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EXHIBIT 10.16
ANC RENTAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
GENERAL
1.1 PURPOSE
The ANC Rental Corporation Employee Stock Purchase Plan (the "Plan") is
intended to encourage employee participation in the ownership and economic
progress of ANC Rental Corporation. The Plan is intended to qualify under
Section 423 of the Internal Revenue Code of 1986, as amended.
1.2 DEFINITIONS
Unless the context clearly indicates otherwise, the following terms
have the meanings set forth below:
"AFFILIATE" shall mean any entity controlling, controlled by or under
common control with the Corporation.
"BOARD" shall mean the Board of Directors of the Corporation.
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"COMMITTEE" shall mean the Compensation Committee of the Board.
"COMMON STOCK" shall mean shares of the common stock, par value $0.01
per share, of the Corporation.
"CORPORATE BENEFITS ADMINISTRATION" shall mean the department of the
Corporation responsible for the day-to-day administration of, and recordkeeping
for, the Plan.
"CORPORATION" shall mean ANC Rental Corporation.
"CONTINUOUS SERVICE" shall mean the period of time, uninterrupted by
the termination of employment, that an Employee has been employed by the
Corporation and/or a Designated Participating Company immediately preceding an
Option Period. Such period of time shall include any approved leave of absence.
"DESIGNATED PARTICIPATING COMPANY" shall mean any Affiliate
characterized as a parent or subsidiary of the Corporation under Code Section
424 that has been designated by the Committee to participate under the Plan.
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"EMPLOYEE" shall mean any employee of the Corporation or a Designated
Participating Company who customarily works at least twenty hours per week and
more than five months in any calendar year.
"EXERCISE DATE" shall mean the last business day of each month.
"FAIR MARKET VALUE" of a share of Common Stock shall be the average of
the high and low trading prices on the applicable date or such other reasonable
method of determining fair market value as the Committee shall adopt.
"NOTICE OF WITHDRAWAL" shall mean the form prescribed by the Committee
which must be completed and executed by a Participant who wishes to voluntarily
withdraw from the Plan.
"OPTION PERIOD" shall mean each period beginning on the first day of a
calendar month and ending on the last business day of that month.
"OPTION PRICE" shall mean the purchase price of a share of Common Stock
as provided in Section 3.1 hereof.
"PARTICIPANT" shall mean any Employee who (i) is eligible to
participate in the Plan under Section 2.1 hereof and (ii) elects to participate.
"PLAN" shall mean this ANC Rental Corporation Employee Stock Purchase
Plan, as the same may be amended from time to time.
"PLAN ACCOUNT" shall mean an account established and maintained under
the Plan in the name of each Participant.
"PLAN MANAGER" shall mean an individual appointed by the Committee as
provided in Section 1.3 hereof.
"PLAN YEAR" shall mean the twelve-month period beginning on January 1
and ending on the following December 31.
"STOCK PURCHASE AGREEMENT" shall mean the form prescribed by the
Committee which must be completed and executed by an Employee who wishes to
participate in the Plan.
1.3 ADMINISTRATION OF PLAN
The Committee shall have the authority to administer the Plan and to
make and adopt rules and regulations not inconsistent with the provisions of the
Plan or the Code. The Committee shall adopt the form of Stock Purchase
Agreement, Notice of Withdrawal and all other forms required hereunder. Its
interpretations and decisions in respect to the Plan shall, subject to the
foregoing, be binding and conclusive. The Committee shall have the authority to
appoint an individual as Plan Manager and to delegate to the Plan Manager such
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authority with respect to the administration of the Plan as the Committee, in
its sole discretion, deems advisable from time to time. The Committee also shall
have the authority to appoint outside administrators, agents and recordkeepers
and to delegate to such appointees such authority with respect to the
administration as the Committee, in its sole discretion, deems advisable from
time to time.
1.4 EFFECTIVE DATE OF PLAN
The Plan shall become effective on the date established for that
purpose by the Committee. The effective date may not be earlier than the date
the Plan is approved by the Board or the date the Plan is approved by the
Corporation's stockholders.
1.5 EXTENSION OR TERMINATION OF PLAN
The Plan shall continue in effect through, and including, December 31,
2010, unless terminated prior thereto pursuant to Section 4.3 hereof, or by the
Board or Committee, each of which shall have the right to extend the term of or
terminate the Plan at any time. Upon termination, the balance, if any, in each
Participant's Plan Account shall be refunded to him or her, or otherwise
disposed of in accordance with policies and procedures prescribed by the
Committee in cases where such a refund may not be possible.
ARTICLE II
PARTICIPATION
2.1 ELIGIBILITY
Each Employee, including members of the Committee and the Plan Manager,
may become a Participant effective as of the Option Period following the date
the employee completes 90 days of continuous service by filing a Stock Purchase
Agreement with Corporation Benefits Administration on or before the 20th day of
the month prior to the commencement of the Option Period. An otherwise eligible
Employee may not, however, participate in the Plan if the Employee owns (or if
participation in the Plan would cause the Employee to own) capital stock
possessing 5% or more of the total voting power of all classes of stock of the
Corporation or of any Affiliate.
2.2 PAYROLL DEDUCTIONS
Payment for shares of Common Stock purchased hereunder shall be made by
authorized payroll deductions in accordance with a Participant's Stock Purchase
Agreement. A Participant's payroll deduction amount should be expressed as a
dollar amount of at least $5 per calendar month (or the approximate equivalent
thereof in other currencies as determined by the Committee from time to time). A
Participant may not increase or decrease his or her payroll deduction election
with respect to an Option Period at any time during such Option Period. However,
a Participant may change his or her payroll deduction election for any
subsequent Option Period by filing notice thereof with Corporate Benefits
Administration on or before the 20th day of the month prior to the commencement
of the Option Period. Payroll deduction amounts shall be credited to a
Participant's Plan Account.
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ARTICLE III
PURCHASE OF SHARES
3.1 OPTION PRICE
The Option Price per share of the Common Stock purchased on any
Exercise Date in the Plan Year beginning in 2000 shall be 90% of the Fair Market
Value of such share on the Exercise Date. Thereafter, the percentage of Fair
Market Value will be established by the Board, provided that in no event shall
it be less than 85%. In addition, in no event shall the Option Price per share
be less than the par value of the Common Stock.
3.2 PURCHASE OF SHARES
On each Exercise Date, the amount in a Participant's Plan Account shall
be charged with the aggregate Option Price of the number of whole and fractional
shares of Common Stock that can be purchased with the amount. The balance, if
any, in a Participant's Plan Account shall be carried forward to the next
succeeding Option Period. The Corporation shall pay the fees and commissions
associated with the purchase of Common Stock under the Plan.
3.3 LIMITATIONS ON PURCHASE
No Participant may purchase shares of Stock hereunder in excess of the
limitations imposed by Section 423(b)(8) of the Code.
3.4 TRANSFERABILITY OF RIGHTS
Rights to purchase shares of Stock hereunder shall be exercisable only
by the Participant. Such rights shall not be transferable.
ARTICLE IV
PROVISIONS RELATING TO COMMON STOCK
4.1 COMMON STOCK RESERVED
The Corporation has reserved 2,000,000 authorized and unissued shares
of Common Stock for issuance under the Plan, subject to adjustment in accordance
with Section 4.2 hereof. The aggregate number of shares that may be purchased
thereafter under the Plan shall not exceed the number of shares reserved for the
Plan.
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4.2 ADJUSTMENT FOR CHANGES IN COMMON STOCK
In the event that adjustments are made in the number of outstanding
shares of Common Stock or such shares are exchanged for a different class of
stock of the Corporation or for shares of stock of any other corporation by
reason of merger, consolidation, stock dividend, stock split or otherwise, the
Committee may make appropriate adjustments in (i) the number and class of shares
or other securities that may be reserved for purchase, or purchased, hereunder
and (ii) the Option Price. All such adjustments shall be made in the sole
discretion of the Committee, and its decision shall be binding and conclusive.
4.3 INSUFFICIENT SHARES
If the aggregate funds available for the purchase of Common Stock on
any Exercise Date would cause an issuance of shares in excess of the number
provided for in Section 4.1 hereof, (i) the Committee shall proportionately
reduce the number of shares which would otherwise be purchased by each
Participant in order to eliminate such excess, and (ii) the Plan shall
automatically terminate immediately after such Exercise Date.
4.4 CONFIRMATION
Purchases of Common Stock hereunder shall be confirmed in writing to
the Participant in statements provided on a quarterly basis. A record of
purchases shall be maintained by appropriate entries on the books of the
Corporation, its transfer agent or the Plan recordkeeper. Participants may
obtain a certificate or certificates for whole shares of Common Stock purchased
hereunder for his or her Plan Account by requesting same in writing.
Participants may obtain cash in lieu of fractional shares by requesting same in
writing.
4.5 RIGHTS AS SHAREHOLDERS
The shares of Common Stock purchased by a Participant on an Exercise
Date shall, for all purposes, be deemed to have been issued and sold at the
close of business on such Exercise Date. Prior to that time, none of the rights
or privileges of a shareholder of the Corporation shall exist with respect to
such shares.
ARTICLE V
TERMINATION OF PARTICIPATION
5.1 VOLUNTARY WITHDRAWAL
A Participant may withdraw from the Plan at any time effective as of
the next succeeding Option Period by filing a Notice of Withdrawal with
Corporation Benefits Administration on or before the 20th day of the month prior
to the commencement of the Option Period. Upon withdrawal, the entire amount, if
any, in a Participant's Plan Account shall be used to purchase whole and
fractional shares of Common Stock pursuant to Section 3.2 hereof on the next
succeeding Exercise Date, and any remaining balance shall be refunded without
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interest or otherwise disposed of in accordance with policies and procedures
prescribed by the Committee in cases where such a refund may not be possible.
Any Participant who withdraws from the Plan may again become a Participant in
accordance with Section 2.1 hereof.
5.2 TERMINATION OF ELIGIBILITY
If a Participant ceases to be eligible under Section 2.1 hereof for any
reason, the entire amount, if any, in his or her Plan Account shall be used to
purchase whole and fractional shares of Common Stock pursuant to Section 3.2
hereof on the next succeeding Exercise Date, and any remaining balance shall be
refunded without interest or otherwise disposed of in accordance with policies
and procedures prescribed by the Committee in cases where such a refund may not
be possible.
ARTICLE VI
SUPPLEMENTAL PLANS
6.1 SUPPLEMENTAL PLANS
The Committee is hereby authorized in its sole discretion to adopt
supplemental plans applicable to employees in jurisdictions other than the
United States. Such plans shall have terms identical to this plan, except that
eligibility to participate may be extended to a class of employees not eligible
under this Plan if the Committee determines that it is advisable for such class
to be so treated due to local law, tax requirements or custom. Any supplemental
plan may adopt the provisions of this Plan by cross-reference, provided that the
maximum number of shares of Common Stock set forth in this Plan from time to
time shall be the maximum number of shares available under the Plan and all
supplemental plans in the aggregate.
ARTICLE VII
GENERAL PROVISIONS
7.1 NOTICES
Any notice that a Participant files pursuant to the Plan shall be made
on forms prescribed by the Committee and shall be effective when received by
Corporate Benefits Administration.
7.2 CONDITION OF EMPLOYMENT
Neither the creation of the Plan nor participation therein shall be
deemed to create any right of continued employment or in any way affect the
right of the Corporation to terminate an Employee.
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7.3 AMENDMENT OF THE PLAN
The Board or the Committee may at any time, or from time to time, amend
the Plan in any respect, except that, without approval of the shareholders, no
amendment may (i) increase the aggregate number of shares reserved under the
Plan other than as provided in Section 4.2 hereof, (ii) materially increase the
benefits accruing to Participants or (iii) materially modify the requirements as
to eligibility for participation in the Plan. Any amendment of the Plan must be
made in accordance with applicable provisions of the Code and/or regulations
issued thereunder, any other applicable law or regulations, and the requirements
of the principal exchange upon which the Common Stock is listed.
7.4 APPLICATION OF FUNDS
All funds received by the Corporation by reason of purchases of Common
Stock hereunder may be used for any corporate purpose.
7.5 LEGAL RESTRICTIONS
The Corporation shall not be obligated to sell shares of Common Stock
hereunder if counsel to the Corporation determines that such sale would violate
any applicable law or regulation.
7.6 GOVERNING LAW
The Plan and all rights and obligations thereunder shall be construed
and enforced in accordance with the laws of the State of Florida and any
applicable provisions of the Code and the related regulations.
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