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AMENDED AND RESTATED
TELETECH HOLDINGS, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
1. PREAMBLE.
TeleTech Holdings, Inc., a Delaware corporation (the "COMPANY"), hereby
establishes the Amended and Restated TeleTech Holdings, Inc. 1999 Stock Option
and Incentive Plan (the "PLAN") as a means whereby the Company may, through
awards of (i) incentive stock options within the meaning of section 422 of the
Code (as herein defined), (ii) stock appreciation rights, (iii) non-qualified
stock options, (iv) restricted stock, and (v) phantom stock:
(a) provide employees of the Company and its subsidiaries with
additional incentive to promote the success of the Company's and its
subsidiaries' businesses and encourage such employees to remain in the
employ of the Company and its subsidiaries;
(b) provide incentive for potential employees to accept employment
with the Company; and
(c) provide directors of the Company who are not otherwise employees
of the Company, and consultants and other independent contractors who
provide services to the Company, with additional incentive to promote the
success of the Company's business.
The provisions of this Plan do not apply to or affect any option, stock
appreciation right, or stock heretofore or hereafter granted under any other
stock plan of the Company or any subsidiary, and all such options, stock
appreciation right or stock continue to be governed by and subject to the
applicable provisions of the plan or agreement under which they were granted.
2. DEFINITIONS.
2.01 "BOARD" or "BOARD OF DIRECTORS" means the board of directors of the
Company.
2.02 "CAUSE" means, as determined in the sole discretion of the Board, a
Participant's (a) commission of a felony or the commission of any crime
involving moral turpitude, theft, embezzlement, fraud, misappropriation of
funds, breach of fiduciary duty, abuse of trust or the violation of any other
law or ethical rule relating to the Company; (b) material or repeated dishonesty
or misrepresentation involving the Company or any Subsidiary; (c) material or
repeated misconduct in the performance or non-performance of Participant's
responsibilities as an employee, officer, Director, consultant or independent
contractor; (d) violation of a material condition of employment; (e)
unauthorized use of trade secrets or
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confidential information (or the Company's reasonable belief that a Participant
has or has attempted to do so); or (f) aiding a competitor of the Company or any
Subsidiary.
2.03 "CODE" means the Internal Revenue Code of 1986, as it exists now and as it
may be amended from time to time.
2.04 "COMMITTEE" means the committee comprised of two or more Directors
appointed by the Board to administer the Plan.
2.05 "COMMON STOCK" means the common stock of the Company, $.01 par value per
share.
2.06 "COMPANY" means TeleTech Holdings, Inc., a Delaware corporation, and any
successor thereto.
2.07 "DIRECTOR" means a member of the Board.
2.08 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as it exists now
or from time to time may hereafter be amended.
2.09 "FAIR MARKET VALUE" means for the relevant day:
(a) If shares of Common Stock are listed or admitted to unlisted
trading privileges on any national or regional securities exchange, the
last reported sale price, regular way, on the composite tape of that
exchange on the day Fair Market Value is to be determined;
(b) If the Common Stock is not listed or admitted to unlisted trading
privileges as provided in paragraph (a), and if sales prices for shares of
Common Stock are reported by the National Association of Securities
Dealers, Inc. Automated Quotations, Inc. National Market System ("Nasdaq
System"), then the last sale price for Common Stock reported as of the
close of business on the day Fair Market Value is to be determined, or if
no such sale takes place on that day, the average of the high bid and low
asked prices so reported and, if Common Stock is not traded on that day,
the next preceding day on which such stock was traded; or
(c) If trading of the Common Stock is not reported by the Nasdaq
System or on a stock exchange, Fair Market Value will be determined by the
Committee in its discretion based upon the best available data.
2.10 "ISO" means incentive stock options within the meaning of Section 422 of
the Code.
2.11 "NAKED SAR" means a SAR issued not in connection with an ISO or NSO.
2.12 "NSO" means non-qualified stock options, which are not intended to qualify
under Section 422 of the Code.
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2.13 "OPTION" means the right of a Participant, whether granted as an ISO or an
NSO, to purchase a specified number of shares of Common Stock, subject to the
terms and conditions of the Plan.
2.14 "OPTION DATE" means the date upon which an Option, SAR, Restricted Stock or
Phantom Stock is awarded to a Participant under the Plan.
2.15 "OPTION PRICE" means the price per share at which an Option may be
exercised.
2.16 "OUTSIDE DIRECTOR" means a Non-Employee Director as defined in Section
16b-3(b)(3)(i) of the Exchange Act.
2.17 "PARTICIPANT" means an individual to whom an Option, SAR, Phantom Stock or
Restricted Stock has been granted under the Plan.
2.18 "PHANTOM STOCK" means a hypothetical share of Common Stock issued as
phantom stock under the Plan.
2.19 "PLAN" means the Amended and Restated TeleTech Holdings, Inc. 1999 Stock
Option and Incentive Plan, as set forth herein and as from time to time amended.
2.20 "RESTRICTED STOCK" means Common Stock awarded to a Participant pursuant to
this Plan and subject to the restrictions contained in Section 9.
2.21 "SAR" means a stock appreciation right. A SAR may be a Naked SAR or a
Tandem SAR.
2.22 "SECURITIES ACT" means the Securities Act of 1933, as it exists now or from
time to time may hereinafter be amended.
2.23 "SUBSIDIARY" means any corporation or other entity of which the majority
voting power or equity interest is owned directly or indirectly by the Company.
2.24 "TANDEM SAR" means a SAR associated with and issued in connection with an
ISO or NSO.
2.25 RULES OF CONSTRUCTION.
(a) GOVERNING LAW. The construction and operation of this Plan are
governed by the laws of the State of Delaware.
(b) UNDEFINED TERMS. Unless the context requires another meaning, any
term not specifically defined in this Plan has the meaning given to it by
the Code.
(c) HEADINGS. All headings in this Plan are for reference only and
are not to be utilized in construing the Plan.
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(d) GENDER. Unless clearly appropriate, all nouns of whatever gender
refer indifferently to persons of any gender.
(e) SINGULAR AND PLURAL. Unless clearly inappropriate, singular terms
refer also to the plural and vice versa.
(f) SEVERABILITY. If any provision of this Plan is determined to be
illegal or invalid for any reason, the remaining provisions shall continue
in full force and effect and shall be construed and enforced as if the
illegal or invalid provision did not exist, unless the continuance of the
Plan in such circumstances is not consistent with its purposes.
(g) TERMINATION OF EMPLOYMENT. For all purposes of this Plan, an
employee will have terminated employment with the Company when the
employee's employment relationship with the Company and all of its
subsidiaries is terminated. Additionally, for all purposes of the Plan, (i)
a consultant's or independent contractor's "employment with the Company"
shall be considered terminated upon the termination of any consulting or
independent contractor agreement, or when the consultant or independent
contractor no longer performs any services for the Company, and (ii) a
non-employee Director's "employment with the Company" shall be considered
terminated at the time such Director ceases to serve on the Board.
3. STOCK SUBJECT TO THE PLAN.
Except as otherwise provided in Section 13, the aggregate number of shares
of Common Stock that may be issued under Options or as Restricted Stock under
this Plan may not exceed 10,000,000 shares of Common Stock. Reserved shares may
be either authorized but unissued shares or treasury shares, in the Board's
discretion. If any awards hereunder shall terminate or expire, as to any number
of shares, new Options, and Restricted Stock may thereafter be awarded with
respect to such shares. Except as otherwise provided in Section 13, no
Participant may be granted awards under the Plan in any calendar year in respect
of more than 300,000 shares of Common Stock.
4. ADMINISTRATION.
The Plan shall be administered by the Committee. In addition to any other
powers set forth in this Plan, the Committee has the exclusive authority:
(a) to construe and interpret the Plan, and to remedy any ambiguities
or inconsistencies therein;
(b) to establish, amend and rescind appropriate rules and regulations
relating to the Plan;
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(c) subject to the express provisions of the Plan, to determine the
individuals who will receive awards of Options, Restricted Stock, Phantom
Stock and/or SARs, the times when they will receive them, the number of
shares to be subject to each award and the Option Price, payment terms,
payment method, and expiration date applicable to each award;
(d) to contest on behalf of the Company or Participants, at the
expense of the Company, any ruling or decision on any matter relating to
the Plan or to any awards of ISOs, NSOs, Restricted Stock, Phantom Stock
and/or SARs;
(e) generally, to administer the Plan, and to take all such steps and
make all such determinations in connection with the Plan and the awards of
ISOs, NSOs, Restricted Stock, Phantom Stock and/or SARs granted thereunder
as it may deem necessary or advisable;
(f) to determine the form in which payment of a SAR or a Phantom
Stock award granted hereunder will be made (i.e., cash, Common Stock or a
combination thereof) or to approve a participant's election to receive cash
in whole or in part in settlement of the SAR or Phantom Stock award;
(g) to determine the form in which tax withholding under Section 16
of this Plan will be made; and
(h) to amend the Plan or any Option, Restricted Stock, Phantom Stock
or SAR granted or awarded hereunder as may be necessary in order for any
business combination involving the Company to qualify for
pooling-of-interest treatment under APB No. 16.
5. ELIGIBLE PARTICIPANTS.
Subject to the provisions of the Plan, the Committee shall determine from
time to time (a) those employees, officers, Directors, consultants and
independent contractors of the Company or a Subsidiary, and non-employees and
non-officers to whom the Company or any Subsidiary has extended an offer of
employment, who shall be designated as Participants, and (b) the number of
Options, SARs, Restricted Stock, and Phantom Stock, or any combination thereof,
to be awarded to each such Participant; PROVIDED, HOWEVER, that no ISOs or
Tandem SARs granted with respect to ISOs shall be awarded under the Plan more
than ten years after the date this Plan is adopted by the Board. In addition, no
ISOs may be awarded to a Participant who is not an employee of the Company or a
Subsidiary.
6. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS.
The Committee, in its discretion, may grant ISOs to any Participant under
the Plan; PROVIDED, HOWEVER, that no ISOs may be granted to a Director or other
Participant who is not an employee of the Company or a Subsidiary. Each ISO
shall be evidenced by an agreement between the Company and the Participant in a
form approved by the Committee. Unless the
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Committee, in its discretion, determines otherwise, each ISO agreement shall be
subject to the following terms and conditions and to such other terms and
conditions as the Committee may deem appropriate;
(a) OPTION PERIOD. Each ISO will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions of
Section 12;
(ii) 10 years (or five years as specified in Section 6(e)) from
the Option Date;
(iii) three months after the Participant's termination of
employment with the Company for any reason other than
death; or
(iv) six months after the Participant's death.
(b) OPTION PRICE. Subject to the provisions of Section 6(e), the
Option Price per share shall be determined by the Committee at the time any
ISO is granted, and shall not be less than the Fair Market Value of the
Common Stock subject to the ISO on the Option Date.
(c) OTHER OPTION PROVISIONS. The form of ISO authorized by the Plan
may contain such other provisions as the Committee may, from time to time,
determine; provided, however, that such other provisions may not be
inconsistent with any requirements imposed on qualified stock options under
Section 422 of the Code.
(d) LIMITATIONS ON AWARDS. The aggregate Fair Market Value,
determined as of the Option Date, of Common Stock with respect to which
ISOs are exercisable by a Participant for the first time during any
calendar year under all ISO plans of the Company and any Subsidiary shall
not exceed $100,000.
(e) AWARDS TO CERTAIN STOCKHOLDERS. Notwithstanding Sections 6(a) and
6(b) hereof, if an ISO is granted to a Participant who owns stock
representing more than 10% of the voting power of all classes of stock of
the Company or a Subsidiary (as determined under the Code), the exercise
period specified in the ISO agreement for which the ISO thereunder is
granted shall not exceed five years from the Option Date and the Option
Price shall be at least 110% of the Fair Market Value (as of the Option
Date) of the Common Stock subject to the ISO.
7. TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION.
The Committee, in its discretion, may grant NSOs to any Participant under
the Plan. Each NSO shall be evidenced by an agreement between the Company and
the Participant in
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a form approved by the Committee. Unless the Committee, in its discretion,
determines otherwise, each NSO agreement shall be subject to the following terms
and conditions and to such other terms and conditions as the Committee may deem
appropriate:
(a) OPTION PERIOD. Each NSO will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions of
Section 12;
(ii) the date three months after the Participant's termination
of employment with the Company for any reason other than
death; or
(iii) the date six months after the Participant's death.
(b) OPTION PRICE. At the time when the NSO is granted, the Committee
will fix the Option Price. The Option Price may be greater than, less than,
or equal to Fair Market Value on the Option Date, as determined in the sole
discretion of the Committee.
(c) OTHER OPTION PROVISIONS. The form of NSO authorized by the Plan
may contain such other provisions as the Committee may from time to time
determine.
8. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.
The Committee may, in its discretion, grant a SAR to any Participant under
the Plan. Each SAR shall be evidenced by an agreement between the Company and
the Participant, in a form approved by the Committee, and may be a Naked SAR or
a Tandem SAR. Unless the Committee, in its discretion, determines otherwise,
each SAR awarded to Participants under the Plan shall be subject to the
following terms and conditions and to such other terms and conditions as the
Committee may deem appropriate:
(a) TANDEM SARS. Tandem SARs shall terminate on the same date as the
related ISO or NSO. A Tandem SAR shall be exercisable only if the Fair
Market Value of a share of Common Stock on the date of surrender exceeds
the Option Price for the related Option, and then shall be exercisable to
the extent, and only to the extent, that the related Option is exercisable.
A Tandem SAR shall entitle the Participant to whom it is granted the right
to elect, so long as such Tandem SAR is exercisable and subject to such
limitations as the Committee shall have imposed, to surrender any then
exercisable portion of his related Option, in whole or in part, and receive
from the Company in exchange, without any payment of cash (except for
applicable employee withholding taxes), that number of shares of Common
Stock having an aggregate Fair Market Value on the date of surrender equal
to the product of (i) the excess of the Fair Market Value of a share of
Common Stock on the date of surrender over the per share Option Price, and
(ii) the number of shares of Common
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Stock subject to such Option or portion thereof which is surrendered. Any
Option or portion thereof which is surrendered shall no longer be
exercisable. The Committee, in its sole discretion, may allow the Company
to settle all or part of the Company's obligation arising out of the
exercise of a Tandem SAR by the payment of cash equal to the aggregate Fair
Market Value of the shares of Common Stock which the Company would
otherwise be obligated to deliver.
(b) NAKED SARS. Naked SARs shall terminate as provided in the
Participant's SAR agreement. The Committee may at the time of granting any
Naked SAR add such conditions and limitations to the Naked SAR as it shall
deem advisable, including but not limited to, limitations on the period
within which the Naked SAR shall be exercisable and the maximum amount of
appreciation to be recognized with regard to such Naked SAR.
(c) OTHER CONDITIONS. If a Participant is subject to Section 16(a)
and Section 16(b) of the Exchange Act, the Committee may at any time add
such additional conditions and limitations to such SAR which the Committee,
in its discretion, deems necessary or desirable in order to comply with
Section 16(a) or Section 16(b) of the Exchange Act and the rules and
regulations issued thereunder, or in order to obtain any exemption
therefrom.
9. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.
The Committee, in its discretion, may grant Restricted Stock to any
Participant under the Plan. Each grant of Restricted Stock shall be evidenced by
an agreement between the Company and the Participant in a form approved by the
Committee. Unless the Committee, in its discretion, determines otherwise, all
shares of Common Stock awarded to Participants under the Plan as Restricted
Stock shall be subject to the following terms and conditions and to such other
terms and conditions as the Committee may deem appropriate:
(a) RESTRICTED PERIOD. Shares of Restricted Stock awarded to
Participants may not be sold, transferred, pledged or otherwise encumbered
before they vest. Subject to the provisions of subparagraphs (b) and (c)
below and any other restrictions imposed by law, certificates evidencing
shares of Restricted Stock that vest will be transferred to the Participant
or, in the event of his death, to the beneficiary or beneficiaries
designated by writing filed by the Participant with the Committee for such
purpose or, if none, to his estate.
(b) FORFEITURES. A Participant shall forfeit all unpaid accumulated
dividends and all shares of Restricted Stock which have not vested prior to
the date that his employment with the Company is terminated for any reason.
(c) CERTIFICATES DEPOSITED WITH COMPANY. Each certificate issued in
respect of shares of Restricted Stock awarded under the Plan shall be
registered in the name of the Participant and deposited with the Company.
Each such certificate shall bear the following (or a similar) legend:
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"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) relating to Restricted Stock contained in the TeleTech
Holdings, Inc. 1999 Stock Option and Incentive Plan and an agreement
entered into between the registered owner and TeleTech Holdings, Inc.
Copies of such Plan and agreement are on file at the principal office
of TeleTech Holdings, Inc."
(d) STOCKHOLDER RIGHTS. Subject to the foregoing restrictions, each
Participant shall have all the rights of a stockholder with respect to his
shares of Restricted Stock including, but not limited to, the right to vote
such shares.
(e) DIVIDENDS. On each Common Stock dividend payment date, each
Participant shall receive an amount equal to the dividend paid on that date
on a share of Common Stock, multiplied by his number of shares of
Restricted Stock.
10. TERMS AND CONDITIONS OF PHANTOM STOCK.
The Committee may, in its discretion, award Phantom Stock to any
Participant under the Plan. Each award of Phantom Stock shall be evidenced by an
agreement between the Company and the Participant. The Committee may at the time
of awarding any Phantom Stock add such additional conditions and limitations to
the Phantom Stock as it shall deem advisable, including, but not limited to, the
right for Participants to receive dividends equivalent to those paid on Common
Stock, limitations on the period or periods within which the Phantom Stock may
be surrendered, and the maximum amount of appreciation to be recognized with
regard to such Phantom Stock. An award of Phantom Stock shall entitle the
Participant to whom it is awarded the right to elect, so long as such Phantom
Stock is vested and subject to such limitations as the Committee shall have
imposed, to surrender any then vested portion of the Phantom Stock, in whole or
in part, and receive from the Company in exchange therefor the Fair Market Value
on the date of surrender of the Common Stock to which the surrendered Phantom
Stock relates in cash or in shares of Common Stock as the Committee may
determine. If a Participant is subject to Section 16(a) and Section 16(b) of the
Exchange Act, the Committee may at any time add such additional conditions and
limitations to such Phantom Stock which, in its discretion, the Committee deems
necessary or desirable in order to comply with Section 16(a) or Section 16(b) of
the Exchange Act and the rules and regulations promulgated thereunder, or in
order to obtain any exemption therefrom.
11. MANNER OF EXERCISE OF OPTIONS.
To exercise an Option in whole or in part, a Participant, any permitted
transferee of a Participant or, after a Participant's death, a Participant's
executor or administrator, must give written notice to the Committee, stating
the number of shares to which he intends to exercise the Option. The Company
will issue the shares with respect to which the Option is exercised upon payment
in full of the Option Price. The Option Price may be paid (i) in cash, (ii) in
shares of Common Stock having an aggregate Fair Market Value, as determined on
the date
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of delivery, equal to the Option Price, or (iii) by delivery of irrevocable
instructions to a broker to promptly deliver to the Company the amount of sale
or loan proceeds necessary to pay for all Common Stock acquired through such
exercise and any tax withholding obligations resulting from such exercise. The
Option Price may be paid in shares of Common Stock which were received by the
Participant upon the exercise of one or more Options. The Option Price may be
paid in shares of Common Stock which were received by the Participant as an
award of Restricted Stock under the Plan. The Option Price may be paid by
surrender of Tandem SARs equal to the Option Price.
12. VESTING.
(a) A Participant may not exercise an Option, surrender a SAR or Phantom
Stock or transfer, pledge or dispose of any Restricted Stock until it has become
vested. The portion of an Option, SAR or Phantom Stock award or Restricted Stock
that is vested depends upon the period that has elapsed since the Option Date.
Unless the Committee establishes a different vesting schedule at the time an
Option is granted or the Restricted Stock, SAR or Phantom Stock is awarded, all
Options granted under this Plan, Restricted Stock, SARs and Phantom Stock
awarded under this Plan shall vest according to the following schedule:
<TABLE>
<CAPTION>
PERIOD ELAPSED CUMULATIVE
VESTED PERCENTAGE
-------------- -----------------
<S> <C>
First Anniversary of Option Date ............ 20%
Second Anniversary of Option Date ........... 40%
Third Anniversary of Option Date ............ 60%
Fourth Anniversary of Option Date ........... 80%
Fifth Anniversary of Option Date ............ 100%
</TABLE>
Except as provided below, if a Participant's employment with the Company or its
Subsidiaries is terminated, for any reason, such Participant automatically
forfeits any Options, Restricted Stock, SARs and/or Phantom Stock that are not
yet vested. A transfer of employment from the Company to a Subsidiary or
affiliate, or vice versa, is not a termination of employment for purposes of
this Plan. Unless the Committee in its sole discretion specifically waives the
application of this sentence, then notwithstanding the vesting schedule
contained herein or in the Participant's agreement, if the Participant's
employment, or if a Director, his membership on the Board, is terminated for
Cause, all Options, SARs, Restricted Stock and/or Phantom Stock granted or
awarded to the Participant will be immediately cancelled and forfeited by the
Participant upon delivery to him of notice of such termination.
(b) If it determines that special circumstances exist, the Committee, in
its sole discretion, may accelerate the time in which an award under the Plan
vests, even if, under its existing terms, such award would not then be
exercisable.
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13. ADJUSTMENTS TO REFLECT CHANGES IN CAPITAL STRUCTURE.
If there is any change in the corporate structure or shares of the Company,
the Board of Directors may, in its discretion, make any adjustments necessary to
prevent accretion, or to protect against dilution, in the number and kind of
shares authorized by the Plan and, with respect to outstanding Options,
Restricted Stock, Phantom Stock and/or SARs, in the number and kind of shares
covered thereby and in the applicable Option Price; PROVIDED, HOWEVER, no
adjustment will be made for the issuance of preferred stock or the conversion of
convertible preferred stock. For the purpose of this Section 13, a change in the
corporate structure or shares of the Company includes, without limitation, any
change resulting from a recapitalization, stock split, stock dividend,
consolidation, rights offering, spin-off, reorganization, or liquidation and any
transaction in which shares of Common Stock are changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or another corporation.
14. NON-TRANSFERABILITY OF OPTIONS, SARS AND PHANTOM STOCK.
The Options and SARs granted or Phantom Stock awarded under the Plan are
not transferable, voluntarily or involuntarily, other than by will or the laws
of descent and distribution, or to the extent permissible under Section 422 of
the Code, pursuant to a qualified domestic relations order as defined in Section
414(p) of the Code; PROVIDED, HOWEVER, that the Compensation Committee, in its
discretion, may permit Options to be transferrable by a Participant to members
of such Participant's immediate family or to family trusts, partnerships and
other entities comprised solely of the Participant or members of the
Participant's immediate family.
15. RIGHTS AS STOCKHOLDER.
No Common Stock may be delivered upon the exercise of any Option until full
payment of the Option Price has been made and all income tax withholding
requirements thereon have been satisfied. A Participant has no rights whatsoever
as a stockholder with respect to any shares covered by an Option until the date
of the issuance of a stock certificate for the shares. A Participant who has
been granted SARs or Phantom Stock shall have no rights whatsoever as a
stockholder with respect to such SARs or Phantom Stock.
16. WITHHOLDING TAX.
The Company shall have the right to withhold or to require a Participant to
remit to the Company, in cash or shares of Common Stock, with respect to any
payments made to Participants under the Plan, any taxes required by law to be
withheld because of such payments. Subject to the consent of the Committee with
respect to (a) the exercise of an NSO, (b) the lapse of restrictions on
Restricted Stock, (c) a "disqualifying disposition" of an ISO, as determined
pursuant to the Code, or (d) the issuance of any other stock award under the
Plan, a Participant may make an irrevocable election (an "ELECTION") to (i) have
shares of Common Stock otherwise issuable withheld, or (ii) tender back to the
Company shares of Common Stock received pursuant to (a), (b), or (d), or (iii)
deliver back to the Company
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pursuant to (a), (b), or (d) previously acquired shares of Common Stock having a
Fair Market Value sufficient to satisfy all or part of the Participant's
estimated tax obligations. Such Election must be made by a Participant prior to
the date on which the relevant tax obligation arises. The Committee may
disapprove of any Election, may suspend or terminate the right to make
Elections, or may provide with respect to any award under this Plan that the
right to make Elections shall not apply to such award.
17. NO RIGHT TO EMPLOYMENT.
Participation in the Plan will not give any Participant a right to be
retained as an employee of the Company or any subsidiary, or any right or claim
to any benefit under the Plan, unless the right or claim has specifically
accrued under the Plan.
18. AMENDMENT OF THE PLAN.
The Committee may from time to time amend or revise the terms of this Plan
in whole or in part and may without limitation, adopt any amendment deemed
necessary, subject only to applicable laws, regulations and the rules and
regulations of the Nasdaq Stock Exchange or any national stock exchange upon
which the Common Stock may be listed; PROVIDED, HOWEVER, that (a) except as
provided in Section 4(h), no change in any award previously granted to a
Participant may be made that would impair the rights of the Participant without
the Participant's consent, or (b) no amendment may extend the period during
which a Participant may exercise an ISO beyond the period set forth in Section
6(a)(ii) or 6(e). Any approval required or desired from the Company's
stockholders to any amendment shall require a vote of the majority of the shares
of the Company's Common Stock and preferred stock voting together as one class,
present in person or by proxy at a duly held stockholders meeting or by written
consent. All amendments shall be in writing and consented to by a majority of
the members of the Committee.
19. CONDITIONS UPON ISSUANCE OF SHARES.
An Option shall not be exercisable, a share of Common Stock shall not be
issued pursuant to the exercise of an Option, and Restricted Stock shall not be
awarded until such time as the Plan has been approved by the Stockholders of the
Company and unless the award of Restricted Stock, exercise of such Option and
the issuance and delivery of such share pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act,
the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares of Common stock may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Common Stock is being
purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.
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20. EFFECTIVE DATE AND TERMINATION OF PLAN.
(a) EFFECTIVE DATE. This Plan is effective as of the later of the date of
its adoption by the Board or, if approval of the Company's stockholders is
sought, the date the Plan is approved by the stockholders of the Company.
(b) TERMINATION OF THE PLAN. The Committee may terminate the Plan at any
time with respect to any shares that are not then subject to Options or
Restricted Stock. Termination of the Plan will not affect the rights and
obligations of any Participant with respect to Options, SARs, Phantom Stock or
Restricted Stock awarded before termination.
21. ANNUAL OPTION GRANTS TO OUTSIDE DIRECTORS.
On the date of each annual meeting of stockholders, each Outside Director
who does not own, directly or indirectly, over 5% of the issued and outstanding
Common Stock shall be granted an Option to purchase 15,000 shares of Common
Stock and, for each committee on which such director has been appointed to
serve, such committee member shall be granted an option to purchase 8,000 shares
of Common Stock.
