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 13 86K
2: EX-2.1 Stock Purchase Agreement 45 205K
4: EX-10.10 Loan Agreement Deposit Guaranty National Bank 14 60K
5: EX-10.11 Loan Agreement, Nations Bank 18 67K
6: EX-10.12 Consulting Agreement 5 24K
7: EX-10.13 Consulting Agreement 5 24K
3: EX-10.9 Non-Employee Director Stock Option Plan 8 35K
8: EX-13.1 Annual Report to Security Holders 32 127K
9: EX-21.1 Subsidiaries of the Company 1 5K
10: EX-23.1 Consent of Ernst & Young 1 7K
11: EX-27 Financial Data Schedule 1 7K
EX-10.9 — Non-Employee Director Stock Option Plan
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EXHIBIT 10.9
NATIONAL PICTURE & FRAME COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. Purpose. The purpose of the National Picture & Frame
Company's Non- Employee Directors' Stock Option Plan (the "Plan") is to advance
the interests of National Picture & Frame Company (the "Company") and its
stockholders by enabling members of the Board of Directors of the Company (the
"Board") who are not employees of the Company or any of its Subsidiaries to
elect to receive payment of fees for their services as directors in the form of
options to acquire Common Stock of the Company, $.01 par value per share
("Common Stock"), thus encouraging stock ownership in the Company by its
non-employee directors.
2. Administration. The Plan shall be administered by
the Compensation Committee of the Board (the "Committee"). The Committee shall,
subject to the provisions of the Plan, have the power to construe the Plan, to
determine all questions arising thereunder and to adopt and amend such rules
and regulations for the administration of the Plan as it may deem desirable.
Any decisions of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive. The Committee may authorize any one or
more of its members or the secretary of the Committee or any officer of the
Company to execute and deliver documents on behalf of the Committee. No member
of the Committee shall be liable for anything done or omitted to be done by him
or her or by any other member of the Committee in connection with the Plan,
except for his or her own willful misconduct or as expressly provided by
statute.
3. Participation. Each member of the Board who is not a
regular employee of the Company or any of its Subsidiaries (a "Non-Employee
Director") shall be eligible to participate in the Plan. As used herein, the
term "Subsidiary" means any partnership, corporation, association, limited
liability company, joint stock company, trust, joint venture, unincorporated
organization or other business entity of which (i) if a corporation, a majority
of the total voting power of shares of stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by the Company or one or more of the other Subsidiaries of the Company or a
combination thereof, or (ii) if a partnership, association, limited liability
company, joint stock company, trust, joint venture, unincorporated organization
or other business entity, a majority of the partnership or other similar
ownership interest thereof is at the time owned or controlled, directly or
indirectly, by the Company or one or more Subsidiaries of the Company or a
combination thereof. For purposes hereof, the Company or a Subsidiary shall be
deemed to have a majority ownership interest in a partnership, association,
limited liability company, joint stock company, trust, joint venture,
unincorporated organization or other business entity if the Company or such
Subsidiary shall be allocated a majority
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of partnership, association, limited liability company, joint stock company,
trust, joint venture, unincorporated organization or other business entity
gains or losses or shall be or control the managing director, the trustee, a
manager or a general partner of such partnership, association, limited
liability company, joint stock company, trust, joint venture, unincorporated
organization or other business entity.
4. Election to Receive Options to Purchase Common Stock
in Lieu of Cash Compensation.
(a) A Non-Employee Director may elect to reduce all (but
not less than all) of the cash compensation otherwise payable for services to
be rendered by him or her as a director (including the annual retainer fee and
any fees payable for services on the Board or any committee thereof, but
excluding any reimbursement for out-of-pocket expenses) and to receive in lieu
thereof options to purchase shares of Common Stock as provided in this Section
4.
(b) Each year, at least six months prior to the Company's
next scheduled annual meeting of stockholders (or, for Non-Employee Directors
whose Initial Election Date shall fall within the period of six months prior to
the next scheduled annual meeting, on said Initial Election Date), each
non-employee member of the Board may, subject to any subsequent approval by the
stockholders of the Company required by Rule 16b-3 promulgated under Section
16(b) of the Securities Exchange Act of 1934, make an irrevocable election to
receive, in lieu of all (but not less than all) cash compensation to which such
member would otherwise be entitled as a member of the Board and any committee
thereof (other than reimbursement for expenses) for the period from the next
scheduled annual meeting of stockholders to the day prior to the following
annual meeting of stockholders, an option granted in accordance with the
formula set forth below, provided, however, that a Non-Employee Director may
make his or her first election on, or at any time prior to, his or her Initial
Election Date. Subject to adjustment pursuant to Section 5, an election made
hereunder shall be effective, beginning on the Initial Election Date or the
annual meeting dates following subsequent elections, for the grant of such
number of Deferral Election Stock Options as it is determined by the Committee
to constitute an amount of options equivalent to the cash compensation elected
to be foregone. In making such determination of equivalency, the Committee
shall rely upon the option of an independent valuation expert of recognized
standing.
Each such election shall be evidenced by execution of an
Agreement substantially in the form of Exhibit A, which is attached hereto and
is hereby incorporated by reference, with such changes as the Board shall from
time to time approve (each, an "Election Agreement"), subject to the
limitations set forth in this Section 4, and shall be delivered to the
Secretary of the Company. The date of grant of any such Deferral Election
Stock Option shall be such be such non-employee member's Initial Election Date
or the annual meeting date following a subsequent election, as the case may be.
The Company shall effect the granting of Deferral Election Stock Options by its
execution of the respective Election Agreement.
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(c) The term "Deferral Election Stock Option" shall mean
and refer to any option issued to a Non-Employee Director pursuant to the
election of such person to receive such option in lieu of cash made in
accordance with Section 4(b). The term "Initial Election Date" shall mean,
for each member of the Board, the later to occur of (i) the date this Plan is
adopted by the Board, or (ii) the date of such member's initial election or
appointment to the Board.
(d) The Option Price per share of all Deferral Election
Stock Options granted hereunder (the "Option Price") shall be the closing sale
price (or if no closing sale price is reported, the closing bid price) for the
Common Stock on the Nasdaq National Market (or, if the principal trading market
for the Common Stock is a national securities exchange, on such securities
exchange) on the most recent trading day preceding the date of the next
scheduled annual meeting of stockholders. In the event that the Common Stock
is not admitted to trading on the Nasdaq National Market or on a national
securities exchange, the Option Price shall be the per share fair market value
of the Common Stock on the date the option is granted, as determined by the
Committee on the basis of such factors as it deems appropriate.
(e) Subject to acceleration as provided below, one year
after the date of grant, or such greater number of years as the Committee shall
determine, a Deferral Election Stock Option shall become exercisable for all
shares of Common Stock covered thereby. If the tenure Director of any
Non-Employee Director as a member of the Board ends during the one-year period
for which cash compensation has been foregone, however, such Non-Employee
Director's rights in such option shall be as follows:
(i) Upon the death or Disability of such Non-Employee
Director during such one-year period, each Deferral
Election Stock Option shall become immediately
exercisable as to 100% of the shares of Common Stock
covered thereby;
(ii) If the tenure of any Non-Employee Director as a
member of the Board ends during such one-year period
for any reason other than death or Disability, a
portion of the shares of the Common Stock covered
thereby shall become immediately exercisable as
follows:
(A) The shares of the Common Stock covered by a
Deferral Election Stock Option attributable
to the election to forgo cash fee for the
one-year period in which such Non-Employee
Director's tenure terminates shall be
prorated (determined using the actual number
of days served since the annual meeting of
stockholders and an assumed 365-day year) and
such option shall become immediately
exercisable to the extent of that portion of
the shares of Common Stock attributable to
the time served as a Non-Employee Director
during that one-year period; and
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(B) As to the balance of the shares of Common
Stock covered by such Deferral Election Stock
Option for such one-year period, such option
shall lapse immediately.
Notwithstanding the foregoing, upon the occurrence of a change in control as
contemplated by Section 7, each Deferral Election Stock option outstanding
under this Plan shall become immediately exercisable as to all of the shares of
Common Stock covered thereby. Once any portion of a Deferral Election Stock
Option becomes exercisable, it shall remain exercisable until the earlier of
(1) the fifth anniversary of the date of grant or (2) one year after the
termination of the Non-Employee Director's tenure as a member of the Board for
any reason. For purposes of this Plan, the term "Disability" shall mean a
permanent and total disability as defined in the Company's Long- Term
Disability Plan in effect at such time or as otherwise approved by the
Committee.
(f) The grant of Deferral Election Stock Options is intended to
comply in all respects with Rule 16b-3(d)(1) promulgated under Section 16(b) of
the Securities Exchange Act of 1934 such that the issuance of Deferral Election
Stock Options under the Plan shall be exempt from Section 16(b) of the
Securities Exchange Act of 1934.
(g) The grant date for each Deferral Election Stock Option for the
Non-Employee Director electing such option shall be the Initial Election Date
or the annual meeting date following a subsequent election; provided, however,
that for the purposes of Section 16(a) and 16(b) of the Securities Exchange Act
of 1934 only, the grant date of any Deferral Election Stock Option subject to
subsequent approval by the Company's stockholders of the Plan or any amendments
thereto shall be the date upon which such approval is duly obtained. For all
other purposes under this Plan, unless otherwise stated, the grant date for any
Deferral Election Stock Option shall be the Initial Election Date or the annual
meeting date following a subsequent election for the Non-Employee Director
electing such option.
5. Number of shares of Common Stock Issuable Under the Plan.
(a) The maximum number of shares of Common Stock that may be
issued upon exercise of options granted pursuant to the Plan shall be 125,000.
The maximum number of shares stated above is subject to adjustment under the
provisions of Section 5(b). The shares of Common Stock to be issued upon
exercise of options may be authorized but unissued shares or shares previously
issued which have been reacquired by the Company. In the event any option
shall, for any reason, terminate or expire or be surrendered without having
been exercised in full, the shares subject to such option but not purchased
thereunder shall be available for future options to be granted under this Plan.
(b) The maximum number of shares referred to in Section 5(a), the
Option Price and the number of shares which may be purchased under any
outstanding option granted under this Plan shall be proportionately adjusted
for any increase or decrease in the number of issued and
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outstanding shares of the Common Stock of the company as the result of (i) the
declaration and payment of a dividend payable in Common Stock of the Company,
or the division of the Common Stock of the Company outstanding at the date
hereof (or the date of the grant of any such outstanding option, as applicable)
into a greater number of shares without the receipt of consideration therefor
by the Company, or any other increase in the number of such shares of the
Company outstanding at the date hereof (or the date of the grant of any such
outstanding option, as applicable) which is effective without the receipt of
consideration therefor by the Company (exclusive of any shares of Common Stock
granted by the Company to employees without receipt of separate consideration
by the Company), or (ii) the consolidation of the shares of Common Stock of the
Company outstanding at the date hereof (or the date of the grant of any such
outstanding option, as applicable) into a smaller number of shares without the
payment of consideration thereof by the Company, or any other decrease in the
number of such shares of Common Stock outstanding at the date hereof (or the
date of the grant of any such outstanding option, as applicable) effected
without the payment of consideration by the Company; provided, however, the
total Option Price for all shares which may be purchased upon the exercise of
any option granted pursuant to this Plan (computed by multiplying the number of
shares originally purchasable thereunder, reduced by the number of such shares
which have theretofore been purchased thereunder, by the original Option Price
per share before any of the adjustments herein provided for) shall not be
changed.
In the event of a change in the Common Stock as presently
constituted which is limited to a change of the Company's authorized shares
with a par value into the same number of shares with a different par value or
without par value, the shares resulting from any such change will be deemed to
be the Common Stock within the meaning of this Plan.
The foregoing adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided in this Section 5, a Non-Employee Director shall
have no rights by reason of any subdivision or consolidation of shares of stock
of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class.
6. Payment of Option Prices. Upon the exercise of any option
granted under this Plan, a Non-Employee Director (or such Non-Employee
Director's guardian or other legal representative) shall pay the full Option
Price for the shares of Common Stock elected to be purchased in cash or by
certified or bank cashier's check, unless the Election Agreement shall provide
for the payment of the Option Price by other means.
7. Fundamental Corporate Changes, Changes in Control. In the
event of a consolidation or merger of the Company with another corporation, or
the sale or exchange of all or substantially all of the assets of the Company,
or a reorganization or liquidation of the Company, each Non-Employee Director
holding any outstanding options shall be entitled to receive, upon exercise of
any option and payment in accordance with the terms of such option, the same
number of shares of Common Stock, other securities or other property as such
Non-Employee Director
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would have been entitled to receive upon the occurrence of such event if such
Non-Employee Director had been, immediately prior to such event, the holder of
the number of shares of Common Stock purchasable under such Non-Employee
Director's option or, if another corporation shall be the surviving
corporation, such surviving corporation shall substitute therefor substantially
equivalent shares, securities or property of such other corporation. In the
event of an acquisition of the Company involving a change in control, whether
by merger, consolidation, sale of assets, sale of stock or otherwise, options
granted hereunder shall become exercisable immediately, without regard to the
deferred exercise period otherwise stated in such options.
8. Miscellaneous Provisions.
(a) No Non-Employee Director shall be entitled under this Plan to
voting rights, dividends or other rights of stockholder, prior to the
issuance of Common Stock. Neither the Plan nor any action taken hereunder
shall be construed as giving any Non-Employee Director any right to be
retained in the service of the Company.
(b) All options granted under this Plan shall not be transferable
by the Non- Employee Director, other than by will or the laws of descent and
distribution, and shall be exercisable during the Non-Employee Director's
lifetime only by such Non-Employee Director or by such Non-Employee
Director's guardian or other legal representative.
(c) No shares of Common Stock shall be issued hereunder unless
counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable federal, state, local and foreign securities,
securities exchange and other applicable laws and requirements.
(d) It shall be a condition to the obligation of the Company to
issue shares of Common Stock upon exercise of options granted hereunder,
that the participant pay to the Company, upon its demand, such amount as may
be requested by the Company for the purpose of satisfying any liability to
withhold federal, state, local or foreign income or other taxes. If the
amount requested is not paid, the Company shall have no obligation to issue,
and the Non-Employee Director shall have no right to receive, shares of
Common Stock.
(e) The expenses of the Plan shall be borne by the Company and its
Subsidiaries.
(f) By accepting any Common Stock hereunder or other benefit under
the Plan, each participant and each person claiming under or through him or
her shall be conclusively deemed to have indicated his or her acceptance and
ratification of, and consent to, any action taken under the Plan by the
Company or the Committee.
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(g) The Company shall use its best efforts to cause to be filed
under the Securities Act of 1933, as amended, a registration statement
covering the shares of Common Stock issuable upon exercise of options
granted under the Plan.
(h) The provisions of this Plan shall be governed by and construed
in accordance with the laws of the State of Delaware.
(i) Pending the grant of Deferral Election Stock Options
hereunder, all compensation earned by a Non-Employee Director with respect
to which an election to receive the grant of Deferral Election Stock Options
pursuant to Section 4 above has been made shall be the property of such
director and shall be paid to him or her in cash in the event that Deferral
Election Stock Options are not granted by the Company hereunder.
(j) Headings are given to the sections of this Plan solely as a
convenience to facilitate reference. Such headings, numbering and
paragraphing shall not in any case be deemed in any way material or relevant
to the construction of this Plan or any provisions thereof. The use of the
singular shall also include within its meaning the plural, where
appropriate, and vice versa.
9. Amendment. The Plan may be amended at any time and from time
to time by resolution of the Board as the Board shall deem advisable; provided,
however, that no amendment shall become effective without stockholder approval
if such stockholder approval is required by law, rule or regulation, and
provided further, to the extent required by Rule 16b-3 under Section 16 of the
Securities Exchange Act of 1934, in effect from time to time, Plan provisions
shall not be amended more than once every six months, except that the foregoing
shall not preclude any amendment to comport with changes in the Internal
Revenue Code of 1986, the Employee Retirement Income Security Act of 1974 or
the rules thereunder or any other applicable federal or state statute or
regulation in effect from time to time. No amendment of the Plan shall
materially and adversely affect any right of any participant with respect to
any options to purchases shares of Common Stock theretofore issued without such
participant's written consent, except for any modifications required to
maintain compliance with any federal or state statute or regulation.
10. Termination. This Plan shall terminate upon the earlier of
the following dates or events to occur:
(a) upon the adoption of a resolution of the Board terminating
the Plan; or
(b) ten years from the date the Plan is initially approved and
adopted by the stockholders of the Company in accordance with Section 11.
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No termination of the Plan shall materially and adversely affect any
of the rights or obligations of any person without his or her consent with
respect to any options to purchase shares of Common Stock theretofore under the
Plan.
11. Stockholder Approval and Adoption. This Plan is dated August
21, 1995, which is the date upon which the Board adopted the Plan. The Plan
shall be submitted to the stockholders of the Company for their approval and
adoption at the meeting of stockholders of the Company to be held in August,
1996. The Plan shall not be effective unless and until the Plan has been so
approved and adopted. The stockholders shall be deemed to have approved and
adopted the Plan only if it is approved and adopted at a meeting of the
stockholders duly held on that date (or any adjournment of said meeting
occurring subsequent to such date) by vote taken in the manner required by the
laws of the State of Delaware.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/29/96 | | | | | | | None on these Dates |
| For Period End: | | 4/30/96 |
| | 8/21/95 | | 8 |
| List all Filings |
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