ADVANCED TECHNOLOGY INDUSTRIES, INC.
2000 STOCK OPTION PLAN
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TABLE OF CONTENTS
Paragraph Page
1. Purpose..............................................................1
2. Incentive and Non-Qualified Stock Options............................1
3. Definitions..........................................................1
3.1 Board.......................................................1
3.2 Code........................................................1
3.3 Common Stock................................................1
3.4 Company.....................................................1
3.5 Consultant..................................................1
3.6 Disabled or Disability......................................1
3.7 Fair Market Value...........................................1
3.8 Incentive Stock Option......................................2
3.9 Non-Qualified Stock Option..................................2
3.10 Optionee....................................................2
3.11 Plan........................................................2
3.12 Plan Administrator..........................................2
3.13 Stock Option or Option......................................2
4. Administration.......................................................2
4.1 Plan Administrator..........................................2
4.2 Administration of Plan......................................2
5. Eligibility..........................................................3
6. Shares Subject to Options............................................3
7. Terms and Conditions of Options......................................3
7.1 Number of Shares Subject to Option..........................3
7.2 Option Price................................................4
7.3 Notice and Payment..........................................4
7.4 Term of Option..............................................5
7.5 Exercise of Option..........................................5
7.6 No Transfer of Option.......................................5
7.7 Limit on Incentive Stock Options............................5
7.8 Restriction on Issuance of Shares...........................6
7.9 Investment Representation...................................6
7.10 Rights as a Shareholder or Employee.........................6
7.11 No Fractional Shares........................................6
7.12 Exercisability in the Event of Death........................6
7.13 Recapitalization or Reorganization of Company...............7
7.14 Modification, Extension, and Renewal of Options.............7
7.15 Other Provisions............................................8
8. Termination or Amendment of the Plan.................................8
9. Indemnification......................................................8
10. Effective Date and Term of Plan......................................8
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ADVANCED TECHNOLOGY INDUSTRIES, INC.
2000 STOCK OPTION PLAN
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1. PURPOSE. The purpose of this ADVANCED TECHNOLOGY INDUSTRIES, INC.
Stock Option Plan ("Plan") is to further the growth and development of ADVANCED
TECHNOLOGY INDUSTRIES, INC. ("Company") by providing, through ownership of stock
of the Company, an incentive to directors, officers, key employees, consultants,
agents, advisors, and independent contractors who are in a position to
contribute materially to the prosperity of the Company, to increase such
persons' interest in the Company's welfare, to encourage them to continue their
services to the Company or its subsidiaries, and to attract individuals of
outstanding ability to render services to and enter the employment of the
Company or its subsidiaries. This Plan is effective on the Effective Date (as
provided in Section 10) and shall apply to options granted on or after the
Effective Date.
2. INCENTIVE AND NON-QUALIFIED STOCK OPTIONS. Two types of Stock
Options (referred to herein as "Options" without distinction between such two
types) may be granted under the Plan: Options intended to qualify as Incentive
Stock Options under Section 422 of the Code and Non-Qualified Stock Options not
specifically authorized or qualified for favorable income tax treatment by the
Code.
3. DEFINITIONS. The following definitions are applicable to the Plan:
3.1 BOARD. The Board of Directors of the Company.
3.2 CODE. The Internal Revenue Code of 1986, as amended from
time to time.
3.3 COMMON STOCK. The shares of Common Stock of the Company.
3.4 COMPANY. ADVANCED TECHNOLOGY INDUSTRIES, INC. a Delaware
corporation.
3.5 DISABLED OR DISABILITY. For the purpose of Section 7.4, a
disability of the type defined in Section 22(e)(3) of the Code. The
determination of whether an individual is Disabled or has a Disability is
determined under procedures established by the Plan Administrator for purposes
of the Plan.
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3.7 FAIR MARKET VALUE. For purposes of the Plan, the "fair
market value" per share of Common Stock of the Company at any date shall be (a)
if the Common Stock is listed on an established stock exchange or exchanges, the
closing price per share on the last trading day immediately preceding such date
on the principal exchange on which it is traded, or (b) if the Common Stock is
not then listen on an exchange but is quoted on the Nasdaq National Market, the
Nasdaq Small Cap Market, the Nasdaq electronic bulletin board or the National
Quotation Bureau pink sheets, the average of the closing bid and asked prices
per share for the Common Stock as quoted by Nasdaq or the National Quotation
Bureau, as the case may be, on last trading day immediately preceding such date,
or (c) if the Common Stock is not then listed on an exchange or quoted by Nasdaq
or the National Quotation Bureau, an amount determined in good faith by the Plan
Administrator.
3.8 INCENTIVE STOCK OPTION. Any Stock Option intended to be
and designated as an "incentive stock option" within the meaning of Section 422
of the Code.
3.9 NON-QUALIFIED STOCK OPTION. Any Stock Option that is not
an Incentive Stock Option.
3.10 OPTIONEE. The recipient of a Stock Option.
3.11 PLAN. The Advanced Technology Industries, Inc.2000 Stock
Option Plan, as amended from time to time.
3.12 PLAN ADMINISTRATOR. The Board or the Committee designated
pursuant to Section 4 to administer, construe and interpret the terms of the
Plan.
3.13 STOCK OPTION OR OPTION. Any option to purchase shares of
Common Stock granted pursuant to Section 7.
4. ADMINISTRATION.
4.1 PLAN ADMINISTRATOR. The Plan shall be administered by the
Board or a committee or committees (which term includes subcommittees) appointed
by, and consisting of two or more members of, the Board. If and so long as the
Common Stock is registered under Section 12 (b) or 12 (g) of the Exchange Act,
the Board shall consider in selecting the Plan Administrator and the membership
of any committee acting as Plan Administrator of the Plan with respect to any
persons subject or likely to become subject to Section 16 under the Exchange Act
the provisions regarding (a) "outside directors" as contemplated by Section
162(m) of the Code and (b) "non-employee directors" as contemplated by Rule
16b-3 under the Exchange Act. The Board may delegate the responsibility for
administering the Plan with respect to designated classes of eligible
Participants to different committees, subject to such limitations as the Board
deems appropriate. Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time.
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4.2 ADMINISTRATION OF PLAN. Except for the terms and conditions
explicitly set forth in the Plan, the Plan Administrator shall have exclusive
authority, in its discretion, to determine all matters relating to Options under
the Plan, including the selection of individuals to be granted Options, the type
of Options, the number of shares of Common Stock subject to an Option, all
terms, conditions, restrictions and limitations, if any, of an Option and the
terms of any instrument that evidences the Option. The Plan Administrator shall
also have exclusive authority to interpret the Plan and may from time to time
adopt, and change, rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's officers as it so determines.
5. ELIGIBILITY. Any employee (including any officer who is an employee)
of the Company or any of its subsidiaries shall be eligible to receive an Option
under the Plan; provided, however, that no person who owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any of its parent or subsidiary corporations shall be eligible to
receive an Incentive Stock Option under the Plan unless at the time such
Incentive Stock Option is granted the Option price (determined in the manner
provided in Section 7.2) is at least 110% of the fair market value of the shares
subject to the Option and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted. An employee may
receive more than one Option under the Plan. Non-Employee officers and directors
shall be eligible to receive Non-Qualified Stock Options under the Plan. In
addition, Non-Qualified Stock Options may be granted to consultants, agents,
advisors and independent contractors who are selected by the Plan Administrator.
6. SHARES SUBJECT TO OPTIONS. The stock available for grant of Options
under the Plan shall be shares of the Company's authorized but unissued, or
reacquired, Common Stock. The aggregate number of shares which may be issued
pursuant to exercise of Incentive Stock Options granted under the Plan, as
amended, shall not exceed 3,000,000 shares of Common Stock (subject to
adjustment as provided in Section 7.13). The number of shares which may be
issued pursuant to Non-Qualified Stock Options shall be determined by the Board.
In the event that any outstanding Option under the Plan for any reason expires
or is terminated, the shares of Common Stock allocable to the unexercised
portion of the Option shall again be available for Options under the Plan as if
no Option had been granted with respect to such shares.
7. TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan
shall be evidenced by agreements (which need not be identical) in such form and
containing such provisions which are consistent with the Plan as the Plan
Administrator shall from time to time approve. Such agreements may incorporate
all or any of the terms hereof by reference and shall comply with and be subject
to the following terms and conditions:
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7.1 NUMBER OF SHARES SUBJECT TO OPTION. Subject to adjustment
from time to time as provided in Section 7.13, not more than 150,000 shares of
Common Stock may be made subject to Options under the Plan to any individual
Participant in the aggregate in any one fiscal year of the Company, such
limitation to be applied in a manner consistent with the requirements of, and
only to the extent required for compliance with, the exclusion from the
limitation on deductibility of compensation under Section 162(m) of the Code.
7.2 OPTION PRICE. The purchase price for the shares subject to
any Option shall be determined by the Plan Administrator at the time of grant,
but shall not be less than par value per share. Anything to the contrary
notwithstanding, the purchase price for the shares subject to any Incentive
Stock Option shall not be less than 100% of the Fair Market Value of the shares
of Common Stock of the Company on the date the Stock Option is granted. In the
case of an Incentive Stock Option granted to an employee who owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any of its parent or subsidiary corporations, the Option
price shall not be less than 110% of the fair market value per share of the
Common Stock of the Company on the date the Option is granted.
7.3 NOTICE AND PAYMENT. Any exercisable portion of a Stock
Option may be exercised only by:
(a) delivery of a written notice to the Company,
prior to the time when such Stock Option becomes unexercisable under Section
7.4, stating the number of shares being purchased and complying with all
applicable rules established by the Plan Administrator;
(b) payment in full of the exercise price of such
Option by, as applicable, delivery of (I) cash or check for an amount equal to
the aggregate Stock Option exercise price for the number of shares being
purchased, (ii) in the discretion of the Plan Administrator, upon such terms as
the Plan Administrator shall approve, a copy of instructions to a broker
directing such broker to sell the Common Stock for which such Option is
exercised, and to remit to the Company the aggregate exercise price of such
Stock Option (a "cashless exercise"), or (iii) in the discretion of the Plan
Administrator, upon such terms as the Plan Administrator shall approve, shares
of the Company's Common Stock owned by the Optionee, duly endorsed for transfer
to the Company, with a Fair Market Value on the date of delivery equal to the
aggregate purchase price of the shares with respect to which such Stock Option
or portion is thereby exercised (a "stock-for-stock exercise");
(c) payment of the amount of tax required to be
withheld (if any) by the Company or any parent or subsidiary corporation as a
result of the exercise of a Stock Option. At the discretion of the Plan
Administrator, upon such terms as the Plan Administrator shall approve, the
Optionee may pay all or a portion of the tax withholding by (I) cash or check
payable to the Company, (ii) cashless exercise, (iii) stock-for-stock exercise,
or (iv) a combination of one or more of the foregoing payment methods; and
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(d) delivery of a written notice to the Company
requesting that the Company direct the transfer agent to issue to the Optionee
(or to his designee) a certificate for the number of shares of Common Stock for
which the Option was exercised or, in the case of a cashless exercise, for any
shares that were not sold in the cashless exercise. Notwithstanding the
foregoing, the Company, in its sole discretion, may extend and maintain, or
arrange for the extension and maintenance of, credit to any Optionee to finance
the Optionee's purchase of shares pursuant to exercise of any Stock Option, on
such terms as may be approved by the Plan Administrator, subject to applicable
regulations of the Federal Reserve board and any other laws or regulations in
effect at the time such credit is extended.
7.4 TERM OF OPTION. No Option shall be exercisable after the
expiration of the earliest of (a) ten years after the date the Option is
granted, (b) three months after the date the Optionee's employment (including
service as a director or consultant) with the Company and its subsidiaries
terminates if such termination is for any reason other than Disability or death,
(c) one year after the date the Optionee's employment (including service as a
director or consultant) with the Company and its subsidiaries terminates if such
termination is a result of death or Disability; provided, however, that the
Option agreement for any Option may provide for shorter periods in each of the
foregoing instances. In the case of an Incentive Stock Option granted to an
employee who owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any of its parent or subsidiary
corporations, the term set forth in (a), above, shall not be more than five
years after the date the Option is granted.
7.5 EXERCISE OF OPTION. No Option shall be exercisable during
the lifetime of an Optionee by any person other than the Optionee. The Plan
Administrator shall have the power to set the time or times within which each
Option shall be exercisable and to accelerate the time or times of exercise.
Unless otherwise provided by the Plan Administrator, each Option granted under
the Plan shall become exercisable on a cumulative basis as to one-third (1/3) of
the total number of shares covered thereby at any time after one year from the
date the Option is granted and an additional one-third (1/3) of such total
number of shares at any time after the end of each consecutive one-year period
thereafter until the Option has become exercisable as to all of such total
number of shares. In addition, as long as the Company's Common Stock is
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, the Plan Administrator may in any event require that any Option not be
exercised prior to six months from the date the Option is granted. To the extent
that an Optionee has the right to exercise an Option and purchase shares
pursuant thereto, the Option may be exercised from time to time by written
notice to the Company, stating the number of shares being purchased and
accompanied by payment in full of the exercise price for such shares.
7.6 NO TRANSFER OF OPTION. No Option shall be transferable by
an Optionee otherwise than by will or the laws of descent and distribution.
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7.7 LIMIT ON INCENTIVE STOCK OPTIONS. The aggregate fair
market value (determined at the time the Option is granted) of the stock with
respect to which Incentive Stock Options granted after 1986 are exercisable for
the first time by an Optionee during any calendar year (under all Incentive
Stock Option Plans of the Company and its subsidiaries) shall not exceed
$100,000. To the extent that the aggregate Fair Market Value (determined at the
time the Stock Option is granted) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by an Optionee during
any calendar year (under all Incentive Stock Option plans of the Company and any
parent or subsidiary corporations) exceeds $100,000, such Stock Options shall be
treated as Non-Qualified Stock Options. The determination of which Stock Options
shall be treated as Non-Qualified Stock Options shall be made by taking Stock
Options into account in the order in which they were granted.
7.8 RESTRICTION ON ISSUANCE OF SHARES. The issuance of Options
and shares shall be subject to compliance with all of the applicable
requirements of law with respect to the issuance and sale of securities. If an
Optionee acquires shares of Common Stock pursuant to the exercise of an Option,
the Plan Administrator, in its sole discretion, may require as a condition of
issuance of shares covered by the Option that the shares of Common Stock shall
be subject to restrictions on transfer. The Company may place a legend on the
certificates evidencing the shares, reflecting the fact that they are subject to
restrictions on transfer pursuant to the terms of this Section. In addition, the
Optionee may be required to execute a buy-sell agreement in favor of the Company
or its designee with respect to all or any of the shares so acquired. In such
event, the terms of such agreement shall apply to such shares.
7.9 INVESTMENT REPRESENTATION. Any Optionee may be required,
as a condition of issuance of shares covered by his or her Option, to represent
that the shares to be acquired pursuant to the exercise of the Option will be
acquired for investment and without a view to distribution thereof; and in such
case, the Company may place a legend on the certificate evidencing the shares
reflecting the fact that they were acquired for investment and cannot be sold or
transferred unless registered under the Securities Act of 1933, as amended, or
unless counsel for the Company is satisfied that the circumstances of the
proposed transfer do not require such registration.
7.10 RIGHTS AS A SHAREHOLDER OR EMPLOYEE. An Optionee or
transferee of an Option shall have no right as a stockholder of the Company with
respect to any shares covered by any Option until the date of the issuance of a
share certificate for such shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether cash, securities, or other property) or
distributions or other rights for which the record date is prior to the date
such share certificate is issued, except as provided in Section 7.13. Nothing in
the Plan or in any Option agreement shall confer upon any employee any right to
continue in the employ of the Company or any of its subsidiaries or interfere in
any way with any right of the Company or any subsidiary to terminate the
Optionee's employment at any time.
7.11 NO FRACTIONAL SHARES. In no event shall the Company be
required to issue fractional shares upon the exercise of an Option.
7.12 EXERCISABILITY IN THE EVENT OF DEATH. In the event of the
death of the Optionee, any Option or unexercised portion thereof granted to the
Optionee, to the extent exercisable by him or her on the date of death, may be
exercised by the Optionee's personal representatives, heirs, or legatees subject
to the provisions of Section 7.4 hereof.
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7.13 RECAPITALIZATION OR REORGANIZATION OF COMPANY. Except as
otherwise provided herein, appropriate and proportionate adjustments shall be
made in the number and class of shares subject to the Plan and to the Option
rights granted under the Plan, and the exercise price of such Option rights, in
the event that the number of shares of Common Stock of the Company are increased
or decreased as a result of a stock dividend (but only on Common Stock), stock
split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation, or like change in the corporate or capital structure
of the Company.
In the event that there shall be any other change in the
number or kind of the outstanding shares of Common Stock of the Company, or any
stock or other securities into which such common stock shall have been changed,
or for which it shall have been exchanged, whether by reason of a complete
liquidation of the Company or a merger, reorganization, or consolidation of the
Company with any other corporation in which the Company is not the surviving
corporation or the Company becomes a wholly-owned subsidiary of another
corporation, a sale of substantially all of the operating assets of the Company,
or a sale of 50% or more of the voting stock of the Company, then if the Plan
Administrator shall, in its sole discretion, determine that such change
equitably requires an adjustment to shares of Common Stock currently subject to
Options under the Plan, or to prices or terms of outstanding Options, such
adjustment shall be made in accordance with such determination. In addition, in
the event of such change described in this paragraph, the Board may accelerate
the time or times at which any option may be exercised and may provide for
cancellation of such accelerated options which are not exercised within a time
prescribed by the Board in its sole discretion. Notwithstanding anything to the
contrary herein, if any of the events described above occur (other than a
liquidation), any Options issued under this Plan shall become immediately
exercisable. In addition, if there is a complete liquidation of the Company the
exercisability of Options shall be accelerated to the next anniversary date of
the issuance of the Option and the Option shall be immediately exercisable for
the total number of shares as to which the Option would be exercisable as of
said anniversary date.
To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by the Plan
Administrator, the determination of which in that respect shall be final,
binding, and conclusive. No right to purchase fractional shares shall result
from any adjustment of Options pursuant to this Section. In case of any such
adjustment, the shares subject to the Option shall be rounded down to the
nearest whole share. Notice of any adjustment shall be given by the Company to
each Optionee whose Options shall have been so adjusted and such adjustment
(whether or not notice is given) shall be effective and binding for all purposes
of the Plan.
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7.14 MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS. Subject
to the terms and conditions and within the limitations of the Plan, the Plan
Administrator may modify, extend, or renew outstanding Options granted under the
Plan, accept the surrender of outstanding Options (to the extent not theretofore
exercised). The Plan Administrator shall not, however, without the approval of
the Board, modify any outstanding Incentive Stock Option in any manner which
would cause the Option not to qualify as an Incentive Stock Option within the
meaning of Section 422 of the Code. Notwithstanding the foregoing, no
modification of an Option shall, without the consent of the Optionee, alter or
impair any rights of the Optionee under the Option.
7.15 OTHER PROVISIONS. Each Option may contain such other
terms, provisions, and conditions not inconsistent with the Plan as may be
determined by the Plan Administrator.
8. TERMINATION OR AMENDMENT OF THE PLAN. The Board may at any time
terminate or amend the Plan; provided that, without approval of the holders of a
majority of the shares of Common Stock of the Company represented and voting (I)
at a duly held stockholder's meeting at which a quorum representing a majority
of all outstanding voting stock is, either in person or by proxy, present and
voting on the plan or (ii) by a method and in a degree that would be treated as
adequate under applicable state law in the case of an action requiring
stockholder approval (i.e. and action on which stockholders would be entitled to
vote if the action were taken at a duly held stockholder's meeting) there shall
be, except by operation of the provisions of Section 7.13, no amendments may be
made to the Plan in respect to Incentive Stock Options to be issued hereunder to
increase the total number of shares which may be issued under the Plan or effect
any other change to the Plan which would require the vote of the shareholders
under IRC Section 422, and provided further that, without the consent of the
Optionee, no amendment may adversely affect any then outstanding Option or any
unexercised portion thereof.
9. INDEMNIFICATION. In addition to such other rights of indemnification
as they may have as members of the Plan Administrator, the members of the Plan
Administrator administering the Plan shall be indemnified by the Company against
reasonable expense, including attorney's fees, actually and necessarily incurred
in connection with the defense of any action, suit, or proceeding, or in
connection with any appeal therein, to which they or any of them may be a part
by reason of any action taken or failure to act under or in connection with the
Plan or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any action, suit, or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit, or proceeding that such member is liable
for negligence or misconduct in the performance of his duties, provided that
within 60 days after institution of any such action, suit, or proceeding, the
member shall in writing offer the Company the opportunity, at its own expense,
to handle and defend the same.
10. EFFECTIVE DATE AND TERM OF PLAN. This Plan shall become effective
(the "Effective Date") on the date of adoption designated below. No options
granted under the Plan will be effective unless the Plan is approved by
shareholders of the Company within 12 months of the date of adoption.
Notwithstanding anything to the contrary herein, The Plan shall terminate upon
the earliest of the (I) date the Plan is adopted by the Board or (ii) the date
of shareholder approval.
ADOPTED BY THE BOARD ON: October 26, 2000
APPROVED BY THE SHAREHOLDERS ON ________________.
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