Exhibit 10(j)(ii)
GIBSON GREETINGS, INC.
1983 STOCK OPTION PLAN
(As amended and restated through April 29, 1993)
1. Name and Purpose. This Plan, as it may be amended and
restated from time to time, shall be known as the "Gibson
Greetings, Inc. 1983 Stock Option Plan" (the "Plan"). The
purpose of the Plan is to advance the interests of Gibson
Greetings, Inc. (the "Company") by providing material incentive
for the continued services of key employees and by attracting
able executives to employment with the Company and its
Subsidiaries. The term "Subsidiary" as used herein means a
subsidiary corporation of the Company as the term is defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended
(the "Code"). Reference to any Code Section in this Plan
includes the provisions of such Section as it may be amended or
as it may be replaced by any section or sections of the Code of
like intent and purpose.
2. Administration. The Plan shall be administered by a
committee (the "Committee") of the Board of Directors of the
Company (the "Board") to consist of at least two directors, each
of whom is a "disinterested person" as defined in Rule 16b-3
promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as such Rule may be amended from
time to time, or any successor rule thereto. Subject to and
consistent with the provisions of the Plan, the Committee shall
establish such rules and regulations as it deems necessary or
appropriate for the proper administration of the Plan, shall
interpret the provisions of the Plan, shall decide all questions
of fact arising in the application of Plan provisions and shall
make such other determinations and take such actions in
connection with the Plan and the options provided for herein as
it deems necessary or advisable.
3. Eligibility. Regular full-time employees of the
Company and its Subsidiaries who are key executive or other key
salaried employees, including officers, whether or not directors
of the Company, shall be eligible to participate in the Plan.
Such employees are herein referred to as "Eligible Employees."
Those directors who are not regular employees of the Company or
its Subsidiaries are not eligible to participate in the Plan.
4. Shares Subject to Option.
(a) The shares to be issued and delivered by the Company
upon exercise of options granted under the Plan are the Company's
common shares, $.01 par value, which may be either authorized but
unissued shares or treasury shares.
(b) The aggregate number of common shares of the Company
which may be issued under the Plan shall not exceed one hundred
PAGE
twelve thousand five hundred (112,500) shares; subject, however,
to the adjustment provided in Paragraph 8 in the event of stock
splits, stock dividends, exchanges of shares or the like
occurring after the effective date of this Plan. No option may
be granted under this Plan which could cause such maximum limit
to be exceeded.
(c) Common shares covered by an option which is no longer
exercisable with respect to such shares shall again be available
for issuance in connection with other options granted under this
Plan.
5. Grant of Options. The Committee may from time to time,
in its discretion and subject to the provisions of the Plan,
grant either nonqualified or Incentive Stock Options (as defined
in Section 422 of the Code) to Eligible Employees. Employees to
whom options have been granted are herein referred to as
"Optionees". Each option shall be embodied in an option
agreement signed by the Optionee and the Company providing that
the option shall be subject to the provisions of this Plan and
containing such other provisions as the Committee may prescribe
not inconsistent with the Plan. The option agreement shall
specify whether the option is a nonqualified option or an
Incentive Stock Option.
6. Terms and Conditions of Option. All options granted
under the Plan shall contain such terms and conditions as the
Committee from time to time determines, subject to the foregoing
and following limitations and requirements.
(a) Option price. The option price per share shall be not
less than 100% of the fair market value of the Company's common
shares on the date the option is granted, as determined by the
Committee in a manner consistent with the requirements of the
Code for Incentive Stock Options.
(b) Period within which option may be exercised. The
period of each option shall be fixed by the Committee, but no
Incentive Stock Option may be exercised after the expiration of
ten years from the date the option is granted. The Committee
may, in its discretion, determine as a condition of any option
that a stated percentage of the shares covered by such option
shall be exercisable in any one year or other stated period of
time.
(c) 10% Shareholder. Notwithstanding any other provision
of this Plan, with respect to an Incentive Stock Option granted
to an Eligible Employee who, at the time such option is granted
owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company or its
Subsidiaries, the option price per share shall be at least 110%
of the fair market value of the common shares subject to the
- 2 -
PAGE
option and such option may not be exercised after the expiration
of five years from the date the option is granted.
(d) Termination of option by reason of termination of
employment. If an Optionee's employment with the Company and its
Subsidiaries terminates, all options granted under this Plan to
such Optionee which are not exercisable on the date of such
termination of employment shall immediately terminate, and any
remaining options shall terminate if not exercised before the
expiration of the following periods, or at such earlier time as
may be applicable under Paragraph 6(b) or 6(c) above: (i) thirty
(30) days following such termination of employment, if such
termination was not a result of retirement under a Company
Pension Plan or of death or disability (disability within the
meaning of Section 22(e)(3) of the Code), or (ii) three (3)
months following the Optionee's termination of employment because
of retirement under a Company Pension Plan, or (iii) one (1) year
following date of death or commencement of disability, if the
Optionee was an employee of the Company and/or Subsidiary at the
time of his death or the commencement of his disability; provided
that such termination provisions may be varied by the Committee
with respect to nonqualified options which are exercisable on the
date of termination of employment.
(e) Non-transferability. Each option and all rights
thereunder shall be exercisable during the Optionee's lifetime
only by him, or by his guardian or legal representative, and
shall be non-assignable and non-transferable by the Optionee,
except that a nonqualified option may be transferred pursuant to
a "domestic relations order" as defined in Section 414(p)(1)(B)
of the Code. In the event of the Optionee's death, any option
shall be transferable by the Optionee's Will or by the laws of
descent and distribution, and the representative or
representatives of his estate, or the person or persons who
acquired (by bequest or inheritance) the rights to exercise his
options granted under this Plan, may exercise any of the
unexercised options in whole or in part prior to the expiration
of the applicable exercise period, as specified in Paragraph 6(d)
above.
(f) More than one option granted to an Optionee. More than
one option may be granted to an Optionee under this Plan and both
nonqualified and Incentive Stock Options may be granted to an
Optionee.
(g) Compliance with securities laws. Options granted and
shares issued by the Company upon exercise of options shall be
granted and issued only in full compliance with all applicable
securities laws, including laws, rules and regulations of the
Securities and Exchange Commission. With respect thereto, the
Committee may impose such conditions on transfer, restrictions
and limitations as it may deem necessary and appropriate to
assure compliance with such applicable securities laws.
- 3 -
PAGE
7. Method of Exercise. An option granted under this Plan
may be exercised by written notice to the Committee, signed by
the Optionee, or by such other person as is entitled to exercise
such option. The notice of exercise shall state the number of
shares in respect of which the option is being exercised, and
shall either be accompanied by the payment of the full option
price for such shares, or shall fix a date (not more than ten
business days from the date of such notice) for the payment of
the full option price of the shares being purchased. All or any
portion of the payment may be made by the transfer of common
shares of the Company from the Optionee to the Company, to the
extent permitted by law. Such shares shall be valued for this
purpose at their fair market value on the date they are
transferred to the Company as payment, determined in the same
manner as is provided in Paragraph 6(a) hereof. A certificate or
certificates for the common shares of the Company purchased
through the exercise of an option shall be issued in regular
course after the exercise of the option and payment therefor.
During the option period no person entitled to exercise any
option granted under this Plan shall have any of the rights or
privileges of a shareholder with respect to any shares of stock
issuable upon exercise of such option until certificates
representing such shares shall have been issued and delivered.
8. Share Adjustments. In the event there is any change in
the Company's common shares resulting from stock splits, stock
dividends, combinations or exchanges or shares, or other similar
capital adjustments, equitable proportionate adjustments shall
automatically be made without further action by the Committee in
(1) the number of shares available for option grant under this
Plan, (2) the number of shares subject to options granted under
this Plan, and (3) the option price of optioned shares.
9. Merger, Consolidation or Sale of Assets. In the event
the Company shall consolidate with, merge into, or transfer all
or substantially all of its assets to another corporation or
corporations (herein referred to as "successor employer
corporation"), such successor employer corporation may obligate
itself to continue this Plan and to assume all obligations under
the Plan in a manner consistent with the provisions of Section
424(a) of the Code. In the event that such successor employer
corporation does not obligate itself to continue this Plan as
above provided, this Plan shall terminate effective upon such
consolidation, merger, or transfer, and any option previously
granted hereunder shall terminate. If practical, the Company
shall give each Optionee twenty (20) days prior notice of any
possible transaction which might terminate this Plan and the
options previously granted hereunder.
10. Amendment or Termination. The Board may terminate
this Plan at any time, and may amend the Plan at any time or from
time to time, without obtaining any approval of the Company's
shareholders; except that the Plan may not be amended (1) to
- 4 -
PAGE
increase the aggregate number of shares issuable under the Plan
(excepting proportionate adjustments made under Paragraph 8 to
give effect to stock splits, etc.); (2) to change the option
price of optioned stock (excepting proportionate adjustments made
under Paragraph 8); (3) to change the requirement that the option
price per share of common stock covered by an option granted
under this Plan not be less than 100% of the fair market value of
the Company's common stock on the date such option is granted;
(4) to extend the time within which Incentive Stock Options may
be granted or the time within which a granted Incentive Stock
Option may be exercised; or (5) to change, without the consent of
the Optionee (or his, or his estate's, legal representative), any
option previously granted to him under the Plan. If the Plan is
terminated, any unexercised option shall continue to be
exercisable in accordance with its terms, except as provided in
Paragraph 9 above.
11. Company Responsibility. All expenses of this Plan,
including the cost of maintaining records, shall be borne by the
Company. The Company shall have no responsibility or liability
(other than under applicable Securities Acts) for any act or
thing done or left undone with respect to the price, time,
quantity, or other conditions and circumstances of the purchase
of shares under the terms of the Plan, so long as the Company
acts in good faith.
12. Implied Consent of Participants. Every Participant, by
his acceptance of an option under this Plan, shall be deemed to
have consented to be bound, on his own behalf and on behalf of
his heirs, assigns, and legal representatives, by all of the
terms and conditions of this Plan.
13. No Effect on Employment Status. The fact than an
employee has been granted an option under this Plan shall not
limit or otherwise qualify the right of his employer to terminate
his employment at any time.
14. Duration and Termination of the Plan. This Plan became
effective on May 13, 1983. No Incentive Stock Option shall be
granted subsequent to May 12, 1993, or subsequent to any earlier
date as of which the Plan is terminated pursuant to Paragraph 10.
15. Delaware Law to Govern. This plan shall be construed
and administered in accordance with and governed by the laws of
the State of Delaware.
1983opt.pol
- 5 -
PAGE