FOURTH AMENDMENT
TO THE
CLUBCORP, INC.
EXECUTIVE STOCK OPTION PLAN
This Fourth Amendment to the ClubCorp, Inc. Executive Stock Option Plan (the
"Amendment") is hereby adopted by ClubCorp, Inc. effective on the 30th day of
June, 2000 pursuant to the terms of Section 9 of the ClubCorp, Inc. Executive
Stock Option Plan (formerly known as the Club Corporation International
Executive Stock Option Plan, the "Plan").
W I T N E S S E T H:
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WHEREAS, ClubCorp, Inc., a Delaware corporation (the "Corporation"),
established the Plan as approved and ratified by stockholders effective August
31, 1995;
WHEREAS, the Plan was previously amended by the First Amendment to the Club
Corporation International Executive Stock Option Plan, effective January 27,
1999, which among other things: (i) changed the name of the Plan from the Club
Corporation International Executive Stock Option Plan to the ClubCorp, Inc.
Executive Stock Option Plan and (ii) changed the name of the Corporation from
Club Corporation International to ClubCorp, Inc. and was amended again by the
Amendment Two to the Club Corporation International Executive Stock Option Plan
to reduce the maximum date on which Options automatically would vest to the 10th
anniversary of the date of grant;
WHEREAS, pursuant to Section 9 of the Plan, the Corporation, acting through
its Board of Directors, has the right to alter, amend, or suspend certain
provisions of the Plan with respect to any shares of which Options have not been
granted under the Plan;
WHEREAS, the Committee appointed by the Board of Directors to administer
the Plan pursuant to Section 3.1 of the Plan (the "Committee") has recommended
to the Board of Directors of the Corporation that the Plan be amended: (i) to
permit the full vesting of Options under the Plan for certain employees
terminated due to a Change of Control of the Corporation, (ii) for Options
granted on or after January 1, 2001, to provide the holder of such Options a
thirty (30) day period following resignation in which such Optionee may exercise
Options, (iii) to require the Corporation to only withhold the minimum taxes (if
any) required by law upon the exercise of an Option, (iv) to add a six month
holding period requirement to several repurchase provisions; (v) to add a
"hardship" exception to the six month holding period limitations on repurchase;
(vi) to eliminate the "share repurchase period" limitations on the exercise of
options; and (vii) in addition to selling shares based on satisfaction of the
current "ownership" requirements, to allow shares of pre-July 1 options, to be
sold (A) 50% of the shares after 6 months, (B) 100% of the shares after 2 years,
and (C) the minimum number necessary to alleviate a Hardship at any time, and to
allow shares acquired though the exercise of post-June 30 granted Options to be
sold only by satisfying the requirements of (A), (B) or (C).
WHEREAS, the Board of Directors has accepted the recommendation of the
Committee and has delegated to the Committee the preparation, adoption, and
execution of this Amendment within constraints it established.
NOW THEREFORE, pursuant to its authority under Section 9 of the Plan, the
Corporation hereby amends the Plan, effective as of the date first written
above:
1. The following definitions are added to Section 1 of the Plan to appear
therein in their proper numerical order and each to read in its entirety,
respectively, as follows:
"1.17 'HARDSHIP' shall mean the Committee's written determination,
delivered to the Eligible Individual of reference, stating that the Committee
has determined that such Eligible Individual has an immediate and heavy
financial need which such Eligible Individual cannot meet through any other
sources of income such as insurance, reasonable liquidation of assets, borrowing
or similar sources and resulting from: (i) unreimbursed substantial medical
expenses for the Eligible Individual or a family member; (ii) purchase
(excluding mortgage payments) of the Eligible Individual's primary residence;
(iii) payments necessary to prevent eviction of the Eligible Individual from his
primary residence, or foreclosure of his primary residence; and (iv) such other,
similar, circumstances which the Committee, in its sole discretion, reasonably
determine pose a substantial risk to the basic health, shelter and safety needs
of the Eligible Individual or his family members."
"1.18 'CHANGE IN CONTROL' shall mean the occurrence of an event described
in the second paragraph of Section 6.6."
"1.19 'CHANGE IN CONTROL PERIOD' shall mean the period beginning ninety
(90) days prior to and ending two (2) years following a Change in Control."
"1.20 'NEW OPTION' shall mean an Option granted on or after July 1, 2000."
"1.21 'PRIOR OPTION' shall mean an Option granted prior to July 1, 2000."
"1.22 'VESTING ACCELERATION TERMINATION' means, an Optionee's termination
from employment with the Company or an Affiliate that has occurred within the
Change in Control Period and said termination was due to:
(a) the resignation of such Optionee which was caused by and within
thirty (30) days of any of the following: (i) without the express written
consent of such Optionee, the Optionee is assigned to duties which are
materially inconsistent with or result in a material diminution of the
Optionee's position, duties, and status within the Company or any Affiliate at
the time of the Change in Control Event; or (ii) the base salary of the Optionee
is reduced; or
(b) involuntary termination of the Optionee's employment for a reason
other than Cause."
2. Existing Subsection 1.15 of the Plan is deleted in its entirety and replaced
with the following:
"1.15 'OPTIONS' shall mean stock options granted pursuant to the terms of
this Plan. Options are not intended to be incentive stock options within the
meaning of Code 422. All references herein to Options shall be references to
both New Options and Prior Options, collectively, except that where a reference
is intended to be exclusively to a New Option, or a Prior Option, reference will
be made to the specific type of Option."
3. Existing Section 5.3 of the Plan is hereby amended as follows:
(a) The existing first sentence of Section 5.3 of the Plan is deleted
in its entirety and replaced with the following:
"Except as provided in the following paragraph, where an Eligible
Individual acquires shares of Stock through the exercise of a Prior Option, such
Eligible Individual must own shares of Stock worth a minimum dollar amount
before he may sell or transfer the shares of Stock he so acquires pursuant to
the exercise of his Prior Option; however, this ownership requirement shall not
apply to sales of the minimum number of shares of Stock necessary to (i) fund
exercise of the Prior Option; (ii) pay any taxes resulting from the exercise of
the Prior Option; or (iii) alleviate a Hardship."
(b) The following language is added as a new paragraph between the
existing first and second paragraphs of Section 5.3 of the Plan:
"Notwithstanding the foregoing, each Eligible Individual who has
acquired shares of Stock through the exercise of a Prior Option, but, at the
time of reference, does not satisfy the minimum ownership requirement set forth
on Appendix A, and each Eligible Individual who acquires shares of Stock
pursuant to the exercise of a New Option may not sell or transfer the shares of
stock he so acquires pursuant to the exercise of his Option; except (i) at any
time after the six (6) month anniversary of the date on which the Option was
exercised to acquire such shares of Stock, he may sell fifty percent (50%) of
such shares of Stock, less any shares of Stock already sold or transferred under
the exemptions set forth in the preceding paragraph; (ii) at any time after the
second anniversary of the date on which the Option was exercised to acquire such
shares of Stock, he may sell or transfer all such acquired shares of Stock; and
(iii) at any time he may sell or transfer the minimum number of shares of Stock
acquired through the exercise of the necessary to alleviate a Hardship of the
Optionee."
(c) The existing first sentence of the existing second paragraph (the
paragraph beginning with the phrase "In addition all Stock issued") of Section
5.3 of the Plan is deleted in its entirety and replaced with the following:
"Without limiting the generality of the preceding two paragraphs,
in addition, all shares of Stock issued pursuant to the exercise of Options
under this Plan shall be subject to the terms and conditions of the shareholders
agreement that the Company shall forward to each Optionee upon the Optionee's
exercise of an Option."
4. Existing Section 6.3 of the Plan is amended as follows:
(a) Existing clause (c) of Section 6.3 of the Plan is deleted in its
entirety and replaced by the following:
"(c) with the consent of the Committee, with shares of Stock
owned by Optionee for a period of at least six (6) months; or"
(b) The first sentence of the second paragraph (the paragraph
beginning with the phrase "The Committee may") of existing Section 6.3 is
deleted in its entirety and the following sentence is substituted in its place:
"The Committee may, in its discretion, (i) require an Optionee to
pay to the Company at the time of exercise of an Option (or portion of an
Option) the amount that the Company deems necessary to satisfy its minimum
obligation (based on the minimum applicable withholding rate) to withhold
Federal, state or local income or other taxes incurred by reason of the
exercise, or (ii) withhold full shares of Stock having a Fair Market Value as
close as possible to, but without exceeding, the amount required to be withheld
by the Company to meet such withholding obligation."
5. The second sentence of Section 6.4 of the Plan is deleted in its entirety
and the following new sentences are substituted:
"If an Optionee ceases to be an Eligible Individual due to termination of
employment for Cause, the Option shall terminate immediately upon the Optionee's
termination of employment. If an Optionee ceases to be an Eligible Individual
by reason of a voluntary termination of employment, (i) in the case of an Option
granted prior to January 1, 2000, the Option will terminate immediately upon the
Optionee's voluntary termination of employment; and (ii) in the case of an
Option granted on or after January 1, 2000, the Optionee shall have the right
for thirty (30) days following the date of his voluntary termination of
employment to exercise such Option to the extent such Option is exercisable on
the date of his voluntary termination of employment."
6. Section 6.5 of the Plan is amended as follows:
(a) The following clause (v) is inserted immediately following existing
clause (iv) of Section 6.5 of the Plan:
"(v) In the event that an Optionee ceases to be an Eligible
Individual due to a Vesting Acceleration Termination, such Optionee's Options
shall become fully vested and immediately exercisable as of the day before the
later to occur of (i) the Vesting Acceleration Termination or (ii) the Change in
Control Event related to the Vesting Acceleration Termination."
(b) The existing first sentence of the fourth paragraph (the paragraph
beginning with the phrase "An Optionee may exercise") of Section 6.5 of the Plan
is deleted in its entirety."
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed by its duly authorized officer on the date first written above.
CLUBCORP, INC.
BY: /s/Terry A. Taylor
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TITLE: Executive Vice President
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