ANY SHARES SO PURCHASED THROUGH THIS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS) WITHOUT
REGISTRATION UNDER THE ACT, UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
AMENDED STOCK OPTION PLAN
Statement of Stock Option Plan, dated June 28, 1994, amended this 30th
day of May 1996, for UniHolding Corporation (the "Company").
Whereas, the Board of Directors of the Company (the "Board"), deems it
in the best interest of the Company that certain directors, officers, key
management personnel and key employees employed by the Company, its subsidiaries
and affiliates be given an opportunity to acquire a stake in the growth of the
Company, as a means of assuring their maximum effort and continued association
with the Company, and
Whereas, the Board believes that the Company can best obtain these and
other benefits by granting stock options to designated employees from time to
time,
Now, therefore, the Board has adopted this Amended Stock Option Plan,
effective upon their unanimous vote:
1. Purpose. The purpose of this 1994 Amended Stock Option Plan of UniHolding
Corporation (the "Plan"), is to promote the interests of the Company by
affording an incentive to certain directors, officers and key management
personnel to remain in the employ of the Company and to use their best efforts
in its behalf; and further to aid the Company in attracting, maintaining, and
developing capable management personnel of a caliber required to insure the
Company's continued success, by means of an offer to such person of an
opportunity to acquire or increase their proprietary interest in the Company
through the granting of options to purchase the Company's Common Stock pursuant
to the terms of this Plan.
2. Definitions. When used herein, the following terms shall have the following
meanings:
"Administrator" means the Chairman of the Board, duly appointed to
administer the Plan.
"Affiliate" means any business entity in which the Company has or holds a
significant interest or an entity which has or holds a significant interest in
the Company.
"Board" means the Board of Directors of the Company.
"Book Value" means for the purposes of resales to the Company, the book
value of such shares at the close of the Company's last fiscal year prior to the
transaction to resale such shares, as shown on the Company's balance sheet which
has been prepared and certified by the firm of accountants then servicing the
Company.
"Change in control" means that any of the following events have occurred:
(a) any person or entity as defined in Section 13(d) of the Exchange Act of
1934 as amended (the "Exchange Act") becomes a beneficial owner of 40% or more
of the outstanding Common Stock; or
(b) as the consequence of any cash tender or exchange offer, merger, or
other business combination (a "Transaction"), the persons who were directors of
the Company before a Transaction cease to constitute a majority of the Board
following such Transaction.
"Common Stock" means the common stock of the Company par value $0.01 per
share.
"Company" means UniHolding Corporation, a Delaware corporation with
principal offices at 96 Spring Street, 8th Floor, New York, New York 10012.
"Date of Grant" means the date on which an Option is granted under the
Plan.
"Employees" shall generally include directors, officers, key management
personnel and key employees of the Company, its parent, subsidiaries and
affiliates.
"Exchange Act" means the Securities Exchange Act of 1934 as amended.
"Fair Market Value" means, with respect to the Common Stock, the average
mean between the highest and the lowest selling prices at which shares of Common
Stock were traded on the NASDAQ Small Cap or NASDAQ National System for the ten
days prior to the Date of Grant, or, if not traded on said date, upon the basis
of the mean of such prices on the date nearest preceding the Date of Grant, or,
if the Common Stock is not included in the NASDAQ Small Cap or NASDAQ National
System, the fair value of such stock as determined from time to time by the
Board in its sole discretion.
"Fiscal Year" means the period beginning June 1 and ending May 31.
"Grantee" means any person to whom the Administrator has selected as a
participant and granted an Option under an Option Agreement pursuant to the
terms herein under the Plan and the terms of such Option Agreement.
"Key Employees" shall include any employee of the Company, its subsidiaries
and affiliates who has contributed in the past or is expected to contribute in
the future to the operation and success of the Company in the discretion of the
Administrator.
"Key Management Personnel" shall be deemed to include the following
employees of the Company, its subsidiaries or affiliates: directors, officers,
department heads, and division managers.
"Option" means a right granted under the Plan to a Participant to purchase
a stated number of share of Common Stock.
"Option Period" means the period within which the Option may be exercised
pursuant to the Plan.
"Participant" means any full-time key employee or key management personnel
of the Company, its subsidiary or affiliate who is selected to participate in
the Plan in accordance with Section 4 herein.
"Plan" means the UniHolding Corporation 1994 Amended Stock Option Plan.
"Subsidiary" means any company or business entity in which the Company owns
a majority of the voting shares, or any company in a chain of companies
connected with the Company through ownership of at least fifty percent (50%) of
its voting shares by any company in the chain.
3. Policy. Options may be granted by the Administrator to Participants from time
to time, but in no event after the fiscal year end 2004, to purchase shares of
the Company pursuant to the terms herein.
4. Administration. This Plan shall be administered by the Administrator, the
Chairman of the Board acting in agreement with a majority of the Board of
Directors. The Administrator shall have full power and authority to construe,
interpret and administer the plan and may from time to time adopt such rules and
regulations for carrying out this Plan as he may deem proper and in the best
interests of the Company. Subject to the terms, provisions, and conditions of
this Plan, the Administrator shall have sole discretion (i) to select the
participants to whom Options shall be granted, (ii) to determine the number of
shares of Common Stock subject to each Option, provided that no Option shall be
granted after the expiration of the period of ten years from the effective date
of this Plan specified in Section 24 hereinafter, (iii) to determine the time or
times when Options will be granted, (iv) to determine the Option Price of the
shares subject to each Option, (v) to determine the time when each Option may be
exercised and whether in whole or in installments, (vi) to fix such other
provisions of the Option Agreement as the Administrator may deem necessary or
desirable consistent with the terms of this Plan, and (vii) to determine all
other questions relating to the administration of this Plan. The Administrator
shall consider the year(s) of service rendered by the participant to the
Company, the compensation awarded to the participant, and the nature of the job
performed by the participant when determining the amount of shares subject to an
Option, the Option price and exercise or vesting schedule for each such Option
granted. The interpretation of any provisions of this Plan by the Administrator
shall be final, conclusive and binding upon all persons and the full Board of
Directors shall place into effect the determination of the Administrator.
5. Shares subject to the Plan. The shares to be delivered upon exercise of
Options granted under this Plan shall be made available, at the discretion of
the Board, from the authorized and unissued shares of Common Stock, shares held
in the treasury of the Company, or shares purchased on the open market by the
Company. Subject to adjustments made pursuant to the provisions of Section 16
hereinafter, the aggregate number of shares available for issuance, in whole or
in part, upon exercise each year of the Options granted under this Plan shall
not exceed 500,000 shares of Common Stock, with such shares being reserved for
Options granted under this plan. In the event that any Option granted under this
Plan expires or terminates for any reason whatsoever without having been
exercised in full, the shares subject to, but not delivered under such Option
shall become available for other Options to the same employee or other employees
without decreasing the aggregate number of shares which may be granted under the
Plan, or shall be available for any lawful corporate purpose. More than one
Option may be granted to a Grantee pursuant to this Plan.
6. Option Agreements. (a) Each Option under this Plan shall be evidenced by an
Option Agreement, which shall be signed by an officer of the Company and by the
Grantee and which shall contain such provisions as may be approved by the
Administrator.
(b) The Option Agreements shall constitute binding contracts between the
Company and the Grantee and every Grantee, upon acceptance of such Option
Agreement, shall be bound by the terms and restrictions of this Plan and the
Option Agreement.
(c) The terms of the Option Agreements shall be in accordance with this
Plan, but may include additional provisions and restrictions, provided that the
same are not inconsistent with this Plan.
7. Eligibility. Key employees and Key Management Personnel as defined
hereinabove of the Company, its subsidiaries and affiliates shall be eligible to
receive Options. The fact that an employee, officer or director has been granted
an Option under this Plan shall not in any way affect or qualify the right of
the employer to terminate his employment at any time. Nothing contained herein
shall be construed to limit the right of the Company to grant Options otherwise
under the Plan for any proper and lawful corporate purpose. Key employees and
key management personnel to whom Options may be granted under this Plan will be
those selected by the Administrator from time to time, in his sole discretion,
who have contributed in the past or who may be expected to contribute materially
in the future to the successful performance of the Company.
8. Agreement upon Voluntary Termination. Should the Grantee upon his/her own
will terminate his/her employment with the Company after the date of grant of
such Option, any Option(s) granted to him/her under this Plan theretofore which
shall not have been exercised shall be cancelled, except at the discretion of
the Administrator as set out in Article 14.
9. Option Price. The option price or prices of the Company's Common Stock per
share offered to any Grantee under this Plan shall be determined by the
Administrator in his absolute discretion at the time of granting an Option,
provided, however, that such price or prices shall in no event be less than 100%
of the Fair Market Value ("FMV"), as defined hereinabove in Section 2, of the
Common Stock shares on the date of granting the Option. However, under no
circumstances shall the FMV as determined by the Administrator be less than the
Book Value of the Company's Common Stock as reflected in the Company's most
recent financial statements.
10. Exercise of Options. (a) Subject to the provisions of this Plan, except with
respect to Restrictions under Section 11 and Severance, Death under Section 14
hereinafter, the period during which each Option may be exercised shall be fixed
by the Administrator at the Date of Grant and provided for within the respective
Option Agreement, but such period shall expire not later than ten years from the
Date of Grant or the termination date of the Plan, which ever first occurs.
(b) Each Option granted under this Plan may be exercised in accordance with
a vesting schedule provided in its respective Option Agreement.deletion Subject
to the foregoing limitations and the terms and conditions of the respective
Option Agreement, each Option shall be exercisable in whole or in part at such
time or times as the Administrator may prescribe and specify in the vesting
schedule within the applicable Option Agreement.
(c) The option price of the shares as to which an Option shall be exercised
shall be paid in full in cash to the Company at the time of exercise.
(d) No Grantee shall have any rights as a stockholder with respect to any
shares subject to his/her Option prior to the date on which he/she is recorded
as the holder of such shares on the records of the Company.
(e) This Plan, the grant and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable federal and state laws, rules and regulations and
to such approvals by any government or regulatory agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of shares upon
any exercise of an Option until completion of any stock exchange listing, or
other qualification of such shares under any state or federal law, rule or
regulation as the Company may consider appropriate, and may require the
Participant, beneficiary or legal representative to make such representations
and furnish such information as it may consider appropriate in connection with
the issuance or delivery of the shares in compliance with applicable laws, rules
and regulations.
(f) Each Option Agreement may contain an undertaking that, upon the demand
of the Board or the Administrator for such a representation, the Grantee or any
person(s) acting under Section 14 hereinafter shall deliver to the Board or the
Administrator at the time of any exercise of an Option a written representation
that (i) the shares to be acquired upon such exercise are to be acquired for his
own account and not with a view to, or for resale in connection with, any
distribution, and (ii) if the Grantee should decide to sell, transfer, or
otherwise dispose of any of such shares, the Grantee may do so only if the
shares are registered under the Securities Act of 1933, unless, in the opinion
of counsel for the Company, such registration is not required, or the transfer
is pursuant to the Securities and Exchange Commission Rule 144. Upon such
demand, delivery of such representation prior to the delivery of any shares
issued upon exercise of an Option shall be a condition precedent to the right of
the Grantee or such other person(s) to purchase any shares.
11. Restrictions. (a) Each share certificate representing shares of Common Stock
shall be issued in the sole name of the Grantee, and each such certificate shall
bear the following Restrictive Legend:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act") and may not be offered for
sale, sold or otherwise transferred in the United States or to a "U.S. person"
except pursuant to an effective registration statement under the Act, or
pursuant to an exemption from registration under the Act, the availability of
which is to be established to the satisfaction of the Company."
(b) Each share certificate representing shares of Common Stock shall be
held regardless for a period of six (6) months and five (5) days from the Date
of Exercise by the Grantee pursuant to Section 16 of the Exchange Act of 1934,
as amended. As such, the Grantee shall not sell or dispose of any shares
purchased pursuant to such Option within the immediate six months and five days
after exercising the Option or any part thereof. Where the Grantee is an officer
or director of the Company, its subsidiary or affiliate, he/she shall insure
that any action taken in regard to his/her rights under the Option Agreement or
the Option shall be in full compliance with Section 16 of the Exchange Act of
1934 in particular and such other applicable rules and regulations .
12. Transferability of Options. Any Option granted under this Plan shall be
exercisable only by the Grantee to whom such Option was granted during his
lifetime, and shall not be transferred except by will or by laws of descent and
distribution.
13. No Claim or Right Under the Plan. No employee shall at any time have the
right to be selected as a Participant in this Plan nor, having been selected as
a Participant and granted an Option, be granted any additional Option.
14. Severance, Death. (a) In the event that a Grantee shall cease to be employed
by the Company, its subsidiary or affiliate upon his/her own will, any Option or
Options theretofore granted to him under this Plan which shall not have been
then exercised shall be deemed at that time canceled, except that the
Administrator may in his absolute discretion extend the privilege to such
Grantee to exercise any Options previously granted to him, which have not then
expired, within three (3) months after cessation of employment. Furthermore, if
any such cessation of employment is caused by the Grantee's retirement from the
Company, its parent, subsidiary or affiliate employing the Grantee at such time,
the Grantee shall have the right to exercise such Option(s), which have not then
expired, at any time within three (3) months after such retirement, or such
longer period as the Administrator may determine, and shall then terminate.
(b) In the event that a Grantee shall die while employed by the Company,
its subsidiary or affiliate, or shall die within three (3) months after his
retirement from the Company, its parent, subsidiary or affiliate, any Option(s)
granted to him under this Plan which shall not have been exercised at he time of
his death shall be exercisable by the estate of the Grantee, or by any person
who acquired such Option by bequest or inheritance from the Grantee, in
accordance with the terms of such Option within six (6) months after the death
of the Granee, or until the expiration of the Option, if that shall first occur.
15. Capital Adjustments affecting Stock. In the event of a capital adjustment
resulting from a stock dividend, stock split, reorganization, recapitalization,
merger, consolidation, or a combination or exchange of shares, or of any similar
change affecting the Common Stock, the number of shares of stock which
thereafter may be optioned and sold under this Plan and the number of shares
under Option in outstanding Option Agreements and the purchase price per share
thereof shall be appropriately adjusted consistent with such change in such a
manner as the Board may deem equitable to prevent substantial dilution or
enlargement of the rights granted to, or available for Participants under this
Plan. The granting of an Option pursuant to this Plan shall not affect in any
way the right or power of the Company to make adjustments, reorganizations,
reclassifications or changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate, or sell or transfer all or any part of its
business or assets.
16. Effect of Change in Control. Notwithstanding the provisions of Section 16,
if there should be a Change in Control of the Company, the Company shall give
each Participant written notice of such change as promptly as practicable prior
to the effective date thereof and, at the discretion of the Board or the
Administrator, all of the Options granted to a Participant not currently
exercisable shall become immediately exercisable as of the effective date of
such change in control.
17. Liquidation. Upon the complete liquidation of the Company, any unexercised
Options previously granted under this Plan shall be deemed canceled, except as
otherwise provided in Section 16 hereinabove on the occasion of a merger or
consolidation. In the event of the complete liquidation of the parent,
subsidiary or an affiliate, or in the event that such company ceases to be a
subsidiary or affiliate as that term is defined in Section 2 hereinabove, any
unexercised Options previously granted to Participants employed by such company
shall be deemed canceled unless such Participant shall become employed by the
Company or by any other subsidiary or affiliate on the occurrence of any such
event.
18. Amendment and Discontinuance. The Board or Administrator may, with
prospective or retroactive effect, amend, suspend or discontinue this Plan or
any portion thereof at any time; provided, however, that the Board or
Administrator shall not, without the written consent of the holders of Options,
alter or impair unexercised Options that may have been previously granted under
this Plan, except insofar as merger or consolidation of the Company, or a
termination of employment of a Participant, or a liquidation or dissolution
shall effect a cancellation of an Option under the terms of Section 14, 15 and
17 hereof.
19. Taxes. The Administrator may make such provisions and take such steps as he
may deem necessary or appropriate for the withholding of all federal, state,
local and other taxes required by law to be withheld by the Company with respect
to Options under this Plan including, but not limited to (a) reducing the number
of shares of Common Stock otherwise deliverable, based upon their FMV on the
date of exercise, to permit deduction of the amount of any such withholding
taxes from the amount otherwise payable under this Plan, (b) deducting the
amount of any such withholding taxes from any other amount then or thereafter
payable to the Participant, or (c) requiring a Participant, beneficiary, or
legal representative to pay to the Company the amount required to be withheld or
to execute such documents as the Administrator deems necessary or desirable to
enable the Company to satisfy its withholding obligations as a condition of
releasing the Common Stock.
20. No Liability of Board Members. No member of the Board, including the
Administrator, shall be personally liable by reason of any contract or other
instrument executed by such member or on his behalf in his capacity as a member
of the Board or as Administrator nor for any mistake of judgment made in good
faith, and the Company shall indemnify and hold harmless each employee, officer,
or director of the Company to whom any duty or power relating to the
administration or interpretation of this Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim with the approval of the Board) arising out of
any act or omission to act in connection with this Plan unless arising out of
such person's own fraud or bad faith.
21. Unregistered Shares Representation. The Participant/Grantee shall represent
in an Option Agreement that he/she understands that the shares are not now
registered under the Securities Act of 1933 or under any state securities law
and that the shares will not be so registered in the foreseeable future.
22. Captions. The captions herein have been inserted solely as a matter of
convenience and shall not in any manner define or limit the scope or intent of
any provisions of this Plan.
23. Governing Law. This Plan shall be governed by and construed in accordance
with the laws of the State of Delaware.
24. Effective Date. This Plan shall became effective as of June 28, 1994 and
remains so effective as amended this 30th day of May 1996.
IN WITNESS WHEREOF, the undersigned, being all the Directors of
UniHolding Corporation, hereby adopt and execute the above Amended Plan with the
signatures of the full Board of Directors this 30th day of May 1996.
/s/ Edgard Zwirn
/s/ Bruno Adam
/s/ Enrico Gherardi