AMENDMENT NO. 2
TO THE
1995 STOCK OPTION AND INCENTIVE PLAN
OF
FRANCHISE FINANCE CORPORATION OF AMERICA
WHEREAS, on January 28, 2000, the Board of Directors of Franchise Finance
Corporation of America (the "Company"), unanimously approved a resolution to
amend the Company's 1995 Stock Option and Incentive Plan (the "Plan") to extend
the term of the Plan, subject to approval by the Company's shareholders;
WHEREAS, on May 10, 2000, the Executive Committee of the Board of Directors
of the Company unanimously approved a resolution to amend the Plan to extend the
term of the Plan to June 1, 2004, subject to approval by the Company's
shareholders;
WHEREAS, the Company's shareholders approved the amendment to the Plan at
the Annual Meeting of Shareholders held on May 10, 2000; and
WHEREAS, the Board of Directors of the Company unanimously approved a
resolution on January 28, 2000, to grant Non-qualified Stock Options to purchase
6,000 shares of the Company's Common Stock, par value $.01 per share, to the
Non-Employee Directors of the Company in lieu of the grants provided for under
Section 3.05 of the Plan.
The Plan is therefore amended as follows:
Section 3.05 of the Plan is deleted in its entirety and replaced with a new
Section 3.05, which reads as follows:
"SECTION 3.05. NON-EMPLOYEE DIRECTORS. Notwithstanding anything in this
Plan to the contrary, Non-Employee Directors may be granted Options only
pursuant to the provisions contained in this Section 3.05.
(a) On the day of the Company's Annual Meeting of Shareholders (the
"Grant Date"), a Non-Employee Director shall automatically, without further
action by the Board or the Committee, be granted certain Non-Qualified
Stock Options to purchase 6,000 shares of the Company's Common Stock. If on
the Grant Date the Company is in possession of material, undisclosed
information that would prevent it from issuing securities, then the grant
of the Options will be suspended until the third day after the public
dissemination of the information (or the first trading day thereafter).
Only the legal counsel to the Company may suspend the Grant Date; the
amount, pricing and other terms of the grant will remain as set forth in
this Section 3.05, with the exercise price of the Option determined in
accordance with the formula on the date the Option is finally granted.
(b) Options granted to Non-Employee Directors under the Plan may only
be Non-Qualified Options. The price per share of the Common Stock subject
to each Option granted under the Plan shall not be less than 100% of the
Fair Market Value of the Common stock on the Grant Date.
<PAGE>
(c) In addition to the provisions contained in Section 10.02 of this
Plan, neither the Board nor the Committee may amend, more than once every
six months, the provisions of the Plan regarding (i) the selection of the
Non-Employee Directors to whom Options are to be granted, (ii) the timing
of such grants, (iii) the number of shares subject to any Option, (iv) the
exercise price of any Option, (v) the periods during which any Option may
be exercised, and (vi) the term of any Option, other than to comport with
changes in the Code, as amended, the Employee Retirement Income Security
Act, as amended, or the rules and regulations thereunder. In addition,
neither the Board nor the Committee may amend the Option Percentage without
the advice of legal counsel to the Company."
Section 10.02 of the Plan is deleted in its entirety and replaced with a
new Section 10.02, which reads as follows:
"Section 10.02. AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN. Subject
to the conditions contained in Section 3.05(c) herein, this Plan may be wholly
or partially amended or otherwise modified, suspended or terminated at any time
or from time to time by the Board. However, without approval of the Company's
stockholders given within twelve months before or after the action by the Board
or the Committee, no action of the Committee or Board may, except as provided in
Section 10.03, increase the limits imposed in Section 2.01 on the maximum number
of shares which may be issued under this Plan, and no action of the Committee or
Board may be taken that would otherwise require stockholder approval as a matter
of applicable law, regulation or rule. No amendment, suspension or termination
of this Plan shall, without the consent of the holder of an Option, Performance
Award or Restricted Stock, alter or impair any rights or obligations under any
Option, Performance Award or Restricted Stock theretofore granted or awarded. No
Option, Performance Award or Restricted Stock may be granted or awarded during
any period of suspension nor after termination of this Plan, and in no event may
any Incentive Stock Option be granted under this Plan after June 1, 2004."
2
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this instrument to be
executed as of the 10th day of May, 2000.
FRANCHISE FINANCE CORPORATION OF
AMERICA, a Delaware corporation
By: /s/ Christopher H. Volk
------------------------------------
Christopher H. Volk, President
By: /s/ Dennis L. Ruben
------------------------------------
Dennis L. Ruben, Secretary
3
