Exhibit 10(j)(vi)
GIBSON GREETINGS, INC.
1989 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(As amended and restated through April 29, 1993)
1. Purpose. The purpose of this Gibson Greetings, Inc.
1989 Stock Option Plan for Nonemployee Directors (the "Directors
Plan" or "Plan") is to enhance the value of the stockholders'
investment in Gibson Greetings, Inc. (the "Company") by
encouraging those directors of the Company who are not employees
of the Company or any of its subsidiaries (the "Directors") to
acquire or increase and retain a financial interest in the
Company and thereby also encourage the Directors to remain as
directors of the Company and to put forth maximum efforts for the
success of the Company.
It is intended that stock options ("Nonqualified Stock
Options" or "Options"), other than incentive stock options as
defined by the Internal Revenue Code of 1986, as amended (the
"Code"), may be granted under the Directors Plan.
2. Administration of the Directors Plan.
(a) General. The Directors Plan shall be administered
by the Board of Directors of the Company (the "Board") which,
subject to and not inconsistent with the express provisions of
the Directors Plan, shall exercise all the power and authority
specifically granted to it under the Plan or necessary or
advisable, in the sole and absolute discretion of the Board, to
the administration of the Plan.
(b) Rules and Interpretation. The Board shall have
the authority to establish, adopt or revise such rules and
regulations and to make all such determinations relating to the
Directors Plan as it may deem necessary or advisable for the
administration of the Plan and in order to preserve the exemption
of the Plan and any Plan Options under 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. The Board's interpretation
of the Directors Plan or any Option granted hereunder, and all
decisions and determinations by the Board with respect to the
Plan, shall be final, binding and conclusive on all parties. No
member of the Board shall be personally liable for any action,
failure to act, determination, interpretation or construction
made in good faith with respect to the Directors Plan or any
Option or transaction thereunder.
(c) No Other Rights. Nothing contained in the
Directors Plan, nor any Option granted pursuant to the Directors
Plan, shall confer upon any Director covered by the Directors
Plan any right to continue as a director of the Company nor limit
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in any way the right of the Company to terminate his status as a
director at any time.
3. The Stock. The shares of stock available for issuance
pursuant to the grant of Options under the Directors Plan shall
consist of 80,000 shares of Common Stock, par value $0.01 per
share (the "Common Shares"), of the Company, subject to
adjustment as provided in Section 11 hereof. All shares acquired
upon the exercise of Options will be, in whole or in part, either
Common Shares purchased by the Company in the open market and
held in the treasury of the Company or authorized and unissued
Common Shares of the Company. Should an Option (or a portion
thereof) expire for any reason without being exercised, the
shares subject to the portion of such Option not so exercised
shall be available for subsequent grants under the Directors
Plan.
4. Effective Date and Termination of Plan. The Directors
Plan became effective on January 23, 1989 and shall terminate
upon the earlier of (i) January 23, 1999; or (ii) the date on
which all shares available for issuance under the Directors Plan
have been issued pursuant to the exercise of Options granted
hereunder; or (iii) the determination of the Board that the
Directors Plan shall terminate. No Options may be granted under
the Directors Plan after the termination date, provided that the
Options granted and outstanding on such date shall continue to
have force and effect in accordance with the provisions of the
instruments evidencing such Options.
5. Grant, Terms and Conditions of Options.
(a) Grant of Options. Under the Directors Plan, each
then serving Director of the Company shall be granted each year,
at the close of business on the date upon which the Company's
annual meeting of stockholders for that year is held, beginning
with the annual meeting to be held during 1989, Nonqualified
Stock Options to purchase 1,000 Common Shares. Each Director
receiving an Option may be referred to herein as an "Optionee."
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 Board may prescribe not inconsistent with the
Plan.
(b) When Exercisable. Options shall be exercisable
one year after the date of grant. No fractional shares shall be
issued, and fractional shares remaining in any Option shall be
rounded down to the nearest whole number of shares.
(c) Price. The exercise price per share of each
Option shall be equal to the fair market value of a Common Share
on the date of grant, as determined under Section 8 hereof,
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provided that the exercise price shall be subject to adjustment
only as provided in Section 11 hereof.
(d) Term of Options. Options shall be effective on
the date of grant and shall be of a term of ten (10) years from
the date of grant. Each such Option shall be subject to earlier
termination as provided in Section 6 hereof.
6. Termination of Director Status.
(a) Except as otherwise provided in the Directors
Plan, an Optionee's Options (i) are exercisable only by the
Optionee, (ii) are exercisable only while the Optionee is a
director of the Company and then only if the Options have become
exercisable by their terms, and (iii) if not exercisable by their
terms at the time the Optionee ceases to be a director of the
Company, shall immediately expire on the date the Optionee ceases
to be a director of the Company.
(b) Except as provided by this subsection (6)(b), any
Optionee's option which is exercisable by its terms at the time
the Optionee ceases to be a director of the Company must be
exercised on or before the earlier of (i) three years after the
date the Optionee ceases to be a director of the Company or
(ii) the fixed expiration date of such Option, after which
applicable period such option shall expire. If an Optionee's
status as a director is terminated on account of any act of fraud
or intentional misrepresentation, or embezzlement,
misappropriation or conversion of the assets or opportunities of
the Company or any of its subsidiaries, all Options granted to
such Optionee shall, to the extent not previously exercised,
expire immediately as of the date on which the director's status
as such is terminated.
(c) In the event of the death of the Optionee while a
director of the Company, each of that Optionee's unexercised
options (whether or not then exercisable by its terms) shall
become immediately exercisable by his estate for a period ending
on the earlier of the fixed expiration date of such Option or
three years after the date of death, after which period such
Option shall expire. For purposes hereof, the estate of an
Optionee shall be defined to include the legal representatives
thereof or any person who has acquired the right to exercise an
Option by reason of the death of the Optionee.
(d) In the event the Optionee ceases to be a director
by reason of permanent disability (as defined below), each of
that Optionee's unexercised Options (whether or not then
exercisable by its terms) shall become exercisable for a period
ending on the earlier of the fixed expiration date of such Option
or three years from the date the Optionee ceases to be a
director, after which period such Option shall expire. For
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purposes hereof "permanent disability" shall be deemed to be the
inability of the Optionee to perform the duties of a director of
the Company because of a physical or mental disability as
evidenced by the opinion of a Company-approved doctor of medicine
licensed to practice medicine in the United States of America.
7. Transferability of Options. Except that an Option may
be transferred pursuant to a "domestic relations order" as
defined in Section 414(p)(1)(B) of the Code, any Option granted
hereunder shall be transferable only by will or the laws of
descent and distribution and shall be exercisable during the
lifetime of the Optionee only by the Optionee or by his guardian
or legal representative.
8. Fair Market Value. The "fair market value" of a Common
Share on any relevant date for purposes of any provision of the
Directors Plan shall be the last reported sales price of a Common
Share on the NASDAQ National Market System on such date or, if
there are no reported sales on such date, then the last reported
sales price on the next preceding day on which such a sale was
transacted.
9. 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 and applicable state Blue Sky
Laws. With respect thereto, the Board may impose such conditions
on transfer, restrictions and limitations as it may deem
necessary and appropriate to assure compliance with such
applicable securities laws.
10. Method of Exercise. An Option granted under this Plan
may be exercised by written notice to the Board, 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
Section 8 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
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respect to any Common Shares issuable upon exercise of such
Option until certificates representing such shares shall have
been issued and delivered.
11. Share Adjustments. In the event there is any change in
the Company's Common Shares resulting from stock splits, stock
dividends, combinations or exchanges of shares, or other similar
capital adjustments, equitable proportionate adjustments shall
automatically be made without further action by the Board in (i)
the number of Common Shares available for Option grants under
this Directors Plan, (ii) the number of Common Shares subject to
Options granted under this Plan, and (iii) the option price of
optioned shares.
12. Merger, Consolidation or Sale of Assets.
(a) 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 corporation"), such successor corporation may obligate
itself to continue this Plan and to assume all obligations under
the Plan. In the event that such successor corporation does not
obligate itself to continue this Plan as above provided, this
Plan shall terminate effective upon such consolidation, merger,
or transfer, and, except as provided in Subsection 12(d) hereof,
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.
(b) In the event any person, by any means of purchase
or acquisition, becomes the "beneficial owner" (as defined in
Rule l3d-3 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as in effect on January
23, 1989, or any successor provision thereto) of more than 50% of
the outstanding Common Shares of the Company, or commences a
tender offer pursuant to Regulation l4C promulgated by the
Securities and Exchange Commission under the Securities Exchange
Act of 1934 as in effect on April 26, 1985, or any successor
provision thereto, which if successful, would result in such
person becoming the beneficial owner of more than 50% of such
shares, then with respect to each Optionee all Options which were
outstanding at the time of such event shall immediately become
exercisable in full.
(c) In the event of the execution of an agreement of
reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not to
be the surviving corporation (whether or not the Company shall be
dissolved or liquidated) or the execution of an agreement of sale
or transfer of all or substantially all of the assets of the
Company, then with respect to each Optionee all Options which
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were outstanding at the time of such event shall immediately
become exercisable in full.
(d) In the event of the consummation of any of the
transactions called for in an agreement referred to in Subsection
12(c) hereof, any Optionee who is subject to the filing
requirements imposed under Section 16(a) of the Securities
Exchange Act of 1934 (the "Act") with respect to the Company
shall receive a payment of cash equal to the difference between
the aggregate Fair Value of the Common Shares subject to such
accelerated Option and the aggregate option exercise price of
such shares. For this purpose, "Fair Value" shall mean the cash
value per share to be paid to stockholders pursuant to such
agreement, or if cash value is not to be paid, the highest
aggregate fair market value of the subject shares of Common Stock
during the 60-day period immediately preceding the date of the
consummation of the transaction. Payment of said cash shall be
made within ten (10) days after said consummation of the
transaction. The foregoing payments under this Subsection 12(d)
shall be made in lieu of and in full discharge of any and all
obligations of the Company in respect of all subject Options of
the Optionee.
(e) The grant of Options under the Directors Plan
shall in no way affect the right of the Company to adjust,
reclassify, reorganized or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.
13. 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
stockholders; except that the Plan may not be so amended (i) to
increase the aggregate number of Common Shares issuable under the
Plan (excepting proportionate adjustments made under Section 11
to give effect to stock splits, etc.); (ii) to change the option
price of optioned stock (excepting proportionate adjustments made
under Section 11); (iii) to change the requirement that the
option price per Common Stock covered by an Option granted under
this Plan be 100% of the fair market value of the Company's
Common Shares on the date such Option is granted; or (iv) to
change, without the consent of the Optionee (or such Optionee's,
or such Optionee's estate's, legal representative), any Option
previously granted to such Optionee under the Plan.
Notwithstanding the foregoing, the provisions of this Directors
Plan governing the amount, price and timing of awards to
Directors may not be amended more frequently than once every six
months other than to comport with changes in the Code or the
rules thereunder. If the Plan is terminated, any unexercised
Option shall continue to be exercisable in accordance with its
terms, except as provided in Paragraph 12 above.
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14. 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 Common Shares under the terms of the Plan, so long as the
Company acts in good faith.
15. Implied Consent. Every Optionee, by his acceptance of
an Option under this Plan, shall be deemed to have consented to
be bound, on his or her own behalf and on behalf of such
Optionee's heirs, assigns, and legal representatives, by all of
the terms and conditions of this Plan.
16. Delaware Law to Govern. This Plan shall be construed
and administered in accordance with and governed by the laws of
the State of Delaware.
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