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EXHIBIT 4.3
SIGMATRON INTERNATIONAL, INC.
2000 DIRECTORS' STOCK OPTION PLAN
1. PURPOSE. This Stock Option Plan ("the Plan") is intended to
encourage stock ownership by Non-Employee Directors of SigmaTron International,
Inc., a Delaware corporation (the "Company"), so that they may acquire or
increase their proprietary interest in the success of the Company, and to
encourage them to remain as Directors of the Company.
2. ELIGIBILITY. An Option is a right to purchase shares of common
stock, $0.01 par value, of the Company (the "Shares"), subject to adjustments as
provided herein, pursuant to the terms and conditions of the Plan ("Option").
The persons who shall be eligible to receive Options shall be Directors of the
Company (the "Eligible Directors") who are not full-time employees of or
consultants to the Company.
3. SHARES. Subject to the provisions of Section 9 (relating to the
adjustment upon changes in Shares), there will be reserved for issuance upon the
exercise of Options to be granted from time to time under the Plan an aggregate
of one hundred fifty-seven thousand five hundred (157,500) Shares. If an Option
granted under the Plan expires, terminates or is canceled, the unissued Shares
subject to such Option shall again be available under the Plan.
4. ADMINISTRATION. This Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the
"Committee"), comprised solely of Non-Employee Directors as defined by Rule
16b-3(b)(3)(i) of the Securities and Exchange Act of 1934 (the "1934 Act"). The
interpretation and construction by the Committee of the provisions of the Plan,
of any Option granted under it and any related agreement shall be final except
as otherwise determined by the Board of Directors. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any Option granted under it.
5. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the
Plan shall be evidenced by agreements in such form as the Committee shall from
time to time recommend and the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) On each of the regular annual stockholders meetings for each
of the years 2000, 2001 and 2002 (each such date is hereafter the
"Date of Grant"), each Eligible Director ("Optionee") shall
receive an Option for 7,500 Shares, and such Options shall vest
immediately upon grant.
(b) Each Option shall state the exercise price of the Option
(the "Option price") which shall be 100% of the fair market value
of the Shares on the applicable Date of Grant. The fair market
value for purposes of this paragraph 5(b) is defined as the
closing price of the Shares as reported in the NASDAQ listing in
The Wall Street Journal or such
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other reported value of the Shares as shall be specified by the
Committee on the day preceding the Date of Grant, or if such day
is not a trading day, then on the immediately preceding trading
day.
(c) The Option shall be exercised by giving written notice to the
Company, accompanied by full payment of the Option price. The
Option price shall be paid in cash or by check upon the exercise
of the Option, or in lieu thereof an Option holder may make
payment in whole or in part by tendering to the Company the number
of Shares valued at fair market value equal to the Options to be
exercised on such date of exercise. For purposes of this paragraph
5(c), fair market value is defined as the closing price of the
Shares as reported in the NASDAQ listing in The Wall Street
Journal or such other reported value of the Shares as shall be
specified by the Committee on the day preceding the exercise of
the Option, or if such day is not a trading day, then on the
immediately preceding trading day. The Optionee may tender Shares
only if the Optionee has not acquired any Shares (including the
Shares being tendered), other than in an acquisition exempt from
Section 16(b) of the 1934 Act and rules and regulations
promulgated thereunder, for a period of at least six months prior
to the tender. In addition, such exercise may include a cashless
exercise if the Options are tendered to a Broker in exchange for
the number of Shares the fair market value of which is equal to
the aggregate difference between the Option price and the fair
market value of the Options so tendered.
(d) The term of any Option shall be ten (10) years from the Date
of Grant.
(e) In no event shall any Option be exercisable prior to the
approval of this Plan by the holders of a majority of the Shares
present, or represented and entitled to vote, at the Company's
next annual stockholders meeting duly held in accordance with the
applicable laws of the State of Delaware.
(f) The Committee shall retain the authority and discretion to
permit an Option to be transferable as long as such transfers are
made only to a Permitted Transferee (as herein defined); provided
that (i) such transfer is a bona fide gift and the Optionee
receives no value for the transfer, as provided in the
instructions to Form S-8 of the Securities and Exchange
Commission, (ii) that the Options that are transferred continue to
be subject to the same terms and conditions that were applicable
to the Options immediately prior to the transfer, and (iii) that
the Option may not be otherwise or subsequently sold, pledged,
assigned or transferred in any manner except by will or the laws
of descent or distribution or pursuant to a domestic relations
order. "Permitted Transferee" shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, of the Optionee (a "Family
Member"), any person sharing the Optionee's household (other than
as a tenant or employee), or a trust or other entity in which
Family Members and the Optionee have more than fifty percent of
the beneficial or voting interest. In the event of the Optionee's
death, the Option may be exercised only by a person who acquired
the right to exercise it by reason of the death of the Optionee.
Neither the Optionee, any Permitted Transferee, nor any
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person who acquires the right to exercise the Option by reason of
the death of the Optionee will be deemed to be a holder of any
Shares subject to the Option unless and until certificates for
those shares are issued to such person. The designation of a
beneficiary shall not constitute a transfer.
(g) An Option shall remain exercisable pursuant to its terms if
the Optionee ceases to be a Director of the Company for any
reason, and may be exercised by the Optionee or his successor or
assign after his death, in each case to the extent and in the
manner exercisable by Optionee. Notwithstanding the foregoing, if
an Optionee's directorship is terminated on account of any act of:
(1) fraud; (2) intentional misrepresentation; (3) embezzlement; or
(4) misappropriation or conversion of assets or opportunities of
the Company or any direct or indirect majority-owned subsidiary of
the Company, the Optionee or his successors or assigns may
exercise his Option at any time within three months after
termination of his directorship, or at any time prior to the
expiration date of such Option, whichever is the shorter period,
but only to the extent that it was exercisable by Optionee on the
date of termination of his office. The Company assumes no
responsibility and is under no obligation to notify a Permitted
Transferee of early termination of an Option on account of a
Director's termination of office. During the applicable exercise
period, the Option may not be exercised for more than the number
of vested Shares (if any) for which it is exercisable at the time
of the Optionee's cessation of Board service.
(h) Neither an Optionee nor his Permitted Transferee, legal
representative, heir, legatee, or distributee shall be deemed to
be the holder of, or to have any of the rights of a holder with
respect to, any Shares subject to such Option unless and until he
has paid the Company the full purchase price of such Shares and
received a certificate or certificates therefor. Except as
provided in Section 9 hereof, no adjustments will be made for
dividends, whether ordinary or extraordinary, whether in cash,
securities, or other property, or for distributions for which the
record date is prior to the date on which the Option is exercised.
(i) The minimum number of Shares with respect to which an Option
may be exercised in part at any time is 100.
6. RESTRICTIONS ON SHARES. The certificate or certificates
representing the Shares to be issued or delivered upon exercise of an Option may
bear such legends required by any applicable securities laws. Furthermore,
nothing herein or any Option granted hereunder will require the Company to issue
any stock upon exercise of any Option if the issuance would, in the opinion of
counsel for the Company, constitute a violation of the Securities Act of 1933,
as amended (the "1933 Act"), the Illinois securities laws, or any other
applicable rule or regulation then in effect, and the Company shall have no
liability for failure to issue Shares upon any exercise of Options because of a
delay pending the meeting of any such requirements. No Shares shall be delivered
pursuant to the exercise of any Option, in whole or in part, until the Shares
are qualified for delivery under such securities laws and regulations as may be
deemed by the Committee to be applicable thereto, and such Shares are listed on
each securities exchange on which Shares may then be listed.
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7. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the Options
granted hereunder and the obligation of the Company to sell and deliver Shares
under such Options, will be subject to all applicable federal and state laws,
rules, regulations and to such approvals by any government or regulatory
authority or investigative agency as may be required.
8. NO IMPLIED COVENANTS. Neither this Plan nor any action taken
hereunder shall be construed as giving any Director any right to be retained in
office.
9. ADJUSTMENTS UPON CHANGES IN SHARES. If any change is made in the
Shares subject to the Plan or subject to any Option granted under the Plan
(through reorganization, merger, consolidation, plan of exchange,
recapitalization, reclassification, stock split, combination of shares, dividend
payable in Shares or otherwise, adjustments as it deems appropriate shall be
made by the Committee in the number and kind of Shares available for awards
under the Plan. In addition, the Committee shall make adjustments as it deems
appropriate in the number and kind of Shares as to which outstanding Options, or
portions thereof then unexercised, shall be exercisable, to the end that the
Optionee's proportionate interest is maintained as before the occurrence of such
event.
10. AMENDMENT OF THE PLAN. The Board of Directors at any time, and
from time to time, may amend the Plan, subject to the limitation, however, that,
except as provided in Section 9 (relating to adjustments upon changes in
Shares), no amendment shall be made, except upon approval by vote of a majority
of the outstanding shares of the Company, which will:
(a) increase the number of shares reserved for Options under the
Plan; or
(b) reduce the Option price below 100% of fair market value of
the Shares at the time an Option is granted; or
(c) change the requirements for eligibility for participation
under the Plan; or
(d) extend the term of the Plan;
and provided further that the Plan shall not be amended more than once every six
months, other than to comport with changes in applicable law.
11. TERMINATION OR SUSPENSION OF THE PLAN. The Board of Directors at
any time, and from time to time, may suspend or terminate the Plan. Unless
previously terminated by the Board, this Plan shall terminate on, and no further
Options will be granted after the tenth anniversary of the Effective Date of the
Plan, as described in Section 12 hereof. 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 by consent of the person to whom
the Option was granted.
12. EFFECTIVE DATE. This Plan shall become effective on the date it is
adopted by the Company's Board of Directors, provided that the stockholders
approve the Plan within twelve months thereafter.
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13. MODIFICATION, EXTENSION AND RENEWAL. Subject to the conditions of,
and within the limitations prescribed in, Section 10 hereof, the Committee may
cancel, modify, extend or renew outstanding Options. Notwithstanding the
foregoing, no modification will, without the prior written consent of the
Optionee, alter, impair or waive any rights or obligations associated with any
Option earlier granted under the Plan. Further, but subject to Section 9, the
Committee may not change the number of Shares or the class of persons who are
eligible to participate in the Plan.
14. USE OF PROCEEDS FROM SHARES. Cash proceeds from the sale of Shares
pursuant to Options granted under the Plan shall constitute general funds of the
Company.
15. CORPORATE REORGANIZATIONS. "Corporate Transaction" shall mean the
dissolution or liquidation of the Company, or a reorganization, merger or
consolidation of the Company as a result of which the outstanding securities of
the class then subject to Options hereunder are changed into or exchanged for
cash or property or securities not of the Company's issue, or a sale of
substantially all the property of the Company to, or the acquisition of stock
representing more than eighty percent (80%) of the voting power of the stock of
the Company then outstanding, by another corporation or person. Any Options that
are not exercised as of the date of a Corporate Transaction shall terminate and
cease to be outstanding effective as of the date of the Corporate Transaction,
except that the exercise of any Option that was exercised in anticipation of the
Corporate Transaction shall be conditioned upon the consummation of the
Corporate Transaction. The Committee may also grant Options under the Plan
having terms, conditions and provisions that vary from those specified in the
Plan, provided that any such awards are granted in substitution for, or in
connection with the assumption of, existing Options issued by another
corporation and assumed or otherwise agreed to be provided for by the Company
pursuant to or by reason of a transaction involving a corporate merger,
consolidation, plan of exchange, acquisition of property or stock, separation,
reorganization or liquidation to which the Company is a party.
16. FINANCIAL ASSISTANCE. The Company may assist any Optionee in the
payment of the Option price payable on exercise of an Option, by lending the
amount of such Option price to such Optionee on such terms and at such rates of
interest and upon such security (or unsecured) as is authorized by the Board.
17. GOVERNING LAW. All questions arising with respect to the
provisions of the Plan will be determined by application of the Code and the
laws of the state of Illinois except to the extent that Illinois laws are
preempted by any federal law.
18. OTHER COMPENSATION ARRANGEMENTS. Nothing contained in this Plan
shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.
19. ADMINISTRATION WITH RESPECT TO INSIDERS. With respect to the
participation of Insiders in the Plan, at any time that any class of equity
security of the Company is registered pursuant to Section 12 of the 1934 Act,
the Plan shall be administered in compliance with the requirements, if any, of
Rule 16b-3. An Insider is an officer or a director of the Company or any other
person whose transactions in stock are subject to Section 16 of the 1934 Act.
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20. INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board, members of the Board
to whom authority to act for the Board or the Company is delegated shall be
indemnified by the Company against all reasonable expenses, including attorneys'
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal thereof, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan, or any right granted hereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such person is liable for gross negligence, bad faith or
intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at the Company's own expense
to handle and defend same.
21. EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding the
foregoing, if the exercise of an Option within the applicable time periods set
forth in Paragraph 5 is prevented by the provisions of Paragraph 6, the Option
shall remain exercisable until three months (or such longer period of time as
determined by the Board, in its discretion) after the date the Optionee is
notified by the Company that the Option is exercisable, but in no event later
than the Option expiration date.
IN WITNESS WHEREOF, this Plan is executed this 25th day of September,
2000 to be effective as of the Effective Date.
SIGMATRON INTERNATIONAL, INC.,
a Delaware corporation
BY: /s/ Gary R. Fairhead
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Gary R. Fairhead, President and CEO
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