Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Form 10-K 34 132K
3: EX-10.29 Exh 10.29 7 21K
4: EX-10.30 Exh 10.30 8 44K
5: EX-10.31 Exh 10.31 7 30K
2: EX-10.5 Exh 10.5 2± 7K
6: EX-11.1 Exh 11.1 2± 10K
7: EX-13.1 Ehxibit 13.1 22± 91K
8: EX-27 Financial Data Schedule (Pre-XBRL) 2 7K
EX-10.29 — Exh 10.29
| EX-10.29 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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AMENDED AND RESTATED 1992 NON-QUALIFIED
STOCK OPTION PLAN
SECTION 1
STATEMENT OF PURPOSE
The purpose of this Amended and Restated 1992 Stock Option Plan is to aid
BMC West Corporation ("BMC") in securing and retaining key employees and
directors and to motivate such employees and directors to exert their best
efforts on behalf of BMC and its stockholders. In addition, BMC expects that
the corporation and its stockholders will benefit from the added interest which
the employees and directors will have in the welfare of BMC as a result of their
proprietary interest in the corporation's success. Stock options encourage
longevity in service to the corporation and give employees and directors
incentive to maximize their efforts to enhance the profitability of the
corporation.
SECTION 2
DEFINITIONS
2.1 "BMC" shall mean BMC West Corporation, a Delaware corporation.
2.2 "Board" shall mean the Board of Directors of BMC.
2.3 "Change in Control." A "Change in Control" of BMC shall be deemed to
have occurred if (i) there shall be consummated (x) any consolidation or merger
of BMC in which BMC is not the continuing or surviving corporation or pursuant
to which BMC's Shares would be converted into cash, securities or other
property, other than a merger of BMC in which the holders of BMC's Shares
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger, or (y) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of BMC, or
(ii) the stockholders of BMC approve a plan or proposal for the liquidation or
dissolution of BMC, or (iii) any "person" (as defined in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
shall become the "beneficial owner" (as defined in Rule l3d-3 under the Exchange
Act), directly or indirectly, of fifty (50%) percent or more of BMC's
outstanding Shares, or (iv) during any period of two consecutive years,
individuals who at the beginning of such period constitute the entire Board of
BMC shall cease for any reason to constitute a majority thereof unless the
election, or the nomination for election by BMC's stockholders, of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period.
Notwithstanding the above, a Change in Control shall not be deemed to have
occurred in connection with a transaction resulting in a merger, consolidation,
sale of assets or sale of securities if such transaction has been initiated (in
contrast to an action in response to or resulting
from receipt of an offer or its equivalent from a third party) at the direction
of the Board of BMC acting with the approval of a majority of the independent
directors.
2.4 "Compensation Committee" shall mean the Compensation Committee of the
Board of Directors of BMC which shall be composed of not fewer than two (2)
members, all of which shall be Non-Employee Directors, if required. Any
requirement that an administrator of the Plan be a Non-Employee Director shall
not apply if the Board or the Compensation Committee expressly declares that
such requirement shall not apply.
2.5 "Non-Employee Director" shall mean a director who: (i) is not
currently an officer or otherwise employed by BMC, or a parent or subsidiary of
BMC, (ii) has not received within the fiscal year more than $60,000 for services
as a consultant to or in another capacity (other than a director) with BMC or a
parent or subsidiary of BMC, (iii) does not possess an interest in a transaction
with BMC that is disclosable under Item 404(a) of Regulation S-K, and (iv) is
not engaged in a business relationship with BMC that is disclosable under Item
404(b) of Regulation S-K, and is otherwise considered to be a "non-employee
director" in accordance with Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 as amended (the "Exchange Act").
2.6 "Eligible Participant" shall mean
(a) an officer of BMC;
(b) an employee of BMC; or
(c) a director of BMC.
2.7 "Option" shall mean the right of a Participant to purchase Shares
under this Plan.
2.8 "Option Shares" shall mean the Shares subject to the Plan that are
described in Section 5.
2.9 "Participant" shall mean an Eligible Participant to whom an Option has
been granted pursuant to this Plan.
2.10 "Plan" means this Amended and Restated 1992 Non-Qualified Stock Option
Plan.
2.11 "Shares" shall mean all shares of BMC's authorized common stock as
described in the amended Certificate of Incorporation of BMC. The Shares may be
Treasury Shares or authorized but unissued Shares.
SECTION 3
ADMINISTRATION OF THE PLAN
3.1 The Compensation Committee or the Board shall have full power and
authority, subject to such orders or resolutions not inconsistent with the
provisions of the Plan as may from time to time be issued or adopted by the
Board, to interpret the provisions and supervise the
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administration of the Plan, and waive any vesting provisions of this Plan or any
Option granted pursuant to this Plan. In accordance with the provisions of this
Plan, the Compensation Committee or Board shall select the Eligible Participants
to whom Options shall be granted and shall determine the number of shares to be
embraced in each option and the time at which the option is to be granted. The
Compensation Committee or Board shall also determine the Option Period, the
Option Price, the manner in which Options become exercisable, and fix such other
provisions of the Options as the Compensation Committee or Board may deem
necessary or desirable. All determinations and selections made by the
Compensation Committee or Board shall be by the affirmative vote of a majority
of its members, but any determination reduced to writing and signed by a
majority of the members shall be fully as effective as if it had been made by a
majority vote at a meeting duly called and held.
3.2 Each Option shall be evidenced by a written instrument duly executed
by BMC and Participant, containing such terms and conditions not inconsistent
with the Plan as the Compensation Committee or Board shall determine.
SECTION 4
ELIGIBILITY AND PARTICIPATION
4.1 Options may be granted pursuant to the Plan to Eligible Participants.
Each Option to be granted and the number of Shares to be covered thereby shall
be determined by the Compensation Committee or the Board.
4.2 The Compensation Committee or the Board shall independently fix the
Options to be granted to the president of the corporation, based upon the
president's duties, responsibilities, experience, salary and other benefits
received, and upon consideration of the compensation provided to similarly
situated executives.
SECTION 5
SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 8, the aggregate number of
Shares to be delivered upon exercise of all Options granted pursuant to the Plan
shall not exceed 180,000 Shares. If an Option expires or terminates for any
reason during the term of this Plan and prior to the exercise thereof in full,
the Shares subject to, but not delivered under, such Option shall, except as
hereinafter provided, be available for Options thereafter granted.
SECTION 6
TERMS AND CONDITIONS OF OPTIONS
Options granted under this Plan shall be subject to the following terms and
conditions:
6.1 OPTION PRICE.
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The price at which Shares may be purchased upon exercise of an Option shall
be set by the Compensation Committee or the Board.
6.2 OPTION PERIOD.
No Option Shares may be purchased pursuant to an Option after the
expiration of ten (10) years from the date the Shares may first be purchased.
6.3 ACCELERATION OF EXERCISABILITY.
Unless otherwise specifically provided in any written instrument issued
under this Plan by the Compensation Committee or the Board that evidences any
Option(s) granted under this Plan, any Option(s) held by any Eligible
Participant shall become immediately exercisable upon a Change in Control of
BMC.
6.4 TRANSFERABILITY OF OPTION.
Options shall not be transferable or assignable by a Participant otherwise
than by will or by the laws of descent and distribution, and during the lifetime
of the Participant shall be exercisable only by the Participant.
6.5 EXPIRATION OF OPTION PERIOD UPON TERMINATION OF EMPLOYMENT.
Options shall expire ninety (90) days after a Participant's termination of
employment with BMC for any reason, and no Shares may thereafter be issued
pursuant to an Option, except as set forth below:
(a) If a Participant's employment is terminated by reason of the
Participant's death, the Participant's personal representative may exercise any
option rights granted pursuant to an Option, to the extent vested, at any time
within one (1) year after the Participant's death, but in any event not after
the expiration of the Option Period prescribed in Section 6.2.
(b) If a Participant's employment is terminated by reason of the
Participant's disability or retirement, the Participant may exercise any option
rights granted pursuant to an Option, to the extent vested, at any time within
one (1) year after such termination, but in any event not after the expiration
of the Option Period prescribed in Section 6.2.
SECTION 7
TERM OF PLAN
This Plan shall be effective from January 1, 1992, provided the Plan is
ratified by the stockholders of BMC within 12 months after such date. The term
during which Options may be granted pursuant to this Plan shall expire on
December 31, 2000.
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SECTION 8
ANTIDILUTION PROVISIONS
The Option Shares shall be subject to adjustment from time to time as
follows:
8.1 If at any time during the term of this Plan the total number of Shares
of BMC's common stock outstanding is increased by a stock dividend or
subdivision or split-up of such outstanding Shares, then concurrently with the
effectiveness of such subdivision or split-up, the number of Option Shares of
common stock (calculated to the nearest whole share) shall be proportionately
increased.
8.2 If at any time during the term of this Plan the total number of Shares
of BMC's common stock outstanding is decreased by a combination or reverse stock
split of such outstanding Shares, then concurrently with the effectiveness of
such combination, the number of Option Shares (calculated to the nearest whole
share) shall be proportionately decreased.
SECTION 9
MISCELLANEOUS
9.1 Neither the establishment of this Plan or any amendments thereto, nor
the grant of any Options pursuant to this Plan, shall be construed as in any way
modifying or affecting or evidencing any intention or understanding with respect
to the terms of employment or consulting relationship of an Eligible Participant
with BMC, or any subsidiary or parent of BMC. An Eligible Participant's
employment may be terminated at will at any time by BMC, and such termination of
employment may be voluntary or involuntary. The grant of any Option to an
Eligible Participant shall not be construed to grant to the Eligible Participant
the right to acquire any additional Shares in the future. The granting of
Options under the Plan shall be entirely discretionary with the Compensation
Committee or the Board and nothing in the Plan shall be deemed to give any
Eligible Participant any right to participate in the Plan or to receive Options.
9.2 BMC hereby agrees to indemnify and hold the Board members,
Compensation Committee members and officers of BMC harmless from any claims by
any person arising out of or in any way involving the Plan, the administration
of the Plan or the interpretation of the Plan.
9.3 This Plan shall be construed and interpreted under the laws of the
State of Idaho.
9.4 BMC's failure, at any time or times hereafter, to require a strict
performance of any provision of this Plan shall not waive, affect, or diminish
any right of BMC thereafter to demand strict compliance and performance
herewith.
9.5 The Compensation Committee or the Board may alter, suspend, or
discontinue the Plan, but may not, without the approval of a majority of the
holders of the corporations common stock, make any alteration or amendment
thereof which operates to increase the total number of
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shares reserved for purposes of this Plan except as provided in Section 8, or to
extend the term of the Plan or the maximum Option period.
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Amended, by approval of the Board, on January ___, 1997.
BMC WEST CORPORATION
By:__________________________
Donald S. Hendrickson,
President
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Dates Referenced Herein and Documents Incorporated by Reference
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