EXHIBIT 4.3
DEALERSHIP STOCK OPTION PLAN
OF
AMERICREDIT CORP.
SECTION 1. PURPOSE.
The purpose of the Dealership Stock Option Plan of AmeriCredit Corp.
(the "PLAN") is to provide an additional incentive to automobile
dealerships to refer business to the Company. In furtherance of this
purpose, the Plan authorizes the granting of nonqualified stock options to
certain automobile dealerships that become a part of the Company's network of
referring automobile dealerships (the "DEALERSHIP NETWORK") and thereafter
based on the amount of business referred to the Company by such automobile
dealerships.
SECTION 2. DEFINITIONS.
As used herein, the following terms shall have the meaning indicated:
(A) "AGREEMENT" shall mean the agreement between the Company
and the Optionee that evidences the Option.
(B) "BUSINESS DAY" shall mean (i) if the Common Stock trades
on a national exchange, any day that the national exchange on which the
Common Stock trades is open or (ii) if the Common Stock does not trade
on a national exchange, any day that commercial banks in the City of New
York are open.
(C) "BOARD" shall mean the Board of Directors of the
Company.
(D) "COMMON STOCK" shall mean the Common Stock, par value
one cent ($0.01) per share, of the Company.
(E) "COMPANY" shall mean AmeriCredit Corp., a Texas
corporation, and its wholly owned subsidiaries.
(F) "CONTRACT" shall mean a motor vehicle installment sales
contract assigned to and purchased by the Company from an Eligible
Dealership.
(G) "DATE OF GRANT" shall mean the date on which an Option
is granted to an Eligible Person pursuant to SUBSECTIONS 6(B) and
6(C) hereof.
(H) "DEALERSHIP" shall mean a business that sells
automobiles to the general public.
(I) "DEALERSHIP PARTICIPATION LETTER" shall mean a letter
between the Company and a Dealership substantially in a form approved by
the Plan Administrator and as such
letter may be supplemented by the Dealership from time to time (but not
any more frequently than once every calendar quarter).
(J) "DESIGNEE" shall mean such persons or persons, if any,
designated by an Eligible Dealership in its Dealership Participation
Letter, as such letter may be supplemented from time to time (but not
any more frequently than once every calendar quarter), to receive
Dealership Stock Options on behalf of such Eligible Dealership.
(K) "DIRECTOR" shall mean a member of the Board.
(L) "EFFECTIVE DATE" shall mean the effective date of the
Registration Statement on Form S-3 registering the issuance of Options
and the sale of Shares upon the exercise of Options.
(M) "ELIGIBLE DEALERSHIP" shall mean a Dealership that
executes, during the term of this Plan, a Dealership Participation
Letter and all other eligibility documents that may be required by the
Plan Administrator.
(N) "EXCHANGE ACT" shall mean the Securities Exchange Act
of 1934, as amended.
(O) "FAIR MARKET VALUE" shall mean:
(I) If Shares are listed on a national securities
exchange at the date of determining the Fair Market Value,
(A) The closing sales price on such exchange on the
Date of Grant as reported in any newspaper of general
circulation, or
(B) If the Shares shall not have traded on such
exchange on such date, the closing sales price on such
exchange on the next Business Day prior thereto as reported
in any newspaper of general circulation; or
(II) If Shares shall not be listed as provided in
SUBSECTION 2(O)(I), a value determined by any fair and
reasonable means prescribed by the Plan Administrator.
(P) "GRANT DETERMINATION DATE" shall mean each March 31, June
30, September 30 and December 31 during the term of this Plan.
(Q) "INTERNAL REVENUE CODE" or "CODE" shall mean the
Internal Revenue Code of 1986 as it now exists or may be amended from
time to time and the rules thereunder.
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(R) "NONQUALIFIED STOCK OPTION" shall mean a stock option
that is not an incentive stock option as defined in Section 422 of the
Internal Revenue Code.
(S) "OPTION" (when capitalized) shall mean any stock
option granted under this Plan.
(T) "OPTIONEE" shall mean an Eligible Dealership or its
Designee to whom an Option is granted under this Plan.
(U) "PLAN" shall mean this Dealership Stock Option Plan of
AmeriCredit Corp.
(V) "PLAN ADMINISTRATOR" shall mean the person or persons
administering the Plan as provided in SECTION 4.
(W) "SHARE(S)" shall mean a share or shares of the Common
Stock.
SECTION 3. TOTAL AGGREGATE SHARES.
Subject to adjustments provided in SECTION 13 hereof, a total of one
million five hundred thousand (1,500,000) Shares shall be subject to the Plan.
The Shares subject to the Plan shall consist of unissued Shares or previously
issued Shares reacquired and held by the Company and such number of Shares
shall be and hereby is reserved for sale for such purpose. Any of such Shares
that may remain unsold and that are not subject to outstanding Options at the
termination of the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan, the Company shall at all times
reserve a sufficient number of Shares to meet the requirements of the Plan.
Should any Option expire, terminate, or be canceled or surrendered prior to
its exercise in full, the Shares theretofore subject to such Option may again
be the subject of an Option under the Plan.
SECTION 4. ADMINISTRATION OF THE PLAN.
(A) The Plan shall be administered by the Chief Executive Officer of
the Company or any officer or officers of the Company or any subsidiary
designated by the Chief Executive Officer (herein the term "PLAN
ADMINISTRATOR" shall refer to whoever is administering this Plan from time
to time).
(B) Subject to the express provisions of this Plan, the Plan
Administrator shall have the authority, in its sole and absolute discretion
(i) to adopt, amend and rescind administrative and interpretive rules and
regulations relating to the Plan; (ii) to determine the terms and provisions
of the respective Agreements (which need not be identical); provided, however,
such terms and provisions shall not be inconsistent with this Plan; (iii) to
construe the terms of any Agreement and the Plan; (iv) as provided in
SUBSECTION 12(A), upon certain events to make appropriate adjustments to the
exercise price and number of Shares subject to outstanding Options, the number
of Shares reserved under the Plan and the number of Shares subject to Options
granted subsequently; and (v) to make all other determinations and perform all
other
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acts necessary or advisable for administering the Plan, including the
delegation of such ministerial acts and responsibilities as the Plan
Administrator deems appropriate. The Plan Administrator may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any Agreement in the manner and to the extent it shall deem expedient to carry
it into effect, and it shall be the sole and final judge of such expediency.
The Plan Administrator shall have full discretion to make all determinations
on the matters referred to in this SUBSECTION 4(B), and such determinations
shall be final, binding and conclusive.
SECTION 5. TYPE OF OPTIONS.
All Options granted under the Plan shall be Nonqualified Stock Options.
SECTION 6. AUTOMATIC GRANT OF OPTIONS.
(A) Options shall be granted only to Eligible Dealerships or
their Designees. Each Option shall be evidenced by an Agreement, which
shall contain such terms as the Plan Administrator deems advisable and
that are not inconsistent with this Plan or applicable laws. The Plan
Administrator shall deliver Agreements to evidence Options granted
hereunder within a reasonable period following such Option's Date of
Grant. Such Option shall be issued in the name of the Eligible
Dealership or its Designee.
(B) An Option shall automatically be granted to an Eligible
Dealership or its Designee on the date the Eligible Dealership executes
its Dealer Participation Letter. The Plan Administrator in its sole
discretion shall determine the total number of Shares that such Option
may purchase. The date the Eligible Dealership executes its Dealer
Participation Letter shall be such Option's Date of Grant.
(C) Options shall automatically be granted to each Eligible
Dealership or its Designee on each Grant Determination Date as follows:
(I) If an Eligible Dealership sold to the Company
less than 25 Contracts during the calendar quarter ending on the
Grant Determination Date, the Eligible Dealership or its Designee
shall be awarded no Options on such Grant Determination Date;
(II) If an Eligible Dealership sold to the Company
from 25 to 50 Contracts during the calendar quarter ending on the
Grant Determination Date, the Eligible Dealership or its Designee
shall receive on the Grant Determination Date an Option
exercisable for such number of Shares as is the result of the
number of Contracts sold to the Company by such Eligible
Dealership during such quarter multiplied by 150 and divided by
the Fair Market Value of a Share on the Grant Determination Date;
or
(III) If an Eligible Dealership sold to the Company
over 50 Contracts during the calendar quarter ending on the Grant
Determination Date,
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the Eligible Dealership or its Designee shall receive on the Grant
Determination Date an Option exercisable for such number of Shares
as is the product of (X) the number of Contracts sold to the
Company by such Eligible Dealership during such quarter, less 25,
and (Y) 300 divided by the Fair Market Value of a Share on the
Grant Determination Date.
All such results shall be rounded to the nearest whole Share. The Date
of Grant of an Option awarded pursuant to SUBSECTIONS 6(B)(II) or
(III) shall be the respective Grant Determination Date. The Plan
Administrator shall have full discretion as to the date when a Contract
is sold to the Company.
SECTION 7. EXERCISE PRICE.
The exercise or option price of each Share issuable upon exercise of an
Option shall be the Fair Market Value of such Share on the Date of Grant.
SECTION 8. EXERCISE OF OPTIONS.
(A) An Option shall be fully exercisable on its Date of Grant.
An Option may be exercised at any time and from time to time during the
term of such Option, in whole or in part but with regard to whole Shares
only. No fractions of Shares will be issued upon the exercise of an
Option.
(B) Options may be exercised solely by the Optionee and may not
be assigned or hypothecated in any manner.
(C) An Option shall be deemed exercised when: (i) the Company
has received written notice of such exercise delivered to the Company in
accordance with the notice provisions of the applicable Agreement; and
(ii) full payment of the aggregate exercise price of the Shares as to
which the Option is exercised has been tendered to the Company.
(D) The exercise price of any Shares purchased shall be paid
solely in cash, by certified or cashier's check, or by money order or in
the discretion of the Plan Administrator or an employee of the Company
designated by the Plan Administrator, by personal check.
(E) The Optionee shall not be, nor have any of the rights or
privileges of, a shareholder of the Company with respect to any Shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such Shares shall have been issued by the
Company to the Optionee.
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SECTION 9. TERMINATION OF OPTION PERIOD.
(A) The unexercised portion of an Option shall automatically and
without notice terminate and become null and void and be forfeited upon
the third anniversary of its Date of Grant.
(B) The Plan Administrator, in its sole discretion, may, by
giving written notice to an Optionee ("Cancellation Notice"), cancel any
portion of an Option that remains unexercised on the date (the
"Cancellation Date") of the consummation of any of the following
(collectively, a "Cancellation Event"): (i) any transaction (which
shall include a series of transactions occurring within 60 days or
occurring pursuant to a plan), that has the result that shareholders of
the Company immediately before such transaction cease to own at least
51% of (x) the voting stock of the Company or (y) of any entity that
results from the participation of the Company in a reorganization,
consolidation, merger, liquidation or any other form of corporate
transaction; (ii) a merger, consolidation, reorganization, liquidation
or dissolution in which the Company does not survive; or (iii) a sale,
lease, exchange or other disposition of all or substantially all the
property and assets of the Company. Such Cancellation Notice shall be
given to an Optionee at least thirty (30) days prior to the Cancellation
Date, and may be given either before or after shareholder approval of
the Cancellation Event. If a Cancellation Event is not consummated, any
Cancellation Notice with regard to such Cancellation Event shall be of
no effect.
SECTION 10. TERMS OF OPTION.
Subject to earlier termination as provided in SUBSECTION 9(B), each
Option granted under this Plan shall have a term of three (3) years from the
Date of Grant of such Option.
SECTION 11. ASSIGNABILITY OF OPTIONS.
Options may not be transferred, assigned or hypothecated after their
grant and any attempt to transfer, assign or hypothecate shall cause such
Option to become null and void. Options may be exercised solely by the
Optionee.
SECTION 12. ADJUSTMENTS.
(A) If at any time there shall be an increase or decrease in the
number of issued and outstanding Shares, through the declaration of a
stock dividend or through any recapitalization resulting in a stock
split-up, combination or exchange of Shares, then appropriate
proportional adjustment shall be made in the number of Shares (and with
respect to outstanding Options, the exercise price per Share): (i)
subject to outstanding Options; (ii) reserved under the Plan; and (iii)
subject to Options granted subsequently. In the event of a dispute
concerning such adjustment, the Plan Administrator has full discretion
to determine the resolution of such dispute. Such determination shall
be final, binding and conclusive.
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(B) In the event of a merger, consolidation or other
reorganization of the Company under the terms of which the Company is
not the surviving corporation, but the surviving corporation elects to
assume an Option, the respective Agreement and this Plan, the Optionee
shall be entitled to receive, upon the exercise of such Option, with
respect to each Share issuable upon exercise of such Option, the number
of shares of stock of the surviving corporation (or equity interest in
any other entity) and any other notes, evidences of indebtedness or
other property that Optionee would have received in connection with such
merger, consolidation or other reorganization had it exercised the
Option with respect to such Share immediately prior to such merger,
consolidation or other reorganization.
(C) Except as otherwise expressly provided herein, the issuance
by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either
in connection with direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or exercise price of Shares then
subject to outstanding Options granted under the Plan.
(D) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect
in any manner the right or power of the Company to make, authorize or
consummate: (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or
its business; (ii) any merger or consolidation of the Company; (iii) any
issuance by the Company of debt securities or preferred or preference
stock that would rank above the Shares subject to outstanding Options;
(iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of
the Company; or (vi) any other corporate act or proceeding, whether of a
similar character or otherwise.
SECTION 13. PURCHASE FOR INVESTMENT.
As a condition of any issuance of a stock certificate for Shares upon
the exercise of an Option, the Plan Administrator may obtain such agreements
or undertakings, if any, as it may deem necessary or advisable to assure
compliance with any provision of this Plan or any law or regulation,
including, but not limited to, the following:
(A) a representation and warranty by the Optionee to the Company
at the time his Option is exercised that he is acquiring the Shares to
be issued to him for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and
(B) a representation, warranty or agreement to be bound by any
legends that are, in the opinion of the Plan Administrator, necessary or
appropriate to comply with the provisions of any securities law deemed
by the Plan Administrator to be applicable
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to the issuance of the Shares and are endorsed upon the certificates
representing the Shares.
SECTION 14. AMENDMENT, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF
THIS PLAN.
The Board may amend, modify or terminate the Plan and any outstanding
Options at any time and in any respect. The Board may not, however, amend,
modify or terminate an outstanding Option without the Optionee's consent if
such amendment, modification or termination materially impairs such
outstanding Option. In any event, the Board may amend, modify or terminate an
outstanding Option without the Optionee's consent as provided in SUBSECTION
9(B).
SECTION 15. GOVERNMENTAL REGULATIONS.
This Plan, and the granting of Options and the exercise of Options
hereunder and the obligation of the Company to sell and deliver Shares under
such Options shall be subject to all applicable laws, rules and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.
SECTION 16. MISCELLANEOUS.
(A) The proceeds received by the Company from the sale of Shares
pursuant to Options shall be used for general corporate purposes.
(B) Neither the members of the Board nor any Plan Administrator
shall be liable for any act, omission, or determination taken or made in
good faith with respect to the Plan or any Option granted under it, and
members of the Board and the Plan Administrator shall be entitled to
indemnification and reimbursement by the Company in respect of any
claim, loss, damage, or expense (including attorneys' fees, the costs of
settling any suit (provided such settlement is approved by independent
legal counsel selected by the Company) and amounts paid in satisfaction
of a judgment, except a judgment based on a finding of bad faith)
arising from such claim, loss, damage, or expense to the full extent
permitted by law and under any directors' and officers' liability or
similar insurance coverage that may from time to time be in effect.
(C) Any payment of cash or any issuance or transfer of Shares to
the Optionee, in accordance with the provisions of the Plan, shall, to
the extent thereof, be in full satisfaction of all claims of such
persons under the Plan. The Plan Administrator may require any Optionee
as a condition precedent to such payment or issuance or transfer of
Shares, to execute a release and receipt for such payment or issuance or
transfer of Shares in such form as it shall determine.
(D) Neither the Plan Administrator nor the Company guarantees
Shares from loss or depreciation.
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(E) All expenses incident to the administration, termination, or
protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Company; provided, however, the
Company may recover any and all damages, fees, expenses and costs
arising out of any actions taken by the Company to enforce its rights
under the Plan, a Dealership Participation Letter or an Agreement.
(F) Records of the Company shall be conclusive for all purposes
under the Plan, unless determined by the Plan Administrator to be
incorrect.
(G) The Company shall, upon request or as may be specifically
required under the Plan, furnish or cause to be furnished all of the
information or documentation that is necessary or required by the Plan
Administrator to perform its duties and functions under the Plan.
(H) The Company assumes no liability to the Optionee for any act
of, or failure to act on the part of, the Plan Administrator.
(I) Any action required of the Company relating to the Plan
shall be by resolution of its Board or act of the Plan Administrator.
(J) If any provision of this Plan is held to be illegal or
invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions of the Plan, but such provision shall be fully
severable, and the Plan shall be construed and enforced as if the
illegal or invalid provision had never been included in the Plan.
(K) Whenever any notice is required or permitted under the Plan,
such notice must be in writing and personally delivered or sent by mail
or next day delivery by a nationally recognized courier service. Any
notice required or permitted to be delivered under this Agreement shall
be deemed to be delivered on the date on which it is personally
delivered, or, if mailed, whether actually received or not, on the third
Business Day after it is deposited in the United States mail, certified
or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has previously specified by
written notice delivered in accordance with this SUBSECTION 16(K) or,
if by courier, twenty-four (24) hours after it is sent, addressed as
described in this SUBSECTION 16(K). The Company or an Optionee may
change, at any time and from time to time, by written notice to the
other, the address which it or he had previously specified for receiving
notices. Until changed in accordance with the Plan, the Company and
each Optionee shall specify as its and his address for receiving notices
the address set forth in the Agreement pertaining to the Shares to which
such notice relates.
(L) Any person entitled to notice under the Plan may waive such
notice.
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(M) The Plan shall be binding upon the Optionee, its successors
and permitted assigns, upon the Company, its successors and assigns, and
upon the Board and the Plan Administrator and their successors and
assigns.
(N) The titles and headings of Sections are included for
convenience of reference only and are not to be considered in
construction of the Plan's provisions.
(O) All questions arising with respect to the provisions of
the Plan shall be determined by application of the laws of the State of
Texas except to the extent Texas law is preempted by federal law or the
corporate law of the state of the Company's incorporation. Questions
arising with respect to the provisions of an Agreement that are matters
of contract law shall be governed by the laws of the state specified in
the Agreement, except to the extent preempted by federal law and except
to the extent that the corporate law where the Company is incorporated
conflicts with the contract law of such state, in which event such
corporate law shall govern. The obligation of the Company to sell and
deliver Shares under the Plan is subject to applicable laws and to the
approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Shares.
(P) Words used in the masculine shall apply to the feminine
where applicable, and wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.
SECTION 17. EFFECTIVE DATE AND TERMINATION DATE.
The Effective Date of the Plan is the effective date of the Registration
Statement on Form S-3 of the Company relating to the issuance of Options and
the offering of Shares. This Plan shall terminate on the tenth (10th)
anniversary of the Effective Date.
ADOPTED BY THE BOARD OF DIRECTORS: March 2, 1994
AMERICREDIT CORP.
By:
----------------------------
CHRIS A. CHOATE
SECRETARY
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