Exhibit
10.15
STOCK OPTION
PLAN
FOR
FIRSTPLUS FINANCIAL GROUP,
INC.
TABLE OF
CONTENTS
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Page
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1
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1
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5
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Conditions for Grant of
Options
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5
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6
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6
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Exercise and Exercisability of
Options
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6
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Termination of Option
Period
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7
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Incentive Stock Options for 10%
Shareholder
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8
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8
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Acceleration and
Cancellation
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8
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8
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Transferability of Options or Restricted
Stock
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9
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10
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11
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Administration of the
Plan
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12
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13
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13
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Amendment and Discontinuation of the
Plan
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13
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Effective Date and Termination
Date
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14
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STOCK OPTION
PLAN
FOR
FIRSTPLUS FINANCIAL GROUP,
INC.
1.
Purpose . The primary purpose of this Stock Option Plan
is to advance the interests of FIRSTPLUS Financial Group, Inc. by
providing an additional incentive in the form of stock options and
restricted stock to attract and retain qualified and competent
employees upon whose efforts and judgment its success is largely
dependent.
2.
Definitions . As used herein, the following terms shall
have the meaning indicated:
(a) “ Available Shares
” shall mean, at each time of
reference, the total number of Shares described in
Section 3 with respect to which the
Committee may Grant an Option or Restricted Stock.
(b) “ Board ” shall
mean the Board of Directors of the Company.
(c) “ Cause ” shall
mean, as determined by the Board and unless otherwise provided in
an applicable employment agreement with the Company or a Subsidiary
Corporation, (i) gross negligence or willful misconduct in
connection with the performance of duties, (ii) conviction of a
criminal offense (other than minor traffic offenses), or (iii)
material breach of any term of any employment, consulting or other
services, confidentiality, intellectual property or non-competition
agreements, if any, between the Employee and the Company or a
Subsidiary Corporation.
(d) “ Change in Control
” shall mean:
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a dissolution
or liquidation, or sale of substantially all of the operating
assets of the Company;
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a merger or
consolidation (other than a merger effecting a re-incorporation of
the Company in another state or any other merger or a consolidation
in which the shareholders of the surviving corporation and their
proportionate interests therein immediately after the merger or
consolidation are substantially identical to the shareholders of
the Company and their proportionate interests therein immediately
prior to the merger or consolidation) in which the Company is not
the surviving corporation (or survives only as a subsidiary of
another corporation in a transaction in which the shareholders of
the parent of the Company and their proportionate interests therein
immediately after the transaction are not substantially identical
to the shareholders of the Company and their proportionate
interests therein immediately prior to the transaction; provided,
however, that the Board of Directors may at any time prior to such
a merger or consolidation provide by resolution that the foregoing
provisions of this parenthetical shall not apply if a majority of
the board of directors of such parent immediately after the
transaction consists of individuals who constituted a majority of
the Board of Directors immediately prior to the transaction);
or
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an event where
(i) any “person” (as such term is used in Sections
13(d) and 14(d)(2) of the Exchange Act) other than an employee
stock ownership plan or the Company, becomes the beneficial owner
(as such term is used in Section 13(d) of the Exchange Act),
directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the combined voting power of the
Company’s then outstanding securities, or (ii) the Board of
Directors ceases to consist of a majority of Continuing Directors;
provided that “Continuing Directors” shall mean a
member of the Board of Directors who either (iii) is a member of
the Board of Directors on the effective date of the Plan or (iv) is
nominated or appointed to serve as a Director by a majority of the
then Continuing Directors.
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(e) “ Code ”
shall mean the Internal Revenue Code of
1986, as now or hereafter amended, and corresponding guidance
thereunder.
(f) “ Committee ”
shall mean the committee, if any, appointed
by the Board pursuant to Section 16 hereof, and for convenience of
reference, all references herein to administration shall be to the
Committee, but shall be understood to refer to the Board if the
Committee is not appointed at the time of reference. Unless the
Board determines otherwise, the Committee shall be comprised solely
of not less than two (2) or more members of the Board, each of whom
shall be both a “Non-Employee Director,” as that term
is defined in Rule 16b-3(b)(3)(i) of the Exchange Act, and an
“outside director” within the meaning of
Section 162(m) of the Code.
(g) “ Company ”
shall mean FIRSTPLUS Financial Group, Inc.,
a Nevada corporation.
(h) “ Director ” shall
mean a member of the Board.
(i) “ Date of Grant ”
shall mean the date on which the Committee takes formal action to
Grant an Option or Restricted Stock, provided that it is followed,
as soon as reasonably possible, by written notice to the Eligible
Person receiving the Option or Restricted Stock.
(j) “ Disability ”
shall mean an Optionee’s or Grantee’s present
incapacity resulting from an injury or illness (either mental or
physical) which, in the reasonable opinion of the Committee based
on such medical evidence as it deems necessary, will result in
death or can be expected to continue for a period of at least
twelve (12) months and will prevent the Optionee or Grantee from
performing the normal services required of the Optionee or Grantee
by the Company, provided, however, that such disability did not
result, in whole or in part: (i) from chronic alcoholism; (ii) from
addiction to narcotics; (ii) from a felonious undertaking; or (iv)
from an intentional self-inflicted wound; provided, however, for
Incentive Stock Options, “disability” shall have the
meaning set forth in Section 22(e)(3) of the Code.
(k) “ Eligible Person
” shall mean such persons who are (1) officers, Directors, or
Employees of the Company, or (2) Employees of Olé Auto Group,
Inc. and who, in the Committee’s sole discretion, are
providing services which will play a key role in the performance of
the Company or Olé Auto Group, Inc.
(l) “ Employee ”
shall mean those persons who are shown as
employees on the employment records of the Company or a Subsidiary
Corporation and for whom the Company or a Subsidiary Corporation
has an obligation to withhold income taxes from wages paid to such
persons as provided under Section 3401(c) of the Code.
(m) “ Exchange Act ”
shall mean the Securities Exchange Act of 1934, as amended from
time to time, including applicable regulations
thereunder.
(n) “ Fair Market Value
” shall mean the price at which Shares would exchange hands
between a willing buyer and willing seller, neither of whom are
under compulsion to buy or sell, as determined by the Committee in
their sole discretion; provided however that:
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If the Stock
was traded over-the-counter on the date in question but was not
traded on the Nasdaq Capital Market, Nasdaq Global Market or Nasdaq
Global Select Market, then the Fair Market Value shall be equal to
the last transaction price quoted for such date by the OTC Bulletin
Board or, if not so quoted, shall be equal to the mean between the
last reported representative bid and asked prices quoted for such
date by the principal automated inter-dealer quotation system on
which the Stock is quoted or, if the Stock is not quoted on any
such system, by the “Pink Sheets” published by the
National Quotation Bureau, Inc.;
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If the Stock
was traded on a United States stock exchange, including without
limitation the Nasdaq Capital Market, Nasdaq Global Market or
Nasdaq Global Select Market, on the date in question, then the Fair
Market Value shall be equal to the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system on the Date of Grant, or if unavailable,
for the last market trading day prior to Date of Grant, as reported
in The Wall Street Journal or such other source as the
Committee deems reliable;
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at such time as
the Shares are not readily tradable on a national stock exchange or
quoted on NASDAQ, it shall mean a value determined by the Committee
that is based upon the facts and circumstances, takes into
consideration relevant factors and which is determined by the
reasonable application of a reasonable valuation method, including
without limiting the generality of the forgoing, a valuation
determined by an independent appraisal.
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(o)
“Grant” means an award of an Option or Restricted Stock
under the Plan.
(p)
“Grantee”
shall mean a person to whom
Restricted Stock is granted, or any person who succeeds to the
rights of such person under this Plan by reason of the death of
such person.
(q) “ Incentive Stock Option
” shall mean an Option that is an incentive stock option as
defined in Section 422(b) of the Code.
(r) “ Nonqualified Stock
Option ” shall mean an Option that is not an
“Incentive Stock Option” as defined in Section 422(b)
of the Code.
(s) “ Option ” (when
capitalized) shall mean any Incentive Stock Option and Nonqualified
Stock Option granted under this Plan, except that, where it shall
be appropriate to identify a specific type of Option, reference
shall be made to the specific type of Option.
(t) “ Optionee ” shall
mean a person to whom an Option is granted, or any person who
succeeds to the rights of such person under this Plan by reason of
the death of such person.
(u) “ Option Price ”
shall mean the price per Share which is required to be paid by the
Optionee in order to exercise his right to acquire the Share under
the terms of the Option.
(v) “ Parent Corporation
” means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the
time of the granting of the Option or Restricted Stock, each of the
corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
(w) “ Plan ” shall
mean this Stock Option Plan for FIRSTPLUS Financial Group,
Inc.
(x)
“Restricted
Stock” shall
mean Shares awarded to a Grantee pursuant to Section 15 hereof,
that are subject to restrictions and risk of forfeiture.
(y)
“Restricted Stock
Agreement” shall mean the Restricted Stock Agreement
between the Company and the Grantee that evidences and sets out the
terms and conditions of the Grant of Restricted Stock.
(z) “ Share(s) ” shall
mean a share or shares of the Stock (as defined herein).
(aa) “ Stock ” shall
mean the common stock, $.01 par value, of the Company.
(bb) “ Subsidiary Corporation
” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option or Restricted Stock, each of
the corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
3.
Available
Shares . The
Committee may Grant Options or Restricted Stock to Eligible Persons
from time to time which will entitle such Eligible Persons, subject
to satisfaction of whatever requirements are imposed by the
Committee, to acquire an aggregate of up to four million five
hundred thousand (4,500,000) Shares from Shares held in the
Company’s treasury or from authorized and unissued Shares.
The maximum number of Shares which may be reserved for issue
pursuant to Incentive Stock Options under this Plan shall be four
million five hundred thousand (4,500,000). If any Option or
Restricted Stock Agreement shall terminate, expire or be canceled,
exchanged or surrendered, in whole or in part, then new Options or
Restrict Stock may be granted with respect to any Shares no longer
subject to purchase under such Option or Restricted Stock
Agreement. Notwithstanding the preceding paragraphs, the maximum
number of Shares which may be granted under an Option in any fiscal
year to an Employee of the Company or a Subsidiary Corporation
shall not exceed four million five hundred thousand (4,500,000)
Shares of common stock.
4.
Conditions for Grant of
Options .
(a) Options shall only be granted to such one (1)
or more Eligible Persons as shall be selected by the
Committee.
(b) In granting Options, the Committee shall take
into consideration the contribution the Eligible Person has made or
may be reasonably expected to make to the success of the Company
and such other factors as the Committee shall determine. The
Committee shall also have the authority to consult with and receive
recommendations from officers and other personnel of the Company
with regard to these matters. The Committee may from time to time,
in granting Options under the Plan, prescribe such other terms and
conditions concerning such Options as it deems appropriate,
including, without limitation, relating an Option to achievement of
specific goals established by the Committee or to the continued
employment of the Eligible Person for a specified period of time,
provided that such terms and conditions are not inconsistent with
the provisions of this Plan, and the Committee may amend Options,
subject to the same conditions and with the consent of the affected
Optionee.
(c) The Options granted to Eligible Persons shall
be in addition to regular salaries, pension, life insurance, or
other benefits related to their service to the Company. Neither the
Plan nor any Option granted under the Plan shall confer upon any
person any right to continuance of employment by the Company, and
provided, further, that nothing herein shall be deemed to limit the
ability of the Company to enter into any other compensation
arrangements with any Eligible Person.
(d) The Committee shall determine in each case
whether periods of military or government service shall constitute
a continuation of employment for the purposes of this Plan or any
Option. Absence on leave approved by an officer of the Company or
of any Subsidiary Corporation authorized to give such approval
shall not be considered an interruption of employment for any
purpose under this Plan, but only so long as such Employee’s
approved leave of absence, measured from the first day of his or
her leave of absence, has not exceeded the greater of: (i) ninety
(90) days, or (ii) the period during which such Employee’s
right to reemployment with the Company or with a Subsidiary
Corporation (or, for purposes of Incentive Stock Options only, with
a Parent Corporation or Subsidiary Corporation) is guaranteed
either by statute or contract.
(a) An Option granted hereunder shall be either an
Incentive Stock Option or a Nonqualified Stock Option, shall be
evidenced by a written agreement that shall contain such provisions
as shall be selected by the Committee, will incorporate the terms
of this Plan by reference (although such terms may be modified by
the express terms of the Option), and which clearly shall state
whether it is an Incentive Stock Option or a Nonqualified Stock
Option; provided, further, that an Incentive Stock Option will be
granted only to an Eligible Person who is an Employee on the Date
of Grant.
(b) The aggregate Fair Market Value (determined as
of the Date of Grant) of the Shares with respect to which any
Incentive Stock Option is exercisable for the first time by an
Optionee during
