<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1996
REGISTRATION NO. 333-2068
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
AUTONOMOUS TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 59-2554729
(State of incorporation) (I.R.S. Employer Identification No.)
520 NORTH SEMORAN BOULEVARD, SUITE 180
ORLANDO, FLORIDA 32807
(Address, of Principal Executive offices)
AUTONOMOUS TECHNOLOGIES CORPORATION
1995 STOCK OPTION PLAN
AND
AUTONOMOUS TECHNOLOGIES CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Monty K. Allen
Autonomous Technologies Corporation
520 North Semoran Boulevard, Suite 180
Orlando, Florida 32807
(Name and address of agent for service)
(407) 282-1262
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Amount to Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered be Registered Price Per Share Aggregate Offering Price Registration Fee
--------------------------- ------------- ------------------------- ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 1,125,000
$0.01 value shares (1) $4.25 (1) $2,590,727 $894.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), upon the basis of the last sale of the Common Stock
reported on the Nasdaq National Market System on October 1, 1996. Pursuant to
Rule 416(c) under the Securities Act, the Registration Statement also covers an
indeterminate amount of securities to be offered or sold as a result of any
adjustments from stock splits, stock dividends or similar events.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Autonomous Technologies Corporation 1995 Stock Option
Plan (the "1995 OPTION PLAN") and the Autonomous Technologies Corporation 1996
Employee Stock Purchase Plan ("1996 PURCHASE PLAN"), pursuant to Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "SECURITIES ACT"). The 1995
Option Plan and the 1996 Purchase Plan are also referred to herein as the
"PLANS" or singularly as a "PLAN."
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
------------------------------------------------
Autonomous Technologies Corporation (the "REGISTRANT") is subject to the
informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "COMMISSION"). The following
documents, which are filed with the Commission, are incorporated in this
Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
(3) The description of the Common Stock, par value $.01 per share,
contained in a registration statement filed on Form 8-A under the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all shares of the Common Stock offered
hereby (the "SHARES") have been sold or which deregisters all shares then
remaining unsold, shall be deemed to be incorporated by reference herein and
shall be a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
--------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
Not applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
The Registrant is empowered by Section 607.0850 of the Florida Business
Corporation Act (the "FLORIDA ACT"), subject to the procedures and limitations
stated therein, to indemnify any person who was or is a party to any proceeding
other than any action by, or in the right of, the corporation, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against liability incurred in connection with
such proceeding, including any appeal thereof, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, in the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense or litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable unless, and only to the extent
that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
The Registrant also has secured insurance on behalf of its executive
officers and Directors for certain liabilities which may arise out of their
actions in such capacities.
The Board of Directors of the Registrant has adopted resolutions to
indemnify and hold harmless any of its employees, officers or directors serving
the Plans as a plan administrator or trustee against any liabilities, costs and
expenses which may be incurred by reason of their serving in such capacities.
In accordance with the provisions of the Florida Act, Article XI of the
Registrant's Third Amended and Restated Articles of Incorporation, authorizes
the Registrant to indemnify any director or officer of the Registrant, in the
manner set forth and provided in the bylaws of the Registrant, to the fullest
extent permitted by the laws of the State of Florida.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS.
--------
The exhibits filed as part of this Registration Statement are as follows:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 --Third Amended and Restated Articles of Incorporation of
Autonomous Technologies Corporation
5.1 --Opinion of Akerman, Senterfitt & Eidson, P.A.
15.1 --Letter of Consent from Arthur Andersen LLP.
23.1 --Consent of Akerman, Senterfitt & Eidson, P.A. Reference is
made to Exhibit 5.1
24.1 --Power of Attorney. Reference is made to the signature
page hereto.
99.1 --Autonomous Technologies Corporation 1995 Stock Option
Plan.
99.2 --Autonomous Technologies Corporation Employee 1996 Stock
Purchase Plan.
ITEM 9. UNDERTAKINGS.
------------
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales of Shares are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reelected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) of, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
4
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2. The Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
related to the securities offered therein, and the offering of such securities
at such time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida on the 7th day of October,
1996.
AUTONOMOUS TECHNOLOGIES
CORPORATION
By:/s/ Randy W. Frey
---------------------------
Randy W. Frey
Chairman, President and
Chief Executive Officer
5
<PAGE>
POWER OF ATTORNEY
We, the undersigned, officers and directors of AUTONOMOUS TECHNOLOGIES
CORPORATION, hereby severally constitute RANDY W. FREY and MONTY K. ALLEN, and
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all amendments to said Registration Statement and generally to do
all such things in our name and behalf in our capacities as officers and
directors to enable AUTONOMOUS TECHNOLOGIES CORPORATION to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their capacities and on
the date indicated.
Signature Title Date
- --------------------------- ----------------------------------------- --------
[S] [C] [C]
/s/Randy W. Frey Chairman of the Board, Director, 09/30/96
- --------------------------- President and Chief Executive Officer
Randy W. Frey
/s/ Richard C. Capozza Director, Executive Vice President, and 09/23/96
- --------------------------- Chief Operating Officer
Richard C. Capozza, Ph.D.
/s/ Monty K. Allen Vice President, Treasurer and Chief 10/1/96
- --------------------------- Financial Officer
Monty K. Allen
/s/ G. Richard Downes, Jr. Director and Vice President, Science and 09/30/96
- --------------------------- Technology
G. Richard Downes
/s/ G. A. Herbert Director 09/24/96
- ---------------------------
G. Arthur Herbert
/s/Stanley Ruffett Director 09/23/96
- ---------------------------
Stanley Ruffett
/s/ Timothy Barabe Director 09/27/96
- ---------------------------
Timothy Barabe
6
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Richard H. Keates Director 09/24/96
- ---------------------------
Richard H. Keates, M.D.
7
<PAGE>
EXHIBIT 4.1
THIRD AMENDED AND RESTATED
--------------------------
ARTICLES OF INCORPORATION
--------------------------
OF
--
AUTONOMOUS TECHNOLOGIES CORPORATION
-----------------------------------
The undersigned, acting in his capacity as the Chairman of the Board of
Directors (the "BOARD") and President of Autonomous Technologies Corporation, a
Florida corporation (the "CORPORATION"), on behalf of the Corporation, has
executed these Third Amended and Restated Articles of Incorporation (these
"THIRD RESTATED ARTICLES"), as adopted by the Board on behalf of the Corporation
on August 14, 1996, without shareholder action, as authorized by Sections
607.1002 and 607.1007 of the Florida Statutes.
These Third Restated Articles amend, restate and supersede in the entirety
the Corporation's Second Amended and Restated Articles of Incorporation, as
filed with the Florida Department of State (the "DEPARTMENT") on March 8, 1996
(the "SECOND RESTATED ARTICLES"). The Second Restated Articles amended,
restated and superseded in the entirety the Corporation's First Amended and
Restated Articles of Incorporation (the "FIRST RESTATED ARTICLES") as filed with
the Department also on March 8, 1996 immediately prior to the filing of the
Second Restated Articles. The First Restated Articles amended, restated and
superseded in the entirety the Corporation's Articles of Incorporation as filed
with the Department on July 30, 1985 and made effective July 23, 1985 (the
"INITIAL ARTICLES"), as such Initial Articles had been amended by Articles of
Amendment filed with the Department on March 5, 1993, October 1, 1993, May 27,
1994, and October 5, 1995.
These Third Restated Articles (i) amend the provisions of Article IV of the
Second Restated Articles in order to delete the detailed provisions of the
rights, preferences, privileges, limitations and restrictions of four specified
series of preferred stock, as well as the specific series designations,
contained in the Second Restated Articles, since no shares of preferred stock of
the Corporation are issued and outstanding; (ii) amend the current provisions of
Article IV of the Second Restated Articles in order to change the par value for
the authorized shares of the Corporation's preferred stock from $ 1.00 per share
to $ 0.01 per share; and (iii) delete other information contained in the Second
Restated Articles that is solely of historical interest.
ARTICLE I
NAME AND ADDRESS
The name of the Corporation and the street address of both its initial and
current principal office are:
Autonomous Technologies Corporation
520 North Semoran Boulevard
Orlando, Florida 32807
<PAGE>
ARTICLE II
DURATION
The Corporation began its existence on July 23, 1985, which was the
effective date of the Initial Articles; and the Corporation shall have perpetual
existence.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any activities or business
permitted under the laws of the United States and the State of Florida.
ARTICLE IV
CAPITAL STOCK
The maximum number of shares of its common stock that the Corporation is
authorized to have outstanding at any one time is 15,000,000 shares, $ 0.01 per
share par value (the "COMMON STOCK"). The maximum number of shares of its
preferred stock that the Corporation is authorized to have outstanding at any
time is 1,000,000 shares, $ 0.01 per share par value (the "PREFERRED STOCK").
The consideration to be paid for each share shall be fixed by the Board and may
be paid in whole or in part in cash or other property, tangible or intangible,
or in labor or services actually performed or to be performed for the
Corporation, with a value, in the judgment of the directors, equivalent to or
greater than the full value of the shares.
COMMON STOCK. Subject to the rights of the Corporation's preferred stock
-------------
and except as otherwise provided by the laws of the State of Florida, the
holders of record of Common Stock shall share ratably in all dividends, payable
in cash, stock or otherwise, and other distributions, whether in respect of
liquidation or dissolution (voluntary or involuntary) or otherwise. The holders
of Common Stock shall be entitled to one vote per share of Common Stock held,
with respect to all matters to be voted on by the shareholders of the
Corporation.
PREFERRED STOCK. The Board is authorized to determine and alter the
----------------
rights, preferences, privileges, limitations and restrictions granted to and
imposed upon the Preferred Stock and any series thereof, and to fix the number
of shares and designation of any series of Preferred Stock. The Board, within
the limits and restrictions stated in any resolutions of the Board originally
fixing the number of shares constituting any series of Preferred Stock, may
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series.
2
<PAGE>
ARTICLE V
REGISTERED OFFICE AND AGENT
The name of the registered agent and the street address of the registered
office of the Corporation, as heretofore designated and reported to the Florida
Department of State, are:
William A. Grimm, Esq.
Akerman, Senterfitt & Ecidson, P.A.
255 South Orange Avenue
Orlando, Florida 32801
ARTICLE VI
BOARD OF DIRECTORS
The Corporation initially had one director, Rudolph William Frey, 574
Rosemont Street, Orlando, Florida 32807. The Corporation now has and may
continue to have as many directors as specified in the bylaws of the
Corporation, and the number of directors may be increased or decreased, from
time to time, by an amendment to the bylaws of the Corporation in the manner
provided by law, but shall never be less than one.
ARTICLE VII
INCORPORATOR
The name and address of the incorporator, who signed the Initial Articles,
are:
Rudolph William Frey
574 Rosemont Street
Orlando, Florida 32807
3
<PAGE>
ARTICLE VIII
DIRECTORS' AUTHORITY TO FIX COMPENSATION
The Board shall have authority to fix the compensation of the officers of
the Corporation.
ARTICLE IX
DIRECTOR CONFLICTS OF INTEREST
1. TRANSACTIONS INVOLVING DIRECTORS. No contract or other transaction
---------------------------------
between the Corporation and one or more of its directors, or between the
Corporation and any other corporation, firm, association, or other entity, in
which one or more of the directors of the Corporation are directors or officers,
or are financially interested, shall either be void or voidable for this reason
alone or by reason alone that such director or directors are present at the
meeting of the Board or of a committee thereof which approves such contract or
transaction, or that his or their votes are counted for such purpose, if:
(a) the fact of such common directorship, officership or
financial interest is disclosed or known to the Board or
committee, and the Board or committee approves such contract
or transaction by a vote sufficient for such purpose without
counting the vote or votes of such interested director or
directors; or
(b) such common directorship, officership or financial interest
is disclosed or known to the shareholders entitled to vote
thereon, and such contract or transaction is approved by a
vote of such shareholders; or
(c) the contract or transaction is fair and reasonable as to the
Corporation at the time it is approved by the Board, a
committee thereof, or the shareholders.
2. QUORUM. Common or interested directors may be counted in determining
------
the presence of a quorum at a meeting of the Board or of a committee thereof
which approves such contract or transaction.
ARTICLE X
INDEMNIFICATION
The Corporation is authorized to indemnify any director or officer, or
any former director
4
<PAGE>
or officer, in the manner set forth and provided for in the bylaws of the
Corporation, to the fullest extent permitted by the laws of the State of
Florida.
ARTICLE XI
SHAREHOLDER QUORUM AND VOTING
A majority of the shares entitled to vote, represented in person or in
proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders.
ARTICLE XII
REMOVAL OF DIRECTORS
At a meeting of shareholders called expressly for that purpose, any
director or the entire Board may be removed, with or without cause, by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors.
IN WITNESS WHEREOF, the undersigned has executed these Third Amended
and Restated Articles of Incorporation on this 26th day of August 1996.
/s/ Randy W. Frey
----------------------------------
Rudolph William Frey
Chairman of the Board of Directors
and President
5
<PAGE>
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
CITRUS CENTER
255 SOUTH ORANGE AVENUE
ORLANDO, FL 32801
(407) 843-7860
Fax: (407) 843-6610
October 7, 1996
Autonomous Technologies Corporation
520 N. Semoran Boulevard, Suite 180
Orlando, Florida 32807
Re: Autonomous Technologies Corporation 1995 Stock Option Plan
and Autonomous Technologies Corporation 1996 Employee Stock Purchase
Plan (collectively the "Plans") - Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 filed by you with
the Securities and Exchange Commission on October 7, 1996 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 1,125,000 shares of Common Stock of Autonomous Technologies
Corporation (the "Shares") to be distributed pursuant to the referenced Plans.
As your counsel in connection with this registration process, we have examined
the proceedings proposed to be taken in connection with said sale and issuance
of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states, where required, the Shares, when issued and sold in the
manner referred to in the Registration Statement, will be legally issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting part thereof, and
any amendment thereto and any registration statement for the same offering
covered by the Registration
<PAGE>
Statement that is to be effective upon filing pursuant to Rule 462(b) and all
post-effective amendments thereto.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
By: /s/ William A. Grimm
-------------------------------
WAG:et
<PAGE>
EXHIBIT 15.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement (File No. 333-2068) of
our report dated February 23, 1996, included in Autonomous Technologies
Corporation's Form S-1 and to all references to our firm included in this
registration statement.
Orlando, Florida
October 2, 1996
/s/Arthur Andersen LLP
<PAGE>
AUTONOMOUS TECHNOLOGIES CORPORATION
1995 STOCK OPTION PLAN
----------------------
Autonomous Technologies Corporation, a Florida corporation (the "Company"),
hereby adopts the 1995 Stock Option Plan (the "Plan") for its key employees,
officers and directors, in accordance with the following terms and conditions:
1. Purpose of the Plan. The purpose of the Plan is to advance the growth
-------------------
and development of the Company by affording an opportunity to executives,
consultants and key employees of the Company, as well as directors of the
Company and its affiliates, to purchase shares of the Company's common stock and
to provide incentives for them to put forth maximum efforts for the success of
the Company's business. The Plan is intended to permit certain designated stock
options granted under the Plan to qualify as incentive stock options under
Section 422A of the Internal Revenue Code of 1986.
2. Definitions. For purposes of this Plan, the following capitalized
-----------
terms shall have the meanings set forth below:
(a) "Board of Directors" means the board of directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as currently in
effect or as hereafter amended.
(c) "Company" means Autonomous Technologies Corporation, a Florida
corporation.
(d) "Eligible Employee" means all directors, consultants, officers, and
executive, managerial, and other key employees of the Company or any Parent or
Subsidiary. In order to be eligible for an Incentive Stock Option, a director or
a consultant must also be a common law employee of the Company as provided in
Section 422A of the Code; however, in order to be eligible for a Nonqualified
Stock Option, a director or consultant need not be a common law employee of the
Company.
(e) "Incentive Stock Option(s)" means a stock option granted to an
Eligible Employee to purchase shares of Stock which is intended to qualify as an
"incentive stock option," as defined in Section 422A of the Code.
<PAGE>
(f) "Nonqualified Stock Option(s)" means a stock option granted to an
Eligible Employee to purchase shares of Stock which is not intended to qualify
as an "incentive stock option" as defined in Section 422A of the Code.
(g) "Option" means any unexercised and unexpired Incentive Stock option
or Nonqualified Stock Option issued under this Plan, or any portion thereof
remaining unexercised and unexpired.
(h) "Option Agreement" means a written agreement by and between the
Company and an Optionee setting forth the terms and conditions of the Option
granted by the Board of Directors to such Optionee.
(i) "Optionee" means any Eligible Employee who is granted an Option as
provided in the Plan.
(j) "Parent" means any present or future "parent corporation" of the
Company as such term is defined in Section 425(e) of the Code and which the
Board of Directors of the Company has elected to be covered by the Plan.
(k) "Plan" shall mean the Company's Stock Option Plan.
(1) "Stock" means authorized and unissued shares of the Company's
Common Stock, or treasury shares of such class.
(m) "Subsidiary" means any present or future "subsidiary corporation"
of the Company, as such term is defined in Section 425(f) of the Code and which
the Board of Directors has elected to be covered by the Plan.
(n) Where applicable, the terms used in this Plan have the same meaning
as the terms used in the Code and the regulations and rulings issued thereunder
and pursuant thereto, with reference to Options.
(o) Wherever appropriate, words used in this Plan in the singular may
mean the plural, the plural may mean the singular and the masculine may mean the
feminine or neuter.
3. Stock Subject to Option.
-----------------------
2
<PAGE>
(a) Total Number of Shares. The total number of shares of Stock which
----------------------
may be issued by the Company to all Optionees under this Plan is 1,050,000
shares (after the 150-for-1 stock split effected February 14th, 1996; the
original plan's shares were 7,000). The total number of shares of Stock which
may be so issued may be increased only by a resolution adopted by the Board of
Directors and approved by the shareholders of the Company.
(b) Expired Options. If any Option granted under this Plan is
---------------
terminated or expires for any reason whatsoever, in whole or in part, the shares
(or remaining shares) of Stock subject to that particular Option shall again be
available for grant under this Plan.
4. Administration of the Plan.
--------------------------
(a) Board of Directors. This Plan shall be administered by the Board of
------------------
Directors who may, from time to time, issue orders or adopt resolutions, not
inconsistent with the provisions of the Plan, to interpret the provisions and
supervise the administration of the Plan. All determinations shall be by the
affirmative vote of a majority of the members of the Board of Directors at a
meeting called for such purpose, or reduced to writing and signed by a majority
of the members of the Board of Directors. Subject to the Company's Bylaws, all
decisions made by the Board of Directors in selecting Optionees, establishing
the number of shares and terms applicable to each option, and in construing the
provisions of this Plan shall be final, conclusive and binding on all persons,
including the Company, shareholders, Optionees, and purchasers of shares
pursuant to this Plan. No member of the Board of Directors shall be liable for
any action or determination made in good faith with respect to the Plan or an
Option granted hereunder.
(b) Stock Option Plan Committee. The Board of Directors may from time
---------------------------
to time appoint a Stock Option Plan Committee, consisting of not less than two
(2) directors (the "Committee"). The Board of Directors may delegate to such
Committee full power and authority to take any action required or permitted to
be taken by the Board of Directors under this Plan, subject to restrictions on
affiliate participation under the Securities Exchange Act of 1934, pertaining
to, among other things, Section 16(b). The Board of Directors may from time to
time, at its sole discretion, remove members from or add members
3
<PAGE>
to the Committee. Vacancies may be filled by the Board of Directors only. Where
the context requires, the Board of Directors shall mean the Committee, if
appointed, for matters dealing with administration of the Plan.
(c) Compliance with Internal Revenue Code. The Board of Directors (or
-------------------------------------
committee if appointed) shall at all times administer this Plan and make
interpretations hereunder in such a manner that Options granted hereunder
designated as Incentive Stock Options will meet the requirements of Section 422A
of the Code.
5. Selection of Optionees.
----------------------
(a) Discretion of the Board of Directors. In determining which Eligible
------------------------------------
Employees shall be offered Options, as well as the terms thereof, the Board of
Directors shall evaluate, among other things, (i) the duties and
responsibilities of Eligible Employees, (ii) their past and prospective
contributions to the success of the Company, (iii) the extent to which they are
performing and will continue to perform outstanding services for the benefit of
the Company, and (iv) such other factors as the Board of Directors deems
relevant.
(b) Limitation on Grant of Options. An Incentive Stock option may not
------------------------------
be granted to any optionee if the grant of such Option to such Optionee would
otherwise cause the aggregate fair market value (determined at the time the
Option is granted) of the Stock for which Options are exercisable for the first
time by such Optionee under all incentive stock option plans of the Company
during any calendar year to exceed $100,000. Nonqualified Stock Options may be
granted to Eligible Employees at the sole discretion of the Board of Directors.
6. Option Agreement. Subject to the provisions of this Plan, each Option
----------------
granted to an Optionee shall be set forth in an Option Agreement upon such terms
and conditions as the Board of Directors determines, including a vesting
schedule. Each such Option Agreement shall incorporate the provisions of this
Plan by reference. The date of the grant of an Option is the date specified in
the Option Agreement. Any Option Agreement shall clearly identify such Options
as Incentive Stock Options or Nonqualified Stock Options.
4
<PAGE>
7. Option Prices.
-------------
(a) Determination of Option Price. The option price for Stock shall
-----------------------------
not be less than one hundred percent (100%) of the fair market value of the
Stock on the date of the grant of such Option. The option price for Stock
granted to an Eligible Employee who possesses more than ten percent (10%) of the
total combined voting power of all classes of common stock of the Company shall
not be less than one hundred ten percent (110%) of the fair market value of the
Stock on the date of the grant of such Option.
(b) Determination of Fair Market Value. For the purpose of this Plan,
----------------------------------
the fair market value of the Stock on the date of granting an Option shall be
determined by the Board of Directors in accordance with the applicable
regulations under the Code.
(c) Determination of Stock Ownership. For purposes of paragraphs 7 and
--------------------------------
8, an optionee's common stock ownership shall be determined by taking into
account the rules of constructive ownership set forth in Section 425(d) of the
Code.
8. Term of Option. The term of an Option may vary within the sole
--------------
discretion of the Board of Directors, provided, however, that the term of an
Incentive Stock Option granted to an Eligible Employee shall not exceed ten (10)
years from the date of grant of such Incentive Stock Option. An Incentive Stock
Option may be cancelled only in connection with the termination of employment or
death of the Optionee (as more particularly described in paragraph 9 hereof). A
Nonqualified Stock Option may be cancelled only in connection with the
termination of employment (or consulting contract) or death of an Optionee, or
the removal or resignation of an Optionee who is a director.
9. Exercise of Option.
------------------
(a) Limitation on Exercise of Option. Except as otherwise provided
--------------------------------
herein, the Board of Directors, in its sole discretion, may limit an Option by
restricting its exercise in whole or in part to specified vesting periods or
until specified conditions have occurred. The vesting periods and any
restrictions will be set forth in the Option Agreement.
5
<PAGE>
(b) Exercise Prior to Cancellation. An Option shall be exercisable only
------------------------------
during the term of the Option as long as the Optionee is in "Continuous
Employment" with the Company or is continually on the Board of Directors of the
Company or any Subsidiary, or any successor thereof. Notwithstanding the
preceding sentence, as long as the Option's term has not expired, an Option
which is otherwise exercisable in accordance with its provisions shall be
exercisable
(i) for a period ending ninety (90) days after the Optionee's
Continuous Employment with the Company has terminated, unless the Optionee was
terminated for cause by the Company, in which case the Option terminates on
notice of termination of employment; or
(ii) for a period ending ninety (90) days after the removal or
resignation of the Optionee from the Board of Directors, on which such Optionee
has served; or
(iii) by the estate of the Optionee, within one (1) year after the
date of the Optionee's death, if the Optionee should die while in the Continuous
Employment of the Company or while serving on the Board of Directors of the
Company or any Subsidiary, or any successor thereof; or
(iv) within one (1) year after the Optionee's employment with the
Company terminates, if the Optionee becomes disabled during Continuous
Employment with the Company and such disability is the cause of termination.
For purposes of this Plan, the term "Continuous Employment" shall mean the
absence of any interruption or termination of employment (or termination of a
consulting contract) by the Company or any Parent or Subsidiary which now exists
or hereafter is organized or acquired by the Company. Continuous Employment with
the Company shall not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by the Company or in the
case of transfers between locations of the Company or between any Parent or
Subsidiary, or successor thereof. The term "cause" as used in this subparagraph
9(b) shall mean: (i) commission of a felony or a charge of theft, dishonesty,
fraud or embezzlement; (ii) failure to adhere to Company's reasonable directives
and
6
<PAGE>
policies, willful disobedience or insubordination; (iii) disclosing to a
competitor or other unauthorized person, proprietary information, confidences or
trade secrets of the Company or any Parent or Subsidiary; (iv) recruitment of
Company or any Parent or Subsidiary personnel on behalf of a competitor or
potential competitor of the Company, any Parent or Subsidiary, or any successor
thereof; or (v) solicitation of business on behalf of a competitor or potential
competitor of the Company, any Parent or Subsidiary, or any successor thereof.
(c) Method of Exercising an Option. Subject to the provisions of any
------------------------------
particular Option, including any provisions relating to vesting of an Option, an
Optionee may exercise an Option, in whole or in part, by written notice to the
Company stating in such written notice the number of shares of Stock such
Optionee elects to purchase under the Option, and the time of the delivery
thereof, which time shall be at least fifteen (15) days after the giving of such
notice, unless an earlier date shall have been mutually agreed upon. Upon
receipt of such written notice, the Company shall provide the Optionee with that
information required by the applicable state and federal securities laws. If,
after receipt of such information, the Optionee desires to withdraw such notice
of exercise, the Optionee may withdraw such notice of exercise by notifying the
Company, in writing, prior to the time set forth for delivery of the shares of
Stock. In no event may an Option be exercised after the expiration of its term.
An Optionee is under no obligation to exercise an Option or any part thereof.
(d) Payment for Option Stock. The exercise of any Option shall be
------------------------
contingent upon receipt by the Company of cash or certified bank check to its
order, shares of the Company's Common Stock or cancellation of a vested portion
of the Stock Option, or any combination of the foregoing in an amount equal to
the full option price of the shares of Stock being purchased. For purposes of
this paragraph 9, shares of the Company's Common Stock that are delivered in
payment of the option price shall be valued at their fair market value, as
determined under the provisions of the Plan. In the alternative, the Board of
Directors may, but is not required to, accept a promissory note, secured or
unsecured, in the amount of the option price made by the Optionee on terms and
conditions satisfactory to the Board of Directors.
7
<PAGE>
(e) Delivery of Stock to Optionee. Provided the optionee has
-----------------------------
delivered proper notice of exercise and full payment of the option price, the
Company shall undertake and follow all necessary procedures to make prompt
delivery of the number of shares of Stock which the Optionee elects to purchase
at the time specified in such notice. Such delivery, however, may be postponed
at the sole discretion of the Company to enable the Company to comply with any
applicable procedures, regulations or listing requirements of any governmental
agency, stock exchange or regulatory authority. As a condition to the issuance
of shares of Stock, the Company may require such additional payments from the
Optionee as may be required to allow the Company to withhold any income taxes
which Company deems necessary to insure the Company that it can comply with any
federal or state income tax withholding requirements.
10. Nontransferability of Options. Except as otherwise provided in
-----------------------------
paragraph 9(b)(iii) and (iv) hereof, an Option granted to an Optionee may be
exercised only during such Optionee's lifetime by such Optionee. An Option may
not be sold, exchanged, assigned, pledged, encumbered, hypothecated or otherwise
transferred except by will or by the laws of descent and distribution. No
Option or any right thereunder shall be subject to execution, attachment or
similar process by any creditors of the Optionee. Upon any attempted
assignment, transfer, pledge, hypothecation or other encumbrance of any Option
contrary to the provisions hereof, such Option and all rights thereunder shall
immediately terminate and shall be null and void with respect to the transferee
or assignee.
11. Compliance with the Securities Laws.
-----------------------------------
(a) Optionee's Written Statement. The Board of Directors may, in its
----------------------------
sole discretion, require that at the time an Optionee elects to exercise his
Option, he shall furnish a written statement to the Company that he is acquiring
such shares of Stock for investment purposes only and that he has no intention
of reselling or otherwise disposing of such Stock, along with a written
acknowledgment that the Option and the shares of Stock pertaining to the Option
are not registered under the Securities Act of 1933, as amended (the "Act"), the
Florida securities laws, or any other state securities laws. In the event that
shares of Stock subject to the Option are registered
8
<PAGE>
with the Securities and Exchange Commission, an Optionee shall no longer be
required to comply with this subparagraph 11(a).
(b) Registration Requirements. If at any time the Board of Directors
-------------------------
determines, in its sole discretion, that the listing, registration or
qualification of the shares of Stock subject to the Option upon any securities
exchange or under any state or federal securities laws, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance or purchase of shares
thereunder, then the Option may not be exercised, in whole or in part, unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained (and the same shall have been free of any conditions not
acceptable to the Board of Directors).
(c) Restrictions on Transfer of Shares. Subject to the Company's
----------------------------------
repurchase agreement and right of first refusal, as more particularly set forth
in paragraph 14 hereof, the shares of Stock acquired by an Optionee pursuant to
the exercise of an Option hereunder shall be freely transferable; provided,
however, that such shares of Stock may not be sold, transferred, pledged or
hypothecated, unless (i) a registration statement covering the securities is
effective under the Act and appropriate state securities laws, or (ii) an
opinion of counsel, satisfactory to the Company, that such sale, transfer,
pledge or hypothecation may legally be made without registration of such shares
under federal or state securities laws has been received by the Company.
(d) Restrictive Legend. In order to enforce the restrictions imposed
------------------
upon shares of Stock under this Plan, the Company shall make appropriate
notation in its stock records or, if applicable, shall issue an appropriate
stock transfer instruction to the Company's stock transfer agent. In addition,
the Company may cause a legend or legends to be placed on any certificates
representing shares of Stock issued pursuant to this Plan, which legend or
legends shall make appropriate reference to such restrictions in substantially
the following form:
The shares of Common Stock evidenced by this certificate have
been issued under the Autonomous Technologies Corporation 1995
Stock Option Plan (the
9
<PAGE>
"Plan") and are subject to the terms and provisions of such Plan.
These shares have not been registered under the Securities Act of
1933, as amended, the Florida Securities and Investor Protection Act
or any other state securities laws, and, therefore, cannot be sold
unless they are subsequently registered under the Act and any
applicable state securities laws, or unless an exemption from
registration is available.
These shares are subject to a repurchase option and right of first
refusal as set forth in the Plan, and any sale, transfer, gift,
pledge, or encumbrance of these shares is subject to this repurchase
agreement and right of first refusal.
12. Changes in Capital Structure of Company. In the event of a capital
---------------------------------------
adjustment resulting from a stock dividend, stock split, reclassification,
recapitalization, or by reason of a merger, consolidation, or other
reorganization in which the Company is the surviving corporation, the Board of
Directors shall make such adjustment, if any, as it may deem appropriate in the
number and kind of shares authorized by this Plan, or in the number, option
price and kind of shares covered by the Options granted. The Company shall give
notice of any adjustment to each Optionee and such adjustment shall be deemed
conclusive. The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Board of Directors, and
any such adjustment may provide for the elimination of fractional shares.
13. Reorganization, Dissolution or Liquidation. In the event of the
------------------------------------------
dissolution or liquidation of the Company, or any merger or combination in which
the Company is not a surviving corporation is involved, or the Company transfers
substantially all of its assets or property to another corporation, or in the
event any other corporation acquires control of the Company in a reorganization
within the meaning of Section 368(a) of the Code, all outstanding Options shall
thereupon terminate, unless such Options are assumed or substitutes therefor are
issued (within the meaning of Section 425(a) of the Code) by the surviving or
acquiring corporation in any such merger, combination or other
10
<PAGE>
reorganization. Notwithstanding the previous sentence, the Company shall give at
least fifteen (15) days written notice of such transaction to holders of
unexercised Options prior to the effective date of such merger, combination,
reorganization, dissolution or liquidation. The Board of Directors, in its sole
discretion, may elect to accelerate the vesting schedules of all Options
previously issued upon such notice, and the holders thereof may exercise such
Options prior to such effective date, notwithstanding any time limitation
previously placed on the exercise of such Options.
14. Option to Repurchase: Right of First Refusal.
--------------------------------------------
(a) Company's Option. Any Stock purchased pursuant to this Plan
----------------
shall be subject to an option to repurchase such Stock by the Company until the
Company becomes publicly held. Such option may be exercised by the Company
during said period only in the event of the voluntary termination of employment
or the involuntary termination of employment of the Optionee (except in the
event of a sale or liquidation of the Company in an acquisition), or in the
event of the resignation or removal of the Optionee from the Board of Directors
of the Company or any Parent, Subsidiary or successor thereof. The Company must
elect to exercise the option to repurchase within sixty (60) days following the
termination of the Optionee, otherwise such option shall expire. In order to
exercise the option, the Company must notify the optionee of its intent to
exercise its option by mailing a notice to the Optionee or the representative of
the Optionee's estate at the last address contained in the Company's files for
such Optionee. Such notice shall state that the Company intends to exercise its
option and shall state the purchase price per share which will be paid by the
Company and the date on which such option will be exercised, which date will not
be earlier than ten (10) days following the date of mailing said notice nor
later than sixty (60) days following the date (the "Termination") of termination
of employment, resignation or removal from the Board of Directors, or death of
the Optionee, as the case may be. The purchase price, in the case of termination
of employment or
11
<PAGE>
removal or resignation as a director, voluntarily or without cause, shall be the
fair market value of the Stock as determined by the Board of Directors as of the
date of the optionee's termination of employment or death. The purchase price,
in the case of termination of employment or removal as a Director for cause,
shall be the price paid by the Optionee for said shares. The purchase price
shall be evidenced by a promissory note, bearing interest at the applicable
federal rate under Section 1274(d) of the Code. Payments on said note shall
be.made in three (3) equal annual installments commencing six (6) months after
the Termination Date. The term "cause" as used in this paragraph shall mean a
determination by the Board of Directors that Optionee breached a material
agreement with the Company or committed an offense against the Company which
constituted a breach of fiduciary duty or a material civil tort.
(b) Right of First Refusal. Until the Company becomes publicly held,
----------------------
the Company will have the irrevocable right, privilege, and option to purchase
any Stock purchased by the Optionee pursuant to an option at any time when the
Optionee or any subsequent holder of said Stock ("Holder") receives a bona fide
offer to purchase part or all of said Stock by any other party, which offer is
acceptable to such Optionee or Holder, at the same price and upon the same terms
as such other party offers for the Stock or at fair market value of the Stock as
determined by the Board of Directors, whichever price is lower. If the Optionee
or Holder objects to the fair market value set by the Board of Directors, the
Optionee has the right to have the Stock appraised by a qualified, independent
appraiser with the cost of such appraisal to be paid by the optionee or Holder.
After such appraisal, the Company shall have the option to purchase the Stock on
the terms of the bona fide offer or the appraisal, whichever is less. The
Optionee or Holder will, upon receipt will be, or will be deemed to be, a holder
of any share of Stock subject to an option unless and until stock certificates
of such shares of Stock are issued to such person or persons pursuant to the
terms of this Plan. Except as otherwise provided in paragraph 12 of this Plan,
no adjustment shall be made for dividends or other rights for which the record
date occurs prior to the date such stock certificate is issued.
(c) Dividends. Purchasers of Stock pursuant to this Plan will be
---------
entitled, after issuance of their stock certificates, to any dividends that may
be declared and paid on the shares of Stock registered in their names. A stock
certificate representing dividends declared and paid in shares of Stock shall be
issued and delivered to the purchaser after such shares have been registered in
the purchaser's name. Such stock
12
<PAGE>
certificate shall bear the legends set forth above and shall be subject to the
provisions of this Plan, the Option Agreement and any escrow arrangement.
(c) Voting Rights. Purchasers of shares of the Stock shall be
-------------
entitled to receive all notices of meetings and exercise all voting rights of a
shareholder with respect to the shares of Stock purchased.
15. Amendment and Termination of the Plan.
-------------------------------------
(a) Discretion of the Board of Directors. The Board of Directors may
------------------------------------
amend or terminate this Plan at any time provided; however, that (i) any such
amendment or termination shall not adversely affect the rights of Optionees who
were granted Options prior thereto, (ii) any such amendment shall not result in
a "modification" of any Option within the meaning of Section 425(h) of the Code
and (iii) any amendment which increases the total number of shares of Stock
covered by this Plan or changes the definition of Eligible Employee shall be
subject to obtaining the approval of the Company's shareholders.
(b) Automatic Termination. This Plan shall terminate ten (10) years
---------------------
after its approval by the shareholders of the Company or its adoption by the
Board of Directors, whichever is earlier, unless the Board of Directors shall,
in its discretion, elect to terminate this Plan at an earlier date. Options may
be granted under this Plan at any time and from time to time prior to
termination of the Plan under this subparagraph 18(b). Any Option outstanding
at the time the Plan is terminated under this subparagraph 18(b) shall remain in
effect until the Option is exercised or expires.
16. Miscellaneous.
-------------
(a) Notices. All notices and elections by an Optionee shall be in
-------
writing and delivered in person or by mail to the President or Treasurer of the
Company at the principal office of the Company.
(b) Effective Date of the Plan. The effective date of this Plan
--------------------------
shall be the earlier of the date on which the Board adopts the Plan, or the date
of its approval by the
13
<PAGE>
shareholders of the Company.
(c) Employment. Nothing in the Plan or in any Option granted
hereunder, or in any Stock Option Agreement relating thereto shall confer upon
any employee of the Company or any Subsidiary, or any successor thereof, the
right to continue in the employ of the Company or any Subsidiary.
(d) Plan Binding. The Plan shall be binding upon the successors and
------------
assigns of the Company.
(e) Gender. Whenever used herein, nouns in the singular shall include
------
the plural, and the masculine pronoun shall include the feminine gender.
(f) Headings. Captioned headings of paragraphs and subparagraphs
--------
hereof are inserted for convenience and reference, and constitute no part of the
Plan.
(g) Applicable Law. The validity, interpretation and enforcement of
--------------
this Plan are governed in all respects by the laws of the State of Florida and
the United States of America.
Adopted by the Board of Directors on October 25, 1995.
Adopted by the Shareholders on February 14, 1996.
WP0:[WGRIMM]STOCK-OPTION-PLAN
14
<PAGE>
EXHIBIT 99.2
AUTONOMOUS TECHNOLOGIES EMPLOYEE STOCK PURCHASE PLAN
AUTONOMOUS TECHNOLOGIES CORPORATION
-----------------------------------
1996 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
ARTICLE I - PURPOSE
1.01. Purpose.
The Autonomous Technologies Corporation Employee Stock Purchase Plan (the
"Plan") is intended to provide a method whereby Employees of Autonomous
Technologies Corporation (hereinafter referred to, unless the context
otherwise requires, as the "Company") will have an opportunity to acquire
a proprietary interest in the Company through the purchase of shares of
the Common Stock of the Company. It is the intention of the Company to
have the Plan qualify as an "employee stock purchase plan" under (S)423
of the Internal Revenue Code of 1986, as amended (the "Code"). The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that
section of the Code.
ARTICLE II - DEFINITIONS
2.01. Base Pay.
"Base Pay" shall mean regular straight-time earnings excluding payments
for overtime, shift premium, bonuses and other special payments.
2.02. Committee.
"Committee" shall mean the individuals described in Article XI.
2.03. Employee.
"Employee" means any person who is employed on a full-time or part-time
basis by the Company and is regularly scheduled to work more than 20
hours per week and more than five months in any calendar year.
1
<PAGE>
2.04. Subsidiary Corporation.
"Subsidiary Corporation" shall mean any future corporation which (I)
would be a "subsidiary corporation" of Autonomous Technologies
Corporation as that term is defined in (S)424 of the Code and (ii) is
designated as a participant in the Plan by the Committee.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.01. Initial Eligibility.
Any Employee, who shall have completed ninety (90) days employment and
shall be employed by the Company on the date the Employee's participation
in the Plan is to become effective, shall be eligible to participate in
offerings under the Plan which commence on or after such ninety (90) day
period has concluded. Participation in the Plan and options granted
pursuant to the Plan are strictly limited to Employees.
3.02. Leave of Absence.
For purposes of determining initial eligibility for participation in the
Plan, an Employee on leave of absence shall be deemed to continue to be
an Employee under the Plan for the first (1st) ninety (90) days of such
leave of absence. Such person's initial eligibility to participate in the
Plan shall terminate at the close of business on the ninetieth (90th) day
of such leave of absence unless such person shall have returned to
regular full-time or part-time employment (as the case may be) prior to
the close of business on such ninetieth (90th) day. Termination by the
Company of any Employee's leave of absence, other than termination of
such leave of absence on return to full-time or part-time employment
shall terminate an Employee's eligibility to participate in the plan for
all purposes of the Plan and shall terminate such Employee's
participation in the Plan, and/or right to exercise any option under the
Plan. Any such Employee may re-establish eligibility only by meeting the
requirements of (S)3.01 and/or 3.02.
3.03. Restrictions on Participation.
Notwithstanding any provisions of the Plan to the contrary, no Employee
shall be granted an option to participate in the Plan or any Offering
under the Plan:
(a) if, immediately after the grant, such Employee would own stock or
be deemed to own stock, and/or hold outstanding options to
purchase stock, possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the
Company or any parent or subsidiary company. (For
2
<PAGE>
purposes of this paragraph, the rules of (S)424(d) of the Code shall
apply in determining stock ownership of any Employee); or
(b) which permits such Employee's rights to purchase stock under all
Employee stock purchase plans of the Company to accrue at a rate which
exceeds $25,000 in fair market value of the stock (determined at the
time such option is granted) for each calendar year in which such
option is outstanding.
3.04. Commencement of Participation.
An eligible Employee may become a participant by completing an
authorization of a payroll deduction on the form provided by the Company
and filing it with the chief financial officer or designee of the Company
on or before the date set therefor by the Committee, which date shall be
prior to the Offering Commencement Date for the Offering (as such terms
are defined below). Payroll deductions for a participant shall commence
on the applicable Offering Commencement Date when his authorization for a
payroll deduction becomes effective and shall end on the Offering
Termination Date of the Offering to which such authorization is
applicable unless sooner terminated by the participant as provided in
Article VIII.
ARTICLE IV - OFFERINGS
4.01. Annual Offerings.
The Plan will be implemented by semi-annual offerings of the Company's
Common Stock (the "Offerings"). The first Offering shall begin on July 1,
1996 and shall terminate on December 31, 1996. Subsequent Offerings,
consisting of six months each, shall begin on the first (1st) day of
January and July in each subsequent year and shall terminate on June 30
and December 31 of the same year. As used in the Plan, "Offering
Commencement Date" means January 1 or July 1, as the case may be, on
which the particular Offering begins, and "Offering Termination Date"
means June 30th or December 31st, as the case may be, on which the
particular Offering terminates.
ARTICLE V - PAYROLL DEDUCTIONS
5.01. Amount of Deduction.
At the time a participant files his authorization for payroll deduction,
he shall elect to have deductions made from his pay on each payday during
the time he is a participant in an Offering at the rate of one, two,
three, four, five, six, seven, eight, nine, or ten percent (1, 2, 3, 4,
5, 6, 7, 8, 9, or 10%) of his Base Pay in effect at the Offering
Commencement
3
<PAGE>
Date of such Offering. In the case of a part-time hourly Employee, such
Employee's Base Pay during an Offering shall be determined by multiplying
such Employee's hourly rate of pay in effect on the Offering Commencement
Date by the number of regularly scheduled hours of work for such Employee
during such Offering.
5.02. Participant's Account.
All payroll deductions made for a participant shall be credited to the
participant's account under the Plan. A participant may not make any
separate cash payment into such account except when on leave of absence
and then only as provided in (S)5.04.
5.03. Changes in Payroll Deductions.
A participant may discontinue his participation in the Plan as provided
in Article VIII, but no other change can be made during an Offering and,
specifically, a participant may not alter the amount of the participant's
payroll deductions for that Offering.
5.04. Leave of Absence.
If a participant goes on a leave of absence, such participant shall
elect:
(a) to withdraw the balance in the participant's account pursuant to
(S)7.02;
(b) to delay commencement of, or, if applicable, to discontinue,
contributions to the Plan but remain a participant in the Plan; or
(c) if payments will be made to the participant by the Company during
such leave of absence, remain a participant in the Plan during such
leave of absence, authorizing deductions to be made from such
payments by the Company and undertaking to make cash payment to the
Plan at the end of each payroll period to the extent that amounts
payable by the Company to such participant are insufficient to meet
participant's authorized Plan deductions.
ARTICLE VI - GRANTING OF OPTIONS
6.01. Number of Option Shares.
On the Commencement date of each Offering, a participating Employee shall
be deemed to have been granted an option to purchase a maximum number of
shares of the stock of the Company equal to an amount determined as
follows:
4
<PAGE>
(i) that percentage of the Employee's Base Pay which the Employee
has elected to have withheld (but in no event more than 10%);
(ii) multiplied by the Employee's Base Pay during the period of
the Offering;
(iii) divided by eight-five percent (85%) of the market value of
the stock of the Company on the applicable Offering
Commencement Date.
The market value of the Company's stock shall be determined as provided
in paragraphs (a) and (b) of (S)6.02 below. An Employee's Base Pay during
the period of an Offering shall be determined by multiplying such
Employee's hourly rate ( as in effect on the last day prior to the
Commencement Date of the particular Offering) by one thousand forty
(1,040), plus any commission paid by the Company to such Employee during
the period of the Offering, provided that any commission paid may be
applied to only one Offering, and provided further that, in case of a
part-time, hourly Employee, the Employee's Base Pay during the period of
an Offering shall be determined by multiplying such Employee's hourly
rate by the number of regularly scheduled hours of work for such Employee
during such Offering. The maximum number of option shares, for any
participant should there be dispute thereof, shall be determined by the
Committee under their authority expressed in (S)11.02.
6.02. Option Price.
The option price of stock purchased with payroll deductions made during
such Annual Offering for a participant therein shall be the lower of:
(a) eighty-five percent (85%) of the closing price of the stock on
the Offering Commencement Date or the nearest prior business day
on which trading occurred on the NASDAQ National Market System;
or
(b) eighty-five percent (85%) of the closing price of the stock on
the Offering Termination Date or the nearest prior business day
on which trading occurred on the NASDAQ National Market System.
If the Common Stock of the Company is not admitted to trading on
any of the aforesaid dates for which closing prices of the stock
are to be determined, then reference shall be made to the fair
market value of the stock on that date, as determined on such
basis as shall be established or specified for that purpose by
the Committee.
ARTICLE VII - EXERCISE OF OPTION
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7.01. Automatic Exercise.
Unless a participant gives written notice to the Company as hereinafter
provided, the participant's option for the purchase of stock with payroll
deductions made during any Offering will be deemed to have been exercised
automatically on the Offering Termination Date applicable to such
Offering, for the purchase of the number of full shares of stock which
the accumulated payroll deductions in the participant's account at that
time will purchase at the applicable option price (but not in excess of
the number of shares for which options have been granted to the Employee
pursuant to (S)6.01), and any excess in the participant's account at that
time will be returned by a Company check to the participant.
7.02. Withdrawal of Account.
By written notice to the chief financial officer or designee of the
Company, at any time prior to the Offering Termination Date applicable to
any Offering, a participant may elect to withdraw all of the accumulated
payroll deductions in his or her account at such time. In such event, the
Employee will not be entitled to participate in such Offering.
7.03. Fractional Shares.
Fractional shares will not be issued under the Plan.
7.04. Transferability of Option
During a participant's lifetime, options held by such participant shall
be exercisable only by that participant.
7.05. Delivery of Stock.
As promptly as practical, after the Offering Termination Date of such
Offering, the Company will deliver to each participant, as appropriate,
the stock purchased upon exercise of the participant's option.
ARTICLE VIII - WITHDRAWAL
8.01. In General.
As indicated in (S)7.02., a participant may withdraw payroll deductions
that are credited to the participant's account under the Plan at any time
prior to the Offering Termination Date by giving written notice to the
chief financial officer or designee of the Company. All of the
participant's payroll deductions credited to his/her account will be paid
to the
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participant promptly by Company check after receipt of participant's
notice of withdrawal, and no further payroll deductions will be made from
the participant's pay during such Offering.
8.02. Effect on Subsequent Participation.
A participant's withdrawal from any Offering will not have any effect
upon the participant's eligibility to participate in any succeeding
Offering or in any similar plan which may hereafter be adopted by the
Company.
8.03. Termination of Employment.
Upon termination of the participant's employment for any reason,
including retirement (but excluding death while in the employ of the
Company or continuation of a leave of absence for a period beyond ninety
(90) days), the payroll deductions credited to the participant's account
will be returned to the participant, or, in the case of the participant's
death subsequent to the termination of the participant's employment, to
the person or persons entitled thereto under (S)12.01.
8.04 Termination of Employment Due to Death.
Upon termination of the participant's employment because of the
participant's death, the participant's beneficiary (as defined in
(S)12.01.) shall have the right to elect, by written notice given to the
chief financial officer or designee of the Company prior to the earlier
of the Offering Termination Date or the expiration of a period of sixty
(60) days commencing with the date of the death of the participant,
either:
(a) to withdraw all of the payroll deductions credited to the
participant's account under the Plan; or
(b) to exercise the participant's option for the purchase of stock on
the Offering Termination Date next following the date of the
participant's death for the purchase of the number of full shares of
stock which the accumulated payroll deductions in the participant's
account at the date of the participant's death will purchase at the
applicable option price, and any excess in such account will be
returned to said beneficiary, without interest.
In the event that no such written notice of elections shall be duly
received by the chief financial officer or designee of the Company, the
beneficiary shall automatically be deemed to have elected, pursuant to
paragraph 8.04.(b), to exercise the participant's option.
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8.05. Leave of Absence.
A participant on leave of absence shall, subject to the election made by
such participant pursuant to (S)5.04., continue to be a participant in
the Plan so long as such participant is on continuous leave of absence,
provided, however, that a participant who has been on leave of absence
for more than ninety (90) days shall not be entitled to participate in
any Offering commencing after the ninetieth (90th) day of such leave of
absence. Notwithstanding the above or any other provisions of the Plan,
unless a participant on leave of absence returns to regular full-time or
part-time employment with the Company at the earlier of: (a) the
termination of such leave of absence or (b) three (3) months from the
ninetieth (90) day of such leave of absence, such participant's
participation in the Plan shall terminate on whichever of such dates
first occurs.
ARTICLE IX - INTEREST
9.01. Payment of Interest.
No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any participant Employee.
ARTICLE X - STOCK
10.01. Maximum Shares.
The maximum number of shares which shall be issued under the Plan,
subject to adjustment upon changes in capitalization of the Company as
provided in (S)12.04. shall be 75,000 shares for all Offerings. If the
total number of shares for which options are exercised on any offering
Termination Date in accordance with Article VI exceeds the maximum number
of shares for the applicable offering, the Company shall make a pro rata
allocation of the shares available for delivery and distribution in as
nearly a uniform manner as shall be practicable and as it shall determine
to be equitable, and the balance of payroll deductions and prior balance
credited to the account of each participant under the Plan shall be
returned to the participant as promptly as possible by Company check.
10.02. Participant's Interest in Option Stock.
The participant will have no interest in stock covered by the
participant's option until such option has been exercised.
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10.03. Participant's Interest in Option Stock.
Stock to be delivered to a participant under the Plan will be registered
in the name of the participant, or, if the participant so directs by
written notice to the chief financial officer or designee of the Company
prior to the Offering Termination Date applicable thereto, in the names
of the participant and one (1) such other person as may be designated by
the participant, as joint tenants with rights of survivorship or as
tenants by the entireties, to the extent permitted by applicable law.
10.04. Restrictions of Exercise.
The Board of Directors may, in its discretion, require as conditions to
the exercise of any option that the shares of Common Stock reserved for
issuance upon the exercise of the option shall have been duly listed,
upon official notice of issuance, upon a stock exchange, and that either:
(a) a Registration Statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective, or
(b) the participant shall have represented at the time of purchase, in
form and substance satisfactory to the Company, that it is the
participant's intention to purchase the shares for investment and
not for resale or distribution.
ARTICLE XI - ADMINISTRATION
11.01. Appointment of Committee.
The Board of Directors may appoint a committee (the "Committee") to
administer the Plan, which shall consist of no fewer than three (3)
members of the Board of Directors. No member of the Committee shall be
eligible to purchase stock under the Plan.
11.02. Authority of Committee.
Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its discretion to interpret and construe any and all
provisions of the Plan, to adopt rules and regulations for administering
the Plan, and to make all other determinations deemed necessary or
advisable for administering the Plan. The Committee's determination of
the foregoing matters shall be conclusive.
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11.03. Rules Governing the Administration of the Committee.
The Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously
appointed and may fill vacancies, however caused, in the Committee. The
Committee may select one (1) of its members as its Chairman and shall
hold its meetings at such times and places as it shall deem advisable and
may hold telephonic meetings. A majority of its members shall constitute
a quorum. All determinations of the Committee shall be made by a majority
of its members. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan, in the manner and to the extent
it shall deem desirable. Any decision or determination reduced to writing
and signed by a majority of the members of the Committee shall be fully
effective as if it had been made by a majority vote at a meeting duly
called and held. The Committee may appoint a Secretary and shall make
such rules and regulations for the conduct of its business as it shall
deem advisable.
ARTICLE XII - MISCELLANEOUS
12.01. Designation of Beneficiary.
A participant may file a written designation of a beneficiary who is to
receive any stock and/or cash. Such designation of beneficiary may be
changed by the participant at any time by written notice to the chief
financial officer or designee of the Company. Upon the death of a
participant and upon receipt by the Company of proof of identity and
existence at the participant's death of a beneficiary validly designated
by the participant under the Plan, the Company shall deliver such stock
and/or cash to such beneficiary. In the event of the death of a
participant and in the absence of a beneficiary validly designated under
the Plan who is living at the time of such participant's death, the
Company shall deliver such stock and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such stock and/or cash to the
spouse or to any one or more dependents of the participant as the Company
may designate. No beneficiary shall, prior to the death of the
participant by whom the beneficiary has been designated, acquire any
interest in the stock or cash credited to the participant under the Plan.
12.02. Transferability.
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive stock under
the Plan may be assigned, transferred, pledged or otherwise disposed of
in any way by the participant other than by will or the laws of descent
and distribution. Any such attempted assignment, transfer,
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pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds in accordance
with (S)7.02.
12.03. Use of Funds.
All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such payroll deductions.
12.04. Adjustment Upon Changes in Capitalization.
(a) If, while any options are outstanding, the outstanding shares of
Common Stock of the Company have increased, decreased, changed into
or been exchanged for a different number or kind of shares or
securities of the Company through reorganization, merger,
recapitalization, reclassification, stock split, stock dividend,
reverse stock split or similar transaction, appropriate and
proportionate adjustments may be made by the Committee in the number
and/or kind of shares which are subject to purchase under
outstanding options and in the option exercise price or prices
applicable to such outstanding options. In addition, in any such
event, the number and/or kind or shares which may be offered in the
Offerings described in Article IV hereof shall also be
proportionately adjusted.
(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one (1)
or more corporations as a result of which the Company is not the
surviving corporation, or upon a sale of substantially all of the
property or stock of the Company to another corporation, the holder
of each option then outstanding under the Plan will thereafter be
entitled to receive at the next Offering Termination Date upon the
exercise of such option for each share as to which such option shall
be exercised, as nearly as reasonably may be determined, the cash,
securities and/or property which a holder of one (1) share of the
Common Stock was entitled to receive upon and at the time of such
transaction. The Board of Directors shall take such steps in
connection with such transactions as the Board shall deem necessary
to assure that the provisions of this (S)12.04. shall thereafter be
applicable, as nearly as reasonable may be determined, in relation
to the said cash, securities and/or property as to which such holder
of such option might thereafter be entitled to receive.
12.05. Amendment and Termination.
The Board of Directors shall have complete power and authority to
terminate or amend the Plan; provided, however, that the Board of
Directors shall not, without the approval of the stockholders of the
Company:
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(i) increase the maximum number of shares which may be issued under any
Offering (except pursuant to (S)12.04.); or
(ii) amend the requirements as to the class of Employees eligible to
purchase stock under the Plan or permit the members of the Committee
to purchase stock under the Plan.
No termination, modification or amendment of the Plan may, without the
consent of an Employee then having an option under the Plan to purchase
stock, adversely affect the rights of such Employee under such option,
and no amendment shall be made which results in the "modification" of any
Option within the meaning of Section 424(h) of the Code.
12.06. No Employment Rights.
The Plan does not, directly or indirectly, create any right for the
benefit of any Employee or class of Employees to purchase any shares
under the Plan, or create in any Employee or class of Employees any right
with respect to continuation of employment by the Company, and it shall
not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an Employee's employment at any time.
12.07. Effect of Plan.
The provisions of the Plan shall, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each
Employee participating in the Plan, including, without limitation, such
Employee's estate and the executors, administrators or trustees thereof,
heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of the Employee.
12.08. Governing Law.
The law of the State of Florida will govern all matters relating to this
Plan except to the extent it is superseded by the laws of the United
States.
12.09. Effective Date.
The Plan shall take effect upon approval by the holders of a majority of
the stock of the Company entitled to vote and the outstanding Preferred
Stock of the Company either present or represented at a special or annual
meeting of the shareholders, or by written consent or consents in writing
signed by such holders setting forth the action so taken, subject to the
condition that if the Company's Common Stock is not offered for sale to
the public pursuant to a Registration Statement filed with the Securities
and Exchange
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Commission then the Plan shall terminate without the need for further
actions by any party. If the Plan is not so approved, the Plan shall not
become effective.
Adopted by the Board of Directors on February 14, 1996.
Adopted by the Shareholders on February 14, 1996.
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