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EXHIBIT 4.3
NATIONAL PROCESSING COMPANY
2000 STOCK OPTION PLAN
1. PURPOSES. The purpose of this Stock Option Plan is to provide
employment incentives and to encourage capital accumulation and stock ownership
by Eligible Employees of National Processing, Inc. (the "Company") or of any
of its Subsidiaries, and to provide to designated Optionees under stock options
herefore or hereafter granted pursuant to any stock option plan of the Company
or of any of its Subsidiaries an alternative method of realizing the benefits
provided by such stock options.
2. DEFINITIONS. As used in this Plan,
(a) "Additional Option" means an Option Right granted to an
Optionee to purchase a number of shares of Common Stock equal to the number of
shares of already owned Common Stock delivered by the Optionee as payment of
the exercise price upon exercise of an Option Right and/or the number of shares
of Common Stock tendered or relinquished as payment of the amount to be withheld
under applicable federal, state and local income tax laws in connection with
the exercise of an option as described in Section 5 of the 2000 Plan.
(b) "Additional Option Feature" means a feature of an Option
that provides for the automatic grant of an Additional Option in accordance
with the provisions described in Section 5 of the 2000 Plan.
(c) The term "Appreciation Right" means a right granted
pursuant to Section 6 of the 2000 Plan.
(d) The term "Board" means the Board of Directors of NPI.
(e) "Committee" means the Committee provided for in paragraph
10(a) of this 2000 Plan.
(f) The term "Common Stock" means Common Stock, of NPI or
any security into which such Common stock may be changed by reason of any
transaction or event of the type described in Section 8 of the 2000 Plan.
(g) the term "Eligible Employees" means persons who are at
the time the officers (including officers who are members of the Board) and
other key employees of NPI or of any of its Subsidiaries.
(h) The term "Internal Revenue Code" means the Internal
Revenue Code of 1986, as amended from time to time.
(i) The term "Incentive Stock Option" means an Option Right
granted by NPI to an Eligible Employee, which Option Right is intended to
qualify as an "Incentive Stock Option" as that term is used in Section 422 of
the Internal Revenue Code.
(j) The term "Market Value per Share" means, at any date, the
closing price, per share, of the shares of Common Stock, on the New York Stock
Exchange on that date as reported by the Wall Street Journal (Midwest Edition)
or, if the Common Stock shall be primarily traded in another market, as
determined in a manner specified by the Board using quotations in such other
market.
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(k) "Option Agreement" shall have the meaning set forth in
section 6(e).
(l) The term "Optionee" shall mean the optionee named in an
agreement evidencing an Outstanding Option.
(m) The term "Option Right" means the right to purchase a
share of Common Stock upon exercise of an Outstanding Option.
(n) The term "Outstanding Option" means, at any time, an
option to purchase shares of Common Stock granted by NPI or any of its
Subsidiaries pursuant to the 2000 Plan or any other stock option plan of NPI or
any such Subsidiary now or hereafter in effect, or pursuant to any stock option
plan of any corporation which is merged into the NPI and where NPI has by
action of its Board, assumed the obligations of such corporation under such
stock option plan, all whether or not such option is at the time exercisable,
to the extent that such option at such time has not been exercised and has not
terminated.
(o) The term "Spread" means the excess of the Market Value
per Share of Common Stock on the date when an Appreciation Right is exercised
over the option price provided for in the related Option Right.
(p) The term "Subsidiary" shall mean any entity in which
NPI beneficially owns or controls, directly or indirectly, 50% or more of the
voting equity securities.
3. SHARES AVAILABLE UNDER PLAN.
(a) The shares of Common Stock which may be made the subject
of Option Rights and Appreciation Rights pursuant to the 2000 Plan may be
treasury shares or shares of original issue or a combination of the foregoing.
(b) Subject to adjustments in accordance with Section 8 of
the 2000 Plan, the maximum number of shares of Common Stock which may be sold
upon the exercise of Option Rights granted pursuant to the 2000 Plan shall be
5,000,000 shares of Common Stock which are made available for sale by virtue
of the
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2000 Plan. For purposes of determining the number of shares that may be sold
under the 2000 Plan, such number shall increase by the number of shares
surrendered by an optionee or relinquished to NPI (a) in connection with the
exercise of an Option Right or (b) in payment of federal, state and local
income tax withholding liabilities upon exercise of an Option Right.
(c) Subject to adjustments in accordance with Section 8 of
the 2000 Plan, the maximum number of shares of Common Stock which may be
delivered upon the exercise of Appreciation Rights granted pursuant to the
2000 Plan shall not exceed 5,000,000.
(d) Shares covered by Option Rights cancelled upon exercise of
Appreciation Rights shall not be available for the granting of further Option
Rights under the 2000 Plan or under any other stock option plan of NPI or of
any of its Subsidiaries, anything in the 2000 Plan or such other stock option
plan to the contrary notwithstanding.
4. GRANTS OF OPTION RIGHTS. The Board may, from time to time and upon
such terms and conditions as it may determine, authorize the granting to
Eligible Employees of Option Rights. Each such grant may utilize any or all of
the authorizations, and shall be subject to all of the limitations, contained
in the following provisions:
(a) Each grant shall specify the number of shares of Common
Stock to which it pertains.
(b) Each grant shall specify an option price per share not
less than the Market Value per Share on the date of grant.
(c) Successive grants may be made to the same Eligible
Employee whether or not any Option Rights previously granted to such Eligible
Employee remain unexercised. No Eligible Employee may, however, be granted under
the 2000 Plan, in the aggregate, more than 1,500,000 Option Rights or
Appreciation Rights, subject to adjustment pursuant to Section 8 of the Plan
over a ten year period.
(d) Option Rights granted under the 2000 Plan may be (i)
options which are intended to qualify under particular provisions of the
Internal Revenue Code of 1986, as amended from time to time, as in effect from
time to time, (ii) options which are not intended so to qualify, or (iii)
combinations of the foregoing.
(e) The date of grant of each Option Right shall be the date
of its authorization by the Board, except that the date of grant of an
Additional Option shall be the date of exercise of the underlying Option Right.
No Option Right shall be exercisable more than 10 years from such date of grant.
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(f) Upon exercise of an Option Right, the option price shall
be payable (i) in cash, (ii) by the transfer to NPI by the Optionee of shares of
Common Stock with a value (Market Value per Share times the number of shares)
equal to the total option price, or (iii) by any combination of such methods of
payment.
(g) Each grant of Option Rights shall be evidenced by an
agreement executed on behalf NPI by any officer designated by the Board for this
purpose and delivered to and accepted by the Eligible Employee and shall contain
such terms and provisions, consistent with the 2000 Plan, as the Board may
approve.
(h) No Option Rights, intended to be an Incentive Stock
Option, shall be granted hereunder to any Optionee which would allow the
aggregate fair market (determined at the time the Option Rights are granted) of
the stock subject of Option Rights, including the Incentive Stock Option in
question, which such Optionee may exercise for the first time during any
calendar year, to exceed $100,000. Any Option Rights intended to be Incentive
Stock Options granted by any "parent," as such term is used in Section 422A of
the Internal Revenue Code, as amended, of NPI pursuant to such parent's stock
option plans, shall be included in the definition of Option Rights for the
purpose of determining the $100,000 limitation.
5. ADDITIONAL OPTION.
(a) The Board may, at or after the date of grant of Option
Rights, grant Additional Options.
(b) If an Optionee exercises an Outstanding Option that has an
Additional Option Feature by transferring already owned shares of Common Stock
and/or when shares of Common Stock are tendered or relinquished as payment of
the amount to be withheld under applicable federal, state and local income tax
laws (at withholding rates not to exceed the Optionee's applicable marginal tax
rates) in connection with the exercise of an option, the Optionee shall
automatically be granted an Additional Option. The Additional Option shall be
subject to the following provisions:
(1) The Additional Option shall cover the number of
shares of Common Stock equal to the sum of (A) the number of shares of Common
Stock delivered as consideration upon the exercise of the previously granted
Outstanding Option to which such Additional Option Feature relates and (B) the
number of shares of Common Stock tendered or relinquished as payment of the
amount to be withheld under applicable federal, state and local income tax laws
in connection with the exercise of the option to which such Additional Option
Feature relates;
(2) The Additional Option will not have an Additional
Option Feature unless the Board directs otherwise;
(3) The Additional Option option price shall be 100%
of the Market Value per Share on the date the employee delivers shares of Common
Stock to exercise the Option that has the Additional Option Feature and/or
delivers or forfeits shares of Common Stock in payment of income tax withholding
on the exercise of an Option that has the Additional Option Feature;
(4) The Additional Option shall have the same
termination date and other termination provisions as the underlying option that
had the Additional Option Feature.
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6. GRANTS OF APPRECIATION RIGHTS. The Board may from time to time
authorize the granting of Appreciation Rights in respect of any or all of the
Option Rights under any Outstanding Option (including Options Rights
simultaneously granted) to the Optionee thereunder. An Appreciation Right shall
be a right in the Optionee to receive from NPI an amount which shall be
determined by the Board and shall be expressed as a percentage of the Spread
(not exceeding 100%) at the time of exercise. To the extent such Optionee elects
to exercise such Appreciation Right instead of the related Option Right, the
related Option Right shall be cancelled, and vice versa. Each such grant may
utilize any or all of the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Any grant may permit the exercise of an Appreciation Right
with respect to the value of shares of Common Stock covered by the related
Option Rights.
(b) Any grant may specify that the amount payable on exercise
of an Appreciation Right may be paid by NPI in cash, in shares of Common
Stock or in any combination thereof, and may either grant to the Optionee or
retain in the Board the right to elect among those alternatives.
(c) Each grant shall provide that the maximum number of shares
of Common Stock deliverable upon exercise of an Appreciation Right may not
exceed the number of shares of Common Stock purchasable upon exercise of the
related Option Rights.
(d) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods. No Appreciation Right shall be
exercisable except at a time when the related Option Right is also exercisable.
(e) Each grant of an Appreciation Right shall be evidenced by
an agreement executed on behalf of NPI by any officer designated by the Board
for this purpose and delivered to and accepted by the Optionee, which agreement
shall describe such Appreciation Right, identify the related Option Rights,
state that such Appreciation Right is subject to all the terms and conditions of
the 2000 Plan, including the right of the Board to amend, suspend or terminate
such Appreciation Right as set forth in Paragraph 11(c) of this 2000 Plan, and
contain such other terms and Provisions, consistent with this 2000 Plan, as the
Board may approve (the "Option Agreement"). A failure by the Optionee to execute
and deliver to NPI the Option Agreement within 60 days after the grant of Option
Rights may terminate the Option Rights upon the determination of the Board.
7. TRANSFERABILITY. Except as otherwise provided for by the Board, no
Option Right including any related Appreciation Right shall be transferable by
an Optionee other than by will or the laws of descent and distribution. Unless
the Board directs otherwise, Option Rights and Appreciation Rights shall be
exercisable during the Optionee's lifetime only by the Optionee or by the
Optionee's guardian or legal representative.
8. ADJUSTMENTS. The Board may make or provide for such adjustments in
the maximum numbers and kind of shares of Common Stock specified in Paragraphs
3(b) and (c) and 4(c) of the 2000 Plan, in the numbers and kind of shares of
Common Stock covered by Option Rights and Appreciation Rights granted hereunder,
and in the prices per share applicable under such Option Rights and
Appreciation Rights, as the Board in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or enlargement of
the rights of Optionees that otherwise would result from any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of NPI, merger, consolidation, spin-off, reorganization,
partial or complete liquidation, issuance of rights or warrants to purchase
securities, or other corporate transaction or event having an effect similar to
any of the foregoing.
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9. FRACTIONAL SHARES. National Processing shall not be required to
issue any fractional share of Common Stock pursuant to the 2000 Plan. The
Board may provide for the elimination of fractions or for the settlement of
fractions in cash.
10. ADMINISTRATION OF THE PLAN.
(a) The 2000 Plan shall be administered by the Board who may
from time to time delegate all or any part of its authority under the 2000
Plan to a Compensation Committee of the Board, a subcommittee of the
Compensation Committee, or other Committee of directors of NPI appointed by the
Board to serve as the Committee responsible for administering the 2000 Plan
(the Committee). To the extent of such delegation, references herein to the
Board shall include the Committee. The Board may name assistants who may be, but
need not be, members of the Committee. Such assistants shall serve at the
pleasure of the Board, and shall perform such functions as are provided for
herein and such other functions as may be assigned by the Board.
(b) The interpretation and construction by the Board of any
provision of the 2000 Plan or of any agreement evidencing the grant of Option
Rights or Appreciation Rights and any determination by the Board pursuant to
any provision of the 2000 Plan or of any such agreement shall be final and
conclusive. No member of the Board or any assistant shall be liable for any
action taken or omitted in connection with the interpretation or administration
of the 2000 Plan or any grant unless attributable to his or her willful
misconduct or lack of good faith.
11. AMENDMENTS OR TERMINATION OF THE PLAN.
(a) The 2000 Plan may be amended from time to time by the
Board but without further approval by the shareholders of NPI no such amendment
shall (i) increase the maximum numbers of shares of Common Stock specified in
Paragraph 3(b) and (c) and 4(c) of the 2000 Plan (except that adjustments
authorized by Section 8 of the 2000 Plan shall not be limited by this
provision), (ii) change the definition of "Eligible Employees", or (iii)
materially increase the benefits accruing to Optionees hereunder.
(b) Except as provided in Section 8 of the 2000 Plan, the
Committee shall not, without the further approval of shareholders of NPI,
authorize the amendment of any Outstanding Option Right to reduce the option
price. Furthermore, no Option Rights shall be cancelled or replaced with awards
having a lower option price (expect as provided by Section 5 and 8 of the 2000
Plan) without the further approval of the shareholders of NPI.
(c)The Board may at any time amend, suspend or terminate any
agreement evidencing Appreciation Rights granted under the 2000 Plan; in the
case of an amendment, the amended Appreciation Right shall conform to the
provisions of the 2000 Plan.
(d) In the case of any Option or Appreciation Right not
immediately exercisable in full, the Board in its discretion may accelerate the
time at which Option or Appreciation Rights may be exercised.
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12. ASSUMPTIONS. In the event that a corporation is merged into NPI
Company, and NPI is the survivor of such merger, the Board may elect, in its
sole discretion, to assume under the 2000 Plan any or all outstanding options
granted by such corporation to its officers and employees under any stock option
plan adopted by it prior to such merger. Such assumptions shall be on such terms
and conditions as the Board may determine in its sole discretion, provided,
however, that the options as assumed do not provide or contain any terms,
conditions or rights which an Option Right may not provide or contain under
Sections 2 through 10 hereunder.
13. MISCELLANEOUS.
(a) All expenses and costs in connection with the operation of the
2000 Plan shall be borne by NPI.
(b) The 2000 Plan shall be construed in accordance with and
governed by the internal substantive laws of the State of
Ohio.
(c) The 2000 Plan shall be binding upon and inure to the benefit
of NPI, its successors and assigns and each participant and
his or her beneficiaries, heirs, executors, administrators
and legal representatives.
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