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EXHIBIT
10.24
ASBURY AUTOMOTIVE GROUP,
INC.
2002 EQUITY INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
GRANT
This STOCK OPTION GRANT,
dated as of
, (the
“Date of Grant”), is delivered by Asbury Automotive
Group, Inc., a Delaware corporation (the “Company”), to
(the “Grantee”).
RECITALS
The Asbury Automotive Group,
Inc. 2002 Equity Incentive Plan (the “Plan”) provides
for the grant of options to purchase shares of common stock of the
Company, $0.01 par value. The Plan’s Committee has decided to
make an option grant as an inducement for the Grantee to promote
the best interests of the Company and its owners. Except as
otherwise set forth herein, capitalized terms used herein without
definition shall have the meanings assigned thereto in the
Plan.
NOW, THEREFORE, the parties
to this Stock Option Grant, intending to be legally bound hereby,
agree as follows:
1. Grant of
Option. Subject to the terms and conditions set forth in this
Stock Option Grant and in the Plan, and subject to adjustment as
set forth in the Plan, the Company hereby grants to the Grantee an
Option to purchase
Shares at an exercise price of $
per Share, which is not less than one hundred percent
(100%) of Fair Market Value as of the Date of Grant. The
Option shall become vested and exercisable according to
Paragraph 2 below. This Stock Option Grant is subordinate to,
and the terms and conditions of the Options granted hereunder are
subject to, the terms and conditions of the Plan. If there is any
inconsistency between the terms hereof and the terms of the Plan,
the terms of the Plan shall govern.
2. Vesting of
Option. The Option shall become vested and exercisable as of
the following vesting dates, if the Grantee is employed by, or
providing service to, the Company or any of its Subsidiaries as of
the applicable vesting date:
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Vesting
Date
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Vested
Shares
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[VESTING DATES]
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[insert percentages] |
In the event of a Change of
Control (as defined in the Plan) after the date of adoption of the
Plan, the Option, to the extent then outstanding and unexercisable
or unvested, shall automatically be deemed exercisable or vested,
as the case may be, as of immediately prior to such Change of
Control, as contemplated by Section 8 of the Plan. In the
event the Grantee ceases to be employed by the Company or any of
its Subsidiaries due to the Grantee’s death or Disability (as
defined below), the Option, to the extent then outstanding and
unexercisable or unvested, shall automatically be deemed
exercisable or vested, as the case may be, as of the date of the
Grantee’s termination of employment by reason of such death
or Disability. The Committee, in its sole discretion, may
accelerate the vesting or exercisability of all or any portion of
the Option, at any time and from time to time.
3. Term of
Option.
(a) The Option shall
have a term of ten years from the Date of Grant and shall terminate
at the expiration of that period, unless it is terminated at an
earlier date pursuant to the provisions of this Stock Option Grant
(including Paragraph 2 of this Stock Option Grant) or the Plan
(including Section 8 of the Plan).
(b) The Option shall
automatically terminate upon the happening of the first of the
following events:
(i) Ninety days after
the Grantee ceases to be employed by the Company or one of its
Subsidiaries, if the termination is for any reason other than
resignation (except resignation in connection with Retirement),
Cause, death or Disability;
(ii) The date on which the
Grantee ceases to be employed by the Company or one of its
Subsidiaries by reason of resignation (except resignation in
connection with Retirement) or for Cause; or
(iii) One year after the
Grantee ceases to be employed by the Company or one of its
Subsidiaries by reason of death or Disability.
Notwithstanding the
foregoing, in no event may the Option be exercised after the date
that is ten years from the Date of Grant. Any portion of the
Option that is not vested at the time the Grantee ceases to be
employed by, or provide services to, the Company or any of its
Subsidiaries shall immediately terminate.
For purposes of this Stock
Option Grant, “Cause” shall have the meaning set forth
in any employment agreement then in effect between the Grantee and
the Company or any of its Affiliates or, if not defined in any such
agreement, “Cause” shall mean a finding by the
Committee that the Grantee (A) has breached his or her
employment or service contract with the Company or any of its
Affiliates, (B) has engaged in disloyalty to the Company or
any of its Affiliates, including, without limitation, fraud,
embezzlement, theft, commission of a felony or proven dishonesty in
the course of his or her employment or service, (C) has
disclosed trade secrets or confidential information of the Company
or any of its Affiliates to persons not entitled to receive such
information or (D) has engaged in such other behavior
detrimental to the interests of the Company or any of its
Affiliates as the Committee determines. The determination of the
existence of Cause shall be made by the Committee in good faith,
which determination shall be conclusive for purposes of this Stock
Option Grant.
2
For purposes of this Stock
Option Grant, “Retirement” shall mean resignation from
the Company and its Subsidiaries if, by the time of such
resignation, the Grantee has (A) attained age 60 and
(B) completed no less than 10 years of service with the
Company and its Subsidiaries.
For purposes of this Stock
Option Grant, “Disability” shall have the meaning set
forth in any employment agreement then in effect between the
Grantee and the Company or any of its Affiliates or, if not defined
in any such agreement, “Disability” shall mean a
physical or mental disability or infirmity that prevents the
performance by the Grantee of his or her duties in the course of
the Grantee’s employment by the Company or any of its
Subsidiaries lasting (or likely to last) for a continuous period of
six months or longer. The determination of the existence of
Disability shall be made by the Committee in good faith, and the
Committee’s determination shall be conclusive for purposes of
this Stock Option Grant.
4. Exercise
Procedures.
(a) Subject to the
provisions of this Stock Option Grant and the Plan, the Grantee may
exercise the vested Option, in whole or in part, by delivering a
notice of exercise to the Company, in the manner provided in
Paragraph 11 below, with payment of the exercise price in
accordance with the terms of the Plan and this Stock Option
Agreement; provided the Option may be exercised with respect to
whole Shares only. Such notice shall specify the number of Shares
for which the Option is being exercised. Payment of the exercise
price may be made in cash, or its equivalent, or (i) by
exchanging Shares owned by the Grantee (which are not the subject
of any pledge or other security interest and which have been owned
by such Grantee for at least 6 months), or (ii) if there shall
be a public market for the Shares at such time, subject to such
rules as may be established by the Committee, through delivery of
irrevocable instructions to a broker to sell the Shares otherwise
deliverable upon the exercise of the Option and to deliver promptly
to the Company an amount equal to the aggregate exercise price, or
by a combination of the foregoing; provided that the combined value
of all cash and cash equivalents and the Fair Market Value of any
such Shares so tendered to the Company as of the date of such
tender is at least equal to such aggregate exercise price. No
Shares shall be delivered pursuant to exercise of the Option until
payment in full of the aggregate exercise price therefor is
received by the Company. Wherever in the Plan or this Stock Option
Grant the Grantee is permitted to pay the exercise price of the
Option or taxes relating to the exercise of the Option by
delivering Shares, the Grantee may, subject to procedures
satisfactory to the Committee, satisfy such delivery requirement by
presenting proof of beneficial ownership of such Shares, in which
case the Company shall treat the Option as exercised without
further payment and shall withhold such number of Shares from the
Shares acquired by the exercise of the Option. Notwithstanding any
other provision of the Plan or this Stock Option Grant to the
contrary, the Option may not be exercised prior to the completion
of any registration or qualification of the Option or Shares under
applicable state and federal securities or other laws, or
un
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