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LOGIMETRICS, INC.
AMENDED AND RESTATED 1997 STOCK COMPENSATION PROGRAM
A. Purposes. This LogiMetrics, Inc. 1997 Stock Compensation Program
(the "Program") is intended to promote the interests of LogiMetrics, Inc. (the
"Company"), its direct and indirect present and future subsidiaries (the
"Subsidiaries"), and its stockholders, by providing eligible persons with the
opportunity to acquire a proprietary interest, or to increase their proprietary
interest, in the Company as an incentive to remain in the service of the
Company.
B. Elements of the Program. In order to maintain flexibility in the
award of benefits, the Program is comprised of six parts -- the Incentive Stock
Option Plan ("Incentive Plan"), the Supplemental Stock Option Plan
("Supplemental Plan"), the Stock Appreciation Rights Plan ("SAR Plan"), the
Performance Share Plan ("Performance Share Plan"), the Stock Bonus Plan ("Stock
Bonus Plan") and the Independent Director Plan (the "Independent Director
Plan"). Copies of the Incentive Plan, Supplemental Plan, SAR Plan, Performance
Share Plan, Stock Bonus Plan and Independent Director Plan are attached hereto
as Parts I, II, III, IV, V, and VI, respectively, and are collectively referred
to herein as the "Plans." The grant of an option, stock appreciation right,
performance share, or stock bonus under one of the Plans shall not be construed
to prohibit the grant of an option, stock appreciation right, performance share,
or stock bonus under any of the other Plans.
C. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Program set forth below under the heading "General Provisions of Stock
Compensation Program."
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GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM
Article 1. Administration. The Program shall be administered by the
Board of Directors of the Company (the "Board of Directors") or any duly created
committee appointed by the Board of Directors and charged with administration of
the Program. The Board of Directors, or any duly appointed committee, when
acting to administer the Program, is referred to as the "Program Administrator."
Any action of the Program Administrator shall be taken by majority vote at a
meeting or by unanimous written consent of all members without a meeting. No
Program Administrator or member of the Board of Directors shall be liable for
any action or determination made in good faith with respect to the Program or
with respect to any option, stock appreciation right, performance share, or
stock bonus granted thereunder. Notwithstanding any other provision of the
Program, administration of the Independent Director Plan, set forth as Part VI
of this Program, shall be self-executing in accordance with the terms of the
Independent Director Plan, and no Program Administrator shall exercise any
discretionary functions with respect to option grants made under such
Independent Director Plan.
Article 2. Authority of Program Administrator. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrator shall have the authority: (a) to construe and interpret
the Program; (b) to define the terms used herein; (c) to prescribe, amend, and
rescind rules and regulations relating to the Program; (d) to determine to whom
options, stock appreciation rights, performance shares, and stock bonuses shall
be granted under the Program; (e) to determine the time or times at which
options, stock appreciation rights, performance shares, or stock bonuses shall
be granted under the Program; (f) to determine the number of shares subject to
any discretionary option or stock appreciation right under the Program and the
number of shares to be awarded as performance shares or stock bonuses under the
Program, as well as the option price and the duration of each option, stock
appreciation right, performance share and stock bonus, and any other terms and
conditions of options, stock appreciation rights, performance shares, and stock
bonuses; and (g) to make any other determinations necessary or advisable for the
administration of the Program and to do everything necessary or appropriate to
administer the Program. All decisions, determinations and interpretations made
by the Program Administrator shall be binding and conclusive on all participants
in the Program and on their legal representatives, heirs, and beneficiaries.
Article 3. Maximum Number of Shares Subject to the Program. The maximum
aggregate number of shares of the Company's Common Stock, par value $.01 per
share ("Common Stock"), available pursuant to the Program, subject to adjustment
as provided in Article 6 hereof, shall be 7,500,000 shares of Common Stock. Up
to 7,350,000 of such shares may be issued under any Plan that is part of the
Program other than the Independent Director Plan. Up to 150,000 shares may be
issued under the Independent Director Plan. If any of the options or stock
appreciation rights granted under the Program expire or terminate for any reason
before they have been exercised in full, the unissued shares subject to those
expired or terminated options and/or stock appreciation rights shall again be
available for the purposes of the Program. If the performance objectives
associated with the grant of any performance shares are not achieved within the
specified performance objective period, or if the performance share grant
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terminates for any reason before the performance objective date arrives, the
shares of Common Stock associated with such performance shares shall again be
available for the purposes of the Program. If any stock provided to a recipient
as a stock bonus is forfeited, the shares of Common Stock so forfeited shall
again be available for purposes of the Program. Any shares of Common Stock
delivered pursuant to the Program may consist, in whole or in part, of newly
issued shares or treasury shares.
Article 4. Eligibility and Participation. All employees of the Company
and the Subsidiaries, whether or not officers or directors of the Company or the
Subsidiaries, all consultants of the Company and the Subsidiaries, whether or
not directors of the Company or the Subsidiaries, and all non-employee directors
of the Company shall be eligible to participate in the Program; provided,
however, that (i) only employees of the Company or the Subsidiaries may
participate in the Incentive Plan, and (ii) only Independent Directors (as
defined in the Independent Director Plan) may participate in the Independent
Director Plan. The term "employee" shall include any person who has agreed to
become an employee and the term "consultant" shall include any person who has
agreed to become a consultant.
Article 5. Effective Date and Term of Program. The Program shall become
effective upon its adoption by the Board of Directors and the stockholders of
the Company; provided, however, that awards may be granted under the Program
prior to obtaining stockholder approval of the Program so long as such awards
are contingent upon such stockholder approval being obtained and may not be
exercised prior to such approval. The Program shall continue in effect for a
term of ten years from the date the Program is adopted by the Board of Directors
unless sooner terminated by the Board of Directors.
Article 6. Adjustments. Subject to the provisions of Articles 18 and
19, in the event that the outstanding shares of Common Stock of the Company are
hereafter increased, decreased, changed into, or exchanged for a different
number or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made by the Program
Administrator in the maximum number and kind of shares as to which options,
stock appreciation rights, and performance shares may be granted under the
Program. A corresponding adjustment changing the number or kind of shares
allocated to unexercised options, stock appreciation rights, performance shares
and stock bonuses or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in outstanding
options and stock appreciation rights shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the option or
stock appreciation right but with a corresponding adjustment in the price for
each share or other unit of any security covered by the option or stock
appreciation right. In making any adjustment pursuant to this Article 6, any
fractional shares shall be disregarded.
Article 7. Termination and Amendment of Program. No options, stock
appreciation rights, performance shares or stock bonuses shall be granted under
the Program after the termination of the Program. The Program Administrator may
at any time amend or revise the terms of the Program or of any outstanding
option, stock appreciation right, performance share or stock bonus issued under
the Program, provided, however, that any stockholder approval
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necessary or desirable in order to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, or with Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") or other applicable law or regulation
shall be obtained prior to the effectiveness of any such amendment or revision.
No amendment, suspension or termination of the Program or of any outstanding
option, stock appreciation right, performance share or stock bonus shall,
without the consent of the person who has received an option, stock appreciation
right, performance share or stock bonus, impair any of that person's rights or
obligations under any option, stock appreciation right, performance share or
stock bonus granted under the Program prior to such amendment, suspension or
termination without that person's written consent.
Article 8. Privileges of Stock Ownership. Notwithstanding the exercise
of any options granted pursuant to the terms of the Program or the achievement
of any performance objective specified in any performance share granted pursuant
to the terms of the Program, no person shall have any of the rights or
privileges of a stockholder of the Company in respect of any shares of stock
issuable upon the exercise of his or her option or achievement of his or her
performance objective until certificates representing the shares have been
issued and delivered. No adjustment shall be made for dividends or any other
distributions for which the record date is prior to the date on which any stock
certificate is issued pursuant to the Program.
Article 9. Reservation of Shares of Common Stock. The Company, during
the term of the Program, will at all times reserve and keep available such
number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Program.
Article 10. Tax Withholding. The exercise of any option, stock
appreciation right or performance share, and the grant of any stock bonus under
the Program, are subject to the condition that, if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in any connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then, in such event, the exercise of the
option, stock appreciation right or performance share or the grant of such stock
bonus or the elimination of the risk of forfeiture relating thereto shall not be
effective unless such withholding tax or other withholding liabilities shall
have been satisfied in a manner acceptable to the Company.
Article 11. Employment; Service as Director or Consultant. Nothing in
the Program gives to any person any right to continued employment by or service
as a director of or consultant to the Company or the Subsidiaries or limits in
any way the right of the Company, the Subsidiaries or the Company's stockholders
at any time to terminate or alter the terms of that employment or service.
Article 12. Investment Letter; Restrictions or Obligation of the
Company to Issue Securities; Restrictive Legend. Any person acquiring Common
Stock or other securities of the Company pursuant to the Program, as a condition
precedent to receiving the shares of Common Stock or other securities, may be
required by the Program Administrator to submit a letter to the Company stating
that the shares of Common Stock or other securities are being acquired for
investment and not with a view to the distribution thereof. The Company shall
not be obligated to sell or issue any shares of Common Stock or other securities
pursuant to the
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Program unless, on the date of sale and issuance thereof, the shares of Common
Stock or other securities are either registered under the Securities Act of
1933, as amended, and all applicable state securities laws, or exempt from
registration thereunder. All shares of Common Stock and other securities issued
pursuant to the Program shall bear a restrictive legend summarizing the
restrictions on transferability applicable thereto, including those imposed by
federal and state securities laws.
Article 13. Covenant Against Competition. The Program Administrator
shall have the right to condition the award to an employee of any option, stock
appreciation right, performance share, or stock bonus under the Program upon the
recipient's execution and delivery to the Company of an agreement not to compete
with the Company during the recipient's employment and for such period
thereafter as shall be determined by the Program Administrator. Such covenant
against competition shall be in a form satisfactory to the Program
Administrator.
Article 14. Rights Upon Termination. If a recipient of an award under
the Program ceases to be a director of the Company or to be employed by or to
provide consulting services to the Company or any Subsidiary (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option
in a transaction to which Section 424(a) of the Code applies), as the case may
be, for any reason other than death or disability, then, unless any other
provision of the Program provides for earlier termination:
(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) shall terminate immediately in the
event the recipient's service or employment is terminated for cause and
in all other circumstances may be exercised, to the extent exercisable
on the date of termination, until (i) three months after the date of
termination in the case of grants under the Independent Director Plan,
and (ii) 30 days after the date of termination in all other cases;
provided, however, that the Program Administrator may, in its
discretion, allow such options or stock appreciation rights (other than
Naked Rights) to be exercised (to the extent exercisable on the date of
termination) at any time within three months after the date of
termination;
(b) subject to Section 5(b) of the SAR Plan, all Naked Rights
not payable on the date of termination of employment shall terminate
immediately;
(c) all performance share awards shall terminate immediately
unless the performance objectives have been achieved and the
performance objective period has expired; and
(d) all stock bonuses which are subject to forfeiture shall be
forfeited as of the date of termination.
Article 15. Rights Upon Disability. If a recipient becomes disabled,
within the meaning of Section 22(e)(3) of the Code, while serving as a director
of the Company or while employed by or rendering consulting services to the
Company or any Subsidiary (or a corporation or a parent or subsidiary of such
corporation issuing or assuming a stock option in a
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transaction to which Section 424(a) of the Code applies), as the case may be,
then, unless any other provision of the Program provides for earlier
termination:
(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) may be exercised, to the extent
exercisable on the date of termination, at any time within one year
after the date of termination due to disability;
(b) all Naked Rights shall be fully paid by the Company as of
the date of disability;
(c) all performance share awards for which all performance
objectives have been achieved (other than continued employment or
service on the Vesting Date) shall be paid in full by the Company; all
other performance shares shall terminate immediately; and
(d) all stock bonuses which are subject to forfeiture shall be
forfeited as of the date of disability.
Article 16. Rights Upon Death of Recipient. If a recipient dies while
serving as a director of the Company or while employed by or rendering
consulting services to the Company or any Subsidiary (or a corporation or a
parent or subsidiary of such corporation issuing or assuming a stock option in a
transaction to which Section 424(a) of the Code applies), as the case may be,
then, unless any other provision of the Program provides for earlier
termination:
(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) may be exercised by the person or
persons to whom the recipient's rights shall pass by will or by the
laws of descent and distribution, to the extent exercisable on the date
of death, at any time within one year after the date of death, unless
any other provision of the Program provides for earlier termination;
(b) all Naked Rights shall be fully paid by the Company as of
the date of death;
(c) all performance share awards for which all performance
objectives have been achieved (other than continued employment or
service on the Vesting Date) shall be paid in full by the Company; all
other performance share awards shall terminate immediately; and
(d) all stock bonuses which are subject to forfeiture shall be
forfeited as of the date of death.
Article 17. Transferability. Options and stock appreciation rights
granted under the Program may not be sold, pledged, assigned or transferred in
any manner by the recipient otherwise than by will or by the laws of descent and
distribution and shall be exercisable (a) during the recipient's lifetime only
by the recipient and (b) after the recipient's
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death only by the recipient's executor, administrator or personal
representative, provided, however that (i) the Program Administrator may permit
the recipient of a non-incentive stock option under the Supplemental Plan to
transfer the option to a family member or a trust created for the benefit of
family members and (ii) recipients of options under the Independent Director
Plan may transfer such options to a family member or a trust created for the
benefit of family members. In the case of such a transfer, the transferee's
rights and obligations with respect to the option shall be determined by
reference to the recipient and the recipient's rights and obligations with
respect to the option had no transfer been made. The recipient shall remain
obligated pursuant to Articles 10 and 12 hereunder if required by applicable
law. Common Stock which represents either performance shares prior to the
satisfaction of the stated performance objectives and the expiration of the
stated performance objective periods or stock bonus shares prior to the time
that they are no longer subject to risk of forfeiture may not be sold, pledged,
assigned or transferred in any manner.
Article 18. Change in Control. All options granted pursuant to the
Independent Director Plan shall become immediately exercisable upon the
occurrence of a Change in Control Event. With respect to other awards, the
Program Administrator shall have the authority to provide, either at the time
any option, stock appreciation right, performance share or stock bonus is
granted or thereafter, that an option or stock appreciation right shall become
fully exercisable upon the occurrence of a Change in Control Event or that all
restrictions, performance objectives, performance objective periods and risks of
forfeiture pertaining to a performance share or stock bonus award shall lapse
upon the occurrence of a Change in Control Event. As used in the Program, a
"Change in Control Event" shall be deemed to have occurred if:
(a) any person, firm or corporation (other than Charles S.
Brand, members of his immediate family, or any trust or other entity
established for the benefit of Mr. Brand and/or members of his
immediate family) acquires directly or indirectly the Beneficial
Ownership (as defined in Section 13(d) of the Securities Exchange Act
of 1934, as amended) of any voting security of the Company and,
immediately after such acquisition, the acquirer has Beneficial
Ownership of voting securities representing 50% or more of the total
voting power of all the then-outstanding voting securities of the
Company;
(b) the individuals who (i) as of the effective date of the
Program constitute the Board of Directors (the "Original Directors"),
(ii) thereafter are elected to the Board of Directors and whose
election or nomination for election to the Board of Directors was
approved by a vote of at least 2/3 of the Original Directors then still
in office (such Directors being called "Additional Original
Directors"), or (iii) are elected to the Board of Directors and whose
election or nomination for election to the Board of Directors was
approved by a vote of at least 2/3 of the Original Directors and
Additional Original Directors then still in office, cease for any
reason to constitute a majority of the members of the Board of
Directors;
(c) the stockholders of the Company shall approve a merger,
consolidation, recapitalization, or reorganization of the Company or
the Company shall consummate any such transaction if stockholder
approval is not sought or obtained, other than any such
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transaction which would result in holders of outstanding voting
securities of the Company immediately prior to the transaction having
Beneficial Ownership of at least 50% of the total voting power
represented by the voting securities of the surviving entity
outstanding immediately after such transaction, with the voting power
of each such continuing holder relative to such other continuing
holders being not altered substantially in the transaction; or
(d) the stockholders of the Company shall approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or a substantial portion of the
Company's assets (i.e., 50% or more in value of the total assets of the
Company).
Article 19. Mandatory Exercise. Upon the occurrence of or in
anticipation of a contemplated Change in Control Event, the Company may give a
holder of an option or stock appreciation right written notice requiring such
person either (a) to exercise within a period of time established by the Company
after receipt of the notice each option and stock appreciation right to the
fullest extent exercisable at the end of that period, or (b) to surrender such
option or stock appreciation right or any unexercised portion thereof. Any
portion of such option or stock appreciation right which shall not have been
exercised in accordance with the provisions of the Program by the end of such
period shall automatically lapse irrevocably and the holder shall have no
further rights thereunder.
Article 20. Method of Exercise. Any holder of an option may exercise
his or her option from time to time by giving written notice thereof to the
Company at its principal office, together with payment in full for the shares of
Common Stock to be purchased. The date of such exercise shall be the date on
which the Company receives such notice. Such notice shall state the number of
shares to be purchased. The purchase price of any shares purchased upon the
exercise of any option granted pursuant to the Program shall be paid in full at
the time of exercise of the option by certified or bank cashier's check payable
to the order of the Company or, if permitted by the Program Administrator, by
shares of Common Stock which have been held by the optionee for at least six
months, or by a combination of checks and such shares of Common Stock. The
Program Administrator may, in its sole discretion, permit an optionee to make
"cashless exercise" arrangements, to the extent permitted by applicable law, and
may require optionees to utilize the services of a single broker selected by the
Program Administrator in connection with any cashless exercise. No option may be
exercised for a fraction of a share of Common Stock. If any portion of the
purchase price is paid in shares of Common Stock, those shares shall be valued
at their then Fair Market Value as determined by the Program Administrator in
accordance with Section 4 of the Incentive Plan.
Article 21. Limitation. Notwithstanding any other provision of the
Program, (a) no option may be granted pursuant to the Program more than ten
years after the date on which the Program was adopted by the Board of Directors,
and (b) any option granted under the Program shall, by its terms, not be
exercisable more than ten years after the date of grant; provided, however, that
any option granted under the Independent Director Plan shall, by its terms, not
be exercisable more than five years after the date of grant.
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Article 22. Sunday or Holiday. In the event that the time for the
performance of any action or the giving of any notice is called for under the
Program within a period of time which ends or falls on a Sunday or legal
holiday, such period shall be deemed to end or fall on the next day following
such Sunday or legal holiday which is not a Sunday or legal holiday.
Article 23. Governing Law. The Program shall be governed by and
construed in accordance with the laws of the State of Delaware.
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PLAN I
LOGIMETRICS, INC.
INCENTIVE STOCK OPTION PLAN
Section 1. General. This LogiMetrics, Inc. Incentive Stock Option Plan
("Incentive Plan") is Part I of the Company's Program. The Company intends that
options granted pursuant to the provisions of the Incentive Plan will qualify
and will be identified as "incentive stock options" within the meaning of
Section 422 of the Code. Unless any provision herein indicates to the contrary,
the Incentive Plan shall be subject to the General Provisions of the Program.
Section 2. Terms and Conditions. The Program Administrator may grant
incentive stock options to any person eligible under Article 4 of the General
Provisions. The terms and conditions of options granted under the Incentive Plan
may differ from one another as the Program Administrator shall, in its
discretion, determine, as long as all options granted under the Incentive Plan
satisfy the requirements of the Incentive Plan.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Incentive Plan shall expire on the date
determined by the Program Administrator, but in no event shall any option
granted under the Incentive Plan expire later than ten years from the date on
which the option is granted. Notwithstanding the foregoing, any option granted
under the Incentive Plan to any person who owns more than 10% of the combined
voting power of all classes of stock of the Company or a Subsidiary shall expire
no later than five years from the date on which the option is granted.
Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Incentive Plan shall not be less than the Fair Market
Value of the shares on the date of the grant of the option; except that the
option price with respect to any option granted pursuant to the Incentive Plan
to any person who owns more than 10% of the combined voting power of all classes
of stock of the Company shall not be less than 110% of the Fair Market Value of
the shares on the date the option is granted. "Fair Market Value" shall mean the
fair market value of the Common Stock on the date of grant or other relevant
date. If on such date the Common Stock is listed on a stock exchange or is
quoted on the automated quotation system of NASDAQ, the Fair Market Value shall
be the closing sale price (or if such price is unavailable, the average of the
high bid price and the low asked price) on such date. If no such closing sale
price or bid and asked prices are available, the Fair Market Value shall be
determined in good faith by the Program Administrator in accordance with
generally accepted valuation principles and such other factors as the Program
Administrator reasonably deems relevant.
Section 5. Maximum Amount of Options in Any Calendar Year. The
aggregate Fair Market Value of the Common Stock with respect to which incentive
stock options are exercisable for the first time by any employee during any
calendar year (under the terms of
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the Incentive Plan and all incentive stock option plans of the Company and the
Subsidiaries) shall not exceed $100,000.
Section 6. Exercise of Options. Unless otherwise provided by the
Program Administrator at the time of grant or unless the installment provisions
set forth herein are subsequently accelerated pursuant to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator with
respect to any one or more previously granted options, options may only be
exercised to the following extent during the following periods of employment:
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Maximum Percentage of
Shares Covered by
Period Following Option Which May be
Date of Grant Purchased
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Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%
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PLAN II
LOGIMETRICS, INC.
SUPPLEMENTAL STOCK OPTION PLAN
Section 1. General. This LogiMetrics, Inc. Supplemental Stock Option
Plan ("Supplemental Plan") is Part II of the Company's Program. Any option
granted pursuant to the Supplemental Plan shall not be an incentive stock option
as defined in Section 422 of the Code. Unless any provision herein indicates to
the contrary, this Supplemental Plan shall be subject to the General Provisions
of the Program.
Section 2. Terms and Conditions. The Program Administrator may grant
supplemental stock options to any person eligible under Article 4 of the General
Provisions. The terms and conditions of options granted under the Supplemental
Plan may differ from one another as the Program Administrator shall, in its
discretion, determine, as long as all options granted under the Supplemental
Plan satisfy the requirements of the Supplemental Plan.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Supplemental Plan shall expire on the date
determined by the Program Administrator, but in no event shall any option
granted under the Supplemental Plan expire later than ten years from the date on
which the option is granted.
Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Supplemental Plan shall be determined by the Program
Administrator at the time of grant.
Section 5. Exercise of Options. Unless otherwise provided by the
Program Administrator at the time of grant, or unless the installment provisions
set forth herein are subsequently accelerated pursuant to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator,
with respect to any one or more previously granted options, options may only be
exercised to the following extent during the following periods of employment or
service:
Maximum Percentage of
Shares Covered by
Period Following Option Which May be
Date of Grant Purchased
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Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%
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PLAN III
LOGIMETRICS, INC.
STOCK APPRECIATION RIGHTS PLAN
Section 1. General. This LogiMetrics, Inc. Stock Appreciation Rights
Plan ("SAR Plan") is Part III of the Company's Program.
Section 2. Terms and Conditions. The Program Administrator may grant
stock appreciation rights to any person eligible under Article 4 of the General
Provisions. Stock appreciation rights may be granted either in tandem with
incentive stock options or supplemental stock options as described in Section 4
of the SAR Plan, or as naked stock appreciation rights as described in Section 5
of the SAR Plan.
Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments to recipients upon exercise of stock appreciation rights
may be made in (a) cash by bank check, (b) shares of Common Stock having a Fair
Market Value (determined in the manner provided in Section 4 of the Incentive
Plan) equal to the amount of the payment, (c) a note in the amount of the
payment containing such terms as are approved by the Program Administrator, or
(d) any combination of the foregoing in an aggregate amount equal to the amount
of the payment.
Section 4. Stock Appreciation Rights in Tandem with Incentive or
Supplemental Stock Options. A SAR granted in tandem with an incentive stock
option or a supplemental stock option (each, an "Option") shall be on the
following terms and conditions:
(a) Each SAR shall relate to a specific Option or portion of
an Option granted under the Incentive Plan or the Supplemental Plan, as
the case may be, and may be granted by the Program Administrator at the
same time that the Option is granted or at any time thereafter prior to
the last day on which the Option may be exercised.
(b) A SAR shall entitle a recipient, upon surrender of the
unexpired related Option, or a portion thereof, to receive from the
Company an amount equal to the excess of (i) the Fair Market Value
(determined in accordance with Section 4 of the Incentive Plan) of the
shares of Common Stock which the recipient would have been entitled to
purchase on that date pursuant to the portion of the Option
surrendered, over (ii) the amount which the recipient would have been
required to pay to purchase such shares upon exercise of such Option.
(c) A SAR shall be exercisable only for the same number of
shares of Common Stock, and only at the same times, as the Option to
which it relates. SARs shall be subject to such other terms and
conditions as the Program Administrator may specify.
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(d) A SAR shall lapse at such time as the related Option is
exercised or lapses pursuant to the terms of the Program. On exercise
of the SAR, the related Option shall lapse as to the number of shares
exercised.
Section 5. Naked Stock Appreciation Rights. SARs granted by the Program
Administrator as naked stock appreciation rights ("Naked Rights") shall be
subject to the following terms and conditions:
(a) The Program Administrator may award Naked Rights to
recipients for periods not exceeding ten years. Each Naked Right shall
represent the right to receive the excess of (i) the Fair Market Value
of one share of Common Stock (determined in accordance with Section 4
of the Incentive Plan) on the date of exercise of the Naked Right, over
(ii) the Fair Market Value of one share of Common Stock (determined in
accordance with Section 4 of the Incentive Plan) on the date the Naked
Right was awarded to the recipient.
(b) Unless otherwise provided by the Program Administrator at
the time of award or unless the installment provisions set forth herein
are subsequently accelerated pursuant to Article 18 of the General
Provisions of the Program or otherwise by the Program Administrator
with respect to any one or more previously granted Naked Rights, Naked
Rights may only be exercised to the following extent during the
following periods of employment or service:
Maximum Percentage of
Period Following Naked Rights Which
Date of Grant May be Purchased
---------------- ---------------------
Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%
(c) The Naked Rights solely measure and determine the amounts
to be paid to recipients upon exercise as provided in Section 5(a).
Naked Rights do not represent Common Stock or any right to receive
Common Stock. The Company shall not hold in trust or otherwise
segregate amounts which may become payable to recipients of Naked
Rights; such funds shall be part of the general funds of the Company.
Naked Rights shall constitute an unfunded contingent promise to make
future payments to the recipient.
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PLAN IV
LOGIMETRICS, INC.
PERFORMANCE SHARE PLAN
Section 1. General. This LogiMetrics, Inc. Performance Share Plan
("Performance Share Plan") is Part IV of the Company's Program. Unless any
provision herein indicates to the contrary, the Performance Share Plan shall be
subject to the General Provisions of the Program.
Section 2. Terms and Conditions. The Program Administrator may grant
performance shares to any person eligible under Article 4 of the General
Provisions. Each performance share grant shall confer upon the recipient thereof
the right to receive a specified number of shares of Common Stock of the Company
contingent upon the achievement of specified performance objectives within a
specified performance objective period including, but not limited to, the
recipient's continued employment or service as a consultant through the period
set forth in Section 5 of this Performance Share Plan. At the time of an award
of a performance share, the Program Administrator shall specify the performance
objectives, the performance objective period or periods and the period of
duration of the performance share grant. Any performance shares granted under
this Plan shall constitute an unfunded promise to make future payments to the
affected person upon the completion of specified conditions.
Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments of performance shares may be made in (a) shares of
Common Stock, (b) a check in an amount equal to the Fair Market Value
(determined in the manner provided in Section 4 of the Incentive Plan) of the
shares of Common Stock to which the performance share award relates, (c) a note
in the amount specified above in Section 3(b) containing such terms as are
approved by the Program Administrator, or (d) any combination of the foregoing
in the aggregate amount equal to the amount specified above in Section 3(b).
Section 4. Performance Objective Period. The duration of the period
within which to achieve the performance objectives shall be determined by the
Program Administrator. The period may not be less than one year nor more than
ten years from the date that the performance share is granted. The Program
Administrator shall determine whether performance objectives have been met with
respect to each applicable performance objective period. Such determination
shall be made promptly after the end of each applicable performance objective
period, but in no event later than 90 days after the end of each applicable
performance objective period. All determinations by the Program Administrator
with respect to the achievement of performance objectives shall be final,
binding on and conclusive with respect to each recipient.
Section 5. Vesting of Performance Shares. Unless otherwise provided by
the Program Administrator at the time of grant, or unless the installment
provisions set forth herein are subsequently accelerated pursuant to Article 18
of the General Provisions of the Program or otherwise by the Program
Administrator, with respect to any one or more previously granted performance
shares, the Company shall pay to the recipient on the date set forth in Column 1
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below ("Vesting Date") the percentage of the recipient's performance share award
set forth in Column 2 below.
Column 1 Column 2
Vesting Date Percentage
----------------------- ----------
1 year from Date of Grant 25%
2 years from Date of Grant 25%
3 years from Date of Grant 25%
4 years from Date of Grant 25%
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PLAN V
LOGIMETRICS, INC.
STOCK BONUS PLAN
Section 1. General. This LogiMetrics, Inc. Stock Bonus Plan ("Stock
Bonus Plan") is Part V of the Company's Program. Unless any provision herein
indicates to the contrary, the Stock Bonus Plan shall be subject to the General
Provisions of the Program.
Section 2. Terms and Conditions. The Program Administrator may grant
bonuses in the form of shares of Common Stock to any person eligible under
Article 4 of the General Provisions. Each such stock bonus shall be forfeited by
the recipient in the event that the recipient's employment by or service as a
director or consultant to the Company or any Subsidiary terminates within the
time periods specified in Section 3 of the Stock Bonus Plan or within such other
time period as the Program Administrator also may provide at the time of grant.
The Program Administrator also may provide at the time of grant that the Common
Stock subject to the stock bonus shall be forfeited by the recipient upon the
occurrence of other events.
Section 3. Forfeiture of Bonus Shares. Unless otherwise provided by the
Program Administrator at the time of grant, or unless the installment provisions
set forth herein are subsequently accelerated pursuant to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator with
respect to any one or more previously granted bonus shares, the percentage set
forth in Column 2 below of shares of Common Stock issued as a stock bonus shall
be forfeited and transferred back to the Company by the recipient without
payment of any consideration from the Company if the recipient's employment by
or service as a director or consultant to the Company or any Subsidiary is
terminated for any reason during the time periods specified in Column 1 below:
Column 1 Column 2
Employment or Service Percentage of Bonus
Terminated Within Shares Which are Forfeitable
--------------------- ----------------------------
First 12 months after grant 100%
First 24 months after grant 75%
First 36 months after grant 50%
First 48 months after grant 25%
Beyond 48 months after grant 0%
Section 4. Rights as a Stockholder; Stock Certificates. A recipient
shall have rights as a stockholder with respect to any shares of Common Stock
received as a stock bonus represented by a stock certificate issued in his name
even though all or a portion of such shares remains subject to a risk of
forfeiture hereunder, except that shares subject to forfeiture shall not be
transferable. Stock certificates representing such shares which remain subject
to forfeiture
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<PAGE>
together with a related stock power shall be held by the Company, and shall be
canceled and returned to the Company's treasury if thereafter forfeited. Stock
certificates representing such shares which are vested and no longer subject to
forfeiture shall be delivered to the recipient.
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PLAN VI
LOGIMETRICS, INC.
INDEPENDENT DIRECTOR PLAN
Section 1. General. This LogiMetrics, Inc. Independent Director Plan
("Independent Director Plan") is Part VI of the Company's Program. Any option
granted pursuant to this Independent Director Plan shall not be an incentive
stock option as defined in Section 422 of the Code. Unless any provision herein
indicates to the contrary, this Independent Director Plan shall be subject to
the General Provisions of the Program.
Section 2. Terms and Conditions. Every year on the earlier of (i) the
date of the Company's annual meeting of stockholders, and (ii) June 1, the
Company shall grant to each Independent Director (as defined below) elected as a
director at such annual meeting (or nominated for election as a director by the
Board of Directors or any nominating committee thereof in the event that such
annual meeting does not occur prior to June 1), or, in the event that the Board
of Directors is divided into two or more classes, continuing or expected to
continue to serve as a director of the Company following such annual meeting, an
option to purchase 5,000 shares of Common Stock. As used in the Independent
Director Plan, the term "Independent Director" means any member of the Board of
Directors who, as of the relevant date of determination, has not been a
full-time employee of the Company or any Subsidiary for at least twelve months
preceding such date.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Independent Director Plan shall expire five
years from the date on which the option is granted. In addition, each option
shall be subject to early termination as provided in the Independent Director
Plan.
Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Independent Director Plan shall be the Fair Market Value
(determined in accordance with Section 4 of the Incentive Plan) of the shares of
Common Stock to which the option relates.
Section 5. Exercise of Options.
(a) Options granted under the Independent Director Plan shall become
fully exercisable as to 100% of the shares of Common Stock covered thereby one
year after the date of grant, subject to acceleration as set forth in Article 18
of the General Provisions of Stock Compensation Program.
(b) Except as provided in the General Provisions of Stock Compensation
Program, no option may be exercised unless the holder thereof is then a director
of the Company.
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(c) Other than as provided in the General Provisions of Stock
Compensation Program, options granted under the Independent Director Plan shall
not be affected by any change of duties or position so long as the holder
continues to be a director of the Company.
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<PAGE>
EXCERPT FROM REOLUTIONS
ADOPTED BY
THE BOARD OF DIRECTORS
OF
LOGIMETRICS, INC.
ON
JUNE 27, 2000
RESOLVED, that effective at the Effective Time, the
number of shares of Common Stock eligible to be issued under
the Company's Amended and Restated 1997 Stock Compensation
Program is hereby increased to 12,665,309.
