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EXHIBIT 10.20
INTELLON CORPORATION
2000 DIRECTORS' STOCK INCENTIVE PLAN
Intellon Corporation, a Florida corporation, hereby
establishes the Intellon Corporation 2000 Directors' Stock Incentive Plan (the
"Plan") as follows:
1. PURPOSE
The purpose of the Plan is to enable Intellon Corporation (the
"Company") to attract and retain outside directors and provide them with an
incentive to maintain and enhance the Company's long-term performance record. It
is intended that this purpose will best be achieved by granting eligible
directors non-qualified stock options ("options") under this Plan pursuant to
the rules set forth in Section 83 of the Internal Revenue Code, as amended from
time to time.
2. ADMINISTRATION
The Plan shall be administered by the Company's Board of
Directors (the "Board"). Subject to the provisions of the Plan, the Board shall
possess the authority, in its discretion, (a) to prescribe the form of the stock
option agreements, including any appropriate terms and conditions applicable to
the options, and to make any amendments to such agreements or options; (b) to
interpret the Plan; (c) to make and amend rules and regulations relating to the
Plan; and (d) to make all other determinations necessary or advisable for the
administration of the Plan. The Board's determinations shall be conclusive and
binding. No member of the Board shall be liable for any action taken or decision
made in good faith relating to the Plan or any option granted hereunder.
3. ELIGIBLE DIRECTORS
Members of the Board of Directors of the Company who are not
also employees of the Company are eligible to participate in this Plan.
4. SHARES AVAILABLE
The total number of shares of the Company's Common Stock (par
value of $.01 per share) available in the aggregate for awards under the Plan at
any time is equal to the number of shares available for the grant of options
under the Company's 1997 Director Stock Option Plan on the closing date of the
Company's initial public offering of its Common Stock (subject to substitution
or adjustment as provided in Section 8 hereof). Such shares may be authorized
and unissued shares. If an option expires, terminates or is cancelled without
being exercised, new options may thereafter be granted covering such shares. No
options may be granted more than ten years after the effective date of the Plan.
5. TERMS AND CONDITIONS OF OPTIONS
Each option granted under the Plan shall be evidenced by an
option agreement in such form as the Board shall approve from time to time,
which agreement shall conform with this Plan and contain the following terms and
conditions:
(a) Number of Shares. As soon as administratively practicable
following the date of each annual meeting of shareholders
commencing with the annual meeting to
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take place in 2001, each newly-elected or continuing eligible
director of the Company shall receive an option to purchase
10,000 shares of the Company's Common Stock. An eligible
director of the Company who begins Board service on a date
other than the date of an annual meeting of shareholders shall
receive a pro rata grant to cover the partial year remaining
to the date of the next annual meeting of shareholders. The
number of shares subject to such option shall be multiplied by
a fraction (not to exceed 1.0), the numerator of which is the
number of full or partial months in the period commencing on
the first day of the month following the new Board member's
appointment and ending on the next annual meeting of
shareholders and the denominator of which is twelve. Any
fractional share shall be rounded up to the next highest whole
number of shares.
(b) Exercise Price. The exercise price of each option shall
equal the fair market value of the Common Stock at the time
such option is granted.
(c) Duration of Option. Each option by its terms shall not be
exercisable after the expiration of ten years from the date
such option is granted.
(d) Options Nontransferable. Each option by its terms shall
not be transferable by the participant otherwise than by will
or the laws of descent and distribution, and shall be
exercisable, during the participant's lifetime, only by the
participant, the participant's guardian or the participant's
legal representative.
(e) Exercise Terms. Each option granted under the Plan shall
become exercisable pursuant to the following vesting schedule:
twenty-five percent (25%) of the number of shares subject to
the option grant shall vest on the first anniversary of the
date of option grant, and another twenty-five percent (25%) of
the number of shares subject to the option grant shall vest on
each of the second, third and fourth anniversaries of the date
of option grant. Options may be partially exercised from time
to time during the period extending from the time they first
become exercisable until the tenth anniversary of the date of
grant.
(f) Payment of Exercise Price. An option shall be exercised
upon written notice to the Company accompanied by payment in
full for the shares being acquired. The payment shall be made
in cash, by check or, if the option agreement so permits, by
delivery of shares of Common Stock of the Company registered
in the name of the participant, duly assigned to the Company
with the assignment guaranteed by a bank, trust company or
member firm of the New York Stock Exchange, or by a
combination of the foregoing. Any such shares so delivered
shall be deemed to have a value per share equal to the fair
market value of the shares on such date. For this purpose,
fair market value shall equal the closing price of the
Company's Common Stock on the listing exchange or the other
principal trading medium for the Company's Common Stock on the
date the option is exercised, or, if there was no trading in
such stock on the date of such exercise, the closing price on
the last preceding day on which there was such trading.
6. GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES
The Company shall not be required to deliver any certificate
upon the grant of any option, the exercise of an option or the satisfaction of
any condition with respect to any option until it has been furnished with such
opinion, representation or other document as it may reasonably deem necessary to
insure compliance with any law or regulation of the Securities and Exchange
Commission or any other governmental authority having jurisdiction under this
Plan.
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Certificates delivered upon such grant, exercise or satisfaction of any
condition may bear a legend restricting transfer absent such compliance. Each
option shall be subject to the requirement that, if at any time the Board shall
determine, in its discretion, that the listing, registration or qualification of
the shares subject to such option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
granting of such option or the issue or purchase of shares thereunder, such
option may not be granted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors in the
exercise of its reasonable judgment.
7. TERMINATION OF MEMBERSHIP ON THE BOARD
If a director dies, either before or after termination as a
director, resigns from the Board as a result of a conflict of interest or is
removed from the Board for cause, any option may be exercised by the director or
by the director's personal representative, as the case may be, at any time prior
to the earlier of the expiration date of the option or the first anniversary of
the director's date of death, resignation or removal but only if, and to the
extent that, the director was entitled to exercise the option at the date of
death, resignation or removal. If a director's membership as a director
terminates for any reason other than death, resignation due to a conflict or
removal for cause, option rights shall continue to vest in accordance with the
terms of the option agreement without regard to the termination of membership as
a director and may be exercised by the director pursuant to the terms of that
agreement.
8. ADJUSTMENT OF SHARES
In the event of any change in the Common Stock of the Company
by reason of any stock dividend, stock split, recapitalization, reorganization,
merger, consolidation, split-up, combination, or exchange of shares, or of any
similar change affecting the Common Stock, the number and kind of shares
authorized under Section 4, the number and kind of shares which thereafter are
subject to an option under the Plan (including the amount of shares which are
the subject of option grants under section 5(a) of the Plan), and the number and
kind of shares set forth in options under outstanding agreements and the price
per share thereunder shall be adjusted automatically consistent with such change
to prevent substantial dilution or enlargement of the rights granted to, or
available for, participants in the Plan.
9. NO RIGHTS TO CONTINUED SERVICE AS A DIRECTOR
The Plan and any options granted under the Plan shall not
confer upon any director any right with respect to continuance as a director of
the Company, nor shall they interfere in any way with any right the Company may
have to terminate the director's position as a director at any time.
10. RIGHTS AS A SHAREOWNER
The recipient of any option under the Plan shall have no
rights as a shareowner with respect thereto unless and until certificates for
shares of Common Stock are issued to the recipient.
11. AMENDMENT AND DISCONTINUANCE
This Plan may be amended, modified or terminated by the
shareholders of the Company or by the Company's Board of Directors, provided
that Plan provisions relating to the amount, price and timing of options may not
be amended more than once every six months other than to comport with changes in
the Internal Revenue Code or the regulations thereunder and provided further
that the Board may not, without approval of the shareholders, materially
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increase the benefits accruing to participants under the Plan, increase the
maximum number of shares as to which options may be granted under the Plan,
change the minimum exercise price, change the class of eligible persons, extend
the period for which options may be granted or exercised, or withdraw the
authority to administer the Plan from the Board or a Committee of the Board.
Notwithstanding the foregoing, to the extent permitted by law, the Board may
amend the Plan without the approval of shareholders, to the extent it deems
necessary to cause the Plan to comply with Securities and Exchange Commission
Rule 16b-3 or any successor rule, as it may be amended from time to time. Except
as required by law, no amendment, modification, or termination of the Plan may,
without the written consent of a director to whom any option shall theretofore
have been granted, adversely affect the rights of such director under such
option.
12. CHANGE IN CONTROL
(a) Notwithstanding other provisions of the Plan, in the event
of a change in control of the Company (as defined in subsection (c) below), all
of a participant's options shall become immediately vested and exercisable
unless directed otherwise by a resolution of the Board adopted prior to and
specifically relating to the occurrence of such change in control.
(b) In the event of a change in control each participant
holding an exercisable option shall have the right at any time thereafter during
the term of such option to exercise the option in full notwithstanding any
limitation or restriction in any option agreement or in the Plan; provided, that
in the event of a change in control by merger, the exercise price and number of
shares of the acquiring corporation issuable upon exercise shall be divided and
multiplied, respectively, by the exchange ratio in effect in order to determine
the number and type of securities to be acquired upon option exercise.
(c) For purposes of this section "change in control" means:
1) there shall be consummated
i. any consolidation or merger of the Company in which
the Company is not the continuing or surviving
corporation or pursuant to which any shares of the
Company's common stock are to be converted into cash,
securities or other property, provided that the
consolidation or merger is not with a corporation
which was a wholly-owned subsidiary of the Company
immediately before the consolidation or merger and
provided that the shareholders of the Cormpany
immediately prior to the consolidation or merger do
not own 50% or more of the outstanding common stock
of the surviving corporation immediately after the
consolidation or merger; or
ii. any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of
all, or substantially all, of the assets of the
Company (other than to one or more directly or
indirectly wholly-owned subsidiaries of the Company);
or
2) the shareholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company; or
3) any person (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), shall become the beneficial owner (within the meaning
of Rule 13d-3 under the Exchange Act), directly or indirectly, of 50%
or more of the Company's then outstanding common stock, provided that
such person shall not be a wholly-owned subsidiary of the Company
immediately before it becomes such 50% beneficial owner; or
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4) individuals who constitute the Board on the effective
date of the Plan (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person
becoming a director subsequent to the effective date of the Plan whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least three quarters of the directors
comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is
named as a nominee for director, without objection to such nomination)
shall be, for purposes of this clause (4), considered as though such
person were, and shall be deemed to be, a member of the Incumbent
Board.
13. EFFECTIVE DATE
The effective date of the Plan is the later of (i) the first
business day following the closing of the Company's initial public offering of
shares of the Company's Common Stock, or (ii) the date of approval by the
holders of a majority of the votes entitled to be cast on the approval of the
Plan by the holders of the outstanding voting shares of the Company, as noted
below.
14. DEFINITIONS
Any terms or provisions used herein which are defined in
Section 83 of the Internal Revenue Code as amended, or the regulations
thereunder or corresponding provisions of subsequent laws and regulations in
effect at the time options are made hereunder, shall have the meanings as
therein defined.
15. GOVERNING LAW
To the extent not inconsistent with the provisions of the
Internal Revenue Code that relate to non-qualified stock options, this Plan and
any agreement adopted pursuant to it shall be construed under the laws of the
State of Florida.
Dated: October __, 2000 INTELLON CORPORATION
By: /s/ Horst Sandfort
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Title: President and Chief Executive Officer
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Date of Shareholder Approval: October __ 2000
