1999-STOCK OPTION PLAN
OF
HOLIDAY RV SUPERSTORES, INCORPORATED
1. NAME OF PLAN. The name of this Stock Option Plan (hereinafter referred
to as the "Plan"), shall be the 1999 - Stock Option Plan of Holiday RV
Superstores, Incorporated, a Florida Corporation, (hereinafter referred to as
the "Company").
2. SCOPE AND DURATION. Options under the 1999 Plan may be granted in the
form of incentive stock options ("Incentive Options") as provided in Section
422A of the Internal Revenue Code of 1986, as amended (the "Code"), or in the
form of non-qualified stock options ("Non-qualified Options"). (Unless otherwise
indicated, references in the 1999 Plan to "options" include Incentive Options
and Non-qualified Options). The maximum aggregate number of shares as to which
options may be granted from time to time under the 1999 Plan is 500,000 shares
of the Common Stock of the Company ("Common Stock"), which shares may be, in
whole or in part, authorized but unissued shares or shares reacquired by the
Company. If an option shall expire, terminate or be surrendered for cancellation
for any reason without having been exercised in full, the shares represented by
the option or portion thereof not so exercised shall (unless the 1999 Plan shall
have been terminated) become available for subsequent option grants under the
1999 Plan. As provided in Paragraph 13 the 1999 Plan shall become effective upon
the approval of the same by the Company's shareholders, and unless terminated
sooner pursuant to Paragraph 14, the 1999 Plan shall terminate ten (10) years
thereafter, and no option shall be granted hereunder after that date.
3. ADMINISTRATION. The 1999 Plan shall be administered by the Compensation
Advisory Committee of the Company's Board of Directors (the "Committee"). The
Committee shall consist of not less than three members of the Board of
Directors, two (2) of whom shall be "disinterested persons" as defined in Rule
16b-3 pursuant to the Securities and Exchange Act of 1934, and one of whom shall
be the Company's Chief Financial Officer. The Committee shall have plenary
authority in its discretion, subject to and not inconsistent with the express
provisions of the 1999 Plan, to grant options, to determine the purchase price
of the Common Stock covered by each option, the term of each option, the persons
to whom, and the time or times at which, options shall be granted and the number
of shares to be covered by each option; to designate options as Incentive
Options or Non-qualified Options; to interpret this 1999 Plan; to prescribe,
amend and rescind rules and regulations relating to the 1999 Plan; to determine
the terms and provisions of the option agreements (which need not be identical)
entered into in connection with options under the 1999 Plan; and to make all
other determinations deemed necessary or advisable for the administration of the
1999 Plan. The Committee may delegate to one or more of its members or to one or
more agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may employ
one or more persons to render advice with respect to any responsibility the
Committee or such person may have under the 1999 Plan.
4. ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING OPTIONS. Incentive
Options shall be limited to persons who have been regular full-time employees of
the Company or its present and future subsidiaries for more than one year and at
the grant of any option are in the employ of the Company or its present and
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future subsidiaries. In determining the employees to whom Incentive Options
shall be granted and the number of shares to be covered by each Incentive
Option, the Committee shall take into account the nature of employees' duties,
their present and potential contributions to the success of the Company and such
other factors as it shall deem relevant in connection with accomplishing the
purposes of the 1999 Plan. An employee who has been granted an option or options
under the 1999 Plan may be granted an additional option or options, subject, in
the case of Incentive Options, to such limitations as may be imposed by the Code
on such options. Except as provided below, a Non-qualified Option may be granted
to any person, including, but limited to, employees, independent agents,
consultants and attorneys, the Committee believes have contributed, or will
contribute, to the success of the Company. Directors of the Company who are not
salaried employees of or exclusive, full-time consultants to the Company or its
present and future subsidiaries may not receive options under the 1999 Plan.
5. OPTION PRICE. The purchase price of the Common Stock covered by each
option shall be determined by the Committee and in the case of Incentive Options
shall not be less than 100% of the Fair Market Value (as defined in Paragraph
16., below) of a share of the Common Stock on the date on which the option is
granted. In the case of Non-qualified Options, the purchase price under the
option shall generally be Fair Market Value, although the Committee may grant
options with option prices of less than Fair Market Value. Such price shall be
subject to adjustment as provided in Paragraph 12., below. The Committee shall
determine the date on which an option is granted; in the absence of such a
determination, the date on which the Committee adopts a resolution granting an
option shall be considered the date on which such option is granted.
6. TERM OF OPTIONS. The term of each option shall be not more than ten (10)
years from the date of grant, as the Committee shall determine, subject to
earlier termination as provided in Paragraphs 10. and 11., below.
7. EXERCISE OF OPTIONS.
7.1. Except as provided below, no option granted under the 1999 Plan shall
be exercisable prior to the expiration of the first year of its term.
Thereafter, subject to the provision of the 1999 Plan and unless otherwise
provided in the option agreement, an option granted under the 1999 Plan shall
become exercisable in full at the earliest of six (6) months after the holder's
death or the tenth anniversary of the date of grant. In its discretion, the
Committee may, in any case or cases, prescribe the option be exercised in
installments or provide that an option may be exercisable in full immediately
upon the date of its grant (subject, in the case of Incentive Options, to such
restrictions as may be imposed by the Code). The Committee may, in its sole
discretion, provide that an option shall immediately become exercisable in full
upon the happening of any of the following events: (i) the first purchase of
shares of Common Stock pursuant to a tender offer or exchange offer (other than
an offer by the Company) for all, or any part of, the Common Stock, (ii) the
approval by the stockholders of the Company of an agreement for a merger in
which the Company will not survive as an independent, publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all or
substantially all of the Company's assets, (iii) with respect to an employee, on
his 65th birthday, or (iv) with respect to an employee, on the employee's
involuntary termination from employment. In the event of a question or
controversy as to whether any of the events hereinabove described has taken
place, a determination by the Committee that such event has or has not occurred
shall be conclusive and binding upon the Company and participants in the 1999
Plan.
7.2. An option may be exercised, at any time or from time to time (subject,
in the case of Incentive Options, to such restrictions as may be imposed by the
Code), as to any or all full shares as to which the option has become
exercisable until the expiration of the period set forth in Section 6 hereof, by
the delivery to the Company, at its principal place of business in Orlando,
Florida, of (i) written notice of exercise in the form specified by the
Committee specifying the number of shares of Common Stock with respect to which
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the option is being exercised and signed by the person exercising the option as
provided herein, (ii) payment of the purchase price; and (iii) in the case of
Non-qualified Options, payment in cash of all withholding tax obligations
imposed on the Company by reason of the exercise of the option.
Upon acceptance of such notice, receipt of payment in full, and receipt of
payment of all withholding tax obligations, the Company shall cause to be issued
a certificate representing the shares of Common Stock purchased. In the event
the person exercising the option delivers the items specified in (i) and (ii) of
this Subsection 7.2., but not the item specified in (iii) hereof, if applicable,
the option shall still be considered exercised upon acceptance by the Company
for the full number of shares of Common Stock specified in the notice of
exercise but the actual number of shares issued shall be reduced by the smallest
number of whole shares of Common Stock which, when multiplied by the Fair Market
Value of the Common Stock as of the date the option is exercised, is sufficient
to satisfy the required amount of withholding tax.
7.3 The purchase price of the shares as to which an option is exercised
shall be paid in full at the time of exercise. Payment shall be made in cash,
which may be paid by cashiers or official bank check or other instrument
acceptable to the Company; in addition, subject to compliance with applicable
laws and regulations and such conditions as the Committee may impose, the
Committee, in its sole discretion, may on a case-by-case basis elect to accept
payment in shares of Common Stock of the Company which are already owned by the
option holder, valued at the Fair Market Value thereof (as defined in Paragraph
15., below) on the date of exercise; provided, however, that with respect to
Incentive Options, no such discretion may be exercised unless the option
agreement permits the payment of the purchase price in that manner.
7.4. Except as provided in Paragraphs 10. and 11., below, no option granted
to an employee may be exercised at any time by such employee unless such
employee is then a regular full-time employee of the Company or a subsidiary and
unless the employee has remained in the continuous employ of the Company, any of
its subsidiaries or any combination thereof, for a period of one (1) year from
the date of its grant.
8. INCENTIVE OPTIONS.
8.1 With respect to Incentive Options granted, the aggregate Fair Market
Value (determined in Accordance with the provisions of Paragraph 15. at the time
the Incentive Option is granted) of the Common Stock or any other stock of the
Company, its parent or subsidiary corporations with respect to which incentive
stock options, as defined in Section 422A of the Code, are exercisable for the
first time by any employee during any calendar year (under all incentive stock
option plan of the Company and its parent and subsidiary corporations, as those
terms are defined in Section 425 of the Code) shall not exceed $100,000. An
employee may exercise options for the purchase of Common Stock valued in excess
of $100,000 (determined in accordance with the provisions of Paragraph 15. at
the time the Incentive Option is granted) in a calendar year, but only if the
right to exercise such options shall have first become available in prior
calendar years.
8.2. No Incentive Option may be awarded to any employee who immediately
prior to the date of the granting of such Incentive Option owns more than 10% of
the combined voting power of all classes of stock of the Company or any of its
subsidiaries unless the exercise price under the Incentive Option is at least
110% of the Fair Market Value on the date of the grant and the option expires
within five (5) years from the date of grant.
8.3. In the event of amendments to the Code or applicable regulations
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relating to Incentive Options subsequent to the date hereof, the Company may
amend the provisions of the 1999 Plan, and the Company and the employees holding
options may agree to amend outstanding option agreements, to conform to such
amendments.
9. NON-TRANSFERABILITY OF OPTIONS. Incentive Options granted under the 1999
Plan shall not be transferable otherwise than by will or the laws of descent and
distribution, and Incentive Options may be exercised during the lifetime of the
employee only by the employee.
10. TERMINATION OF EMPLOYMENT. In the event that the employment of an
employee to whom an option has been granted under the 1999 Plan shall be
terminated (except as set forth in Paragraph 11., below), such option may be,
subject to the provisions of the 1999 Plan, exercised (to the extent that the
employee was entitled to do so at the termination of his employment) at any time
within three (3) months (twelve (12) months in the case of a permanently and
totally disabled employee) after such termination, but not later than the date
on which the option terminates; provided, however that any option which is held
by an employee whose employment is terminated for cause shall, to the extent not
therefore exercised, automatically terminate as of the date of termination of
employment. As used herein, "cause" shall mean conduct amounting to fraud,
dishonesty, negligence, or engaging in competition or solicitations in
contradiction and breach of any applicable employment agreement between the
Company and Holder.
Options granted to employees under the 1999 Plan shall not be affected by
any change of duties or position so long as the Holder continues to be a regular
full-time employee of the Company or any of its subsidiaries. An option
agreement or any rules and regulations relating to the 1999 Plan may contain
such provisions as the Committee shall approve with reference to the
determination of the date employment terminates and the effect of leaves of
absence. Nothing in the 1999 Plan or in any option granted pursuant to the 1999
Plan shall confer upon any employee any right to continue in the employ of the
Company or any of its subsidiaries or interfere in any way with the right of the
Company or any such subsidiary to terminate such employment at any time.
11. DEATH OF EMPLOYEE. If an employee to whom an option has been granted
under the 1999 Plan shall die while employed by the Company or a subsidiary or
within three (3) months after the termination of such employment (other than
termination for cause), such option may be exercised, to the extent exercisable
by the employee on the date of death, by a legatee or legatees of the employee
under the employee's last will, or by the employee's personal representatives or
distributes, at any time within six (6) months after the date of the employee's
death, but not later than the date on which the option terminates.
12. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. Notwithstanding any
other provision of the 1999 Plan, the Company's Board of Directors may, at
anytime, make or provide for such adjustments to the 1999 Plan, to the number
and class of shares issuable thereunder or to any outstanding options that it
shall deem appropriate to prevent dilution or enlargement of rights, including
adjustments in the event of changes in the outstanding Common Stock by reason of
stock dividends, split-ups, recapitalization, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations, liquidations
and the like. In the event of any offer to Holders of Common Stock generally
relating to the acquisition of their shares, the Company's Board of Directors
may make such adjustment as it deems equitable in respect of outstanding options
and rights, including in its discretion revision of outstanding options and
rights so that they may be exercisable for the consideration payable in the
acquisition transaction. Any such determination by the Board of Directors shall
be conclusive. Any fractional shares resulting from such adjustments shall be
eliminated.
13. EFFECTIVE DATE. The 1999 Plan shall become effective upon approval of
the same by the stockholders of the Company. Subject to such approval, the 1999
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Plan is effective at once. Options may be granted under the 1999 Plan prior to
such approval, but each such option shall be subject to the approval of the 1999
Plan by the stockholders of the Company. If the 1999 Plan shall not be so
approved, all options granted thereunder shall be of no effect. The date of
grant of any option granted prior to such approval by the stockholders shall be
determined for all purposes as if the option had not been subject to such
approval; provided, however, no option granted under the 1999 Plan may be
exercised prior to the approval of the 1999 Plan by the Company's stockholders.
14. TERMINATION AND AMENDMENT. The Board of Directors of the Company may
suspend, terminate, modify or amend the 1999 Plan, provided that any amendment
that would increase the aggregate number of shares which may be issued under the
1999 Plan, materially increase the benefits accruing to participants under the
1999 Plan, or materially modify the requirements as to eligibility for
participation in the 1999 Plan, shall be subject to the approval of the
Company's stockholders, except that any such increase or modification that may
result from adjustments authorized by Paragraph 12. does not require such
approval. No suspension, termination, modification or amendment of the 1999 Plan
may, without the consent of the employee to whom an option shall theretofore
have been granted, affect the rights of such employee under such option.
15. MISCELLANEOUS. As said term is used in the 1999 Plan, the "Fair Market
Value" of a share of Common Stock on any day means: (a) if the principal market
for the Common Stock is a national securities exchange or the NASDAQ National
Market System, the closing sales price of the Common Stock on such day as
reported by such exchange or market system, or on a consolidated tape reflecting
transactions on such exchange or market system, or (b) if the principal market
for the Common Stock is not a national securities exchange and the Common Stock
is quoted on the National Association of Securities Dealers Automated Quotations
System, the mean between the closing bid and the closing asked prices for the
Common Stock on such day as quoted on such System, or (c) if the principal
market for the Common Stock is not a national securities exchange and the Common
Stock is not quoted on the National Association of Securities Dealers Automated
Quotations System, the mean between the highest bid and lowest asked price for
the Common Stock on such day as reported by the National Quotation Bureau, Inc.;
provided, that if clauses (a), (b) and (c) of this paragraph are all
inapplicable, or if no trades have been made or no quotes are available for such
day, the Fair Market Value of the Common Stock shall be determined by the
Committee and such determination shall be conclusive as to the Fair Market Value
of the Common Stock.
The Committee may require, as a condition to the exercise of any options
granted under the 1999 Plan, that at the time of exercise, (i) the shares of
Common Stock reserved for purposes of the 1999 Plan shall be duly listed, upon
official notice of issuance, upon stock exchange(s) on which the Common Stock is
listed, (ii) a Registration Statement under the Securities Act of 1933, as
amended, with respect to such shares shall be effective, and/or (iii) the person
exercising such option deliver to the Company such documents, agreements and
investment and other representations as the Committee shall determine to be in
the best interest of the Company. If the shares of Common Stock being acquired
upon the exercise of an option have not been registered by the Company, the
Company shall have the right to place a restrictive legend on said shares of
Common Stock reflecting that such shares were issued under an exemption from
registration and transfer of the same will require registration or an opinion of
counsel satisfactory to the Company that such transfer is exempted from
registration.
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IN WITNESS WHEREOF, the undersigned have set their hands and seals this ___
day of _________, 1999.
HOLIDAY RV SUPERSTORES, INC.,
a Florida Corporation
By: ___________________________________
Newton C. Kindlund, President
Attest:__________________________________
Joanne M. Kindlund, Secretary
(CORPORATE SEAL)
