1
Exhibit 10.15
CSK AUTO CORPORATION
2000 SENIOR EXECUTIVE STOCK LOAN PLAN
1. Purpose. The CSK Auto Corporation 2000 Senior Executive Stock Loan
Plan (the "Plan") has been established by CSK Auto Corporation (the "Company")
to secure for the Company and its shareholders the benefits arising from capital
ownership, and thereby entrepreneurial risk, by those senior executive officers
of the Company and its subsidiaries who are and will be responsible for the
future growth and continued success of the Company and its subsidiaries. The
Plan will provide a means whereby such individuals, pursuant to loans made under
the Plan, may acquire shares of the Company's Common Stock, par value $0.01 per
share ("Common Stock").
2. Administration. Except as set forth in Section 3 below, the
authority to manage and control the operation and administration of the Plan
shall be vested in the Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board"). Any interpretation of the Plan by the
Committee and any decision made by the Committee on any matter within its
discretion is final and binding on all persons. No member of the Committee shall
be liable for any action or determination made with respect to the Plan.
3. Participation. The Chief Executive Officer of the Company, with the
concurrence of the Committee, shall determine and designate from among the
senior executive officers of the Company and its subsidiaries (including
employees who are also directors), the officers who will participate in the Plan
("Participants").
4. Description of Plan and Procedures. For the above-noted purposes,
the Company shall make a loan (a "Loan") to each requesting Participant to
finance the acquisition by a Participant of newly purchased shares of Common
Stock (the "Purchased Shares") in the open market. If the Participant desires to
purchase Common Stock and apply for a Loan, the Participant shall notify the
Company in writing of his intention to purchase such Common Stock and make
application to the Company for such Loan, at least two days prior to the
required funding, by executing and delivering an Election to Participate,
substantially in the form attached hereto as Exhibit A. Upon such timely
application, the Participant will be required to execute and deliver a
promissory note and pledge agreement, each as described below, at which time the
Company will issue its check in the amount of the Loan. This Loan shall be used
only for the purpose of purchasing the Common Stock indicated in the
Participant's notice. It is the Participant's responsibility to effect a
purchase of the Common Stock on the open market, using a broker or dealer of the
Participant's choice, no later than ten (10) calendar days following the date of
the Loan. Under no circumstances, however, will the Participant purchase the
Common Stock directly from the Company. The Participant must request that the
Purchased Shares be received by him or her in certificated form. The Participant
is obligated to furnish to the Secretary of the Company satisfactory evidence
that such purchase was made, such as a confirmed purchase order from the
Participant's broker or dealer. Notwithstanding any other provision of this
Plan, all purchases of Common Stock by Participants shall be made in accordance
with the Company's policy regarding securities trades by Company personnel with
access to material information.
2
5. Purchase Loans. The aggregate principal of any Loan to a Participant
shall not exceed fifty percent (50%) of the purchase price (exclusive of
brokerage fees and other similar expenses in connection with such purchase) of
the Purchased Shares, subject to the following:
(a) Each Loan shall be evidenced by a promissory note (the
"Note") in such form as the Committee shall approve; provided, that the
note shall (i) provide full recourse to the Participant, (ii) provide
for interest at a rate for each fiscal quarter or part thereof equal to
the average rate paid by CSK Auto, Inc. under the revolving portion of
its Senior Credit Facility during such period, (iii) be secured by a
Pledge Agreement (described in subsection 6.1 below), and (iv) comply
with all applicable laws, regulations and rules of the Board of
Governors of the Federal Reserve System and any other governmental
agency having jurisdiction.
(b) Subject to the prepayment provisions of subsection 6.2
below and the acceleration provisions set forth in paragraphs (c) and
(d) below, each Loan shall mature no later than five (5) years after it
is made (the "Maturity Date"), at which time all unpaid principal and
interest shall be payable.
(c) The principal and interest outstanding under a Loan of a
Participant who retires on or after age 65 or whose employment with the
Company and its affiliates terminates by reason of his death or
Disability (as defined below) or is terminated for a reason other than
Cause (as defined below) will not become due and payable until the
Maturity Date of the Loan. All principal and interest outstanding under
a Loan with respect to any other Participant will automatically become
due and payable on the date the Participant's employment with the
Company and its affiliates terminates. "Disability" means, unless
otherwise defined in the Participant's Employment Agreement, if any, a
determination by the Committee in its sole discretion that a
Participant has become "disabled" within the meaning of the Company's
long-term disability plan as in effect at the time. "Cause," unless
otherwise defined in the Participant's Employment Agreement, if any,
shall mean (i) the conviction for the commission of, or a plea of
guilty or nolo contendere made by a Participant in response to a charge
involving, a felony or a crime involving moral turpitude, (ii) the
embezzlement or misappropriation of funds or property of the Company or
any of its subsidiaries, (iii) the continued use of alcohol or drugs to
an extent which interferes with the performance by the Participant of
his or her employment responsibilities, (iv) the intentional,
unauthorized disclosure of proprietary information or confidential
records of the Company or any of its subsidiaries or (v) the willful
failure or refusal to perform those duties reasonably assigned or
delegated to the Participant by the Board (or the Board of Directors of
the Company's subsidiary which employs the Participant) which failure
or refusal continues following (A) such Board of Directors giving Buyer
written notice setting forth the facts or events constituting such
failure or refusal, and (B) a reasonable opportunity to correct the
deficiencies or other problems specified in such notice to the
reasonable satisfaction of such Board.
(d) The Company has the right to accelerate the principal and
interest due under the Loan if any of the following events occurs: (i)
the Participant defaults in the payment of any amount due under the
Loan and the default remains uncured for a period of ten (10) days
after the date the Company gives the Participant notice of the default,
(ii)
2
3
the Participant defaults under or breaches any other covenant,
representation or warranty under the Note, the Pledge Agreement or any
other agreement under the Plan and the default or breach remains
uncured for a period of thirty (30) days after the date the Company
gives the Participant notice of his default or breach, (iii) the
Participant applies for or consents to the appointment of a receiver,
trustee, custodian or liquidator of any of his property, admits in
writing his inability to pay his debts as they mature, makes a general
assignment as a bankrupt or insolvent or is the subject of an order for
relief under the United States Bankruptcy Code or files a voluntary
petition in bankruptcy or a petition or answer seeking an arrangement
with creditors to take advantage of any bankruptcy, insolvency,
readjustment or debt or liquidation law or statute, or an answer
admitting the material allegations of a petition filed against him in
any proceeding under any such law, or (iv) any court of competent
jurisdiction enters an order, judgment or decree, without the
application, approval or consent of the Participant, approving a
petition appointing a receiver, trustee, custodian or liquidator of all
or a substantial part of the assets of the Participant, and such order,
judgment or decree continues unstayed and in effect for a period of
thirty (30) days.
(c) If a Participant fails to make any payment required under
the Participant's Loan when due, the Company may foreclose on the
Pledged Property (as defined in subsection 6.1) and may otherwise
enforce its rights under the Plan and any Note or other agreement
entered into under the Plan.
The aggregate principal amount of all Loans outstanding under the Plan shall
not, without the approval of the Board, exceed $2,000,000, at any time.
6. Pledge of Shares.
6.1 Pledge Agreement. Each Participant shall enter into an
agreement with the Company in such form as the Committee shall approve (the
"Pledge Agreement") to pledge to the Company all of the Purchased Shares, any
non-cash dividends or distributions payable with respect to such shares and any
securities or other property (other than cash) payable in respect of or in
exchange for such shares pursuant to any merger, reorganization, consolidation,
recapitalization, exchange offer or other similar corporate transaction and all
proceeds thereof (collectively, the "Pledged Property") to secure repayment of
the Loan. Notwithstanding the foregoing, in the event that the Committee
determines that a Participant would recognize a net increase in taxable income
from the receipt of any such dividends or distributions, the Committee may in
its discretion permit the Participant to retain a portion of the dividends or
distributions so as to be able to pay all or part of his related increase in
taxes.
(a) Certificates representing shares of stock that consist of
Pledged Property shall bear the following legend in addition to any
other legends that the Company may deem appropriate:
"THIS CERTIFICATE AND THE SHARES OF STOCK AND ALL RIGHTS
HEREBY REPRESENTED ARE SUBJECT TO THE TERMS, CONDITIONS AND
RESTRICTIONS SET FORTH IN THE CSK AUTO CORPORATION 2000 SENIOR
EXECUTIVE STOCK
3
4
LOAN PLAN AND ANY AGREEMENT UNDER THAT PLAN AND THE PLEDGE
AGREEMENT BETWEEN THE OWNER OF SUCH SHARES AND CSK AUTO
CORPORATION AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PLAN AND
AGREEMENTS, COPIES OF WHICH ARE ON FILE AT THE OFFICES OF CSK
AUTO CORPORATION."
(b) Any cash otherwise receivable by the Participant upon an
exchange or conversion of Pledged Property shall instead be paid
directly to the Company and applied to reduce the outstanding Loan
balance (with accrued but unpaid interest being reduced first). Any
cash in excess of that applied against the outstanding Loan balance
shall be paid to the Participant.
6.2. Prepayments of Loan and Releases from Pledge.
(a) A Participant may make voluntary prepayments on the Loan
at any time without penalty in such minimum amounts as the Committee
may determine, which shall be applied first to accrued but unpaid
interest, and then to principal.
(b) In the event that any cash dividend or distribution is
paid by the Company with respect to any Pledged Property relating to
the Loan, the Participant shall make a mandatory prepayment with
respect to the Loan equal to the amount of such dividend or
distribution, which shall be applied first to accrued but unpaid
interest under the Loan, then to principal. Notwithstanding the
foregoing, in the event that the Committee determines that a
Participant would recognize a net increase in taxable income from the
receipt of any such dividends or distributions after giving effect to
any deduction for the related payment under the Loan, the Committee may
in its discretion permit the Participant to retain a portion of the
dividends or distributions so as to be able to pay all or part of his
related increase in taxes.
(c) In the event that the Participant at any time desires to
obtain a release of all or part of any Pledged Property securing the
Loan, as a condition to the release, the Participant shall make
arrangements satisfactory to the Company (i) if the released Purchased
Shares are to be sold contemporaneously with their release, for the
payment directly to the Company by the purchaser of such released
Purchased Shares of all proceeds from the sale of such Shares which
would otherwise be payable to the Participant (such proceeds to be
applied first to accrued but unpaid interest under the Loan, then to
principal, with any proceeds in excess of such amounts being paid by
the Company to the Participant), or (ii) in all circumstances other
than those in (i) above, for the payment by the Participant of all
unpaid amounts outstanding under the Loan, the promissory note
evidencing such Loan and the Pledge Agreement.
4
5
7. Restrictions on Purchased Shares.
(a) Except as provided in the Pledge Agreement in the case of an Event
of Default as defined therein, or as set forth in paragraph 7(c) below, until
the end of the Restricted Period (as defined below):
(i) Purchased Shares may not be sold, assigned, transferred,
pledged hypothecated or transferred in any way (other than by the
Participant's will or the laws of descent and distribution) by the
Participant;
(ii) the certificate representing such shares shall be
registered in the name of the Participant and shall be deposited with
the Company, together with a stock power (in such form as the Company
may determine); and
(iii) the Participant shall be treated as a stockholder with
respect to the Purchased Shares, including the right to vote such
shares.
(b) The "Restricted Period" for each Participant shall mean the period
beginning on the date that the Purchased Shares are acquired by such Participant
and ending on the later of (i) the date that the principal of the Loan and all
unpaid interest thereon is repaid in full or (ii) the first anniversary of the
date that the Purchased Shares are acquired by such Participant.
(c) Notwithstanding the provisions of paragraphs 7(a) and (b) above,
the Committee shall have the authority, in its sole discretion, to permit a
Participant to sell, assign, transfer, pledge, hypothecate or otherwise transfer
his or her Purchased Shares under such conditions as the Committee shall
determine.
8. Transfers at Termination of Restricted Period. At the end of the
Restricted Period with respect to Purchased Shares, the certificate representing
such shares shall be transferred to the Participant (or the Participant's legal
representative or heir) free of all restrictions under the Plan.
9. Additional Collateral. The Committee may, as a condition to
extending a Loan hereunder, require that the Participant collateralize the Loan
by pledging to the Company such other collateral as may from time to time be
required by the Board of Governors of the Federal Reserve Board.
10. General.
10.1. Effective Date. The Plan will become effective upon its
approval by the Company's Board of Directors.
10.2. Agreements Evidencing Participation. At the time of a
Participant's designation as a Participant, the Committee may require a
Participant to enter into one or more agreements with the Company in a form
specified by the Committee agreeing to the terms and conditions of the Plan and
to such additional terms and conditions, not inconsistent with the Plan, as the
Committee may in its discretion prescribe (collectively, "Plan Documents").
5
6
10.3. Nontransferability. No right provided under the Plan to
any Participant may be transferred, pledged or assigned by the Participant
(except, in the event of the Participant's death, by will or the laws of descent
and distribution), and the Company shall not be required to recognize any
attempted assignment of such rights by any Participant.
10.4. Compliance with Applicable Law and Withholding. The
Company shall have the right to require a Participant to pay to the Company the
amount of any taxes that are required to be withheld with respect to a
Participant's participation in the Plan. To the extent permitted by the
Committee, a Participant may elect to have any distribution otherwise required
to be made under the Plan withheld to fulfill any tax withholding obligation.
10.5. No Employment Rights. The Plan does not constitute a
contract of employment, and participation in the Plan will not give any
Participant the right to be retained in the employ of the Company or an
affiliate or the right to continue as a director of the Company or any right or
claim to any benefit under the Plan unless such right or claim has specifically
accrued under the terms of the Plan or the terms of any award under the Plan.
10.6. Governing Law. The Plan and all determinations made and
actions taken thereunder, to the extent not otherwise governed by the laws of
the United States, shall be governed by the internal laws of the State of
Delaware and construed accordingly.
10.7. Amendments and Termination of the Plan. The Board of
Directors may at any time suspend or terminate the Plan, in whole or in part, or
amend it from time to time in such respects as it may deem advisable, including,
without limitation, in order that Loans extended hereunder meet the requirements
of applicable law, regulations, rulings or interpretations of administrative
agencies. No new Loan shall be extended on or after the second anniversary of
the Plan's effectiveness.
6
7
EXHIBIT A
FORM OF
ELECTION TO PARTICIPATE
I hereby elect to participate in the 2000 Senior Executive Stock Loan
Plan (the "Plan") of CSK Auto Corporation (the "Company") and request to borrow
$__________, or such lesser amount as the Company may determine, thereunder for
the purpose of purchasing shares (the "Shares") of the Company's Common Stock,
par value $.01 per share, on the open market through a broker or dealer of my
choice, the name and mailing address of which is set forth below (my "Broker").
I understand that my participation will be subject to the terms of the Plan and
the other documents that are required to be executed in connection with the
Plan.
I acknowledge that (i) I have received and reviewed a copy of the Plan,
and a copy of the Prospectus dated _____________, 2000 covering the Shares to be
acquired under the Plan, as well as copies of the Promissory Note and Stock
Pledge Agreement required to be executed by me upon receipt of a loan under the
Plan (a "Loan"), (ii) by completing, signing and returning this form, I am
agreeing to borrow the amount specified above (or such lesser amount determined
by the Company) and to have the full amount of such Loan applied by my Broker to
the purchase(s) of the Shares, (iii) the proceeds from the Loan shall not exceed
fifty percent (50%) of the total funds used by me to purchase the Shares
(exclusive of brokerage fees and other similar expenses in connection with such
purchase), and (iv) the Loan will be made only in conjunction with, and subject
to, the closing of the open market purchases referred to above and will be on
the terms set forth in the Plan and the above-mentioned Promissory Note and
Stock Pledge Agreement (which I agree to sign and return upon the closing of the
Loan).
I agree that, upon the closing of the Loan and Share purchase(s), the
Shares purchased on my behalf shall be registered in the name of the individual
signing below and that certificates or other instruments representing or
evidencing such Shares shall immediately be delivered to the Company as required
by the above-mentioned Stock Pledge Agreement, along with duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Company.
Broker Name and Address: ____________________________
____________________________
____________________________
____________________________
____________________________
WITNESS my signature below:
Date: ____________, 2000
________________________________________
Name:
Title:
Social Security No.: