EXHIBIT 10.11
MUELLER INDUSTRIES, INC.
1994 STOCK OPTION PLAN
1. Purposes.
The Mueller Industries, Inc. 1994 Stock Option Plan (the "Plan") is
intended to attract and retain the best available personnel for positions of
substantial responsibility with Mueller Industries, Inc., a Delaware
corporation (the "Company"), and its subsidiary corporations, and to provide
additional incentive to such persons to exert their maximum efforts toward the
success of the Company and its subsidiary corporations. The above aims will be
effectuated through the granting of certain options ("Options") to purchase
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"). Under the Plan, the Company may grant "incentive stock options"
("ISOs") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, or Options which are not intended to be ISOs ("Non-Qualified
Options").
2. Administration of the Plan.
The Plan shall be administered by a committee (the "Committee")
consisting of at least two persons, appointed by the Board of Directors of the
Company (the "Board of Directors"), each of whom shall be a "disinterested
person" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 (the "Exchange Act"). The Committee may exercise the power and authority
vested in the Board of Directors under the Plan. Within the limits of the
express provisions of the Plan, the Committee shall have the authority, in its
discretion, to take the following actions under the Plan:
(a) to determine the individuals to whom, and the time or times at
which, Options shall be granted, the number of shares of Common Stock
to be subject to each Option and whether such Options shall be ISOs
or Non-Qualified Options;
(b) to interpret the Plan;
(c) to prescribe, amend and rescind rules and regulations relating
to the Plan;
(d) to determine the terms and provisions of the respective stock
option agreements granting Options, including the date or dates upon
which Options shall become exercisable, which terms need not be
identical;
(e) to accelerate the vesting of any outstanding Options; and
(f) to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
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In making such determinations, the Committee may take into account the
nature of the services rendered by such individuals, their present and
potential contributions to the Company's success, and such other factors as
the Committee, in its discretion, shall deem relevant. An individual to whom
an Option has been granted under the Plan is referred to herein as an
"Optionee". The Committee's determinations on the matters referred to in this
Section 2 shall be conclusive.
3. Shares Subject to the Plan.
The total number of shares of Common Stock which shall be subject to
Options granted under the Plan shall not exceed 200,000, subject to adjustment
as provided in Section 7 hereof. The Company shall at all times while the
Plan is in force reserve such number of shares of Common Stock as will be
sufficient to satisfy the requirements of outstanding Options. The shares of
Common Stock to be issued upon exercise of Options shall be authorized and
unissued or reacquired shares of Common Stock. The shares of Common Stock
relating to the unexercised portion of any expired, terminated or cancelled
Option shall thereafter be available for the grant of Options under the Plan.
4. Eligibility.
(a) Options may be granted under the Plan only to (i) employees of
the Company and (ii) employees of any "subsidiary corporation" (a
"Subsidiary") of the Company within the meaning of Section 424(f) of
the Code. The term "Company," when used in the context of an
Optionee's employment, shall be deemed to include Subsidiaries of the
Company.
(b) Nothing contained in the Plan shall be construed to limit the
right of the Company to grant stock options otherwise than under the
Plan for proper corporate purposes.
5. Terms of Options.
The terms of each Option granted under the Plan shall be determined by
the Committee consistent with the provisions of the Plan, including the
following:
(a) The purchase price of the shares of Common Stock subject to
each Option shall be fixed by the Committee, in its discretion, at
the time such Option is granted; provided, however, that in no event
shall such purchase price be less than the Fair Market Value (as
defined in paragraph (g) of this Section 5) of the shares of Common
Stock as of the date such Option is granted.
(b) The dates on which each Option (or portion thereof) shall be
exercisable shall be fixed by the Committee, in its discretion, at
the time such Option is granted.
(c) The expiration of each Option shall be fixed by the Committee,
in its discretion, at the time such Option is granted. No Option
shall be exercisable after the expiration of ten (10) years from the
date of its grant and each Option shall be subject to earlier
termination as determined by the Committee, in its discretion, at the
time such Option is granted.
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(d) Options shall be exercised by the delivery to the Company at
its principal office or at such other address as may be established
by the Committee (Attention: Corporate Treasurer) of written notice
of the number of shares of Common Stock with respect to which the
Option is being exercised accompanied by payment in full of the
purchase price of such shares. Unless otherwise determined by the
Committee at the time of grant, payment for such shares may be made
(i) in cash, (ii) by certified check or bank cashier's check payable
to the order of the Company in the amount of such purchase price,
(iii) by delivery to the Company of shares of Common Stock having a
Fair Market Value equal to such purchase price, (iv) by irrevocable
instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay such purchase price
and to sell the shares of Common Stock to be issued upon exercise of
the Option and deliver the cash proceeds less commissions and
brokerage fees to the Optionee or to deliver the remaining shares of
Common Stock to the Optionee, or (v) by any combination of the
methods of payment described in (i) through (iv) above.
(e) An Optionee shall not have any of the rights of a holder of the
Common Stock with respect to the shares of Common Stock subject to an
Option until such shares are issued to such Optionee upon the
exercise of such Option.
(f) An Option shall not be transferable, except by will or the laws
of descent and distribution, and may be exercised, during the
lifetime of an Optionee, only by the Optionee. No Option granted
under the Plan shall be subject to execution, attachment or other
process.
(g) For purposes of the Plan, as of any date when the Common Stock
is quoted on the National Association of Securities Dealers Automated
Quotation System National Market System ("NASDAQ-NMS") or listed on
one or more national securities exchanges, the "Fair Market Value" of
the Common Stock as of any date shall be deemed to be the mean
between the highest and lowest sale prices of the Common Stock
reported on the NASDAQ-NMS or the principal national securities
exchange on which the Common Stock is listed and traded on the
immediately preceding date, or, if there is no such sale on that
date, then on the last preceding date on which such a sale was
reported. If the Common Stock is not quoted on the NASDAQ-NMS or
listed on an exchange, or representative quotes are not otherwise
available, the "Fair Market Value" of the Common Stock shall mean the
amount determined by the Committee to be the fair market value based
upon a good faith attempt to value the Common Stock accurately.
(h) In no event shall any single Optionee be granted under the Plan
Options covering more than 50,000 shares of Common Stock during the
life of the Plan.
6. Special Provisions Applicable to ISOs.
The following special provisions shall be applicable to ISOs granted
under the Plan.
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(a) No ISOs shall be granted under the Plan after ten (10) years
from the earlier of (i) the date the Plan is adopted, or (ii) the
date the Plan is approved by the holders of the Common Stock.
(b) ISOs may not be granted to a person who owns stock possessing
more than 10% of the total combined voting power of all classes of
stock of the Company, any of its Subsidiaries, or any "parent
corporation" (a "Parent") of the Company within the meaning of
Section 424(e) of the Code.
(c) If the aggregate Fair Market Value of the Common Stock with
respect to which ISOs are exercisable for the first time by any
Optionee during a calendar year (under all plans of the Company and
its Parents and Subsidiaries) exceeds $100,000, such ISOs shall be
treated, to the extent of such excess, as Non-Qualified Options. For
purposes of the preceding sentence, the Fair Market Value of the
Common Stock shall be determined at the time the ISOs covering such
shares were granted.
7. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock are
changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, combination or
exchange of shares and the like, or dividends payable in shares of
Common Stock, an appropriate adjustment shall be made by the
Committee in the aggregate number of shares of Common Stock available
under the Plan and in the number of shares of Common Stock and price
per share of Common Stock subject to outstanding Options. If the
Company shall be reorganized, consolidated, or merged with another
corporation, or if all or substantially all of the assets of the
Company shall be sold or exchanged, an Optionee shall at the time of
issuance of the stock under such corporate event be entitled to
receive upon the exercise of his Option the same number and kind of
shares of stock or the same amount of property, cash or securities as
he would have been entitled to receive upon the occurrence of any
such corporate event as if he had been, immediately prior to such
event, the holder of the number of shares of Common Stock covered by
his Option.
(b) Any adjustment under this Section 7 in the number of shares of
Common Stock subject to Options shall apply proportionately to only
the unexercised portion of any Option granted hereunder. If fractions
of a share would result from any such adjustment, the adjustment
shall be revised to the next lower whole number of shares.
8. Further Conditions of Exercise.
(a) Unless prior to the exercise of an Option the shares of Common
Stock issuable upon such exercise are the subject of a registration
statement filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), and
there is then in effect a prospectus filed as part of such
registration statement meeting the requirements of Section 10(a)(3)
of the Securities Act, the notice of exercise with respect to such
Option shall be accompanied by a representation or agreement of the
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Optionee to the Company to the effect that such shares are being
acquired for investment only and not with a view to the resale or
distribution thereof, or such other documentation as may be required
by the Company, unless, in the opinion of counsel to the Company,
such representation, agreement or documentation is not necessary to
comply with the Securities Act.
(b) Anything in subparagraph (a) of this Section 8 to the contrary
notwithstanding, the Company shall not be obligated to issue or sell
any shares of Common Stock until they have been listed on each
securities exchange on which the shares of Common Stock may then be
listed and until and unless, in the opinion of counsel to the
Company, the Company may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption
from registration, under such state and federal laws, rules or
regulations as such counsel may deem applicable. The Company shall
use reasonable efforts to effect such listing, qualification and
registration, as the case may be.
9. Termination, Modification and Amendment.
(a) The Plan (but not Options previously granted under the Plan)
shall terminate ten (10) years from the date of its adoption by the
Board of Directors, and no Option shall be granted after termination
of the Plan.
(b) The Plan may at any time be terminated or, from time to time,
be modified or amended by (i) the affirmative vote of the holders of
a majority of the shares of the capital stock of the Company present
in person or by proxy and entitled to vote at the meeting; and (ii)
the Board of Directors; provided, however, that the Board of
Directors shall not, without approval by the affirmative vote of the
holders of a majority of the shares of the capital stock of the
Company present in person or by proxy and entitled to vote at the
meeting, increase (except as provided by Section 7) the maximum
number of shares of Common Stock as to which Options may be granted
under the Plan or change the class of persons eligible to receive
Options under the Plan.
(c) No termination, modification or amendment of the Plan may
adversely affect the rights conferred by any Options without the
consent of the affected Optionee.
10. Effectiveness of the Plan.
The Plan shall become effective upon adoption by the Board of Directors
of the Company, subject to the approval by the shareholders of the Company.
Options may be granted under the Plan prior to receipt of such approval,
provided that, in the event such approval is not obtained, the Plan and all
Options granted under the Plan shall be null and void and of no force and
effect.
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11. Not a Contract of Employment.
Nothing contained in the Plan or in any stock option agreement executed
pursuant hereto shall be deemed to confer upon any Optionee any right to
remain in the employ of the Company or of any Subsidiary.
12. Governing Law.
The Plan shall be governed by the laws of the State of Delaware without
reference to principles of conflict of laws thereof.
13. Withholding.
As a condition to the exercise of any Option, the Committee may require
that an Optionee satisfy, through withholding from other compensation or
otherwise, the full amount of all federal, state and local income and other
taxes required to be withheld in connection with such exercise.
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