Exhibit 10.38
FINANCIAL FEDERAL CORPORATION
2001 MANAGEMENT INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Financial Federal Corporation, a Nevada corporation
(the "Company"), hereby awards shares of
Restricted Stock
("Shares") to the Participant named below.
The terms and
conditions of the Award are set forth in
this cover sheet and the
attached Restricted Stock Agreement and in
the 2001 Management
Incentive Plan (the "Plan").
Date of Award: September 28, 2005
Name of Participant: Paul R. Sinsheimer
Number of Shares of Restricted Stock
Awarded: 17,790
Amount Paid by Participant for the Shares
of Restricted Stock
Awarded: $ 0.00
Aggregate Fair Market Value of Restricted
Stock on Date of Award:
$708,042
Vesting Start Date: September 28, 2005
By signing this cover sheet, you agree to all
of the terms and conditions described in the
attached Restricted Stock Agreement and in the
Plan. You are also
acknowledging receipt of
this Agreement and a copy of the Plan.
Dated: September 28, 2005
Company:
Participant:
By: /s/ Steven F. Groth
/s/ Paul R.Sinsheimer
-------------------------
---------------------
Steven F. Groth
Paul R. Sinsheimer
Senior Vice
President and
Chief Financial
Officer
By: /s/ Troy H. Geisser
-----------------------------------
Troy H.
Geisser
Senior Vice
President and Secretary
FINANCIAL FEDERAL CORPORATION
2001 MANAGEMENT INCENTIVE PLAN
RESTRICTED STOCK 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, the attached Exhibits and the Plan
constitute the entire understanding between you and
the Company regarding this Award of Restricted
Stock. Any prior
agreements, commitments or
negotiations are superseded.
Award of The Company
awards you the number of shares of
Restricted Restricted Stock shown on
the cover sheet of this
Stock
Agreement. The Award
is subject to the terms and
conditions of this Agreement and the Plan.
Vesting Except as
otherwise provided in this Agreement and
subject to satisfaction of the performance
conditions established for this Award by the
Company's Compensation Committee ("Performance
Conditions"), so long as you continuously serve as
the Company's Chief Executive Officer ("CEO") you
will become incrementally vested as to the number
of shares of Restricted Stock per the following.
Vesting Dates
Shares Vesting
September 28, 2006
4,448
September 28, 2007
4,447
September 28, 2008
4,448
September 28, 2009 4,447
Total
17,790
However, if your continuous service as CEO is
terminated either by (i) the Company (or Parent or
Subsidiary) without Cause, (ii) death, (iii)
Disability, (iv) Retirement (where, for purposes of
this Agreement, "Retirement" shall mean your
termination of employment with the Company or a
subsidiary for any reason (other than due to death,
Disability or by the Company or a subsidiary for
Cause) on or after attainment of the age of sixty-
two), or (v) you for Good Reason, or if there is a
Sale of Company, then any unvested Restricted Stock
shall be
vested in full upon such event (provided
that this Award of Restricted Stock has not been
previously forfeited due to non-satisfaction of the
Performance Conditions).
Except as otherwise provided in this Agreement, in
the event that your continuous service as CEO
ceases prior to the fourth anniversary of the
Vesting Start Date, you will forfeit to the Company
all of the shares of Restricted Stock subject to
this Award that have not yet vested as of the date
your continuous service terminates as CEO.
Notwithstanding anything to the contrary in this
Agreement, the Board of Directors, in its sole
discretion, may at any time accelerate the date
upon which any or all of this Restricted Stock
grant is vested.
Escrow The
certificates for the Restricted Stock shall be
deposited in escrow with the Secretary of the
Company (or his designee) to be held in accordance
with the provisions of this paragraph. Each
deposited certificate shall be accompanied by a
duly executed
Assignment Separate from Certificate
in the form attached hereto as Exhibit A. The
deposited certificates, shall remain in escrow
until such time as the certificates are to be
released or otherwise surrendered for cancellation
as discussed below.
Upon delivery of the
certificates to the Company, you shall be issued an
instrument of deposit acknowledging the number of
shares of Restricted Stock delivered in escrow to
the Secretary of the Company.
All regular cash dividends, if any, on the
Restricted Stock shall be paid directly to you and
shall not be held in escrow.
The Restricted Stock held in escrow hereunder shall
be subject to the following terms and conditions
relating to their release from escrow or their
surrender to the Company, provided, however, that
the minimum number of shares released to you in any
individual release of share certificates must be at
least twenty-five (25) shares (unless the release
represents your final release of share certificates
from escrow):
* When
your interest in the Restricted Stock
vests, the certificates for such vested Restricted
Stock shall be released from escrow and delivered
to
you, at your request, in accordance with the
following schedule.
* The
release of any vested Restricted Stock
from escrow shall be effected within thirty (30)
days
following the applicable date(s) of vesting of
shares pursuant to this Agreement.
* Upon
termination of your continuous service as
CEO by you for Good Reason or by the Company (or
Parent or Subsidiary) without Cause, or by death,
Disability or Retirement, or if there is a Sale of
Company, any unvested Restricted Stock shall become
vested and released from escrow within thirty (30)
days of the applicable event. Upon termination of
your continuous service as CEO for any other
reason, any unvested Restricted Stock shall be
surrendered to the Company.
Definition For purposes of this
Agreement, Sale of Company
of Sale of shall mean there is a sale
of all or substantially
Company all of the
assets (exclusive of securitized assets)
or stock of the Company.
Definitions For purposes of this Agreement,
Parent shall have
of "Parent" the meaning set forth in Section
424(e) of the
and
Internal Revenue Code of 1986, as amended (the
"Subsidiary" "Code"). For purposes of this
Agreement,
Subsidiary shall have the meaning set forth in
Section 424(f) of the Code.
Definition For purposes of this
Agreement, Disability means a
of
permanent and total disability within the meaning
"Disability" of Section 22(e)(3) of the
Code.
Definition For purposes of this
Agreement, Cause shall mean
of "Cause" the good faith determination
by the Company (or its
Subsidiary) in its sole discretion that your
continuous service as CEO 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 as CEO by you for "Good Reason"
Reason" shall mean
your resignation of
