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EXHIBIT 10L
SELAS CORPORATION OF AMERICA
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN
(July 24, 2001)
1. Purpose. This amended and restated Non-Employee Directors
Stock Option Plan (the Plan, is intended to provide a means
whereby Selas Corporation of America (Selas) may, through the
grant to Non-Employee Directors (as defined in Section 3) of
nonqualified stock options (Options) to acquire Common Shares,
par value $1.00 per share, of Selas (Shares), attract and
retain capable independent directors and motivate such
independent directors to promote the best interests of Selas and
its subsidiaries.
As used in the Plan, the term subsidiary means any
corporation (whether or not in existence at the time the Plan is
adopted) which is a subsidiary of Selas under the definition of
subsidiary corporation contained in section 424(f) of the
Internal Revenue Code of 1986, as amended (Code), or any
similar provision hereafter enacted. The term nonqualified
stock options means Options which do not qualify as incentive
stock options within the meaning of section 422 of the Code.
2. Administration. The Plan shall be administered by the
Compensation Committee of the Board of Directors of Selas (the
Committee), which shall consist of not less than two directors
of Selas. Committee members shall be appointed by, and shall
serve at the pleasure of, the Board of Directors of Selas
(Board). Each member of the Committee, while serving as such,
shall be deemed to be acting in his or her capacity as a director
of Selas.
The Committee shall have full authority, subject to the
terms of the Plan, to interpret the Plan. Subject to the terms
of the Plan, the Committee may correct any defect, supply any
omission, and reconcile any inconsistency in this Plan and in any
Option granted hereunder in the manner and to the extent it shall
deem desirable. The Committee also shall have the authority to
establish such rules and regulations, not inconsistent with the
provisions of the Plan, for the proper administration of the
Plan, and to amend, modify, or rescind any such rules and
regulations, and to make such determinations and interpretations
under, or in connection with, the Plan, as it deems necessary or
advisable. All such rules, regulations, determinations, and
interpretations shall be binding and conclusive upon Selas, its
shareholders, and all Non-Employee Directors (including former
Non-Employee Directors), upon their respective legal
representatives, beneficiaries, successors, and assigns, and upon
all other persons claiming under or through any of them. No
member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan or any Option granted hereunder.
The Board may take any action with respect to the Plan
or any Option that the Committee is authorized to take.
3. Eligibility. The persons who shall be eligible to receive
Options under the Plan (the Non-Employee Directors) shall be
those directors of Selas who:
(a) Are not employees of Selas or any subsidiary; and
(b) Have not been employees of Selas or any subsidiary during
the immediately preceding 12-month period.
4. Shares Subject to the Plan. Subject to adjustment as
provided in Section 8 hereof, 250,000 Shares shall be available
for the grant of Options under the Plan, which Shares may be
authorized but unissued Shares or reacquired Shares, as Selas
shall determine.
If any Option granted under the Plan expires or
otherwise terminates, in whole or in part, for any reason
whatever (including, without limitation, the Non-Employee
Directors surrender thereof) without having been exercised, the
Shares subject to the unexercised portion of such Option shall be
available for the granting of Options under the Plan as fully as
if such Shares had never been subject to an Option.
5. Grants of Options.
(a) Initial Grants. An Option to acquire 5,000 Shares (as
adjusted pursuant to Section 8) shall automatically be
granted:
(i) on April 22, 1998 (the Effective
Date), to each person who is a Non-Employee Director
as of the close of business on the Effective Date; and
(ii) to a person who was not a Non-Employee
Director on the Effective Date, on the date after the
Effective Date he or she becomes a Non-Employee
Director, whether by reason of his or her subsequent
election by shareholders or appointment by the Board to
be a director, or, if applicable, the expiration of the
12-month period specified in Section 3(b) with respect
to a present or future director who had previously been
an employee of Selas or any subsidiary; provided that
if a Non-Employee Director who previously received a
grant of an Option under this Plan terminates service
as a director and is subsequently elected or appointed
to the Board again, such director shall not be eligible
to receive any additional grant of Options under this
subsection (a).
(b) Discretionary Grants. On and after July 24, 2001, Options
may be granted to Non-Employee Directors in such amounts and
on such terms as the Committee shall determine from time to
time.
6. Terms and Conditions of Options. Options granted pursuant
to the Plan shall be subject to the following terms and
conditions:
(a) Number of Shares. The number of Shares to which an Option
pertains shall be the number provided by or pursuant to
Section 5 on the date of grant of such Option (subject to
adjustment pursuant to Section 8).
(b) Price. The option exercise price per share under each
Option granted under the Plan shall be the greater of 100%
of the fair market value of the Shares, or the par value
thereof, on the date such Option is granted. The fair market
value of a Share on any day shall mean (i) the mean between
the highest and lowest selling prices of a Share on the date
of grant, as quoted by the American Stock Exchange Composite
Transactions Tape, or if not available or if the primary
market for the Shares shall not be the American Stock
Exchange, (ii) fair market value determined by using such
other method as shall be permitted by the Code for the
pricing of incentive stock options, or the rules or
regulations thereunder, and adopted by the Committee from
time to time.
(c) Term. Subject to earlier termination as provided in
subsections (e), (f), and (g) below and in Section 8 hereof,
the term of each Option shall be ten years from the date of
grant.
(d) Exercise. Options granted pursuant to Section 5(a) shall be
exercisable in installments commencing one year after the
date of grant in accordance with the following schedule:
Years After Exercisable
Date of Grant Portion
1 33-1/3%
2 66-2/3%
3 100%
Options granted pursuant to Section 5(b) shall be
exercisable as determined by the Committee in its action
granting the Options.
Except as otherwise provided in subsections (e),
(f) and (g) below, Options shall only be exercisable by a
Non-Employee Director while he or she remains a director of
Selas. Subject to subsections (e), (f) and (g) below, any
Shares the right to the purchase of which has accrued under
an Option may be purchased at any time up to the expiration
or termination of the Option. Options may be exercised, in
whole or in part, from time to time by giving written notice
of exercise to Selas at its principal office, specifying the
number of Shares to be purchased and accompanied by payment
in full of the aggregate price for such Shares. Only full
Shares shall be delivered, and any fractional Share which
might otherwise be deliverable upon exercise of an Option
granted hereunder shall be forfeited.
The option exercise price shall be payable (i) in cash
or its equivalent, (ii) through the transfer of Shares
previously acquired by the Non-Employee Director, provided
that if such Shares were acquired through the exercise of an
incentive stock option or nonqualified stock option, such
shares have been held by the Non-Employee Director for a
period of more than one year on the date of exercise; or
(iii) by delivering a properly executed notice of exercise
of the Option to Selas and a broker, with irrevocable
instructions to the broker promptly to deliver to Selas the
amount of sale or loan proceeds necessary to pay the
exercise price of the Option. In the event the option price
is paid, in whole or in part, with Shares, the portion of
the option price so paid shall be equal to the fair market
value (determined as of the exercise date of the Option,
rather than the date of grant) of the Shares so surrendered
in payment of the option price.
(e) Expiration of Term or Removal of Non-Employee Director as
Director. If a Non-Employee Directors service as a
director of Selas terminates prior to the expiration of the
original term of the Non-Employee Directors Option
(Expiration Date) for any reason (such as, without
limitation, failure to be re-elected by the shareholders)
other than those set forth in subsections (f) and (g) below,
such Option may be exercised by the Non-Employee Director,
to the extent of the number of Shares with respect to which
the Non-Employee Director could have exercised it on the
date of such termination of service as a director, at any
time prior to the earlier of: (i) the Expiration Date of
such Option, or (ii) the date three months after the date of
such termination of service as a director, unless (in the
case of this clause (ii)) the Committee provides for a
different period in its action granting the Option.
(f) Disability of Non-Employee Director. If a Non-Employee
Director shall become disabled (within the meaning of
section 22(e)(3) of the Code) during the period in which he
or she is a director of Selas and, prior to the Expiration
Date of the Non-Employee Directors Option, his or her
position as a director of Selas is terminated as a
consequence of such disability, such Option may be
exercised, to the extent of the number of Shares with
respect to which the Non-Employee Director could have
exercised it on the date he or she ceased to be a director,
by the Non-Employee Director at any time prior to the
earlier of: (i) the Expiration Date of such Option, or (ii)
one year after the date on which the Non-Employee Director
ceases to be a director of Selas by reason of disability,
unless (in the case of this clause (ii)) the Committee
provides for a different period in its action granting the
Option. In the event of the Non-Employee Directors legal
disability, such Option may be so exercised by the
Non-Employee Directors legal representative.
(g) Death of Non-Employee Director. If a Non-Employee Director
ceases to be a director of Selas by reason of his or her
death prior to the Expiration Date of the Non-Employee
Directors Option, or if a Non-Employee Director who ceases
to be a director for reasons described in subsections (e)
and (f) above shall die following his or her ceasing to be a
director but prior to the earlier of the Expiration Date of
such Option or expiration of the period specified in
subsection (e) or (f) above, such Option may be exercised,
to the extent of the number of shares with respect to which
the Non-Employee Director could have exercised it on the
date of his or her death, by the Non-Employee Directors
estate, personal representative or beneficiary who acquired
the right to exercise such Option by bequest or inheritance
or by reason of the death of the Non-Employee Director, at
any time prior to the earlier of: (i) the Expiration Date
of such Option (which, in the case of death following a
termination of service as director pursuant to subsection
(e) or (f) above, shall be deemed to mean the expiration of
the exercise period specified therein), or (ii) five years
after the date of the Non-Employee Directors death, unless
(in the case of this clause (ii)) the Committee provides for
a shorter period in its action granting the Option.
(h) Transferability. Except as provided in the following
sentence, no Option shall be assignable or transferable
otherwise than by will or by the laws of descent and
distribution. Unless the Committee, in its discretion,
determines in its action granting an Option that this
sentence will not apply to such Option or that such Option
will be subject to greater restrictions on transfer, all or
a portion of an Option may be transferred to (i) the spouse,
children, or grandchildren of the Non-Employee Director
(Immediate Family Members), (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (iii)
a partnership in which such Immediate Family Members are the
only partners, provided that there may be no consideration
for any such transfer.
A transferred Option shall continue to be subject
to the same terms and conditions as were applicable
immediately prior to transfer. The events of termination of
service under this Section shall also continue to be applied
with respect to the original Non-Employee Director,
following which the Option shall be exercisable by the
transferee only to the extent, and for the periods specified
in or pursuant to, Section 6(e), (f), and (g).
(i) Rights as a Shareholder. A Non-Employee Director shall have
no rights as a shareholder with respect to any Shares
covered by an Option until the issuance of a stock
certificate representing such Shares.
(j) Option Agreements. As soon as practicable after the grant
of an Option, each Non-Employee Director receiving such
grant shall enter into, and be bound by the terms of, a
stock option agreement (the Option Agreement), which shall
be in such form as the Committee shall, from time to time,
approve. The Option Agreement shall contain such
provisions, not inconsistent with the provisions of the
Plan, as the Committee shall deem advisable.
7. Listing and Registration of Shares. Each Option shall be
subject to the requirement that, if at any time Selas shall
determine, in its discretion, that the listing, registration or
qualification of the Option or Shares covered thereby 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 exercise thereof, or that
action by Selas or by the Non-Employee Director should be taken
in order to obtain an exemption from any such requirement, no
such Option may be exercised, in whole or in part, unless and
until such listing, registration, qualification, consent,
approval, or action shall have been effected, obtained, or taken
under conditions acceptable to Selas. Without limiting the
generality of the foregoing, each Non-Employee Director or his or
her legal representative or beneficiary may also be required to
give satisfactory assurance that Shares acquired upon exercise of
an Option are being acquired for investment and not with a view
to distribution, and certificates representing such Shares may be
legended accordingly.
8. Adjustments. The number of Shares which may be issued under
the Plan, as stated in Section 4 hereof, the number of Shares
specified in Section 5 hereof and the number of Shares issuable
upon exercise of outstanding Options under the Plan (as well as
the exercise price per share under such outstanding Options),
shall be equitably adjusted by the Committee to reflect any stock
dividend, stock split, share combination or similar change in the
capitalization of Selas.
In the event of a proposed dissolution, liquidation or
sale of a substantial portion of the assets of Selas, or of a
merger, consolidation, share exchange, exchange of shares or
other transaction in which holders of Shares are to receive cash,
securities or other property, the Committee shall, in its
unlimited discretion, have the power prior to such event (a) to
terminate all outstanding Options upon at least seven days prior
notice to each Non-Employee Director and, if the Committee deems
it appropriate, to cause the Company to pay to each Non-Employee
Director an amount in cash with respect to each Share to which a
terminated Option pertains equal to the difference between the
Option exercise price and the value, as determined by the
Committee in its sole discretion, of the consideration to be
received by the holders of Shares in connection with such
transaction, or (b) to provide for the exchange of Options
outstanding under the Plan for options to acquire securities or
other property to be delivered in connection with the transaction
and in connection therewith to make an equitable adjustment, as
determined by the Committee in its sole discretion, in the Option
exercise price and number of Shares or amount of property subject
to the Option and, if deemed appropriate, provide for a cash
payment to Optionees in partial consideration for such exchange.
9. Amendment or Discontinuance of the Plan. At any time and
from time to time, the Board may suspend or discontinue the Plan
or amend it, and the Committee may amend any outstanding Option,
in any respect whatsoever; provided, however, that no such
suspension, discontinuance, or amendment shall materially impair
the rights of any holder of an outstanding Option without the
consent of such holder.
10. Termination of Plan. No Options may be granted under the
Plan after April 21, 2008, provided, however, that the Plan and
all outstanding Options shall remain in effect until such Options
have expired or are terminated in accordance with the Plan.
11. Governing Law. The operation of, and the rights of
Non-Employee Directors under, the Plan, the Option Agreements,
and any Options granted hereunder shall be governed by the laws
of the Commonwealth of Pennsylvania.
12. Absence of Rights. Neither the adoption of the Plan nor any
action of the Board or the Committee shall be deemed to give any
individual any right to be granted an Option, or any other right
hereunder, except as expressly provided in the Plan, and then his
or her rights shall be only such as are provided by the Option
Agreement and the Plan. No Option under the Plan shall entitle
the holder thereof to any rights as a shareholder of Selas prior
to the exercise of such Option and the issuance of the shares
pursuant thereto. Further, notwithstanding any provisions of the
Plan or the Option Agreement with a Non-Employee Director, the
granting of an Option to a Non-Employee Director shall not
entitle that Non-Employee Director to continue to serve as a
director of Selas or a subsidiary or affect the terms and
conditions of such service.
13. No Obligation to Exercise Option. The granting of an Option
shall impose no obligation upon a Non-Employee Director to
exercise such Option.
14. Effective Date. The Plan was originally effective April 22,
1998. The terms of the Plan, as amended and restated herein,
shall be effective on and after July 24, 2001.