NATIONAL AUTO CREDIT, INC.
STOCK OPTION AGREEMENT
NATIONAL AUTO CREDIT, INC., a Delaware corporation, and its subsidiaries
("Company") hereby grants to the individual identified on Exhibit A, hereto
("Optionee") certain options, as more particularly described in Exhibit A which
is attached hereto and incorporated herein by reference, which are exercisable
to purchase that number of shares of the Company's common stock ("Stock") as set
forth in Exhibit A. The right to purchase any one share of Stock hereunder is
herein referred to as an "Option." The Options granted hereunder are subject to
all of the terms, conditions and limitations of the Company's 1993 Equity
Incentive Plan ("Plan"), which is incorporated herein by reference and the terms
and conditions of this Stock Option Agreement ("Agreement"). Unless otherwise
indicated herein, defined terms in this Agreement shall have the meaning
indicated in the Plan.
1. Option Price. The Option price for each share of Stock subject to the
Options granted hereunder is specified in Exhibit A.
2. Description of Options. The Optionee is granted a NQSO to purchase the
number of shares of Stock as set forth in Exhibit A.
3. Exercise of Options.
A. Schedule of Rights to Exercise. All of the Options shall be fully
vested and exercisable as of the Date of Grant specified in Exhibit A.
B. Termination of Board Membership. The termination of Optionee's
membership from the Board for any reason shall have no effect on the
exercisability of the Options which shall remain exercisable until the
expiration of the Options' term.
C. Method of Exercise. Options may be exercised, in whole or in part,
by the Optionee providing the Company a written notice which shall:
(1) state the election to exercise all or part of the Options
granted hereunder, identify the Options(s) being exercised, the legal
name of the Optionee in whose name the stock certificate or
certificates for such shares of Stock is to be registered, and his
address and Social Security Number;
(2) contain such representations and agreements as to the
Optionee's investment intent with respect to such shares of Stock as
may be satisfactory to the Company, and its counsel;
(3) be signed by the Optionee entitled to exercise such Options;
and
(4) be in writing and delivered in person or by certified mail to
the Chairman of the Board of the Company at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇,
▇▇ ▇▇▇▇▇.
D. Payment. Payment of the Option price for shares of Stock acquired
upon exercise of an Option shall be in the manner provided in Section 8 of
the Plan. The certificate or certificates for shares of the Stock acquired
upon the exercise of Options granted hereunder shall be registered in the
name of the person exercising such Options. A partial exercise of the
Options granted hereunder does not waive an Optionee's right to a later
exercise of some or all of such unexercised Options.
E. Compliance with Law. The obligation of the Company to issue shares
of Stock pursuant to the exercise of Options shall be subject to all
applicable laws, rules and regulations, and to such approvals by
governmental agencies as may be required. Notwithstanding any of the
provisions hereof, the Optionee hereby agrees that the Optionee will not
exercise the Options, and that the Company will be under no obligation to
offer to sell or to sell and shall be prohibited from offering to sell or
selling any shares of Stock pursuant to the exercise of any Option unless
such exercise, offer or sale shall be properly registered pursuant to the
Securities Act of 1933 (as now in effect or as hereafter amended) (the
"Securities Act") with the Securities and Exchange Commission or unless the
Company has received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant
to an available exemption therefrom and the terms and conditions of such
exemption have been fully complied with. Any determination in this
connection by the Company shall be final, binding and conclusive. The
Company shall in no event be obliged to register the offer or sale of
shares of Stock underlying any Option pursuant to the Securities Act or to
take any other affirmative action in order to cause the exercise of the
Options or the issuance or transfer of shares pursuant thereto to comply
with any law or regulation of any governmental authority. If the shares of
Stock offered for sale or sold under any Option are offered or sold
pursuant to any exemption from registration under the Securities Act, the
Company may restrict the transfer of such shares and may legend the Stock
certificates representing such shares in such manner
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as it deems advisable to ensure the availability of any such exemption.
The Company is relieved from any liability for the non-issuance or
non-transfer or any delay in issuance or transfer of any shares of Stock
subject to Options which results from the inability of the Company to
obtain or in any delay in obtaining from any regulatory body having
jurisdiction all requisite authority to issue or transfer shares of Stock
of the Company either upon exercise of the Options or shares of Stock
issued as a result of such exercise if counsel for the Company deems such
authority necessary for lawful issuance or transfer of any such shares.
4. Non-Transferability of Options. The Options granted hereunder may not be
transferred in any manner otherwise than by will or the laws of descent and
distribution and (other than in the event of the Optionee's death or incapacity)
may be exercised during the lifetime of the Optionee only by him/her. The terms
of the Options granted hereunder shall be binding upon the executors,
administrators, heirs and successors of the Optionee.
5. Term of Options. The Options granted hereunder shall terminate on the
tenth (10th) anniversary of the date of grant as set forth below and may be
exercised only in accordance with the Plan and the terms of this Agreement and
all applicable Securities Laws and Regulations.
6. Estoppel Provision: Additional Provisions.
(A) Optionee shall not have any rights to dividends or any other
rights of a shareholder with respect to any shares of Stock subject to the
Options until such shares shall have been issued to him (as evidenced by
the appropriate entry on the books of a duly authorized transfer agent of
the Company) upon the purchase of such shares following exercise.
(B) The Company shall not be liable or bound in any manner by any oral
or written statement, representation, or other information pertaining to
the Stock, the Company or any affiliate of the Company unless the same are
specifically set forth herein or in the Plan. The Optionee's acceptance
hereof represents his agreement and acknowledgment that the Company has not
made and is not making any representation or warranty either express or
implied, concerning the Stock or any matter or thing relating to or
affecting the Company or any of its affiliates except as specifically set
forth in this Agreement.
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(C) Optionee specifically acknowledges his understanding that sales or
other dispositions of any shares of Stock made in reliance upon Rule 144
under the Securities Act of 1993, as amended (the "Act") can be made only
in limited amounts in accordance with the terms and conditions of such
Rule.
7. Plan. This Agreement is subject to the terms and conditions of the Plan,
a copy of which is attached hereto and incorporated by reference herein.
NATIONAL AUTO CREDIT, INC.
ATTEST:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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MEMBER OF THE ADMINISTRATIVE COMMITTEE
OF THE 1993 EQUITY INCENTIVE PLAN
Optionee acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he is familiar with the terms and provisions
thereof, and hereby accepts these Options subject to all the terms and
provisions thereof. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Committee upon any questions
arising under the Plan.
DATED: August 26, 1999
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/s/ ▇▇▇▇▇ Y.L. Toh
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OPTIONEE
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EXHIBIT A
▇▇▇▇▇ Toh 6-6-99
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(Optionee) (Grant Date)
6-6-99
--------------
(Expiration
Date)
Non-qualified Stock Option ("NQSO")
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Number of shares subject to 100,000
NQSO --------------
Option price for each share
subject to a NQSO $1.03
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