Exhibit 4.1
PROGRAMMED LOGIC CORPORATION
INCENTIVE STOCK OPTION PLAN
1. Purpose of plan. The purpose of this Incentive Stock Option
Plan (the "Plan") is to further the success of Programmed
Logic Corporation, a New Jersey Corporation ("PLC"), by
making available common stock of PLC for purchase by
eligible employees of PLC, and thus, to provide an
additional incentive to such employees to continue in the
employ of PLC, and to give them a greater interest as
stockholders in the success of PLC.
2. Effective Date of the Plan. The effective date of the Plan
shall be April 1, 1995 (the "Effective Date") subject to
approval of the stockholders of PLC holding not less than a
majority of the outstanding shares.
3. Stock subject to the Plan. Subject to any provisions hereof
regarding adjustment upon changes in capitalization, there
shall be reserved for issuance or transfer, upon the
exercise of options to be granted from time to time under
the Plan, an aggregate of ten thousand shares of common
stock, no par value (the "Common Stock") which shares may be
in whole or in part, as the Board of Directors of PLC (the
"Board") shall from time to time determine, (a) authorized
and unissued shares of Common Stock, or (b) issued shares of
Common Stock which shall have been re-acquired by PLC. If
any option granted under the Plan shall expire or terminate
for any reason without having been exercised in full, the un-
purchased shares subject thereto shall again be available
for the purposes of the Plan.
4. Administration. The Plan shall be administered by a
committee (the "Committee"), appointed by the Board and
serving at the Board's pleasure. If a member of the
Committee is eligible to receive an option under the Plan,
they shall be prohibited from voting on their own option.
Any vacancy occurring in the membership of the Committee
shall be filled by appointment by the Board. The Committee
may interpret the Plan, prescribe, amend, and rescind any
rules and regulations necessary or appropriate for the
administration of the Plan, or for the continued
qualification of any Options, and make such other
determination and take such other action as it deems
necessary or advisable, except as otherwise expressly
reserved to the Board under the Plan. Any interpretation,
determination or other action taken by the Committee shall
be final, binding and conclusive. The Committee shall
select one of its members as its chairman and shall hold its
meetings at such times and places as it may determine. A
majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by not less
than a majority of its members. Any decision or
determination reduced to writing and signed by all the
members shall be fully as effective as if it had been made
by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary, shall keep minutes of its
meetings and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.
5. Grant of Options. Subject to the provisions of the Plan,
the Committee shall (a) determine and designate those
employees to whom Options are to be granted; (b) determine
the number of shares subject to each Option; (c) determine
when an option can be exercised and whether in whole or in
installments; (d) determine the purchase price of the Common
Stock covered by each option; and (e) determine the terms
and provisions (and amendments thereof) of the respective
option agreements (which need not be identical), including
such terms and provisions (and amendments) as shall be
required in the judgment of the Committee to conform to any
change in any law or regulation applicable thereto. No
option shall be granted after the expiration of ten years
from the Effective Date.
6. Eligibility. Options may be granted only to full-time
salaried employees of PLC. A director of PLC, who is not
also a full-time salaried employee of PLC, will not be
eligible to receive an option. In determining the employees
to whom options shall be granted and the number of shares to
be covered by each option, the Committee may take into
account the nature of the services rendered by the
respective employees, their present and potential
contributions to PLC's success and such other factors as the
Committee in its discretion shall deem relevant. Options
may be granted to employees who hold or have held options
under previous plans. An employee who had been granted an
option under the Plan may be granted an additional option or
options under the Plan if the Committee shall so determine.
The aggregate fair market value (determined as of the date
an Option is granted) of all Stock for which an employee may
be granted Options under the Plan exercisable for the first
time in any calendar year shall not exceed $100,000.
7. Terms and Conditions of Options. Each option shall be
evidenced by an agreement in a form approved by the
Committee. Such agreement shall be subject to the following
express terms and conditions and to such other terms and
conditions as the Committee may deem appropriate:
(a) Option Period. Each option agreement shall specify the
period for which the Option evidenced thereby is granted and
shall provide that the Option shall expire at the end of
such period. The Committee may extend such period provided
such extension shall not in any way disqualify the Option as
an incentive stock option. In no case shall such period,
including any extensions, exceed ten years from the date of
the grant, provided, however, that, in the case of an Option
granted to an eligible employee who, at the time of the
grant, is the beneficial owner of stock possessing more than
ten (10) percent of the total combined voting power of all
classes of stock of PLC (a "Ten Percent Stockholder"), such
period, including extensions, shall not exceed five years
from the date of grant.
(b) Option Price. The option price per share shall be
determined by the Committee at the time the option is
granted, and shall not be less than (i) the fair market
value per share of stock or (ii) in the case of an option
granted to a Ten Percent Stockholder, One Hundred Ten
Percent (110%) of the fair market value per share of stock
on the date the Option is granted, as determined by the
Committee.
(c) Exercise of Option. No part of any Option may be
exercised until the optionee shall have remained in the
employ of PLC for such period, which shall be no less than
one year, after the date on which the Option is granted as
the Committee may specify in the Option agreement, and the
Option agreement may provide for exercisability in
installments.
(d) Payment of Purchase Price upon Exercise. Each option
agreement shall provide that the purchase price of the
shares as to which an Option shall be exercised shall be
paid to PLC at the time of exercise either in cash, or in
such other consideration as the Committee deems appropriate.
PLC shall not be required to deliver certificates for such
shares until such payment has been made. The optionee shall
not have the rights of a stockholder with respect to the
share subject to option until such shares shall be issued or
transferred to the optionee upon the exercise of the
optionee's option.
8. No rights as Stockholder. No optionee shall have any rights
as a shareholder with respect to any shares of stock subject
to an Option prior to the date of issuance of a certificate
for such shares.
9. Non-transferability of options. No option granted under the
Plan shall be transferable otherwise than by will or the
laws of descent and distribution, and an option may be
exercised, during the lifetime of the optionee thereof, only
by the optionee.
10. No Right to Continued Employment. Nothing in the Plan or in
any option granted pursuant to the Plan shall confer on any
individual any right to continue in the employ of PLC or
interfere in any way with the right of PLC to terminate the
employment of any individual at any time.
11. Termination without cause and with consent. If the
employment of an optionee by PLC is terminated for reasons
other than (a) for cause, or (b) voluntarily on the part of
the optionee and without the written consent of PLC, the
optionee may (unless otherwise provided in the option
agreement) exercise their option to the extent they would
have been entitled to do so on the date of their
termination, at any time, or from time to time, within three
months after such date of termination of employment, but not
later than the expiration date set forth in the option
agreement.
12. Termination for cause or without consent. If the employment
of an optionee by PLC is terminated (a) for cause or (b)
voluntarily on the part of the employee and without the
written consent of PLC, any option held by that employee
under the Plan, to the extent not theretofore exercised,
shall forthwith terminate. For this purpose, termination
for cause shall mean termination of employment by reason of
the optionee's willful breach or habitual neglect of their
duties as an officer or employee of PLC, or the optionee's
commission of a felony, fraud or willful misconduct that has
resulted, or is likely to result, in material damage to PLC,
all as the Committee in it sole discretion may determine.
The option agreement may contain such provisions as the
Committee shall approve with reference to the effect of
approved leaves of absence.
13. Death of optionee. Notwithstanding any other provision of
the Plan, if an optionee shall die (a) while in the
employment of PLC or (b) within three months after the
termination of employment because of the disability of the
optionee, the optionee's Option may be exercised to the
extent the optionee would have been entitled to do so on the
date of the optionee's death or such termination of
employment, by the person or persons to whom the optionee's
rights under the Option pass by will or otherwise, or if no
such person has such right, by the optionee's executors or
administrators, at any time, or from time to time, within
twelve months after the date of the death of optionee but in
no event after the expiration date set forth in the option
agreement.
14. Adjustment upon changes in capitalization. In the event of
any change in the Stock by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation,
liquidation, split-up, combination or exchange of shares,
acquisition of property or stock, or any rights offering to
purchase stock at a price substantially below market value,
or of any similar change affecting the Stock, then the
number and kind of shares which may thereafter be optioned
and sold under the Plan and the number and kind of shares
subject to option in outstanding option agreements and the
purchase price per share may be adjusted appropriately
consistent with such change in such manner as the Committee
may deem equitable to prevent substantial dilution or
enlargement of the rights granted to, or available for,
participants in the Plan.
15. Shareholder's Agreement. The Committee shall require the
optionee to sign, prior to and as a condition precedent to
the issuance of any shares hereunder, PLC's then existent
stockholder's agreement, in such form as the Committee may
specify, in which the optionee (a) represent the shares
acquired by the optionee are being acquired for investment
and not with a view to the sale or distribution thereof, (b)
grant to PLC and to PLC's shareholders, a right of first
refusal, in accordance with the terms to be established by
the Committee, on any transfer of shares of stock acquired
by exercise of an Option.
16. Restrictions on Disposition of Shares. Certificates for
shares of Stock delivered under the Plan may be subject to
stop-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations or other
requirements of the Securities and Exchange Commission, any
stock exchange upon which the Stock is then listed, or any
applicable federal or state securities laws, and the
Committee may cause a legend to be placed on any such
certificates to make appropriate reference to such
restrictions.
17. Compliance with Laws and Regulations. The Plan, the grant
and exercise of Options, and the obligations of PLC to sell
and deliver shares under Options, shall be subject to all
applicable federal and state laws, rules and regulations and
to such approvals by any government agency that may be
required. PLC shall not be required to issue or deliver any
certificates for shares of Stock prior to (a) the listing of
such shares on any stock exchange with the Stock may then be
listed and (b) the completion of any registration or
qualification of such shares under any federal or state law,
or any rule or regulation of any governmental body which PLC
shall, in its sole discretion, determine to be necessary or
advisable.
18. Amendment and termination. Unless the Plan shall
theretofore have been terminated as hereinafter provided, it
shall terminate ten years from the Effective Date, and no
Option shall be granted after that date. The Board may
terminate or suspend the Plan or make such modifications or
amendments thereof as it shall deem advisable, or in order
to conform to any change in any law or regulation applicable
thereto; provided, however, that the Board may not, without
further approval by the holders of a majority of the
outstanding stock of PLC having general voting power, (a)
increase the maximum number of shares as to which options
may be granted under the Plan, (b) change the class of
employees eligible to be granted options, (c) increase the
periods during which options may be granted or exercised, or
(d) provide for the administration of the Plan otherwise
than by the Committee. No termination, modification, or
amendment of the Plan may, without the consent of the
employee to whom any option shall theretofore have been
granted, adversely affect the rights of such employee under
such option.
