Annual-Transition Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-KT Composite Technology Corporation 54 224K
2: EX-2.1 Articles of Merger 2 7K
3: EX-3.1 Articles of Incorporation 3 13K
4: EX-3.2 Bylaws of the Company 20 81K
5: EX-4.2 Warrant to Purchase 120,000 Shares of Common Stock 5 23K
6: EX-10.1 2001 Incenctive Stock Option Plan 10 40K
7: EX-21 Subsidiaries of the Company 1 4K
EX-10.1 — 2001 Incenctive Stock Option Plan
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EXHIBIT 10.1
TRANSMISSION TECHNOLOGY CORPORATION
2001 INCENTIVE COMPENSATION STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this stock option plan (the "Plan") is to provide a
means whereby Transmission Technology Corporation, a Nevada corporation (the
"Company") may, through the grant of options to purchase the Company's common
stock to employees of the Company and of any subsidiary, attract and retain
persons of ability and provide incentives for them to exert their best efforts
on behalf of the Company. This Plan is intended to qualify as an incentive stock
option plan within the meaning of Section 422 of the Internal Revenue Code of
1986 (the "Code") and, except as may be expressly provided to the contrary
herein, all provisions of this Plan are intended to be interpreted accordingly.
2. PARTICIPATION.
Participants in this Plan (the "Participants") shall be selected from
employees of the Company or its subsidiaries. As used in this Plan, the term
"employee" shall mean any officer or director of the Company or its subsidiaries
or any person employed by the Company or a subsidiary on a salaried or hourly
basis. Membership on the Company's Board of Directors (the "Board") shall not
preclude participation in this Plan. Employees who participate in other
incentive or benefit plans of the Company or any subsidiary may also participate
in this Plan. Employees may be granted more than one award under this Plan and,
subject to the limitations set forth in Section 7, there is no fixed limit to
the number of shares of Common Stock that may be subject to any option granted
hereunder.
3. ADMINISTRATION OF THE PLAN.
This Plan shall be administered by the Board of Directors, or a
committee delegated by the Board. Subject to the provisions of this Plan, the
Board (or that committee) shall have exclusive power to select the Participants
to whom options will be awarded under this Plan, the number of shares of common
stock to be included in each option, the time at which the option is to be
granted, the option period, the option price, the manner in which options become
exercisable and the restrictions to be placed upon any shares purchased pursuant
to those options. The Board (or that committee) shall have full power and
authority to administer and interpret this Plan and to adopt such rules,
regulations, agreements and instruments for implementing this Plan and for the
conduct of its business as the Board (or that committee) deems necessary or
advisable. The interpretations of this Plan, and all determinations made by the
Board (or that committee) pursuant to the powers vested in it hereunder, shall
be conclusive and binding on all persons having any interest in this Plan or in
any awards granted hereunder.
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4. SHARES SUBJECT TO PLAN.
Options may be granted under this Plan on or after the effective date
of this Plan as provided in Section 24 hereof and each option so granted will
give the Participant the right to purchase a designated number of shares of
common stock of the Company.
The shares that may be made subject to options granted under this Plan
shall be shares of common stock of the Company (the "Common Stock"), and they
shall not initially exceed 300,000 in aggregate number, except that, if any
option lapses or terminates for any reason before being completely exercised, or
if shares issued pursuant hereto shall have been forfeited to the Company in
connection with the restrictions imposed on such shares pursuant to this Plan,
the shares covered by the unexercised portion of such option and such
repurchased shares shall again become available for issuance under this Plan
prior to the termination of this Plan. Pursuant to Section 14, appropriate
adjustments in the number of shares and in the option price per share may be
made by the Board in its discretion to give effect to adjustments made in the
number of outstanding shares of Common Stock through a merger, consolidation,
re-capitalization, reclassification, combination, stock dividend, stock split or
other similar relevant change. Shares issued upon exercise of options granted
under this Plan may be shares held by the Company as treasury shares, or
authorized but previously un-issued shares.
5. EXERCISE PRICE.
At the time an option is granted under this Plan, the Board shall, in
its absolute discretion, determine the exercise price of that option provided,
however, that the exercise price shall not be less than 100% of the fair market
value (but in no event less than the par value) of the Common Stock at the time
the option is granted. For the purposes of this Plan, fair market value shall
mean the mean of the last reported bid and asked prices reported by the NASDAQ,
(or, if not quoted on NASDAQ, by the National Quotation Bureau, Inc. or such
other exchange or organization as determined in the discretion of the Board)
during the last four weeks prior to the date of the grant of the option.
6. OPTION PERIOD.
The term of each option will be for such period as the Board may
determine, but in no event may an option be exercisable more than ten (10) years
following the granting thereof. The Board may limit, restrict or prohibit the
exercise of any option either in whole or in part during any period or periods
while an option is outstanding. When an option is no longer exercisable, it
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shall be deemed to have lapsed or terminated. As set forth in Section 9, an
option is subject to termination prior to its original termination date upon the
termination of the Participant's employment with the Company due to death,
retirement, permanent and total disability or otherwise.
7. SPECIAL RULES FOR 10-PERCENT SHAREHOLDERS.
Notwithstanding the foregoing provisions of Sections 5 and 6, and
except as provided below, in the event that any stock option is granted to any
Participant who is also a 10-percent shareholder within the meaning of Sections
422(b)(6) and 424 of the Code, then the exercise price of the options granted to
that Participant shall be an amount equal to at least 110% of the fair market
value of the Common Stock as of the date said option was granted to that
Participant and none of the options granted to that Participant may be exercised
more than five (5) years following the grant thereof. Notwithstanding the
foregoing, the Board may grant stock options to any of its employees who are
also 10-percent shareholders within the meaning of Sections 422(b)(6) and 424 of
the Code without complying with the terms of this Section, provided that the
Board first notifies that Participant that those options will not be treated as
"incentive stock options" as defined by Section 422 of the Code and that
Participant shall therefore not be entitled to the tax treatment set forth in
Section 422 of the Code.
8. EXERCISE OF OPTION.
(a) No exercise of any option hereunder shall be made unless a
registration statement on an appropriate form to register the shares underlying
the option under the Securities Act of 1933 and applicable state securities laws
is in effect or a valid exemption from such registration is available.
(b) To exercise an option granted under this Plan, the Participant must
give written notice to the Company of the number of shares to be purchased
accompanied by cash or check payable to the Company for the full exercise price
of such shares. The date of actual receipt by the Company of such notice shall
be deemed the date of exercise of the option with respect to the shares being
purchased. The stock certificate may be registered only in the name of the
Participant or in the Participant's name and the names of others as joint
tenants.
(c) In accordance with the provisions of Section 18, the Company may
require the Participant to pay any withholding taxes that are due upon the
exercise of any options granted hereunder.
(d) Each option granted under this Plan shall be exercisable from time
to time or in such annual installments as may be determined by the Board at the
time of the grant. Unless the Board determines otherwise at the time an option
is granted or as may be required to comply with the $100,000 annual exercise
limitation of Section 422(d) of the Code, all options shall be immediately
exercisable although the shares purchased pursuant to that option may be subject
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to the restrictions set forth in Section 11. The right to purchase shares shall
be cumulative so that, when the right to purchase any shares has accrued, such
shares or any part thereof may be purchased at any time thereafter until the
expiration or termination of the option.
(e) In order to comply with the provisions of Section 422(d) of the
Code, under no circumstances may the aggregate fair market value (determined as
of the time the option is granted) of the stock with respect to which stock
options granted under this Plan are exercisable for the first time by any
Participant in any calendar year exceed $100,000. For purposes of the foregoing
$100,000 limitation, all plans of the Company and any parent or subsidiary
corporation that may hereinafter be created shall be treated as a single plan.
(f) During the lifetime of an individual to whom an option is granted,
only that individual may exercise the option, and only while that individual is
an employee of the Company, and only if he has been continuously so employed
since the date the option was granted, except that any Participant whose
employment is terminated in accordance with the provisions of Sections 9(a),
9(b), 9(c) or 9(d) may exercise an option in accordance with the terms set forth
therein.
9. EARLY TERMINATION OF OPTION.
(a) If a Participant dies while employed by the Company and without
having fully exercised any then existing option, the option shall be cancelled
except that the Participant's estate or the legatees or distributees of the
Participant's estate or of the option, as the case may be, shall have the right
to purchase under the option the number of any Vested Shares (as defined in
Section 11(a)), which the Participant was entitled to purchase as of the date of
death. Those shares may be purchased at any time within three (3) months
following the date of death, but in no event later than the expiration date of
the option.
(b) If a Participant's employment with the Company is terminated by
reason of the Participant's complete retirement on or after the Participant
reaches the age of 65 years without the Participant having fully exercised any
existing option, the option shall be cancelled except that the Participant shall
have the right to purchase under the option the number of Vested Shares, if any,
which the Participant is entitled to purchase at the time of such retirement.
Those shares may be purchased at any time within three (3) months following such
retirement date, but in no event later than the expiration date of the option.
(c) If a Participant's employment with the Company is terminated on
account of permanent and total disability, as determined by the Board in its
sole discretion, without the Participant having fully exercised any existing
option, the option shall be cancelled except that the Participant shall have the
right to purchase under the option the number of Vested Shares, if any, which
the Participant is entitled to purchase at the time of such permanent and total
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disability. Those shares may be purchased at any time within one (1) year
following the effective date of such disability, but in no event later than the
expiration date of the option.
(d) If a Participant's employment with the Company is terminated for
any other reason which the Board of Directors determines in its sole discretion
to be an "approved termination", then the Participant shall have the right to
purchase under the option the number of Vested Shares, if any, which the
Participant is entitled to purchase at the time of such approved termination.
Those shares may be purchased at any time within three (3) months following the
effective date of such approved termination, but in no event later than the
expiration date of the option.
(e) If a Participant's employment with the Company is terminated for
any reason other than set forth in subsections (a), (b), (c) or (d) above,
whether such termination be voluntary or involuntary, without the Participant
having fully exercised any existing option, the option shall be cancelled and
the Participant shall have no further rights to exercise any such option and all
of the Participant's rights there under shall terminate as of the effective date
of such termination of employment.
10. TRANSFERABILITY OF OPTION.
No option shall be assignable or transferable by the Participant to
whom it is granted other than by will or the laws of descent and distribution of
the State in which the Participant is a resident. Options are not otherwise
transferable.
11. RESTRICTIONS ON AND ESCROW OF OPTION SHARES.
(a) Unless, at the time of granting an option under this Plan, the
Board of Directors, in its sole and exclusive discretion, expressly provides
that any shares purchased pursuant to that option shall be freely transferable,
those shares may not be sold, transferred or otherwise disposed of and shall not
be pledged or otherwise hypothecated by the recipient Participant except as
provided hereafter or otherwise by the Board at the time the option is granted.
Notwithstanding any such restrictions, however, so long as a Participant is the
holder of any shares so awarded to him, the Participant shall be entitled to
receive all dividends declared on and to vote such shares and to all other
rights of a stockholder with respect thereto. For the purposes of this Plan, any
shares that are no longer subject to the restrictions of this Section 11 shall
be referred to as "Vested Shares".
(b) In order to ensure compliance with the restrictions set forth in
Section 11(a), any shares that are purchased by a Participant pursuant to the
exercise of options that will NOT be Vested Shares when they are issued shall be
held in escrow by the Company and released when they become Vested Shares. Any
shares that have not been released from escrow prior to the earlier of: (i) the
original termination date of the options pursuant to which they were purchased
or (ii) the termination of a Participant's employment with the Company, shall be
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immediately repurchased by the Company at a price equal to the price paid by
that Participant to purchase those shares or at such other price as shall be
established by the Company at the time those options are granted.
12. RELEASE OF RESTRICTIONS ON OPTION SHARES.
At the time an option is granted that contains any of the restrictions
set forth in Section 11, the Board of Directors shall set forth a schedule of
the dates on which those restrictions on the shares that may be purchased
pursuant to that option shall lapse. Unless specifically provided otherwise by
the Board of Directors with respect to any particular option, any restrictions
set forth in Section 11 on the sale, transfer or other disposition and on pledge
or other hypothecation of shares purchased pursuant to an option granted under
this Plan shall lapse on the dates set forth in the following table:
[Download Table]
CUMULATIVE PERCENTAGE OF SHARES
LENGTH OF TIME SINCE OPTION WHICH ARE RELEASED FROM THE
WAS GRANTED TO THE PARTICIPANT RESTRICTIONS ON TRANSFERABILITY
------------------------------ -------------------------------
(a) One year from the date of granting the option 20%
(b) Two years from the date in (a) above 40%
(c) Three years from the date in (a) above 60%
(d) Four years from the date in (a) above 80%
(e) Five years from the date in (a) above 100%
13. ISSUANCE OF SHARES.
The Company may postpone the issuance and delivery of shares upon any
exercise of an option until (a) the admission of such shares to listing on any
stock exchange or national quotation service on which the shares of the Company
of the same class have been listed, (b) the completion of such registration or
other qualification of such shares under any law, rule or regulation imposed by
federal or state securities laws or by any stock exchange or securities
association as the Company may determine to be necessary or advisable, and (c)
all legal requirements applicable to the issuance or transfer of such shares
have been complied with to the satisfaction of the Board. Any person exercising
an option shall make such representations and furnish such information as may,
in the opinion of counsel for the Company, be appropriate to permit the Company,
in the light of the then existence or non-existence of an effective Registration
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Statement under the Securities Act of 1933, as from time to time amended, with
respect to such shares, to issue the shares in compliance with the provisions of
that or any comparable Act. The Company may legend any certificate evidencing
the shares purchased pursuant to an option granted under this Plan and place a
stop transfer order in respect thereof. Nothing herein contained shall be deemed
to require the Company to file or amend a Registration Statement under the
Securities Act of 1933, as from time to time amended. The Board shall have the
right to condition any option made to any person hereunder on that person's
undertaking in writing to comply with such restriction on his subsequent
disposition of the shares purchased pursuant to such option as the Board shall
deem necessary or advisable as a result of any applicable law, regulation or
official interpretation thereof, and certificates representing such options and
shares may have a legend to reflect such restrictions.
14. DILUTION ADJUSTMENTS.
(a) In the event that a dividend shall be declared upon the capital
stock of the Company payable in shares of Common Stock of the Company, the
number of shares of Common Stock then subject to any such option and the number
of shares reserved for issuance pursuant to the Plan but not yet covered by an
option, shall be adjusted by adding to each such share the number of shares
which would be distributable thereon if such share has been outstanding on the
date fixed for determining the shareholders entitled to receive such stock
dividend. In the event that the outstanding shares of the capital stock of the
Company shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or of another corporation,
whether through reorganization, re-capitalization, stock split-up, combination
of shares, merger, or consolidation, then there shall be substituted for each
share of Common Stock subject to any such option and for each share of Common
Stock reserved for issuance pursuant to the Plan but not yet covered by an
option, the number and kind of shares of stock or other securities into which
each outstanding share of Common Stock shall be changed or for which each such
share shall be exchanged. In the event there shall be any change, other than as
specified in this Section 14(a), in the number or kind of outstanding shares of
Common Stock of the Company or of any stock or other securities into which such
Common Stock shall have been changed or for which it shall have been exchanged,
then if the Board shall in its sole discretion determine that such change
equitably requires an adjustment in the number or kind of shares theretofore
reserved for issuance pursuant to the Plan but not yet covered by an option and
of the shares then subject to an option or options, such adjustment shall be
made by the Board and shall be effective and binding for all purposes of the
Plan. In the case of any such substitution or adjustment as provided for in this
Section, the option price for each share covered thereby prior to such
substitution or adjustment will be the option price for all shares of stock or
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other securities which shall have been adjusted pursuant to this Section. No
adjustment or substitution provided for in this Section shall require the
Company to sell a fractional share, and the total substitution or adjustment
with respect to each Participant shall be limited accordingly.
(b) In the event that the outstanding shares of the Common Stock of the
Company shall be changed in number, class, or character by reason of any
split-up, change of par value, common stock dividend, combination or
reclassification of shares, re-capitalization, merger, consolidation or other
similar corporate change affecting the Common Stock, or shall be changed in
value by reason of any so-called spin-off dividend in partial liquidation or
other special distribution, the Board may, in the light of such change, make
such adjustments, if any, as it deems to be equitable in (1) the respective
numbers of shares and the respective option prices specified in the stock
options theretofore granted under this Plan and then outstanding, and (2) the
aggregate number of shares of Common Stock which may be purchased upon the
exercise of options granted under this Plan.
15. EXPENSES.
All expenses and costs in connection with the administration of the
Plan shall be borne by the Company.
16. NO PRIOR RIGHT OF OFFER.
Nothing in the Plan shall be deemed to give any director, officer or
employee or his or her legal representatives or assigns or any other person or
entity claiming under or through him or her, any contractual or other right to
participate in the benefits of the Plan.
17. INDEMNIFICATION OF THE BOARD.
In addition to such other rights of indemnification as they may have,
the members of the Board shall be indemnified by the Company against all costs
and expenses reasonably incurred by them or any of them in connection with any
action, suit or proceeding to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or
any award granted pursuant thereto and against all amounts paid by them in
settlement thereof (provided such settlement is approved by legal counsel to the
Company) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding; providing that upon institution of any such action, suit or
proceeding, the person desiring indemnification shall give the Company an
opportunity, at its own expense, to handle and defend the same.
18. TAXES.
All taxes, if any, required to be withheld and payable with respect to
the exercise or surrender of an option shall be paid by the Participant to the
Company or from the Participant's salary or other cash compensation entitlements
from the Company, prior to the delivery of any certificate or certificates for
such shares. Alternatively, in the sole discretion of the Company, to the extent
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permitted by applicable laws including regulations promulgated under the
Securities Exchange Act, such withholding tax liability may be satisfied prior
to the delivery of any certificate or certificates for the shares by an
adjustment, equal in value to such liability, in a number of shares to be
transferred to the Participant.
19. AMENDMENTS AND EARLY TERMINATION OF THE PLAN.
The Board may at any time terminate the Plan or make such modifications
or amendments of the Plan as shall be deemed, in its sole discretion, advisable.
No such termination or amendment of the Plan shall, without the consent of any
person affected thereby, modify or in any way affect the rights or obligations
created prior to such termination or amendment. In any event, the Plan shall
automatically terminate at the date set forth in Section 25.
20. LIABILITY OF COMPANY.
The liability of the Company under this Plan and any sale made
hereunder is limited to the obligations set forth with respect to said sale and
nothing herein contained shall be construed to impose any liability on the
Company in favor of the purchaser with respect to any loss, cost or expense
which the purchaser may incur in connection with or arising out of any such
transaction.
21. NO AGREEMENT TO EMPLOY.
Nothing in the Plan shall be construed to constitute or be evidence of
an agreement or understanding, express or implied, on the part of the Company to
employ or retain any person for any specific period of time.
22. NOTICES.
Any notice or other communication required or permitted to be made or
given hereunder shall be sufficiently made or given if sent by first class mail
addressed to the Participant or holder at his address as set forth in the
regular books and records of the Company, and if to the Company, addressed to it
at its principal office.
23. APPLICATION OF FUNDS.
The proceeds received by the Company from the sale of stock pursuant to
the Plan will be used for general corporate purposes.
24. EFFECTIVE DATE OF PLAN.
The effective date of the Plan shall be the date of adoption of the
resolution by the Board authorizing the establishment of the Plan on May 15,
200l.
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25. TERMINATION OF PLAN.
This Plan shall automatically terminate twenty (20) years from the date
that this Plan is adopted by the Company, or twenty (20) years from the date
that this Plan is approved by the shareholders of the Company, whichever is
earlier. However, no options may be granted pursuant to this Plan later than ten
(10) years from the date that the Plan is adopted by the Company or ten (10)
years from the date that this Plan is approved by the shareholders of the
Company, whichever is earlier.
26. OPTION AGREEMENTS.
Each option granted hereunder shall be evidenced by resolutions of the
Board of Directors and/or an option agreement in such form as the Board
determines. Each resolution and/or stock option agreement shall be subject to
the applicable provisions of the Plan and may contain such other provisions as
the Board shall determine.
27. STOCK REDEMPTION AGREEMENTS.
The Participant shall not be precluded from entering into stock
redemption or other agreements with respect to the shares of Common Stock that
may be issued upon exercise of that Participant's options, provided that the
terms of those agreements do not conflict with the terms of this Plan.
28. LOANS.
The Company may make loans to such Participants on such terms as the
Board, in its discretion, may determine (including a Participant who is a
director or officer of the Company) in connection with the exercise of options
granted under the Plan. Any such loan may be in an amount up to the exercise
price of the option to be exercised plus any applicable withholding taxes. In no
event may any such loan exceed the fair market value, at the date of exercise,
of the shares covered by the option, or portion thereof, exercised by the
Participant. Such loans shall be subject to such terms and conditions as the
Board shall determine. Every loan shall comply with all applicable laws,
regulations and rules of the Federal Reserve Board and any other governmental
agency having jurisdiction.
Dated: May 15,200l
ATTEST: Transmission Technology Corporation
By:
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