Exhibit 99.5
(For non-10% owner)
Financial Federal Corporation
Incentive Stock Option Agreement
(pursuant to the Financial Federal Corporation 2006 Stock
Incentive Plan)
Employee/Participant:
Number of shares of
Common Stock subject
to this Agreement:
Pursuant to the Company's 2006 Stock Incentive Plan (the
"Plan"), the Executive Compensation and Stock Option Committee
of the Board of Directors of Financial Federal Corporation
(the "Company") has granted to Participant on this date an
option (the "Option") to purchase the number of shares of the
Company's Common Stock, $0.50 par value ("Common Stock"), set
forth above. Such number of shares (as such may be adjusted
as described in Paragraph 11 below) is herein referred to as
the "Option Shares." This Option shall constitute and be
treated as an "incentive stock option" as defined under
Section 422 of the Internal Revenue Code of 1986, as amended,
(the "Code") for federal income tax purposes. The terms and
conditions of the Incentive Stock Option Agreement
("Agreement") are set forth below:
1. Date of Grant. This Option is granted to
Participant on .
2. Termination of Option. Participant's right to
exercise this Option (and to purchase the Option Shares) shall
expire and terminate in all events on the earlier of (i)
[five/six] years after Date of Grant; (ii) the date provided
in Paragraph 8 below in the event Participant ceases to be
employed on a full-time basis by the Company or any Subsidiary
or Affiliate (as defined in the Plan); or (iii) upon any
transfer, pledge, encumbering or attempted exercise of this
Option in violation of the terms of Paragraph 7 below.
3. Option Price. The purchase price to be paid upon
the exercise of this Option will be $ per share,
which is not less than the fair market value of a share of
Common Stock on the Date of Grant.
4. Vesting Provisions - Entitlement to Exercise the
Option and Purchase Option Shares. Participant may not
exercise this Option at any time prior to [ ],
Participant shall become incrementally entitled to exercise
this Option with respect to [ ]% of the Option Shares,
respectively. In no event may a fraction of a share or less
than 25 shares be purchased or issued.
5. Additional Provisions Relating to Exercise.
(a) Once Participant becomes entitled to exercise this
Option (and purchase Option Shares) as provided in Paragraph 4
hereof, such right will continue until the date on which this
Option expires and terminates pursuant to Paragraph 2 hereof.
(b) The Board of Directors of the Company, in its sole
discretion, may at any time accelerate the time at which this
Option may be exercised by Participant with respect to any
Option Shares.
6. Exercise of Option. To exercise the Option,
Participant must deliver a completed copy of the attached
Option Exercise Form to the address indicated on the Form,
specifying the number of Option Shares being purchased as a
result of such exercise, together with payment of the full
option price for the Option Shares being purchased. Payment
of the option price must be made in cash or by check.
7. Transferability of Option. This Option may not be
transferred, pledged, or otherwise encumbered (whether
voluntarily, involuntarily or by operation of law) by
Participant (other than by will or the laws of descent and
distribution) and may be exercised during Participant's
lifetime only by Participant and not by any transferee,
pledgee, lienholder, trustee, receiver, conservator or other
fiduciary, custodian or successor to Participant or of
Participant's assets and property (including any Trustee in
Bankruptcy or Assignee for the Benefit of Creditors).
8. Termination of Employment.
(a) In the event that Participant ceases to be employed
by the Company or a Subsidiary or Affiliate on a full-time
basis for any reason other than because of Participant's death
or "disability" (within the meaning of Section 22(3)(e) of the
Code), this Option shall expire on Participant's last day of
employment.
(b) In the event that Participant ceases to be employed
by the Company or any Subsidiary or Affiliate on a full-time
basis by reason of "disability" (as defined in Subparagraph
8(a) above), this Option may only be exercised within one year
after the date Participant ceases to be so employed, and only
to the same extent that Participant was entitled to exercise
this Option on the date Participant ceased to be so employed
by reason of such disability and had not previously done so.
(c) In the event that Participant dies either while
employed on a full-time basis by the Company or any Subsidiary
or Affiliate or within a period of one year after ceasing to
be employed by the Company or any Subsidiary or Affiliate on a
full-time basis by reason of "disability," this Option may
only be exercised within six (6) months after Participant's
death. In such event, this Option may be exercised during such
six-month period by the legal representative of Participant's
estate or by any person who shall have acquired the Option
through bequest or inheritance, but only to the same extent
that Participant was entitled to exercise this Option
immediately prior to the time of Participant's death and had
not previously done so. Notwithstanding the foregoing, in the
event of the death of a Participant while in the employ of the
Company, or any Subsidiary or Affiliate, who has been
continuously employed by the Company or any Subsidiary or
Affiliate for a period of 10 consecutive years or more, the
vesting provision in Paragraph 4 shall be accelerated so that
the Participant shall be fully one hundred percent (100%)
vested in all of the Option Shares granted to such Participant
herein.
(d) Notwithstanding any provision contained in this
Paragraph 8 to the contrary, in no event may this Option be
exercised to any extent by anyone after [five/six] years from
the Date of Grant.
9. Representations.
(a) Participant represents and warrants that Participant
understands the federal, state and local income tax
consequences of the granting of this Option to Participant,
the exercise of this Option and purchase of Option Shares, and
the subsequent sale or other disposition of any Option Shares.
In addition, Participant understands that the Company may be
required to withhold federal, state and local taxes in respect
of any compensation income realized by Participant as a result
of any "disqualifying disposition" of any Option Shares
acquired upon exercise of the Option granted hereunder. In
the event that the Company is required to withhold any such
taxes as a result of any such "disqualifying disposition",
Participant hereby agrees to provide the Company with cash
funds equal to the total federal, state and local taxes
required to be so withheld, or make other arrangements
satisfactory to the Company regarding such payment. It is
understood that all matters with respect to the total amount
of taxes to be withheld in respect to any such compensation
income shall be determined by the Board of Directors in its
sole discretion.
(b) Participant acknowledges that, while employed by the
Company or any Subsidiary or Affiliate, Participant will have
access to confidential and proprietary information regarding
the internal affairs, operations and customers (customer is
defined herein as including, but not limited to, borrowers,
makers, lessees, guarantors, vendors and manufacturers of the
following: equipment, construction equipment, transportation
equipment, buses, trailers, trucks, tractors, vehicles,
manufacturing equipment, machine tools, waste equipment,
recycling equipment and production equipment) of the Company
and any Subsidiary or Affiliate, including but not limited to,
information contained in any internal memorandum, standard
operating procedure manual, policies and procedures, and
related Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002
documentation, employee manual, customer or vendor lists,
accounting records, computer-generated information, computer
lists, computer reports, computer records, computer printouts
or any software data or other information in any computer
system of the Company or any Subsidiary or Affiliate and other
information which pertains to the business of the Company or
any Subsidiary or Affiliate, which is not disclosed by the
Company or any Subsidiary or Affiliate to the general public.
By acceptance of this Option, Participant agrees to keep
secret and retain in strictest confidence and not to disclose
or use in any manner, at any time, all confidential matters,
proprietary information which relate to the Company or any
Subsidiary or Affiliate including, without limitation,
customer lists, trade secrets, internal memoranda, policies of
the Company and other confidential business affairs of the
Company and its Subsidiary or Affiliate and agrees not to
disclose any of the foregoing information, at any time,
without the prior written consent of the President or Chief
Executive Officer of the Company.
Participant further agrees that, for 120 days from the
date that Participant's employment by the Company or any
Subsidiary or Affiliate ends; (1) Participant shall not,
either directly or indirectly, solicit business from any
existing or prospective customer(s) of the Company or any
Subsidiary or Affiliate and (2) Participant shall not, either
directly or indirectly, agree to hire, solicit or recruit on
behalf of Participant's new employer, or through Participant's
new employer, any employee of the Company or any Subsidiary or
Affiliate for any job, employment or consulting, in the
Company's or any Subsidiary's or Affiliate's industry or with
any company which competes with the Company or any Subsidiary
or Affiliate. For purposes of this paragraph, a "prospective
customer" includes but is not limited to, a person,
corporation, partnership or other business entity with whom
one or more financing and/or leasing transactions has been
discussed within the twelve months prior to termination of
Participant's employment with the Company, or any Subsidiary
or Affiliate. The provisions of this Subparagraph 9(b) shall
survive any expiration or termination of this Option.
(c) In the event that Participant's employment with the
Company or any Subsidiary or Affiliate is terminated and
subsequently the Participant becomes re-employed by the
Company or any Subsidiary or Affiliate, Participant agrees to
the reinstatement of all of the terms and conditions of
Paragraph 9 (a) and (b) hereof as a condition of re-
employment.
10. Notice of Sale. Participant agrees to give the
Company prompt written notice (within 30 days) of any sale or
other disposition of any Option Shares that occurs (i) within
two years from the Date of Grant of this Option to
Participant, or (ii) within one year after the transfer of
such Shares to Participant upon the exercise of the Option.
11. Adjustments. If the total outstanding shares of
Common Stock of the Company shall be increased or decreased or
changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or of
another corporation through reorganization, merger,
consolidation, recapitalization, stock split, split-up,
combination or exchange of shares or declaration of any
dividends payable in stock, then the Board of Directors shall
appropriately adjust the number of Option Shares (and price
per share) subject to the unexercised portion of this Option
(to the nearest possible full share) subject in all cases to
the limitations of Section 425 of the Code.
12. Continuation of Employment. Neither the Plan nor
this Option shall confer upon Participant any right to
continue in the employ of the Company or any Subsidiary or
Affiliate or limit in any respect the right of the Company or
any Subsidiary or Affiliate to terminate Participant's
employment at any time and for any reason.
13. Plan Documents. This Agreement is qualified in its
entirety by reference to the provisions of the Plan applicable
to "incentive stock options" as defined in Section 422 of the
Code, which are hereby incorporated herein by reference.
14. Governing Law. The Plan, this Option and all
actions taken pursuant hereto, to the extent not otherwise
governed by the laws of the United States, shall be governed
by the laws of the State of New York and construed
accordingly, including any conflicts or choice of law rule or
principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of
another jurisdiction. This Agreement may not be amended,
altered, waived or modified unless it is in writing and signed
by Employee/Participant and an officer of the Company who has
the title of Executive Vice President or higher. The written
Agreement represents the final agreement between the parties
and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements between the
parties. The rights and remedies of the Company, its
Subsidiaries and Affiliates hereunder shall be cumulative and
not alternative. No delay or failure on the part of the
Company, its Subsidiaries or its Affiliates in exercising any
rights hereunder shall operate as a waiver of such or of any
other rights. If any term, provision, covenant or restriction
of this Option is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no
way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.
The Company may enforce any violation of these provisions to
the fullest extent permitted under law or equity. You
acknowledge that upon a material breach of any of these
provisions, the Company would sustain irreparable harm from
such breach, and, therefore, you agree that in addition to any
other remedies which the Company may have for any material
breach of this Agreement or otherwise, the Company shall be
entitled to obtain equitable relief including specific
performance, injunctions and restraining you from committing
or continuing any such violation of this Agreement. The
Company may apply to any court of competent jurisdiction for a
temporary restraining order, preliminary injunction, or other
interim or permanent injunctive or other relief as necessary.
THE EMPLOYEE/PARTICIPANT HEREBY WAIVES THE RIGHT TO HAVE A
TRIAL BY JURY IN ANY LITIGATION, ACTION, CAUSE OF ACTION,
COUNTERCLAIM, CASE, ARBITRATION OR PROCEEDING BETWEEN THE
EMPLOYEE/PARTICIPANT AND THE COMPANY, ITS SUBSIDIARIES OR
AFFILIATES.
In consideration of the Company granting the
Employee/Participant this Option, please acknowledge your
agreement to fully comply with all of the terms and provisions
contained herein by signing this Agreement in the space
provided below and returning it promptly to Financial Federal
Corporation, Attention: [ ], Secretary.
FINANCIAL FEDERAL
CORPORATION
By____________________________
By____________________________
Accepted and Agreed to as of
, 20[ ] .
____________________________
Participant