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EXHIBIT 4
INTEGRA, INC.
1999 STOCK OPTION PLAN
1. Purposes of Plan. The purposes of this Plan, which shall be known as
the Integra, Inc. 1999 Stock Option Plan and is hereinafter referred to as the
"Plan", are (i) to provide incentives for key employees, directors, consultants
and other individuals providing services to Integra, Inc. (the "Company") and
its subsidiary or parent corporations (within the respective meanings of
Sections 424(f) and 424(e) of the Internal Revenue Code of 1986, as amended (the
"Code"), and referred to herein as "Subsidiary" and "Parent", respectively, and
such Parent and each Subsidiary are referred to herein individually as an
"Affiliate" and collectively as "Affiliates") by encouraging their ownership of
the common stock, $.01 par value, of the Company (the "Stock") and (ii) to aid
the Company in retaining such key employees, directors, consultants and other
individuals upon whose efforts the Company's success and future growth depends
and in attracting other such employees, directors, consultants and individuals.
2. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors or a subcommittee of the Compensation
Committee appointed by the Compensation Committee, as hereinafter provided (the
committee or subcommittee administering the Plan is hereinafter referred to as
the "Committee"). For purposes of administration, the Committee, subject to the
terms of the Plan, shall have plenary authority to establish such rules and
regulations, to make such determinations and interpretations, and to take such
other administrative actions as it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be final,
conclusive and binding on all persons, including Optionees (as hereinafter
defined) and their legal representatives and beneficiaries.
The Committee shall consist of not fewer than two members of the
Board of Directors. Unless otherwise determined by the Board of Directors, all
members of the Board of Directors who serve on the Committee shall be
"Non-Employee Directors" (as defined in Rule 16b-3 under the Securities Exchange
Act of 1934, as amended) and outside directors" as defined in Treasury
Regulation Section 1.162-27(e)(3). The Compensation Committee shall designate
one of the members of the Committee as its Chairman. The Committee shall hold
its meetings at such times and places as it may determine. A majority of its
members shall constitute a quorum. All determinations of the Committee shall be
made by a majority of its members. Any decision or determination reduced to
writing and signed by all members shall be as effective as if it had been made
by a majority vote at a meeting duly called and held. The Committee may appoint
a secretary (who need not be a member of the Committee). No member of the
Committee shall be liable for any act or omission with respect to his service on
the Committee if he acts in good faith and in a manner he reasonably believes to
be in or not opposed to the best interests of the Company.
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3. Stock Available for Options. There shall be available for options
under the Plan a total of 1,000,000 shares of Stock, subject to any adjustments
which may be made pursuant to Section 5(f) hereof. Shares of Stock used for
purposes of the Plan may be either authorized and unissued shares, or previously
issued shares held in the treasury of the Company, or both. Shares of Stock
covered by options which have terminated or expired prior to exercise shall be
available for further options hereunder. The maximum number of options which may
be granted to any person under the Plan during any fiscal year of the Company
shall not exceed 500,000 shares.
4. Eligibility. Options under the Plan may be granted to key employees
of the Company or any Affiliate, including officers or directors of the Company
or any Affiliate, and to consultants and other individuals providing services to
the Company or any Affiliate (each such grantee, an "Optionee"). Options may be
granted to eligible individuals whether or not they hold or have held options
previously granted under the Plan or otherwise granted or assumed by the
Company. In selecting individuals for options, the Committee may take into
consideration any factors it may deem relevant, including its estimate of the
individual's present and potential contributions to the success of the Company
and its Affiliates. Service as an employee, director, officer or consultant of
or to the Company or any Affiliate shall be considered employment for purposes
of the Plan (and the period of such service shall be considered the period of
employment for purposes of Section 5(d) of this Plan); provided, however, that
incentive stock options may be granted under the Plan only to an individual who
is an "employee" (as such term is used in Section 422 of the Code) of the
Company or any Affiliate.
5. Terms and Conditions of Options. The Committee shall, in its
discretion, prescribe the terms and conditions of the options to be granted
hereunder, which terms and conditions need not be the same in each case, subject
to the following:
(a) Option Price. The price at which each share of Stock
covered by an option granted under the Plan may be purchased shall not be less
than the Market Value (as defined in Section 5(c) hereof) per share of Stock on
the date of grant of the option. The date of the grant of an option shall be the
date specified by the Committee in its grant of the option.
(b) Option Period. The period for exercise of an option shall
in no event be more than ten years from the date of grant, or in the case of any
option intended to be an incentive stock option granted to an individual owning,
on the date of grant, stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary,
more than five years from the date of grant. Options may, in the discretion of
the Committee, be made exercisable in installments during the option period. Any
shares not purchased on any applicable installment date may be purchased
thereafter at any time before the expiration of the option period.
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(c) Exercise of Options. In order to exercise an option, the
Optionee shall deliver to the Company written notice specifying the number of
shares of Stock to be purchased, together with cash or a certified or bank
cashier's check payable to the order of the Company in the full amount of the
purchase price therefor; provided that, for the purpose of assisting an Optionee
to exercise an option, the Company may make loans to the Optionee or guarantee
loans made by third parties to the Optionee, on such terms and conditions as the
Board of Directors may authorize; and provided further that such purchase price
may be paid in shares of Stock owned by the Optionee for a period of at least
six months prior to the date of exercise and having an aggregate Market Value on
the date of exercise equal to the aggregate purchase price, or in a combination
of cash and Stock. For purposes of the Plan, the Market Value per share of Stock
shall be the last sale price regular way on the date of reference, or, in case
no sale takes place on such date, the average of the closing high bid and low
asked prices regular way, in either case on the principal national securities
exchange on which the Stock is listed or admitted to trading, or if the Stock is
not listed or admitted to trading on any national securities exchange, the last
sale price reported on the National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") on such date, or the
last sale price reported on the NASDAQ SmallCap Market on such date, or the
average of the closing high bid and low asked prices in the over-the-counter
market on such date, whichever is applicable, or if there are no such prices
reported on NASDAQ or in the over-the-counter market on such date, as furnished
to the Committee by any New York Stock Exchange member selected from time to
time by the Committee for such purpose. If there is no bid or asked price
reported on any such date, the Market Value shall be determined by the Committee
in accordance with the regulations promulgated under Section 2031 of the Code,
or by any other appropriate method selected by the Committee. If the Optionee so
requests, shares of Stock purchased upon exercise of an option may be issued in
the name of the Optionee or another person. An Optionee shall have none of the
rights of a stockholder until the shares of Stock are issued to him.
(d) Effect of Termination of Employment. An option may not be
exercised after the Optionee has ceased to be in the employ of the Company or
any Affiliate, except in the following circumstances:
(i) If the Optionee's employment is terminated by action
of the Company or an Affiliate, or by reason of disability or retirement under
any retirement plan maintained by the Company or any Affiliate, the option may
be exercised by the Optionee within three months after such termination, but
only as to any shares exercisable on the date the Optionee's employment so
terminates;
(ii) In the event of the death of the Optionee during the
three month period after termination of employment covered by (i) above, the
person or persons to whom his rights are transferred by will or the laws of
descent and distribution shall have a period of one year from the date of his
death to exercise any options which were exercisable by the Optionee at the time
of his death; and
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(iii) In the event of the death of the Optionee while
employed, the option shall thereupon become exercisable in full, and the person
or persons to whom the Optionee's rights are transferred by will or the laws of
descent and distribution shall have a period of one year from the date of the
Optionee's death to exercise such option. The provisions of the foregoing
sentence shall apply to any outstanding options which are incentive stock
options to the extent permitted by Section 422(d) of the Code and such
outstanding options in excess thereof shall, immediately upon the occurrence of
the event described in the preceding sentence, be treated for all purposes of
the Plan as nonstatutory stock options and shall be immediately exercisable as
such as provided in the foregoing sentence.
In no event shall any option be exercisable more than ten
years from the date of grant thereof. Nothing in the Plan or in any option
granted pursuant to the Plan (in the absence of an express provision to the
contrary) shall confer on any individual any right to continue in the employ of
the Company or any Affiliate or interfere in any way with the right of the
Company or any Affiliate to terminate his employment at any time.
(e) Limitation on Transferability of Options. Except as
provided in this Section 5(e), during the lifetime of an Optionee, options held
by such Optionee shall be exercisable only by him and no option shall be
transferable other than by will or the laws of descent and distribution. The
Committee may, in its discretion, provide that during the lifetime of an
Optionee, options held by such Optionee may be transferred to or for the benefit
of a member of his immediate family. For purposes hereof, the term "immediate
family" of an Optionee shall mean such Optionee's spouse and children (both
natural and adoptive), and the direct lineal descendants of his children.
(f) Adjustments for Change in Stock Subject to Plan. In the
event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Company, the Committee shall
make such adjustments, if any, as it deems appropriate in the number and kind of
shares subject to the Plan, in the number and kind of shares covered by
outstanding options, or in the option price per share, or both, and, in the case
of a merger, consolidation or other transaction pursuant to which the Company is
not the surviving corporation or pursuant to which the holders of outstanding
Stock shall receive in exchange therefor shares of capital stock of the
surviving corporation or another corporation, the Committee may require an
Optionee to exchange options granted under the Plan for options issued by the
surviving corporation or such other corporation.
(g) Acceleration of Exercisability of Options Upon Occurrence
of Certain Events. The Committee may, in its discretion, provide in the case of
any option granted under the Plan that, in connection with any merger or
consolidation which results in the holders of the outstanding voting securities
of the Company (determined
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immediately prior to such merger or consolidation) owning, directly or
indirectly, less than a majority of the outstanding voting securities of the
surviving corporation (determined immediately following such merger or
consolidation), or any sale or transfer by the Company of all or substantially
all its assets or any tender offer or exchange offer for or the acquisition,
directly or indirectly, by any person or group of all or a majority of the then
outstanding voting securities of the Company, such option shall become
exercisable in full or part, notwithstanding any other provision of the Plan or
of any outstanding options granted thereunder, on and after (i) the fifteenth
day prior to the effective date of such merger, consolidation, sale, transfer or
acquisition or (ii) the date of commencement of such tender offer or exchange
offer, as the case may be. The provisions of the foregoing sentence shall apply
to any outstanding options which are incentive stock options to the extent
permitted by Section 422(d) of the Code and such outstanding options in excess
thereof shall, immediately upon the occurrence of the event described in clause
(i) or (ii) of the foregoing sentence, be treated for all purposes of the plan
as nonstatutory stock options and shall be immediately exercisable as such as
provided in the foregoing sentence. Notwithstanding the foregoing, in no event
shall any option be exercisable after the date of termination of the exercise
period of such option specified in Sections 5(b) and 5(d).
(h) Registration, Listing and Qualification of Shares of
Stock. Each option shall be subject to the requirement that if at any time the
Board of Directors shall determine that the registration, listing or
qualification of the shares of Stock covered thereby upon any securities
exchange or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of such option or the purchase of shares of Stock
thereunder, no such option may be exercised unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board of Directors. The Company may
require that any person exercising an option shall make such representations and
agreements and furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal requirement.
(i) Other Terms and Conditions. The Committee may impose such
other terms and conditions, not inconsistent with the terms hereof, on the grant
or exercise of options, as it deems advisable.
6. Additional Provisions Applicable to Incentive Stock Options. The
Committee may, in its discretion, grant options under the Plan to eligible
employees which constitute "incentive stock options" within the meaning of
Section 422 of the Code; provided, however, that (a) the aggregate Market Value
of the Stock with respect to which incentive stock options are exercisable for
the first time by the Optionee during any calendar year shall not exceed the
limitation set forth in Section 422(d) of the Code; and (b) if the Optionee owns
on the date of grant securities possessing more than 10% of the total combined
voting power of all classes of securities of the Company or of any
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Affiliate, the price per share shall not be less than 110% of the Market Value
per share on the date of grant.
7. Amendment and Termination. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on, and no
option shall be granted hereunder after October 31, 2009; provided, however,
that the Board of Directors may at any time prior to that date terminate the
Plan. The Board of Directors may at any time amend the Plan or any outstanding
options. No termination or amendment of the Plan may, without the consent of an
Optionee, adversely affect the rights of such Optionee under any option held by
such Optionee.
8. Stockholder Approval of Plan. The establishment of the Plan shall be
subject to approval by a majority of the votes cast thereon by the stockholders
of the Company at a meeting of stockholders duly called and held for such
purpose or by a method and in a degree that would be treated as adequate under
the applicable law of the Company's state of incorporation, and no option
granted hereunder shall be exercisable prior to such approval.
9. Withholding. It shall be a condition to the obligation of the
Company to issue shares of Stock upon exercise of an option, that the Optionee
(or any beneficiary, transferee or person entitled to act under Sections 5(d) or
5(e) hereof) pay to the Company, upon its demand, such amount as may be
requested by the Company for the purpose of satisfying any liability to withhold
federal, state or local income or other taxes. If the amount requested is not
paid, the Company may refuse to issue such shares of Stock.
10. Issuance of Certificates; Legends. The Company may endorse such
legend or legends upon the certificates for shares of Stock issued upon the
exercise of an option granted hereunder and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares as, in its absolute
discretion, it determines to be necessary or appropriate.
11. Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in this Plan in the manner and to the extent it shall deem
desirable to carry this Plan into effect.
12. Other Actions. Nothing contained in this Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including but not by way of limitation, the right of the Company to grant or
assume options for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or association.
