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EXHIBIT 10.2
SYBRON DENTAL SPECIALTIES, INC.
2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN
I. INTRODUCTION
1.01 PURPOSE. This plan shall be known as the Sybron Dental
Specialties, Inc. 2000 Outside Directors' Stock Option Plan (the "Plan"). The
purpose of the Plan is to provide an incentive for Outside Directors of Sybron
Dental Specialties, Inc. to improve corporate performance on a long-term basis.
It is intended that the Plan and its operation comply with the provisions of
Rule 16b-3 under the Securities Exchange Act of 1934 (or any successor rule). If
any provision of the Plan or any grant hereunder would disqualify the Plan or
such grant under, or would not comply with, Rule 16b-3 (or any successor rule),
such provision or grant shall be construed or deemed amended to conform to Rule
16b-3.
1.02 EFFECTIVE DATE. The Plan shall be effective as of _______________,
2000.
II. PLAN DEFINITIONS
2.01 DEFINITIONS. For Plan purposes, except where the context clearly
indicates otherwise, the following terms shall have the meanings set forth
below:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Committee" shall have the meaning ascribed to such term
in Section 4.01 hereof.
(c) "Company" shall mean Sybron Dental Specialties, Inc., a
Delaware corporation, or any successor thereto as provided in Section
6.07 hereof.
(d) "Company Stock" shall mean the Company's Common Stock, par
value $.01 per share, and such other stock and securities as may be
substituted therefor pursuant to Section 3.02 hereof.
(e) "Director" shall mean any individual who is a member of
the Board.
(f) "Fair Market Value" means the average of the highest and
lowest quoted selling prices for the Company Stock on the relevant
date, or (if there were no sales on such date) the average of the means
between the highest and lowest quoted selling prices on the nearest day
before and the nearest day after the relevant date, as reported in The
Wall Street Journal or a similar publication selected by the Committee.
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(g) "Grantee" shall mean any person who has been granted an
option under the Plan.
(h) "Outside Director" shall mean a Director who is not also
an active full-time employee of the Company or a corporation in which
the Company owns, directly or indirectly, a voting stock interest of
more than fifty percent (50%).
III. SHARES SUBJECT TO OPTION
3.01 AVAILABLE SHARES. The total number of shares of Company Stock that
may be issued under the Plan shall not exceed Three Hundred Thousand
(300,000) shares. Shares subject to and not issued under an option which
expires, terminates, or is canceled for any reason under the Plan shall again
become available for granting of options.
3.02 CHANGES IN COMMON STOCK. If any stock dividend is declared upon
the Company Stock, or if there is any stock split, stock distribution, or other
recapitalization of the Company with respect to the Company Stock, resulting in
a split or combination or exchange of shares, the aggregate number and kind of
shares which may thereafter be granted under the Plan shall be proportionately
and appropriately adjusted and the number and kind of shares then subject to
options under the Plan and the per share option price therefor shall be
proportionately and appropriately adjusted, without any change in the aggregate
purchase prices to be paid therefor.
IV. ADMINISTRATION
4.01 ADMINISTRATION BY THE COMMITTEE. The Plan shall be administered by
the Compensation Committee (the "Committee") of the Board (or any successor
committee) which shall have the power, subject to and within the limits of the
express provisions of the Plan, to exercise such powers and to perform such acts
as are deemed necessary or expedient to promote the best interests of the
Company with respect to the Plan.
V. STOCK OPTIONS
5.01 OPTION AGREEMENTS. Each option granted under the Plan shall be
evidenced by a stock option agreement between the Company and the Grantee which
shall contain the terms and conditions required by this Article V, and such
other terms and conditions, not inconsistent herewith, as the Committee may deem
appropriate in each case. The holder of an option shall not have any rights as a
shareholder with respect to the shares covered by an option until such shares
have been delivered to him or her.
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5.02 OPTION GRANT SIZE AND GRANT DATE.
(a) AUTOMATIC GRANTS. Upon the first meeting of the Board
following the Company's 2001, 2002, 2003, 2004 and 2005 annual meetings
of shareholders, each person then serving the Company as an Outside
Director shall automatically be granted a nonqualified stock option to
purchase Ten Thousand (10,000) shares, subject to adjustment under
Section 3.02 hereof.
(b) SPECIAL RULE. If at any time there are not sufficient
available shares under the Plan to grant each Outside Director an
option to purchase the number of shares provided above, each Outside
Director shall receive an option to purchase an equal number of the
remaining available shares, determined by dividing the remaining
available shares by the number of Outside Directors.
5.03 EXERCISE PRICE. The price at which each share of Company Stock
covered by an option may be purchased shall be one hundred percent (100%) of the
Fair Market Value of the Company Stock on the date the option is granted.
5.04 PERIOD FOR EXERCISE OF OPTIONS. Each stock option granted under
this Plan shall be exercisable immediately upon grant. All rights to exercise an
option shall terminate upon the earlier of (a) ten (10) years from the date the
option is granted, or (b) two (2) years from the date the Grantee ceases to be a
Director.
5.05 METHOD OF EXERCISE. Subject to Section 5.04, each option may be
exercised in whole or in part from time to time as specified in the stock option
agreement. Each Grantee may exercise an option by giving written notice of the
exercise to the Company, specifying the number of shares to be purchased,
accompanied by payment in full of the exercise price therefor. The exercise
price may be paid in cash, by check, or by delivering shares of Company Stock
which have been beneficially owned by the Grantee, the Grantee's spouse, or both
of them for a period of at least six months prior to the time of exercise
("Delivered Stock") or a combination of cash and Delivered Stock. Delivered
Stock shall be valued at its Fair Market Value determined as of the date of
exercise of the option. No Grantee shall be under any obligation to exercise any
option hereunder.
VI. GENERAL
6.01 NONTRANSFERABILITY. No option granted under the Plan shall be
transferable or assignable except by last will and testament or the laws of
descent and distribution; provided, however, that the Committee may, in its
discretion, grant stock options that are transferable to family members of the
Grantee or to trusts or partnerships for such family members. The Committee may
also amend outstanding stock options to provide for such transferability. In the
event of the Grantee's death, the Grantee's beneficiary designated pursuant to
Section 6.08
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hereof or, in the absence of any such designation, the personal representative
of the Grantee's estate or the person or persons to whom the option is
transferred by will or the laws of descent and distribution may exercise the
option in accordance with its terms.
6.02 GENERAL RESTRICTION. 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 securities upon any
securities exchange or under any state or federal law, or the consent or
approval of any government 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 securities thereunder, such option may not be 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.
6.03 EXPIRATION AND TERMINATION OF THE PLAN. Options may be granted
under the Plan at any time and from time to time, prior to September 30, 2005,
the date on which the Plan will expire, except as to options then outstanding
under the Plan, which shall remain in effect until they have been exercised or
have expired. The Plan may be abandoned or terminated at any time by the Board
except with respect to any options then outstanding under the Plan.
6.04 AMENDMENT, MODIFICATION AND TERMINATION. With approval of the
Board, at any time and from time to time, the Committee may terminate, amend, or
modify the Plan. However, no such amendment, modification, or termination of the
Plan may be made without the approval of the shareholders of the Company, if
such approval is required by the Internal Revenue Code of 1986, as amended, by
the insider trading rules of Section 16 of the Securities Exchange Act of 1934,
by any national securities exchange or system on which the Company Stock is then
listed or reported, or by a regulatory body having jurisdiction with respect
thereto. No termination, amendment, or modification of the Plan shall in any
material manner adversely affect any option previously granted under the Plan,
without the written consent of the Grantee holding such option.
6.05 WITHHOLDING TAXES. The Company shall have the power and the right
to deduct or withhold, or require a Grantee to remit to the Company, an amount
sufficient to satisfy any federal, state and local taxes required by law to be
withheld with respect to any grant, exercise, or payment made under or as a
result of the Plan. With respect to tax withholding which may be required upon
the exercise of options, Grantees may elect, subject to the approval of the
Committee, to satisfy such withholding requirement, in whole or in part, by
having the Company withhold shares of Company Stock having a Fair Market Value
on the date the tax is to be determined, equal to the minimum marginal total tax
which could be imposed on the transaction. All elections shall be irrevocable,
made in writing, and signed by the Grantee.
6.06 CONSTRUCTION. Except as otherwise required by applicable federal
laws, the Plan shall be governed by, and construed in accordance with, the laws
of the state of the Company's incorporation.
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6.07 SUCCESSORS. All obligations of the Company under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.
6.08 BENEFICIARY DESIGNATION. Each Grantee may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently or successively)
who shall be entitled to exercise his or her options in accordance with their
terms in the event of his or her death before he or she exercises all of his or
her outstanding options. Each such designation shall revoke all prior
designations by the same Grantee, shall be in a form prescribed by the Company,
and will be effective only when filed by the Grantee in writing with the Human
Resource Department of the Company during the Grantee's lifetime.
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