1 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of October 1, 1996 is made by and between AT&T
Capital Corporation, a Delaware corporation hereinafter referred to as the
"Company", and an employee of the Company or a Subsidiary (as defined below) of
the Company, hereinafter referred to as "Optionee".
WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase
shares of its $.0l par value Common Stock ("Common Stock");
WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the
terms of which are hereby incorporated by reference and made a part of this
Agreement; and
WHEREAS, the Board of Directors of the Company or the Committee (as hereinafter
defined), appointed to administer the Plan, has determined that it would be to
the advantage and best interest of the Company and its stockholders to grant the
options provided for herein to the Optionee as an incentive for increased
efforts during his term of office with the Company or its Subsidiaries, and has
advised the Company thereof and instructed the undersigned officer to issue said
Options;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement, they shall have the
meaning specified in the Plan or below unless the context clearly indicates to
the contrary.
Section 1.1 - Act
"Act" shall mean the Securities Act of 1933, as amended, or any successor law.
Section 1.2 - Affiliate
"Affiliate", shall mean, with respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person. Solely
for purposes of this Agreement, GRS Holding Company Limited and Babcock & Brown,
Inc. and their respective Affiliates shall be deemed to be Affiliates of Nomura
(as defined below).
Section 1.3 - Board of Directors
"Board of Directors" means the Board of Directors of the Company.
Section 1.4 - Cause
"Cause" shall mean (i) the Optionee's willful and continued failure to perform
his or her duties with respect to the Company or any of its
2 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
Subsidiaries which continues beyond ten days after a written demand for
substantial performance is delivered to the Optionee by the Company or such
Subsidiary or (ii) misconduct by the Optionee involving (x) dishonesty or breach
of trust in connection with the Optionee's employment or (y) conduct which would
be a reasonable basis for an indictment of the Optionee for a felony or for a
misdemeanor involving moral turpitude.
Section 1.5 - Change of Control
"Change of Control" shall mean (i) any transaction (including, without
limitation, a merger, consolidation or reorganization, or a sale of derivative
securities that effectively transfers a beneficial ownership interest) as a
result of which either (a) (1) the combined beneficial ownership interest of the
Company by Nomura International plc ("Nomura") and its Affiliates falls below
40% on a fully diluted basis and (2) the combined beneficial ownership interest
of the Company by another Person and its Affiliates exceeds the combined
beneficial ownership interest of Nomura and its Affiliates or (b) the combined
beneficial ownership interest of the Company by Nomura and its Affiliates falls
below 20% on a fully diluted basis or (ii) a sale, or series of sales, of all or
substantially all of the assets of the Company as a result of which either (A)
(I) the combined beneficial ownership interest by Nomura and its Affiliates of
the assets of the business conducted by the Company falls below 40% of the
assets of the business conducted by the Company immediately prior to such sale
or series of sales (measured on the basis of the net book value, on a
consolidated basis, thereof) and (II) the combined beneficial ownership interest
of another Person of former assets of the business as conducted by the Company
immediately prior to such sale or series of sales exceeds the combined
beneficial ownership interest by Nomura and its Affiliates of the assets of the
business conducted by the Company immediately prior to such sale or series of
sales (measured on the basis of the net book value, on a consolidated basis,
thereof) or (B) the combined beneficial ownership interest by Nomura and its
Affiliates of the assets of the business conducted by the Company falls below
20% of the assets of the business conducted by the Company immediately prior to
such sale or series of sales (measured on the basis of the net book value, on a
consolidated basis, thereof); provided that the provisions set forth in clause
(ii) shall be deemed not to apply in the case of any transfer, sale, assignment,
pledge, hypothecation or other disposition of assets in connection with, or
incident to, any borrowings, securitizations or other financing transactions or
in the case of the recapitalization, reclassification, liquidation or
dissolution of the Company.
Section 1.6 - Code
"Code" shall mean the Internal Revenue Code of 1986, as amended.
Section 1.7 - Committee
"Committee" shall mean the Compensation Committee of the Board of
Directors.
Section 1.8 - Common Stock and Share
3 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
"Common Stock" or "Share" means common stock of the Company which may be
authorized but unissued, or issued and reacquired.
Section 1.9 - Disability
"Disability" shall mean a determination by the Board of Directors or a duly
authorized committee thereof that an Optionee has become (i) permanently
physically unable to do any job for which the Optionee is qualified, or may
reasonably become qualified by training, education or experience or (ii)
permanently mentally incompetent to perform the normal daily functions of
living, and in each case at all times during such disability the Optionee is
under a physician's care and following the recommended course of treatment.
Section 1.10 - Effective Time
"Effective Time" shall mean the date of the effective time of the merger of
Antigua Acquisition Corporation, a Delaware corporation ("Merger Sub"), with and
into the Company pursuant to the Agreement and Plan of Merger, dated as of June
5, 1996, as amended, among the Company, AT&T Corp., a New York corporation,
Hercules Limited, a Cayman Islands company, and Merger Sub.
Section 1.11 - Fair Market Value
"Fair Market Value" shall mean with respect to a share of Common Stock, (i)
prior to an IPO, the amount established at the immediately preceding
determination, which determination will have been made not less than annually,
by an independent U.S. based investment banker (or, in the sole discretion of
the Board of Directors, an independent U.S.-based appraisal firm) selected by
the Board of Directors as the fair market value of a Share without giving effect
to any discount attributable to the illiquidity of the Shares or the fact that
any such Shares may constitute a minority interest in the Company or any premium
attributable to any special rights of any holder with respect to its Shares;
provided that prior to the first such determination (which shall occur not later
than January 31, 1997), the Fair Market Value of a share of Common Stock shall
be the Exercise Price provided in Section 2.2(a) hereof and (ii) after an IPO,
the Market Price Per Share of the Shares.
Section 1.12 - Good Reason
"Good Reason" shall mean (i) a reduction in the Optionee's base salary, (ii) a
substantial reduction in the Optionee's duties as an employee, officer or
director as they exist on the Grant Date (or, if the Grant Date is on or before
the date of the Effective Time, as they exist immediately after the Effective
Time), (iii) the elimination or reduction of the Optionee's eligibility to
participate in the Company's benefit programs that is inconsistent with the
eligibility of similarly situated employees of the Company and its Subsidiaries
to participate therein or (iv) an obligation to relocate more than 50 miles from
the Optionee's then current work location.
Section 1.13 - Grant Date
4 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
"Grant Date" shall mean the date on which the Options provided for in this
Agreement were granted.
Section 1.14 - Group
"Group" shall mean, with respect to a particular time, any of the Company and
its Subsidiaries as of such time. Any event that results in an entity ceasing to
be a Subsidiary of the Company shall be deemed to constitute the cessation of
employment with the Group of all employees of such former Subsidiary, except for
such employees of such former Subsidiary who become employees of the Company or
one of its then Subsidiaries within 10 days of such event.
Section 1.15 - IPO
"IPO" shall mean a sale of Shares to the public that results in an active
trading market in the Shares.
Section 1.16 - Market Price Per Share
"Market Price Per Share" at any date shall be deemed to be the average of the
daily closing prices for the 20 consecutive trading days commencing on the 30th
trading day prior to the date in question. The closing price for each day shall
be (x) if the Common Stock is listed or admitted to trading on a national
securities exchange, the closing price on the New York Stock Exchange
Consolidated Tape (or any successor composite tape reporting transactions on
national securities exchanges) or, if such a composite tape shall not be in use
or shall not report transactions in the Common Stock, the last reported sales
price regular way on the principal national securities exchange on which the
Common Stock is listed or admitted to trading (which shall be the national
securities exchange on which the greatest number of shares of Common Stock has
been traded during such 20 consecutive trading days), or, if there is no
transaction on any such day in any situation, the mean of the bid and asked
prices on such day or (y) if the Common Stock is not listed or admitted to
trading on any such exchange, the closing price, if reported, or, if the closing
price is not reported, the average of the closing bid and asked prices as
reported by the National Association of Securities Dealers Automated Quotation
System (NASDAQ) or a similar source selected from time to time by the Company
for the purpose. In the event such closing prices are unavailable, the Market
Price Per Share shall be deemed to be the fair market value as determined in
good faith by the Board of Directors, on the basis of such relevant factors as
it in good faith considers, in the reasonable judgment of the Board of
Directors, appropriate.
Section 1.17 - Normal Retirement
"Normal Retirement" shall mean the voluntary retirement of the Optionee on a
date after the later of attaining age 60 or 5 years after the Effective Time.
Section 1.18 - Offering Percentage
5 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
"Offering Percentage" shall mean, with respect to any public offering of Shares,
that percentage of all outstanding stock of the Company (determined as of the
time after the relevant public offering) represented by the Shares sold in such
public offering.
Section 1.19 - Options
"Options" shall mean the options to purchase Common Stock granted under this
Agreement, which options have not been designated as "incentive stock options"
within the meaning of Section 422 of the Code.
Section 1.20 - Person
"Person" shall mean any individual, partnership, firm, corporation, limited
liability company, association, trust, unincorporated organization or other
entity.
Section 1.21 - Plan
"Plan" shall mean the AT&T Capital Corporation 1996 Long Term Incentive Plan.
Section 1.22 - Pronouns
The masculine pronoun shall include the feminine and neuter, and the singular
the plural, where the context so indicates.
Section 1.23 - QPO
"QPO" shall mean a sale of shares of Common Stock to the public pursuant to a
registration statement under the Act that has been declared effective by the
Securities and Exchange Commission (other than a registration statement on Form
S-4 or Form S-8, or any successor or other forms promulgated for similar
purposes, or a registration statement in connection with an offering to
employees of the Company and its Subsidiaries) that results in an active trading
market in the Common Stock.
Section 1.24 - RIF Termination
"RIF Termination" shall mean (i) termination of an Optionee's employment by the
Group as a result of a reduction in force, facility relocation or closing, or
other Company program for job elimination, in each case that results in the
termination of a significantly large number of employees, or (ii) termination
within 135 days prior to a Change of Control if the Optionee can demonstrate
that such termination (a) was at the request of a third party with which the
Company had entered into negotiations or provided for in an agreement with
regard to such Change of Control or (c) otherwise occurred in connection with,
or in anticipation of, such Change of Control; and provided further that, in the
case of either (i) or (ii) above, such Change of Control actually occurs.
Section 1.25 - Secretary
"Secretary" shall mean the Secretary of the Company.
6 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
Section 1.26 - Subsidiary
"Subsidiary" shall mean any corporation other than the Company in an unbroken
chain of corporations beginning with the Company if each of the corporations, or
group of commonly controlled corporations, other than the last corporation in
the unbroken chain then owns stock possessing 50% or more of the voting stock in
one of the other corporations in such chain.
ARTICLE II
GRANT OF OPTIONS
Section 2.1 - Grant of Options
For good and valuable consideration, on and as of the date hereof the Company
irrevocably grants to the Optionee an Option to purchase any part or all of an
aggregate of the number of shares set forth with respect to each such Option on
the signature page hereof of its Common Stock, par value $.0l per share, upon
the terms and conditions set forth in this Agreement.
Section 2.2 - Exercise Price
(a) The exercise price of the Shares covered by the Options (the "Exercise
Price") shall be $______________ without commission or other charge.
(b) Notwithstanding the foregoing, in the case of termination without Cause
(other than a RIF Termination) or resignation for Good Reason prior to the time
the Options become exercisable in full in accordance with Section 3.2(a), the
Exercise Price shall be increased by the amount, if any, of the excess of the
Fair Market Value of the Common Stock as of the date of exercise of the option
over its Fair Market Value (x) as of the date of such termination or
resignation, if an IPO has previously occurred or (y) prior to an IPO, at the
next period determination of Fair Market Value following such termination or
resignation or as of the day following an IPO, whichever is earlier. Section 2.3
- - Options Confer No Rights to Continued Employment
Nothing in this Agreement or in the Plan shall confer upon the Optionee any
right to continue in the employ of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to terminate the employment
of the Optionee at any time for any reason whatsoever, with or without Cause.
Section 2.4 - Adjustments in Options
Subject to Paragraph 9 of the Plan, in the event that the outstanding
shares of the stock subject to an Option are, from time to time, changed into or
exchanged for a different number or kind of shares of the Company or other
securities of the Company by reason of a merger, consolidation,
recapitalization, reclassification, stock split, stock dividend, combination of
shares, or otherwise, the Committee shall make an
7 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
appropriate and equitable adjustment in the number and kind of shares or other
consideration as to which such Option, or portions thereof then unexercised,
shall be exercisable and the exercise price therefor. Any such adjustments made
by the Committee shall be final and binding upon the Optionee, the Company and
all other interested Persons.
ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1 - Vesting
(a) Options shall become vested, thereby becoming eligible for exercise in
accordance with Section 3.2, in accordance with the schedule below:
Vesting Date Vested Percentage of Underlying
Shares
Grant Date 0%
The first anniversary of
the Grant Date 20%
The second anniversary of
the Grant Date 40%
The third anniversary of
the Grant Date 60%
The fourth anniversary of
the Grant Date 80%
The fifth anniversary of
the Grant Date 100%
Options which have become vested in accordance with this Section 3.1(a) are
hereinafter referred to as "Vested Options".
(b) Notwithstanding the foregoing, upon any cessation of employment by the Group
of the Optionee for any reason or reasons, any Option or portion of an Option
that shall not have become vested in accordance with provisions of Section
3.1(a) shall be immediately canceled.
(c) Subject to Paragraph 10 of the Plan, in the event of a Change of Control,
the Options that have not yet become Vested Options at the time of such Change
of Control will not become immediately vested but will continue to vest as
provided in Section 3.1(a).
Section 3.2 - Exercisability
Options are not exercisable by the Optionee into Common Stock in any
circumstances except that Vested Options may be exercised into Common Stock by
the Optionee only following the event of (i) a Change of Control or (ii) a QPO,
provided that, prior to a Change of Control, the maximum number of Shares for
which Options may be so exercised by the Optionee shall be
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FORM 10-Q for the Quarter
Ended September 30, 1996
limited to a number of Shares equal to the product of (x) 2 times (y) the
Offering Percentage times (z) the total number of Shares underlying all Options
granted to Optionee under the Plan or any other plans of the Company or any
Subsidiary; provided further that, in the case of either clause (i) or clause
(ii), if the Optionee is, or formerly was, a member of the Corporate Leadership
Team of the Company (or a member of any successor organization to the Corporate
Leadership Team or, there is no such successor organization, an executive
officer of the Group in a position substantially similar to a position of a
member of the Corporate Leadership Team as comprised currently or in the future)
no Options may be exercised unless on the date on which the Optionee proposes to
exercise any options the Company has ratings on both its long term debt and
short term debt by both Moody's Investors Services, Inc. and Standard & Poor's
Ratings Group (or, if either or both of such organizations no longer rate such
securities, such other nationally recognized statistical rating organization or
organizations that have been selected by the Board of Directors in good faith)
in one of its generic rating categories that signifies investment grade and no
such organization has announced, either publicly or to the Company, that it
contemplates downgrading either or both of such ratings to one of its generic
rating categories that signifies less than investment grade, except to the
extent that the Board of Directors, having considered all of the alternatives
available to the Company (other than any capital contributions by, or sales of
equity securities to, any person, including, without limitation, the then
existing stockholders, or any of them), determines that it is not in the best
interests of the Company to continue to maintain any of such investment grade
ratings; provided further that if, on the tenth anniversary of the Effective
Time, any Vested Options held by the Optionee have not then previously been
exercisable for a period of at least 60 days, the restriction on exercisability
set forth in the immediately preceding proviso shall be of no further effect
with respect to such Vested options.
Section 3.3 - Expiration of Options
The Options may not be exercised into Common Stock to any extent by the
Optionee after, and shall terminate upon, the first to occur of the following
events:
(i) the eleventh anniversary of the Grant Date (or, if any Options are not then
exercisable in accordance with Section 3.2, then, with respect to such Options
only, such later date that is 60 days following the date on which such options
shall become so exercisable);
(ii) the date of cessation of employment by the Group for any reason other than
Normal Retirement, death or Disability, termination without Cause or resignation
for Good Reason of the Optionee; or
(iii) 60 days after termination by the Group without Cause or resignation for
Good Reason of the Optionee (or if any options are not then exercisable in
accordance with Section 3.2, then, with respect to such Options only, 60 days
after the first date that both (A) such options are exercisable and (B) there
are no applicable restrictions on the transferability of the Shares into which
such Options are exercisable pursuant to any agreement between the Optionee and
the Company).
9 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
ARTICLE IV
EXERCISE OF OPTION
Section 4.1 - Person Eligible to Exercise
During the lifetime of the Optionee, only the Optionee or his or her duly
appointed attorney-in-fact may exercise an Option or any portion thereof. After
the death of the Optionee, any exercisable portion of an Option may, prior to
the time when an Option becomes unexercisable under Section 3.3. be exercised by
his or her personal representative or by any Person empowered to do so under the
Optionee's will or under the then applicable laws of descent and distribution.
Section 4.2 - Partial Exercise
Any exercisable portion of an option or the entire option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.3;
provided, however, that any partial exercise shall be for whole shares of Common
Stock only.
Section 4.3 - Manner of Exercise
An Option, or any exercisable portion thereof, may be exercised solely by
delivering to the Secretary or his office all of the following prior to the time
when the Option or such portion becomes unexercisable under Section 3.3:
(a) Notice in writing signed by the Optionee or the other Person then entitled
to exercise the Option or portion thereof, stating that the Option or portion
thereof is
thereby exercised, such notice complying with all applicable rules
established by the Committee;
(b) Full payment (in cash, by check or by a combination thereof) for the shares
with respect to which such Option or portion thereof is exercised;
(c) A bona fide written representation and agreement, in a form satisfactory to
the Committee, signed by the Optionee or other Person then entitled to exercise
such Option or portion thereof, stating that (i) the shares of stock are being
acquired for the Optionee's or such other Person's own account, for investment
and without any present intention of distributing or reselling said shares or
any of them except as may be permitted under the Act and then applicable rules
and regulations thereunder, (ii) except as provided below, the Optionee or other
Person then entitled to exercise such option or portion thereof will not
transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the
shares (each, a "Transfer") at any time prior to the tenth anniversary of the
date of the Effective Time and (iii) the Optionee or other Person then entitled
to exercise such Option or portion thereof will indemnify the Company against
and hold it free and harmless from any loss, damage, expense or liability
resulting to the Company if any sale or distribution of the shares by such
Person is contrary to the representation and agreement referred to above;
provided, however, that the Committee may, in its absolute discretion, take
whatever additional actions it deems appropriate to ensure the observance and
performance of such representation and
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FORM 10-Q for the Quarter
Ended September 30, 1996
agreement and to effect compliance with the Act and any other federal or state
securities laws or regulations;
(d) Full payment to the Company of all amounts which, under federal, state or
local law, it is required to withhold upon exercise of the Option; and
(e) In the event the Option or portion thereof shall be exercised pursuant to
Section 4.1 by any Person or Persons other than the Optionee, appropriate proof
of the right of such Person or Persons to exercise the Option.
Without limiting the generality of the foregoing, the Committee may require
an opinion of counsel acceptable to it to the effect that any subsequent
transfer of shares acquired on exercise of an option does not violate the Act,
and may issue stop-transfer orders covering such shares. Share certificates
evidencing stock issued on exercise of this Option shall bear an appropriate
legend referring to the provisions of subsection (c) above and the agreements
herein. The written representation and agreement referred to in clause (i) of
subsection (c) above shall, however, not be required if the shares to be issued
pursuant to such exercise have been registered under the Act, and such
registration is then effective in respect of such shares. The written agreement
referred to in clause (ii) of subsection (c) above will permit only the
following Transfers prior to the tenth anniversary of the Effective Time:
(w) A transfer upon the death of the Optionee or other Person then entitled to
exercise such Option or portion thereof to his or her executors, administrators,
testamentary trustees, legatees or beneficiaries; provided that it is expressly
understood that any such transferee shall be bound by the provisions of the
written agreement referred to in clause (ii) of subsection (c) above;
(x) A transfer made after the date of exercise of the Option or portion thereof
in compliance with the federal securities laws to a trust or custodianship the
beneficiaries of which may include only the Optionee or other Person then
entitled to exercise such Option or portion thereof, his or her spouse or the
Optionee's or such other Person's lineal descendants; provided, in each such
case, that such transfer is made expressly subject to the Agreement and that the
transferee agrees in writing to be bound by the provisions of the written
agreement referred to in clause (ii) of subsection (c) above;
(y) A sale of shares pursuant to an effective registration statement under the
Act filed by the Company or pursuant to a sale participation agreement that has
been entered into by the Optionee and Nomura or an Affiliate or Affiliates of
Nomura; and
(z) in connection with a sale in the public market (subject to the provisions of
Rule 144 under the Act where applicable) from and after a QPO; provided that
such sale shall be subject to such black-out period and/or other restrictions on
such sale as shall be reasonably requested by any underwriters in offerings of
the securities of the Company in order to insure the success of such offerings;
and provided further that the number of shares that may be sold in each one-year
period following the QPO will
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FORM 10-Q for the Quarter
Ended September 30, 1996
be limited to the greater of (i) 25% of the total number of shares of Common
Stock, on a fully diluted basis, held by the Optionee or such other Person
immediately following the QPO and (ii) that number of shares of Common Stock
underlying the Options or any other stock options issued by the Company held by
the Optionee or such other Person as to which (A) pursuant to the terms of such
options, the Optionee's right to purchase such stock would expire during such
one-year period and (B) such options are actually exercised by the Optionee or
other Person then entitled to exercise such options or portions thereof.
Notwithstanding the foregoing permitted Transfers, the Optionee or other
Person then entitled to exercise such option or portion thereof will further
represent and agree in the written agreement referred to in subsection (c) above
that he or she will not at any time transfer, sell, assign, pledge, hypothecate
or otherwise dispose of any shares at any time, directly or indirectly, to any
competitor or prospective competitor of the Company or to any affiliate of a
such a person, other than:
(A) in connection with a sale to a third party pursuant to a stock purchase
agreement or sale participation agreement that has been entered into by the
Optionee and Nomura or an Affiliate or Affiliates of Nomura;
(B) in a widely distributed, underwritten public offering upon the exercise of
the rights provided for under a registration rights agreement covering such
shares; or
(C) pursuant to a sale effected (when otherwise permitted as provided above)
through an open market, nondirected broker's transaction in which the Optionee
or other Person then entitled to exercise such Option as seller does not know
the buyer is a competitor or prospective competitor.
Section 4.4 - Conditions to Issuance of Stock Certificates
The shares of stock deliverable upon the exercise of an Option, or any
portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. Such shares shall
be fully paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock purchased upon the
exercise of an Option or portion thereof prior to fulfillment of all of the
following conditions:
(a) The obtaining of approval or other clearance from any state or federal
governmental agency which the Committee shall, in its absolute discretion,
determine to be necessary or advisable; and
(b) The lapse of such reasonable period of time (not to exceed 60 days)
following the exercise of the Option as the Committee may from time to time
establish for reasons of administrative convenience.
Section 4.5 - Rights as Stockholder
The holder of an Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any shares purchasable
upon the exercise of the Option or any portion thereof unless
12 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
and until certificates representing such shares shall have been issued by the
Company to such holder.
ARTICLE V
MISCELLANEOUS
Section 5.1 Administration
The Committee shall have the power to interpret the Plan and this Agreement
and to adopt such rules for the administration, interpretation and application
of the Plan as are consistent therewith and to interpret or revoke any such
rules. All actions taken and all interpretations and determinations made by the
Committee shall be final and binding upon the Optionee, the Company and all
other interested Persons. No member of the Committee shall be personally liable
for any action, determination or interpretation made in good faith with respect
to the Plan or the Options. In its absolute discretion, the Board of Directors
may at any time and from time to time exercise any and all rights and duties of
the Committee under the Plan and this Agreement.
Section 5.2 - Options Not Transferable
Except as may be provided in any other agreement between the Optionee and
the Company, neither the Options nor any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of the Optionee
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.2
shall not prevent transfers by will or by the applicable laws of descent and
distribution.
Section 5.3 - Shares to Be Reserved
The Company shall at all times during the term of the Options reserve and
keep available, either in its treasury or out of its authorized but unissued
shares of stock, such number of shares of stock as will be sufficient to satisfy
the requirements of this Agreement.
Section 5.4 - Notices
Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Optionee shall be addressed to him at the address given beneath his
signature hereto. By a notice given pursuant to this Section 5.4, either party
may hereafter designate a different address for notices to be given to him. Any
notice which is required to be given to the Optionee shall, if the Optionee is
then deceased, be given to the Optionee's personal representative if such
representative has previously informed the Company of his or her status and
address by written notice under this Section 5.4. Any notice shall have been
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post
13 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
office regularly maintained by the United States Postal Service.
Section 5.5 - Titles
Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.
Section 5.6 - Applicability of Plan and Other Agreements
The Options and the shares of Common Stock issued to the Optionee upon
exercise of the options shall be subject to all of the terms and provisions of
the Plan and any other agreements between the Optionee and the Company, to the
extent applicable to the Options and such Shares. In the event of any conflict
between this Agreement and the Plan, the terms of the Plan shall control. In the
event of any conflict between this Agreement or the Plan and any other
agreements between the Optionee and the Company, the terms of the other
agreements between the Optionee and the Company shall control.
Section 5.7 - Amendment
This Agreement may be amended or supplemented by the Company, when
authorized by a resolution of the Committee or of the Board of Directors, to
cure any ambiguity, defect or inconsistency, to comply with Section 2.4 hereof
or to make any change that does not adversely affect the rights of the Optionee.
Any other amendment or supplement of this Agreement may be made only by a
writing executed by the parties hereto which specifically states that it is
amending this Agreement.
Section 5.8 - Governing Law
The laws of the State of Delaware shall govern the interpretation, validity
and performance of the terms of this Agreement regardless of the law that might
be applied under principles of conflicts of laws.
Section 5.9 - Jurisdiction
Any suit, action or proceeding against the Optionee with respect to this
Agreement, or any judgment entered by any court in respect of any thereof, may
be brought in any court of competent jurisdiction in the State of New Jersey, as
the Company may elect in its sole discretion, and the Optionee hereby submits to
the non-exclusive jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment. The Optionee hereby irrevocably waives any
objections which he may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this Agreement brought
in any court of competent jurisdiction in the State of New Jersey, and hereby
further irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum. No suit,
action or proceeding against the Company with respect to this Agreement may be
brought in any court, domestic or foreign, or before any similar domestic or
foreign authority other than in a court of competent jurisdiction in the State
of New Jersey, and the Optionee hereby irrevocably waives any right which he may
otherwise have had to bring such an action in any other court, domestic or
foreign,
14 EXHIBIT 10(g)
FORM 10-Q for the Quarter
Ended September 30, 1996
or before any similar domestic or foreign authority. The Company hereby submits
to the jurisdiction of such courts for the purpose of any such suit, action or
proceeding.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
AT&T CAPITAL CORPORATION
By: __________________________
Name:
Title:
Aggregate number of shares
of Common Stock for which
the option hereunder is granted:
- -------------------------------
Optionee
- -------------------------------
- -------------------------------
Address
Optionee's Taxpayer
Identification Number: