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Director Resolutions dated Feb. 11, 1999 regarding adoption of Sirrom Capital
Corporation Stock Option Plans.
EXHIBIT 4.N
WHEREAS, the merger agreement among this Corporation, Sirrom Capital
Corporation and FINOVA Newco Inc. dated January 6, 1999 (the "Merger
Agreement") requires this Corporation to reissue stock options to Sirrom's
employees on the same terms as exist immediately before the closing of that
merger, adjusted for the exchange ratio; and
WHEREAS, to issue those options as noted above, FINOVA will adopt ▇▇▇▇▇▇'s
three existing stock option plans, together with those changes to those Plans
noted below.
NOW, THEREFORE, BE IT RESOLVED that upon consummation of the merger
contemplated by the Merger Agreement (the "Merger"), this Corporation adopts
the following stock option plans, which will be renamed with the name appearing
next to the name of the original plan:
Original Plan: New Name:
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Sirrom Capital Corporation Amended and The FINOVA Group Inc./Sirrom
Restated 1994 Stock Option Plan 1994 Stock Option Plan
Sirrom Capital Corporation Amended and The FINOVA Group Inc./Sirrom 1995
Restated Stock Option Plan for Non- Directors' Stock Option Plan
Employee Directors
Sirrom Capital Corporation Amended and The FINOVA Group Inc./Sirrom
Restated 1996 Incentive Stock Option 1996 Stock Option Plan
Plan
RESOLVED FURTHER, that from and after the effective date of the Merger,
each of those plans is amended as follows:
1. The term "Board" means this Board.
2. The term "Committee" means the Human Resources Committee of The FINOVA
Group Inc. Board of Directors or any other committee designated by
this Board to administer that plan.
3. The term "Company" means the FINOVA Group Inc.
4. The term "Current Market Value" or comparable terms will be determined
with reference to the price of this Corporation's stock as quoted on
the New York Stock Exchange, rather than NASDAQ, so long as the stock
is quoted on the NYSE.
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5. The term "Stock" or "shares" means the common stock of The FINOVA Group
Inc., as it may be adjusted from time to time.
6. The plans shall be governed by the laws of the State of Delaware,
without regard to that state's conflict of laws principles.
7. Any restrictions in those plans requiring compliance with the
Investment Company Act of 1940 will cease to the extent those
restrictions no longer govern the activities of this Corporation.
FURTHER RESOLVED, that the officers of this Corporation and any one or more
of them are authorized to make such further changes, additions and deletions to
the plans as they deem necessary or appropriate to further carry out the
implementation of the plans by this Corporation.
FURTHER RESOLVED, that those officers are authorized to undertake all
actions necessary to adopt and perform their and this Corporation's obligations
under those plans and the Merger Agreement, including without limitation
obtaining any required or appropriate governmental or shareowner approvals or
consents, making any filings, registrations, listings, or other declarations
which they deem necessary or appropriate, and executing, delivering and
performing any agreements, grants, instruments, payments and other documents in
connection with those plans.