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EXHIBIT 10.3
SMTC CORPORATION/
SMTC MANUFACTURING CORPORATION OF CANADA
2000 EQUITY INCENTIVE PLAN
SECTION 1. DEFINED TERMS
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Exhibit A, which is incorporated by reference, defines the terms used in
the Plan and sets forth certain operational rules related to those terms.
SECTION 2. GENERAL
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The Plan has been established to advance the interests of the Company by
giving selected Employees, directors and other persons (including both
individuals and entities) who provide services to the Company or its Affiliates
Stock-based incentives or incentives based on Performance Criteria.
SECTION 3. ADMINISTRATION
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The Administrator has discretionary authority, subject only to the express
provisions of the Plan, to interpret the Plan; determine eligibility for and
grant Awards; determine, modify or waive the terms and conditions of any Award;
prescribe forms, rules and procedures (which it may modify or waive); and
otherwise do all things necessary to carry out the purposes of the Plan. Once an
Award has been communicated in writing to a Participant, the Administrator may
not, without the Participant's consent, alter the terms of the Award so as to
affect adversely the Participant's rights under the Award, unless the
Administrator expressly reserved the right to do so in writing at the time of
such communication. In the case of any Award intended to be eligible for the
performance-based compensation exception under Section 162(m), the Administrator
shall exercise its discretion consistent with qualifying the Award for such
exception.
The Administrator may from time to time make recommendations to the SMTC
Canada Board with respect to the grant of Awards by SMTC Canada in accordance
with the Plan; provided, however, that no Award under which Exchangeable Shares
or other securities of SMTC Canada may be issued shall be effective prior to the
confirmation and approval of such recommended Award by the SMTC Canada Board.
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SECTION 4. LIMITS ON AWARD UNDER THE PLAN
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a. Number of Shares.
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(1) Number of Shares. The number of shares of Stock that may be issued
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under Awards granted under the Plan (including Stock that may be issued on the
exchange of Exchangeable Shares issuable under Awards) shall not exceed (A)
1,727,052 plus (B) as of the first day of each fiscal year (commencing with the
fiscal year beginning in 2001) of the Company during the life of the Plan, an
additional number of shares determined by the Board but not to exceed 1% of the
total number of shares of Stock actually outstanding on such date.
Notwithstanding the preceding sentence, no more than 3,000,000 shares of Stock
may be delivered in satisfaction of any ISOs awarded under the Plan.
(2) Number of Exchangeable Shares. The number of Exchangeable Shares that
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may be issued under Awards granted under the Plan shall not exceed 1,000,000.
(3) Shares Not Delivered. For purposes of this Section 4.a., the following
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shares shall not be considered to have been delivered under the Plan: (A) shares
remaining under an Award that terminates without having been exercised in full;
(B) shares subject to an Award, where cash is delivered to a Participant in lieu
of such shares; (C) shares of Restricted Stock that have been forfeited in
accordance with the terms of the applicable Award; and (D) shares held back, in
satisfaction of the exercise price or tax withholding requirements, from shares
that would otherwise have been delivered pursuant to an Award.
(4) Netting of Certain Shares. The number of shares of Stock or
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Exchangeable Shares delivered under an Award shall be determined net of any
previously acquired shares tendered by the Participant in payment of the
exercise price or of withholding taxes.
b. Type of Shares. Stock and Exchangeable Shares delivered by the Company
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or SMTC Canada, as applicable, under the Plan may be authorized but unissued
shares or previously issued shares acquired by the Company or SMTC Canada, as
applicable, and held in treasury. No fractional shares will be delivered under
the Plan.
c. Option & SAR Limits. The maximum number of shares of Stock and
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Exchangeable Shares for which Stock Options may be granted to any person in any
calendar year, the maximum number of shares of Stock and Exchangeable Shares
subject to SARs granted to any person in any calendar year and the aggregate
maximum number of shares of Stock and Exchangeable Shares subject to other
Awards that may be delivered to any person in any calendar year shall each be
1,000,000. For purposes of the preceding sentence, the repricing of a Stock
Option or SAR shall be treated as a new grant to the extent required under
Section 162(m). Subject to these limitations, each person eligible to
participate in the Plan shall be eligible in any year to receive Awards covering
up to the full number of shares of Stock then available for Awards under the
Plan.
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d. Other Award Limits. No more than $1,000,000 may be paid to any
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individual with respect to any Cash Performance Award. In applying the
limitation of the preceding sentence: (i) multiple Cash Performance Awards to
the same individual that are determined by reference to performance periods of
one year or less ending with or within the same fiscal year of the Company shall
be subject in the aggregate to one limit of such amount, and (ii) multiple Cash
Performance Awards to the same individual that are determined by reference to
one or more multi-year performance periods ending in the same fiscal year of the
Company shall be subject in the aggregate to a separate limit of such amount.
With respect to any Performance Award other than a Cash Performance Award or a
Stock Option or SAR, the maximum Award opportunity shall be 1,000,000 shares of
Stock or Exchangeable Shares, or their equivalent value in cash, subject to the
limitations of Section 4.c.
e. Exchangeable Share Award Limits. No Stock Option or SAR shall be granted
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which could, under the terms of the Plan and any other share option plan or
share purchase plan of the Company or SMTC Canada, result in the number of
Exchangeable Shares reserved for issuance to any one person exceeding 5% of the
issued and outstanding Exchangeable Shares on the date of grant.
SECTION 5. ELIGIBILITY AND PARTICIPATION
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The Administrator will select Participants from among those key Employees,
directors and other individuals or entities providing services to the Company or
its Affiliates who, in the opinion of the Administrator, are in a position to
make a significant contribution to the success of the Company and its
Affiliates. Eligibility for ISOs is further limited to those individuals whose
employment status would qualify them for the tax treatment described in Sections
421 and 422 of the Code.
SECTION 6. RULES APPLICABLE TO AWARDS
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a. ALL AWARDS
(1) Terms of Awards. The Administrator shall determine the terms of all
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Awards subject to the limitations provided herein, provided that no Stock Option
or SAR shall be granted for a term of more than 10 years from the date of grant.
(2) Performance Criteria. Where rights under an Award depend in whole or in
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part on satisfaction of Performance Criteria, actions by the Company or its
Affiliates that have an effect, however material, on such Performance Criteria
or on the likelihood that they will be satisfied will not be deemed an amendment
or alteration of the Award.
(3) Alternative Settlement. The Company or SMTC Canada, as applicable, may
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at any time extinguish rights under an Award in exchange for payment in cash,
Stock or
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Exchangeable Shares (subject to the limitations of Section 4) or other property
on such terms as the Administrator determines, provided the holder of the Award
consents to such exchange.
(4) Transferability Of Awards. Except as the Administrator otherwise
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expressly provides, and subject to the requirements of the TSE in the case of
Awards under which Exchangeable Shares may be issued, Awards may not be
transferred other than by will or by the laws of descent and distribution, and
during a Participant's lifetime an Award requiring exercise may be exercised
only by the Participant (or in the event of the Participant's incapacity, the
person or persons legally appointed to act on the Participant's behalf).
(5) Vesting, Etc. Without limiting the generality of Section 3, the
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Administrator may determine the time or times at which an Award will vest (i.e.,
become free of forfeiture restrictions) or become exercisable and the terms on
which an Award requiring exercise will remain exercisable. Unless the
Administrator expressly provides otherwise, immediately upon the cessation of
the Participant's employment or other service relationship with the Company and
its Affiliates, an Award requiring exercise will cease to be exercisable, and
all Awards to the extent not already fully vested will be forfeited, except
that:
(A) all Stock Options and SARs held by a Participant immediately prior to
his or her death, to the extent then exercisable, will remain exercisable by
such Participant's executor or administrator or the person or persons to whom
the Stock Option or SAR is transferred by will or the applicable laws of descent
and distribution, for the lesser of (i) a one year period ending with the first
anniversary of the Participant's death or (ii) the period ending on the latest
date on which such Stock Option or SAR could have been exercised without regard
to this Section 6.a.(5) and shall thereupon terminate;
(B) all Stock Options and SARs held by the Participant immediately prior to
the cessation of the Participant's employment or other service relationship for
reasons other than death and except as provided in (C) below, to the extent then
exercisable, will remain exercisable for the lesser of (i) a period of three
months or (ii) the period ending on the latest date on which such Stock Option
or SAR could have been exercised without regard to this Section 6.a.(5), and
shall thereupon terminate; and
(C) all Stock Options and SARs held by the Participant whose cessation of
employment or other service relationship is determined by the Administrator in
its sole discretion to result for reasons which cast such discredit on the
Participant as to justify immediate termination of the Award shall immediately
terminate upon such cessation.
Unless the Administrator expressly provides otherwise, a Participant's
"employment or other service relationship with the Company and its Affiliates"
will be deemed to have ceased, in the case of an employee Participant, upon
termination of the Participant's employment with the Company and its Affiliates
(whether or not the Participant continues in the service of the Company or its
Affiliates in some capacity other than that of an employee of the Company or
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its Affiliates), and in the case of any other Participant, when the service
relationship in respect of which the Award was granted terminates (whether or
not the Participant continues in the service of the Company or its Affiliates in
some other capacity).
(6) Taxes. The Administrator will make such provision for the withholding
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of taxes as it deems necessary. The Administrator may, but need not, hold back
shares from an Award or permit a Participant to tender previously owned shares
in satisfaction of tax withholding requirements.
(7) Dividend Equivalents, Etc. The Administrator may provide for the
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payment of amounts in lieu of cash dividends or other cash distributions with
respect to Stock or Exchangeable Shares subject to an Award.
(8) Rights Limited. Nothing in the Plan shall be construed as giving any
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person the right to continued employment or service with the Company or its
Affiliates, or any rights as a shareholder except as to shares of Stock or
Exchangeable Shares actually issued under the Plan. The loss of existing or
potential profit in Awards will not constitute an element of damages in the
event of termination of employment or service for any reason, even if the
termination is in violation of an obligation of the Company or Affiliate to the
Participant.
(9) Section 162(m). In the case of an Award intended to be eligible for the
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performance-based compensation exception under Section 162(m), the Plan and such
Award shall be construed to the maximum extent permitted by law in a manner
consistent with qualifying the Award for such exception. In the case of a
Performance Award intended to qualify as performance-based for the purposes of
Section 162(m) (other than a Stock Option or SAR with an exercise price at least
equal to the fair market value of the underlying Stock on the date of grant),
the Committee shall in writing preestablish one or more specific Performance
Criteria no later than 90 days after the commencement of the period of service
to which the performance relates (or at such earlier time as is required to
qualify the Award as performance- based under Section 162(m)). Prior to payment
of any Performance Award (other than a Stock Option or SAR with an exercise
price at least equal to the fair market value of the underlying Stock on the
date of grant) intended to qualify as performance-based under Section 162(m),
the Committee shall certify whether the Performance Criteria have been attained
and such determination shall be final and conclusive. If the Performance
Criteria with respect to any such Award are not attained, no other Award shall
be provided in substitution of the Performance Award.
b. AWARDS REQUIRING EXERCISE
(1) Time And Manner Of Exercise. Unless the Administrator expressly
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provides otherwise, (a) an Award requiring exercise by the holder will not be
deemed to have been exercised until the Administrator receives a written notice
of exercise (in form acceptable to the Administrator) signed by the appropriate
person and accompanied by any payment required
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under the Award; and (b) if the Award is exercised by any person other than the
Participant, the Administrator may require satisfactory evidence that the person
exercising the Award has the right to do so.
(2) Exercise Price. The Administrator shall determine the exercise price of
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each Stock Option provided that (a) each Stock Option intended to qualify for
the performance-based exception under Section 162(m) of the Code and each ISO
must have an exercise price that is not less than the fair market value of the
Stock subject to the Stock Option, determined as of the date of grant; provided
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that an ISO granted to an Employee described in Section 422(b)(6) of the Code
must have an exercise price that is not less than 110% of such fair market value
and (b) each Stock Option exercisable for Exchangeable Shares must have an
exercise price that is not less than the simple average of the daily averages of
the high and low prices of which a board lot of Exchangeable Shares traded on
the TSE on each of the five trading days immediately preceding the date of grant
of the Stock Option. The exercise price of a SAR under which Exchangeable Shares
may be issued shall not be less than the simple average of the daily averages of
the high and low prices of which a board lot of Exchangeable Shares traded on
the TSE on each of the five trading days immediately preceding the date of grant
of the SAR.
(3) Payment Of Exercise Price, If Any. Where the exercise of an Award is to
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be accompanied by payment, the Administrator may determine the required or
permitted forms of payment, subject to the following: (a) all payments will be
by cash or check acceptable to the Administrator, or, if so permitted by the
Administrator (with the consent of the optionee of an ISO if permitted after the
grant), (i) through the delivery of shares of Stock which have been outstanding
for at least six months (unless the Administrator approves a shorter period) and
which have a fair market value equal to the exercise price, (ii) by delivery of
a promissory note of the person exercising the Award to the Company or SMTC
Canada, as applicable, payable on such terms as are specified by the
Administrator, (iii) by delivery of an unconditional and irrevocable undertaking
by a broker to deliver promptly to the Company or SMTC Canada, as applicable,
sufficient funds to pay the exercise price, or (iv) by any combination of the
foregoing permissible forms of payment; and (b) where shares of Stock issued
under an Award are part of an original issue of shares, the Award shall require
an exercise price equal to at least the par value of such shares.
(4) Reload Awards. The Administrator may provide that upon the exercise of
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an Award, either by payment of cash or (if permitted under Section 6.b.(3)
above) through the tender of previously owned shares of Stock or Exchangeable
Shares, the Participant or other person exercising the Award will automatically
receive a new Award of like kind covering a number of shares of Stock or
Exchangeable Shares equal to the number of shares of Stock or Exchangeable
Shares for which the first Award was exercised.
(5) ISOs. No ISO may be granted under the Plan after June 30, 2010, but
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ISOs previously granted may extend beyond that date.
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c. AWARDS NOT REQUIRING EXERCISE
(1) Restricted Stock. Awards of Restricted Stock and Unrestricted Stock may
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be made in return for either (A) services determined by the Administrator to
have a value not less than the par value of the Awarded shares of Stock, or (B)
cash or other property having a value not less than the par value of the Awarded
shares of Stock plus such additional amounts (if any) as the Administrator may
determine payable in such combination and type of cash, other property (of any
kind) or services as the Administrator may determine.
(2) Exchangeable Shares. Awards of Exchangeable Shares may be made in
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return for either the fair equivalent of the money that SMTC Canada would have
received if the Awarded Exchangeable Shares had been issued for money, as
applicable plus such additional amounts (if any) as the Administrator may
determine payable in such combination and type of cash, other property (of any
kind) or services as the Administrator may determine.
SECTION 7. EFFECT OF CERTAIN TRANSACTIONS
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a. MERGERS, ETC.
In the event of a Covered Transaction, (i) all outstanding Awards shall
vest and if relevant become exercisable and all deferrals, other than deferrals
of amounts that are neither measured by reference to nor payable in shares of
Stock or Exchangeable Shares, shall be accelerated, immediately prior to the
Covered Transaction and (ii) upon consummation of such Covered Transaction all
Awards then outstanding and requiring exercise shall be forfeited unless, in
each case, such Awards and deferrals are assumed by an acquiring or surviving
entity or its affiliate as provided in the following sentence. In connection
with any Covered Transaction in which there is an acquiring, a surviving entity
or in which all or substantially all of the Company's then outstanding common
stock is acquired, the Administrator may provide for substitute or replacement
Awards from, or the assumption of Awards by, the Company, the acquiring or
surviving entity or its affiliates, as applicable, any such substitution,
replacement or assumption to be on such terms as the Administrator determines.
b. CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK
(1) Basic Adjustment Provisions. In the event of a stock dividend, stock
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split or combination of shares, recapitalization or other change in the
Company's and/or SMTC Canada's capital structure, the Administrator will make
appropriate adjustments to the maximum number of shares that may be delivered
under the Plan under Section 4.a. and to the maximum share limits described in
Section 4.b., and will also make appropriate adjustments to the number and kind
of shares of stock or securities subject to Awards then outstanding or
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subsequently granted, any exercise prices relating to Awards and any other
provision of Awards affected by such change.
(2) Certain Other Adjustments. The Administrator may also make adjustments
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of the type described in paragraph (1) above to take into account distributions
to the Company's common stockholders other than those provided for in Section
7.a. and 7.b.(1), or any other event, if the Administrator determines that
adjustments are appropriate to avoid distortion in the operation of the Plan and
to preserve the value of Awards made hereunder; provided, that no such
adjustment shall be made to the maximum share limits described in Section 4.c.
or 4.d., or otherwise to an Award intended to be eligible for the
performance-based exception under Section 162(m), except to the extent
consistent with that exception, nor shall any change be made to ISOs except to
the extent consistent with their continued qualification under Section 422 of
the Code.
(3) Continuing Application of Plan Terms. References in the Plan to shares
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of Stock shall be construed to include any stock or securities resulting from an
adjustment pursuant to Section 7.b.(1) or 7.b.(2) above.
SECTION 8. LEGAL CONDITIONS ON DELIVERY OF SHARES
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Neither the Company nor SMTC Canada will be obligated to deliver any shares
of Stock or Exchangeable Shares pursuant to the Plan or to remove any
restriction from shares of Stock or Exchangeable Shares previously delivered
under the Plan until the Company's counsel has approved all legal matters in
connection with the issuance and delivery of such shares; if the outstanding
Stock or Exchangeable Shares, as applicable, are at the time of delivery listed
on any stock exchange or national market system, the shares to be delivered have
been listed or authorized to be listed on such exchange or system upon official
notice of issuance; and all conditions of the Award have been satisfied or
waived. If the sale of Stock has not been registered under the Securities Act of
1933, as amended, the Company may require, as a condition to exercise of the
Award, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act. The Company may require
that certificates evidencing Stock or Exchangeable Shares issued under the Plan
bear an appropriate legend reflecting any restriction on transfer applicable to
such shares.
SECTION 9. AMENDMENT AND TERMINATION
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Subject to the last sentence of the first paragraph of Section 3 and to the
requirements of the TSE, the Administrator may at any time or times amend the
Plan or any outstanding Award for any purpose which may at the time be permitted
by law, or may at any time terminate the Plan as to any further grants of
Awards; provided, that (except to the extent expressly required or permitted by
the Plan) no such amendment will, without the approval of the stockholders of
the Company, effectuate a change for which stockholder approval is required in
order for the Plan
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to continue to qualify under Section 422 of the Code and for Awards to be
eligible for the performance-based exception under Section 162(m).
SECTION 10. NON-LIMITATION OF RIGHTS
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The existence of the Plan or the grant of any Award shall not in any way
affect the Company's or SMTC Canada's right to Award a person bonuses or other
compensation in addition to Awards under the Plan.
SECTION 11. GOVERNING LAW
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The Plan shall be construed in accordance with the laws of the State of
Delaware.
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EXHIBIT A
Definition of Terms
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The following terms, when used in the Plan, shall have the meanings and be
subject to the provisions set forth below:
"Administrator": The Board or, if one or more has been appointed, the
Committee.
"Affiliate": Any corporation or other entity owning, directly or
indirectly, 50% or more of the outstanding Stock of the Company, or in which the
Company or any such corporation or other entity owns, directly or indirectly,
50% of the outstanding capital stock (determined by aggregate voting rights) or
other voting interests.
"Award": Any or a combination of the following:
(i) Stock Options.
(ii) SARs.
(iii) Restricted Stock.
(iv) Unrestricted Stock or Exchangeable Shares.
(v) Deferred Stock.
(vi) Securities (other than Stock Options) that are convertible into or
exchangeable for Stock or Exchangeable Shares on such terms and conditions as
the Administrator determines.
(vii) Cash Performance Awards.
(viii) Performance Awards.
(ix) Grants of cash, or loans, made in connection with other Awards in
order to help defray in whole or in part the economic cost (including tax cost)
of the Award to the Participant.
"Board": The Board of Directors of the Company.
"Cash Performance Award": A Performance Award payable in cash. The right of
the Company under Section 6.a.(3) to extinguish an Award in exchange for cash or
the exercise by the Company of such right shall not make an Award otherwise not
payable in cash a Cash Performance Award.
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"Code": The U.S. Internal Revenue Code of 1986 as from time to time amended
and in effect, or any successor statute as from time to time in effect.
"Committee": One or more committees of the Board which in the case of
Awards granted to officers of the Company shall be comprised solely of two or
more outside directors within the meaning of Section 162(m). Any Committee may
delegate ministerial tasks to such persons (including Employees) as it deems
appropriate.
"Company": SMTC Corporation.
"Covered Transaction": Any of (i) a consolidation or merger in which the
Company is not the surviving corporation or which results in the acquisition of
all or substantially all of the Company's then outstanding common stock by a
single person or entity or by a group of persons and/or entities acting in
concert, (ii) a sale or transfer of all or substantially all the Company's
assets, or (iii) a dissolution or liquidation of the Company.
"Deferred Stock": A promise to deliver Stock, Exchangeable Shares or other
securities in the future on specified terms.
"Employee": Any person who is employed by the Company or an Affiliate.
"Exchangeable Share": Non-voting exchangeable shares of SMTC Canada.
"ISO": A Stock Option intended to be an "incentive stock option" within the
meaning of Section 422 of the Code. No Stock Option Awarded under the Plan will
be an ISO unless the Administrator expressly provides for ISO treatment.
"Participant": An Employee, director or other person providing services to
the Company or its Affiliates who is granted an Award under the Plan.
"Performance Award": An Award subject to Performance Criteria. The
Committee in its discretion may grant Performance Awards that are intended to
qualify for the performance-based compensation exception under Section 162(m)
and Performance Awards that are not intended so to qualify.
"Performance Criteria": Specified criteria the satisfaction of which is a
condition for the exercisability, vesting or full enjoyment of an Award. For
purposes of Performance Awards that are intended to qualify for the performance-
based compensation exception under Section 162(m), a Performance Criterion shall
mean an objectively determinable measure of performance relating to any one or
more of the following (determined either on a consolidated basis or, as the
context permits, on a divisional, subsidiary, line of business, project or
geographical basis or in combinations thereof): (i) sales; revenues; assets;
expenses; earnings before or after deduction for all or any portion of interest,
taxes, depreciation, amortization or
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other items, whether or not on a continuing operations or an aggregate or per
share basis; return on equity, investment, capital or assets; one or more
operating ratios; borrowing levels, leverage ratios or credit rating; market
share; capital expenditures; cash flow; stock price; stockholder return; network
deployment; sales of particular products or services; customer acquisition,
expansion and retention; or any combination of the foregoing; or (ii)
acquisitions and divestitures (in whole or in part); joint ventures and
strategic alliances; spin-offs, split-ups and the like; reorganizations;
recapitalizations, restructurings, financings (issuance of debt or equity) and
refinancings; transactions that would constitute a change of control; or any
combination of the foregoing. A Performance Criterion measure and targets with
respect thereto determined by the Administrator need not be based upon an
increase, a positive or improved result or avoidance of loss.
"Plan": SMTC Corporation/SMTC Manufacturing Corporation of Canada 2000
Equity Incentive Plan as from time to time amended and in effect.
"Restricted Stock": An Award of Stock subject to restrictions requiring
that such Stock be redelivered to the Company if specified conditions are not
satisfied.
"Section 162(m)": Section 162(m) of the Code.
"SARs": Rights entitling the holder upon exercise to receive cash, Stock or
Exchangeable Shares, as the Administrator determines, equal to a function
(determined by the Administrator using such factors as it deems appropriate) of
the amount by which the Stock or Exchangeable Shares, as applicable, have
appreciated in value since the date of the Award.
"SMTC Canada": SMTC Manufacturing Corporation of Canada.
"SMTC Canada Board": The Board of Directors of SMTC Canada.
"Stock": Common Stock of the Company, par value $ .01 per share.
"Stock Options": Options entitling the recipient to acquire shares of Stock
or Exchangeable Shares, as applicable, upon payment of the exercise price.
"TSE": The Toronto Stock Exchange.
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"Unrestricted Stock": An Award of Stock not subject to any restrictions
under the Plan.
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