Exhibit 10(n)
AMREP CORPORATION
1992 STOCK OPTION PLAN
1. PURPOSE
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The Plan is intended to expand and improve the profitability and
prosperity of AMREP Corporation for the benefit of its stockholders by
permitting the Corporation to grant, to officers and other key employees of,
and consultants and advisers to, the Corporation and its Subsidiaries,
options to purchase shares of the Corporation's Common Stock. These grants
are intended to provide additional incentive to such persons by offering them
a greater stake in the Corporation's continued success. The Plan is also
intended as a means of reinforcing the commonality of interest between the
Corporation's stockholders and such persons, and as an aid in attracting and
retaining the services of individuals of outstanding abilities and
specialized skills.
1. DEFINITIONS
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For Plan purposes, except where the context otherwise indicates,
the following terms shall have the meanings which follow:
(a) "Agreement" shall mean a written instrument executed and
delivered on behalf of the Corporation which specifies the terms and
conditions of a Stock Option granted to a Participant.
(b) "Beneficiary" shall mean the person or persons who may be
designated by a Participant from time to time in writing to the Committee, to
receive, if the Participant dies, any Option exercise rights held by the
Participant.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time, and the rules and regulations promulgated
thereunder.
(e) "Committee" shall mean a Committee of the Board composed of
three or more persons which shall be designated by the Board to administer
the Plan. Each member of the Committee, while serving as such, shall be a
member of the Board and shall be a disinterested person within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934.
(f) "Common Stock" shall mean the Common Stock of the Corporation
having a par value of $0.10 per share.
(g) "Corporation" shall mean AMREP Corporation, an Oklahoma
corporation.
(h) "Employee" shall mean any person who is employed by the
Corporation or any Subsidiary corporation.
(i) "Exercise Price" shall mean the per share price for which a
Participant upon exercise of a Stock Option may purchase a share of Common
Stock.
(j) "Fair Market Value" shall mean the value of a share of Common
Stock to be determined by, and in accordance with procedures established by,
the Committee. Such fair market value shall be deemed conclusive upon the
determination of the Committee made in good faith. The preceding
notwithstanding, so long as the Common Stock is listed on a national stock
exchange, the "Fair Market Value" shall mean with respect to any given day,
the mean between the highest and lowest reported sales prices of the Common
Stock on the principal national stock exchange on which the Common Stock is
listed, or if such exchange was closed on such day or if it was open but the
Common Stock was not traded on such day, then on the next preceding day that
the Common Stock was traded on such exchange, as reported by a responsible
reporting service.
(k) "Incentive Stock Option" shall mean an Stock Option which is
intended to meet and comply with the terms and conditions for an "incentive
stock option" as set forth in Section 422 of the Code, or any other form of
tax qualified stock option which may be incorporated and defined in the Code
as it may from time to time be amended.
(l) "Non-Qualified Option" shall mean a Stock Option which does
not meet the requirements of Section 422 of the Code, or the terms of which
provide that it will not be treated as an Incentive Stock Option.
(m) "Participant" shall mean any person who is granted a Stock
Option under the Plan.
(n) "Plan" shall mean the AMREP Corporation 1992 Stock Option Plan
as set forth herein and as amended from time to time.
(o) "Stock Option" or "Option" shall mean a right to purchase a
stated number of shares of Common Stock subject to such terms and conditions
as are set forth in the Plan and an Agreement.
(p) "Subsidiary corporation" or "Subsidiary" shall mean any
corporation which is a subsidiary corporation of the Corporation as defined
in Section 424(f) of the Code.
3. ADMINISTRATION
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(a) The Committee shall administer the Plan and, accordingly, it
shall have full power to grant Stock Options under the Plan, to construe and
interpret the Plan, and to establish rules and regulations and perform all
other acts it believes reasonable and proper, including the authority to
delegate responsibilities to others to assist in administering the Plan.
(b) The determination of those eligible to receive Stock Options,
and the amount, type and terms and conditions of each Stock Option shall rest
in the sole discretions of the Committee, subject to the provisions of the
Plan.
(c) The Committee may permit the voluntary surrender of all or a
portion of any Option granted under the Plan to be conditioned upon the
granting to the Participant of a new Option for the same or a different
number of shares as the Option surrendered, or may require such voluntary
surrender as a condition precedent to a grant of a new Option to such
Participant. Such new Option shall be exercisable at the price, during the
period and in accordance with any other terms or conditions specified by the
Committee at the time the new Option is granted, all determined in accordance
with the provisions of the Plan without regard to the price, period of
exercise, or any other terms or conditions of the Option surrendered.
4. COMMON STOCK LIMITS
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The total number of shares of Common Stock which may be issued on
exercise of Stock Options shall not exceed 315,000 shares, subject to
adjustment in accordance with Paragraph 9 of the Plan. Shares issued under
the Plan may be, in whole or in part, as determined by the Committee,
authorized but unissued or treasury shares of Common Stock. If any Options
granted under the Plan shall expire or terminate without having been
exercised, the shares subject to such Options shall be added back to the
number of shares of Common Stock which may be issued on exercise of Stock
Options.
5. ELIGIBILITY FOR PARTICIPATION
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(a) Consistent with Plan objectives, the following persons hall be
eligible to become Participants in the Plan: officers and other key
Employees and consultants and advisers to the Corporation or any Subsidiary
corporation, provided that members of the Board who are not Employees shall
not be eligible.
(b) The foregoing subparagraph (a) notwithstanding, Incentive
Stock Options shall be granted only to officers and other key Employees, and
no Incentive Stock Options shall be granted to an Employee who owns more than
10% of the Common Stock determined in accordance with the provisions of
Section 422(b)(6) of the Code, unless the Option meets the requirements of
Section 422(c)(5) of the Code.
(c) Options shall be granted to consultants and advisers only for
bona fide services rendered other than in connection with the offer or sale
of securities.
6. STOCK OPTIONS - TERMS AND CONDITIONS
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All Stock Options granted under the Plan shall be evidenced by
Agreements which shall contain such provisions as shall be required by the
Plan together with such other provisions as the Committee may prescribe,
including the following provisions:
(a) Price: The Committee shall establish the Exercise Price,
provided, however, that in the case of an Incentive Stock Option the Exercise
Price shall not be less than the Fair Market Value of a share of Common Stock
on the date of the grant of the Option.
(b) Period: The Committee shall establish the term of any Option
awarded under the Plan, provided, however, that no Option shall be
exercisable after the expiration of 10 years from the date of the grant of
the Option.
(c) Time of Exercise: The Committee shall establish the time or
times at which any Option, or portion thereof, shall be exercisable. The
Committee, subsequent to the grant of an Option, may accelerate the date or
dates on which the Option may be exercisable.
(d) Exercise: An Option, or portion thereof, shall be exercised
by delivery of a written notice of exercise to the Corporation together with
payment of the full purchase price of the shares as to which the Option is
exercised ("Purchase Price"). Payment may be made:
(i) in United States dollars by good check, bank draft or
money order payable to the order of the Corporation, or
(ii) at the discretion of the Committee, by the transfer to
the Corporation of shares of Common Stock owned by the Participant
having an aggregate Fair Market Value on the date of exercise equal
to the Purchase Price or the portion thereof being so paid, or
(iii) at the discretion of the Committee and subject to any
restrictions or conditions as it deems appropriate (including any
restrictions as may be set forth in Rule 16b-3 of the Securities
Exchange Act of 1934), by electing to have the Corporation withhold
from the shares issuable upon exercise of the Option such number of
shares of Common Stock as shall have an aggregate Fair Market Value
on the date of exercise equal to the Purchase Price or the portion
thereof being so paid, or
(iv) at the discretion of the Committee by a combination of
(i) and (ii) or (i) and (iii) above.
The Committee shall determine the procedures for the use of Common
Stock in payment of the purchase price and may impose such limitations and
prohibitions on such use as it deems appropriate.
(e) Special Rules for Incentive Stock Options: Notwithstanding
any other provisions of the Plan, with respect to Incentive Stock Options
granted under the Plan, the following provision will apply:
(i) To the extent that the aggregate Fair Market Value
(determined at the time of grant) of the shares of Common Stock
with respect to which Incentive Stock Options (whether granted
hereunder or pursuant to any other plan of the Corporation or
a Subsidiary) are first exercisable by a Participant during any
calendar year exceeds $100,000 (or such other limit as may be in
effect from time to time under the Code), such Options shall be
treated as Non-Qualified Options.
(ii) Any Participant who disposes of shares of Common
Stock acquired on the exercise of an Incentive Stock Option by sale
or exchange either (a) within two years after the date of grant of
the Option under which such shares were acquired or (b) within one
year after the acquisition of such shares, shall notify the
Corporation in writing of such disposition, and of the amount
realized upon disposition promptly after the disposition.
7. TERMINATION OF EMPLOYMENT
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If a Participant holding an Option shall cease to be employed (or
in the case of a Participant who is not an Employee, shall cease to be
engaged) by the Corporation or any Subsidiary corporation by reason of death
or any other reason other than voluntary quitting, discharge for cause or
permanent and total disability as defined in Section 22(e)(3) of the Code
(hereinafter call a "Disability"), as determined by the Committee, such
Participant (or, if applicable, such Participant's Beneficiary) may, but only
within the three months next succeeding such cessation of employment,
exercise such Option to the extent that such Participant would have been
entitled to do so on the date of such cessation of employment. If a
Participant holding an Option voluntarily quits or is discharged for cause,
such Option shall terminate on the date of cessation of employment.
8. DISABILITY
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If a Participant holding an Option shall cease to be employed (or
in the case of a Participant who is not an Employee, shall cease to be
engaged) by the Corporation or any Subsidiary corporation by reason of
Disability, the Option shall be exercisable by such Participant or such
Participant's duly appointed guardian or other legal representative, to the
extent that such Participant would have been entitled to do so on the date of
such cessation of employment, but only within one year following such
cessation of employment due to said Disability.
9. ADJUSTMENTS
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In the event of a recapitalization, stock split, stock combination,
stock dividend, exchange of shares, or a change in the corporate structure or
shares of the Corporation, or similar event, the Board of Directors upon
recommendation of the Committee shall make appropriate adjustments in the
kind or number of shares which may be issued upon exercise of Options and in
the kind or number of shares issuable upon exercise of Options theretofore
granted and in the exercise price of such Options.
10. MERGER, CONSOLIDATION OR SALE OF ASSETS
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If the Corporation shall be a party to a merger or consolidation or
shall sell substantially all its assets, each outstanding Option shall
pertain and apply to the securities and/or property which a holder of the
number of shares of Common Stock subject to the Option immediately prior to
such merger, consolidation, or sale of assets would be entitled to receive in
such merger, consolidation or sale of assets.
11. AMENDMENT AND TERMINATION OF PLAN
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(a) The Board, without further approval of the stockholders, may
at any time, and from time to time, suspend or terminate the Plan in whole or
in part or amend it from time to time in such respects as the Board may deem
appropriate and in the best interests of the Corporation; provided, however,
that no such amendment shall be made, without approval of the stockholders,
which would:
(i) modify the eligibility requirements for participation in
the Plan;
(ii) increase the total number of shares of Common Stock
which may be issued pursuant to Stock Options, except as is provided
for in accordance with Paragraph 9 of the Plan; or
(iii) materially increase benefits accruing to Participants.
(b) No amendment, suspension or termination of this Plan shall,
without the Participant's consent, alter or impair any of the rights or
obligations under any Stock Option theretofore granted to the Participant
under the Plan.
(c) The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of Stock
Options meeting the requirements of future amendments to the Code.
12. GOVERNMENT AND OTHER REGULATIONS
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The granting of Stock Options under the Plan and the obligation of
the Corporation to issue, or transfer and deliver shares for Stock Options
exercised under the Plan shall be subject to all applicable laws,
regulations, rules and orders which shall then be in effect.
13. MISCELLANEOUS PROVISIONS
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(a) Rights to Continued Employment: No person shall have any
claim or right to be granted a Stock Option under the Plan, and the grant of
an Option under the Plan shall not be construed as giving any Participant the
right to be retained in the employ of the Corporation or any Subsidiary
corporation (or to be otherwise retained in the case of a Participant who is
not an Employee) and the Corporation expressly reserves the right at any time
to dismiss a Participant with or without cause, free from any liability or
any claim under the Plan, except as provided herein or in an Agreement.
(b) Who Shall Exercise: Except as provided by the Plan, an
Incentive Stock Option shall be exercisable during the lifetime of the
Participant to whom it is granted only by such Participant, and it may be
exercised only if such Participant has been in the continuous employ of the
Corporation or any Subsidiary corporation from the date of grant of the
Option to the date of its exercise.
(c) Non-Transferability: No right or interest of any Participant
in the Plan shall be assignable or transferable except by will or the laws of
descent and distribution, and no right or interest of any Participant shall
be liable for, or subject to, any lien, obligation or liability of such
Participant.
(d) Withholding Taxes: The Corporation may require a payment to
cover applicable withholding for income and employment taxes in connection
with a Stock Option.
(e) Rights as Shareholder: A Participant as such shall not have
any of the rights or privileges of a holder of Common Stock until such time
as shares of Common Stock are issued or are transferred to the Participant
upon exercise of an Option.
(f) Plan Expenses: Any expenses of administering this Plan shall
be borne by the Corporation.
(g) Legal Considerations: The Corporation shall not be required
to issue, transfer or deliver shares of Common Stock upon exercise of Options
until all applicable legal, listing or registration requirements, as
determined by legal counsel, have been satisfied, and any necessary or
appropriate written representations have been given by the Participant.
(h) Other Plans: Nothing contained herein shall prevent the
Corporation from establishing other incentive and benefit plans in which
Participants in Plan may also participate.
(i) No Warranty of Tax Effect: Except as may be contained in any
Agreement, no opinion shall be deemed to be expressed or warranties made as
to the effect for federal, state or local tax purposes of any grants
hereunder.
(j) Construction of Plan: The validity, construction,
interpretation, administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined in
accordance with the laws of the State of New York.
14. STOCKHOLDER APPROVAL - TERM OF PLAN
Upon approval by the stockholders of the Corporation, the Plan
shall become unconditionally effective as of July 1, 1992. No Option shall
be granted after June 30, 2002, provided, however, that the Plan and all
outstanding Options granted under the Plan prior to such date shall remain in
effect until the applicable Options have expired. If the stockholders shall
not approve the Plan, the Plan shall not be effective and any and all actions
taken prior thereto shall be null and void or shall, if necessary, be deemed
to have been fully rescinded.