution, but only to the extent that the Plan Participant is
entitled to exercise the SAR at the date of death.
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<PAGE>
PART VII
HOLIDAY RV SUPERSTORES, INC.
OTHER STOCK RIGHTS PLAN
Section 1. Terms and Conditions. The purpose of the Holiday RV Superstores,
Inc. Other Stock Rights Plan (the "Stock Rights Plan") is to promote the growth
and general prosperity of the Company by permitting the Company to grant
restricted shares to help attract and retain superior personnel for positions of
substantial responsibility with the Company and its subsidiaries to provide
individuals with an additional incentive to the success of the Company. The
terms and conditions of Performance Shares, Stock Payments or Dividend
Equivalent Rights granted under the Stock Rights Plan may differ from one
another as the Program Administrators shall, in their discretion, determine in
each stock rights agreement (the "Stock Rights Agreement"). Unless any provision
herein indicates to the contrary, this Stock Rights Plan shall be subject to the
General Provisions of the Program, and terms used but not defined in this Stock
Rights Plan shall have the meanings, if any, ascribed thereto in the General
Provisions of the Program.
Section 2. Duration. Each Performance Share, Stock Payment or Dividend
Equivalent Right and all rights thereunder granted pursuant to the terms of the
Stock Rights Plan shall expire on the date determined by the Program
Administrators as evidenced by the Stock Rights Agreement, but in no event shall
any Performance Shares or Dividend Equivalent Rights expire later than ten (10)
years from the date on which the Performance Shares or Dividend Equivalent
Rights are granted. In addition, each Performance Share, Stock Payment or
Dividend Equivalent Right shall be subject to early termination as provided in
the Stock Rights Plan.
Section 3. Grant. Subject to the terms and conditions of the Stock Rights
Agreement, the Program Administrators may grant Performance Shares, Stock
Payments or Dividend Equivalent Rights as provided under the Stock Rights Plan.
Each grant of Performance Shares, Dividend Equivalent Rights or Stock Payments
shall be evidenced by a Stock Rights Agreement, which shall state the terms and
conditions of each as the Program Administrators, in their sole and absolute
discretion, deem are not inconsistent with the terms of the Stock Rights Plan.
Section 4. Performance Shares. Performance Shares shall become payable to a
Plan Participant based upon the achievement of specified Performance Objectives
and upon such other terms and conditions as the Program Administrators may
determine and specify in the Stock Rights Agreement evidencing such Performance
Shares. Each grant shall satisfy the conditions for performance-based awards
hereunder and under the General Provisions of the Program. A grant may provide
for the forfeiture of Performance Shares in the event of termination of
employment or other events, subject to exceptions for death, disability,
retirement or other events, all as the Program Administrators may determine and
specify in the Stock Rights Agreement for such grant. Payment may be made for
the Performance Shares at such time and in such form as the Program
Administrators shall determine and specify in the Stock Rights Agreement and
payment for any Performance Shares may be made in full in cash or by certified
cashier's check payable to the order of the Company or, if permitted by the
Program Administrators, by shares of the Company's Common Stock or by the
surrender of all or part of an award, or in other property, rights or credits
deemed acceptable by the Program Administrators or, if permitted by the Program
Administrators, by a combination of the foregoing. If any portion of the
purchase price is paid in shares of the Company's Common Stock, those shares
shall be tendered at their then Fair Market Value. Payment in shares of Common
Stock includes the automatic application of shares of Common Stock received upon
the exercise or settlement of Performance Shares or other option or award to
satisfy the exercise or settlement price.
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<PAGE>
Section 5. Stock Payments. The Program Administrators may grant Stock
Payments to a person eligible to receive the same as a bonus or additional
compensation or in lieu of the obligation of the Company or a subsidiary to pay
cash compensation under other compensatory arrangements, with or without the
election of the eligible person, provided that the Plan Participant will be
required to pay an amount equal to the aggregate par value of any newly issued
Stock Payments. A Plan Participant shall have all the voting, dividend,
liquidation and other rights with respect to shares of Common Stock issued to
the Plan Participant as a Stock Payment upon the Plan Participant becoming
holder of record of such shares of Common Stock; provided, however, the Program
Administrators may impose such restrictions on the assignment or transfer of
such shares of Common Stock as they deem appropriate and as are evidenced in the
Stock Rights Agreement for such Stock Payment.
Section 6. Dividend Equivalent Rights. The Program Administrators may grant
Dividend Equivalent Rights in tandem with the grant of Incentive Options or
Nonqualified Options, SARs, Restricted Shares or Performance Shares that
otherwise do not provide for the payment of dividends on the shares of Common
Stock subject to such awards for the period of time to which such Dividend
Equivalent Rights apply, or may grant Dividend Equivalent Rights that are
independent of any other such award. A Dividend Equivalent Right granted in
tandem with another award may be evidenced by the agreement for such other
award; otherwise, a Dividend Equivalent Right shall be evidenced by a separate
Stock Rights Agreement. Payment may be made by the Company in cash or by shares
of the Company's Common Stock or by a combination of the foregoing, may be
immediate or deferred and may be subject to such employment, performance
objectives or other conditions as the Program Administrators may determine and
specify in the Stock Rights Agreement for such Dividend Equivalent Rights. The
total payment attributable to a share of Common Stock subject to a Dividend
Equivalent Right shall not exceed one hundred percent (100%) of the equivalent
dividends payable with respect to an outstanding share of Common Stock during
the term of such Dividend Equivalent Right, taking into account any assumed
investment (including assumed reinvestment in shares of Common Stock) or
interest earnings on the equivalent dividends as determined under the Stock
Rights Agreement in the case of a deferred payment, provided that such
percentage may increase to a maximum of two hundred percent (200%) if a Dividend
Equivalent Right is subject to a Performance Objective.
Section 7. Compliance with Securities Laws. Securities shall not be issued
with respect to any award under the Stock Rights Plan, unless the issuance and
delivery of the securities pursuant thereto shall comply with all applicable
provisions of foreign, state and federal law, including, without limitation, the
Securities Act of 1933, as amended, and the Exchange Act, and the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the securities may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance. The
Program Administrators may also require a Plan Participant to furnish evidence
satisfactory to the Company, including a written and signed representation
letter and consent to be bound by any transfer restrictions imposed by law,
legend, condition, or otherwise, that the securities are being acquired only for
investment purposes and without any present intention to sell or distribute the
securities in violation of any state or federal law, rule, or regulation.
Further, each Plan Participant shall consent to the imposition of a legend on
the securities subject to his or her award and the imposition of stop-transfer
instructions restricting their transferability as required by law or by this
Section 7.
Section 8. Continued Employment or Service. Each Plan Participant, if
requested by the Program Administrators, must agree in writing as a condition of
receiving his or her award, to remain in the employment of, or service to, the
Company or any of its subsidiaries following the date of the granting of that
award for a period specified by the Program Administrators. Nothing in this
Stock Rights Plan in any award granted hereunder shall confer upon any Plan
Participant any right to continued employment by, or service to, the Company or
any of its subsidiaries, or limit in any way the right of the
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Company or any subsidiary at any time to terminate or alter the terms of that
employment or service arrangement.
Section 9. Rights Upon Termination of Employment or Service. If a Plan
Participant under this Stock Rights Plan ceases to be employed by, or provide
service to, the Company or any of its subsidiaries for any reason his or her
award shall immediately terminate.
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