Exhibit 4.2
INTERACTIVE TECHNOLOGIES.COM, LTD.
LONG-TERM INCENTIVE PLAN
1. Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to further
the interests of Interactive Technologies.com, Ltd., a Delaware corporation (the
"Company"), its subsidiaries and its shareholders by providing incentives in the
form of grants of stock options, stock appreciation rights and restricted stock
to key employees and other persons who contribute materially to the success and
profitability of the Company. The grants will recognize and reward outstanding
individual performances and contributions and will give such persons a
proprietary interest in the Company, thus enhancing their personal interest in
the Company's continued success and progress. This program will also assist the
Company and its subsidiaries in attracting and retaining key persons.
2. Definitions. The following definitions shall apply to this Plan:
(a) "Award" means, individually or collectively, a grant under the Plan of
a Nonqualified Stock Option, an Incentive Stock Option, a Stock Appreciation
Right, or Restricted Stock.
(b) "Board" means the board of directors of the Company.
(c) "Change of Control" occurs when (i) any person, including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
who is not currently a ten percent shareholder of the Company, becomes the
beneficial owner of forty percent or more of the total number of shares entitled
to vote in the election of directors of the Board, (ii) the Company is merged
into any other company or substantially all of its assets are acquired by any
other company, or (iii) three or more directors nominated by the Board to serve
as a director, each having agreed to serve in such capacity, fail to be elected
in a contested election of directors.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Stock Incentive Committee appointed by the
Board, consisting solely of not less than two non-employee directors who have
been appointed to administer the Plan.
(f) "Common Stock" means the Common Stock, par value $.001 per share of
the Company, or such other class of shares or securities as to which the Plan
may be applicable pursuant to Section 10 herein.
(g) "Company" means Interactive Technologies.com, Ltd.
(h) "Date of Grant" means the date on which the Option, Restricted Stock
or SAR, whichever is applicable, is granted.
1
<PAGE>
(i) "Eligible Person" means any person who performs or has in the past
performed services for the Company or any direct or indirect partially or wholly
owned subsidiary thereof, whether as a director, officer, employee, consultant
or other independent contractor, and any person who performs services relating
to the Company in his or her capacity as an employee or independent contractor
of a corporation or other entity that provides services for the Company.
(j) "Employee" means any person employed on an hourly or salaried basis by
the Company or any parent or Subsidiary of the Company that now exists or
hereafter is organized or acquired by or acquires the Company.
(k) "Fair Market Value" means the fair market value of the Common Stock.
If the Common Stock is not publicly traded on the date as of which fair market
value is being determined, the Board shall determine the fair market value of
the Shares, using such factors as the Board considers relevant, such as the
price at which recent sales have been made, the book value of the Common Stock,
and the Company's current and projected earnings. If the Common Stock is
publicly traded on the date as of which fair market value is being determined,
the fair market value is the mean between the high and low sales prices of the
Common Stock as reported by The NASDAQ Stock Market on that date or, if the
Common Stock is listed on a stock exchange, the mean between the high and low
sales prices of the stock on that date, as reported in The Wall Street Journal.
If trading in the stock or a price quotation does not occur on the date as of
which fair market value is being determined, the next preceding date on which
the stock was traded or a price was quoted will determine the fair market value.
(l) "Incentive Stock Option" means a stock option granted pursuant to
either this Plan or any other plan of the Company that satisfies the
requirements of Section 422 of the Code and that entitles the Recipient to
purchase stock of the Company or in a corporation that at the time of grant of
the option was a parent or subsidiary of the Company or a predecessor
corporation of any such corporation.
(m) "Non-Employee Director" means a director who:
(i) is not currently an officer of the Company or a parent or
subsidiary of the Company, or otherwise currently employed by the Company or a
parent or subsidiary of the Company;
(ii) does not receive compensation, either directly or indirectly,
for services rendered as a consultant or in any capacity other than as a
director, except for an amount which does not exceed the dollar amount for which
disclosure would be required pursuant to any provision of Regulations S-K
promulgated by the Commission;
(iii) does not possess an interest in any other transaction for
which disclosure would be required by any provision of said Regulation S-K; and
(iv) is not engaged in a business relationship for which disclosure
would be required by any provision of said Regulation S-K.
2
<PAGE>
(n) "Nonqualified Stock Option" means a stock option granted pursuant to
the Plan that is not an Incentive Stock Option and that entitles the Recipient
to purchase stock of the Company or in a corporation that at the time of grant
of the option was a parent or subsidiary of the Company or a predecessor
corporation of any such corporation.
(o) "Option" means an Incentive Stock Option or a Nonqualified Stock
Option granted pursuant to the Plan.
(p) "Option Agreement" means a written agreement entered into between the
Company and a Recipient which sets out the terms and restrictions of an Option
Award granted to the Recipient.
(q) "Option Shareholder" shall mean an Employee who has exercised his or
her Option.
(r) "Option Shares" means Shares issued upon exercise of an Option.
(s) "Period of Restriction" means the period beginning on the Date of
Grant of a Restricted Stock Award and ending on the date on which the Restricted
Stock Shares subject to such Award are released from all restrictions imposed
upon such Shares.
(t) "Plan" means this Long-Term Incentive Plan.
(u) "Recipient" means an individual who receives an Award.
(v) "Restricted Stock" means an Award granted to a Recipient pursuant to
Section 8 hereof.
(w) "Restricted Stock Agreement" means a written agreement entered into
between the Company and a Recipient which sets out the terms and restrictions of
a Restricted Stock Award granted to the Recipient.
(x) "SAR Agreement" means a written agreement entered into between the
Company and a Recipient which sets out the terms and restrictions of a SAR Award
granted to the Recipient.
(y) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 10 of the Plan.
(z) "Stock Appreciation Right" or "SAR" means an Award, designated as a
SAR, granted to a Recipient pursuant to Section 7 hereof.
(aa) "Subsidiary" means any corporation 40 percent or more of the voting
securities of which are owned directly or indirectly by the Company at any time
during the existence of this Plan.
3
<PAGE>
3. Administration. This Plan will be administered by the Committee. The
Committee has the exclusive power to select the Recipients of Awards pursuant to
this Plan, to establish the terms of the Awards granted to each Recipient, and
to make all other determinations necessary or advisable under the Plan. The
Committee has the sole and absolute discretion to determine whether the
performance of an Eligible Person warrants an Award under this Plan, and to
determine the size and type of the Award. The Committee has full and exclusive
power to construe and interpret this Plan, to prescribe, amend, and rescind
rules and regulations relating to this Plan, and to take all actions necessary
or advisable for the Plan's administration. The Committee, in the exercise of
its powers, may correct any defect or supply any omission, or reconcile any
inconsistency in the Plan, or in any Agreement, in the manner and to the extent
it shall deem necessary or expedient to make the Plan fully effective. In
exercising this power, the Committee may retain counsel at the expense of the
Company. The Committee shall also have the power to determine the duration and
purposes of leaves of absence which may be granted to a Recipient without
constituting a termination of the Recipient's employment for purposes of the
Plan. Any determinations made by the Committee will be final and binding on all
persons. A member of the Committee will not be liable for performing any act or
making any determination in good faith.
The Committee, in its discretion, may delegate to one or more officers of
the Company all or part of the Committee's authority and duties with respect to
Eligible Persons who are not subject to the reporting and other provisions of
Section 16 of the Securities Exchange Act of 1934, as in effect from time to
time (the "Exchange Act"). In the event of such delegation, and as to matters
encompassed by the delegation, references in the Plan to the Committee shall be
interpreted as a reference to the Committee's delegate or delegates. The
Committee may revoke or amend the terms of a delegation at any time, but such
action shall not invalidate any prior actions of the Committee's delegate or
delegates that were consistent with the terms of the Plan.
In addition to, and not in substitution or replacement of, the powers and
authority conferred upon the Committee pursuant to this Plan, the Board shall
also be entitled to make Awards to any Eligible Person, and when it makes such
awards, all of the provisions of this Plan which pertain to the Committee shall
be construed as though the word "Board" appeared in place of the word
"Committee," and the Board shall have, and shall be entitled to exercise, all of
the powers and authority conferred upon the Committee when making, amending,
modifying canceling, settling or rescinding any of such Awards.
4. Shares Subject to Plan. Subject to the provisions of Section 10 of the Plan,
the maximum aggregate number of Shares that may be subject to Awards under the
Plan shall be 18000,000. If an Award should expire or become unexercisable for
any reason without having been exercised, the unpurchased Shares that were
subject to such Award shall, unless the Plan has then terminated, be available
for other Awards under the Plan.
5. Eligibility. Any Eligible Person that the Committee in its sole discretion
designates is eligible to receive an Award under this Plan. The Committee's
grant of an Award to a Recipient in any year does not require the Committee to
grant an Award to such Recipient in any other year. Furthermore, the Committee
may grant different Awards to different Recipients and has full discretion to
choose whether to grant Awards to any Eligible Person. The Committee may
4
<PAGE>
consider such factors as it deems pertinent in selecting Recipients and in
determining the types and sizes of their Awards, including, without limitation,
(i) the financial condition of the Company or its Subsidiaries; (ii) expected
profits for the current or future years; (iii) the contributions of a
prospective Recipient to the profitability and success of the Company or its
Subsidiaries; and (iv) the adequacy of the prospective Recipient's other
compensation. Recipients may include persons to whom stock, stock options, stock
appreciation rights, or other benefits previously were granted under this or
another plan of the Company or any Subsidiary, whether or not the previously
granted benefits have been fully exercised or vested. A Recipient's right, if
any, to continue to serve the Company and its Subsidiaries as an officer,
Employee, or otherwise will not be enlarged or otherwise affected by his
designation as a Recipient under this Plan, and such designation will not in any
way restrict the right of the Company or any Subsidiary, as the case may be, to
terminate at any time the employment or affiliation of any participant.
6. Options. Each Option granted to a Recipient under the Plan shall contain such
provisions as the Committee at the Date of Grant shall deem appropriate. Each
Option granted to a Recipient will satisfy the following requirements:
(a) Written Agreement. Each Option granted to a Recipient will be
evidenced by an Option Agreement. The terms of the Option Agreement need not be
identical for different Recipients. The Option Agreement shall include a
description of the substance of each of the requirements in this Section 6 with
respect to that particular Option.
(b) Number of Shares. Each Option Agreement shall specify the number of
Shares that may be purchased by exercise of the Option.
(c) Exercise Price. Except as provided in Section 6(l), the exercise price
of each Share subject to an Incentive Stock Option shall equal the exercise
price designated by the Committee on the Date of Grant, but shall not be less
than the Fair Market Value of the Share on the Incentive Stock Option's Date of
Grant. The exercise price of each Share subject to a Nonqualified Stock Option
shall equal the exercise price designated by the Committee on the Date of Grant.
(d) Duration of Option. Except as provided in Section 6(l), an Incentive
Stock Option granted to an Employee shall expire on the tenth anniversary of its
Date of Grant or, at such earlier date as is set by the Committee in
establishing the terms of the Incentive Stock Option at grant. Except as
provided in Section 6(l), a Nonqualified Stock Option granted to an Employee
shall expire on the tenth anniversary of its Date of Grant or, at such earlier
or later date as is set by the Committee in establishing the terms of the
Nonqualified Stock Option at grant. If the Recipient's employment with the
Company terminates before the expiration date of an Option granted to the
Recipient, the Option shall expire on the earlier of the date stated in this
subsection or the date stated in following subsections of this Section.
Furthermore, expiration of an Option may be accelerated under subsection (j)
below.
(e) Vesting of Option. Each Option Agreement shall specify the vesting
schedule applicable to the Option. The Committee, in its sole and absolute
discretion, may accelerate the vesting of any Option at any time.
5
<PAGE>
(f) Death. In the case of the death of a Recipient, an Incentive Stock
Option granted to the Recipient shall expire on the one-year anniversary of the
Recipient's death, or if earlier, the date specified in subsection (d) above.
During the one-year period following the Recipient's death, the Incentive Stock
Option may be exercised to the extent it could have been exercised at the time
the Recipient died, subject to any adjustment under Section 10 herein. In the
case of the death of a Recipient, a Nonqualified Stock Option granted to the
Recipient shall expire on the one-year anniversary of the Recipient's death, or
if earlier, the date specified in subsection (d) above, unless the Committee
sets an earlier or later expiration date in establishing the terms of the
Nonqualified Stock Option at grant or a later expiration date subsequent to the
Date of Grant but prior to the one-year anniversary of the Recipient's death.
During the period beginning on the date of the Recipient's death and ending on
the date the Nonqualified Stock Option expires, the Nonqualified Stock Option
may be exercised to the extent it could have been exercised at the time the
Recipient died, subject to any adjustment under Section 10 herein.
(g) Disability. In the case of the total and permanent disability of a
Recipient and a resulting termination of employment or affiliation with the
Company, an Incentive Stock Option granted to the Recipient shall expire on the
one-year anniversary of the Recipient's last day of employment, or, if earlier,
the date specified in subsection (d) above. During the one-year period following
the Recipient's termination of employment or affiliation by reason of
disability, the Incentive Stock Option may be exercised as to the number of
Shares for which it could have been exercised at the time the Recipient became
disabled, subject to any adjustments under Section 10 herein. In the case of the
total and permanent disability of a Recipient and a resulting termination of
employment or affiliation with the Company, a Nonqualified Stock Option granted
to the Recipient shall expire on the one-year anniversary of the Recipient's
last day of employment, or, if earlier, the date specified in subsection (d)
above, unless the Committee sets an earlier or later expiration date in
establishing the terms of the Nonqualified Stock Option at grant or a later
expiration date subsequent to the Date of Grant but prior to the one-year
anniversary of the Recipient's last day of employment or affiliation with the
Company. During the period beginning on the date of the Recipient's termination
of employment or affiliation by reason of disability and ending on the date the
Nonqualified Stock Option expires, the Nonqualified Stock Option may be
exercised as to the number of Shares for which it could have been exercised at
the time the Recipient became disabled, subject to any adjustments under Section
10 herein.
(h) Retirement. If the Recipient's employment with the Company terminates
by reason of normal retirement under the Company's normal retirement policies,
an Incentive Stock Option granted to the Recipient will expire 90 days after the
last day of employment, or, if earlier, on the date specified in subsection (d)
above. During the 90-day period following the Recipient's normal retirement, the
Incentive Stock Option may be exercised as to the number of Shares for which it
could have been exercised on the retirement date, subject to any adjustment
under Section 10 herein. If the Recipient's employment with the Company
terminates by reason of normal retirement under the Company's normal retirement
policies, a Nonqualified Stock Option granted to the Recipient will expire 90
days after the last day of employment, or, if earlier, on the date specified in
subsection (d) above, unless the Committee sets an earlier or later expiration
date in establishing the terms of the Nonqualified Stock Option at grant or a
later expiration date subsequent to the Date of Grant but prior to the end of
the 90-day period following the
7
<PAGE>
Recipient's normal retirement. During the period beginning on the date of the
Recipient's normal retirement and ending on the date the Nonqualified Stock
Option expires, the Nonqualified Stock Option may be exercised as to the number
of Shares for which it could have been exercised on the retirement date, subject
to any adjustment under Section 10 herein.
(i) Termination of Service. If the Recipient ceases employment or
affiliation with the Company for any reason other than death, disability, or
retirement (as described above), an Option granted to the Recipient shall lapse
immediately following the last day that the Recipient is employed by or
affiliated with the Company. However, the Committee may, in its sole discretion,
either at grant of the Option or at the time the Recipient terminates
employment, delay the expiration date of the Option to a date after termination
of employment; provided, however, that the expiration date of an Incentive Stock
Option may not be delayed more than 90 days following the termination of the
Recipient's employment or affiliation with the Company. During any such delay of
the expiration date, the Option may be exercised only for the number of Shares
for which it could have been exercised on such termination date, subject to any
adjustment under Section 10 herein. Notwithstanding any provisions set forth
herein or in the Plan, if the Recipient shall (i) commit any act of malfeasance
or wrongdoing affecting the Company or any parent or subsidiary, (ii) breach any
covenant not to compete or employment agreement with the Company or any parent
or Subsidiary, or (iii) engage in conduct that would warrant the Recipient's
discharge for cause, any unexercised part of the Option shall lapse immediately
upon the earlier of the occurrence of such event or the last day the Recipient
is employed by the Company.
(j) Change of Control. If a Change of Control occurs, the Board may vote
to immediately terminate all Options outstanding under the Plan as of the date
of the Change of Control or may vote to accelerate the expiration of the Options
to the tenth day after the effective date of the Change of Control. If the Board
votes to immediately terminate the Options, it shall make a cash payment to the
Recipient equal to the difference between the Exercise Price and the Fair Market
Value of the Shares that would have been subject to the terminated Option on the
date of the Change of Control.
(k) Conditions Required for Exercise. Options granted to Recipients under
the Plan shall be exercisable only to the extent they are vested according to
the terms of the Option Agreement. Furthermore, Options granted to Employees
under the Plan shall be exercisable only if the issuance of Shares pursuant to
the exercise would be in compliance with applicable securities laws, as
contemplated by Section 9 of the Plan. Each Agreement shall specify any
additional conditions required for the exercise of the Option.
(l) Ten Percent Shareholders. An Incentive Stock Option granted to an
individual who, on the Date of Grant, owns stock possessing more than 10 percent
of the total combined voting power of all classes of stock of either the Company
or any parent or Subsidiary, shall be granted at an exercise price of 110
percent of Fair Market Value on the Date of Grant and shall be exercisable only
during the five-year period immediately following the Date of Grant. In
calculating stock ownership of any person, the attribution rules of Code Section
424(d) will apply. Furthermore, in calculating stock ownership, any stock that
the individual may purchase under outstanding options will not be considered.
7
<PAGE>
(m) Maximum Option Grants. The aggregate Fair Market Value, determined on
the Date of Grant, of stock in the Company with respect to which any Incentive
Stock Options under the Plan and all other plans of the Company or its
Subsidiaries (within the meaning of Section 422(b) of the Code) may become
exercisable by any individual for the first time in any calendar year shall not
exceed $100,000.
(n) Method of Exercise. An Option granted under this Plan shall be deemed
exercised when the person entitled to exercise the Option (i) delivers written
notice to the President of the Company (or his delegate, in his absence) of the
decision to exercise, (ii) concurrently tenders to the Company full payment for
the Shares to be purchased pursuant to the exercise, and (iii) complies with
such other reasonable requirements as the Committee establishes pursuant to
Section 9 of the Plan. Payment for Shares with respect to which an Option is
exercised may be made in cash, or by certified check or wholly or partially in
the form of Common Stock having a Fair Market Value equal to the exercise price.
No person will have the rights of a shareholder with respect to Shares subject
to an Option granted under this Plan until a certificate or certificates for the
Shares have been delivered to him. A partial exercise of an Option will not
affect the holder's right to exercise the Option from time to time in accordance
with this Plan as to the remaining Shares subject to the Option.
(o) Loan from Company to Exercise Option. The Committee may, in its
discretion and subject to the requirements of applicable law, recommend to the
Company that it lend the Recipient the funds needed by the Recipient to exercise
an Option. The Recipient shall make application to the Company for the loan,
completing the forms and providing the information required by the Company. The
loan shall be secured by such collateral as the Company may require, subject to
its underwriting requirements and the requirements of applicable law. The
Recipient shall execute a Promissory Note and any other documents deemed
necessary by the Committee.
(p) Designation of Beneficiary. Each Recipient shall designate, in the
Option Agreement he executes, a beneficiary to receive Options awarded hereunder
in the event of his death prior to full exercise of such Options; provided, that
if no such beneficiary is designated or if the beneficiary so designated does
not survive the Recipient, the estate of such Recipient shall be deemed to be
his beneficiary. Recipients may, by written notice to the Committee, change the
beneficiary designated in any outstanding Option Agreements.
(q) Nontransferability of Option. An Option granted under this Plan is not
transferable except by will or the laws of descent and distribution. During the
lifetime of the Recipient, all rights of the Option are exercisable only by the
Recipient.
7. Stock Appreciation Rights. Subject to the provisions of the Plan, the
Committee may award SARs in tandem with an Option (at or after the grant of the
Option), or alone and unrelated to an Option. Each SAR granted to an Employee
under the Plan shall contain such provisions as the Committee at the Date of
Grant shall deem appropriate. Each SAR granted to an Employee will satisfy the
following requirements:
(a) Written Agreement. Each SAR granted to an Employee will be evidenced
by a SAR Agreement. The terms of the SAR Agreement need not be identical for
different
8
<PAGE>
Recipients. The SAR Agreement shall include a description of the substance of
each of the requirements in this Section with respect to that particular SAR.
(b) Number of SARs. Each SAR Agreement shall specify the number of SARs
granted to the Recipient.
(c) Exercise Price. The exercise price of the SAR shall equal the exercise
price designated by the Committee on the Date of Grant. A SAR granted alone and
unrelated to an Option may be granted at such exercise price as the Committee
may determine in its sole and absolute discretion. A SAR granted in tandem with
an Option shall have an exercise price not less than the exercise price of the
Option.
(d) Duration of Option. Each SAR granted to a Recipient shall expire on
the tenth anniversary of its Date of Grant or, at such earlier or later date as
is set by the Committee in establishing the terms of the SAR at grant. If the
Recipient's employment with the Company terminates before the expiration date of
a SAR, the SARs owned by the Recipient shall expire on the earlier of the date
stated in this subsection (d) or the date stated in following subsections of
this Section 7. Furthermore, expiration of a SAR may be accelerated under
subsection (j) below.
(e) Vesting of SAR. Each SAR Agreement shall specify the vesting schedule
applicable to the SAR. The Committee, in its sole and absolute discretion, may
accelerate the vesting of any SAR at any time.
(f) Death. In the case of the death of a Recipient, the SAR shall expire
on the one-year anniversary of the Recipient's death, or if earlier, the date
specified in subsection (d) above, unless the Committee sets an earlier or later
expiration date in establishing the terms of the SAR at grant or a later
expiration date subsequent to the Date of Grant but prior to the one-year
anniversary of the Recipient's death. During the period beginning on the date of
the Recipient's death and ending on the date the SAR expires, the SAR may be
exercised to the extent it could have been exercised at the time the Recipient
died, subject to any adjustment under Section 10 herein.
(g) Disability. In the case of the total and permanent disability of a
Recipient and a resulting termination of employment with the Company, the SAR
shall expire on the one-year anniversary date of the Recipient's last day of
employment, or, if earlier, the date specified in subsection (d) above, unless
the Committee sets an earlier or later expiration date in establishing the terms
of the SAR at grant or a later expiration date subsequent to the Date of Grant
but prior to the one-year anniversary of the Recipient's last day of employment
or affiliation with the Company. During the period beginning on the date of the
Recipient's termination of employment or affiliation by reason of disability and
ending on the date the SAR expires, the SAR may be exercised as to the number of
Shares for which it could have been exercised at the time the Recipient became
disabled, subject to any adjustments under Section 10 herein.
(h) Retirement. If the Recipient's employment terminates by reason of
normal retirement under the Company's normal retirement policies, the SAR will
expire 90 days after the last day of employment, or, if earlier, on the date
specified in subsection (d) above, unless the Committee sets an earlier or later
expiration date in establishing the terms of the SAR at grant or
9
<PAGE>
a later expiration date subsequent to the Date of Grant but prior to the end of
the 90-day period following the Recipient's normal retirement. During the period
beginning on the date of the Recipient's normal retirement and ending on the
date the SAR expires, the SAR may be exercised as to the number of Shares for
which it could have been exercised on the retirement date, subject to any
adjustment under Section 10 herein.
(i) Termination of Service. If the Recipient ceases employment for any
reason other than death, disability, or retirement (as described above), all
SARs held by the Recipient shall lapse immediately following the last day that
the Recipient is employed by the Company. However, the Committee may, in its
sole discretion, either at grant of the SAR or at the time the Recipient
terminates employment, delay the expiration date of the SAR to a date after
termination of employment. During any such delay of the expiration date, the SAR
may be exercised only for the number of Shares for which it could have been
exercised on such termination date, subject to any adjustment under Section 10
herein. Notwithstanding any provisions set forth herein or in the Plan, if the
Recipient shall (i) commit any act of malfeasance or wrongdoing affecting the
Company or any parent or subsidiary, (ii) breach any covenant not to compete or
employment agreement with the Company or any parent or Subsidiary, or (iii)
engage in conduct that would warrant the Recipient's discharge for cause, any
unexercised part of the SAR shall lapse immediately upon the earlier of the
occurrence of such event or the last day the Recipient is employed by the
Company.
(j) Change of Control. If a Change of Control occurs, the Board may vote
to accelerate the expiration of the SARs to the 10th day after the effective
date of the Change of Control.
(k) Conditions Required for Exercise. SARs granted to Recipients under the
Plan shall be exercisable only to the extent they are vested according to the
terms of the SAR Agreement. Each SAR Agreement shall specify any additional
conditions required for the exercise of the SAR.
(l) Method of Exercise. A SAR granted under this Plan shall be deemed
exercised when the person entitled to exercise the SAR delivers written notice
to the President of the Company (or his delegate, in his absence) of the
decision to exercise, and complies with such other reasonable requirements as
the Committee establishes pursuant to Section 9 of the Plan. A partial exercise
of a SAR will not affect the holder's right to exercise the Option from time to
time in accordance with this Plan as to the remaining Shares subject to the
Option.
(m) Designation of Beneficiary. Each Recipient shall designate in the SAR
Agreement he executes, a beneficiary to receive SARs awarded hereunder in the
event of his death prior to full exercise of such SARs; provided, that if no
such beneficiary is designated or if the beneficiary so designated does not
survive the Recipient, the estate of such Recipient shall be deemed to be his
beneficiary. Recipients may, by written notice to the Committee, change the
beneficiary designated in any outstanding SAR Agreements.
(n) Nontransferability of SARs. No SAR granted under this Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
SARs granted to a Recipient under this Plan shall be exercisable during his or
her lifetime only by such Recipient.
10
<PAGE>
8. Restricted Stock. Subject to the provisions of the Plan, the Committee, at
any time and from time to time, may grant Shares of Restricted Stock to
Recipients in such amounts as the Committee shall determined in its sole and
absolute discretion. Each Restricted Stock Award granted to an Employee under
the Plan shall contain such provisions as the Committee at the Date of Grant
shall deem appropriate. Each Restricted Stock Award granted to a Recipient will
satisfy the following requirements:
(a) Written Agreement. Each Restricted Stock Award granted to a Recipient
will be evidenced by a Restricted Stock Agreement. The terms of the Restricted
Stock Agreement need not be identical for different Recipients. The Restricted
Stock Agreement shall specify the Period of Restriction, or Periods. In
addition, the Restricted Stock Agreement shall include a description of the
substance of each of the requirements in this Section with respect to that
particular Restricted Stock Award.
(b) Number of Shares. Each Agreement shall specify the number of
Restricted Stock Shares awarded to the Recipient.
(c) Transferability. Except as provided in this subsection (c), the
Restricted Stock Shares granted under this Plan may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee at grant and
specified in the Restricted Stock Agreement, or upon earlier satisfaction of any
other conditions, as specified by the Committee at grant and specified in the
Restricted Stock Agreement.
(d) Other Restrictions. The Committee shall impose such other restrictions
on any Restricted Stock Shares granted pursuant to this Plan as it may deem
advisable including, without limitation, vesting restrictions, restrictions
based upon the achievement of specific Company-wide, Subsidiary, and/or
individual performance goals, and/or restrictions under applicable federal or
state securities laws, and may legend the certificate representing Restricted
Stock to give appropriate notice of such restrictions. The Committee may also
require that Recipients make cash payments at the time of grant or upon lapsing
of restrictions. Such cash payments, if imposed, will be in an amount not less
than the par value of the Restricted Stock Shares.
(e) Certificate Legend. In addition to any legends placed on certificates
pursuant to subsection (c) above, each certificate representing Restricted Stock
Shares granted pursuant to this Plan shall bear the following legend:
"The sale or other transfer of the Shares of stock represented by
this certificate, whether voluntary, involuntary, or by operation of
law, is subject to certain restrictions on transfer as set forth in
the Interactive Technologies.com, Ltd. Long-Term Incentive Plan and
in a Restricted Stock Agreement dated ______________. A copy of the
Plan and the Restricted Stock Agreement may be obtained from the
Chief Financial Officer of Interactive Technologies.com, Ltd."
11
<PAGE>
(f) Removal of Restrictions. Except as otherwise provided in this Section
8, Restricted Stock Shares shall become freely transferable by the Recipient
after the last day of the Period of Restriction. Once the Restricted Stock
Shares are released from the restrictions, the Recipient shall be entitled to
have the legend required by subsection (e) above removed from his Share
certificate.
(g) Voting Rights. During the Period of Restriction, Recipients holding
Restricted Stock Shares may exercise full voting rights with respect to such
Shares.
(h) Dividends and Other Distributions. During the Period of Restriction,
Recipients holding Restricted Stock Shares shall be entitled to receive all
dividends and other distributions paid with respect to such Shares while they
are so held. If any such dividends or distributions are paid in Shares, such
Shares shall be subject to the same restrictions on transferability and
forfeitability as the Restricted Stock Shares with respect to which they were
paid.
(i) Death. In the case of the death of a Recipient, the restrictions on
the Recipient's Restricted Stock Shares shall expire on the date of the
Recipient's death.
(j) Disability. In the case of the total and permanent disability of a
Recipient and a resulting termination of employment with the Company, the
restrictions on the Recipient's Restricted Stock Shares shall expire on the
Recipient's last day of employment.
(k) Retirement. If the Recipient's employment terminates by reason of
normal retirement under the Company's normal retirement policies, the
restrictions on the Recipient's Restricted Stock Shares shall expire on the
Recipient's last day of employment.
(l) Termination of Service. If the Recipient ceases employment for any
reason other than death, disability, or retirement (as described above), all
nonvested Restricted Stock Shares held by the Recipient shall be forfeited
immediately and returned to the Company; provided, however, that the Committee,
in its sole and absolute discretion, shall have the right to provide for
expiration of the restrictions on Restricted Stock Shares following termination
of employment, upon such terms and provisions as it deems proper.
(m) Change of Control. If a Change of Control occurs, the Board may vote
to remove immediately all restrictions on Restricted Stock Shares as of the date
of the Change of Control.
(n) Designation of Beneficiary. Each Recipient shall designate, in the
Restricted Stock Agreement he executes, a beneficiary to receive Restricted
Stock Shares awarded hereunder in the event of his death prior to removal of all
restrictions on such Shares; provided, that if no such beneficiary is designated
or if the beneficiary so designated does not survive the Recipient, the estate
of such Recipient shall be deemed to be his beneficiary. Recipients may, by
written notice to the Committee, change the beneficiary designated in any
outstanding Restricted Stock Agreements.
9. Taxes; Compliance with Law; Approval of Regulatory Bodies; Legends. The
Company shall have the right to withhold from payments otherwise due and owing
to the Recipient (or his
12
<PAGE>
beneficiary) or to require the Recipient (or his beneficiary) to remit to the
Company in cash upon demand an amount sufficient to satisfy any federal
(including FICA and FUTA amounts), state, and/or local withholding tax
requirements at the time the Recipient (or his beneficiary) recognizes income
for federal, state, and/or local tax purposes with respect to any Award under
this Plan.
Awards can be granted, and Shares can be delivered under this Plan, only
in compliance with all applicable federal and state laws and regulations and the
rules of all stock exchanges on which the Company's stock is listed at any time.
An Option is exercisable only if either (a) a registration statement pertaining
to the Shares to be issued upon exercise of the Option has been filed with and
declared effective by the Securities and Exchange Commission and remains
effective on the date of exercise, or (b) an exemption from the registration
requirements of applicable securities laws is available. This Plan does not
require the Company, however, to file such a registration statement or to assure
the availability of such exemptions. Any certificate issued to evidence Shares
issued under the Plan may bear such legends and statements, and shall be subject
to such transfer restrictions, as the Committee deems advisable to assure
compliance with federal and state laws and regulations and with the requirements
of this Section. No Option may be exercised, and Shares may not be issued under
this Plan, until the Company has obtained the consent or approval of every
regulatory body, federal or state, having jurisdiction over such matters as the
Committee deems advisable.
Each person who acquires the right to exercise an Option or a SAR or to
ownership of Shares by bequest or inheritance may be required by the Committee
to furnish reasonable evidence of ownership of the Option or SAR as a condition
to his exercise of the Option or SAR. In addition, the Committee may require
such consents and releases of taxing authorities as the Committee deems
advisable.
With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the Exchange Act, as such Rule may be amended
from time to time, or its successor under the Exchange Act. To the extent any
provision of the Plan or action by the Plan administrators fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Plan administrators.
10. Adjustment Upon Change of Shares. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock of the Company occurs, the number and class of
Shares for which Awards are authorized to be granted under this Plan, the number
and class of Shares then subject to Awards previously granted to Employees under
this Plan, and the price per Share payable upon exercise of each Award
outstanding under this Plan shall be equitably adjusted by the Committee to
reflect such changes. To the extent deemed equitable and appropriate by the
Board, subject to any required action by shareholders, in any merger,
consolidation, reorganization, liquidation or dissolution, any Award granted
under the Plan shall pertain to the securities and other property to which a
holder of the number of Shares of stock covered by the Award would have been
entitled to receive in connection with such event.
13
<PAGE>
11. Liability of the Company. The Company, its parent and any Subsidiary that is
in existence or hereafter comes into existence shall not be liable to any person
for any tax consequences incurred by a Recipient or other person with respect to
an Award.
12. Amendment and Termination of Plan. The Board may alter, amend, or terminate
this Plan from time to time without approval of the shareholders of the Company.
The Board may, however, condition any amendment on the approval of the
shareholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws to which the Company, the
Plan, Recipients or Eligible Persons are subject. Any amendment, whether with or
without the approval of shareholders of the Company, that alters the terms or
provisions of an Award granted before the amendment (unless the alteration is
expressly permitted under this Plan) will be effective only with the consent of
the Recipient to whom the Award was granted or the holder currently entitled to
exercise it.
13. Expenses of Plan. The Company shall bear the expenses of administering the
Plan.
14. Duration of Plan. Awards may be granted under this Plan only during the 10
years immediately following the original effective date of this Plan.
15. Applicable Law. The validity, interpretation, and enforcement of this Plan
are governed in all respects by the laws of Florida and the United States of
America.
16. Effective Date. The effective date of this Plan, shall be the earlier of (i)
the date on which the Board adopts the Plan or (ii) the date on which the
Shareholders approve the Plan.
14
<PAGE>
