1993 Stock Option Plan - Learning Ventures Inc.
LEARNING VENTURES, INC.
1993 STOCK OPTION PLAN
1. Purpose of the Plan.
This Plan shall be known as the "Learning Ventures, Inc. 1993 Stock
Option Plan" and is hereinafter referred to as the "Plan." The purpose of the
Plan is to aid in maintaining and developing personnel capable of assuring the
future success of Learning Ventures, Inc., a Minnesota corporation (the
"Company") and its subsidiaries, to offer such personnel additional incentives
to put forth maximum efforts for the success of the business, and to afford them
an opportunity to acquire a proprietary interest in the Company through stock
options as provided herein. Options granted under this Plan may be either
incentive stock options ("Incentive Stock Options") within the meaning of
section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
options which do not qualify as Incentive Stock Options.
2. Stock Subject to the Plan.
Subject to the provisions of section 12, the shares of stock to be
subject to options under the Plan shall be shares of the Company's authorized
common stock. Such shares may be either authorized but unissued shares, or
issued shares which have been reacquired by the Company. Subject to the
adjustment as provided in section 12, the maximum number of shares on which
options may be exercised under this Plan shall be 1,487,500 shares. If an option
under the Plan expires, or for any reason is terminated or unexercised with
respect to any shares, such shares shall again be available for options
thereafter granted during the term of the Plan.
3. Administration of Plan.
(a) The Plan shall be administered by the Board of Directors of the
Company or a committee of two or more directors of the Company. The members of
such committee shall be appointed by and serve at the pleasure of the Board of
Directors. The group administering the Plan shall be referred to herein as the
"Committee. "
(b) The Committee shall have plenary authority in its discretion,
but subject to the express provisions of this Plan, (i) to determine the
purchase price of the common shares covered by each option, (ii) to determine
the employees to whom and the time or times at which such options shall be
granted and the number of shares to be subject to each option, (iii) to
determine the terms of exercise of each option, (iv) to accelerate the time at
which all or any part of an option may be exercised, (v) to amend or modify the
terms of any option with the consent of the optionee, (vi) to interpret the
Plan, (vii) to prescribe, amend and rescind rules and regulations relating to
the Plan, (viii) to determine the terms and provisions of each option agreement
under this Plan (which agreements need not be identical), including the
designation of those options intended to be Incentive Stock Options, and (ix) to
make all other
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determinations necessary or advisable for the administration of the Plan,
subject to the exclusive authority of the Board of Directors under section 13 to
amend or terminate the Plan. The Committee's determinations on the foregoing
matters, unless otherwise disapproved by the Board of Directors of the Company,
shall be final and conclusive.
(c) The Committee shall select one of its members as its Chairman
and 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 not less than a majority of its members. Any decision
or determination reduced to writing and signed by all of the members of the
Committee shall be fully effective as if it had been made by a majority vote at
a meeting duly called and held. The granting of an option pursuant to the Plan
shall be effective only if a written agreement shall have been duly executed and
delivered by and on behalf of the Company and the employee to whom such right is
granted. The Committee may appoint a Secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable.
4. Eligibility.
Incentive Stock Options may only be granted under this Plan to any
full or part-time employee (which term as used herein includes, but is not
limited to, officers and directors who are also employees) of the Company and of
its present and future subsidiary corporations (herein called "subsidiaries").
Members of the Board of Directors of the Company, consultants or independent
contractors providing valuable services to the Company or one of its
subsidiaries who are not also employees thereof shall be eligible to receive
options which do not qualify as Incentive Stock Options. In determining the
persons to whom options shall be granted and the number of shares subject to
each option, the Committee may take into account the nature of services rendered
by the respective employees, their present and potential contributions to the
success of the Company and such other factors as the Committee in its discretion
shall deem relevant. A person who has been granted an option under the Plan may
be granted an additional option or options under the Plan if the Committee shall
so determine; provided, however, that to the extent the aggregate fair market
value (determined at the time the Incentive Stock Option is granted) of the
stock with respect to which all Incentive Stock Options are exercisable for the
first time by an employee during any calendar year (under all plans described in
section 422 of the Code of his employer corporation and its parent and
subsidiary corporations described in section 424(e) or 424(f) of the Code)
exceeds $100,000, such options shall be treated as options which do not qualify
as Incentive Stock Options.
5. Price.
The option price for all Incentive Stock Options granted under the
Plan shall be determined by the Committee but shall not be less than 100% of the
fair market value of shares of the Company's common stock at the date of
granting of such option. The option price for options granted under the Plan
which do not qualify as
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Incentive Stock Options shall also be determined by the Committee. For purposes
of the preceding sentence and for all other valuation purposes under the Plan,
the fair market value of the Company's common stock shall be as reasonably
determined by the Committee. If on the date of grant of any option granted under
the Plan, the common stock of the Company is not publicly traded, the Committee
shall make a good faith attempt to satisfy the option price requirement of this
section 5 and in connection therewith shall take such action as it deems
necessary or advisable.
6. Term.
Each option and all rights and obligations thereunder shall, subject
to the provisions of section 9, expire on the date determined by the Committee
and specified in the option agreement. The Committee shall be under no duty to
provide terms of like duration for options granted under the Plan, but the term
of an Incentive Stock Option may not extend more than ten (10) years from the
date of granting of such option and the term of options granted under the Plan
which do not qualify as Incentive Stock Options may not extend more than fifteen
(15) years from the date of granting of such option.
7. Exercise of Option.
(a) The Committee shall have full and complete authority to
determine, subject to section 9, whether the option will be exercisable in full
at any time or from time to time during the term of the option, or to provide
for the exercise thereof in such installments, upon the occurrence of such
events and at such times during the term of the option as the Committee may
determine.
(b) The exercise of any option granted hereunder shall only be
effective at such time that the sale of common stock pursuant to such exercise
will not violate any state or federal securities or other laws.
(c) An optionee electing to exercise an option shall give written
notice to the Company of such election and of the number of shares subject to
such exercise. The full purchase price of such shares shall be tendered with
such notice of exercise. Payment shall be made to the Company either in cash
(including check, bank draft or money order), or, at the discretion of the
Committee, (i) by delivering certificates for shares of the Company's common
stock already owned by the optionee having a fair market value equal to the full
purchase price of the shares, or (ii) a combination of cash and such shares;
provided, however, that an optionee shall not be entitled to tender shares of
the Company's common stock pursuant to successive, substantially simultaneous
exercises of options granted under this or any other stock option plan of the
Company. The fair market value of such shares shall be determined as provided in
section 5. Until such person has been issued a certificate or certificates for
the shares subject to such exercise, he shall possess no rights as a stockholder
with respect to such shares.
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8. Additional Restrictions.
The Committee shall have full and complete authority to determine
whether all or any part of the shares of common stock of the Company acquired
upon exercise of any of the options granted under the Plan shall be subject to
restrictions on the transferability thereof or any other restrictions affecting
in any manner the optionee's rights with respect thereto, but any such
restriction shall be contained in the agreement relating to such options.
9. Effect of Termination of Employment or Death.
(a) In the event that an optionee shall cease to be employed by the
Company or its subsidiaries, if any, for any reason other than his gross and
willful misconduct or his death or disability as set forth in section 9(c), such
optionee shall have the right to exercise the option at any time within thirty
(30) days after such termination of employment to the extent of the full number
of shares he was entitled to purchase under the option on the date of
termination, subject to the condition that no option shall be exercisable after
the expiration of the term of the option.
(b) In the event that an optionee shall cease to be employed by the
Company or its subsidiaries, if any, by reason of his gross and willful
misconduct during the course of his employment, including but not limited to
wrongful appropriation of funds of his employer or the commission of a gross
misdemeanor or felony, the option shall be terminated as of the date of the
misconduct.
(c) If the optionee shall die while in the employ of the Company or
a subsidiary, if any, or within three months after termination of employment for
any reason other than gross and willful misconduct, or the optionee's employment
is terminated because optionee has become disabled (within the meaning of Code
section 22(e)(3)) while in the employ of the Company or a subsidiary, if any,
and such optionee shall not have fully exercised the option, such option may be
exercised at any time within ninety (90) days after his death or the date of
such disability by the optionee or the personal representatives of the optionee,
as applicable, or by any person or persons to whom the option is transferred by
will or the applicable laws of descent and distribution, to the extent of the
full number of shares he was entitled to purchase under the option on the date
of death (or termination of employment, if earlier) and subject to the condition
that no option shall be exercisable after the expiration of the term of the
option.
(d) Nothing in the Plan or in any agreement thereunder shall confer
on any employee any right to continue in the employ of the Company or any of its
subsidiaries or affect, in any way, the right of the Company or any of its
subsidiaries to terminate his employment at any time.
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10. Ten Percent Shareholder Rule.
Notwithstanding any other provision in the Plan, if at the time an
option is otherwise to be granted pursuant to the Plan the optionee owns
directly or indirectly (within the meaning of section 424(d) of the Code) shares
of common stock of the Company possessing more than ten percent (10% ) of the
total combined voting power of all classes of stock of the Company or its parent
or subsidiary corporations (within the meaning of section 424(e) or 424(f) of
the Code), if any, then any Incentive Stock Option to be granted to such
optionee pursuant to the Plan shall satisfy the requirements of section
422(c)(7) of the Code, the option price shall be not less than 110% of the fair
market value of the common stock of the Company determined as described herein,
and such option by its terms shall not be exercisable after the expiration of
five (5) years from the date such option is granted.
11. Non-Transferability.
No option granted under the Plan shall be transferable by an
optionee, otherwise than by will or the laws of descent or distribution as
provided in section 9(c). During the lifetime of an optionee the option shall be
exercisable only by such optionee.
12. Dilution or Other Adjustments.
If there shall be any change in the shares of the Company's common
stock through merger, consolidation, reorganization, recapitalization, stock
dividend (of whatever amount), stock split or other change in the corporate
structure, appropriate adjustments in the Plan and outstanding options shall be
made by the Committee. In the event of any such changes, adjustments shall
include, where appropriate, changes in the aggregate number of shares subject to
the Plan, the number of shares and the price per share subject to outstanding
options, in order to prevent dilution or enlargement of option rights.
13. Amendment or Discontinuance of Plan.
The Board of Directors may amend or discontinue the Plan at any
time. However, no amendment of the Plan shall, without stockholder approval: (i)
increase the maximum number of shares under the Plan as provided in section 2,
(ii) decrease the minimum option price provided in section 5, (iii) extend the
maximum option term under section 6, or (iv) materially modify the eligibility
requirements for participation in the Plan. The Committee shall not alter or
impair any option theretofore granted under the Plan without the consent of the
holder of the option.
14. Time of Granting.
Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board of Directors or by the stockholders of the Company, and no
action taken by the Committee or the Board of Directors (other than the
execution and delivery of an option) shall constitute the granting of an option
hereunder.
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15. No Guaranty of Employment.
Nothing in the Plan or in any agreement thereunder shall confer on
any employee any right to continue in the employ of the Company or any of its
subsidiaries or affect, in any way, the right of the Company or any of its
subsidiaries to terminate any employee's employment at any time.
16. Effective Date and Termination of Plan.
(a) The Plan was approved by the Board of Directors on February 24,
1993, and shall be approved by the shareholders of the Company within twelve
(12) months thereof.
(b) Unless the Plan shall have been discontinued as provided in
section 13, the Plan shall terminate February 23, 2003. No option may be granted
after such termination, but termination of the Plan shall not, without the
consent of the optionee, alter or impair any rights or obligations under any
option theretofore granted.
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FIRST AMENDMENT
OF
LEARNING VENTURES, INC.
1993 STOCK OPTION PLAN
THIS FIRST AMENDMENT is made as of February 18,1994.
WHEREAS, the Board of Directors and Shareholders of Learning
Ventures, Inc., a Minnesota corporation (the "Company"), approved and adopted
the Learning Ventures, Inc. 1993 Stock Option Plan (the "Plan") as of February
24, 1993; and
WHEREAS, pursuant to Section 13 of the Plan, the Internal Revenue
Code of 1986, as amended, and the Treasury Regulations issued thereunder, the
Board of Directors has the power and authority to amend the Plan as set forth
herein, and the Board of Directors has determined that such amendment is in the
best interests of the Company.
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Reduction of Number of Shares. The maximum number of shares subject to
the Plan shall be reduced to One Million Two Hundred Thousand (1,200,000)
shares. Accordingly, Section 2 of the Plan is hereby amended to read in its
entirety as follows:
2. Stock Subject to the Plan.
Subject to the provisions of section 12, the shares of stock to be
subject to options under the Plan shall be shares of the Company's authorized
common stock. Such shares may be either authorized but unissued shares, or
issued shares which have been reacquired by the Company. Subject to the
adjustment as provided in section 12, the maximum number of shares on which
options may be exercised under this Plan shall be One Million Two Hundred
Thousand (1,200,000) shares. If an option under the Plan expires, or for any
reason is terminated or unexercised with respect to any shares, such shares
shall again be available for options thereafter granted during the term of the
Plan.
II. Survival of Plan. Except as set forth above, the Plan shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company has executed this Amendment as of
the date set forth in the first paragraph.
LEARNING VENTURES, INC.
By /s/ Stephen Shank
-----------------------
Its President
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SECOND AMENDMENT OF LEARNING VENTURES, INC.
1993 STOCK OPTION PLAN
This Second Amendment is made effective November 1, 1995.
WHEREAS, the Board of Directors and Shareholders of Learning Ventures,
Inc., a Minnesota corporation (the "Company" ), approved and adopted the
Learning Ventures, Inc. 1993 Stock Option Plan (the "Plan" ) as of February 24,
1993, as amended February 18, 1994; and
WHEREAS, pursuant to Section 13 of the Plan, the Internal Revenue Code of
1986, as amended, and the Treasury Regulations issued thereunder, the Board of
Directors has the power and authority to amend the Plan as set forth herein, and
the Board of Directors has determined that such amendment is in the best
interests of the Company.
NOW THEREFORE, the Plan is hereby amended as follows:
1. Paragraph 7(c) - Exercise of Option is hereby amended by changing the
words ". . at the discretion of the Committee.." to " ... at the discretion of
the Employee...."
2. Paragraph 9(a) - Effect of Termination of Employment or Death is hereby
amended by changing the words "within thirty (30) days after such
termination..." to "within sixty (60) after such termination...."
IN WITNESS WHEREOF, the Company has executed this Second Amendment as of
the effective date set forth in the first paragraph.
LEARNING VENTURES, INC.
By /s/ Paul F. Clifford
-----------------------
Its Secretary
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THIRD AMENDMENT
OF
LEARNING VENTURES, INC.
1993 STOCK OPTION PLAN
This Third Amendment is made effective December 27, 1995.
WHEREAS, the Board of Directors and Shareholders of Learning Ventures,
Inc., a Minnesota corporation (the "Company"), approved and adopted the Learning
Ventures, Inc. 1993 Stock Option Plan (the "Plan") as of February 24, 1993, as
amended February 18, 1994 and November 1, 1995; and
WHEREAS, pursuant to Section 13 of the plan, the Internal Revenue Code of
1986, as amended, and the Treasury Regulations issued thereunder, the Board of
Directors has the power and authority to amend the Plan as set forth herein, and
the Board of Directors has determined that such amendment is in the best
interests of the Company.
NOW THEREFORE, the Plan is hereby amended as follows:
1. Paragraph 1 of the Plan is amended by changing the words "This Plan
shall be known as the "Learning Ventures, Inc. 1993 Stock Option
Plan" to "This Plan shall be known as the "Learning Ventures
International, Inc. 1993 Stock Option Plan.""
2. All references in the Plan to "Learning Ventures, Inc." are hereby
amended and changed to "Learning Ventures International, Inc."
IN WITNESS WHEREOF, the Company has executed this Third Amendment as of
the effective date set forth in the first paragraph.
LEARNING VENTURES, INC.
By /s/ Paul F. Clifford
-----------------------
Its Secretary
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FOURTH AMENDMENT
OF
LEARNING VENTURES INTERNATIONAL, INC.
1993 STOCK OPTION PLAN
THIS FOURTH AMENDMENT is made as of September 29, 1997.
WHEREAS, the Board of Directors and Shareholders of Learning
Ventures International, Inc., a Minnesota corporation (the "Company"), approved
and adopted the Learning Ventures International, Inc. 1993 Stock Option Plan as
of February 24, 1993, as amended February 18, 1994, November 1, 1995 and
December 27, 1995 (the "Plan"); and
WHEREAS, the Board of Directors and Shareholders of the Company have
approved the amendment of the Plan as set forth herein, and the Board of
Directors has determined that such amendment is in the best interests of the
Company.
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Increase of Number of Shares. The maximum number of shares subject to
the Plan shall be increased to 1,825,000 shares. Accordingly, Section 2 of the
Plan is hereby amended to read in its entirety as follows:
2. Stock Subject to the Plan.
Subject to the provisions of section 12, the shares of stock to be
subject to options under the Plan shall be shares of the Company's
authorized common stock. Such shares may be either authorized but unissued
shares, or issued shares which have been reacquired by the Company.
Subject to the adjustment as provided in section 12, the maximum number of
shares on which options may be exercised under this Plan shall be One
Million Eight Hundred Twenty-Five Thousand (1,825,000) shares. If an
option under the Plan expires, or for any reason is terminated or
unexercised with respect to any shares, such shares shall again be
available for options thereafter granted during the term of the Plan.
II. Survival of Plan. Except as set forth above, the Plan shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company has executed this Fourth Amendment as of
the date set forth in the first paragraph.
LEARNING VENTURES INTERNATIONAL, INC.
By /s/ Stephen Shank
-----------------------
Its President