Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 SEC Form S-8 8 42K
2: EX-4.1 1991 Stock Option Plan 29 94K
3: EX-4.2 Restated Articles of Incorporation 2 7K
4: EX-4.3 By-Laws 23 48K
5: EX-5 Opinion and Consent of Counsel 1 8K
6: EX-24.1 Consent of Price Waterhouse LLP 1 6K
EX-4.1 — 1991 Stock Option Plan
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INTERNATIONAL ALUMINUM CORPORATION
1991 STOCK OPTION PLAN
1. PURPOSE
The Plan is intended to provide incentive to key
employees and directors of the Corporation and its Subsidiaries,
to encourage proprietary interest in the Corporation, to
encourage such key employees to remain in the employ of the
Corporation and its Subsidiaries or such key directors to remain
in the service of the Corporation and its Subsidiaries, and to
attract new employees and directors with outstanding
qualifications.
2. DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, the capitalized terms used herein
shall have the following meanings:
(a) "Act" shall mean the Securities Act of 1933,
as amended.
(b) "Administrator" shall mean the Board or the
Committee, whichever shall be administering the Plan from time to
time in the discretion of the Board, as described in Section 4 of
the Plan.
(c) "Board" shall mean the Board of Directors of
the Corporation.
(d) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(e) "Committee" shall mean the committee
appointed by the Board in accordance with Section 4 of the Plan.
(f) "Common Stock" shall mean the $1.00 par value
Common Stock of the Corporation and any class of shares into
which such Common Stock hereafter may be converted or
reclassified.
(g) "Corporation" shall mean INTERNATIONAL
ALUMINUM CORPORATION, a California corporation.
(h) "Disability" shall mean a medically
determinable physical or mental impairment which has made an
individual incapable of engaging in any substantial gainful
activity. A condition shall be considered a Disability only if
(i) it can be expected to result in death or has lasted or it can
be expected to last for a continuous period of not less than
twelve (12) months, and (ii) the Administrator, based upon
medical evidence, has expressly determined that Disability
exists.
(i) "Employee" shall mean an individual who is
employed (within the meaning of Section 3401 of the Code and the
regulations thereunder) by the Corporation or a Subsidiary.
(j) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(k) "Exercise Price" shall mean the price per
Share of Common Stock, determined by the Administrator, at which
an Option may be exercised.
(l) "Fair Market Value" shall mean the value of
one (1) Share of Common Stock, determined as follows:
(i) If the Shares are traded on an
exchange or over-the-counter on the National Market System (the
"NMS") of the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"), (A) if listed on an
exchange, the closing price as reported for composite
transactions on the business day immediately prior to the date of
valuation or, if no sale occurred on that date, then the mean
between the closing bid and asked prices on such exchange on such
date, and (B) if traded on the NMS, the last sales price on the
business day immediately prior to the date of valuation or, if no
sale occurred on such date, then the mean between the highest bid
and the lowest asked prices as of the close of business on the
business day immediately prior to the date of valuation, as
reported in the NASDAQ system;
(ii) If the Shares are not traded on an
exchange or the NMS but are otherwise traded over-the-counter,
the mean between the highest bid and lowest asked prices quoted
in the NASDAQ system as of the close of business on the business
day immediately prior to the date of valuation or, if on such day
such security is not quoted in the NASDAQ system, the mean
between the representative bid and asked prices on such date in
the domestic over-the-counter market as reported by the National
Quotation Bureau, Inc., or any similar successor organization;
and
(iii) If neither clause (i) nor (ii) above
applies, the fair market value as determined by the Administrator
in good faith. Such determination shall be conclusive and
binding on all persons.
(m) "Incentive Stock Option" shall mean an option
described in Section 422(b) of the Code.
(n) "Nonstatutory Stock Option" shall mean an
option not described in Section 422(b), 423(b) or 424(b) of the
Code.
(o) "Option" shall mean any stock option granted
pursuant to the Plan. An Option shall be granted on the date the
Administrator takes the necessary action to approve the grant.
However, if the minutes or appropriate resolutions of the
Administrator provide that an Option is to be granted as of a
date in the future, the date of grant shall be that future date.
(p) "Option Agreement" shall mean a written stock
option agreement evidencing a particular Option.
(q) "Optionee" shall mean a Participant who has
received an Option.
(r) "Participant" shall have the meaning assigned
to it in Section 5(a) hereof.
(s) "Plan" shall mean this INTERNATIONAL ALUMINUM
CORPORATION 1991 Stock Option Plan, as it may be amended from
time to time.
(t) "Purchase Price" shall mean the Exercise
Price multiplied by the number of Shares with respect to which an
Option is exercised.
(u) "Retirement" shall mean the voluntary
cessation of employment by an Employee upon the attainment of age
sixty-five (65) and the completion of not less than ten (10)
years of service with the Corporation or a Subsidiary.
(v) "Share" shall mean one share of Common Stock,
adjusted in accordance with Section 10 of the Plan (if
applicable).
(w) "Subsidiary" shall mean any subsidiary
corporation of the Corporation as defined in Section 424(f) of
the Code.
3. EFFECTIVE DATE
The Plan was adopted by the Board effective August 15,
1991 subject to the approval of the Corporation's stockholders
pursuant to Section 15 hereof.
4. ADMINISTRATION
The Plan shall be administered, in the discretion of
the Board from time to time, by the Board or by a Committee which
shall be appointed by the Board. The Board may from time to time
remove members from, or add members to, the Committee. Vacancies
on the Committee, however caused, shall be filed by the Board.
The Committee shall be composed of disinterested directors, i.e.,
directors who have not, during the one year prior to service as
an administrator of the Plan, been granted or awarded equity
securities pursuant to the Plan or any other plan of the
Corporation or any of its affiliates, other than a plan which
would not negate such director's status as "disinterested"
pursuant to Rule 16b-3 promulgated under the Exchange Act. There
shall be at least two directors serving on the Committee at any
time. The Board shall appoint one of the members of the
Committee as Chairman. The Administrator shall hold meetings at
such times and places as it may determine. Acts of a majority of
the Administrator at which a quorum is present, or acts reduced
to or approved in writing by the unanimous consent of the members
of the Administrator, shall be the valid acts of the
Administrator.
The Administrator shall from time to time at its
discretion select the Employees and directors who are to be
granted Options, determine the number of Shares to be subject to
Options to be granted to each Optionee and designate such Options
as Incentive Stock Options or Nonstatutory Stock Options, except
that no Incentive Stock Option may be granted to a non-Employee
director. A Committee or Board member shall in no event
participate in any determination relating to Options held by or
to be granted to such Committee or Board member. The
interpretation and construction by the Administrator of any
provision of the Plan or of any Option or Option Agreement shall
be final. No member of the Administrator shall be liable for any
action or determination made in good faith with respect to the
Plan or any Option.
5. PARTICIPATION
(a) Eligibility
The Optionees shall be such persons (collectively,
"Participants"; individually a "Participant") as the
Administrator may select from among the following classes of
persons, subject to the terms and conditions of Section 5(b)
below:
(i) Employees (who may be officers,
whether or not they are directors); and
(ii) Directors of the Corporation or of a
Subsidiary.
Notwithstanding provisions of the first paragraph of
this Section 5(a), the Administrator may at any time or from time
to time designate one or more directors as being ineligible for
selection as Participants in the Plan for any period or periods
of time.
(b) Ten-Percent Stockholders
A Participant who owns more than ten percent (10%)
of the total combined voting power of all classes of outstanding
stock of the Corporation, its parent or any of its Subsidiaries
shall not be eligible to receive an Option unless (i) the
Exercise Price of the Shares subject to such Option is at least
one hundred ten percent (110%) of the Fair Market Value of such
Shares on the date of grant and (ii) such Option by its terms is
not exercisable after the expiration of five (5) years from the
date of grant.
(c) Stock Ownership
For purposes of Section 5(b) above, in determining
stock ownership, a Participant shall be considered as owning the
stock owned, directly or indirectly, by or for his or her
brothers and sisters, spouse, ancestors and lineal descendants.
Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or
beneficiaries. Stock with respect to which such Participant
holds an Option shall not be counted.
(d) Outstanding Stock
For purposes of Section 5(b) above, "outstanding
stock" shall include all stock actually issued and outstanding
immediately after the grant of the Option to the Optionee.
"Outstanding stock" shall not include shares authorized for issue
under outstanding Options held by the Optionee or by any other
person.
6. STOCK
The stock subject to Options granted under the Plan
shall be Shares of the Corporation's authorized but unissued or
reacquired Common Stock. The aggregate number of Shares which
may be issued upon exercise of Options under the Plan shall not
exceed 500,000. The number of Shares subject to Options
outstanding at any time shall not exceed the number of Shares
remaining available for issuance under the Plan. In the event
that any outstanding Option for any reason expires or is
terminated, the Shares allocable to the unexercised portion of
such Option may again be made subject to an Option. The
limitations established by this Section 6 shall be subject to
adjustment in the manner provided in Section 10 hereof upon the
occurrence of an event specified in that Section.
7. TERMS AND CONDITIONS OF OPTIONS
(a) Stock Option Agreements
Each Option shall be evidenced by an Option
Agreement in such form as the Administrator shall from time to
time determine. Such Option Agreements need not be identical but
shall comply with and be subject to the terms and conditions set
forth in this Section 7.
(b) Nature of Option
Each Option shall state whether it is an Incentive
Stock Option or a Nonstatutory Stock Option.
(c) Number of Shares
Each Option shall state the number of Shares to
which it pertains and shall provide for the adjustment thereof in
accordance with the provisions of Section 10 hereof.
(d) Exercise Price
Each Option shall state the Exercise Price. The
Exercise Price in the case of any Incentive Stock Option shall
not be less than the Fair Market Value on the date of grant and,
in the case of an Incentive Stock Option granted to an Optionee
described in Section 5(b) hereof, shall not be less than one
hundred ten percent (110%) of the Fair Market Value on the date
of grant. The Exercise Price in the case of any Nonstatutory
Stock Option shall not be less than eighty percent (80%) of the
Fair Market Value on the date of grant.
(e) Medium and Time of Payment
The Purchase Price shall be payable in full in
United States dollars upon the exercise of the Option; provided,
however, that if the applicable Option Agreement so provides, or
the Administrator, in its sole discretion otherwise approves
thereof, the Purchase Price may be paid by the surrender of
Shares in good form for transfer, owned by the person exercising
the Option and having a Fair Market Value on the date of exercise
equal to the Purchase Price, or in any combination of cash and
Shares, so long as the sum of the cash so paid and the Fair
Market Value of the Shares so surrendered equals the Purchase
Price.
If the Corporation determines that it is required
to withhold state or Federal income tax as a result of the
exercise of an Option, as a condition to the exercise thereof, an
Optionee must make arrangements satisfactory to the Corporation
to enable it to satisfy such withholding requirements before the
Optionee shall be permitted to exercise the Option.
(f) Term and Non-Transferability of Options
Each Option shall state the time or times when all
or part thereof becomes exercisable. No Option, including
Incentive Stock Options, shall be exercisable after the
expiration of ten (10) years from the date it was granted.
During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee or the Optionee's guardian or
legal representative and shall not be assignable or transferable.
In the event of the Optionee's death, the Option shall not be
transferable by the Optionee other than by will or the laws of
descent and distribution. Any other attempted alienation,
assignment, pledge, hypothecation, attachment, execution or
similar process, whether voluntary or involuntary, with respect
to all or any part of any Option or right thereunder, shall be
null and void and, at the Corporation's option shall cause all of
the Optionee's rights under the Option to terminate.
(g) Cessation of Employment (Except by Death,
Disability or Retirement
If an Optionee ceases to be an Employee for any
reason other than his or her death, Disability or Retirement,
such Optionee shall have the right, subject to the restrictions
referred to in Section 7(f) above, to exercise the Option at any
time within thirty (30) days after cessation of employment, but
except as otherwise provided in the applicable Option Agreement,
only to the extent that, at the date of cessation of employment,
the Optionee's right to exercise such Option had accrued pursuant
to the terms of the applicable Option Agreement and had not
previously been exercised. An Option Agreement may, in the sole
discretion of the Administrator, but need not, provide that the
Option shall cease to be exercisable on the date of such
cessation if such cessation arises by reason of such Employee's
misconduct. An Employee shall be considered to have been
terminated for misconduct if he or she resigns, is discharged or
otherwise termination on account of conviction of a felony or any
crime of moral turpitude, misappropriation of the assets of the
Corporation or any Subsidiaries or any affiliate, continued or
repeated insobriety or illegal drug use, continued or repeated
absence from service during the usual working hours of the
employee's position for reasons other than Disability or
sickness, or refusal to carry out a reasonable direction of the
Board or of the chief executive officer of the Corporation or of
any other person designated by such chief executive officer.
For purposes of this Section 7(g) the employment
relationship shall be treated as continuing intact while the
Optionee is on military leave, sick leave or other bona fide
leave of absence (to be determined in the sole discretion of the
Administrator). The foregoing notwithstanding, in the case of an
Incentive Stock Option, employment shall not be deemed to
continue beyond the thirtieth (30th) day after the Optionee
ceased active employment, unless the Optionee's reemployment
rights are guaranteed by statute or by contract.
(h) Death of Optionee
If an Optionee dies while a Participant, or after
ceasing to be a Participant but during the period in which he or
she could have exercised the Option under this Section 7, and has
not fully exercised the Option, then the Option may be exercised
in full, subject to the restrictions referred to in Section 7(f)
above, at any time within twelve (12) months after the Optionee's
death by the executor or administrator of his or her estate of by
any person or persons who have acquired the Option directly from
the Optionee by bequest or inheritance, but, except as otherwise
provided in the applicable Option Agreement, only to the extent
that, at the date of death, the Optionee's right to exercise such
Option had accrued and had not been forfeited pursuant to the
terms of the applicable Option Agreement and had not previously
been exercised.
(i) Disability of Optionee
If an Optionee ceases to be an Employee by reason
of Disability, such Optionee shall have the right, subject to the
restrictions referred to in Section 7(f) above, to exercise the
Option at any time within twelve (12) months after such cessation
of employment, but, except as provided in the applicable Option
Agreement, only to the extent that, at the date of such cessation
of employment, the Optionee's right to exercise such Option had
accrued pursuant to the terms of the applicable Option Agreement
and had not previously been exercised.
(j) Retirement of Optionee
If an Optionee ceases to be an Employee by reason
of Retirement (and not on account of misconduct as determined in
Section 7(g)), such Optionee shall have the right, subject to the
restrictions referred to in Section 7(f) above, to exercise the
Option at any time within ninety (90) days after cessation of
employment, but only to the extent that, at the date of cessation
of employment, the Optionee's right to exercise such Option had
accrued pursuant to the terms of the applicable Option Agreement
and had not previously been exercised.
(k) Rights as a Stockholder
No one shall have rights as a stockholder with
respect to any Shares covered by an Option until the date of the
issuance of a stock certificate for such Shares. No adjustment
shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property), distributions or other
rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 10
hereof.
(l) Modification, Extension and Renewal of
Options
Within the limitations of the Plan, the
Administrator may modify an Option, accelerate the rate at which
an Option may be exercised (including, without limitation,
permitting an Option to be exercised in full without regard to
the installment or vesting provisions of the applicable Option
Agreement or whether the Option is at the time exercisable, to
the extent it has not previously been exercised), extend or renew
outstanding Options or accept the cancellation of outstanding
Options (to the extent not previously exercised) for the granting
of new Options in substitution therefor. The foregoing
notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair any rights or
obligations under any Option previously granted.
(m) Notice of Sale
Until the later of the second anniversary of the
grant of any Incentive Stock Option and the first anniversary of
the issuance of any Stock ("incentive stock") pursuant to the
exercise of an Incentive Stock Option, the stock transfer records
of the Corporation (whether maintained by it or by an transfer
agent of the Common Stock) shall reflect that any certificates
issued or to be issued representing incentive stock in connection
with such exercise must be registered in the name of the
beneficial holder (and not in any "street name") until
transferred to a third party, and that the transfer agent shall
notify the Corporation in a case of any requested transfer of
such incentive stock during that period. In addition, the
certificate or certificates registered in the name of the
beneficial holder representing the incentive stock issued upon
such exercise will bear the following legend during such period:
"Solely to assist the issuer of the
shares represented by this
certificate, until the later of the
second anniversary of the date of
grant of the Option under which the
certificate was originally issued
or one year from the date of
original issuance of the shares
represented by the certificate, the
Transfer Agent will notify the
issuer of the shares represented
hereby of any requested transfer by
the original registered holder."
(n) Other Provisions
An Option Agreement authorized under the Plan may
contain such other provisions not inconsistent with the terms of
the Plan (including, without limitation, restrictions upon the
exercise of the Option) as the Administrator shall deem
advisable.
(o) Substitution of Options
Notwithstanding any inconsistent provisions or
limits under the Plan, in the event the Corporation acquires
(whether by purchase, merger or otherwise) all or substantially
all of the outstanding capital stock or assets of another
corporation or in the event of any reorganization or other
transaction qualifying under Section 424 of the Code, the
Administrator may, in accordance with the provisions of that
Section, substitute options under the Plan for options under the
plan of the acquired company provided (i) the excess of the
aggregate fair market value of the shares subject to an option
immediately after the substitution over the aggregate option
price of such shares is not more than the similar excess
immediately before such substitution and (ii) the new option does
not give persons additional benefits, including any extension of
the exercise period.
8. LIMITATION OF ANNUAL AWARDS
The aggregate Fair Market Value (determined as of
the date an Option is granted) of the Shares with respect to
which Incentive Stock Options are exercisable for the first time
by any Optionee during any calendar year under the Plan and all
other plans maintained by the Corporation, its parent or its
Subsidiaries, shall not exceed $100,000.
9. TERM OF PLAN
Options may be granted pursuant to the Plan until
the expiration of the Plan ten years after the effective date
referred to in Section 3.
10. EFFECT OF CERTAIN EVENTS
(a) Stock Splits and Dividends
Subject to any required action by stockholders,
the number of Shares covered by the Plan as provided in Section 6
hereof, the number of Shares covered by each outstanding Option
and the Exercise Price thereof shall be proportionately adjusted
for any increase or decrease in the number of issued Shares
resulting from a subdivision or consolidation of Shares or the
payment of a stock dividend (but only if paid in Common Stock) or
any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Corporation.
(b) Merger, Sale of Assets, Liquidation
Subject to any required action by stockholders, if
the Corporation shall merge with another corporation and the
Corporation is the surviving corporation in such merger and under
the terms of such merger the shares of Common Stock outstanding
immediately prior to the merger remain outstanding and unchanged,
each outstanding Option shall continue to apply to the Shares
subject thereto and shall also pertain and apply to any
additional securities and other property, if any, to which a
holder of the number of Shares subject to the Option would have
been entitled as a result of the merger. If the Corporation
sells all, or substantially all, of its assets or the Corporation
merges (other than a merger of the type described in the
immediately preceding sentence) or consolidates with another
corporation, this Plan and each Option shall terminate, but only
after each Optionee (or the successor in interest) has been given
the right to exercise any unexpired Option or Options in full or
in part without regard to the installment or vesting provisions
of any Option Agreement. This right shall be exercisable for the
period of twenty (20) days ending five (5) days before the
effective date of the sale, merger, or consolidation (or such
longer period as the Administrator may specify). Alternatively,
in its sole and absolute discretion, the surviving or acquiring
corporation (or the parent company of the surviving or acquiring
corporation) may tender to any Optionee (or successor in
interest) a substitute option or options to purchase shares f the
surviving or acquiring corporation (or the parent corporation of
the surviving or acquiring corporation). The substitute option
shall contain all terms and provisions required substantially to
preserve the rights and benefits of all Options then held by the
Optionee (or successor in interest) receiving the substitute
option. Any other dissolution or liquidation of the Company
shall cause each Option to terminate.
At the discretion of the Administrator, an Option
exercised in contemplation of the consummation of the sale of all
or substantially all of the assets of the Corporation or a merger
(other than a merger of the type described in the first sentence
of the immediately preceding paragraph) or consolidation of the
Corporation with another corporation, may be conditioned upon
such sale, merger or consolidation becoming effective.
(c) Adjustment Determination
To the extent that the foregoing adjustments
relate to securities of the Corporation, such adjustments shall
be made by the Administrator, whose determination shall be
conclusive and binding on all persons.
(d) Limitation on Rights
Except as expressly provided in this Section 10,
the Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any
stock dividend or any other increase or decrease in the number of
shares of stock of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or
stock of another corporation, and any issue by the Corporation 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 or
Exercise Price of Shares subject to an Option. The grant of an
Option pursuant to the Plan shall not affect in any way the right
or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or
assets.
(e) Change in Control
In the event of a pending or threatened takeover
bid, tender offer or exchange offer for twenty percent (20%) or
more of the outstanding Common Stock or any other class of stock
or securities of the Company (other than a tender offer or
exchange offer made by the Company or any Subsidiary), whether or
not deemed a tender offer under applicable Federal or state law,
or in the event that any person makes any filing under Section
13(d) or 14(d) of the Exchange Act with respect to the Company,
other than a filing on Form 13G or Form 13D, the Board may in its
sole discretion, without obtaining stockholder approval, take on
or more of the following actions to the extend not inconsistent
with other provisions of the Plan:
(a) Accelerate the exercise dates of any
outstanding Option, or make the Option
fully vested and exercisable;
(b) Pay cash to any or all holders of
Options in exchange for the cancellation
of their outstanding Options; or
(c) Make any other adjustments or amendments
to the Plan and outstanding Options and
substitute new Options for outstanding
Options.
11. SECURITIES LAW REQUIREMENTS
(a) Legality of Issuance
No Shares shall be issued upon the exercise of any
Option unless and until the Corporation has determined that:
(i) it and the Optionee have taken all
actions required to register the offer and sale of the Shares
under the Act, or to perfect an exemption from the registration
requirements thereof;
(ii) any applicable listing requirement of
any stock exchange on which the Common Stock is listed has been
satisfied; and
(iii) any other applicable provision of
state or Federal law has been satisfied.
(b) Restrictions on Transfer; Representations of
Optionee; Legends
Regardless of whether the offering and sale of
Shares under the Plan has been registered under the Act or has
been registered or qualified under the securities laws of any
state, the Corporation may impose restrictions upon the sale,
pledge or other transfer of such Shares (including the placement
of appropriate legends on stock certificates) if, in the judgment
of the Corporation and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the
provisions of the Act, the securities laws of any state or any
other law. In the event that the sale of Shares under the Plan
is not registered under the Act but an exemption is available
which requires an investment representation or other
representation, each Optionee shall be required to represent that
such Shares are being acquired for investment, and not with a
view to the sale or distribution thereof, and to make such other
representations as are deemed necessary or appropriate by the
Corporation and its counsel. Stock certificates evidencing
Shares acquired under the Plan pursuant to an unregistered
transaction shall bear the following restrictive legend and such
other restrictive legends as are required or deemed advisable
under the provisions of any applicable law:
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"). ANY TRANSFER OR PLEDGE OF SUCH SECURITIES WILL
BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE
ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION
OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER OR PLEDGE TO
COMPLY WITH THE ACT."
Any determination by the Corporation and its counsel in
connection with any of the matters set forth in this Section 11
shall be conclusive and binding on all persons.
(c) Registration or Qualification of Securities
The Corporation may, but shall not be obligated
to, register or qualify the sale of Shares under the Act or any
other applicable law. The Corporation shall not be obligated to
take any affirmative action in order to cause the sale of Shares
under the Plan to comply with any law.
(d) Exchange of Certificates
If, in the opinion of the Corporation and its
counsel, any legend place don a stock certificate representing
Shares sold under the Plan is no longer required, the holder of
such certificate shall be entitled to exchange such certificate
for a certificate representing the same number of Shares but
without such legend.
12. AMENDMENT OF THE PLAN
The Board may from time to time, with respect to any
Shares at the time not subject to Options, suspend or discontinue
the Plan or revise or amend it in any respect whatsoever except
that, without the approval of the Corporation's stockholders, no
such revision or amendment shall:
(a) Materially increase the benefits accruing to
Participants under the Plan;
(b) Increase the number of Shares which may be
issued under the Plan;
(c) Change the designation in Section 5 hereof
with respect to the classes of persons eligible to receive
Options; or
(d) Amend this Section 12 to defeat its purpose
13. EXCHANGE ACT
If the Common Stock is registered under the Exchange
Act, the Plan shall be amended by the Board from time to time to
the extent necessary or advisable, in the judgment of the Board
after having consulted with Corporation's counsel, to enable
Participants who are officers or directors of the Corporation and
who are generally subject to the duties established by Section
16(a) or 16(b) of the Exchange Act ("Section 16 Requirements")
with respect to purchases and sales of equity securities of the
Corporation, to obtain the benefits of such exclusions or
exemptions from the Section 16 Requirements as may be established
by the Securities and Exchange Commission from time to time by
rule, regulation, administrative order or interpretation (whether
such interpretation is made by such Commission or staff) with
respect to (i) the receipt of Options, (ii) the exercise,
modification, extension, cancellation, exchange, termination or
expiration of Options (iii) the purchase of Common Stock upon the
exercise of Options, and (iv) the sale of Common Stock received
upon the exercise of Options. Anything in the Plan to the
contrary notwithstanding, such amendments may be made without
approval of the Corporation's stockholders unless and to the
extent that, in the judgment of the Board after consulting with
the Corporation's counsel, stockholder approval of such an
amendment is a prerequisite to effectuating a desired exclusion
or exemption from the Section 16 Requirements.
14. APPLICATION OF FUNDS
The proceeds received by the Corporation from the
sale of Common Stock pursuant to the exercise of an Option will
be used for general corporate purposes.
15. APPROVAL OF SHAREHOLDERS
The Plan shall be subject to approval by the
affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present no
later than October 31, 1991. Prior to such approval, Options may
be granted but shall not be exercisable. Any amendment described
in Section 12 shall also be subject to approval by the
Corporation's stockholders.
16. EXECUTION
To record the adoption of the Plan by the Board on
August 15, 1991 the Corporation has caused an authorized officer
to affix the Corporate name hereto.
INTERNATIONAL ALUMINUM CORPORATION
By:_______________________________
President
INTERNATIONAL ALUMINUM CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of the ____ day of
__________, 199_, between INTERNATIONAL ALUMINUM CORPORATION, a
California corporation (the "Company"), and
___________________________ (the "Optionee").
R E C I T A L S
A. The Board of Directors of the Company (the
"Board") has established the Company's 1991 Stock Option Plan
(the "Plan") in order to provide key employees of the Company
with a favorable opportunity to acquire shares of the Company's
common stock ("Stock").
B. The Board has included in the Plan certain
provisions to provide for the grant of incentive stock options.
C. The Board regards the Optionee as a key employee
as contemplated by the Plan and has determined that it would be
in the best interests of the Company and its stockholders to
grant the option described in this Agreement to the Optionee as
an inducement to remain in the service of the Company, and as an
incentive for increasing efforts during such service.
NOW, THEREFORE, it is agreed as follows:
1. Definitions and Incorporation. Unless otherwise
defined herein or the context otherwise requires, the capitalized
terms used in this Agreement shall have the meanings given to
such terms in the Plan. The Plan is hereby incorporated in and
made a part of this Agreement as if fully set forth herein. The
Optionee hereby acknowledges that he or she has received a copy
of the Plan.
2. Grant of Option. Pursuant to the Plan, the
Company hereby grants to the Optionee as of the date hereof the
option to purchase all or any part of an aggregate of ___________
shares of Stock (the "Option"), subject to adjustment in
accordance with Section 11 of the Plan. The Option is intended
to qualify as an Incentive Stock Option under the Code.
3. Option Price. The price to be paid for Stock upon
exercise of the Option or any part thereof shall be $_____ per
share (the "Exercise Price"), which equals or exceeds the Fair
Market Value of the Stock of the date of the grant of the Option.
4. Right to Exercise. Subject to the conditions set
forth in this Agreement, the right to exercise the Option shall
accrue in accordance with Schedule 1 attached hereto and hereby
made a part hereof.
5. Order of Exercise. In accordance with amendments
to Section 422 of the Code, Options need not be exercised in
sequential order.
6. Securities Law Requirements. No part of the
Option shall be exercised if counsel to the Company determines
that any applicable registration requirement under the Securities
Act of 1993 (the "Act") or any other applicable requirement of
Federal or state law has not been met.
7. Term of Option. The Option shall terminate in any
event on the earliest of (a) the _____ day of __________, 19__,
at 11:59 P.M. California time, (b) the expiration of the period
described in Section 9 below, (c) the expiration of the period
described in Section 10 below or (d) the expiration of the period
described in Section 11 below. The option shall also terminate
as provided in the Plan or elsewhere in this Agreement.
8. Limitation on Annual Awards. The aggregate Fair
Market Value (determined as of the date an Option is granted) of
the Shares with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar
year under the Plan and all other plans maintained by the
Corporation, its parent or its Subsidiaries, shall not exceed
$100,000.
9. Exercise Following Cessation of Employment. If
the Optionee's employment with the Company ceases for any reason
or no reason, whether voluntarily or involuntarily, with or
without cause, other than death, Disability or Retirement, the
Option (to the extent it has not previously been exercised and is
exercisable at the time of cessation) may be exercised within
thirty (3) consecutive days after the date of such cessation.
The foregoing sentence to the contrary notwithstanding, the
Option shall cease to be exercisable on the date of such
cessation if such cessation arises out of termination for
misconduct. For this purpose, "misconduct" shall mean conviction
of a felony, misappropriation of the assets of the Company or any
Subsidiary, continued or repeated insobriety, illegal use of
drugs, continued or repeated absence from service during the
usual working hours of the Optionee's position for reasons other
than Disability or sickness, or refusal to carry out the
reasonable direction of the Board or of the chief executive
officer of the Company or of any other person designated by such
chief executive officer. Any determination of "misconduct" by
the Administrator made in good faith shall be final and binding
upon the Company and the Optionee and all persons claiming under
or through them.
10. Exercise Following Death or Disability. If the
Optionee's employment with the Company ceases by reason of the
Optionee's death or Disability, of if the Optionee dies after
cessation of employment but while the Option would have been
exercisable hereunder, the Option (to the extent it has not
previously been exercised and is exercisable at the time of
cessation) may be exercised within one year after the date of the
Optionee's death or cessation by reason of Disability. In the
case of death, the exercise may be made by his or her
representative or by the person entitled thereto under the
Optionee's will or the laws of descent and distribution; provided
that such representative or such person consents in writing to
abide by and be subject to the terms of the Plan and this
Agreement and such writing is delivered to the President or
Chairman of the Company.
11. Exercise Following Retirement. If the Optionee's
employment with the Company ceases by reason of Retirement, the
Option (to the extent it has not previously been exercised and is
exercisable at the time of cessation) may be exercised within
ninety (90) days after the date of the Optionee's Retirement.
12. Time of Cessation of Service. For the purposes of
this Agreement, the Optionee's employment shall be deemed to have
ceased on the earlier of (a) the date when the Optionee's
employment in fact ceased or (b) except in the case of
Retirement, the date when the Optionee gave or received written
notice that his or her employment is to cease.
13. Nontransferability. The Option shall be
exercisable during the Optionee's lifetime only by the Optionee
or the Optionee's guardian or legal representative and shall be
nontransferable, except that the Optionee may transfer all or any
part of the Option by will or by the laws of descent and
distribution. Except as otherwise provided herein, any attempted
alienation, assignment, pledge, hypothecation, attachment,
execution or similar process, whether voluntary or involuntary,
with respect to all or any part of the Option or any right
thereunder, shall be null and void and, at the Company's option,
shall cause all of the Optionee's rights under this Agreement to
terminate.
14. Effect of Exercise. Upon exercise of all or any
part of the Option, the number of shares of Stock subject to the
Option under this Agreement shall be reduced by the number of
shares with respect to which such exercise is made.
15. Exercise of Option. The option may be exercised
by delivering to the Company (a) a written notice of exercise in
substantially the form prescribed from time to time by the
Administrator and (b) full payment of the Exercise Price for each
share of Stock purchased under the Option. Such notice shall
specify the number of shares of Stock with respect to which the
Option is exercised and shall be signed by the person exercising
the Option. If the Option is exercised by a person other than
the Optionee, such notice shall be accompanied by proof,
satisfactory to the Company, of such person's right to exercise
the Option. The Purchase Price shall be payable (i) in U.S.
dollars in cash (by check), (ii) by delivery of shares of Stock
registered in the name of the Optionee having a Fair Market Value
at the time of exercise equal to the amount of the Purchase Price
or (iii) any combination of the payment of cash and the delivery
of Stock.
16. Withholding Taxes. The Company may require the
Optionee to deliver payment, upon exercise of the Option, of any
withholding taxes (in addition to the Purchase Price) with
respect to the difference between the Purchase Price and the Fair
Market Value of the Stock acquired upon exercise, in cash or some
other form satisfactory to the Company.
17. Issuance of Shares. Subject to the foregoing
conditions, the Company, as soon as reasonably practicable after
receipt of a proper notice of exercise and without transfer or
issue tax or other incidental expense to the person exercising
the Option, shall deliver to such person at the principal office
of the Company, or such other location as may be acceptable to
the Company and such person, one or more certificates for the
shares of Stock with respect to which the Option is exercised.
Such shares shall be fully paid and nonassessable and shall be
issued in the name of such person. However, at the request of
the Optionee, such shares may be issued in the names of the
Optionee and his or her spouse (a) as joint tenants with right of
survivorship, (b) as community property or (c) as tenants in
common without right of survivorship.
18. Notice of Disqualifying Disposition of Shares. If
the Optionee sells or otherwise disposes of shares of the Stock
acquired pursuant to exercise of the Option on or before the
later of (a) the date two years after the Grant Date or (b) the
date one year after issuance of such shares to the Optionee upon
exercise of the Option, the Optionee shall immediately notify the
Company in writing of such disposition. The Optionee agrees that
the Optionee may be subject to income tax withholding by the
Company on the compensation income recognized by the Optionee
from the early disposition by payment in cash or out of the
current earnings paid to the Optionee.
19. Rights as a Stockholder. Neither the Optionee nor
any other person entitled to exercise the Option shall have any
rights as a stockholder of the Company with respect to the Stock
subject to the Option until a certificate for such shares has
been issued to him or her following the exercise of the Option.
20. Lock-Up. In the event that the Company files a
registration statement with respect to an underwritten public
offering under the Act in which any class of the Company's equity
securities is to be offered, the Optionee shall not effect any
public sale or distribution of any shares of the Stock or any of
the Company's other equity securities, or of any securities
convertible into, or exchangeable or exercisable for such
securities, during the period beginning thirty (30) days prior to
the filing of such registration statement with the Securities and
Exchange Commission and ending on such date after such
registration statement has become effective as shall be specified
by the managing underwriter of such public offering.
21. Notices. Any notice to the Company contemplated
by this Agreement shall be in writing and shall be addressed to
it in care of its ____________________________, 767 Monterey Pass
Road, Monterey Park, California 91754-0006, or such other address
as the Company may specify in a notice to the Optionee; and any
notice to the Optionee shall be in writing and shall be addressed
to him or her at the address on file with the Company on the date
hereof or at such other address as he or she may hereafter
designate in writing. Notice shall be deemed to have been given
upon receipt or, if sooner, five (5) days after such notice has
been deposited, postage prepaid, certified or registered mail,
return receipt requested, in the United States mail addressed to
the address specified in the immediately preceding sentence.
22. Interpretation. The interpretation, construction,
performance and enforcement of this Agreement and of the Plan
shall lie within the sole discretion of the Administrator, and
the Administrator's determinations shall be conclusive and
binding on all interested persons.
23. Choice of Law. This Agreement shall be governed
by and construed in accordance with the internal substantive laws
(not the law of choice of laws) of the State of California.
IN WITNESS WHEREOF, each of the parties hereto has
executed this Agreement, in the case of the Company by its duly
authorized officer, as of the day and year first above written.
INTERNATIONAL ALUMINUM CORPORATION
By________________________________
__________________________________
Optionee
__________________________________
(Please print Optionee's name)
__________________________________
Optionee's Spouse*/
__________________________________
(Please print spouse's name)
________________
*/ Include Signature and name of Optionee's spouse, if Optionee
is married.
SCHEDULE 1
RIGHT TO EXERCISE
Subject to the conditions set forth in this Agreement,
the right to exercise the Option shall accrue as follows:
(a) Commencing one year after
the Grant Date (________, 19__),
the Option may be exercised to the
extent of one-fifth of the shares
subject to the Option.
(b) Commencing two years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not been exercised.
(c) Commencing three years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not been exercised.
(d) Commencing four years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not previously been exercised.
(e) Commencing five years
after the Grant Date, the entire
Option may be exercised to the
extent it has not previously been
exercised.
INTERNATIONAL ALUMINUM CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of the ____ day of
__________, 199_, between INTERNATIONAL ALUMINUM CORPORATION, a
California corporation (the "Company"), and
___________________________ (the "Optionee").
R E C I T A L S
A. The Board of Directors of the Company (the
"Board") has established the Company's 1991 Stock Option Plan
(the "Plan") in order to provide key employees of the Company
with a favorable opportunity to acquire shares of the Company's
common stock ("Stock").
B. The Board regards the Optionee as a key employee
as contemplated by the Plan and has determined that it would be
in the best interests of the Company and its stockholders to
grant the option described in this Agreement to the Optionee as
an inducement to remain in the service of the Company, and as an
incentive for increasing efforts during such service.
NOW, THEREFORE, it is agreed as follows:
1. Definitions and Incorporation. Unless otherwise
defined herein or the context otherwise requires, the capitalized
terms used in this Agreement shall have the meanings given to
such terms in the Plan. The Plan is hereby incorporated in and
made a part of this Agreement as if fully set forth herein. The
Optionee hereby acknowledges that he or she has received a copy
of the Plan.
2. Grant of Option. Pursuant to the Plan, the
Company hereby grants to the Optionee as of the date hereof the
option to purchase all or any part of an aggregate of ___________
shares of Stock (the "Option"), subject to adjustment in
accordance with Section 11 of the Plan. The Option is intended
to qualify as an Incentive Stock Option under the Code.
3. Option Price. The price to be paid for Stock upon
exercise of the Option or any part thereof shall be $_____ per
share (the "Exercise Price"), which equals or exceeds eighty
percent (80%) of the Fair Market Value of the Stock of the date
of the grant of the Option.
4. Right to Exercise. Subject to the conditions set
forth in this Agreement, the right to exercise the Option shall
accrue in accordance with Schedule 1 attached hereto and hereby
made a part hereof.
5. Securities Law Requirements. No part of the
Option shall be exercised if counsel to the Company determines
that any applicable registration requirement under the Securities
Act of 1933 (the "Act") or any other applicable requirement of
Federal or state law has not been met.
6. Term of Option. The Option shall terminate in any
event on the earliest of (a) the ____ day of ________, 19__, at
11:59 P.M. California time, (b) the expiration of the period
described in Section 7 below, (c) the expiration of the period
described in Section 8 below or (d) the expiration of the period
described in Section 9 below.
7. Exercise Following Cessation of Employment or
Service. If the Optionee's employment or service with the
Company ceases for any reason or no reason, whether voluntarily
or involuntarily, with or without cause, other than death,
Disability or Retirement, the Option (to the extent it has not
previously been exercised and is exercisable at the time of
cessation) may be exercised within thirty (30) consecutive days
after the date of such cessation. The foregoing notwithstanding,
the Option shall cease to be exercisable on the date of such
cessation if such cessation arises out of termination for
misconduct. For this purpose, "misconduct" shall mean conviction
of a felony, misappropriation of the assets of the Company or any
Subsidiary, continued or repeated insobriety, illegal use of
drugs, continued or repeated absence from service during the
usual working hours of the Optionee's position for reasons other
than Disability or sickness, or refusal to carry out the
reasonable direction of the Board or of the chief executive
officer of the Company or of any other person designated by such
chief executive officer. Any determination of "misconduct" by
the Administrator made in good faith shall be final and binding
upon the Company and the Optionee and all persons claiming under
or through them.
8. Exercise Following Death or Disability. If the
Optionee's employment with the Company ceases by reason of the
Optionee's death or Disability, of if the Optionee dies after
cessation of employment or service but while the Option would
have been exercisable hereunder, the Option (to the extent it has
not previously been exercised and is exercisable at the time of
cessation) may be exercised within one year after the date of the
Optionee's death or cessation by reason of Disability. In the
case of death, the exercise may be made by his or her
representative or by the person entitled thereto under the
Optionee's will or the laws of descent and distribution; provided
that such representative or such person consents in writing to
abide by and be subject to the terms of the Plan and this
Agreement and such writing is delivered to the President or
Chairman of the Company.
9. Exercise Following Retirement. If the Optionee's
employment with the Company ceases by reason of Retirement, the
Option (to the extent it has not previously been exercised and is
exercisable at the time of cessation) may be exercised within
ninety (90) days after the date of the Optionee's retirement.
10. Time of Cessation of Service. For the purposes of
this Agreement, the Optionee's employment or service shall be
deemed to have ceased on the earlier of (a) the date when the
Optionee's employment or service in fact ceased or (b) except in
the case of Retirement, the date when the Optionee gave or
received written notice that his or her employment is to cease.
11. Nontransferability. The Option shall be
exercisable during the Optionee's lifetime only by the Optionee
or the Optionee's guardian or legal representative and shall be
nontransferable, except that the Optionee may transfer all or any
part of the Option by will or by the laws of descent and
distribution. Except as otherwise provided herein, any attempted
alienation, assignment, pledge, hypothecation, attachment,
execution or similar process, whether voluntary or involuntary,
with respect to all or any part of the Option or any right
thereunder, shall be null and void and, at the Company's option,
shall cause all of the Optionee's rights under this Agreement to
terminate.
12. Effect of Exercise. Upon exercise of all or any
part of the Option, the number of shares of Stock subject to the
Option under this Agreement shall be reduced by the number of
shares with respect to which such exercise is made.
13. Exercise of Option. The option may be exercised
by delivering to the Company (a) a written notice of exercise in
substantially the form prescribed from time to time by the
Administrator and (b) full payment of the Exercise Price for each
share of Stock purchased under the Option. Such notice shall
specify the number of shares of Stock with respect to which the
Option is exercised and shall be signed by the person exercising
the Option. If the Option is exercised by a person other than
the Optionee, such notice shall be accompanied by proof,
satisfactory to the Company, of such person's right to exercise
the Option. The Purchase Price shall be payable (i) in U.S.
dollars in cash (by check), (ii) by delivery of shares of Stock
registered in the name of the Optionee having a Fair Market Value
at the time of exercise equal to the amount of the Purchase Price
or (iii) any combination of the payment of cash and the delivery
of Stock.
14. Withholding Taxes. The Company may require the
Optionee to deliver payment, upon exercise of the Option, of any
withholding taxes (in addition to the Purchase Price) with
respect to the difference between the Purchase Price and the Fair
Market Value of the Stock acquired upon exercise, in cash or some
other form satisfactory to the Company.
15. Issuance of Shares. Subject to the foregoing
conditions, the Company, as soon as reasonably practicable after
receipt of a proper notice of exercise and without transfer or
issue tax or other incidental expense to the person exercising
the Option, shall deliver to such person at the principal office
of the Company, or such other location as may be acceptable to
the Company and such person, one or more certificates for the
shares of Stock with respect to which the Option is exercised.
Such shares shall be fully paid and nonassessable and shall be
issued in the name of such person. However, at the request of
the Optionee, such shares may be issued in the names of the
Optionee and his or her spouse (a) as joint tenants with right of
survivorship, (b) as community property or (c) as tenants in
common without right of survivorship.
16. Rights as a Stockholder. Neither the Optionee nor
any other person entitled to exercise the Option shall have any
rights as a stockholder of the Company with respect to the Stock
subject to the Option until a certificate for such shares has
been issued to him or her following the exercise of the Option.
17. Lock-Up. In the event that the Company files a
registration statement with respect to an underwritten public
offering under the Act in which any class of the Company's equity
securities is to be offered, the Optionee shall not effect any
public sale or distribution of any shares of the Stock or any of
the Company's other equity securities, or of any securities
convertible into, or exchangeable or exercisable for such
securities, during the period beginning thirty (30) days prior to
the filing of such registration statement with the Securities and
Exchange Commission and ending on such date after such
registration statement has become effective as shall be specified
by the managing underwriter of such public offering.
18. Notices. Any notice to the Company contemplated
by this Agreement shall be in writing and shall be addressed to
it in care of its ____________________________, 767 Monterey Pass
Road, Monterey Park, California 91754-0006, or such other address
as the Company may specify in a notice to the Optionee; and any
notice to the Optionee shall be in writing and shall be addressed
to him or her at the address on file with the Company on the date
hereof or at such other address as he or she may hereafter
designate in writing. Notice shall be deemed to have been given
upon receipt or, if sooner, five (5) days after such notice has
been deposited, postage prepaid, certified or registered mail,
return receipt requested, in the United States mail addressed to
the address specified in the immediately preceding sentence.
19. Interpretation. The interpretation, construction,
performance and enforcement of this Agreement and of the Plan
shall lie within the sole discretion of the Administrator, and
the Administrator's determinations shall be conclusive and
binding on all interested persons.
20. Choice of Law. This Agreement shall be governed
by and construed in accordance with the internal substantive laws
(not the law of choice of laws) of the State of California.
IN WITNESS WHEREOF, each of the parties hereto has
executed this Agreement, in the case of the Company by its duly
authorized officer, as of the day and year first above written.
INTERNATIONAL ALUMINUM CORPORATION
By________________________________
__________________________________
Optionee
__________________________________
(Please print Optionee's name)
__________________________________
Optionee's Spouse*/
__________________________________
(Please print spouse's name)
________________
*/ Include Signature and name of Optionee's spouse, if Optionee
is married.
SCHEDULE 1
RIGHT TO EXERCISE
Subject to the conditions set forth in this Agreement,
the right to exercise the Option shall accrue as follows:
(a) Commencing one year after
the Grant Date (________, 19__),
the Option may be exercised to the
extent of one-fifth of the shares
subject to the Option.
(b) Commencing two years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not been exercised.
(c) Commencing three years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not been exercised.
(d) Commencing four years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not previously been exercised.
(e) Commencing five years
after the Grant Date, the entire
Option may be exercised to the
extent it has not previously been
exercised.
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