Exhibit 10.39
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: November 2, 2005
Name of Participant: Paul R. Sinsheimer
Number of Shares of Restricted Stock
Awarded: 27,500
Amount Paid by Participant for the Shares
of Restricted Stock
Awarded: $ 0.00
Aggregate Fair Market Value of Restricted
Stock on Date of Award:
$1,076,350
Vesting Start Date: November 2, 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: November 2, 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negotiations are superseded.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 The shares
of Restricted Stock awarded under this
Agreement are subject to satisfaction of the
performance conditions established for this Award
("Performance Conditions") by the Company's
Executive Compensation and Stock Option Committee
("Committee"). You
will be eligible to retain
some, all or none of the shares of Restricted Stock
based upon the degree of achievement of the
Performance Conditions as determined by and
certified by the Committee ("Performance Retained
Shares"). The
Performance Retained Shares are
subject to further reduction by the Committee in
its discretion with the number of shares ultimately
retained by you after the Committee's exercise of
its discretion, if any, referred to as the
"Retained Shares". Any
shares subject to this
Agreement which the Committee determines are not
Retained Shares shall be forfeited without
consideration back to the Company. So long as you
continuously serve as the Company's Chief Executive
Officer ("CEO"), you will become incrementally
vested (in whole numbers of shares) as to 25% of
the number of Retained Shares on each of November
2, 2006, November 2, 2007, November 2, 2008 and
November 2, 2009, respectively.
If your continuous service as CEO is terminated on
or before July 31, 2006, either by (i) the Company
(or Parent or Subsidiary) without Cause, (ii)
death, (iii) Disability, or (iv) you for Good
Reason, or if there is a Sale of Company on or
before July 31, 2006, then you shall be vested in
14,300 shares upon such event and the remaining
13,200 shares shall be forfeited without
consideration back to the Company.
If your continuous service as CEO is terminated
after July 31, 2006, either by (i) the Company (or
Parent or Subsidiary) without Cause, (ii) death,
(iii) Disability, or (iv) you for Good Reason, or
if there is a Sale of Company after July 31, 2006,
then any unvested Retained Shares shall be vested
in full upon such event, provided, however, that in
the event of a Sale of Company if the Committee has
not certified the degree of achievement of the
Performance Conditions and has not determined the
number of Retained Shares as of such Sale of
Company then you shall instead be vested in 14,300
shares and the remaining 13,200 shares shall be
forfeited without consideration back to the
Company.
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.
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,
or Disability, any unvested Restricted Stock that
becomes vested pursuant to this Agreement shall be
released from escrow within thirty (30) days of the
applicable event. If
there is a Sale of Company,
any unvested Restricted Stock that becomes vested
pursuant to this Agreement shall be released to you
on or immediately before the consummation of the
Sale of Company. 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
