EXHIBIT 10.41
UNIROYAL TECHNOLOGY CORPORATION
1995 NON-QUALIFIED STOCK OPTION PLAN
AS AMENDED THROUGH NOVEMBER 30, 2000
1. Purpose of the Plan.
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This Uniroyal Technology Corporation 1995 Non-Qualified Stock Option
Plan (the "Plan") is intended as an incentive to retain as independent directors
on the Board of Directors (the "Board") of Uniroyal Technology Corporation (the
"Company") persons of training, experience and ability, to encourage the sense
of proprietorship of such persons and to stimulate the active interests of such
persons in the development and financial success of the Company. It is further
intended that options issued pursuant to this Plan (the "Options") shall not be
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Shares and Options.
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Subject to adjustments provided in Paragraph 8 hereof, a total number
of up to the number of shares (the "Shares") of Common Stock, $.01 par value
("Stock"), of the Company calculated by multiplying the number of Directors (as
hereinafter defined) participating in the Plan by the number calculated pursuant
to Paragraph 3(b) hereof shall be subject to the Plan during the term of the
Plan; such number shall be recalculated at the beginning of each fiscal year of
the Company and at the time of any changes in the number of Directors
participating in the Plan to include the number of shares added to the Plan in
such fiscal year. The Shares subject to the Plan shall consist of authorized and
unissued shares or previously issued shares reacquired and held by the Company,
or any corporation or entity of which the Company directly or indirectly
controls 50% or more of the total combined voting power of all classes of its
stock having voting power (any such corporation or entity being hereinafter
referred to as a "Subsidiary"), and such number of Shares pursuant to the
preceding sentence shall be and hereby is reserved for sale for such purpose.
Any of such Shares that may remain unsold and that are not subject to
outstanding Options at the termination of the Plan shall cease to be reserved
for the purpose of the Plan, but until termination of the Plan the Company shall
at all times reserve a sufficient number of Shares to meet the requirements of
the Plan. Should any Option expire or be canceled prior to its exercise in full,
the Shares theretofore subject to such Option may not again be subjected to an
Option under the Plan.
3. Formula for Automatic Grant of Options.
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(a) Options shall be granted to each person who, as of the
dates set forth in Section 3(b) below, is a director of the Company (each such
person being hereinafter referred to as a "Director"). Each person to whom an
Option is granted under this Plan, or any successor to the rights of such person
under this Plan by reason of the death of the original grantee, hereafter shall
be referred to as an "Optionee." Each Option shall be evidenced by an option
agreement, in a form specified by the Board, containing terms and conditions
that are not inconsistent with this Plan or applicable laws ("Option
Agreement"). The Grant Date of such Option shall be stated in the Option
Agreement evidencing such Option (such date of grant being referred to herein as
the "Grant Date"). Neither the Plan nor any Option granted under the Plan shall
confer upon any person any right to continue to serve as a Director.
(b) Upon the later of adoption of the Plan or 30 days after an
individual shall initially become a Director or shall be reelected as a Director
(the "Grant Date"), such individual shall be granted an Option to purchase
10,000 Shares in the case of the initial grants upon adoption of this Plan,
5,000 Shares in the case of other grants prior to the 1999 annual meeting of the
stockholders and 35,000 Shares in the case of any grants thereafter. Such
Options shall be in addition to any options to purchase Shares to which any
Director may be entitled pursuant to any other plan of or arrangement with the
Company.
4. Option Price.
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(a) Each Option shall have an exercise price for the related
Shares that is equal to the Fair Market Value of such Shares (determined as set
forth in Section 4(b) below) on the Grant Date.
(b) The fair market value of a Share on the Grant Date ("Fair
Market Value") shall be (i) the highest closing price of the Stock on any
established national exchange or exchanges or the Nasdaq National Market (or its
successor system), whichever is applicable, on such date or, if no sale of Stock
is made on such date, the next preceding date on which there was a sale of such
Stock, or (ii) if the Stock is not listed on an established stock exchange or
the Nasdaq National Market, the closing price of the Stock in the New York
over-the-counter market as reported by the National Association of Securities
Dealers, Inc. for such date or, if no sale of Stock is reported for such date,
the next preceding date on which there was a reported sale of Stock.
5. Option Period.
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The Options granted under this Plan shall be for a term of three (3)
years from the date of granting of each Option (the "Option Period").
6. Exercise of Options: Certain Conditions to Grant.
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(a) An Option may be exercised in whole or in part at any time
beginning nine (9) months after the Grant Date.
(b) Method of Exercise: An Option granted under this Plan
shall be deemed exercised when the person entitled to exercise the Option (a)
delivers written notice to the Secretary of the Company of the decision to
exercise, (b) concurrently tenders to the Company full payment for the Shares to
be purchased pursuant to the exercise (including applicable withholding taxes,
if any), and (c) complies with such other reasonable requirements as the Board
establishes pursuant to Section 9 of the Plan. Payment for Shares with respect
to which an Option is exercised may be made in cash, by certified check or
wholly or partially in the form of Common Stock having a Fair Market Value equal
to the exercise price; provided, however, that in lieu of cash, the holder of an
Option may, if the terms of such Option so provide and to the extent permitted
by applicable law, exercise an Option in whole or in part, by delivering to the
Company Shares (in proper form for transfer and accompanied by all requisite
stock transfer tax stamps or cash in lieu thereof) owned by such holder for at
least six (6) months prior to such delivery and having a Fair Market Value equal
to the cash exercise price applicable to that portion of the Option being
exercised by the delivery of such shares, the Fair Market Value of the Shares so
delivered to be determined as of the date immediately preceding the date on
which the Option is exercised, or as may be required in order to comply with or
to conform to the requirements of any applicable laws or regulations.
No person will have the rights of a shareholder with respect to Shares
subject to an Option granted under this Plan until a certificate or certificates
for the Shares have been delivered to him or her.
An Option granted under this Plan may be exercised in increments of not
less than ten (10) shares, or, if greater, ten percent (10%) of the full number
of Shares as to which it can be exercised. A partial exercise of an Option will
not affect the holder's right to exercise the Option from time to time in
accordance with this Plan as to the remaining Shares subject to the Option.
(c) Notwithstanding the foregoing payment provisions, the
Board may refuse to recognize the method of exercise set forth in Section 6(b),
if, in the opinion of counsel to the Company, (i) the Optionee is, or within the
six (6) months preceding such exercise was, subject to reporting under Section
16(a) of the Exchange Act, and (ii) there is a substantial likelihood that the
method of exercise selected by the Optionee would subject the Optionee to
substantial risk of liability under Section 16 of the Exchange Act.
(d) Notwithstanding any provision herein to the contrary, in
the event a Director is removed as a director of the Company as a result of his
or her permanent and total disability (as defined in Section 22(e)(3) of the
Code), he or she may, but only within the period of time one (1) year from the
date of such removal (but not later than the expiration of the Option Period),
exercise his or her Option to the extent he or she was entitled to exercise it
at the date of such removal. To the extent the Optionee was not entitled to
exercise the Option at the date of such removal, or if he or she does not
exercise such Option (which he or she was entitled to exercise) within the time
specified herein, the Option shall terminate.
(e) In the event of the death of an Optionee during his or her
term of service as a Director of the Company, to the extent the Optionee was
entitled to exercise the Option at the time of his or her death, the Option may
be exercised within a one-year period following the date of death (but not later
than the expiration of the term of the Option) by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance.
To the extent the Optionee was not entitled to exercise the Option at the date
of his or her death, the Option shall terminate.
(f) Termination of Services: If a Director ceases continuous
service as a Director for any reason other than death or disability (such
disability being determined by the Board in its sole discretion, provided that
no Director shall participate in any such determination relating to himself or
herself), all Options held by the Director shall lapse on the earlier of the end
of the Option Period or ninety (90) days following the effective date of the
termination of the Director's services to the Company. The Option may be
exercised only for the number of Shares for which it could have been exercised
on such termination date, subject to any adjustment under Section 8.
7. Non-Transferability of Options.
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Except as hereinafter provided, no Option and no rights or interest
therein shall be assignable or transferable by an Optionee and may not be sold,
pledged, encumbered or otherwise alienated or hypothecated, otherwise than by
will or the laws of descent and distribution, and during the lifetime of an
Optionee, Options are exercisable only by the Optionee or his or her legal
representative. The Board may, in its discretion, authorize all or a portion of
any Option granted to an Optionee to be on terms which permit transfer by such
Option to (i) the Optionee's spouse, former spouse, children, grandchildren or
any other member of the Optionee's immediate family (collectively, "Immediate
Family Members"); (ii) a trust or trusts for the exclusive benefit of any
Immediate Family Members; (iii) one or more family partnerships, family limited
partnerships, family limited liability companies or similar entities of which
or in which any Immediate Family Members and/or the Optionee are the only
partners, members, shareholders or other owners; or (iv) such other persons or
entities permitted by the Board in its discretion; provided that (x) the Option
Agreement pursuant to which such Option is granted must expressly provide for
transferability in a manner consistent with this Section 7; (y) any transfer of
an Option shall be in accordance with any other terms, conditions, rules and
limitations prescribed by the Board; and (z) subsequent transfers of previously
transferred Options shall be prohibited, otherwise than by will or the laws of
descent and distribution. Following the valid transfer of any Option, the
transferred Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to such transfer, provided that
the applicable transferee of such Option shall be treated under the Plan and
the applicable Option Agreement as the Optionee, except that the terms of
paragraphs (d), (e) or (f) of Section 6 hereof, dealing with exercise of an
Option following termination of a Director's service with the Company (and any
similar terms and conditions of the applicable Option Agreement), shall
continue to be applied with respect to the original Optionee, so that following
any such termination, any transferee of the original Optionee's Option may only
exercise such Option for the period specified in such paragraphs (and any
similar terms and conditions of the applicable Option Agreement).
8. Adjustments.
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(a) The existence of the Plan and the Options granted
hereunder shall not affect or restrict in any way the right or power of the
Board or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
the Stock or the rights thereof, the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding.
(b) In the event of any change in capitalization affecting the
Stock, such as a stock dividend, stock split, extraordinary dividend payable in
cash or other property, recapitalization, merger, consolidation, split-up,
combination, exchange of shares, other form of reorganization, or any other
change affecting the Shares, the Board, in its discretion, may make
proportionate adjustments it deems appropriate to reflect such change with
respect to (i) the maximum number of Shares which may be sold or awarded to any
Optionee, (ii) the number of Shares covered by each outstanding Option, and
(iii) the price per share in respect of the outstanding Options. Notwithstanding
the foregoing, the Board may increase the aggregate number of Shares for which
Options may be granted under the Plan solely to reflect the change, if any, of
the capitalization of the Company.
9. Securities Laws Restrictions.
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The Company shall have no obligation to register Shares covered by the
Plan under the Securities Act of 1933, as amended. Whether or not the Options
and Shares covered by the Plan have been registered under the Securities Act of
1933, as amended, each person exercising an Option under the Plan may be
required by the Company to give a representation in writing that he or she is
acquiring Shares for his or her own account for investment and not with a view
to, or for sale in connection with, the distribution of any part thereof. As a
condition of any transfer of the certificate evidencing Shares, the Company may
require such other agreements or undertakings, if any, that it may deem
necessary or appropriate to ensure compliance with any provisions of the Plan or
any law or regulation. Certificates for Shares delivered under the Plan may be
subject to such stock-transfer orders and other restrictions as counsel for the
Company may deem advisable under the rules, regulations, and other requirements
of the Securities and Exchange Commission, any stock exchange or other market
upon which the Stock is then listed, and any applicable federal or state
securities law. The Company may cause a legend or legends to be placed on any
such certificates to refer to such restrictions.
10. Amendment, Modification, Suspension or Discontinuance of this
Plan.
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(a) Except as set forth in Sections 10(b), 10(c) and 10(d)
below, without shareholder approval, the Board may at any time amend, modify,
suspend, discontinue or terminate the Plan, including, without limitation, for
the purpose of meeting or addressing any changes in legal requirements or for
any other purpose permitted by law.
(b) Except as set forth in Section 10(c) below, to comply with
the restrictions set forth in Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities and Exchange Act of 1934, as amended,
or any successor rule ("Rule 16b-3"), and to comply with the Code and
accompanying regulations, but subject to changes in law or other legal
requirements (including any change in the provisions of Rule 16b-3 and the Code
and accompanying regulations that would permit otherwise), the Board must obtain
approval of the stockholders of the Company to make any amendment that would (i)
increase the aggregate number of shares of Stock that may be issued under the
Plan pursuant to Sections 2 and 3 of the Plan (except for adjustments pursuant
to Section 8 of the Plan), (ii) modify materially the requirements as to
eligibility for participation in the Plan, or (iii) increase materially the
benefits accruing to the Optionees under the Plan, including, but not limited
to, an increase in the number of Shares subject to an Option, a reduction in the
Option exercise price described in Section 4(a) hereof, an extension of the
period during which Options may be granted or exercised under the Plan or a
change in the vesting period or timing of Option grants.
(c) Notwithstanding Sections 10(a) and 10(b), under no
circumstances may the Board amend, alter, discontinue or terminate the Plan so
as to impair the vested rights of Optionees under any Option theretofore granted
under the Plan with or without their written consent.
11. Government Regulations.
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The Plan, and the granting and exercise of Options thereunder, and the
obligation of the Company to sell and deliver Shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies, national securities exchanges or other markets as
may be required.
12. Costs of Plan; Plan Unfunded.
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The costs and expenses of administering the Plan shall be borne by the
Company. The Plan shall be unfunded. Neither the Company nor the Board shall be
required to establish any special or separate fund or to make any other
segregation of assets to assure the issuance of Shares upon exercise of any
Option under the Plan and issuance of Shares upon exercise of Options shall be
subordinate to the claims of the Company's general creditors. Proceeds from the
sale of Shares pursuant to Options shall constitute general funds of the
Company. None of the Company, any subsidiary of the Company or the Board shall
be deemed to be a trustee of any amounts to be paid under the Plan.
13. Governing Law.
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The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Florida.
14. Effective Date.
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The Plan shall be effective as of February 14, 1996, the date on which
it was approved by a majority of the Company's stockholders.
15. Termination or Suspension of the Plan.
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If the Plan is suspended or terminated by the Board pursuant to Section
10 hereof, the Plan shall terminate at the close of business on the date of such
Board action. Options may not be granted while the Plan is suspended or after it
is terminated. Rights and obligations under any Option granted while the Plan is
in effect shall not be altered or impaired by suspension or termination of the
Plan, except upon the written consent of the person to whom the Option was
granted. The power of the Administrator to construe and administer any Options
granted prior to the termination or suspension of the Plan nevertheless shall
continue after such termination or during such suspension.
With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of the Plan or action by
the Board fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Board.
16. Interpretation.
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(a) If any provision of the Plan is held invalid for any
reason, such holding shall not affect the remaining provisions hereof, but
instead the Plan shall be construed and enforced as if such provision had never
been included in the Plan.
(b) Headings contained in this Agreement are for convenience
only and shall in no manner be construed as part of this Plan.
(c) Any reference to the masculine,feminine, or neutergender
shall be a reference to such other gender as is appropriate.
17. Taxes; Compliance with Law; Approval of Regulatory Bodies.
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The Company, if necessary or desirable, may pay or withhold the amount
of any tax attributable to any Shares deliverable or amounts payable under this
Plan, and the Company may defer making any such delivery or payment until it is
indemnified to its satisfaction or paid for that tax in accordance with such
procedures as may be adopted by the Board.
Options are exercisable, and Shares can be delivered under this Plan,
only in compliance with all applicable federal and state laws and regulations,
including, without limitation, state and federal securities laws, and the rules
of all stock exchanges or other markets on which the Company's stock is listed
at any time. An Option is exercisable only if either (a) a registration
statement pertaining to the Shares to be issued upon exercise of the Option has
been filed with the Securities and Exchange Commission and has become effective
and remains effective on the date of exercise, or (b) an exemption from the
registration requirements of applicable securities laws is available. This 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
shall be subject to such transfer restrictions, as the Board deems advisable to
assure compliance with federal and state laws and regulations and with the
requirements of this Section. Each Option may not be exercised, and Shares may
not be issued under this Plan, until the Company has obtained the consent or
approval of every regulatory body, federal or state, having jurisdiction over
such matters as the Board deems advisable.
Each person who acquires the right to exercise an Option by bequest or
inheritance may be required by the Board to furnish reasonable evidence of
ownership of the Option as a condition to his exercise of the Option. In
addition the Board may require such consents and releases of taxing authorities
as the Board deems advisable.
18. Liability of the Company.
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The Company, its parent and any Subsidiary that is in existence or
hereafter comes into existence shall not be liable to any person for any tax
consequences expected but not realized by an Optionee or other person due to the
exercise of an Option.
19. Duration of Plan.
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Options may be granted under this Plan only during the 10 years
immediately following the effective date of this Plan, unless the Plan is
terminated earlier pursuant to Sections 10 and 15 hereof.
20. Miscellaneous.
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(a) By accepting any benefit under the Plan, each Optionee and
each person claiming under or through such Optionee shall be conclusively deemed
to have indicated his or her acceptance and ratification of, and consent to, all
of the terms and conditions of the Plan and any action taken under the Plan by
the Company, the Board or their delegees.
(b) No person shall have any rights or claims under the Plan
except in accordance with the provisions of the Plan and any Option Agreement.
Except as expressly provided for in the Plan, no Director or other person shall
have any claim or right to be granted an Option under the Plan.
