Exhibit 4
SONIC AUTOMOTIVE,
INC.
2005 FORMULA RESTRICTED STOCK
PLAN
FOR NON-EMPLOYEE
DIRECTORS
AMENDED AND RESTATED AS OF MAY
11, 2009
ARTICLE 1. PURPOSE AND EFFECTIVE
DATE
1.1 Purpose of the Plan . The
purpose of the Sonic Automotive, Inc. 2005 Formula Restricted Stock
Plan for Non-Employee Directors (the “Plan”) is to
promote the interests of the Company and its stockholders by
providing Non-Employee Directors with an ownership interest in the
Company in order to more closely align their interests with those
of the Company’s stockholders and to enhance the
Company’s ability to attract and retain highly qualified
Non-Employee Directors. The Plan is intended to constitute a
“formula plan” within the meaning of Rule 16b-3
promulgated by the Securities and Exchange Commission under the
Exchange Act and shall be construed accordingly.
1.2 Effective Date . The Plan
was initially effective upon its adoption by the Board of Directors
on February 10, 2005, subject to the requisite approval of the
Company’s stockholders which was obtained on April 21,
2005. The Plan was subsequently amended and restated effective as
of April 19, 2007, subject to the requisite approval of the
Company’s stockholders at the 2007 Annual Meeting of
Stockholders which was obtained on April 19, 2007. This
amendment and restatement is a continuation of the Plan and shall
be effective as of May 11, 2009, subject to the requisite
approval of the Company’s stockholders at the 2009 Annual
Meeting of Stockholders.
ARTICLE 2.
DEFINITIONS
2.1 Definitions . As used in
the Plan, the following capitalized terms shall have the meanings
set forth below:
(a) “Average Market
Value” means the average of the closing sale price of the
Common Stock on the principal securities exchange on which the
Common Stock is then traded for the twenty (20) trading days
immediately preceding the Grant Date.
(b) “Board” or
“Board of Directors” means the Board of Directors of
the Company.
(c) “Change in Control”
means any merger or consolidation in which the Company is not the
surviving corporation and which results in the holders of the
outstanding voting securities of the Company (determined
immediately prior to such merger or consolidation) owning less than
a majority of the outstanding voting securities of the surviving
corporation (determined immediately following such merger or
consolidation), or any sale or transfer by the Company of all or
substantially all of its assets or any tender offer or exchange
offer for, or the acquisition, directly or indirectly, by any
person or group of, all or a majority of the then-outstanding
voting securities of the Company.
(d) “Code” means the
Internal Revenue Code of 1986, as amended from time to time, or any
successor act thereto. Reference to any section of the Code shall
be deemed to include reference to applicable regulations or other
authoritative guidance thereunder, and any amendments or successor
provisions to such section, regulations or guidance.
(e) “Common Stock” means
the Class A common stock of the Company, par value $0.01 per
share.
(f) “Company” means
Sonic Automotive, Inc., a Delaware corporation, or any successor
thereto.
(g) “Director” means a
member of the Board of Directors.
(h) “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time,
or any successor act thereto. Reference to any section of (or rule
promulgated under) the Exchange Act shall be deemed to include
reference to applicable rules, regulations or other authoritative
guidance thereunder, and any amendments or successor provisions to
such section, rules, regulations and guidance.
(i) “Grant Date” means
the date on which a grant of Restricted Stock is made to a
Non-Employee Director pursuant to Section 6.1.
(j) “Non-Employee
Director” means a member of the Board of Directors who is not
an employee of the Company or any of its Subsidiaries.
1
(k) “Plan” means this
Sonic Automotive, Inc. 2005 Formula Restricted Stock Plan for
Non-Employee Directors, as amended from time to time.
(l) “Restricted Stock”
means Common Stock granted to Non-Employee Directors pursuant to
Article 6, which Common Stock is nontransferable and subject
to a substantial risk of forfeiture.
(m) “Restricted Stock
Award” means a grant of Restricted Stock.
(n) “Subsidiary” means a
corporation, partnership, limited liability company, joint venture
or other entity in which the Company directly or indirectly
controls more than fifty percent (50%) of the voting power or
equity or profits interests.
ARTICLE 3.
ADMINISTRATION
Subject to the provisions of the
Plan, the Board shall have full and exclusive power to administer
the Plan; to construe and interpret the Plan and any agreement or
instrument entered into under the Plan; to establish, amend or
waive rules and regulations for the Plan’s administration;
and to delegate ministerial administrative responsibilities under
the Plan. Determinations made with respect to an individual
Non-Employee Director shall be made without participation by such
Non-Employee Director. All determinations, decisions and
interpretations made by the Board pursuant to the provisions of the
Plan shall be final, conclusive and binding on all parties,
including Non-Employee Directors, the Company, the Company’s
stockholders, and any other interested persons.
ARTICLE 4. STOCK SUBJECT TO THE
PLAN
4.1 Stock Available Under the
Plan . Subject to adjustments as provided in Section 4.2,
the aggregate number of shares of Common Stock that may be issued
in connection with Restricted Stock Awards granted under the Plan
is Three Hundred Forty Thousand (340,000) shares. Shares of
Common Stock issued under the Plan may be shares of original
issuance, shares held in the treasury of the Company or shares
purchased in the open market or otherwise. Shares of Common Stock
covered by Restricted Stock Awards which are forfeited or canceled
for any reason shall be available for further grants under the
Plan.
4.2 Adjustments . In the
event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation or similar
transaction or other change in corporate capitalization affecting
the Common Stock, equitable adjustments and/or substitutions, as
applicable, shall be made by the Board to (a) the maximum
number and kind of shares that may be issued under the Plan as set
forth in Section 4.1; and (b) the number and kind of
shares that are subject to then outstanding Restricted Stock
Awards. Notwithstanding the foregoing, the Board, in its
discretion, shall make such adjustments as are necessary to
eliminate fractional shares that may result from any adjustments
made pursuant hereto. Except as expressly provided herein, the
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock covered by an
outstanding Restricted Stock Award.
ARTICLE 5.
PARTICIPATION
Each Non-Employee Director shall be
eligible to receive Restricted Stock Awards as described below in
Article 6 during his or her tenure as a Non-Employee
Director.
ARTICLE 6. FORMULA GRANTS OF
RESTRICTED STOCK
6.1 Formula Grants of Restricted
Stock . Subject to the terms of the Plan, Restricted Stock
shall be granted to Non-Employee Directors automatically and
without further action of the Board of Directors as
follows:
(a) Annual Grants . On the
first business day following each annual meeting of the
Company’s stockholders beginning with the 2005 Annual Meeting
of Stockholders, each Non-Employee Director who is then a member of
the Board shall receive a grant of Restricted Stock consisting of
that number of shares that equals $60,000 divided by the Average
Market Value of the Common Stock as of the Grant Date, rounded up
to the nearest whole share; provided, however, that for the Grant
Date immediately fol
