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EXHIBIT 99(a)
CHAMPION ENTERPRISES, INC.
SALESPERSON RETENTION PLAN
1. Purpose. The purpose of the Champion Enterprises, Inc. Salesperson
Retention Stock Option Plan (the "Plan") is to promote the best interests of
Champion Enterprises, Inc. (the "Company") and its shareholders by providing
additional incentive to its salespeople to remain with their current employer.
This program supplements other sales incentive programs the Company and its
retailers may offer from time to time, and participation in this program will
not preclude participation in other programs offered by the Company or its
retailers.
2. Eligibility. "Participants" in the Plan shall be employee and
non-employee salespeople at Company owned or Champion Home Center retailers,
provided they have been a salesperson for their current employer for at least
six months. "Champion Home Center Retailers" shall be those retailers of
Champion Enterprises or its affiliates that have currently existing Champion
Home Centers Agreements under which the retailer has paid all amounts owing and
under which no default exists. Participants shall be selected by the Chief
Executive Officer (the "CEO") of the Company (or such other person(s) as the CEO
shall delegate), and without the necessity of any action on the part of the
Participant.
3. Term. The Plan shall be implemented on January 1, 2001. Each Plan
year shall run from January 1 through December 31 ("Plan Year"). The Plan shall
continue until terminated at the discretion of the Company.
4. Administration. The Plan shall be administered by the Board of
Directors of the Company (the "Board") according to its terms. The Board shall
interpret the Plan, prescribe, amend, and rescind rules and regulations relating
to the Plan, and make all other determinations necessary or advisable for its
administration. The decision of the Board on any question concerning the
interpretation of the Plan or any option granted under the Plan shall be final
and binding upon all participants. No member of the Board shall be liable for
any action or determination made in good faith with respect to the Plan or any
grant hereunder. The Board hereby delegates authority to the CEO of the Company,
subject to any such terms and limitations as the Board shall determine, to
administer the Plan on behalf of the Board. The CEO (or the CEO's designee)
shall keep records, send statements of account activity to Participants and
perform clerical and ministerial duties related to the Plan. All inquiries
concerning the Plan should be directed to:
Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326
Re: Salesperson Retention Stock Option Plan
Attention: Secretary
5. Stock. The stock subject to options under the Plan shall be the
Common Stock of the Company ("Common Stock") and shall be authorized and
unissued shares of the Company. The total amount of Common Stock for which
options may be granted under the Plan shall not exceed 1,000,000 shares, subject
to adjustment in accordance with Section 9. Shares subject to any forfeited or
cancelled option under the Plan shall be available for reissuance under the
Plan.
6. Option Grants. The CEO of the Company at any time and from time to
time, in accordance with the terms of the Plan, may grant options to such
Participants and for such number of shares of Common Stock as he or she shall
designate. Prior to the end of the first quarter of each Plan Year, the Chief
Executive Officer of the Company shall grant all options to Participants for
that Plan Year. Following any given year, each Participant shall be informed of
the number of options that were granted to such Participant that year. The CEO
may grant each Participant up to 100 options in any Plan Year, or such greater
amount as approved by the Board. In order for the options to vest and for the
Participant to be issued a stock certificate, (a) the Participant must remain
with his/her current employer until the third
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anniversary of the first day of the Plan Year in which options were granted; and
(b) the Participant's employer must be a Champion Home Centers Retailer at the
time the options vest. Should the Participant leave his/her employ for any
reason at any time prior to the expiration of the three-year vesting period, the
right to receive the shares shall be forfeited automatically and no rights
whatsoever accompanying stock ownership shall ever be conferred upon the
Participant. Once the options vest, the Company will forward to the Participant
a stock certificate for the vested shares. Each option shall entitle the
Participant to one share of Common Stock upon vesting of the option.
Prior to the end of the first quarter of each Plan Year, the Company
may forward to each Participant a statement from the Company outlining such
Participant's "account". The statement shall specify the number of options
issued to the Participant and the date upon which the options will vest to the
Participant. Unless and until the Common Stock vests, the Participant has only
received options to receive stock in the future subject to certain conditions.
However, should the Participant continue with his/her employment throughout the
three-year vesting period and the other conditions are met, the option shall be
deemed automatically exercised on December 31st of the Plan Year in which such
options vest. The shares of Common Stock will be automatically issued to the
Participant without the necessity of any action on the part of the Participant.
The consideration for the options and for the grant of shares shall be the
length of time that the Participant has remained with his/her current employer.
Any share certificates shall be automatically mailed to the Participant during
the quarter following the end of the Plan Year in which such options vest.
7. Participant Information. All information with respect to the
Participant shall be kept by the Company including such Participant's name,
address and social security number. Because grants are automatic, the
Participant and the retailer that employs the Participant must keep his/her
information current with the Company. The employer and each Participant must
forward any changes in employment status, to the Company whenever such
information changes, or upon request. Shares will be issued in the name of the
Participant and according to the other information on file with the Company, and
the Company shall not be responsible for any damages relating to any inaccuracy
in that information.
8. Termination and Amendment. The Plan may be amended by the Company at
any time and may be terminated by the Company in its sole discretion, but no
amendment or modification of the Plan shall in any manner adversely affect any
options already granted under the Plan without the consent of the Participant
holding such option. Amendments to the Plan announced from time to time by the
Company will become effective at such times as are determined by the Company.
Each Participant shall receive a new copy of the Plan when amended. Termination
of the Plan shall not affect the rights of holders of any unvested or vested
shares.
9. Stock Dividend, Reclassification, Merger, Etc. The total amount of
Common Stock on which options may be granted under the Plan, and the number of
shares subject to any option granted to a Participant, shall be appropriately
adjusted for any increase or decrease in the number of outstanding shares of
Common Stock resulting from payment of a stock dividend on Common Stock, a
subdivision or combination of shares of Common Stock, or a reclassification of
Common Stock.
10. Securities Laws. Anything to the contrary herein notwithstanding,
the Company's obligation to deliver Common Stock after the vesting of an option
is subject to such compliance with federal and state laws, rules and regulations
applying to the authorization or issuance of securities as the Company deems
necessary or advisable. The Company shall not be required to deliver or issue
Common Stock unless and until it receives satisfactory assurance that the
issuance or transfer of such shares will not violate any of the provisions of
the Securities Act of 1933, as amended from time to time or the Securities
Exchange Act of 1934, as amended from time to time, or the rules and regulations
of the Securities Exchange Commission promulgated thereunder or those of the
stock exchange on which the Common Stock may be listed, or the provisions of any
state laws governing the issuance or transfer of securities, or that there has
been compliance with the provisions of such acts, rules, regulations and state
laws.
11. Rights Prior to Issuance of Shares. No Participant shall have any
rights as a shareholder with respect to any shares covered by an option until
the issuance of a stock certificate to the Participant for such shares. No
adjustment shall be made for dividends or other rights with respect to such
shares for which the record date is prior to
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the date such certificate is issued. Upon and after becoming an owner of record
of Common Stock, Participants shall have the voting rights accorded to owners of
Company Common Stock.
12. Transfer; Assignment. The options shall not be sold, transferred,
assigned, alienated, pledged, or otherwise encumbered or disposed of in whole or
in part, either directly, by operation of law, or otherwise. If any attempt is
made by a Participant to sell, transfer, assign, alienate, pledge, or otherwise
encumber or dispose of his or her options (prior to vesting), then the Company
(in its absolute discretion) may terminate the Participant from the Plan and the
Participant shall have no further rights under the Plan, including the right, if
any, to receive Common Stock. There are no rights under the Plan to designate a
beneficiary or otherwise gift, devise, or bequeath the options under the Plan.
In the event of the death of Participant after the shares have vested but prior
to stock certificate issuance, any delivery of Common Stock otherwise due under
the terms of the Plan shall be made to the executor or administrator of the
estate of the Participant.
13. Costs. The Company will issue options, and upon vesting, shares of
Common Stock. The Company will pay any fees associated with the issuance of the
shares of Common Stock to Participants and will pay the administrative costs of
the Plan. The cost to the Company of the shares of Common Stock offered under
the Plan will be absorbed by the Company. There will be no proceeds to the
Company from the issuance of the shares.
14. Notices, Communication. All notices, delivery of Common Stock and
communications to a Participant under, or in connection with, the Plan shall be
deemed to have been duly given, made or delivered when mailed with postage
prepaid, or sent by overnight express delivery service to the Participant at the
address last appearing on the records of the Company for whom the Participant is
employed. All notices, instructions or other communications by a Participant to
the Company under, or in connection with, the Plan shall be duly given, made or
delivered only when in fact received by the Company at the address specified
above.
15. Limitation on Liability. The Company shall not be liable for any
act done in good faith or for any omission to act, including, without
limitation, any claims of liability (a) with respect to the prices of the Common
Stock (provided, however, that nothing herein shall be deemed to constitute a
waiver of any rights that a Participant might have under the Securities Act of
1933 or other applicable federal securities laws), or (b) for any fluctuation in
the market value before or after issuance or sale of Common Stock.
16. Tax Information. The following is a brief summary of some potential
tax consequences to Participants. However, this information in not a complete
explanation of the tax consequences of participation in the Plan. Participants
are strongly encouraged to consult their own tax advisor with respect to the
federal, state, local and other tax consequences of participation in the Plan.
(a) Withholding Taxes. The Company shall have the right to
require a Participant to remit sufficient funds to satisfy applicable
withholding for income and employment taxes upon the issuance option(s) and/or
the issuance of Common Stock. The Company may withhold shares of Common Stock
from an issuance sufficient in amount to satisfy in whole or in part the
applicable withholding taxes. All Participants, whether employees or
nonemployees of the Company, agree to tender the applicable amount to the
Company or the Internal Revenue Service to satisfy any requirements for
withholding of income and employment taxes in connection with the exercise of
the option granted hereby.
(b) Recognition of Income. A Participant will be treated as
having received taxable income equal to the fair market value of the number of
shares of Common Stock actually granted. No taxable income shall accrue until
the shares have vested. A Participant will be treated as having received such
income on the date the shares vest.
(c) Sale of Common Stock. If a Participant sells shares of
Common Stock received under the Plan, the Participant will recognize gain or
loss equal to the difference between the selling price and the Participant's tax
basis. Gain or loss on the sale of shares held for more than twelve months will
be long-term capital gain or loss. If the shares of Common Stock are held for
less than twelve months, the gain or loss will be treated as short-term capital
gain or loss.
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Any payment of taxes imposed upon the receipt of shares of Common Stock
is the responsibility of the Participant and not of the Company.
17. Governing Law. The terms and conditions of the Plan and its
operation are governed by the laws of the State of Michigan.