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 Stearns & Lehman, Inc. 7 31K
2: EX-4.C Instrument Defining the Rights of Security Holders 10 33K
3: EX-5 Opinion re: Legality 2 9K
4: EX-23.A Consent of Experts or Counsel 2 6K
5: EX-24 Power of Attorney 6 13K
EX-4.C — Instrument Defining the Rights of Security Holders
| EX-4.C | 1st Page of 10 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 4(c)
STEARNS & LEHMAN, INC.
----------------------
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
-------------------------------------------
ARTICLE I
---------
OBJECTIVES
----------
1.1 The objectives of this 1994 Stock Option Plan (the "Plan") are to
enable Stearns & Lehman, Inc. (the "Company") to compete successfully in
retaining and attracting employees of outstanding ability, to stimulate the
efforts of employees toward the Company's objectives and to encourage ownership
of the Company's Common Shares by its employees.
ARTICLE II
----------
ADMINISTRATION
--------------
2.1 The Plan shall be administered by a committee (the "Committee")
designated by the Board of Directors of the Company. The Committee shall be
comprised of at least two persons, which shall be either the Compensation
Committee of the Board of Directors or such other committee comprised entirely
of "non-employee directors," within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor rule or regulation, as the Board of Directors of the Company may from
time to time designate. Each member of the Committee shall at all times be
ineligible to receive Options under the Plan. All actions shall be taken by a
majority of the Committee.
2.2 Except as specifically limited by the provisions of the Plan and
applicable law, and in addition to any other express powers conferred on the
Committee by the Plan, the Committee in its sole discretion shall have the full
and final authority to:
A. Determine which Eligible Employees (as defined in Article
IV herein) shall be granted Options;
B. Determine the number of Shares which may be subject to each
Option;
C. Determine the term of each Option;
8
D. Determine whether each Option is an Incentive Stock Option
or Non-qualified Stock Option;
E. Interpret the provisions of the Plan and decide all
questions of fact arising in its application; and
F. Prescribe such rules and procedures for Plan administration
as it may deem advisable from time to time.
2.3 Any action, decision, interpretation or determination by the
Committee with respect to the application or administration of this Plan shall
be final and binding upon all persons, and need not be uniform with respect to
its determination of recipients, amount, timing, form, terms or provisions of
Options.
2.4 No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any Option
granted hereunder, and to the extent permitted by law, all members shall be
indemnified by the Company for any liability and expenses which may occur
through any claim or cause of action.
ARTICLE III
-----------
SHARES SUBJECT TO PLAN
----------------------
3.1 The Shares that may be made subject to Options granted under the
Plan shall not exceed 275,000 Shares in the aggregate, subject to adjustment as
provided in Section 12.1 in the event of stock splits, stock dividends,
combinations or exchanges of shares or other similar capital adjustments. Upon
lapse or termination of any Option for any reason without being completely
exercised, the Shares which were subject to such Option may again be subject to
other Options. In addition, if any Option is exercised through the delivery of
Common Shares as provided in Section 8.1, the number of Shares available for
Options will be increased by the number of Common Shares so surrendered.
ARTICLE IV
----------
DEFINITIONS
-----------
4.1 For purposes of the Plan the following terms shall have the
definition which is attributed to them, unless another definition is clearly
indicated by a particular usage and context.
9
A. "EFFECTIVE DATE OF EXERCISE" means the date on which the
Company has received written notice of exercise of an Option, in such
form as is acceptable to the Committee, and full payment of the
purchase price.
B. "EFFECTIVE DATE OF GRANT" means the date on which the
Committee makes an award of an Option.
C. "ELIGIBLE EMPLOYEE" means any individual (other than one
who receives retirement benefits, stipends, consulting fees,
honorariums, and the like, or who is a full time employee of any firm
other than the Company) who performs services for the Company or any
parent or subsidiary thereof, as the terms "parent" and "subsidiary"
are defined for purposes of Section 422 of the Code, and is included on
the regular payroll of the Company or any parent or subsidiary thereof.
D. "FAIR MARKET VALUE" means the last sale price reported on
any stock exchange or over-the-counter trading system on which Shares
are trading on a specified date or, if not so trading, the average of
the closing bid and asked prices for a Share on a specified date. If no
sale has been made on the specified date, then prices on the last
preceding day on which any such sale shall have been made shall be used
in determining fair market value under either method prescribed in the
previous sentence. If no market sales of any kind have taken place,
then the fair market value shall be the price at which Shares were last
issued by the Company.
E. "INCENTIVE STOCK OPTION" shall have the same meaning as
given to that term by Section 422 of the Code and any regulations or
rulings promulgated thereunder.
F. "NON-QUALIFIED STOCK OPTION" means any Option granted under
the Plan which is not considered an Incentive Stock Option.
G. "OPTION" means the right to purchase from the Company a
stated number of Shares at a specified price. The Option may be granted
to an Eligible Employee subject to the terms of this Plan and such
other conditions and restrictions as the Committee deems appropriate.
Each Option shall be designated by the Committee to be either an
Incentive Stock Option or a Non-qualified Stock Option.
H. "OPTION PRICE" means the purchase price per Share subject
to an Option and shall be fixed by the Committee, but shall not be less
than 100% of the Fair Market Value of a Share on the Effective Date of
Grant, except as otherwise provided in Section 9.2.
10
I. "PERMANENT AND TOTAL DISABILITY" shall have the same
meaning as given to that term by Section 22(e)(3) of the Code and any
regulations or rulings, promulgated thereunder.
J. "SHARE" means one Common Share, no par value, of the
Company.
ARTICLE V
GRANTING OF OPTIONS
-------------------
5.1 Subject to the terms and conditions of the Plan, the Committee may,
from time to time prior to December 31, 2003, grant Options to Eligible
Employees on such terms and conditions as the Committee may determine. More than
one Option may be granted to the same Eligible Employee.
ARTICLE VI
----------
TERMS OF OPTIONS
----------------
6.1 Subject to specific provisions relating to Incentive Stock Options
set forth in Article IX, each Option shall be for a term of from five (5) to ten
(10) years and no longer from the Effective Date of Grant and may not be
exercised during the first twelve (12) months of the term of said Option.
Commencing on the first anniversary of the Effective Date of Grant of an Option,
the Option may be exercised for 25% of the total Shares covered by the Option
with an additional 25% of the total Shares covered by the Option becoming
exercisable on each succeeding anniversary until the Option is exercisable to
its full extent; provided, however, that the Committee may establish a different
schedule for any particular Option on the Effective Date of Grant. This right of
exercise shall be cumulative and shall be exercisable in whole or in part. The
Committee in its sole discretion may permit particular holders of Options to
exercise an Option to a greater extent than provided herein after expiration of
the first anniversary of the Effective Date of Grant of the Option.
6.2 Notwithstanding anything else contained herein to the contrary, in
the event that the Company or its shareholders enter into one or more agreements
to dispose of all or substantially all of the assets or fifty percent or more of
the outstanding capital stock of the Company by means of sale (whether as a
result of a tender offer or otherwise), merger, reorganization or liquidation in
one or a series of related transactions (each, an "Acceleration Event"), then
each Option outstanding under the Plan shall become exercisable during the
fifteen days immediately prior to the scheduled consummation of the Acceleration
Event with respect to the full number of Shares for which such Option has been
granted; provided, however, that no such Acceleration Event shall occur in the
event that (A) the primary purpose of
11
the transaction is to change the Company's domicile solely within the United
States, (B) the terms of the agreement(s) require as a prerequisite for the
consummation of the transaction that each such Option shall either be assumed by
the successor corporation or parent thereof or be replaced with a comparable
option to purchase shares of capital stock of the successor corporation or
parent thereof or (C) the transaction is approved by a majority of the members
of the Board of Directors of the Company who had either been in office for more
than twelve (12) months prior to such transaction or had been elected, or
nominated for election by the Company's shareholders, by the vote of
three-fourths of the directors then still in office who were directors at the
beginning of such twelve-month period; and provided further that any such
exercise of an Option during such fifteen day period shall be conditioned upon
the consummation of such transaction and shall be effective only immediately
before such consummation, except to the extent that the holder may indicate, in
writing, that such exercise is unconditional with regard to all or part of the
unaccelerated portion of the option. Upon consummation of the Acceleration
Event, all outstanding Options, whether or not accelerated, shall terminate and
cease to be exercisable, unless assumed by the successor corporation or parent
thereof.
ARTICLE VII
-----------
EXERCISE OF OPTIONS
-------------------
7.1 Any person entitled to exercise an Option may do so in whole or in
part by delivering a written notice of exercise to the Company, to the attention
of its Secretary, at its principal office. The written notice shall specify the
number of Shares for which an Option is being exercised and shall be accompanied
by full payment of the Option Price for the Shares being purchased.
7.2 Except as otherwise provided in Article XI, no Option may be
exercised by an individual unless at all times beginning on the date of the
granting of the Option and ending on the day three (3) months before the date of
the exercise, the individual was an employee of the Company or of a parent or
subsidiary thereof.
ARTICLE VIII
------------
PAYMENT OF OPTION PRICE
8.1 In the sole discretion of the Committee, payment of the Option
Price may be made in cash, by the tender of Shares, or both. If payment by the
tender of Shares is permitted, the value of each Share shall be deemed to be the
Fair Market Value for a Share on the day the Shares are tendered for payment.
12
ARTICLE IX
----------
INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK OPTIONS
-------------------------------------------------------
9.1 The Committee in its sole discretion may designate whether an
Option is to be considered an Incentive Stock Option or a Non-qualified Stock
Option. The Committee may grant both an Incentive Stock Option and a
Non-qualified Stock Option to the same individual. However, where both an
Incentive Stock Option and a Non-qualified Stock Option are awarded at one time,
such Options shall be deemed to have been awarded in separate grants, shall be
clearly identified, and in no event will the exercise of one such Option affect
the right to exercise the other such Option.
9.2 Any Option designated by the Committee as an Incentive Stock Option
will be subject to the general provisions applicable to all Options granted
under the Plan. In addition, the Incentive Stock Option shall be subject to the
following specific provisions:
A. At the time the Incentive Stock Option is granted, if the
Eligible Employee owns, directly or indirectly, stock representing more
than 10% of the total combined voting power of all classes of stock of
the Company then:
(i) The Option Price must equal at least 110% of the
Fair Market Value on the Effective Date of Grant of the Shares
subject to the Option;
(ii) The term of the Option shall not be greater than
five (5) years from the Effective Date of Grant; and
(iii) The aggregate Fair Market Value (determined at
the Effective Date of Grant) of the Shares with respect to
which Incentive Stock Options are exercisable for the first
time by the Eligible Employee during any calendar year (under
all stock option plans of the Company) shall not exceed One
Hundred Thousand Dollars ($100,000).
B. The holder of an Incentive Stock Option must remain
continuously employed by the Company for a period of at least twelve
(12) months from the Effective Date of Grant and devote his entire
working time, energy and skill to the services of the Company subject
to normal vacations, sick leave and military absences; provided,
however, that such employment shall be at the pleasure of the Board of
Directors or officers of the Company at such compensation as the
Company shall determine. Nothing contained in this Plan or in any
Option granted pursuant to it shall confer upon any employee any right
to continue in the employ of the Company or to interfere in any way
with the right of the Company to terminate employment at any
13
time. So long as a holder of an Option shall continue to be an employee
of the Company, the Option shall not be affected by any change of the
employee's duties or position.
9.3 If any Option is not granted, exercised, or held pursuant to the
provisions noted immediately above, it will be considered to be a Non-qualified
Stock Option to the extent that any or all of the grant is in conflict with
these restrictions.
ARTICLE X
---------
TRANSFERABILITY OF OPTION
-------------------------
10.1 During the lifetime of an Eligible Employee to whom an Option has
been granted, such Option is not transferable and may be exercised only by such
individual. Upon the death of an Eligible Employee to whom an Option has been
granted, the Option may be transferred to the beneficiaries or heirs of the
holder of the Option by Will or by the laws of descent and distribution.
ARTICLE XI
----------
TERMINATION OF OPTIONS
----------------------
11.1 An Option may be terminated as follows:
A. During the period of continuous employment with the Company
or a parent or subsidiary thereof, an Option will be terminated only if
it has been fully exercised or it has expired by its terms.
B. Upon termination of employment with the Company or a parent
or subsidiary thereof for any reason other than death or a Permanent
and Total Disability, the Option may be exercised, to the extent that
the Eligible Employee shall have been entitled to exercise it at the
date of termination of employment, until the earlier of the full
exercise of the Option, the expiration of the Option by its terms or
the end of the three (3) month period following the date of
termination. For purposes of the Plan, a leave of absence approved by
the Company shall not be deemed to be termination of employment.
C. If an Eligible Employee to whom an Option was granted shall
die or becomes subject to a Permanent and Total Disability while
employed by the Company or a parent or subsidiary thereof or within
three (3) months of termination of employment for any reason, such
Option may be exercised to the extent that the Eligible Employee shall
have been entitled to exercise it at the time of death, termination of
employment or disability, as the case
14
may be, by the Eligible Employer or by the estate of the Eligible
Employee or the person or persons to whom the Option may have been
transferred by Will or by the laws of descent and distribution, until
the earlier of the full exercise of the Option, the expiration of the
Option by its terms or the end of the one (1) year period following the
date of such death or disability.
11.2 In no event will the continuation of the term of an Option beyond
the date of termination of employment allow the Eligible Employee, or his
beneficiaries or heirs, to accrue additional rights under the Plan, or to
purchase more Shares through the exercise of an Option than could have been
purchased on the day that employment was terminated.
ARTICLE XII
-----------
ADJUSTMENTS TO SHARES AND OPTION PRICE
--------------------------------------
12.1 In the event that the Shares as presently constituted shall be
changed into or exchanged for a different kind of shares or other securities of
the Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise) or if the number of such Shares shall be increased through
the payment of a stock dividend, then except as otherwise provided in Section
6.2 hereof, there shall be substituted for or added to each Share theretofore
appropriated or thereafter subject or which may become subject to an Option
under this Plan, the number and kind of shares or other securities into which
each outstanding Share shall be so changed, or for which each such Share shall
be exchanged, or to which the holder of each such Share shall be entitled, as
the case may be. Outstanding Options under this Plan shall also be appropriately
amended as to price and other terms as may be necessary to reflect the foregoing
events. In the event there shall be any other change in the number of kind of
the outstanding Shares, or of any shares or other securities into which such
Shares shall have been changed, or for which they shall have been exchanged,
then if the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment in any Option theretofore granted under the
Plan or which may be granted under the Plan, such adjustment shall be made in
accordance with such determination. Fractional shares resulting from any
adjustment pursuant to this Section 12.1 shall be rounded down to the nearest
whole number of Shares.
12.2 Notwithstanding the foregoing, any and all adjustments in
connection with an Incentive Stock Option shall comply in all respects with
Sections 422 and 424 of the Code and the regulations promulgated thereunder.
12.3 Notice of any adjustment shall be given by the Company to each
holder of an Option under this Plan which shall have been so adjusted, provided
that such
15
adjustment (whether or not such notice is given) shall be effective and binding
for all purposes of the Plan and any instrument or agreement issued thereunder.
ARTICLE XIII
------------
OPTION AGREEMENTS
-----------------
13.1 All Options granted under the Plan shall be evidenced by a written
agreement in such form or forms as the Committee in its sole discretion may
determine.
ARTICLE XIV
-----------
AMENDMENT OR DISCONTINUANCE OF PLAN
-----------------------------------
14.1 The Board of Directors of the Company may at any time amend,
suspend or discontinue the Plan; provided, however, that no amendments by the
Board of Directors of the Company shall, without further approval of the
shareholders of the Company:
A. Change the class of Eligible Employees;
B. Except as provided in Articles III and XII hereof, increase
the number of Shares which may be subject to Options granted under the
Plan; or
C. Permit the granting of Options to the individuals who are
then members of the Committee.
14.2 No amendment to the Plan shall alter or impair any Option granted
under the Plan without the consent of the holders thereof.
ARTICLE XV
----------
EFFECTIVE DATE
--------------
15.1 This Plan shall become effective as of March 31, 1994, having been
adopted by the Board of Directors of the Company on March 4, 1994, and approved
by the affirmative vote of the holders of a majority of the shares of the
Company voting on the issue on March 31, 1994.
16
ARTICLE XVI
-----------
MISCELLANEOUS
-------------
16.1 Certificates for Shares purchased through exercise of Options will
be issued in regular course after exercise of the Option and payment therefor as
called for by the terms of the Option. No persons holding an Option or entitled
to exercise an Option granted under this Plan shall have any rights or
privileges of a shareholder of the Company with respect to any Shares issuable
upon exercise of such Option until certificates representing such Shares shall
have been issued and delivered. No Shares shall be issued and delivered upon
exercise of an Option unless and until, in the opinion of counsel for the
Company, the Company has complied with all applicable registration requirements
of the Securities Act of 1933, as amended, and any applicable state securities
laws and with any applicable listing requirements of any national securities
exchange on which the Company's securities may then be listed as well as any
other requirements of law.
16.2 This Plan shall continue in effect until the expiration of all
Options granted under the Plan unless terminated earlier in accordance with
Article XI; provided, however, that no Option shall be granted later than ten
years after December 31, 1993.
17
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-8’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/31/03 | | 4 | | | | | None on these Dates |
| Filed on / Effective on: | | 12/22/98 |
| | 3/31/94 | | 9 |
| | 3/4/94 | | 9 |
| | 12/31/93 | | 10 |
| List all Filings |
↑Top
Filing Submission 0000950152-98-009753 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sun., May 5, 12:19:32.1pm ET 