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EXHIBIT 10-B
VERITAS DGC INC.
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(AS AMENDED AND RESTATED MARCH 7, 2000)
1. PURPOSE OF THE PLAN.
The purpose of the Veritas DGC Inc. 1992 Non-Employee Director Stock
Option Plan ("Plan") is to attract the services of experienced and
knowledgeable non-employee Directors and provide an opportunity for
ownership by such non-employee Directors of the common stock, $.01 par
value ("Common Stock"), of Veritas DGC Inc., a Delaware corporation
("Company").
2. DEFINITIONS.
Capitalized terms used herein shall have the meanings set forth in
Schedule A.
3. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors of the Company or
any committee duly appointed thereby ("Board"). Subject to the terms of
the Plan, the Board shall have the power to interpret the provisions and
supervise the administration of the Plan. All decisions made by the Board
pursuant to the provisions of the Plan shall be made by a majority of its
members at a duly held regular or special meeting or by written consent in
lieu of any such meeting.
4. STOCK RESERVED FOR THE PLAN.
The maximum number of Shares of Common Stock which may at any time be
subject to outstanding Options issued under the Plan is 600,000, subject
to adjustment as provided under paragraph 17. The Company shall reserve
for issuance pursuant to the Plan such number of Shares of Common Stock as
may from time to time be subject to Options granted pursuant to the Plan.
Should any Option expire or be canceled prior to its exercise in full, the
Shares theretofore subject to such Option may again be made subject to an
Option under the Plan. If Common Stock is used by the Optionee to pay the
Option Price of an Option, only the net number of Shares of Common Stock
issued by the Company shall be considered utilized under the Plan. If
Shares of Common Stock are withheld by the Company to pay tax withholding
due from the Employee, the number of such Shares withheld shall not be
considered utilized under the Plan.
5. GRANT OF OPTIONS.
Each Director of the Company who is not otherwise an employee of the
Company or any of the Company's subsidiaries (as defined in Section 424(f)
of the Internal Revenue Code of 1986, as amended) (hereinafter referred to
as an "Eligible Director") and who is a
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member of the Board after December 31, 1996 (the "Effective Date") shall
be granted on each Date of Grant (as defined below) (provided that on such
Date of Grant such Eligible Director is a member of the Board) one Option
to purchase 5,000 Shares of Common Stock, subject to adjustment as
provided under paragraph 17 (the "Option"). The Option Price per Share of
Common Stock of the Option granted to an Eligible Director shall be the
Fair Market Value of the Common Stock on its date of grant.
For the purposes of this paragraph, "Date of Grant" means March 11, 1997,
and thereafter the date of the first regularly scheduled meeting of the
Board in each calendar year after the Effective Date on which an Eligible
Director is a member of the Board.
6. SPECIAL PROVISION FOR NEWLY-ELECTED DIRECTORS.
In the case of a Director who is initially elected or appointed to the
Board between Dates of Grant, the Board may in its discretion grant an
Option to such newly elected or appointed Director for a number of Shares
of Common Stock not to exceed 5,000; subject to adjustment as provided
under paragraph 17, provided that any such Option shall have an Option
Price at least equal to the Fair Market Value of the Common Stock on its
date of grant.
7. OPTION AGREEMENT.
Options granted under the Plan shall be evidenced by an Option Agreement,
in a form approved by the Board, which shall be subject to the terms and
conditions of the Plan. Any Option Agreement may contain such other terms,
provisions and conditions as may be determined by the Board.
8. TERM OF OPTIONS.
Except as otherwise set forth in an Option Agreement, Options granted will
be exercisable as to 25% of the Shares of Common Stock covered by such
Option at any time after the Date of Grant and as to an additional 25% on
each anniversary thereafter until the third anniversary of the Date of
Grant, following which the Option will be exercisable in full; provided,
however, that no Option shall be exercisable after the expiration of ten
years from the Date of Grant; and, provided further, that each Option
shall be subject to earlier termination, expiration or cancellation as
provided in the Plan or as may be set forth in an Option Agreement.
9. PROCEDURE FOR EXERCISE.
Shares of common stock purchased under Options shall at the time of
purchase be paid for in full. To the extent that the right to purchase
Shares has accrued hereunder, Options may be exercised from time to time
by written notice to the Company stating the full number of Shares with
respect to which the Option is being exercised, and the time of delivery
thereof, which shall be at least 15 days after the giving of such notice
unless an earlier date shall have been mutually agreed upon. Payment shall
be by cash or by
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certified or official bank check payable to the Company. Except as
otherwise provided by the Committee before the Option is exercised: (i)
all or a portion of the Option Price may be paid by the Director by
delivery of Shares of Common Stock owned by the Director and acceptable to
the Committee having an aggregate Fair Market Value (valued as of the date
of the exercise) that is equal to the amount of cash that would otherwise
be required; and (ii) the Director may pay the Option Price by authorizing
a third party to sell Shares of Common Stock (or a sufficient portion of
the Shares) acquired upon exercise of the Option and remit to the Company
a sufficient portion of the sale proceeds to pay the entire Option Price
and any tax withholding resulting from such exercise. The Option shall not
be exercisable if and to the extent the Company determines that such
exercise does not follow regulations of any securities exchange on which
the Common Stock is traded. If the Company makes such a determination
hereunder, the Company may rely on the opinion of counsel for the Company.
10. NON-ASSIGNABILITY OF OPTION RIGHTS.
No Option granted under the Plan shall be assignable or transferable
otherwise than by will or by the laws of descent and distribution. During
the lifetime of an Optionee, the Option shall be exercisable only by him.
11. EFFECT OF TERMINATION.
(a) In the event of the death or Disability of an Optionee, the Options
shall immediately become fully vested and exercisable as of the date
of such termination. Options shall be exercisable for the period
ending on the earlier of (1) one-year from the date of such
termination due to death or Disability, or (2) the expiration of
each Option granted.
(b) If an Optionee ceases to be a Director of the Company for any reason
other than death or Disability, the Options granted to him shall
immediately become fully vested and exercisable as of the date of
such termination. Options shall be exercisable for the period ending
on the earlier of (i) three years from the Optionee's cessation of
service as a Director, or (ii) expiration of each Option granted.
12. NO RIGHTS AS STOCKHOLDER.
No Optionee shall have any rights as a stockholder with respect to Shares
covered by an Option until the date of issuance of a stock certificate or
certificates for such Shares of Common Stock.
13. EXTRAORDINARY CORPORATE TRANSACTIONS.
New Options may be substituted for the Options granted under the Plan, or
the Company's duties as to Options outstanding under the Plan may be
assumed, by a corporation other than the Company, or by a Parent or
Subsidiary of the Company or
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such corporation, in connection with any merger, consolidation,
acquisition, separation, reorganization, liquidation or like occurrence in
which the Company is involved. Notwithstanding the foregoing or the
provisions of paragraph 14 hereof, in the event such corporation, or
Parent or Subsidiary of the Company or such corporation, does not
substitute new Options for, and substantially equivalent to, the Options
granted hereunder, or assume the Options granted hereunder, the Options
granted hereunder shall be canceled, immediately prior to the effective
date of such event, and, in full consideration of such cancellation, and
the Optionee to whom the Option was granted shall be paid an amount in
cash equal to the excess of (i) the value, as determined by the Board in
its absolute discretion, of the property (including cash) received by the
holder of a Share of Common Stock as a result of such event less (ii) the
Option Price of the Option.
14. CHANGE IN CONTROL.
Notwithstanding any contrary provision in the Plan, in the event of a
Change in Control (as defined below), all Options shall be 100% vested and
deemed earned in full as of the day immediately preceding the Change in
Control date unless otherwise expressly provided in the Optionee's Option
Agreement.
Notwithstanding any other provision of this Plan, unless expressly
provided otherwise in the Optionee's Option Agreement, the provisions of
this Section 14 may not be terminated, amended, or modified to adversely
affect any Option theretofore granted under the Plan without the prior
written consent of the Optionee with respect to his outstanding Option
subject, however, to the last paragraph of this Section 14.
For all purposes of the Plan, a "Change in Control" of the Company shall
mean:
(a) The acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of fifty percent (50%) or more
of the total voting power of all the Company's then outstanding
securities entitled to vote generally in the election of Directors
to the Board; provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change in Control: (i) any acquisition by the Company or its Parent
or Subsidiaries, (ii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or its
Parent or Subsidiaries, or (iii) any acquisition consummated with
the prior approval of the Board; or
(b) During the period of two consecutive calendar years, individuals who
at the beginning of such period constitute the Board, and any new
Directors whose election by the Board or nomination for election by
the Company's shareholders was approved by a vote of at least
two-thirds of the Directors then still in office, who either were
Directors at the beginning of the two-year period or whose
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election or nomination for election was previously so approved,
cease for any reason to constitute a majority of the Board; or
(c) The Company becomes a party to a merger, plan of reorganization,
consolidation or share exchange in which either (i) the Company will
not be the surviving corporation or (ii) the Company will be the
surviving corporation and any outstanding Shares of the Company's
common stock will be converted into shares of any other company
(other than a re-incorporation or the establishment of a holding
company involving no change of ownership of the Company) or other
securities, cash or other property (excluding payments made solely
for fractional Shares; or
(d) The shareholders of the Company approve a merger, plan of
reorganization, consolidation or share exchange with any other
corporation, and immediately following such merger, plan of
reorganization, consolidation or share exchange the holders of the
voting securities of the Company outstanding immediately prior
thereto hold securities representing fifty percent (50%) or less of
the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger,
plan of reorganization, consolidation or share exchange; provided,
however, that notwithstanding the foregoing, no Change in Control
shall be deemed to have occurred if one-half (1/2) or more of the
members of the Board of the Company or such surviving entity
immediately after such merger, plan of reorganization, consolidation
or share exchange is comprised of persons who served as Directors of
the Company immediately prior to such merger, plan of
reorganization, consolidation or share exchange or who are otherwise
designees of the Company; or
(e) Upon approval by the Company's shareholders of a complete
liquidation and dissolution of the Company or the sale or other
disposition of all or substantially all of the assets of the Company
other than to a Parent or Subsidiary; or
(f) Any other event that a majority of the Board, in its sole
discretion, shall determine constitutes a Change in Control.
Notwithstanding the occurrence of any of the foregoing events of this
Section 14 which would otherwise result in a Change in Control, the Board
may determine in its complete discretion, if it deems it to be in the best
interest of the Company, that an event or events otherwise constituting a
Change in Control shall not be considered a Change in Control. Such
determination shall be effective only if it is made by the Board prior to
the occurrence of an event that otherwise would be a Change in Control, or
after such event if made by the Board a majority of which is composed of
Directors who were members of the Board immediately prior to the event
that otherwise would be a Change in Control.
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15. INVESTMENT REPRESENTATION.
Each Option Agreement shall contain an agreement that, upon demand by the
Board for such a representation, the Optionee (or any person acting under
paragraph 10) shall deliver to the Company at the time of any exercise of
an Option a written representation that the Shares to be acquired upon
such exercise are to be acquired for investment and not for resale or with
a view to the distribution thereof or such other representation as the
Board deems advisable. Upon such demand, delivery of such representation,
prior to the delivery of any Shares issued upon exercise of an Option and
prior to the expiration of the Option period, shall be a condition
precedent to the right of the Optionee or such other person to purchase
any Shares.
16. AMENDMENTS OR TERMINATION.
The Board may amend, alter or discontinue the Plan; provided, however,
that, without the approval of the Company's stockholders, no amendment
shall (i) increase the number of Shares subject to the Plan; (ii) modify
the requirements as to eligibility for participation in the Plan; or (iii)
modify the number or time at which Options may be granted.
17. CHANGES IN COMPANY'S CAPITAL STRUCTURE.
The existence of outstanding Options shall not affect in any way the right
or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of Common Stock or any
bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of
its assets or business, or any reorganization or other corporate act or
proceeding, whether of a similar character or otherwise; provided,
however, that if the outstanding Shares of Common Stock of the Company
shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of Shares, or recapitalization, the
number and kind of shares then subject to any outstanding Option shall be
appropriately and equitably adjusted so as to maintain the proportionate
number of Shares without changing the aggregate Option Price of any
outstanding Option.
18. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan, the grant and exercise of Options thereunder, and the obligation
of the Company to sell and deliver Shares under such Options, shall be
subject to all applicable federal and state laws, rules and regulations
and to such approvals by any governmental or regulatory agency or national
securities exchange as may be required. The Company shall not be required
to issue or deliver any certificates for Shares of Common Stock prior to
the completion of any registration or qualification of such Shares under
any federal or state law, or any ruling or regulation of any government
body or national
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securities exchange which the Company shall, in its sole discretion,
determine to be necessary or advisable.
19. EFFECTIVE DATE AND TERM OF THE PLAN.
The Plan was adopted by the Board on October 29, 1992, and approved by the
stockholders of the Company at the annual meeting on December 17, 1992,
and amended and restated by the Board on February 17, 1997, December 9,
1998 and on March 7, 2000.
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