Stock Option Plan - Securacom Inc.
SECURACOM, INCORPORATED
STOCK OPTION PLAN
1. PURPOSE
This Stock Option Plan (the "Plan") for Securacom, Incorporated (the
"Company") is intended to advance the interests of the Company by providing
certain directors and employees of the Company and its subsidiaries, if any (the
"Subsidiaries"), with additional incentive to promote the success of the Company
and its Subsidiaries, to increase their proprietary interest in the Company, and
to encourage them to remain in the Company's employ or in the employ of its
Subsidiaries.
2. ADMINISTRATION OF THE PLAN
2.1 The Plan shall be administered by the Option Committee (the
"Committee") of the Board of Directors of the Company (the "Board"). The
Committee shall consist of two or more members of the Board, each of whom shall
be appointed by and shall serve at the pleasure of the Board. The Board shall
have the sole continuing authority to appoint members of the Committee both in
substitution for members previously appointed and to fill vacancies however
caused. All members of the Committee shall be "Non-Employee Directors" as such
term is defined in Rule 16b-3(b)(3) under the Securities Exchange Act of 1934,
as amended, or any successor provision. Each grant of options under the Plan
shall be approved by the Board or the Committee.
2.2 The Committee shall have the authority to grant (i) stock options
that constitute incentive stock options ("Incentive Stock Options") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"IRC") and (ii) stock options that do not constitute Incentive Stock Options
within the meaning of Section 422 of the IRC ("Nonqualified Options"). Incentive
Stock Options and Nonqualified Options are together referred to as "Options"
herein.
2.3 Subject to the provisions of this Plan, the Committee shall have
plenary authority, in its discretion, to: (i) determine the employees and other
persons (from the class of employees and other persons eligible under Section 4
to receive Options under this Plan) to whom Options shall be granted; (ii)
determine the time or times at which Options shall be granted; (iii) determine
the type of Options granted and their terms; and (iv) interpret the Plan and to
prescribe, amend, and rescind rules and regulations relating to it.
2.4 The Committee shall hold its meetings at such times and places as
it shall deem advisable. All actions of the Committee shall be taken by
agreement of a majority of the whole Committee. Any action taken by the
Committee through a written instrument signed by a majority of its members shall
be as effective as though taken at a meeting duly called and held. The Committee
may appoint a secretary to keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable.
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3. SHARES OF STOCK SUBJECT TO THE PLAN
The Committee shall have authority to grant Options under this Plan for
the purchase of an aggregate of 500,000 shares of the Common Stock of the
Company, par value $0.01 per share (the "Common Stock"). Such shares may be
authorized but unissued shares of Common Stock, or shares of Common Stock that
have been reacquired by the Company. In the event of a lapse, expiration,
termination, or cancellation of any Option granted hereunder without the
issuance of shares or payment of cash, the shares subject to or reserved for
such Option may again be used to grant additional Options; provided, that in no
event may the number of shares subject to Options issued hereunder exceed the
total number of shares reserved for issuance. The Company shall reserve and keep
available for issuance that number of shares of Common Stock equal to the number
of shares of Common Stock subject to outstanding Options hereunder.
4. PERSONS ELIGIBLE TO RECEIVE OPTIONS
4.1 The persons who shall be eligible to receive Options granted
hereunder shall be:
(i) directors and employees of the Company and/or its
Subsidiaries; provided, however, that the persons who shall be eligible
to receive options granted hereunder intended to be Incentive Stock
Options shall be employees of the Company and/or its Subsidiaries, as
that term is defined in Section 424 of the IRC; and provided, further,
that no employee shall receive options to purchase Common Stock
hereunder or under any plan of the Company or its Subsidiaries intended
to be Incentive Stock Options to the extent that the stock subject to
such options exercisable for the first time in any year has a Market
Value (determined at the time the options are granted) in excess of
$100,000; and
(ii) consultants or advisors of the Company and/or its
Subsidiaries.
5. AWARDS OF OPTIONS TO DIRECTORS
Each newly elected or appointed Director shall be granted Options to
purchase 25,000 shares of stock upon initial election or appointment to the
Board. Following such initial election or appointment, Directors who continue to
serve in such capacity shall be granted Options to purchase 25,000 shares of
stock on an annual basis following the annual stockholders meeting. The exercise
price per share of all such Options shall be the Market Value of the Common
Stock on the date of grant, as defined in Section 7.2. All such Options shall
have a term of four years and shall become exercisable in three equal annual
installments beginning on the first anniversary of the date of grant.
6. OPTIONS
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6.1 Each option granted hereunder shall be evidenced by an Option
Certificate that shall state the number of shares of stock to which it relates.
6.2 Each Option Certificate shall contain such provisions as may be
required by the terms hereof and such other provisions (including, without
limitation, restrictions on the option and the Common Stock) as the Committee
shall in its discretion impose. The Committee may vary the terms and provisions
of individual Option Certificate on a case-by-case basis and shall not be
required to make all Option Certificates uniform.
6.3 At the time each option is granted under this Plan, the Committee
shall determine whether such option is to be designated an Incentive Stock
Option. Options designated Incentive Stock Options shall conform to those
provisions of this Plan specifically applicable to Incentive Stock Options,
including, without limitation, the minimum option price specified in Section 7
and the maximum exercise period specified in Section 8.1.
7. OPTION PRICE
7.1 Other than the options issued to Directors described in Section 5
of this Plan, the option price of each option issued hereunder shall be
determined by the Commit tee in its discretion at the time the option is
granted, subject to the conditions of this Section 7. Options intended to be
Incentive Stock Options shall have an option price per share equal to or greater
than the Market Value of the Common Stock (as defined in Section 7.2) on the
date such option is granted. If any option intended to be an Incentive Stock
Option is granted to any employee holding stock possessing more than 10 percent
of the total combined voting power of all classes of the capital stock of the
Company, its parent (if any) or any of its Subsidiaries, the option price per
share shall not be less than 110 percent of the Market Value of the Common Stock
on the date the option is granted. Nonqualified Options shall have an option
price per share not less than 85% of the Market Value of the Common Stock on the
date such option is granted.
7.2 For purposes of this Plan, the term "Market Value" shall mean the
closing price of the Common Stock on the Nasdaq National Market or such other
exchange upon which the Common Stock might later be traded, on the date
specified.
8. TERMS AND EXERCISE OF OPTIONS
8.1 Each option granted hereunder shall be exercisable only during a
term commencing and ending (unless the option shall have terminated earlier
under other provisions of this Plan) on dates to be fixed by the Committee,
subject to the following further limitations:
(i) with respect to any option intended to be an Incentive
Stock Option, the date fixed by the Committee as the end of the option
term must be a date not more than 10 years from the date the option was
granted;
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(ii) subject to the provisions of Sections 9.3 and 9.4 hereof,
any option intended to be an Incentive Stock Option may not be
exercisable more than three months after the optionee ceases to be an
employee of the Company or a Subsidiary; and
(iii) with respect to any option intended to be an Incentive
Stock Option that is granted to a person possessing more than 10
percent of the total combined voting power of all classes of the
capital stock of the Com pany, its parent (if any) or any of its
Subsidiaries, the date fixed by the Committee as the end of the option
term must be a date not more than five years from the date the option
was granted.
The period of the option, once it is granted, may be reduced only as provided
for in Section 9 in connection with the termination of employment, death, or
disability of the optionee.
8.2 The Committee shall have authority to grant options exercisable in
whole or in part at any time during their term, or exercisable in cumulative or
non-cumulative installments, as may be determined by the Committee, provided
that any option that is intended to be an Incentive Stock Option shall meet the
requirements of Sections 8.1 and 4.1 hereof.
8.3 Unless otherwise provided herein or in the option agreement, an
option may be exercised in whole or in part at any time during its term. The
Committee may, in its discretion, provide that an option may not be exercised in
whole or in part for any period or periods of time specified in the option
agreement. The Committee may, in its discretion, include in any option granted
hereunder, a condition that the optionee shall agree to remain in the employ of,
and to render services to, the Company and/or a Subsidiary(ies) for a specified
period of time following the date the option is granted. No such agreement shall
impose upon the Company or any Subsidiary any obligation to employ the optionee
for any period of time.
8.4 Options shall be exercised by delivering or mailing to the
Committee:
(i) a notice, in the form prescribed by the Committee, specifying
the number of shares of Common Stock with respect to which the option
is exercised;
(ii) a certified bank check or money order payable to the
Company, or shares of Common Stock, or any combination thereof, for the
full option price in the case of Incentive Stock Options, and in an
amount equal to the full option price plus any withholding tax required
by law as determined by the Committee in the case of Nonqualified
Options; and
(iii) if the shares are to be issued pursuant to the exemption
from registration under the Securities Act of 1933, as amended (the
"Securities
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Act"), provided by Section 4(2) or any successor section of such Act,
an "investment letter" in such form as may be dictated by the
Committee.
Shares of Common Stock delivered in full or partial payment of the option price
shall be applied to the option price at their Market Value on the date received
by the Committee. Any withholding tax required in connection with the exercise
of Nonqualified Options must be paid by certified bank check or money order
payable to the Company.
8.5 Upon receipt of such notice (and investment letter if applicable)
and upon payment of the option price (and taxes if applicable), the Company
shall promptly deliver to the optionee a certificate or certificates for the
number of shares of Common Stock in respect of which the option was exercised,
without charge to the optionee for issue or transfer tax. The stock
certificate(s) may, at the request of the optionee, be issued in the name of
such optionee and the name of another person as joint tenants with the right of
survivorship, provided that any restrictions on such stock shall apply with
equal force to such joint tenant. In the event that such shares are not
registered under the Securities Act, such certificates shall bear the following
legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURI TIES ACT OF
1933 AS AMENDED AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF
COUNSEL THAT SUCH TRANSFER MAY BE LAWFULLY EFFECTED IN THE ABSENCE OF
SUCH REGISTRATION."
8.6 No optionee or legal representative, legatee, or distributee of
such optionee, will be, or will be deemed to be, a holder of any shares of
Common Stock subject to an option unless and until certificates for such shares
are issued to such person under the terms of this Plan. No adjustment shall be
made for dividends or other rights the record date of which is prior to the date
such stock certificate is issued.
8.7 The Committee may, in its discretion, provide in the option
agreement that the optionee may elect either of the following settlement methods
as an alternative to payment in full of the option price for the number of
shares of Common Stock in respect of which an option is exercised:
(i) the right to receive from the Company cash in an amount
equal to the excess of the Market Value of one share of Common Stock on
the date of exercise over the option price times the number of shares
with re spect to which the option is exercised; or
(ii) the right to receive from the Company that number of
whole shares of Common Stock having an aggregate Market Value on the
date of exercise not greater than the cash amount calculated under
subsection (i) of this Section 8.7.
8.8 The exercise of an option in any manner, including an exercise
involving an election of an alternative settlement method with respect to an
option, shall result in a
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decrease in the number of shares of Common Stock that thereafter may be
available under the Plan by the number of shares as to which the option is
exercised.
8.9 To the extent that the exercise of options by one of the
alternative settlement methods provided for in Section 8.7 results in
compensation income to the optionee, the Company will withhold from the amount
due to the optionee any amount required for federal, state, and local taxes. If
the settlement method set forth in subsection (ii) of Section 8.7 is selected
and results in compensation income to the optionee, the optionee shall deliver
to the Company a certified bank check or money order payable to the Company in
an amount equal to any withholding tax required by law.
8.10 All options granted under this Plan shall be non-transferable
except by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the IRC or the rules
thereunder, and options may be exercised during the lifetime of the optionee
only by the person to whom the option was granted. Except as permitted by the
preceding sentence, no option granted under this Plan or any of the rights and
privileges thereby conferred shall be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or otherwise), and no such
option, right, or privilege shall be subject to execution, attachment, or
similar process. Upon any attempt so to transfer, assign, pledge, hypothecate,
or otherwise dispose of the option or of any right or privilege conferred
thereby contrary to the provisions hereof, or upon the levy or any attachment or
similar process upon such option, right, or privilege, the option and such
rights and privileges shall immediately become null and void.
9. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY ON OPTIONS
9.1 If an optionee is an employee and ceases to be employed by the
Company or a Subsidiary for any reason other than death, retirement on or after
his Retirement Date (as defined in Section 9.2), or disability (as defined in
Section 9.4), any options granted to such optionee hereunder to the extent not
previously exercised shall be deemed canceled and terminated as of the date 90
days following the date such employment is terminated; provided, however, that
the Committee may, subject to section 8.1(ii) hereof, extend the period of time
during which options the optionee is entitled to exercise as of the date of
termination may be exercised if, in its opinion, circumstances warrant such an
extension. The transfer of an optionee from the employ of the Company to a
Subsidiary or visa versa, or from one Subsidiary to another, shall not be deemed
to constitute a termination of employment for purposes of this Section 9. The
Committee shall determine in each case whether, in accordance with applicable
laws, a leave of absence shall constitute a termination of employment.
9.2 If an optionee is an employee and ceases to be employed by the Company
or a Subsidiary by reason of the optionee's retirement on or after his
Retirement Date, such optionee shall have the right, at any time within three
months after the date such employment is terminated, to exercise any options
held by him to the extent that he was entitled to exercise the options on the
date of cessation of employment, but in no event shall any option be exercisable
more than ten years from the date it was granted. For
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purposes of this Plan, the term "Retirement Date" shall mean the earlier of the
date of such employee's 65th birthday, the date of such employee's 60th birthday
after 30 years of employment by the Company or a Subsidiary, or any date an
employee is otherwise entitled to retire under the Company's retirement plans
(if any).
9.3 Unless otherwise provided in the option agreement, if an optionee
who is an employee should die while employed by the Company or a Subsidiary, or
should die within three months after retirement on or after his Retirement Date,
then, until the expiration of one year from the date of the optionee's death or
the earlier termination of the term of the option, any options granted to the
deceased optionee and not exercised by him prior to his death shall, to the
extent exercisable by the optionee on the date of his death, be exercisable by
his estate or by any person who acquired such options by bequest or inheritance
from the optionee. Such exercise shall be subject to all applicable conditions
and restrictions prescribed in this Plan or in the option agreement.
9.4 If an optionee ceases to be employed by the Company or a Subsidiary
by reason of the optionee's disability, such optionee shall have the right to
exercise all options held by him, to the extent not previously expired or
exercised, at any time within one year after such termination of employment due
to a disability. For purposes of this Section 9.4, the term "disability" shall
be defined in the same manner that it is defined in the Company's long term
disability plan at the applicable time, if any. In the event the Company has no
long term disability plan, the Optionee shall be deemed to be disabled if he or
she is eligible for and is receiving total and permanent disability benefits
under Section 223 of the Social Security Act, as amended, or any similar or
subsequent section or act of like intent or purpose.
10. ADJUSTMENTS TO SHARES SUBJECT TO THE PLAN
10.1 In the event that additional shares of the capital stock of the
Company are issued pursuant to a stock split or stock dividend, the number of
shares of Common Stock then covered by each outstanding Option granted hereunder
shall be increased proportion ately (and, in the case of options, the option
price shall be reduced proportionately) and the number of shares of Common Stock
reserved for purposes of this Plan shall be increased proportionately.
10.2 In the event that the shares of Common Stock of the Company from
time to time issued and outstanding are reduced by a combination of shares, the
number of shares of Common Stock then covered by each outstanding Option granted
hereunder shall be reduced proportionately (and, in the case of options, the
option price shall be increased proportionately) and the number of shares of
Common Stock reserved for purposes of this Plan shall be reduced
proportionately.
10.3 In the event that the Company transfers assets to another
corporation and distributes the stock of such other corporation without the
surrender of Common Stock of the Company, and if such distribution is not
taxable as a dividend and no gain or loss is recognized by reason of Section 355
of the IRC or some similar section, then the price
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per share of the shares covered by each outstanding option shall be reduced by
an amount that bears the same ratio to the option price per share then in effect
as the market value of the stock distributed in respect of a share of the Common
Stock of the Company immediately following the distribution bears to the
aggregate market value at such time of a share of the Common Stock of the
Company and the stock distributed in respect thereof.
10.4 In the event of a merger or consolidation in which the Company is
not the surviving corporation, or other reorganization, recapitalization, or
exchange which results in substantially all the shares of the capital stock of
the Company being exchanged for or converted into cash or other property, or
upon the dissolution or liquidation of the Company, the Company shall have the
right to terminate this Plan, in which case the options shall, to the extent
exercisable upon the date of such termination, become the right to receive such
cash or property net of the exercise price of the options. If the Company shall
be the surviving corporation in any merger or consolidation, any option issued
hereunder shall pertain, apply and relate to the securities or other property to
which a holder of the number of shares of Common Stock subject to the option
would have been entitled after the merger or consolidation.
10.5 All adjustments pursuant to this Section 10 shall be made by the
Committee, whose determination upon the same shall be final and binding upon the
Option holders; provided, however, that each option granted hereunder that is
intended to be an Incentive Stock Option shall be adjusted so as to continue to
qualify as an Incentive Stock Option. No fractional shares shall be issued, and
any fractional interests resulting from computation pursuant to this Section 10
shall be paid in cash. No adjustment shall be made for (i) the declaration of
cash dividends, (ii) the issuance of Options hereunder or under any of the
Company's other incentive stock or option plans, or (iii) the issuance of rights
to subscribe for additional shares of Common Stock at the Market Value thereof
(or other securities at the fair market value thereof as determined by the
Committee in good faith).
11. LISTING AND REGISTRATION OF SHARES SUBJECT TO OPTIONS
Each option issued hereunder shall be subject to the requirement that
if at any time the Committee shall determine, in its discretion, that the
listing, registration, or qualification of the shares subject to the options
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 granting of such option or the issuance
or purchase of shares thereunder, such option may not be exercised in whole or
in part unless and until such listing, registration, qualification, consent, or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.
12. APPLICATION OF FUNDS
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The proceeds received by the Company from the sale of shares pursuant
to options shall be used for general corporate purposes.
13. DISQUALIFYING DISPOSITIONS
If an Optionee disposes of shares of Common Stock acquired upon
exercise of an Incentive Stock Option within two years from the date the Options
is granted or within one year after the issuance of such shares to the Optionee,
the Optionee shall notify the Company of such disposition and provide
information as to the date of disposition, sale price, number of shares disposed
of and any other information relating thereto which the Company may reasonably
request.
14. TERMINATION OF THE PLAN
This Plan may be abandoned or terminated at any time by the Board
except with respect to any Options then outstanding under the Plan. No Option
shall be granted hereunder after 10 years from the effective date of this Plan.
15. AMENDMENT OF THE PLAN
The Board may at any time and from time to time modify and amend the
terms of this Plan in any respect, with the exception of Section 5 of this Plan
which may not be amended more than once every six months, other than to comport
with changes in the IRC, the Employee Retirement Income Security Act, or the
rules thereunder; provided, however, that the Board shall seek stockholder
approval of the amendment to the extent such approval is required by (i) state
or federal law; (ii) Section 16 of the Exchange Act, to the extent that Options
may be granted hereunder to persons who are required to file reports under
Section 16; (iii) the Nasdaq Stock Market rules or regulations or the rules or
regulations of such other exchange upon which the Common Stock might later be
traded; or (iv) the IRC, to the extent that Incentive Stock Options may be
granted hereunder. No modification or amendment of this Plan shall adversely
affect any right acquired by any Option holder under the terms of an Option
award granted before the date of such modification or amendment, without the
consent of the Option holder.
16. EFFECTIVE DATE OF THE PLAN
This Plan became effective on the later of the date of its adoption by
the Board or its approval by the Shareholders.
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