EXHIBIT 99.1
M & F WORLDWIDE CORP.
2000 STOCK OPTION PLAN
1. PURPOSE
This M & F Worldwide Corp. 2000 Stock Option Plan (the "Plan") is
intended to encourage stock ownership by employees, directors and
consultants of M & F Worldwide Corp. (the "Company") and Affiliate
Corporations (as defined in Section 2(a)), so that they may acquire or
increase their proprietary interest in the Company, and to encourage such
employees, directors and consultants to remain in the employ or service of
the Company and to put forth maximum efforts for the success of the
business of the Company. It is further intended that options granted
pursuant to Section 6 of the Plan shall constitute "incentive stock
options" ("Incentive Stock Options") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended, and the regulations issued
thereunder (the "Code"), and options granted pursuant to Section 7 of the
Plan shall constitute "nonqualified stock options" ("Nonqualified Stock
Options"). Stock appreciation rights ("Rights") related to stock options
granted under the Plan ("Options"), and Rights that are not related to
Options, may be granted under the Plan, as hereinafter set forth.
2. DEFINITIONS
As used in the Plan, the following words and phrases shall have the
meanings indicated:
(a) "Affiliate Corporation" shall mean any corporation, directly or
indirectly, through one or more intermediaries, controlling, controlled by
or under common control with the Company.
(b) "Disability" shall mean an Optionee's inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
that has lasted or can be expected to last for a continuous period of not
less than twelve (12) months.
(c) "Fair Market Value" per share as of a particular date shall mean
(i) the closing price per share of Common Stock (as defined in Section 5)
on a national securities exchange or on the NASDAQ stock market for the
last preceding date on which there was a sale of Common Stock on such
exchange, or (ii) if the shares of Common Stock are then traded on any
other over-the-counter market, the average of the closing bid and asked
prices for the shares of Common Stock in such over-the-counter market for
the last preceding date on which there was a sale of Common Stock in such
market or (iii) if the shares of Common Stock are not then listed on a
national securities exchange or traded in an over-the-counter market, such
value as the Committee in its discretion may determine.
(d) Parent Corporation" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if,
at the time of granting an Option, each of such corporations (other than
the Company) owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
(e) "Subsidiary Corporation" shall mean any corporation (other than
the Company) in an unbroken chain of corporations beginning with the
Company if, at the time of granting an Option, each of such corporations
(other than the last corporation in an unbroken chain) owns stock
possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
(f) "Ten Percent Stockholder" shall mean an Optionee who, at the time
an Incentive Stock Option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company or of its Parent or Subsidiary Corporations.
3. ADMINISTRATION
Unless otherwise determined by the Board of Directors of the Company
(the "Board"), the Plan shall be administered by a committee appointed by
the Board ("Compensation Committee"), which shall consist of two or more
members of the Board who are "outside directors" within the meaning of
section 162(m) of the Code. The Compensation Committee may, in its
discretion, delegate to a subcommittee its duties hereunder, including the
grant of Options and Rights. The full Board shall also have the authority,
in its discretion, to grant Options and Rights under the Plan and to
administer the Plan. For all purposes under the Plan, any entity which
performs the duties described herein, shall be referred to as the
"Committee."
The Committee shall have the authority in its discretion, subject to
and not inconsistent with the express provisions of the Plan, to administer
the Plan and to exercise all the powers and authorities either specifically
granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to
grant Options and Rights; to determine which Options shall constitute
Incentive Stock Options and which Options shall constitute Nonqualified
Stock Options; to determine which Options, if any, shall be accompanied by
Rights; to determine the purchase price of the shares of Common Stock
covered by each Option (the "Option Price"); to determine the persons to
whom, and the time or times at which, Options shall be granted; to
determine the number of shares to be covered by each Option; to interpret
the Plan; to prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the Option Agreements
and Award Agreements (which need not be identical) entered into in
connection with Options and Rights granted under the Plan; and to make all
other determinations deemed necessary or advisable for the administration
of the Plan. The Committee may delegate to one or more of its members or to
one or more agents such administrative duties as it may deem advisable, and
the Committee or any person to whom it has delegated duties as aforesaid
may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan.
No member of the Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option or
Right granted hereunder.
4. ELIGIBILITY
Options or Rights, or both, may be granted to key employees
(including, without limitation, officers) and directors (whether or not
such directors are employees) of, or consultants to, the Company or its
present or future Affiliate Corporations, except that Incentive Stock
Options shall be granted only to individuals who, on the date of such
grant, are employees of the Company or a Parent Corporation or a Subsidiary
Corporation. In determining the persons to whom Options and Rights shall be
granted and the number of shares to be covered by each Option and any
Rights, the Committee shall take into account the duties of the respective
persons, their present and potential contributions to the success of the
Company and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan. A person to whom an
Option or a Right has been granted hereunder is sometimes referred to
herein as an "Optionee."
5. STOCK
The stock subject to Options and Rights hereunder shall be shares of
the Company's common stock, par value $0.01 per share ("Common Stock").
Such shares may, in whole or in part, be authorized but unissued shares or
shares that shall have been or that may be reacquired by the Company. The
aggregate number of shares of Common Stock with respect to which Options
and Rights may be granted from time to time under the Stock Plan shall not
exceed 1,500,000. No person may be granted Options or Rights under the Plan
during any calendar year with respect to more than 600,000 shares of Common
Stock. The limitations established by the preceding two sentences shall be
subject to adjustment as provided in Section 8(h).
6. INCENTIVE STOCK OPTIONS
Options granted pursuant to this Section 6 are intended to constitute
Incentive Stock Options and shall be subject to the following special terms
and conditions, in addition to the general terms and conditions specified
in Section 8.
(a) Value of Shares. The aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of the shares of Common
Stock with respect to which Options granted under the Plan and all other
option plans of the Company, any Parent Corporation and any Subsidiary
Corporation become exercisable for the first time by an Optionee during any
calendar year shall not exceed $100,000.
(b) Ten Percent Stockholder. In the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, (i) the Option Price shall not be
less than one hundred ten percent (110%) of the Fair Market Value of a
share of Common Stock on the date of grant of such Incentive Stock Option,
and (ii) the exercise period shall not exceed five (5) years from the date
of grant of such Incentive Stock Option.
7. NONQUALIFIED STOCK OPTIONS
Options granted pursuant to this Section 7 are intended to constitute
Nonqualified Stock Options and shall be subject only to the general terms
and conditions specified in Section 8.
8. TERMS AND CONDITIONS OF OPTIONS
Each Option granted pursuant to the Plan shall be evidenced by a
written stock option agreement ("Option Agreement") between the Company and
the Optionee, which shall comply with and be subject to the following terms
and conditions:
(a) Number of Shares. Each Option Agreement shall state the number of
shares of Common Stock to which the Option relates.
(b) Option Price. Each Option Agreement shall state the Option Price
per share of Common Stock, which, in the case of Incentive Stock Options,
shall be not less than one hundred percent (100%) of the Fair Market Value
of a share of Common Stock on the date of grant of the Option. The Option
Price shall be subject to adjustment as provided in Section 8(h).
(c) Medium and Time of Payment. The Option Price shall be paid in
full, at the time of exercise, in cash or in shares of Common Stock having
a Fair Market Value equal to the Option Price or in a combination of cash
and such shares, and may be effected in whole or in part with monies
borrowed from the Company pursuant to repayment terms and conditions as
shall be determined from time to time by the Committee, in its discretion,
separately with respect to each exercise of Options and each Optionee;
provided, however, that each such method and time for payment and each such
borrowing and terms and conditions of security, if any, and repayment shall
be permitted by and be in compliance with applicable law.
(d) Term and Exercise of Options. Options shall be exercisable over
the exercise period as and at the times and upon the conditions that the
Committee may determine, as reflected in the Option Agreement; provided,
however, that the Committee shall have the authority to accelerate the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. The
exercise period shall be determined by the Committee; provided, however,
that in the case of an Incentive Stock Option, such exercise period shall
not exceed ten (10) years from the date of grant of such Incentive Stock
Option. The exercise period shall be subject to earlier termination as
provided in Section 8(e) and 8(f). An Option may be exercised, as to any or
all full shares of Common Stock as to which the Option has become
exercisable, by giving written notice of such exercise to the Company;
provided, however, that an Option may not be exercised at any time as to
fewer than 100 shares (or such number as to which the Option is then
exercisable if such number of shares is less than 100).
(e) Termination of Employment or Service. Except as provided in this
Section 8(e) and in Section 8(f), an Option may not be exercised unless the
Optionee is then in the employ of, or a director of, or a consultant to (1)
the Company, (2) an Affiliate Corporation or (3) a corporation issuing or
assuming the Option in a transaction to which Section 424(a) of the Code
applies or a Parent Corporation or Subsidiary Corporation of the
corporation described in clauses (1), (2) or (3) above in this Section 8(e)
(any such corporation, an "Employer") and unless the Optionee has remained
continuously employed or in service with an Employer since the date of
grant of the Option. Unless otherwise determined by the Committee, in the
event that the employment or service of an Optionee shall terminate other
than by reason of death or Disability (and regardless of whether the
Optionee is entitled to any contractual or severance payments with respect
to such termination), then all Options of such Optionee that are not
exercisable as of the date of such termination shall terminate as of the
date of termination and all exercisable Options shall (unless earlier
terminated in accordance with their terms) remain exercisable for a period
of three months immediately following the date of termination and shall
terminate thereafter. Nothing in the Plan or in any Option or Right granted
pursuant hereto shall confer upon an individual any right to continue in
the employ of, or as a director of, or a consultant to an Employer or
interfere in any way with the right of an Employer to terminate such
employment or service at any time.
(f) Death or Disability of Optionee. Unless otherwise determined by
the Committee, if an Optionee shall die while employed by, or a director
of, or a consultant to an Employer, or if the Optionee's employment or
service shall terminate by reason of Disability, any unvested Options shall
become fully vested and exercisable as of the date of termination and all
such Options and all other Options that are exercisable as of such date
shall (unless earlier terminated in accordance with their terms) remain
exercisable for a period of one year immediately following the date of such
death or termination by reason of Disability and shall terminate
thereafter.
(g) Nontransferability of Options. Unless otherwise determined by the
Committee, the Options shall not be transferable otherwise than by will or
by the laws of descent and distribution, and Options may be exercised,
during the lifetime of the Optionee, only by the Optionee or by the
guardian or legal representative of the Optionee. Without limiting the
generality of the foregoing, the Committee may, in the manner established
by the Committee, provide for the irrevocable transfer, without payment of
consideration, of any Option other than any Incentive Stock Option by an
Optionee to a member of such Optionee's Immediate Family (as defined below)
or to the Optionee's Affiliates (as defined below). In such case, the
Option shall be exercisable only by such transferee. "Immediate Family"
refers to children, grandchildren, and spouse of the Optionee or one or
more trusts for the benefit of such family members or partnerships in which
such family members are the only partners. "Affiliate" refers to any person
that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, the Optionee.
(h) Effect of Certain Changes.
(1) In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, stock,
or other property), recapitalization, stock split, reverse split,
reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, or other similar corporate transaction
or event, affects the Common Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights
of Optionees under the Plan, then the Committee shall make such
equitable changes or adjustments as it deems necessary or appropriate
to any or all of (i) the number and kind of shares of Common Stock or
other property (including cash) that may thereafter be issued in
connection with Options and Rights, (ii) the number and kind of
shares of Common Stock or other property (including cash) issued or
issuable in respect of outstanding Options and Rights, (iii) the
exercise price of Options or the applicable market value of Rights;
provided that, with respect to Incentive Stock Options, such
adjustment shall be made in accordance with Section 424(h) of the
Code and (iv) the aggregate and individual limitations applicable to
Options and Rights; provided, however, that, in all cases, any
fractional shares resulting from adjustment shall be eliminated.
(2) In the event of a change in the Common Stock of the Company
as presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares with
a different par value or without par value, the shares resulting from
any such change shall be deemed to be the Common Stock within the
meaning of the Plan.
(3) The foregoing adjustments shall be made by the Committee,
whose determination shall be final, binding and conclusive.
(i) Rights as a Stockholder. An Optionee or a transferee of an Option
shall have no rights as a stockholder with respect to any shares covered by
the Option until the date of the issuance of a stock certificate to him or
her for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distribution of other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 8(h).
(j) Other Provisions. The Option Agreements authorized under the Plan
shall contain such other provisions, including, without limitation, (i) the
granting of Rights, (ii) the imposition of restrictions upon the exercise
of an Option and (iii) in the case of an Incentive Stock Option, the
inclusion of any condition not inconsistent with such Option's qualifying
as an Incentive Stock Option, as the Committee shall deem advisable.
9. STOCK APPRECIATION RIGHTS
(a) Grant and Exercise. Rights may be granted either alone ("Free
Standing Rights") or in conjunction with all or part of any Option granted
under the Plan ("Related Rights"). In the case of a Nonqualified Stock
Option, Related Rights may be granted either at or after the time of the
grant of such Option. In the case of an Incentive Stock Option, Related
Rights may be granted only at the time of the grant of the Incentive Stock
Option.
A Related Right or applicable portion thereof granted with respect to
any Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Option, except that, unless
otherwise determined by the Committee, a Related Right granted with respect
to less than the full number of shares covered by a related Option shall
only be reduced if and to the extent that the number of shares covered by
the exercise or termination of the related Option exceeds the number of
shares not covered by the Right immediately prior to such termination or
exercise.
A Related Right may be exercised in accordance with paragraph (b) of
this Section 9, by surrendering the applicable portion of the related
Option. Upon such exercise and surrender, the Optionee shall be entitled to
receive an amount determined in the manner prescribed in paragraph (b) of
this Section 9. Options which have been so surrendered, in whole or in
part, shall no longer be exercisable to the extent the Related Rights have
been exercised.
(b) Terms and Conditions. Rights shall be subject to such terms and
conditions not inconsistent with the provisions of the Plan as shall be
determined from time to time by the Committee, including the following:
(1) Related Rights shall be exercisable only at such time or
times and to the extent that the Options to which the Related Rights
relate shall be exercisable in accordance with the provisions of
Sections 6, 7 and 8 and this Section 9 of the Plan.
(2) Upon the exercise of a Related Right, an Optionee shall be
entitled to receive up to, but not more than, an amount in cash or
shares of Common Stock equal in value to the excess of the Fair
Market Value of one share of Common Stock over the Option Price per
share specified in the related Option multiplied by the number of
shares in respect of which the Related Right shall have been
exercised, with the Committee having the right to determine the form
of payment.
(3) Unless otherwise determined by the Committee, Related
Rights shall be transferable only when and to the extent (and subject
to the same restrictions) that the underlying Option would be
transferable under Section 8(g) of the Plan.
(4) Upon an exercise of a Related Right, the Option or part
thereof to which the Related Right relates shall terminate but the
number of shares available for issuance set forth in Section 5 of the
Plan shall be reduced only by the number of shares actually issued
upon the exercise of such Related Right.
(5) A Related Right granted in connection with an Incentive
Stock Option may be exercised only if and when the market price of
the Common Stock subject to the Incentive Stock Option exceeds the
exercise price of such Option.
(6) Each Free Standing Right granted pursuant to the Plan shall
be evidenced by a written award agreement ("Award Agreement") between
the Company and the recipient. Free Standing Rights shall be
exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at or after grant
thereof.
(7) The term of each Free Standing Right shall be fixed by the
Committee.
(8) Upon the exercise of a Free Standing Right, a recipient
shall be entitled to receive up to, but not more than, an amount in
cash or shares of Common Stock equal in value to the excess of the
Fair Market Value of one share of Common Stock over the price per
share specified in the Award Agreement multiplied by the number of
shares in respect of which such Right is being exercised, with the
Committee having the right to determine the form of payment.
(9) Unless otherwise determined by the Committee, Free Standing
Rights shall not be transferable otherwise than by will or by the
laws of descent and distribution, and may be exercised, during the
lifetime of the recipient, only by the recipient or by the guardian
or legal representative of the recipient.
(10) In the event of the termination of employment or service
of a recipient of a Free Standing Right or the death, disability or
retirement of such recipient of a Free Standing Right, such Free
Standing Right shall be exercisable to the same extent that an Option
would have been exercisable in accordance with the provisions of
Sections 8(e) and (f), in the event of the termination of employment
or service or the death, disability or retirement of the Optionee.
10. AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES
If the Committee shall so require as a condition of exercise, each
Optionee shall agree that
(a) no later than the date of exercise of any Option or Right
granted hereunder, the Optionee will pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any
federal, state or local taxes of any kind required by law to be
withheld upon the exercise of such Option or Right; and
(b) the Company shall have the right, to the extent permitted
or required by law, to deduct from any payment of any kind otherwise
due to the Optionee, federal, state and local taxes of any kind
required by law to be withheld upon the exercise of such Option or
Right.
11. TERM OF PLAN
Options and Rights may be granted pursuant to the Plan from time to
time within a period of ten (10) years from the date the Plan is adopted by
the Board.
12. AMENDMENT AND TERMINATION OF THE PLAN
The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan; provided, however, that, unless otherwise
determined by the Board, an amendment that requires stockholder approval in
order for the Plan to continue to comply with Section 162(m) of the Code or
any other law, regulation or stock exchange requirement shall not be
effective unless approved by the requisite vote of stockholders. Except as
provided in Section 8, no suspension, termination, modification or
amendment of the Plan may adversely affect any Option or Right previously
granted, unless the written consent of the Optionee is obtained.
13. EFFECTIVENESS; APPROVAL OF STOCKHOLDERS
The Plan shall take effect upon its adoption by the Board or the
Compensation Committee, but its effectiveness and the exercise of any
Options or Rights shall be subject to the approval of the stockholders of
the Company, which approval must occur within twelve (12) months after the
date the Plan is adopted by the Board.
14. EFFECT OF HEADINGS
The section and subsection headings contained herein are for
convenience only and shall not affect the construction of the Plan.
15. COMPLIANCE WITH CERTAIN LAWS
This Plan is intended to comply with the requirements of Section
162(m) of the Code and shall be interpreted accordingly.
