Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 44 248K
2: EX-3.(II) Bylaws 15 56K
4: EX-10.18 Employment Agreement 3 14K
5: EX-10.20 Employment Agreement 2 11K
6: EX-10.21 Waiver and Release 1 10K
7: EX-10.22 Service Agreement 7 17K
8: EX-10.23 Letter Agreement 1 9K
9: EX-10.24 Letter Agreement 1 11K
10: EX-10.25 Promissory Note 2 14K
11: EX-10.26 Amendment to Promissory Note 2 13K
12: EX-10.27 Non-Employee Director Stock Plan 4 19K
13: EX-10.28 Executive Stock Plan 4 20K
14: EX-10.29 Employment Agreement 7 25K
15: EX-10.30 Stock Option Agreement 2 15K
16: EX-10.31 Stock Option Agreement 2 15K
3: EX-10.8 Amendment to Consent Judgement 13 33K
17: EX-11 Computation of Earnings 1 10K
18: EX-21 Subsidiaries 1 8K
19: EX-27 Financial Data Schedule 1 11K
EX-10.27 — Non-Employee Director Stock Plan
| EX-10.27 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.27
GELMAN SCIENCES INC.
NON-EMPLOYEE DIRECTOR STOCK PLAN
NAME AND GENERAL PURPOSE OF PLAN. The name of the plan is the Gelman Sciences
Inc. Non-Employee Director Stock Plan (the "Plan"). The Plan was adopted by
the Board of Directors (the "Board") of Gelman Sciences Inc. (the "Company") on
September 20, 1995, subject to shareholder approval and ratification. The
purpose of the Plan is to provide non-employee directors of the Company an
opportunity to participate in future appreciation in the share value of the
Company's stock, further aligning the interests of non-employee directors with
the interests of shareholders of the Company, with the goal of maximizing
return on shareholder investment. The opportunity to participate in Company
stock appreciation is intended to enable the Company to attract and retain
superior Board members. The Plan consists of two components: (1) stock
options and (2) receipt of all or part of a non-employee director's fees in
Company stock, in lieu of cash compensation, at the election of the
non-employee director.
1. OPTIONS ISSUABLE UNDER PLAN. During each fiscal year, the Non-Employee
Director Stock Plan Committee (the "Committee") will issue options, in
accordance with Section 2, below, to purchase shares of the common stock
of the Company ("Shares"). The maximum number of Shares with respect to
which options may be granted under the Plan in any fiscal year of the
Company is 40,000, subject to adjustment pursuant to Section 4, below (the
"Plan Limit"). The Shares issued upon exercise of an option may be
treasury shares or authorized but unissued shares or a combination
thereof.
2. OPTION PARTICIPANTS AND GRANTS. Upon initial election to office, each
Participant will be granted an option to purchase 9,000 Shares and, on
each July 31st following reelection to office, an option to purchase 1,000
Shares. Each such option will become first exercisable six months after
the date of the grant, provided that the option recipient's status as a
non-employee director of the Company has not changed and the Plan then
remains in effect. Successive options may be granted to the same person,
whether or not any option previously granted to such person remains
unexercised. Each option granted pursuant to the Plan is referred to
hereinafter as an "Option," and each non-employee director of the Company
is referred to hereinafter as a "Participant."
3. OPTION PRICE. The exercise price per share underlying each Option will
be the closing price per share of Common Stock on the American Stock
Exchange on the last trading day immediately preceding the date of grant.
The Option exercise price will be payable in whole or in part, at the
election of the Participant, (i) in cash or (ii) in shares of Common Stock
valued at the closing
1
price for Common Stock on the American Stock Exchange on the last
trading day immediately preceding the date of exercise, to the extent
permitted by all applicable laws and regulations, unless the Committee
determines that the application of any Financial Accounting Standard Board
rule affecting the tender of shares would be detrimental to the best
interests of the Company.
4. ADJUSTMENTS. The Committee will provide for such adjustments in the
exercise price per share with respect to each outstanding Option and in
the number of shares covered by each outstanding Option as is equitably
required to prevent dilution or enlargement of the rights of any
Participant that would otherwise result from (a) any stock dividend, stock
split, combination of shares, recapitalization or other change in the
capital structure of the Company, (b) any merger, consolidation,
separation, reorganization or partial or complete liquidation or (c) any
transaction or event having an effect similar to any of the foregoing.
5. EXPIRATION; TRANSFER; EXERCISE; RELOAD OPTIONS. Each Option granted
under the Plan will expire on the date that is ten (10) years from the
date of grant. No Option will be transferable to a Participant otherwise
than by will or the laws of descent and distribution. A Participant may
exercise an Option upon receipt by the Company of such forms as the
Company may require in advance of exercise and the required payment. A
stock certificate may be issued as soon as practical after exercise and
payment. An Option is exercisable during the Participant's lifetime only
by the Participant, except that in case of incompetence or disability of a
Participant, an Option may be exercised on behalf of the Participant by
his or her guardian or legal representative. The Company will assist any
Participant in effecting a "cashless exercise" of any Option; that is, if,
immediately following an Option exercise, the Participant decides to sell
all or any of the shares underlying the Option, the Participant will
receive (in lieu of a certificate evidencing such shares) the amount by
which the sale price of such shares exceeds the exercise price, after
deducting applicable taxes and brokerage fees, but without deduction for
interest that might otherwise be paid on any advance of monies to the
Participant between the exercise and settlement dates. Each Participant
will receive an automatic grant of an additional Option (a "reload
option") upon the exercise of an Option through the delivery of shares of
Common Stock, in the manner set forth in the Stock Option Agreement
(defined in Section 6, below). The number of Shares with respect to which
reload options are granted will be counted against the Plan Limit as of
the date of grant.
6. STOCK OPTION AGREEMENT; CANCELLATION. The granting of any Option shall
be evidenced by a stock option agreement ("Stock Option Agreement"). Such
Stock Option Agreement may, with the concurrence of the affected
Participant (and subject to the limitations set forth in Section 9,
below), be amended by the Committee, provided that the terms of each such
amendment are not inconsistent with the terms of the Plan. The Committee
may, with the
2
concurrence of the affected Participant, cancel any Option granted
under the Plan or any warrant for the purchase of the Company's common
stock granted to any non-employee director of the Company pursuant to one
or more warrant agreements entered into prior to September 20, 1995. In
the event of any cancellation of an outstanding Option, the Company may
authorize the granting of one or more new Options under the Plan in such
manner, at such price and subject to similar terms and conditions as would
have been applicable had the cancelled Option not been granted. In the
event of any cancellation of an outstanding warrant, the Committee may
authorize the granting of one or more Options under the Plan for the same
number of shares at the same exercise price and upon the terms set forth
in the warrant, or, at the election of the Participant, providing for
exercise in such manner, at such price and subject to similar terms and
conditions as would be been applicable had the cancelled warrant not been
granted.
7. STOCK IN LIEU OF DIRECTORS' FEES. Each Participant may elect to receive
shares of Common Stock in an amount equal to, and in lieu of, all or part
of the fees that otherwise would be paid by the Company to such
Participant as compensation for serving on the Board. For purposes of
such payment in stock, a share of Common Stock will be valued at the
closing price on the American Stock Exchange on the last trading day of
the fixed quarter prior to the scheduled date for payment of such fees.
The value of any fractional share amount will be paid in cash. Such
election may be made by written notice to the Company's Secretary prior to
the start of each fiscal year.
8. ADMINISTRATION. The Plan will be administered by the Committee,
comprised initially of three or more persons, none of whom may be a
Participant, but each of whom may be (but need not be) an employee or
employee-director of the Company. A majority of Committee members will
constitute a quorum, and the action of a majority of the members of the
Committee present at any meeting at which a quorum is present, or the
unanimous written action of the Committee, will be considered the action
of the Committee.
9. PLAN AMENDMENT; TERMINATION. This Plan is subject to initial
ratification and approval of the Company's shareholders, but may be
terminated or amended thereafter from time to time by the Committee.
However, no such amendment by the Committee shall (a) increase the maximum
number of shares of Common Stock that may be issued under this Plan,
subject to adjustments pursuant to Section 4 above, (b) change the
designation in Section 2 of the persons eligible to be granted Option or
(c) cause Rule 16b-3 (or any successor rule) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934 to cease to be applicable to this Plan without further
approval of the shareholders of the Company. Neither the Plan, nor any
Stock Option Agreement, may be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the
3
Employee Retirement Security Act, or the rules thereunder, or rules
promulgated by the Commission.
10. GOVERNING RULES. This Plan is intended to comply with and be subject to
Rule 16b-3 as in effect prior to May 1, 1991. The Committee may at any
time elect that this Plan shall be subject to Rule 16b-3 (or its
successor) as in effect on or at any time after May 1, 1991 and, without
shareholder approval, make any and all amendments to this Plan that are
necessary to comply with the provisions of the Rule as then in effect or
make any other amendments that do not require shareholder approval under
applicable rules and regulations then in effect.
4
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 10/17/96 | | | | | | | None on these Dates |
| For Period End: | | 7/31/96 |
| | 9/20/95 | | 1 | | 3 |
| List all Filings |
↑Top
Filing Submission 0000950124-96-004405 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 1:45:03.1am ET 