EXHIBIT 10.1
1990 EXECUTIVE STOCK PLAN
AS AMENDED AND RESTATED
Effective: February 16, 1995
1990 EXECUTIVE STOCK PLAN
AS AMENDED AND RESTATED
1. Establishment and Purpose.
(a) Guy F. Atkinson Company of California (the "Company")
previously adopted the Guy F. Atkinson Company of
California 1990 Executive Stock Plan (the "Plan"). The
Company hereby amends, restates and renames the Plan to
read as set forth herein, effective as of February 16,
1995 (the "Effective Date"), but contingent upon approval
by the shareholders of the Company within 12 months after
the Effective Date. The Plan provides a means whereby:
(1) key employees of the Company and its Subsidiaries
may be given an opportunity to purchase shares of
the common stock of the Company (the "Stock")
pursuant to options which may qualify as incentive
stock options under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code")
(referred to as "incentive stock options");
(2) key employees of the Company and its Subsidiaries
may be given an opportunity to purchase shares of
Stock pursuant to options which do not qualify as
incentive stock options (referred to as
"nonqualified stock options");
(3) key employees of the Company and its Subsidiaries
may acquire Stock for such consideration (if any)
and subject to such restrictions (if any) as the
Committee determines appropriate; and
(4) key employees of the Company and its Subsidiaries
may be granted rights or units the value of which
is based on the value of the Stock.
(b) The purpose of the Plan is to promote the long-term
success of the Company by encouraging key employees to
focus on long-range objectives, by attracting and
retaining key employees and by aligning the financial
interests of key employees with the interests of
shareholders.
2. Definitions.
(a) "Awards" refers collectively to Stock grants, Stock
sales, options to purchase Stock, stock appreciation
rights, and units issued pursuant to this Plan.
(b) "Participant" refers to a recipient of an Award.
(c) "Subsidiaries" refers to subsidiary corporations, as
defined in Section 424(f) of the Code (but substituting
"the Company" for "employer corporation"), including
entities which become Subsidiaries after adoption of the
Plan.
3. Administration of the Plan.
(a) The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors of
the Company (the "Board").
(b) The Committee shall consist of not less than two members,
who shall be members of the Board and who, during the
one-year period preceding service on the Committee, did
not receive Awards under the Plan and did not receive
equity securities under any other plan of the Company or
any of its affiliates. Committee members shall not be
eligible for Awards while serving on the Committee.
(c) The Committee shall meet at such times and places and
upon such notice as the chairperson determines. A
majority of the Committee, but not less than two persons,
shall constitute a quorum. Any acts of the Committee may
be taken at any meeting at which a quorum is present and
shall be by majority vote of those members entitled to
vote. Additionally, any acts reduced to writing or
approved in writing by all the members of the Committee
shall be valid acts of the Committee.
(d) The Committee shall determine which key employees of the
Company or its Subsidiaries shall be granted Awards under
the Plan, the timing of such Awards, the terms thereof,
and the number of shares of Stock subject to each Award.
(e) The Committee shall have the sole authority, in its
absolute discretion, to adopt, amend, and rescind such
rules and regulations as, in its opinion, may be
advisable in the administration of the Plan, to construe
and interpret the Plan, the rules and regulations, and
the instruments evidencing Awards granted under the Plan
and to make all other determinations deemed necessary or
advisable for the administration of the Plan. All
decisions, determinations, and interpretations of the
Committee shall be binding on all Participants.
(f) The Plan is intended to meet the requirements of Rule
16b-3 promulgated by the Securities and Exchange
Commission under Section 16(b) of the Securities Exchange
Act of 1934 and the requirements of Section 162(m)(4)(C)
of the Code and shall be administered and construed
accordingly.
4. Stock Subject to the Plan; Limitations on Award.
(a) Awards may be granted under the Plan to eligible persons
for an aggregate of not more than one million three
hundred thousand (1,300,000) shares of Stock. If an
option is surrendered for cash or other consideration or
for any other reason ceases to be exercisable in whole or
in part, the shares which were subject to such option but
as to which the option had not been exercised shall
continue to be available under the Plan. If Stock is
granted or sold subject to restrictions and is
subsequently forfeited, the forfeited shares shall again
be available for Awards under this Plan. If stock
appreciation rights are granted and subsequently lapse or
are forfeited, the shares to which the rights relate
shall again be available for Awards under the Plan.
(b) If there is any change in the Stock subject to the Plan
or the Stock subject to any Award granted under the Plan,
through merger, consolidation, reorganization, spin-off,
recapitalization, reincorporation, stock split, stock
dividend (in excess of two percent), extraordinary cash
dividend or other change in the corporate structure of
the Company, appropriate adjustments may be made by the
Committee in order to preserve but not to increase the
benefits to the Participants, including adjustments in
the aggregate number of shares subject to the Plan, the
number of shares and the price per share subject to
outstanding Awards and the limitations in subparagraph
(c) below.
(c) The Company shall not grant, issue or sell to any
employee in any calendar year:
(1) options pursuant to paragraph 6 to purchase more
than two hundred thousand (200,000) shares of
Stock, or
(2) stock appreciation rights with respect to more than
two hundred thousand (200,000) shares of Stock,
pursuant to paragraph 7.
5. Eligibility.
Persons who shall be eligible to have Awards granted to them
shall be such key employees of the Company or its Subsidiaries
as the Committee, in its discretion, shall designate from time
to time. Members of the Board who are not full time employees
of the Company may not participate in the Plan.
6. Terms and Conditions of options.
(a) The exercise price of the Stock covered by each incentive
stock option shall not be less than the per share fair
market value of such Stock on the date the option is
granted. Notwithstanding the foregoing, in the case of
an incentive stock option granted to a person possessing
more than ten percent (l0%) of the combined voting power
of the Company or any Subsidiary, the exercise price
shall not be less than one hundred ten percent (ll0%) of
the fair market value of the Stock on the date the option
is granted. Nonqualified stock options may be granted
with an exercise price less than fair market value. The
exercise price of an outstanding stock option shall be
subject to adjustment to the extent provided in paragraph
4, above.
(b) Each option granted pursuant to the Plan shall be
evidenced by a written stock option agreement executed by
the Company and the person to whom such option is
granted.
(c) The Committee shall determine the term of each option
granted under the Plan, but the term of each option shall
be for no more than ten (l0) years; provided, however,
that in the case of an incentive stock option granted to
a person possessing more than ten percent (l0%) of the
combined voting power of the Company or any Subsidiary,
the term shall be for no more than five (5) years.
(d) The stock option agreement may contain such other terms,
provisions, and conditions as may be determined by the
Committee (not inconsistent with this Plan) including,
without limitation, stock appreciation rights with
respect to options granted under this Plan. If an
option, or any part thereof, is intended to qualify as an
incentive stock option, the stock option agreement shall
contain those terms and conditions which are necessary to
so qualify it.
7. Stock Appreciation Rights.
The Committee may, under such terms and conditions as it deems
appropriate, authorize the surrender by an optionee of all or
part of an unexercised option and authorize a payment in
consideration therefor in an amount equal to the difference
obtained by subtracting the option price of the shares then
subject to exercise under such option from the fair market
value of the Stock represented by such shares on the date of
surrender, provided that the Committee determines that such
settlement is consistent with the purpose of the Plan. Such
payment may be made in shares of Stock valued at their fair
market value on the date of surrender of such option or in
cash, or partly in shares and partly in cash. Acceptance of
surrender and the manner of payment shall be in the discretion
of the Committee. Any payments of cash under this paragraph
shall be from the general assets of the Company.
8. Stock Awards
The Comrnittee may, in its discretion, issue Stock to eligible
persons as compensation for services rendered to the Company
or its Subsidiaries, on whatever basis and subject to such
performance requirements, terms and conditions as the
Committee determines. The terms and conditions of such an
Award shall be evidenced by a written agreement executed by
the Company and the Participant.
9. Unit Awards
The Committee may, in its discretion, issue units to eligible
persons as compensation for services rendered to the Company
or its Subsidiaries, the value of such units to be based on
the value of the Stock. Unit Awards shall be subject to
whatever performance requirements, terms and conditions the
Committee determines appropriate. The terms of a Unit Award
shall be evidenced by a written agreement executed by the
Company and the Participant.
lO. Restrictions on Transfer of Stock.
Stock acquired under the Plan shall be subject to such
restrictions and agreements regarding performance, vesting,
sale, assignment, encumbrance, or other transfer as the
Committee deems appropriate at the time of making an Award.
11. Use of Proceeds.
Any cash proceeds realized from the sale of Stock pursuant to
the Plan or from the exercise of options granted under the
Plan shall constitute general funds of the Company.
12. Amendment, Suspension or Termination of the Plan.
(a) The Board may at any time amend, suspend or terminate the
Plan as it deems advisable; provided, however, except as
provided in paragraph 4, above, the Board shall not amend
the Plan in the following respects without the consent of
stockholders then sufficient to approve the Plan in the
first instance:
(1) to increase the maximum number of shares subject to
the Plan; or
(2) to change the designation or class of persons
eligible to receive Awards under the Plan.
(b) No Award may be granted during any suspension or after
the termination of the Plan, and no amendment, suspension
or termination of the Plan shall, without the
Participant's consent, alter or impair any rights or
obligations under any Award previously made under the
Plan.
(c) This Plan shall terminate l0 years from the date of
adoption of the Plan, unless previously terminated by the
Board pursuant to this paragraph.
(d) Upon a termination of the Plan, the Committee may
authorize the surrender by an optionee of all or part of
an unexercised option and authorize a payment in
consideration therefor in the same manner as if the
Participant had surrendered an option under paragraph 7
regarding stock appreciation rights.
13. Consideration.
Payment of the exercise price of an option or payment of any
consideration required for a Stock Award granted under this
Plan shall be made in cash; provided, however, that the
Comrnittee, in its sole discretion, may establish procedures
which permit a Participant to pay the exercise or purchase
price in whole or in part by delivery (on a form prescribed by
the Committee) of an irrevocable direction to a securities
broker approved by the Committee to sell shares and deliver
all or a portion of the proceeds to the Company in payment for
the Stock. The Committee may also establish procedures for
the sale of shares of Stock to cover withholding taxes or the
withholding of shares of Stock issuable upon exercise of an
option to satisfy applicable withholding taxes to the extent
permitted by applicable law.
Date Amended, Restated and Renamed By Company: February 16, 1995
Date Approved By Shareholders: April 19, 1995