Exhibit 10.5
TCPI
2000 STOCK OPTION PLAN
1 ESTABLISHMENT, EFFECTIVE DATE AND TERM
TECHNICAL CHEMICALS AND PRODUCTS, INC, a Florida corporation (the
"Company") hereby establishes the "TCPI 2000 Stock Option Plan" (the "Plan").
The effective date of the Plan shall be July 1, 2000 (the "Effective Date").
Unless earlier terminated pursuant to Section 17 hereof, the Plan shall
terminate on July 1, 2010.
2. PURPOSE
The purpose of the Plan is to advance the interests of the Company by
providing Eligible Individuals (as defined in Section 6 below) with an
opportunity to acquire or increase a proprietary interest in the Company, which
thereby will create a stronger incentive to expend maximum effort for the growth
and success of the Company, any parent and the Company's subsidiaries, and will
encourage such individuals to remain in the employ of the Company, any parent or
one or more of its subsidiaries.
3. TYPE OF OPTIONS
Each stock option granted under the Plan (an "Option") may be
designated by the Committee (as defined below), in its sole discretion, either
as (i) an "incentive stock option" ("Incentive Stock Options") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended from
time to time (the "Code"), or (ii) as a nonqualified stock option that is not
intended to meet the requirements of Section 422 of the Code; provided that
Incentive Stock Options may only be granted to employees of the Company, any
"subsidiary corporation" as defined in Section 424 of the Code (a "Subsidiary")
or any "parent corporation" as defined in Section 424 of the Code (a "Parent").
In the absence of any designation, Options granted under the Plan will be deemed
to be nonqualified stock options. The Plan shall be administered and interpreted
so that all Incentive Stock Options granted under the Plan will qualify as
incentive stock options under Section 422 of the Code. Options designated as
Incentive Stock Options that fail to continue to meet the requirements of
Section 422 of the Code shall be redesignated as nonqualified stock options
automatically on the date of such failure to continue to meet such requirements
without further action by the Committee.
4. ADMINISTRATION.
The Plan shall be administered by a stock option committee
("Committee") appointed by the Board of Directors of the Company (the "Board").
The Committee shall consist of not less than three members of the Board, none of
whom shall be an officer or other salaried employee of the Company or any Parent
or Subsidiary, and each of whom shall qualify in all respects as a "non-employee
director" as defined in Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and an "outside director" for purposes
of Section 162(m) of the Code. The Committee shall be responsible for the
administration of the Plan including, without limitation, determining which
Eligible Individuals receive Awards, what kind of Awards are made under the Plan
and for what number of shares, and the other terms and conditions of such
Awards. Determinations by the Committee under the Plan including, without
limitation, determinations of the Awards, the form, amount and timing of Awards,
the terms and provisions of Awards and the agreements evidencing Awards, need
not be uniform and may be made selectively among Eligible Individuals who
receive, or are eligible to receive Awards hereunder, whether or not such
Eligible Individuals are similarly situated.
The Committee shall have the responsibility of construing and
interpreting the Plan and of establishing and amending such rules and
regulations as it may deem necessary or desirable for the proper administration
of the Plan. Any decision or action taken or to be taken by the Committee,
arising out of or in connection with the construction, administration,
interpretation and effect of the Plan and of its rules and regulations, shall,
to the maximum extent permitted by applicable law, be within its absolute
discretion (except as otherwise specifically provided herein) and shall be
conclusive and binding upon the Company, all Eligible Individuals and any person
claiming under or through any Eligible Individual.
The Committee may delegate some or all of its power and authority
hereunder to the Chief Executive Officer or other senior member of management as
the Committee deems appropriate; provided, however, that the Committee may not
delegate its authority with regard to any matter or action affecting an officer
subject to Section 16 of the Securities Exchange Act of 1934.
No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
or Option Agreement entered into hereunder.
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5. COMMON STOCK
The capital stock of the Company that may be issued pursuant to
Options and Stock Based Awards (as defined in Section 19 below) (Options and
Stock Based Awards are collectively referred to as "Awards") granted under the
Plan shall be shares of common stock, $0.001 par value, of the Company (the
"Common Stock"), which shares may be treasury shares or authorized but unissued
shares. The total number of shares of Common Stock that may be issued pursuant
to Options granted under the Plan shall be four million (4,000,000) shares,
subject to adjustment as provided in Section 18 below. The total number of
shares of Common Stock that may be issued pursuant to all Awards (including
Options) granted under the Plan shall be four million (4,000,000) shares,
subject to adjustment as provided in Section 18 below. If any Award expires,
terminates, or is terminated or canceled for any reason, the shares of Common
Stock that were subject to such Award shall be available for future Options
granted under the Plan.
6. ELIGIBILITY
Options may be granted under the Plan to (i) any employee, officer,
or director (employee and non-employee directors) of the Company or any Parent
or Subsidiary, and (ii) any independent contractor or consultant performing
services for the Company or any Parent or Subsidiary as determined by the
Committee from time to time on the basis of their importance to the business of
the Company (collectively, "Eligible Individuals"), provided that Incentive
Stock Options may only be granted to employees of the Company or any Parent or
Subsidiary. An individual may hold more than one Option, subject to such
restrictions as are provided herein.
7. GRANT OF OPTIONS
Subject to the terms and conditions of the Plan, the Committee may,
at any time and from time to time, prior to the date of termination of the Plan,
grant to such Eligible Individuals as the Committee may determine ("Optionees"),
Options to purchase such number of shares of Common Stock on such terms and
conditions as the Committee may determine. The date on which the Committee
approves the grant of an Option (or such later date as is specified by the
Committee) shall be considered the date on which such Option is granted. The
maximum number of shares of Common Stock subject to Awards that may be granted
during any calendar year under the Plan to any Optionee shall be 200,000 shares.
8. LIMITATION ON INCENTIVE STOCK OPTIONS
(a) Ten Percent Stockholder. Notwithstanding any other
provision of this Plan to the contrary, no individual
may receive an Incentive Stock Option under the Plan
if such individual, at the time the award is granted,
owns (after application of the rules contained in
Section 424(d) of the Code) stock possessing more
than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any
Parent or Subsidiary, unless (i) the purchase price
for each share of Common Stock subject to such
Incentive Stock Option is at least 110 percent (110%)
of the fair market value of a share of Common Stock
on the date of grant (as determined in good faith by
the Committee) and (ii) such Incentive Stock Option
is not exercisable after the date which is five (5)
years from the date of grant.
(b Limitation on Grants. Except as may otherwise be
permitted by the Code, the Committee shall not grant
to an Eligible Individual Incentive Stock Options
that, in the aggregate, are first exercisable during
any one calendar year to the extent that the
aggregate fair market value of the Common Stock at
the time the Incentive Stock Options are granted,
exceeds $100,000 or such other amount as the Internal
Revenue Service may decide from time to time (the
"Annual Dollar Limit"). If an Incentive Stock Option
is granted pursuant to which the Annual Dollar Limit
is exceeded, the portion of such Option which is in
excess of the Annual Dollar Limit, and any Options
issued subsequently in the same calendar year, shall
be treated as a nonqualified stock option pursuant to
Section 422(d)(1) of the Code. In the event that an
individual is eligible to participate in any other
stock option plan of the Company or any Parent or
Subsidiary which is also intended to comply with the
provisions of Section 422 of the Code, the Annual
Dollar Limit shall apply to the aggregate number of
shares for which Incentive Stock Options may be
granted under this Plan and all such other plans.
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9 OPTION AGREEMENTS
All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by the Company and by the
Optionee, in such form or forms as the Committee shall from time to time
determine. Option Agreements covering Options granted from time to time or at
the same time need not contain similar provisions; provided, however, that all
such Option Agreements shall comply with all terms of the Plan.
10 OPTION PRICE
The purchase price of each share of Common Stock subject to an Option
(the "Option Price") shall be fixed by the Committee and stated in each Option
Agreement, and subject to the provisions of Section 8(a) above, shall be not
less than 100 percent (100%) of the fair market value of a share of Common Stock
on the date the Option is granted, unless otherwise determined by the Committee;
provided however that the Option Price shall not be set below fair market value
in the case of an Option which is designated as an Incentive Stock Option. If
the Common Stock is then listed on any national securities exchange, the fair
market value shall be the closing price of a share of Common Stock on such
exchange on the last trading day immediately prior to the date of grant;
provided, however, that when granting Incentive Stock Options, the Committee
shall determine fair market value in accordance with the provisions of Section
422 of the Code. If the Common Stock is not listed on any such exchange, the
fair market value shall be determined in good faith by the Committee.
11. TERM AND VESTING OF OPTIONS
(a) Option Period. Subject to the provisions of
Sections 8(a) and Section 14 hereof, each
Option granted under the Plan shall
terminate and all rights to purchase shares
thereunder shall cease upon the expiration
of ten (10) years from the date such Option
is granted, or on such date prior thereto as
may be fixed by the Committee and stated in
the Option Agreement relating to such
Option. Notwithstanding the foregoing, the
Committee may in its discretion, at any time
prior to the expiration or termination of
any Option, extend the term of any such
Option for such additional period as the
Committee in its discretion may determine;
provided, however, that in no event shall
the aggregate option period with respect to
any Option, including the initial term of
such Option and any extensions thereof,
exceed ten (10) years.
(b) Vesting.
(i) Incentive Stock Options. Each Option
Agreement will specify the vesting
schedule applicable to Incentive Stock
Options. Notwithstanding the
foregoing, the Committee may in its
discretion provide that any vesting
requirement or other such limitation
on the exercise of an Option may be
rescinded, modified or waived by the
Committee, in its sole discretion, at
any time and from time to time after
the date of grant of such Option, so
as to accelerate the time at which the
Option may be exercised.
(ii) Nonqualified Stock Options. Each
Option Agreement will specify the
vesting schedule applicable to
nonqualified stock options. The
Committee may in its discretion
provide that any vesting requirement
or other such limitation on the
exercise of a nonqualified stock
option may be rescinded, modified or
waived by the Committee, in its sole
discretion, at any time and from time
to time after the date of grant of
such nonqualified stock option, so as
to accelerate the time at which the
nonqualified stock option may be
exercised.
(c) Change in Control. In the event of a Change
in Control (as defined below), the Committee
may, in its sole and absolute discretion,
provide on a case by case basis that some or
all outstanding Options pursuant to an
Option Agreement may become immediately
exercisable, without regard to any
limitation on exercise imposed pursuant to
Section 11(b). For purposes of the Plan,
unless otherwise provided for in a written
agreement or contract between the Company
and an Optionee, a "Change in Control" shall
be deemed to occur if any person shall
acquire direct or indirect beneficial
ownership (whether as a result of stock
ownership, revocable or irrevocable proxies
or otherwise) of more than 20% of the total
combined voting power with respect to the
election of directors of the issued and
outstanding capital stock of the Company
(except that no Change in Control shall be
deemed to have occurred if the stockholders
of the
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Company immediately before such acquisition
own more than 20%, directly or indirectly,
of all or substantially all of the voting
stock or other interests of such acquiring
person immediately after such transaction).
For purposes of the Plan, a "person" shall
mean any person, corporation, partnership,
joint venture or other entity or any group
(as such term is defined for purposes of
Section 13(d) of the Exchange Act) and
"beneficial ownership" shall be determined
in accordance with Rule 13d-3 under the
Exchange Act.
12. MANNER OF EXERCISE AND PAYMENT
(a) Exercise. An Option that is exercisable
hereunder may be exercised by delivery to
the Company on any business day, at its
principal office, addressed to the attention
of the Stock Option Administrator, of
written notice of exercise, which notice
shall specify the number of shares with
respect to which the Option is being
exercised, and shall be accompanied by
payment in full of the Option Price of the
shares for which the Option is being
exercised, by one or more of the methods
provided below. The minimum number of shares
of Common Stock with respect to which an
Option may be exercised, in whole or in
part, at any time shall be the lesser of
(100) shares or the maximum number of shares
available for purchase under the Option at
the time of exercise.
(b) Payment. No Common Stock shall be issued
until full payment of the option price has
been made. The option prices may be paid in
cash or, if the Committee determines, in
shares of Common Stock or a combination of
cash and shares. If the Committee approves
the use of shares of Common Stock as a
payment method, the Committee shall
establish such conditions as it deems
appropriate for the use of Common Stock to
exercise a stock option. Stock options
awarded under the Plan may be exercised
through a broker- assisted stock option
exercise program, provided such program is
available at the time of the option
exercise, or by such other means as the
Committee may determine from time to time.
The Committee may establish rules and
procedures to permit an option holder to
defer recognition of gain upon exercise of a
stock option.
(c) Issuance of Certificates. Promptly after the
exercise of an Option, the individual
exercising the Option shall be entitled to
the issuance of a certificate or
certificates evidencing his ownership of
such shares of Common Stock. An individual
holding or exercising an Option shall have
none of the rights of a stockholder until
the shares of Common Stock covered thereby
are fully paid and issued to him and, except
as provided in Section 18 below, no
adjustment shall be made for dividends or
other rights for which the record date is
prior to the date of such issuance.
13. TRANSFERABILITY OF OPTIONS
(a) Incentive Stock Options. No Incentive Stock
Option shall be assignable or transferable
by the Optionee to whom it is granted, other
than by will or the laws of descent and
distribution.
(b) Nonqualified Stock Options. Unless otherwise
permitted by the Committee in its sole and
absolute discretion, no nonqualified stock
option shall be assignable or transferable
by the Optionee to whom it is granted, other
than by will or the laws of descent and
distribution.
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14. TERMINATION OF EMPLOYMENT, DEATH, OR DISABILITY
(a) General. Unless otherwise provided in an
Option Agreement, upon the termination of
the employment or other service of an
Optionee with the Company or any Parent or
Subsidiary, other than by reason of Cause
(as defined in Section 14(b)), death or
"permanent and total disability (as defined
in Section 22(e)(3) of the Code, any Option
granted to such Optionee that has vested as
of the date upon which the termination
occurs shall be exercisable for a period not
to exceed ninety (90) days after such
termination. Upon such termination the
Optionee's unvested Options shall expire and
the Optionee shall have no further right to
purchase shares of Common Stock pursuant to
such unvested Option. Notwithstanding the
foregoing provisions of this Section 14, the
Committee may provide, in its discretion,
that following the termination of employment
or service of an Optionee with the Company
or any Parent or Subsidiary, an Optionee may
exercise an Option, in whole or in part, at
any time subsequent to such termination of
employment or service and prior to
termination of the Option pursuant to
Section 11(a) above, either subject to or
without regard to any vesting or other
limitation on exercise imposed pursuant to
Section 11(b) above. Unless otherwise
determined by the Committee, temporary
absence from employment or service because
of illness, vacation, approved leaves of
absence, military service and transfer of
employment shall not constitute a
termination of employment or service with
the Company or any Parent or Subsidiary.
(b) Cause. If the Company or any Parent or
Subsidiary terminates the Optionee's
employment for Cause (as defined below), all
Options granted to Optionee shall terminate
upon the date of such termination of
employment or service and Optionee shall
have no further right to purchase Shares
pursuant to such Options. For purposes of
this Agreement, "Cause@ means (i) gross
negligence or willful misconduct by the
Optionee in the performance of his duties,
(ii) commission by the Optionee of an act of
dishonesty affecting the Company or any
Parent or Subsidiary, or the commission of
an act constituting common law fraud or a
felony, or (iii) the Optionee's commission
of an act (other than the good faith
exercise of his business judgment in the
exercise of his responsibilities) resulting
in material damages to the Company or any
Parent or Subsidiary. The Committee shall
determine whether Cause exists for purposes
of this Agreement and such determination
shall be final, conclusive and binding on
the Optionee.
(c) Death. If an Optionee dies while in the
employ or service of the Company or any
Parent or Subsidiary, the Optionee's estate
or the devisee named in the Optionee's valid
last will and testament or the Optionee's
heir at law who inherits an Option has the
right, at any time within a period not to
exceed one (1) year after the date of such
Optionee's death and prior to termination of
the Option pursuant to Section 11(a) above,
to exercise, in whole or in part, any vested
portion of the Option (in accordance with
Section 11(b) above) held by such Optionee
at the date of such Optionee's death. Any
unvested portion of the Option shall
terminate upon the Optionee's death, unless
the Committee shall, in its discretion,
provide on a case by case basis that any
unvested portion of the Option shall not
terminate upon the Optionee's death.
(d) Disability. If an Optionee terminates
employment or service with the Company or
any Parent or Subsidiary by reason of the
"permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code) of
such Optionee, the Optionee has the right at
any time within a period not to exceed one
(1) year after such termination of
employment or service and prior to
termination of the Option pursuant to
Section 11(a) above, to exercise, in whole
or in part, any vested portion of the Option
(in accordance with Section 11(b) above)
held by such Optionee at the date of such
termination of employment or service.
Whether a termination of employment or
service is to be considered by reason of
"permanent and total disability" for
purposes of this Plan shall be determined by
the Committee, which determination shall be
final and conclusive. Any unvested portion
of the Option shall terminate upon the
Optionee's termination of employment or
service with the Company or any Parent or
Subsidiary by reason of "permanent and total
disability," unless the Committee shall, in
its discretion, provide on a case by case
basis that any unvested portion of the
Option shall not terminate upon the
"permanent and total disability" of the
Optionee.
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15. USE OF PROCEEDS
The proceeds received by the Company from the sale of Common Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company.
16. REQUIREMENTS OF LAW
(a) Violations of Law. The Company shall not be
required to sell or issue any shares of
Common Stock under any Option if the sale or
issuance of such shares would constitute a
violation by the individual exercising the
Option or the Company of any provisions of
any law or regulation of any governmental
authority, including without limitation any
federal or state securities laws or
regulations. Any determination in this
connection by the Committee shall be final,
binding, and conclusive. The Company shall
not be obligated to take any affirmative
action in order to cause the exercise of an
Option or the issuance of shares pursuant
thereto to comply with any law or regulation
of any governmental authority.
(b) Registration. At the time of any exercise of
any Option, the Company may, if it shall
determine it necessary or desirable for any
reason, require the
Optionee (or his or her heirs, legatees or
legal representative, as the case may be),
as a condition to the exercise thereof, to
deliver to the Company a written
representation of present intention to
purchase the shares for their own account as
an investment and not with a view to, or for
sale in connection with, the distribution of
such shares, except in compliance with
applicable federal and state securities laws
with respect thereto. In the event such
representation is required to be delivered,
an appropriate legend may be placed upon
each certificate delivered to the Optionee
(or his or her heirs, legatees or legal
representative, as the case may be) upon his
or her exercise of part or all of the Option
and a stop transfer order may be placed with
the transfer agent. Each Option shall also
be subject to the requirement that, if at
any time the Company determines, in its
discretion, that the listing, registration
or qualification of the shares subject to
the Option upon any securities exchange or
under any state or federal law, 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 the shares
thereunder, 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 free of any conditions not
acceptable to the Company in its sole
discretion. The Company shall not be
obligated to take any affirmative action in
order to cause the exercisability or vesting
of an Option or to cause the exercise of an
Option or the issuance of shares pursuant
thereto to comply with any law or regulation
of any governmental authority.
(c) Withholding. The Committee may make such
provisions and take such steps as it may
deem necessary or appropriate for the
withholding of any taxes that the Company is
required by any law or regulation of any
governmental authority, whether federal,
state or local, domestic or foreign, to
withhold in connection with the exercise of
any Option, including, but not limited to:
(i) the withholding of delivery of shares of
Common Stock upon exercise of Options until
the holder reimburses the Company for the
amount the Company is required to withhold
with respect to such taxes, (ii) the
canceling of any number of shares of Common
Stock issuable upon exercise of such Options
in an amount sufficient to reimburse the
Company for the amount it is required to so
withhold, (iii) withholding the amount due
from any such person's wages or compensation
due to such person, or (iv) requiring the
Optionee to pay the Company cash in the
amount the Company is required to withhold
with respect to such taxes.
(d) Governing Law. This Plan shall be governed
by, and construed and enforced in accordance
with, the laws of the State of Florida.
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17. AMENDMENT AND TERMINATION OF THE PLAN
The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Common Stock as to which Options have not
been granted; provided, however, that the approval by a majority of the votes
present and entitled to vote at a duly held meeting of the stockholders of the
Company at which a quorum representing a majority of all outstanding voting
stock is, either in person or by proxy, present and voting on the amendment, or
by written consent in accordance with applicable state law and the Articles of
Incorporation and By-Laws of the Company shall be required for any amendment (i)
that changes the requirements as to Eligible Individuals to receive Options
under the Plan, (ii) that increases the maximum number of shares of Common Stock
in the aggregate that may be sold pursuant to Options that are granted under the
Plan (except as permitted under Section 18 hereof), or (iii) if approval of such
amendment is necessary to comply with federal or state law (including without
limitation Rule 162(m) of the Code and Rule 16b-3 under the Exchange Act) or
with the rules of any stock exchange or automated quotation system on which the
Common Stock may be listed or traded. Except as permitted under Section 18
hereof, no amendment, suspension or termination of the Plan shall, without the
consent of the holder of the Option, alter or impair rights or obligations under
any Option theretofore granted under the Plan.
18. EFFECT OF CHANGES IN CAPITALIZATION
(a) Recapitalization. If the outstanding shares of Common
Stock are increased or decreased or changed into or
exchanged for a different number or kind of shares or
other securities of the Company by reason of any
recapitalization, reclassification, reorganization
(other than as described in Section 18(b), stock
split, reverse split, combination of shares, exchange
of shares, stock dividend or other distribution
payable in capital stock of the Company, or other
increase or decrease in such shares effected without
receipt of consideration by the Company, occurring
after the Effective Date, an appropriate and
proportionate adjustment shall be made by the
Committee (i) in the aggregate number and kind of
shares of Common Stock available under the Plan, (ii)
in the number and kind of shares of Common Stock
issuable upon exercise of outstanding Options granted
under the Plan, and (iii) in the Option Price per
share of outstanding Options granted under the Plan.
(b Reorganization. In connection with a merger,
consolidation, reorganization or other business
combination of the Company with one or more other
entities in which the Company is not the surviving
entity, each then outstanding Option shall upon
exercise thereafter entitle the holder thereof to
such number of shares of Common Stock or other
securities or property to which a holder of shares of
Common Stock would have been entitled to upon such
merger, consolidation, reorganization or other
business combination.
(c) Dissolution or Liquidation. Upon the dissolution or
liquidation of the Company, the Plan and all Options
outstanding hereunder shall terminate. In the event
of any termination of the Plan under this Section
18(c), each individual holding an Option shall have
the right, immediately prior to the occurrence of
such termination and during such reasonable period as
the Committee in its sole discretion shall determine
and designate, to exercise such Option in whole or in
part, whether or not such Option was otherwise
exercisable at the time such termination occurs and
without regard to any vesting or other limitation on
exercise imposed pursuant to Section 11(b) above.
(d) Adjustments. Adjustments under this Section 18
related to stock or securities of the Company shall
be made by the Committee, whose determination in that
respect shall be final, binding, and conclusive. No
fractional shares of Common Stock or units of other
securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by
rounding downward to the nearest whole share or unit.
(e) No Limitations. The grant of an Option pursuant to
the Plan shall not affect or limit in any way the
right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its
capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.
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19. OTHER STOCK-BASED AWARDS
Awards of shares of Common Stock, restricted stock, stock appreciation
rights and other awards ("Stock Based Awards") that are valued in whole or in
part by reference to, or otherwise based on, Common Stock, may also be made,
from time to time, to Eligible Individuals as may be selected by the Committee.
Such awards may be made alone or in addition to or in connection with any Option
other award granted hereunder. The Committee may determine the terms and
conditions of any such award. Each award shall be evidenced by an agreement
between the Eligible Individual and the Company which shall specify the number
of shares of Common Stock subject to the award, any consideration therefor, any
vesting or performance requirements and such other terms and conditions as the
Committee shall determine.
20. NO LIMITATION ON COMPENSATION
Nothing in the Plan shall be construed to limit the right of the
Company to establish other plans or to pay compensation to its employees, in
cash or property, in a manner which is not expressly authorized under the Plan.
21 NO IMPACT ON BENEFITS
Except as may otherwise be stated under any employee benefit plan,
policy or program, no amount payable in respect of any Award shall be treated as
compensation for purposes of calculating an employee's right under any such plan
policy or program
22. DISCLAIMER OF RIGHTS
No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Company or any Parent or
Subsidiary or to interfere in any way with the right and authority of the
Company or any Parent or Subsidiary either to increase or decrease the
compensation of any individual, including any Option holder, at any time, or to
terminate any employment or other relationship between any individual and the
Company or any Parent or Subsidiary. A holder of an Option shall not be deemed
for any purpose to be a stockholder of the Company with respect to such Option
except to the extent that such Option shall have been exercised with respect
thereto and, in addition, a stock certificate shall have been issued theretofore
and delivered to the holder. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as expressly provided in Section 18
hereof.
23. NONEXCLUSIVITY OF THE PLAN
The adoption of the Plan shall not be construed as creating any
limitations upon the right and authority of the Board or Committee to adopt such
other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a
particular individual or individuals) as the Board or Committee in its
discretion determines desirable, including, without limitation, the granting of
stock options or stock appreciation rights other than under the Plan.
24. SEVERABILITY
If any provision of the Plan or any Option Agreement shall be
determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.
25. NOTICES
Any communication or notice required or permitted to be given under
the Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: President, and if to the holder of an Option, to the address as
appearing on the records of the Company.
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