Exhibit 10.15
2000 STOCK OPTION PLAN
OF
ADVANCED PHOTONIX, INC.
(As adopted by the Board of Directors as of July 24, 2000)
1. The Plan. This 2000 Stock Option Plan (the "Plan") is intended to encourage
ownership of stock of Advanced Photonix, Inc. (which together with its
subsidiaries is hereinafter referred to as the "Corporation") by employees and
directors of, and consultants and advisors to, the Corporation and its
subsidiaries and to provide additional incentive for them to promote the success
of the business of the Corporation.
2. Stock Subject to the Plan. Except as otherwise provided herein, the total
number of shares of Class A Common Stock, par value $.001 per share, of the
Corporation (the "Stock") which may be issued pursuant to the exercise of
options granted hereunder ("Options") shall be One Million, Five Hundred
Thousand (1,500,000). Such shares of Stock may be, in whole or in part, either
authorized and unissued shares or treasury shares as the Board of Directors of
the Corporation (the "Board") shall from time to time determine. If an Option
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares covered thereby shall (unless the Plan shall have been
terminated) again be available for Options under the Plan.
3. Administration of the Plan. The Plan shall be administered by the Board which
shall have plenary authority, in its discretion, to determine the employees and
directors of, and consultants and advisors to, the Corporation and its
subsidiaries to whom Options shall be granted ("Optionees"), the number of
shares to be subject to each Option (subject to the provisions of Paragraph 2),
the option exercise price (the "Exercise Price") (subject to the provisions of
Paragraph 7), the vesting schedule of each option, whether an Option is intended
to be an incentive stock option (an "ISO") within the meaning of Section 422 of
the Internal Revenue Code (the "Code") or whether it is intended not to be an
ISO (a "Non ISO") and the other terms of each Option. Acts approved at a meeting
by a majority of the members of the Board or acts approved in writing by the
unanimous consent of the members of the Board shall be the valid acts of the
Board. The Board shall have plenary authority, subject to the express provisions
of the Plan, to interpret the Plan, to prescribe, amend and rescind any rules
and regulations relating to the Plan and to take such other action in connection
with the Plan as it deems necessary or advisable. The interpretation and
construction by the Board of any provisions of the Plan or of any Option granted
thereunder shall be final and no member of the Board shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option granted thereunder by the Board.
4. Employees Eligible for Options. All employees and directors of, and
consultants and advisors to, the Corporation shall be eligible for Options,
except that only employees of the Company shall be eligible for ISO's. In making
the determination as to persons to whom Options shall be granted, the number of
shares to be covered by such Options, and the other terms and conditions of the
Options, the Board shall take into account such persons' duties, their present
and potential contributions to the success of the Corporation, and such other
factors as it shall deem relevant in connection with accomplishing the purpose
of the Plan.
5. Term of Plan. The Plan shall terminate on, and no Options shall be granted
after, July 24, 2010 provided that the Board may at any time terminate the Plan
prior thereto.
6. Maximum Option Grant. Subject to the provisions of Section 2 above, the
number of shares of Stock for which any individual may be granted Options shall
be unlimited.
7. Exercise Price. Each Option shall state the exercise price, which shall be
such price as the Board in its discretion may determine; provided, however, that
in the case of ISOs, the exercise price shall be not less than 100% of the fair
market value of the Stock on the date of the granting of the Option, nor less
than 110% of such fair market value in the case of an ISO granted to an
individual who, at the time the Option is granted, is a 10% Holder (as
hereinafter defined). The fair market value of shares of Stock shall be
determined by the Board and shall be (i) the closing price of the Stock on the
American Stock Exchange on the date of the granting of the Option, or (ii) if
the Stock did not trade on such date, the mean between the high bid and low
asked prices.
8. Term of Options. The term of each Option granted under this Plan shall be for
a maximum of ten years from the date of granting thereof, and a maximum of five
years in the case of an ISO granted to a 10% Holder, but may be for a lesser
period or be subject to earlier termination as hereinafter provided.
9. Exercise of Options. Except as otherwise provided by the Board, an Option may
be exercised from time to time as to any part or all of the Stock covered
thereby, provided, however, that an Option may not be exercised (a) as to less
than 100 shares at any time (or as to less than the remaining shares then
purchasable under the Option, if less than 100 shares), and (b) prior to the
expiration of at least six months from the date of grant. The Exercise Price
shall be paid in full at the time of the exercise of an Option (i) in cash or
(ii) by the transfer to the Corporation of shares of its Stock with a fair
market value (as determined by the Board) equal to the purchase price of the
Stock issuable upon exercise of such Option. The holder of an Option shall not
have any rights as a stockholder with respect to the Stock issuable upon
exercise of an Option until certificates for such Stock shall have been
delivered to him after the exercise of the Option.
10. Non-Transferability of Options. Except as provided in the following
sentence, an Option shall not be transferable otherwise than by will or the laws
of descent and distribution and is exercisable during the lifetime of the of an
Option only by him or his guardian or legal representative. Non ISO's will be
transferable to members of an Optionee's immediate family, including trusts for
the benefit of such family members and partnerships in which such family members
are the only partners ("Permitted Transferees"). A transferred Option would be
subject to all of the same terms and conditions as if such Option had not been
transferred.
11. Form of Option. Each Option granted pursuant to the Plan shall be evidenced
by an agreement (the "Option Agreement") which shall clearly identify the status
of the Options granted thereunder (i.e., whether an ISO or Non ISO) and which
shall be in such form as the Board shall from time to time approve. The Option
Agreement shall comply in all respects with the terms and conditions of the Plan
and may contain such additional provisions, including, without limitation,
restrictions upon the exercise of the Option, as the Board shall deem advisable.
12. Termination of Options. No Option shall be exercisable after the first to
occur of the following:
a. Expiration of the Option term specified in the Option, which in no event
shall exceed (A) ten years from the date of grant, or (B) in the case of an
ISO granted to an Optionee who is a 10% Holder, five years from the date of
the grant;
b. (i) In the case of a non ISO, six (6) months from the date of termination
or cessation of employment of the Optionee for any reason; or (ii) in the
case of an ISO, six (6) months after the date the Optionee ceases to be an
employee of the Company due to the Optionee's disability (within the
meaning of Section 22(e)(3) of the Code) or death, or three (3) months
following the date the Optionee ceases to be an employee of the Company for
any reason other than disability or death.
c. The date, if any, set by the Board to be an accelerated expiration date
pursuant to the provisions of Paragraph 17 below.
13. Termination or Cessation of Employment. For purposes of the Plan, the
termination of membership on the Board in the case of a director who is not
otherwise an employee of the Company, or the termination of the contractual
relationship between the Corporation and a consultant or advisor shall be deemed
a termination or cessation of employment.
14. Limit on Exercise of Incentive Stock Options. The aggregate Fair Market
Value (determined as of the time Options are granted) of the Shares of Stock
with respect to which ISO's may first become exercisable by an Optionee in any
one calendar year under the Plan and under any other plan of the Corporation or
any subsidiary of the Corporation shall not exceed $100,000. The limits imposed
by this Paragraph 14 shall apply only to ISO's granted under the Plan, and not
to any other Options. In the event an individual receives an Option intended to
be an ISO which is subsequently determined to have exceeded the limit set forth
above, or if any individual is granted an Option intended to be an ISO that
first become exercisable in a calendar year for Option Shares that have an
aggregate fair market value (determined as of the time the Options are granted)
that exceeds the limit set forth above, the Options for Option Shares in excess
of the limit shall be treated as Non ISO's.
15. Stock Dividends or Recapitalization. In the event of a stock dividend paid
in shares of the class of stock subject to any Option outstanding hereunder, or
recapitalization, reclassification, split-up or combination of shares with
respect to said class of stock, the Board shall have the power to make
appropriate adjustments of the exercise price under such option and of the
number and kind of shares as to which such Option is then exercisable, to the
end that the Optionee's proportionate interest shall be maintained as before the
occurrence of such event, and in any case an appropriate adjustment shall also
be made in the total number and kind of shares of stock reserved for the future
granting of Options under this Plan. Any such adjustment made by the Board
pursuant to this Plan shall be binding upon the holders of all unexpired Options
outstanding hereunder. Anything in the foregoing to the contrary
notwithstanding, no such adjustment shall be made with respect to any Option
which is an ISO without the consent of the Optionee, if such adjustment would be
a modification of such Option within the meaning of Section 424(h) of the Code.
16. Mergers, Consolidation, Reorganization, Etc. If the Corporation shall become
a party to any corporate merger, agreement for the sale of substantially all of
its assets and property, separation or reorganization, the Board shall have the
power to make appropriate arrangements, which shall be binding upon the holders
of unexpired Options, for the substitution of new Options for any unexpired
Options then outstanding under this Plan, or for the assumption of any such
unexpired Options, which in the opinion of the Board maintain, to the maximum
extent practicable, the Optionee's proportionate interest as before the
occurrence of such event; provided, however, that such arrangements with respect
to ISO's shall meet the requirements of Sections 422 and 424(h) of the Code.
17. Liquidation or Dissolution of the Corporation.
a. In the event of the dissolution or liquidation of the Corporation, whether
voluntary or otherwise, and unless in connection therewith the obligations
of the Corporation under all outstanding Options granted under this Plan
have been assumed or replaced in accordance with Section 16 hereof, all
options outstanding under this Plan shall be exercised, if at all, within
the ninety day period commencing on the date specified in subparagraph (b)
below and shall be exercisable to the extent only of, and with respect to,
any or all shares for which they could have been exercised immediately
prior to such date. All Options not exercisable prior to the date specified
in subparagraph (b) shall terminate upon such date, and all Options
exercisable immediately prior to such date shall, to the extent not
exercised within the ninety-day period commencing on such date, terminate
at the end of such ninety-day period.
b. The date specified in this subparagraph (b) is the date of the earliest to
occur of the following events:
i. The entry, in a court having jurisdiction, of an order that the
Corporation be liquidated or dissolved;
ii. Adoption by the shareholders of the Corporation of a resolution
resolving that the corporation be liquidated or dissolved voluntarily;
or
iii. Adoption by the shareholders of the Corporation of a resolution to
the effect that the Corporation cannot, by reason of its liabilities,
continue its business and that it is advisable to liquidate or
dissolve the Corporation.
18. Shareholder and Stock Exchange Approval. This Plan is subject to and no
Options shall be exercisable hereunder until after the approval by the holders
of a majority of the Stock of the Corporation voting at a duly held meeting of
the stockholders of the Corporation within twelve months after the date of the
adoption of the Plan by the Board.
19. Amendment of the Plan. The Board shall have complete power and authority to
modify or amend the Plan (including the form of Option Agreement) from time to
time in such respects as it shall deem advisable; provided, however, that the
Board shall not, without the approval of the votes represented by a majority of
the outstanding Stock of the Corporation present or represented at a meeting
duly held in accordance with the applicable laws of the Corporation's
jurisdiction of incorporation and entitled to vote at a meeting of stockholders
or by the written consent of stockholders owning stock representing a majority
of the votes of the Corporation's outstanding stock, (i) increase the maximum
number of shares which in the aggregate are subject to Options under the Plan
(except as provided by Paragraph 15), (ii) extend the term of the Plan or the
period during which Options may be granted or exercised, (iii) reduce the
Exercise Price, in the case of ISOs below 100% (110% in the case of an ISO
granted to a 10% Holder) of the fair market value of the Stock issuable upon
exercise of Options at the time of the granting thereof, other than to change
the manner of determining the fair market value thereof, (iv) increase the
maximum number of shares of Stock for which any employee may be granted Options
under the Plan pursuant to Paragraph 6, (v) modify the requirements as to
eligibility for participation in the Plan, or (vi) with respect to options which
are ISOs, amend the plan in any respect which would cause such options to no
longer qualify for ISO treatment pursuant to the Code. No termination or
amendment of the Plan shall, without the consent of the individual Optionee,
adversely affect the rights of such Optionee under an Option theretofore granted
to him or under such Optionee's Option Agreement.
20. Taxes. The Corporation may make such provisions as it may deem appropriate
for the withholding of any taxes which it determines is required in connection
with any Options granted under the Plan. The Corporation may further require
notification from the Optionees upon any disposition of Stock acquired pursuant
to the exercise of Options granted hereunder.
21. Code References and Definitions. Whenever reference is made in this Plan to
a section of the Code, the reference shall be to said section as it is now in
force or as it may hereafter be amended by any amendment which is applicable to
this Plan. The term "subsidiary" shall have the meaning given to the term
"subsidiary corporation" by Section 424(f) of the Code. The term "10% Holder"
shall mean any person who, for purposes of Section 422 of the Code owns more
than 10% of the total combined voting power of all classes of stock of the
employer corporation or of any subsidiary corporation.
