Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 117 564K
10: EX-10.10 Amendment #1 Stock Option Plan 4 23K
11: EX-10.11 Amendment #2 Stock Option Plan 1 9K
12: EX-10.12 Amendment #3 Stock Option Plan 2 13K
13: EX-10.13 Loan Agreement 22 71K
14: EX-10.14 Amendment #1 Loan Agreement 2 13K
15: EX-10.15 Amendment #2 Loan Agreement 2 14K
16: EX-10.16 Credit Agreement 141 486K
17: EX-10.17 Amendment #1 Credit Agreement 21 35K
18: EX-10.18 Amendment #2 Credit Agreement 4 17K
2: EX-10.2 Stock Purchase Agreement 45 213K
19: EX-10.20 Saturn Membership Regulations 38 131K
20: EX-10.21 Amendment #1 Membership Regulations 1 10K
21: EX-10.22 Amendment #2 Membership Regulations 4 21K
22: EX-10.23 Amendment #3 Membership Regulations 1 10K
23: EX-10.24 Amendment #4 Membership Regulations 1 11K
24: EX-10.25 Sublease 8 35K
25: EX-10.26 Amendment to Sublease 1 12K
3: EX-10.3 Methuen Division 21 100K
4: EX-10.4 Stock Purchase Agreement 6 31K
5: EX-10.5 Agreement and Plan of Merger 44 222K
6: EX-10.6 Split Dollar Agreement 12 40K
7: EX-10.7 Independent Contractor 6 26K
8: EX-10.8 Amendment to Independent Contractor 1 11K
9: EX-10.9 Saturn Stock Option Plan 12 46K
26: EX-23.1 Consent Pricewaterhousecoopers LLP 1 9K
27: EX-23.2 Consent Ernst & Young 1 9K
28: EX-27.1 Financial Data Schedule 1 11K
EX-10.9 — Saturn Stock Option Plan
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EXHIBIT 10.9
SATURN ELECTRONICS & ENGINEERING, INC.
DOC: #3
1995 MANAGEMENT STOCK OPTION PLAN
I. PURPOSE.
The purpose of this 1995 Management Stock Option Plan (the "Plan") is to
give certain officers, executive personnel, and directors ("Participants")
who are not affiliated with a corporate shareholder of Saturn Electronics &
Engineering, Inc., a Michigan corporation (the "Company"), and corporations
with respect to which the Company directly or indirectly controls 50% or
more of the combined voting power ("Subsidiaries"), an opportunity to
acquire options for future purchase of common stock of the Company ("Common
Stock"). This plan is intended to provide an incentive for such
Participants to continue to promote the best interests of the Company and
enhance its long-term performance, and to provide an incentive for
Participants to join or remain with the Company and its Subsidiaries.
The Plan is based on the expectation that the shares of the Company will be
publicly traded. However, there is no guarantee that the shares will be
publicly traded. If none of the events described in Section IV (C or D)
occur before stock options expire, Participants will not have the right to
exercise stock options.
II. ADMINISTRATION.
A. The Plan shall be administered by a committee ("Compensation
Committee" or "Committee") appointed by the Board of Directors of the
Company ("Board"). The Committee shall be composed of not fewer than
two members of the Board who are not employed by the Company
("Nonemployee Directors"). No member of the Committee may exercise
discretion with respect to, or participate in, the administration of
the Plan if, at any time, during the twelve-month period prior to such
exercise or participation, he or she has been granted or awarded
stock, restricted stock, stock options, stock appreciation rights or
any other derivative security of any Company or an affiliate thereof
under this Plan or any similar plan of the Company except as permitted
in Rule l6b-3(c)(2)(i)(A) through (D) under the Securities Exchange
Act of 1934. In the event of a public offering, members of the
Committee shall be subject to any additional restrictions necessary to
satisfy the requirements for disinterested administration of the Plan
as set forth in rule 16b-3, as it may be amended from time to time.
The decisions of the Committee under the Plan shall be conclusive and
binding. No member of the Board or the Committee shall be liable for
any action taken, or determination made, hereunder in good faith.
Service on the Committee shall constitute service as a director
of the Company so that members of the Committee shall be entitled to
indemnification and reimbursement as directors of the Company pursuant
to its bylaws.
B. POWERS. Within the express limits of Plan provisions, the Committee
shall determine:
1. The Participants to whom awards hereunder shall be granted;
2. The time or times at which such awards shall be granted;
3. The form and amount of the awards; and
4. The limitations, restrictions and conditions applicable to any such
award.
In making such determinations, the Committee may take into account the
nature of the services rendered by such Participants, or classes of
Participants, their present and potential contributions to the
Company's success and such other factors as the Committee, shall deem
relevant. All awards are subject to the approval of the Board.
C. INTERPRETATIONS. Subject to the express provisions of the Plan, the
Committee may interpret the Plan, prescribe, amend and rescind rules
and regulations relating to it, determine the terms and provisions of
the respective awards and make all other determinations it deems
necessary or advisable for the administration of the Plan.
D. DETERMINATIONS. The determinations of the Committee, along with Board
approval, on all matters regarding the Plan shall be conclusive and
binding upon all parties.
E. NONUNIFORM DETERMINATIONS. The Committee's determinations under the
Plan including, without limitation, determinations as to the persons
to receive awards, the terms and provisions of such awards and the
agreements evidencing the same, need not be uniform and may be made by
it selectively among persons who receive or are eligible to receive
awards under the Plan, whether or not such persons are similarly
situated.
III. AWARDS UNDER THE PLAN.
A. FORM. Awards under the Plan shall be granted in the form of
nonstatuatory stock options ("Stock Options"), as described in Section
IV.D.
B. MAXIMUM LIMITATIONS. The aggregate number of shares of Common Stock
which will be available for grant under the Plan is 465,000 subject to
adjustment pursuant to Section III.C. The maximum number of shares
which may be issuable to a single individual pursuant to Options under
the Plan is 116,250. Shares of Common Stock issued pursuant to the
Plan may be either authorized but unissued shares or shares held in
the treasury of the Company. In the event that, prior to the end of
the period during which Stock Options may be granted under the Plan,
any Stock Option under the Plan expires unexercised or is terminated,
surrendered or canceled without being exercised,
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in whole or in part, for any reason, the number of shares subject to
such Stock Option or the unexercised, terminated, forfeited or
unearned portion thereof, shall be added to the remaining number of
shares of Common Stock available for grant as a Stock Option under the
Plan, including a grant to a former holder of such Stock Option, upon
such terms and conditions as the Committee shall determine, which
terms may be more or less favorable than those applicable to such
former Stock Option.
C. ADJUSTMENT PROVISIONS. The aggregate number of shares of Common Stock
with respect to which Stock Options shall be granted, the aggregate
number of shares of Common Stock subject to each outstanding Stock
Option and the exercise price per share of each such Stock Option may
all be appropriately adjusted as the Board may determine for any
increase or decrease in the number of shares of issued Common Stock
resulting from a subdivision or consolidation of shares, whether
through reorganization, recapitalization, stock split-up, stock
distribution or combination of shares, or the payment of a share
dividend or other increase or decrease in the number of such shares
outstanding effected without receipt of consideration by the Company.
Adjustments under this Section III.C. shall be made according to the
sole discretion of the Board, and its decisions shall be binding and
conclusive.
IV. STOCK OPTIONS.
Stock Options may be granted under the Plan for the purchase of Common
Stock. Stock Options shall be in such form and upon such terms and
conditions as the Committee shall from time to time determine, subject to
the following:
A. EXERCISE. Stock Options shall be subject to such terms and conditions,
shall be exercisable at such time or times, and shall be evidenced by
such form of written option agreement ("Option Agreement") between the
Participant and the Company, as the Committee shall determine;
provided, that such determinations are not inconsistent with the other
provisions of the Plan. Option Agreements need not be identical.
B. EXERCISE PRICE. The per share exercise price of each Stock Option
shall be fixed by the Committee in the Option Agreement, but shall not
be less than 100% of the fair market value, as defined in Section XI,
of the Common Stock subject to such Stock Option on the date of grant.
C. DURATION OF OPTION. The period during which a Stock Option may be
exercised shall be such period as the Committee establishes and
includes in the Option Agreement, provided that such period shall not
exceed ten (10) years from the date of grant, unless subsequently
extended.
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D. EXERCISABILITY. Stock Options shall become exercisable for the number
of shares Common Stock fixed by the Committee in the Stock Option
Agreement, as specified by the terms below in accordance with the
earliest of the following to occur:
1. In the event that the Company
a. Offers its shares to the public under a registration
statement made effective by the Securities Exchange
Commission ("Initial Public Offering" or "IPO"), or
b. Merges with a corporation whose shares are publicly traded
but does not experience a Change of Control (as defined in
Section IX)
stock options awarded through the Plan will become exercisable
according to the following schedule:
[Download Table]
--------------------------------------------------------------------------------
TIME FRAME % OF ALL AWARDED
OPTIONS TO VEST
--------------------------------------------------------------------------------
12 months after effective date of IPO 25%
--------------------------------------------------------------------------------
18 months after effective date of IPO 25%
--------------------------------------------------------------------------------
24 months after effective date of IPO 25%
--------------------------------------------------------------------------------
30 months after effective date of IPO 25%
--------------------------------------------------------------------------------
2. In the event of a Change of Control (as defined in Section IX),
all Options shall become immediately exercisable.
3. The Committee shall retain the right to trigger exercisability at
any other time which it determines, in its sole discretion, to be
appropriate.
E. TERMINATION OF OPTIONS. If one of the events described in IV.C.1, 2 or
3 above do not occur by the end of the option period specified by the
Committee in the Option Agreement, each Stock Option awarded under the
Option Agreement shall expire and all rights to purchase Common Stock
thereunder shall cease on the date specified in the Option Agreement.
F. TYPE OF STOCK OPTIONS. Stock Options awarded to Participants under the
Plan shall be non-qualified Stock Options and are not intended to
qualify as incentive stock options under Section 422A of the Internal
Revenue Code (the "Code").
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G. CONDITIONS OF GRANT. The Committee, in its discretion, may, as a
condition to the grant of a Stock Option, require a Participant who
is the recipient of such Stock Option to enter into one or
more of the following agreements with the Company on or prior to the
date of grant of such Stock Option:
1. A covenant not to compete with the Company and its subsidiaries,
which shall become effective on the date of termination of
employment of the Participant with the Company and which shall
contain such terms and conditions as shall be specified by the
Committee; and
2. An agreement to execute a stock restriction agreement with the
employer at the date of exercise that imposes certain
restrictions upon the transferability of the option stock.
If the Participant shall fail to enter into any such agreement at the
request of the Committee, then no Stock Options shall be granted
hereunder to such Participant (or, if granted, shall not be
exercisable) and the number of shares of Common Stock that would have
been subject to such Stock Option shall be added to the remaining
number of shares available for grant as a Stock Option under the Plan.
H. Any Stock Option granted and vested under the Plan may be exercised by
the Participant, by a legatee or legatees of such Stock Option under
the Participant's last will, or by his or her executors, personal
representatives or distributees.
1. The Option may be exercised, as specified in the Option
Agreement, by:
a. Delivering to the Secretary of the Company written notice of
the number of shares of Common Stock with respect to which
the Stock Option is being exercised; or
b. Delivering such notice to a broker-dealer with a copy to the
Secretary of the Company.
2. Except as otherwise provided in the Plan or in any Option
Agreement, and at the sole discretion of the Committee, the
purchase price of Common Stock upon exercise of any Stock Option
by a Participant shall be paid in full by one of the following
methods:
a. In cash or certified check by the Participant;
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b. By a broker-dealer to whom the Participant has submitted an
exercise notice consisting of a fully endorsed Stock Option;
c. In Common Stock valued at its fair market value, as defined
in Section XI, on the date of exercise;
d. By agreeing to surrender Stock Options then exercisable by
him or her valued at the excess of the aggregate fair market
value of the Common Stock, as defined in Section XI, over
the aggregate option exercise price of such Common Stock;
e. By directing the Company to withhold such number of shares
of Common Stock otherwise issuable upon exercise of such
Stock Option having an aggregate fair market value on the
date of exercise equal to the exercise price of the Stock
Option; or
f. By such other medium of payment as the Committee, in its
discretion, shall authorize, or by any combination of a, b,
c, d, and e at the discretion of the Committee.
In the case of payment pursuant to b, c, d, e or f above, the
Participant's election must be made on or prior to the date of
exercise of the Stock Option and must be irrevocable. In the
event of an IPO or merger with a public corporation, a
Participant who is an insider subject to Section 16 of the
Securities Exchange Act of 1934 ("Section 16 Insider") and who
elects payment pursuant to Section IV.F.2.e. above, the election
must be made in writing either (a) within ten (10) business days
beginning on the third business day following release of the
Company's quarterly or annual summary of earnings and ending on
the twelfth business day following such day or (b) at least six
(6) months prior to the date of exercise of such Stock Option.
The Company shall issue, in the name of the Participant, stock
certificates representing the total number of shares of Common
Stock issuable pursuant to the exercise of any Stock Option as
soon as reasonably practicable after such exercise.
I. Whenever the Company is required to issue or transfer shares of Common
Stock to a Participant under the Plan, the Company shall have the
right to require the Participant to remit to the Company an amount
sufficient to satisfy all federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates
for such shares. Whenever payments under the Plan are to be made to a
Participant in cash, such payments shall be net of any amounts
sufficient to satisfy all federal, state and local withholding tax
requirements. In lieu of requiring a Participant to make a payment to
the Company in an amount related to the withholding tax requirement,
the Committee may, in its discretion, provide that at the
Participant's election, the tax withholding obligation shall be
satisfied by the Company's withholding a portion of the
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shares otherwise distributable to the Participant, such shares being
valued at their fair market value, as defined in Section XI, at the
date of exercise, or by the shares previously delivered by the
Company, such shares being valued at their fair market value, as
defined in Section XI, as of the date of delivery of such shares by
Participant to the Company. Notwithstanding any provision of the Plan
to the contrary, (i) a Section 16 Insider's election pursuant to the
preceding sentence must be made on or prior to the date as of which
income is realized by the Section 16 Insider in connection with such
benefit and must be irrevocable, and (ii) if the Section 16 Insider
elects to have shares withheld from those otherwise issuable, then the
election must be made in writing either (a) within the 10 business
days beginning on the third business day following the release of the
company's quarterly or annual summary of earnings and ending on the
12th business day following such day, or (b) at least six months prior
to the date the income is realized.
V. TRANSFERABILITY.
No Stock Option may be transferred, assigned, pledged or hypothecated
(whether by operation of law or otherwise), except as provided by will or
the applicable laws of descent or distribution, and no Stock Option shall
be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of a Stock
Option, or levy of attachment or similar process upon the Stock Option not
specifically permitted herein shall be null and void and without effect. A
Stock Option may be exercised only by a Participant during his or her
lifetime, or pursuant to Section VIII. C., by his or her estate or the
person who acquires the right to exercise such Stock Option upon his or her
death by bequest or inheritance.
VI. DISSOLUTION.
Upon the dissolution or liquidation of the Company, each Stock Option
granted hereunder shall expire as of the effective date of such
transaction.
VII. EFFECTIVE DATE AND CONDITIONS SUBSEQUENT TO EFFECTIVE DATE.
A. The Plan shall become effective on the date of the approval of the
Plan by the Board, and the Plan shall be null and void and of no
effect if such condition is not fulfilled, and in such event each
Stock Option granted hereunder shall, notwithstanding any of the
preceding provisions of the Plan, be null and void and of no effect.
In the event of an IPO, shareholder approval must be obtained one
year, before or after the effective date of the offering, or the plan
will be null and void and of no effect as of the date of the public
offering.
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B. No grant or award shall be made under the Plan more than ten (10)
years from the date of adoption of the Plan by the Board; provided,
however, that the Plan and all Stock Options granted under the Plan
prior to such date shall remain in effect and subject to adjustment
and amendment as herein provided until they have been satisfied or
terminated in accordance with the terms of the respective grants or
awards and the related Option Agreements.
VIII. TERMINATION OF EMPLOYMENT.
Stock Options shall expire in accordance with Section IV.E. herein, or in
the case of termination of employment, as described below:
A. OTHER THAN FOR CAUSE, DEATH, DISABILITY OR RETIREMENT. If the
Participant's employment with the Company and all subsidiaries is
terminated for any reason, other than cause, retirement, death or
disability (as determined solely by the Board), and the Stock Option
or a portion thereof is exercisable on the date of termination, the
Stock Option shall expire on the earlier of 90 days after such
termination of employment or the date the Stock Option expires in
accordance with the related Option Agreement.
B. CAUSE. If the Participant is terminated for cause, as determined by
the Board, all Stock Options shall expire on the first to occur of the
expiration date set forth in the applicable Option Agreement, or date
and time of termination of employment.
C. DEATH, DISABILITY OR RETIREMENT. If the Participant's employment with
the Company and all Subsidiaries is terminated due to retirement,
disability (as determined solely by the Board) or death, and the Stock
Option or a portion thereof was exercisable on the date of employment
termination, the Stock Option shall expire on the earlier of the first
anniversary of such termination of employment or the date the Stock
Option expires in accordance with this related Option Agreement.
D. TERMINATION BEFORE A PUBLIC OFFERING, MERGER, CHANGE OF CONTROL, OR
COMMITTEE DETERMINED VESTING. Notwithstanding VIII.A., B., and C.,
relating to termination of employment, a Stock Option expires on the
date of termination of employment unless an IPO, merger with a public
corporation, Change of Control, as defined in Section IX, or Committee
determined vesting occurs prior to the date of employment termination.
IX. CHANGE IN CONTROL.
A Change of Control shall occur if any of the following take place:
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A. Any person (as such term is used in Section 13) of the Securities
Exchange Act of 1934 and the rules and regulations thereunder and
including any Affiliate or Associate of such person, as defined in Rule
12b-2 under said Act, and any person acting in concert with such
person), other than shareholders as of the date of adoption of the
Plan, directly or indirectly acquires or otherwise becomes entitled to
vote more than 50 percent of the voting power entitled to be cast at
elections for directors ("Voting Power") of the Company; or
B. There occurs any merger or consolidation of the Company, or any sale,
lease or exchange of all or any substantial part of the consolidated
assets of the company and its subsidiaries to any other person and
1. In the case of a merger or consolidation, the holders of
outstanding stock of the Company entitled to vote in elections of
directors immediately before such merger or consolidation hold
less than 50 percent of the Voting Power of the survivor of such
merger or consolidation or its parent; or
2. In the case of any such sale, lease or exchange, the Company does
not own at least 50.1 percent of the Voting Power of the other
person.
X. POSTPONEMENT OF EXERCISE.
The Committee may postpone any exercise of a Stock Option for such time as
the Committee, in its sole discretion, may deem necessary in order to permit
the Company to:
A. Effect, amend or maintain any necessary registration of the Plan or the
shares of Common Stock issuable upon the exercise of a Stock Option
under the Securities Act of 1933, as amended, or the securities laws of
any applicable jurisdiction;
B. Permit any action to be taken in order to:
1. List such shares of Common Stock on a stock exchange if shares of
Common Stock are then listed on such exchange; or
2. Comply with restrictions or regulations incident to the
maintenance of a public market for its shares of Common Stock,
including any rules or regulations of any stock exchange on which
the shares of Common Stock are listed, or
C. Determine that such shares of Common Stock and the Plan are exempt from
such registration or that no action of the kind referred to in B.2.
above needs to be taken; and
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the Company shall not be obligated by virtue of any terms and
conditions of any Option Agreement or any provision of the Plan to
recognize the exercise of a Stock Option or to sell or issue shares of
Common Stock in violation of the Securities Act of 1933 or the law of
any government having jurisdiction thereof. Any such postponement shall
not extend the terms of a Stock Option and neither the Company nor its
directors or officers shall have any obligation or liability to any
Participant or any other person with respect to any shares of Common
Stock as to which the Stock Option shall lapse because of such
postponement.
XI. MISCELLANEOUS.
A. NO OBLIGATION TO EXERCISE OPTIONS. The granting of a Stock Option shall
impose no obligation upon a Participant to exercise such Stock Option.
B. TERMINATION AND AMENDMENT OF PLAN. The Board, without further action on
the part of the shareholders of the Company, may from time to time
alter, amend or suspend the Plan or any Stock Option granted hereunder
or may at any time terminate the Plan, except that, if an IPO has been
made, or the Company has merged with a public corporation, it may not
(except to the extent provided in Section III.C. hereof):
1. Materially increase the total number of shares of Common Stock
available for grant to Section 16 Insiders under the Plan;
2. Materially increase benefits to Section 16 Insiders under the
Plan, or
3. Materially change the class of Section 16 Insiders eligible to be
granted Stock Options under the Plan.
No action taken by the Board under this Section may materially and
adversely affect any outstanding Stock Option without the consent of
the holder thereof.
C. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common Stock pursuant to Stock Options will be used for general
corporate purposes.
D. RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan or any agreement
entered into pursuant to the Plan shall confer upon any Participant the
right to continue in the employment of the Company or any Subsidiary or
affect any right which the Company or any Subsidiary may have to
terminate the employment of such Participant.
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E. RIGHTS AS A SHAREHOLDER. No Participant shall have any right or
privilege as a shareholder unless and until certificates for shares of
Common Stock are issuable to him or her.
F. LEAVES OF ABSENCE AND DISABILITY. The Committee shall be entitled to
make such rules, regulations and determinations as it deems appropriate
under the Plan in respect of any leave of absence taken by or
disability of any Participant. Without limiting the generality of the
foregoing, the Committee shall be entitled to determine:
1. Whether or not any such leave of absence shall constitute a
termination of employment within the meaning of the Plan; and
2. The impact, if any, of any such leave of absence on awards under
the Plan theretofore made to any Participant who takes such leave
of absence.
G. FAIR MARKET VALUE. Whenever the fair market value of Common Stock is to
be determined under the Plan as of a given date, such fair market value
shall be:
1. IF AN IPO HAS BEEN MADE OR IF THE COMPANY HAS MERGED WITH A PUBLIC
CORPORATION.
A. If the Common Stock is principally traded on an exchange or
market in which prices are reported on a bid and asked basis,
the average of the mean between the bid and the asked price
for the Common Stock at the close of trading for the 10
consecutive trading days immediately preceding such given
date;
B. If the Common Stock is principally listed on a national
securities exchange, the average of the closing prices of the
Common Stock on the Composite Tape for the 10 consecutive
trading days immediately preceding such given date; or
C. If the Common Stock is neither traded on the over-the-counter
market nor listed on a national securities exchange, such
value as the Board, in good faith, shall determine.
2. IF NO IPO HAS BEEN MADE AND NO MERGER WITH A PUBLIC CORPORATION
HAS OCCURRED. The value shall be determined as of the end of each
fiscal year using a method which is consistent with the method
used to value the Company during previous merger negotiations. The
value determined as of the end of a fiscal year shall be the fair
market value for all options granted during the following fiscal
year.
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H. NOTICES. Every direction, revocation or notice authorized or required
by the Plan shall be deemed delivered to the Company
1. On the date it is personally delivered to the Secretary of the
Company at its principal executive offices; or
2. Three business days after it is sent by registered or certified
mail; postage prepaid, addressed to the Secretary at such offices.
and to an Optionee:
3. On the date it is personally delivered to him or her; or
4. Three business days after it is sent by registered or certified
mail, postage prepaid, addressed to him or her at the last address
shown for him or her on the records of the Company.
I. APPLICABLE LAW. All questions pertaining to the validity, construction
and administration of the plan and Stock Options granted hereunder
shall be determined in conformity with the laws of the State of
Michigan.
J. ELIMINATION OF FRACTIONAL SHARES. If under any provision of the Plan
that requires a computation of the number of shares of Common Stock
subject to a Stock Option, the number so computed is not a whole number
of shares of Common Stock, such number of shares shall be rounded down
to the next whole number.
K. STOCK RESTRICTION AGREEMENT. Notwithstanding anything to the contrary
contained in the Plan, the Company shall be under no obligation to sell
or deliver Common Stock under the Plan to an Optionee unless such
Optionee shall execute a Stock Option Agreement substantially in the
form of Exhibit A attached hereto, which contains provisions regarding
the Optionee's competing with the Company and stock restrictions.
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