Exhibit 10.2
FINANCIAL FEDERAL CORPORATION
2006 STOCK INCENTIVE PLAN
STOCK UNIT AGREEMENT
Financial
Federal Corporation, a Nevada corporation
(the "Company"), hereby awards Stock Units ("Units") to the
Participant named below. The terms and conditions of the
Award
are set forth in this cover sheet and the attached Stock Unit
Agreement and in the 2006 Stock Incentive Plan (the "Plan").
Date of Award: _____________
Name of Participant: __________________
Number of Shares of Common Stock Subject to the Award:
______
By signing
this cover sheet, you agree to all
of the terms
and conditions described in the
attached
Stock Unit Agreement and in the Plan.
You are also
acknowledging receipt of this
Agreement
and copies of the Plan and the
Plan's
Prospectus.
Also please
note that, by accepting this
Award, you
are agreeing that your Restricted
Stock
Agreement dated February 22, 2006, shall
be amended
as set forth in the attached Stock
Unit
Agreement.
Date: _____________
Company:
Participant:
By:
Steven F.
Groth
_____________
Senior Vice President and
Chief Financial Officer
By:
Troy H. Geisser
Senior Vice President and Secretary
Attachment
FINANCIAL FEDERAL CORPORATION
2006 STOCK INCENTIVE PLAN
STOCK UNIT AGREEMENT
The Plan and The text of the Plan is incorporated in this
Other Agreement by this
reference. You and the Company
Agreements agree to execute such further instruments
and to
take such further action as may reasonably be
necessary to carry out the intent of this
Agreement. Unless otherwise defined in this
Agreement, certain capitalized terms used in this
Agreement are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Company regarding
this Award of Stock Units. Any prior agreements,
commitments or negotiations are superseded.
Award of The Company awards you Stock Units
with respect to
Stock Units the number of shares of Common Stock shown on
the
cover sheet of this Agreement. The Award is
subject to the terms and conditions of this
Agreement and the Plan. This Award is intended to
satisfy the requirements of section 409A of the
Code ("Section 409A") and will be interpreted
accordingly.
Vesting and Except as otherwise provided in this Agreement,
so
Payment long as you continuously are
employed by the
Events Company, you will
receive delivery as to all of the
number of your Shares subject to your Stock Units
on the earlier of:
(a) six months after the date of your
separation from service with the Company for
any reason (other than if your employment was
terminated by the Company for Cause) provided
such termination occurs on or after your
"Vesting Date," which shall be ____________
____;
(b) the date of your death;
(c) the date of your Disability (provided you
become "disabled" within the meaning of
Section 409A and such Disability occurs before
you separate from service); or
(d) the date of a Change In Control (provided
such Change In Control is an event described
in Section 409A(a)(2)(A)(v) and such Change In
Control occurs either before you separate from
Service or on or after your Vesting Date).
However, your Stock Units will become vested, and
the Shares subject to your Stock Units will be paid
upon your separation from service with the Company
(except as provided in the next sentence), on a pro-
rata basis in the event of termination of
employment by the Company before your Vesting Date
without Cause or by you for
Good Reason, with such
pro-rata amount to be the nearest whole number that
is equal to the number of Stock Units multiplied by
a fraction (x) the numerator of which is the number
of whole
months of your continuous employment
beginning on the Date of Award and ending on the
date your employment terminates and (y) the
denominator of which is the number of whole months
from the Date of Award to your Vesting Date. If
you are a "specified employee" within the meaning
of Section 409A when you separate from service,
payment shall be made on the date that is six
months after your separation from service.
Notwithstanding anything to the contrary in this
Agreement, the Board of Directors (or a
compensation committee of the Board of Directors),
in its sole discretion, may at any time accelerate
the vesting for any or all of this Stock Unit
grant, provided that such acceleration does not
change the time or form of payment, except to the
extent permitted by Section 409A.
Settlement Upon the payment event described above, the
Company
in Shares will issue to you or your
duly-authorized
transferee, free from vesting restrictions (but
subject to such legends as the Company determines
to be appropriate), one Share for each vested Unit,
as the case may be. Fractional shares will not be
issued, and cash will be paid in lieu thereof.
Certificates shall not be delivered to you unless
you have made arrangements satisfactory to the
Committee to satisfy tax-withholding obligations
(if any).
Until the Shares subject to this Award are issued
to you, you will not have any rights (including
voting rights) as a shareholder with respect to
this Award.
Dividend While your Stock Units are
outstanding, you or your
Equivalents duly-authorized transferee shall also be
entitled
to receive, with respect to each Stock Unit
outstanding, a cash payment equal to the per Share
cash dividend paid to the holders of Shares
generally based on a record date occurring on or
after the Award Date. Such payment shall be made
at the same time as dividend payments are made to
Company common stockholders.
Definition "Cause" shall mean the good faith
determination by
of "Cause" the Company (or its Parent or Subsidiary) in
its
sole discretion that your continuous service with
the Company should be terminated due to one or more
of the following:
(a) You have engaged in an act or acts of
gross misconduct or negligence that have
materially harmed or materially damaged the
Company. You will be notified in writing of
such misconduct or negligence and such notice
will specifically reference potential
termination of employment;
(b) Your repeated failure to follow the
lawful instructions of the Company following
written
notice. Such written notice will
specifically reference potential termination
of employment;
(c) You have misappropriated Company
property;
(d) You have been convicted of, or plead "no
contest" to, a felony; or
(e) You have exhibited a repeated inability
to competently perform the essential functions
of your job which has been memorialized in the
Company's records and has resulted in material
harm or material damage to the Company.
Definition For purposes of this Agreement, termination
of your
of "Good continuous service with the
Company by you for
Reason" "Good Reason" shall mean your
resignation as an
Employee within thirty (30) days after the
occurrence (without your written consent) of any of
the following:
(a) Any reduction (in the aggregate) in your
base salary by more than 25%, unless all
similarly situated executives incur the same
proportionate reduction in base
salary; or
(b) A material diminishment in your position,
job duties and/or responsibilities.
Leaves
of &
