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Form #1522Stock option plan for officers of corporation and key employees
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Stock option plan for officers of corporation and key employees
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Stock option plan for
officers of corporation and key employees.
Section 1. Establishment. There is established a stock
option plan (called the "plan") pursuant to which officers and key
employees of the corporation and its subsidiaries who are mainly responsible
for its continued growth and development and future financial success may be
granted options to purchase shares of common stock of the corporation, in order
to secure to the corporation the advantages of the incentive and sense of
proprietorship inherent in stock ownership by these persons.
Section 2. Administration. The plan shall be
administered by a committee (called "committee") of not less than
three directors of the corporation, none of whom shall be eligible to
participate in the plan, who shall be appointed and serve at the pleasure of
the board of directors. A majority of the committee shall constitute a quorum,
and the acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by a majority of the committee,
shall be deemed the acts of the committee. Subject to the provisions of the
plan and to policies determined by the board of directors, the committee is
authorized to adopt rules and regulations and to take any action in the
administration of the plan as it shall deem proper.
Section 3. Eligibility. Officers and key employees of
the corporation and its subsidiaries (including officers and employees who are
directors of the corporation) who, in the opinion of the committee, are mainly
responsible for the continued growth and development and future financial
success of the business shall be eligible to participate in the plan. The
committee shall, in its sole discretion, from time to time, select from these
eligible persons those to whom options shall be granted and determine the
number of shares to be included in the option. No officer or employee shall
have any right to receive an option, except as he or she is selected by the
committee.
Section 4. Shares Subject to Plan. Options may be
granted pursuant to the plan to purchase up to 125,000 shares of common stock
(subject to adjustment as provided in section 6 of this article), which may be
authorized and unissued shares or shares held in the treasury of the
corporation. To the extent that options granted under the plan shall expire or
terminate without being exercised, shares covered shall remain available for
purposes of the plan.
Section 5. Terms of Options. Each option granted under
the plan shall be evidenced by a stock option agreement between the corporation
and the person to whom the option is granted and shall be subject to the
following terms and conditions:
(a). The price at which each share covered by an
option may be purchased shall be determined in each case by the committee but
shall be not less than 95 percent of the fair market value at the time the
option is granted.
(b). The aggregate number of shares covered by any
option or options to one individual shall not exceed 10 percent of the
aggregate number of shares subject to the plan as provided in section 4 of this
article, excluding in the computation of the percentage for any individual the
number of shares covered by any option previously granted to the extent that
the option shall have expired or terminated without being exercised.
(c). During the lifetime of the optionee, the option
may be exercised only by him or her. The option shall not be transferable by
the optionee other than by will or by the laws of descent and distribution.
After the death of the optionee, the option shall be transferable to the
corporation for cancellation, but only upon the terms and conditions, if any,
as the board of directors may determine.
(d). An option may be exercised in whole at any time,
or in part from time to time, within the period or periods not to exceed 10
years from the granting of the option as may be determined by the committee and
set forth in the stock option agreement (period or periods referred to as the
option period) provided that,
(i). if the optionee shall cease to be employed by the
corporation or any of its subsidiaries, the option may be exercised only within
3 months after the termination of employment and within the option period;
(ii). if the optionee shall die, the option may be
exercised only within 15 months after death and within the option period and
only by his or her personal representatives or persons entitled under the will
or the laws of descent and distribution; and
(iii). the option may not be exercised for more shares
(subject to adjustment as provided in section 6 of this article) after the
termination of the optionee's employment or death than the optionee was
entitled to purchase at the time of the termination of employment or death.
(e). The option price of each share purchased pursuant
to an option shall be paid in full in cash at the time of the exercise of the
option. Except in case of the exercise of an option by an executor or
administrator in connection with the administration of the estate of the
optionee, the person exercising the option shall certify at the time of the
exercise that he or she is acquiring the shares being purchased for investment
and not with any intention to resell or distribute them.
(f). In consideration for the granting of each option,
the optionee shall agree to remain in the employment of the corporation or one
of its subsidiaries, at the pleasure of the corporation or subsidiary, for at
least two years from the date of the granting of the option or until the
January first nearest his or her 65th birthday, whichever may be earlier, at
the salary rate in effect at the time of the granting of the option or at a
changed rate as may be fixed from time to time by the corporation or
subsidiary. At the discretion of the committee, this requirement may be waived
in the case of any optionee who during the two-year period enters the active
service of the military forces of the United States or other United States
government service connected with national defense activities. Nothing
contained in the plan nor in any stock option agreement shall confer upon any
optionee any right with respect to the continuance of employment by the
corporation or any of its subsidiaries nor interfere in any way with the right
of the corporation or any subsidiary to terminate employment or change
compensation at any time.
(g). Any other terms and conditions not inconsistent
with the foregoing as the committee shall approve.
Section 6. Adjustment of Number and Price of Shares.
(a). In the event that a dividend is declared upon the
common stock of the corporation payable in shares of stock, the number of
shares of common stock covered by each outstanding option and the number of
shares available for issuance pursuant to the plan but not yet covered by an
option shall be adjusted by adding the number of shares which would have been
distributable if the shares had been outstanding on the date fixed for
determining the shareholders entitled to receive the stock dividend.
(b). In the event that the outstanding shares of
common stock of the corporation are changed into or exchanged for a different
number or kind of shares of stock or other securities of the corporation or of
another corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, merger or consolidation, then there shall be
substituted for the shares of common stock covered by each outstanding option
and for the shares available for issuance pursuant to the plan but not yet
covered by an option, the number and kind of shares of stock or other
securities which would have been substituted if the shares had been outstanding
on the date fixed for determining the shareholders entitled to receive the
changed or substituted stock or other securities.
(c). In the event there is any change, other than
specified above in this section 6, in the number or kind of outstanding shares
of common stock of the corporation or of any stock or other securities into
which the common stock shall be changed or for which it shall have been
exchanged, then if the board of directors shall determine, in its discretion,
that the change equitably requires an adjustment in the number or kind of
shares covered by outstanding options or which are available for issuance
pursuant to the plan but not yet covered by an option. The adjustment shall be
made by the board of directors and shall be effective and binding for all
purposes of the plan and on each outstanding stock option agreement.
(d). No adjustment or substitution provided for in
this section 6 shall require the corporation to issue or to sell a fractional
share under any stock option agreement and the total adjustment or substitution
with respect to each stock option agreement shall be limited accordingly.
(e). In the case of any adjustment or substitution
provided for in this section 6, the option price per share in each stock option
agreement shall be equitably adjusted by the board of directors to reflect the
greater or lesser number of shares of stock or other securities into which the
stock covered by the option may have been changed.
Section 7. Sales of Stock. Upon authorization by the
board of directors and subject to the limitations as to amount set forth in
section 4 and paragraph (b) of section 5 of this article, the committee may,
from time to time, sell for cash common stock of the corporation to eligible
officers and employees, instead of granting options to them, upon terms as the
committee may determine. The selling price of the shares sold shall be
determined in each case by the committee but shall be not less than 95 percent
of the fair market value at the time of the sale. The purchaser shall certify
that he or she is acquiring the shares being purchased for investment and not
with an intention to resell or distribute them.
Our Spam Policy
We hate getting spam as much as you do. So we have implemented a tough spam policy
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Submissions to this site, including any legal or business forms, posts, responses
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not be construed as legal advice. You are strongly encouraged to consult competent
legal council before engaging in any action based upon content contained on this
site.
These downloadable forms are only for personal use. Retransmission, redistribution,
or any other commercial use is prohibited. This includes reposting forms from this
site to another site offering free legal or other document forms for download.
Please note that the donator may have included different usage terms regarding this
form, and you agree to abide by these terms. It is highly recommended that you have
a licensed attorney review any legal documents for which you are searching in order
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Your use of this site constitutes your acceptance of our terms of use and your agreement
to hold this site, its officers, employees and any contributors to this site harmless
for any damage you might incur from your use of any submissions contained on this
site. If you do not agree to the above terms, please do not proceed.
These forms are provided to assist business owners and others in understanding important
points to consider in different transactions. They are offered with the understanding
that no legal advice, accounting, or other professional service is being offered
by these documents or on this website. Laws vary in the different states. Agreements
acceptable in one state may not be enforced the same way under the laws of another
state. Also, agreements should relate specifically to the particular facts of each
situation. Therefore, it is important to consult legal counsel whenever utilizing
these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com
is not engaged in recommending or referring members on the site or making claims
about the competence, character or qualifications of its participating members.
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Keywords: Stock option plan, officers of corporation, key employees
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