1. Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to
further the interests of The Viola Group Inc., a New York corporation, its
Subsidiaries and its shareholders by providing incentives in the form of
grants of stock options and restricted stock to key employees and other
persons who contribute materially to the success and profitability of the
Company. Also, the Plan will assist the Company in attracting and retaining
key persons.
2. Definitions. The following definitions will apply to the Plan:
a. "Award" means, individually or collectively, a grant under
the Plan of a Nonqualified Stock Option, an Incentive Stock Option or
Restricted Stock.
b. "Board" means the board of directors of TheViola group Inc.
c. "Cause" means (i) any intentional misapplication by the
Recipient of the Company's funds, intended to result directly or indirectly
in significant gain or personal enrichment at the expense of the Company, or
any other act of dishonesty committed by the Recipient in connection with the
Company's business; (ii) the Recipient's conviction of a crime involving moral
turpitude; (iii) the Recipient's non-performance or non-observance in any
material respect of any requirement with respect to the Recipient's employment;
or (iv) any other action by the Recipient involving willful and deliberate
malfeasance or negligence in the performance of the Recipient's duties;
provided that "Cause" may be otherwise defined for purposes of any Award in
the related Option Agreement or Restricted Stock Agreement.
d. "Code" means the Internal Revenue Code of 1986, as amended.
e. "Committee" means the stock incentive committee appointed by
the Board and consisting solely of two or more directors who are "outside
directors" as such term is defined in Section 162(m) of the Code, and
"nonemployee directors" as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934 ("1934 Act"). The Board may appoint a
different stock incentive committee for the purpose of granting Awards to
Eligible Persons who are not currently and are not expected to subsequently
become subject to the requirements of Section 16 of the 1934 Act or
Section 162(m) of the Code. If the Board does not appoint a stock incentive
committee, "Committee" means the Board.
f. "Common Stock" means the Common Stock, par value $.001 per
share of Viola group Inc., or such other class of shares or securities as to
which the Plan may be applicable pursuant to Section 9 of the Plan.
g. "Company" means The Viola group Inc. and its Subsidiaries.
h. "Date of Grant" means the date on which the Option or
Restricted Stock, whichever is applicable, is granted.
i. "Disability" means "disability" as defined in the Company's
long term disability plan or policy.
j. "Eligible Person" means any person who performs or has in the
past performed services for the Company, whether as a director, officer,
Employee, consultant or other independent contractor, and any person who
performs services relating to the Company as an employee or independent
contractor of a corporation or other entity that provides services for the
Company.
k. "Employee" means any person employed on an hourly or salaried
basis by the Company.
l. "Fair Market Value" means the fair market value of the Common
Stock. If the Common Stock is publicly traded on the date as of which fair
market value is being determined, the Fair Market Value is the closing sale
price of the Common Stock on the trading day next preceding such date as
reported on the registered national exchange providing the primary market in
the Common Stock, or if the Common Stock was not traded on such market, the
average of the closing bid prices as reported by the Nasdaq Stock Market on
that date. If the Common Stock is not publicly traded on the date as of
which fair market value is being determined, the Board will determine the fair
market value of the Shares, using such factors as the Board considers relevant,
such as the price at which recent sales have been made, the book value of the
Common Stock, and the Company's current and projected earnings.
m. "Incentive Stock Option" means a stock option, granted
pursuant to this Plan or any other Company plan, that satisfies the
requirements of Section 422 of the Code and that entitles the Recipient to
purchase Common Stock.
n. "Nonqualified Stock Option" means a stock option, granted
pursuant to the Plan, that is not an Incentive Stock Option and that entitles
the Recipient to purchase Common Stock.
o. "Option" means an Incentive Stock Option or a Nonqualified
Stock Option.
p. "Option Agreement" means a written agreement, between the
Company and a Recipient, that sets out the terms and restrictions of an Option
Award.
q. "Option Shareholder" means an Employee who has acquired Shares
upon exercise of an Option.
r. "Option Shares" means Shares that a Recipient receives upon
exercise of an Option.
s. "Period of Restriction" means the period beginning on the
Date of Grant of a Restricted Stock Award and ending on the date on which all
restrictions applicable to the Shares subject to such Award expire.
t. "Plan" means this Viola Group Inc. Stock Incentive Plan, as
amended from time to time.
u. "Recipient" means an individual who receives an Award.
v. "Restricted Stock" means an Award granted pursuant to
Section 7 of the Plan.
w. "Restricted Stock Agreement" means a written agreement,
between the Company and a Recipient, that sets out the terms and restrictions
of a Restricted Stock Award.
x. "Share" means a share of the Common Stock, as adjusted in
accordance with Section 9 of the Plan.
y. "Subsidiary" means any entity 50 percent or more of the
voting securities of which are owned directly or indirectly by the Company at
any time during the existence of the Plan.
3. Administration. The Committee will administer the Plan. The
Committee has the exclusive power to select the Recipients of Awards pursuant
to the Plan, to establish the terms of the Awards granted to each Recipient,
and to make all other determinations necessary or advisable under the Plan.
The Committee has the sole discretion to determine whether the performance of
an Eligible Person warrants an Award under the Plan, and to determine the size
and type of the Award. The Committee has full and exclusive power to construe
and interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to the Plan, and to take all actions necessary or advisable for the
Plan's administration. The Committee, in the exercise of its powers, may
correct any defect or supply any omission, or reconcile any inconsistency in
the Plan, or in any Agreement, in the manner and to the extent it deems
necessary or expedient to make the Plan fully effective. In exercising this
power, the Committee may retain counsel at the expense of the Company. The
Committee also has the power to determine the duration and purposes of leaves
of absence which may be granted to a Recipient without constituting a
termination of the Recipient's employment for purposes of the Plan. Any of
the Committee's determinations will be final and binding on all persons. A
member of the Committee will not be liable for performing any act or making
any determination in good faith.
4. Shares Subject to Plan. Subject to the provisions of Section 9 of the
Plan, the maximum aggregate number of Shares that may be subject to Awards
under the Plan is 3,000,000. If an unexercised Option expires or becomes
unexercisable, the unpurchased Shares subject to such Option will be available
for other Awards under the Plan. If any portion of a Restricted Stock Award
is forfeited during the applicable Period of Restriction, the forfeited shares
will be available for other Awards under the Plan.
5. Eligibility. Any Eligible Person that the Committee in its sole
discretion designates is eligible to receive an Award under the Plan. Only an
Employee may receive an Incentive Stock Option. The Committee's grant of an
Award to a Recipient in any year does not entitle the Recipient to an Award in
any other year. Furthermore, the Committee may grant different Awards to
different Recipients. The Committee may consider such factors as it deems
pertinent in selecting Recipients and in determining the types and sizes of
their Awards. Recipients may include persons who previously received stock,
stock options or other benefits under the Plan or another plan of the Company
or a Subsidiary, whether or not the previously granted benefits have been fully
exercised or vested. An Award will not enlarge or otherwise affect a
Recipient's right, if any, to continue to serve the Company and its
Subsidiaries in any capacity, and will not restrict the right of the Company
or a Subsidiary to terminate at any time the Recipient's employment.
6. Options. The Committee may grant Options to purchase Common Stock to
Recipients in such amounts as the Committee determines in its sole discretion.
Subject to the provisions of Section 9 of the Plan, during any 12-month period,
the Committee may not grant to any Recipient Options to purchase more than a
total of 1,000,000 Shares. An Option Award may be in the form of an Incentive
Stock Option or a Nonqualified Stock Option. The Committee may grant an Option
alone or in addition to another Award for the same Recipient. Each Option will
satisfy the following requirements:
a. Written Agreement. Each Option granted to a Recipient will
be evidenced by an Option Agreement. The terms of the Option Agreement need
not be identical for different Recipients or for different Awards. The Option
Agreement will contain such provisions as the Committee deems appropriate and
will include a description of the substance of each of the requirements in
this Section 6.
b. Number of Shares. Each Option Agreement will specify the
number of Shares that the Recipient may purchase upon exercise of the Option.
c. Exercise Price.
i. Incentive Stock Option. Except as provided in
subsection 6(l) of the Plan, the exercise price of each Share subject to an
Incentive Stock Option will equal the exercise price designated by the
Committee, but will not be less than the Fair Market Value of the Share on
the Date of Grant.
ii. Nonqualified Stock Option. The exercise price of
each Share subject to a Nonqualified Stock Option will equal the exercise price
designated by the Committee.
d. Duration of Option.
i. Incentive Stock Option. Except as otherwise provided
in this Section 6, an Incentive Stock Option will expire on the earlier of the
tenth anniversary of the Date of Grant or the date set by the Committee on the
Date of Grant.
ii. Nonqualified Stock Option. Except as otherwise
provided in this Section 6, a Nonqualified Stock Option will expire on the
tenth anniversary of its Date of Grant or, at such earlier or later date set
by the Committee on the Date of Grant.
e. Vesting of Option. Each Option Agreement will specify the
vesting schedule applicable to the Option. The Committee, in its sole
discretion, may accelerate the vesting of any Option at any time.
f. Death.
i. Incentive Stock Option. If a Recipient dies, an
Incentive Stock Option granted to the Recipient will expire on the one-year
anniversary of the Recipient's death, or if earlier, the date specified in or
pursuant to subsection 6.d. of the Plan, unless the Committee sets an earlier
expiration date on the Date of Grant.
ii. Nonqualified Stock Option. If a Recipient dies, a
Nonqualified Stock Option granted to the Recipient will expire on the one-year
anniversary of the Recipient's death, or if earlier, the date specified in or
pursuant to subsection 6.d. of the Plan, unless the Committee sets an earlier
or later expiration date on the Date of Grant, or a later expiration date
subsequent to the Date of Grant but prior to the one-year anniversary of the
Recipient's death.
g. Disability.
i. Incentive Stock Option. If the Recipient terminates
employment with the Company because of his Disability, an Incentive Stock
Option granted to the Recipient will expire on the one-year anniversary of
the Recipient's last day of employment, or, if earlier, the date specified in
or pursuant to subsection 6.d. of the Plan.
ii. Nonqualified Stock Option. If the Recipient
terminates employment with the Company because of his Disability, a
Nonqualified Stock Option granted to the Recipient will expire on the one-year
anniversary of the Recipient's last day of employment, or, if earlier, the
date specified in or pursuant to subsection 6.d. of the Plan, unless the
Committee sets an earlier or later expiration date on the Date of Grant or a
later expiration date subsequent to the Date of Grant but prior to the
one-year anniversary of the Recipient's last day of employment.
h. Retirement or Involuntary Termination.
i. Incentive Stock Option. If the Recipient terminates
employment with the Company as a result of his retirement in accordance with
the Company's normal retirement policies, or if the Company terminates the
Recipient's employment other than for Cause, an Incentive Stock Option granted
to the Recipient will expire 90 days following the last day of the Recipient's
employment, or, if earlier, the date specified in or pursuant to subsection
6.d. of the Plan, unless the Committee sets an earlier expiration date on the
Date of Grant.
ii. Nonqualified Stock Option. If the Recipient
terminates employment with the Company as a result of his retirement in
accordance with the Company's normal retirement policies, or if the Company
terminates the Recipient's employment other than for Cause, a Nonqualified
Stock Option granted to the Recipient will expire 90 days following the last
day of the Recipient's employment, or, if earlier, the date specified in or
pursuant to subsection 6.d. of the Plan, unless the Committee sets an earlier
or later expiration date on the Date of Grant or a later expiration date
subsequent to the Date of Grant but prior to 90 days following the
Recipient's last day of employment.
i. Termination of Service. If the Recipient's employment with
the Company terminates for any reason other than the reasons described in
Sections 6.f, 6.g., 6.h., or 6.j. of the Plan, an Option granted to the
Recipient will expire 30 days following the last day of the Recipient's
employment with the Company, or, if earlier, the date specified in or pursuant
to subsection 6.d. of the Plan, unless the Committee sets an earlier or later
expiration date on the Date of Grant or a later expiration date subsequent to
the Date of Grant but prior to the 30th day following the Recipient's last
day of employment. The Committee may not delay the expiration of an Incentive
Stock Option more than 90 days after termination of the Recipient's
employment. During any delay of the expiration date, the Option will be
exercisable only to the extent it is exercisable on the date the Recipient's
employment terminates, subject to any adjustment under Section 9 of the Plan.
j. Cause. Notwithstanding any provisions set forth in the Plan,
if the Company terminates the Recipient's employment for Cause, any
unexercised portion(s) of the Recipient's Option(s) will expire immediately
upon the earlier of the occurrence of the event that constitutes Cause or the
last day the Recipient is employed by the Company.
k. Conditions Required for Exercise. An Option is exercisable
only to the extent it is vested according to the terms of the Option
Agreement. Furthermore, an Option is exercisable only if the issuance of
Shares upon exercise would comply with applicable securities laws. Each
Agreement will specify any additional conditions required for the exercise of
the Option.
l. Ten Percent Shareholders. An Incentive Stock Option granted
to an individual who, on the Date of Grant, owns stock possessing more than
10 percent of the total combined voting power of all classes of stock of
either the Company or any parent or Subsidiary, will have an exercise price
of 110 percent of Fair Market Value on the Date of Grant and will be
xercisable only during the five-year period immediately following the Date of
Grant. For purposes of calculating stock ownership of any person, the
attribution rules of Code Section 424(d) will apply, and any stock that such
person may purchase under outstanding options will not be considered.
m. Maximum Option Grants. The aggregate Fair Market Value,
determined on the Date of Grant, of Shares with respect to which any Incentive
Stock Options under the Plan and all other plans of the Company or its
Subsidiaries become exercisable by any individual for the first time in any
calendar year will not exceed $100,000.
n. Method of Exercise. An Option will be deemed exercised when
the person entitled to exercise the Option (i) delivers written notice to the
President of the Company (or his delegate, in his absence) of the decision to
exercise, (ii) concurrently tenders to the Company full payment for the
Shares to be purchased pursuant to the exercise, and (iii) complies with such
other reasonable requirements as the Committee establishes pursuant to
Section 8 of the Plan. Payment for Shares with respect to which an Option is
exercised may be made (i) in cash, (ii) by certified check, (iii) if permitted
by the Committee in the case of such exercise, in the form of Common Stock
having a Fair Market Value equal to the exercise price, or (iv) by delivery
of a notice instructing the Company to deliver the Shares to a broker subject
to the broker's delivery of cash to the Company equal to the exercise price.
No person will have the rights of a shareholder with respect to Shares subject
to an Option granted under the Plan until a certificate or certificates for
the Shares have been delivered to him. A partial exercise of an Option will
not affect the holder's right to exercise the remainder of the Option from time
to time in accordance with the Plan.
o. Loan from Company to Exercise Option. The Committee may, in
its discretion and subject to the requirements of applicable law, recommend
to the Company that it lend the Recipient the funds needed by the Recipient
to exercise an Option. The Recipient will apply to the Company for the loan,
completing the forms and providing the information required by the Company.
The loan will be secured by such collateral as the Company may require,
subject to its underwriting requirements and the requirements of applicable
law. The Recipient will execute a promissory note and any other documents
deemed necessary by the Company.
p. Designation of Beneficiary. Each Recipient may file with the
Company a written designation of a beneficiary to receive the Recipient's
Options in the event of the Recipient's death prior to full exercise of such
Options. If the Recipient does not designate a beneficiary, or if the
designated beneficiary does not survive the Recipient, the Recipient's estate
will be his beneficiary. Recipients may, by written notice to the Company,
change a beneficiary designation.
q. Nontransferability of Option. An Option granted under the
Plan is not transferable except by will or the laws of descent and
distribution. During the lifetime of the Recipient, all rights of the Option
are exercisable only by the Recipient.
7. Restricted Stock. The Committee may grant Restricted Stock Shares to
Recipients in such amounts as the Committee determines in its sole discretion.
The Committee may grant Restricted Stock alone or in addition to another
Award. Each Restricted Stock Award granted to a Recipient will satisfy the
following requirements:
a. Written Agreement. Each Restricted Stock Award granted to a
Recipient will be evidenced by a Restricted Stock Agreement. The terms of
the Restricted Stock Agreement need not be identical for different Recipients.
The Restricted Stock Agreement will specify the Period(s) of Restriction. In
addition, the Restricted Stock Agreement will include a description of the
substance of each of the requirements in this Section 7 and will contain such
provisions as the Committee deems appropriate.
b. Number of Shares. Each Agreement will specify the number of
Restricted Stock Shares granted to the Recipient.
c. Transferability. Restricted Stock Shares may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated until
the end of the applicable Period of Restriction, or upon earlier satisfaction
of any other conditions, as specified in the Restricted Stock Agreement.
d. Other Restrictions. The Committee will impose on Restricted
Stock Shares any other restrictions that the Committee deems advisable,
including, without limitation, vesting restrictions, restrictions based upon
the achievement of specific Company-wide, Subsidiary, individual performance
goals and/or any other criteria that the Committee may select, and/or
restrictions under applicable federal or state securities laws, and may
require that the certificate representing Restricted Stock carry a legend
to give appropriate notice of such restrictions. The Committee may also
require that Recipients make cash payments at the time of grant and/or upon
expiration of restrictions. Any such cash payments will equal an amount not
less than the par value of the Restricted Stock Shares.
e. Certificate Legend. In addition to any legends placed on
certificates pursuant to subsection 8.d. of the Plan, each certificate
representing Restricted Stock Shares will bear the following legend:
"The sale or other transfer of the Shares of stock
represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth
in the Viola group Inc. Stock Incentive Plan, as amended, and in a Restricted
Stock Agreement dated . A copy of the Plan and the
Restricted Stock Agreement may be obtained from the Chief Financial Officer
of Viola Group Inc."
f. Removal of Restrictions. Except as otherwise provided in this
Section 7, Restricted Stock Shares will become freely transferable by the
Recipient after the Period of Restriction expires. The Recipient will be
entitled to removal of the legend required by subsection 8.e. of the Plan
following the expiration of the Period of Restriction.
g. Voting Rights. During the Period of Restriction, Recipients
holding Restricted Stock Shares may exercise full voting rights with respect
to such Shares.
h. Dividends and Other Distributions. During the Period of
Restriction, Recipients holding Restricted Stock Shares will be entitled to
receive all dividends and other distributions paid with respect to such
Shares. If any such dividends or distributions are paid in Shares, such
Shares will be subject to the same restrictions on transferability and
forfeitability as the Restricted Stock Shares with respect to which they were
paid.
i. Termination of Service. If the Recipient ceases employment
with the Company, the Recipient will forfeit immediately all nonvested
Restricted Stock Shares held by the Recipient to the Company. The Committee
may, in its sole discretion and upon such terms and conditions as it deems
proper, provide for expiration of the restrictions on Restricted Stock Shares
following termination of employment.
j. Designation of Beneficiary. Each Recipient may file with the
Company a written designation of a beneficiary to receive the Recipient's
Restricted Stock Shares in the event of the Recipient's death prior to removal
of all restrictions on such Shares. If the Recipient does not designate a
beneficiary, or if the designated beneficiary does not survive the Recipient,
the Recipient's estate will be his beneficiary. Recipients may, by written
notice to the Company, change a beneficiary designation.
8. Taxes; Compliance with Law; Approval of Regulatory Bodies; Legends.
The Company will have the right to withhold from payments otherwise due and
owing to the Recipient or his beneficiary or to require the Recipient or his
beneficiary to remit to the Company in cash upon demand an amount sufficient
to satisfy any federal (including FICA and FUTA amounts), state, and/or local
withholding tax requirements at the time the Recipient or his beneficiary
recognizes income for federal, state, and/or local tax purposes with respect
to any Award under the Plan.
The Committee may grant Awards and the Company may deliver Shares
under the Plan only in compliance with all applicable federal and state laws
and regulations and the rules of all stock exchanges on which the Company's
stock is listed at any time. An Option is exercisable only if either (i) a
registration statement pertaining to the Shares to be issued upon exercise of
the Option has been filed with and declared effective by the Securities and
Exchange Commission and remains effective on the date of exercise, or (ii) an
exemption from the registration requirements of applicable securities laws is
available. The Plan does not require the Company, however, to file such a
registration statement or to assure the availability of such exemptions. Any
certificate issued to evidence Shares issued under the Plan may bear such
legends and statements, and will be subject to such transfer restrictions, as
the Committee deems advisable to assure compliance with federal and state laws
and regulations and with the requirements of this Section 8. No Option may
be exercised, and Shares may not be issued under the Plan, until the Company
has obtained the consent or approval of every regulatory body, federal or
state, having jurisdiction over such matters as the Committee deems advisable.
Each person who acquires the right to exercise an Option or to
ownership of Shares by transfer, bequest or inheritance may be required by
the Committee to furnish reasonable evidence of ownership of the Option as a
condition to his exercise of the Option or receipt of Shares. In addition,
the Committee may require such consents and releases of taxing authorities as
the Committee deems advisable.
With respect to persons subject to Section 16 of the 1934 Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the 1934 Act, as such Rule may be amended from
time to time, or its successor under the 1934 Act. To the extent any
provision of the Plan or action by the Committee or the Company fails to so
comply, it will be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.
9. Adjustment Upon Change of Shares. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock occurs, the Committee will equitably adjust
the number and class of Shares for which Awards are authorized to be granted
under the Plan, the number and class of Shares then subject to Awards
previously granted to Employees under the Plan, and the price per Share
payable upon exercise of each Award outstanding under the Plan. To the
extent deemed equitable and appropriate by the Board, subject to any required
action by shareholders, any Award will pertain to the securities and other
property to which a holder of the number of Shares of stock covered by the
Award would have been entitled to receive in connection with any merger,
consolidation, reorganization, liquidation or dissolution.
10. Liability of the Company. Neither the Company, its parent nor any
Subsidiary that is in existence or hereafter comes into existence will be
liable to any person for any tax consequences incurred by a Recipient or
other person with respect to an Award.
11. Amendment and Termination of Plan. The Board may alter, amend, or
terminate the Plan from time to time without approval of the shareholders of
the Company. The Board may, however, condition any amendment on the approval
of the shareholders of the Company if such approval is necessary or advisable
with respect to tax, securities or other laws applicable to the Company, the
Plan, Recipients or Eligible Persons. Any amendment, whether with or without
the approval of shareholders of the Company, that alters the terms or
provisions of an Award granted before the amendment (unless the alteration is
expressly permitted under the Plan) will be effective only with the consent
of the Recipient of the Award or the holder currently entitled to exercise
the Award. Without the consent of any such Recipient or holder, the Board
may establish a date or event upon which the Plan and all unexercised Options
will terminate; provided, however, that the Board must provide to the
Recipients of the unexercised Options or the holders currently entitled to
exercise the Options written notice of the termination of the Plan and all
outstanding Options no less than 30 days prior to the date or event upon
which the Plan and all unexercised Options will terminate.
12. Expenses of Plan. The Company will bear the expenses of
administering the Plan.
13. Duration of Plan. Awards may be granted under the Plan only during
the 10 years immediately following the original effective date of the Plan.
14. Notices. All notices to the Company will be in writing and will be
delivered to the President of the Company. All notices to a Recipient will be
delivered personally or mailed to the Recipient at his address appearing in
the Company's personnel records. The address of any person may be changed at
any time by written notice given in accordance with this Section 14.
15. Applicable Law. The validity, interpretation, and enforcement of
the Plan are governed in all respects by the laws of New York and the United
States of America.
16. Effective Date. The effective date of the Plan will be the earlier
of (i) the date on which the Board adopts the Plan or (ii) the date on which
the Shareholders approve the Plan.
