EXHIBIT 10.1
Restatement #1: Effective October 28, 1986
Restatement #2: Effective February 7, 1989
Restatement #3: Effective October 16, 1990
Restatement #4: Effective January 28, 1992
Restatement #5: Effective August 1, 1995
STRATUS COMPUTER, INC.
STOCK OPTION PLAN (January, 1983)
RESTATEMENT NUMBER FIVE
1. Purpose. The purpose of this Plan is to advance the interests of
Stratus Computer, Inc. (the "Company") by providing an opportunity to
selected key employees of the Company and its subsidiaries to purchase
stock of the Company through the exercise of options granted under this
Plan. By encouraging such stock ownership, the Company seeks to
attract, retain and motivate employees of training, experience and
ability. It is intended that this purpose will be effected by the
granting of stock options as provided herein.
2. Amendment and Restatement of Prior Plan. This plan continues, in
amended and restated form, the Incentive Stock Option Plan
(January, 1983) (the "Incentive Stock Option Plan"), as previously
amended and restated effective October 28, 1986 ("Restatement
Number One"), February 7, 1989 ("Restatement Number Two"), October
16, 1990 ("Restatement Number Three") and January 28, 1992
( Restatement Number Four ) which Amendment extended the
termination date of the Plan until December 31, 2003 and for
purposes of Section 422(b)2 of the Internal Revenue Code of 1986,
as Amended (the Code ), constitutes a new plan. This Stratus
Computer, Inc. Stock Option Plan (January, 1983) Restatement
Number Five (the "Plan"), effective as of August 1, 1995, reflects
further amendments to the Plan adopted by the Board of Directors
of the Company (the "Board") on August 1, 1995, the sole purpose
of which is to cause the Plan to comply with the requirements of
Rule 16b-3 promulgated under Section 16 of the Securities Exchange
Act of 1934, as Amended ( Rule 16b-3 ).
3. Effective Date. The Plan became effective as of January 1, 1983.
This Restatement Number Five of the Plan became effective on
August 1, 1995, the date the last amendment incorporated in this
restatement was adopted by the Board. To the extent at any time
that amendments are made to the Plan for which shareholder
approval is necessary under applicable tax or securities laws or
under the Board action adopting such amendment, options that may
be granted only as a result of such amendments may be granted
before such approval, but no such options may be exercised until
such approval is obtained and such options will be null and void
if such approval is not obtained.
4. Stock Subject to the Plan. The shares that may be granted under
this Plan shall not exceed in the aggregate 9,380,200 shares of
the $.01 par value Common Stock of the Company (the "Shares");
provided, however, that such maximum number of Shares shall be
reduced by the number of any Shares that are made subject to
options (which have not subsequently expired or been terminated
before exercise) pursuant to the Stratus Computer, Inc. Non-
Qualified Common Stock Option Plan. Any Shares subject to an
option under this Plan which for any reason expires or is
terminated unexercised as to such Shares may again be the subject
of an option under the Plan. In addition, any Shares purchased by
an optionee upon exercise of an option under this Plan that are
subsequently repurchased by the Company pursuant to the terms of
such option may again be the subject of an option under the Plan.
The Shares delivered upon exercise of options under this Plan
may, in whole or in part, be either authorized but unissued Shares
or issued Shares reacquired by the Company.
5. Administration. This Plan shall be administered by a committee
(the "Stock Option Committee") consisting of three (3) or more
members of the Board who are not employees of the Company, none of
whom shall be eligible to participate in the Plan and all of whom
shall be disinterested persons as defined under Rule 16b-3. The
Stock Option Committee shall be appointed by and shall serve at
the pleasure of the Board. Subject to the provisions of this
Plan, said Committee shall have full power to construe and
interpret the Plan and to establish, amend and rescind rules and
regulations for its administration.
6. Eligible Employees. Options may be granted to such key employees
of the Company or of any of its subsidiaries, including members of
the Board who are also employees of the Company or any of its
subsidiaries, as are selected by the Stock Option Committee.
7. Duration of the Plan. This Plan shall terminate on December 31,
2003, unless terminated earlier pursuant to Paragraph 13
hereafter, and no options may be granted thereafter.
8. Restrictions on Incentive Options. Incentive options (but not
nonqualified options) granted under this Plan shall be subject to
the following restrictions:
(a) Limitation on Number of Shares. (i) With respect to
incentive options granted before January 1, 1987, the
aggregate fair market value, determined as of the date the
incentive option is granted, of the Shares for which an
employee may be granted incentive option in any calendar
year shall not exceed $100,000 plus any "unused limit
carryovers," as that term is defined under Section
422A(c)(4) of the Code (as in effect immediately prior to
its amendment by the Tax Reform Act of 1986), available in
such year; or (ii) for incentive options granted after
December 31, 1986, the aggregate fair market value,
determined as of the date the incentive option is granted,
of the Shares with respect to which incentive options are
exercisable for the first time by an employee during any
calendar year shall not exceed $100,000. In the event that
an employee is eligible to participate in any other
incentive stock option plans of the Company or any of its
subsidiaries which are also intended to comply with the
provisions of Section 422 of the Code, the applicable annual
limitation shall apply to the aggregate number of Shares for
which incentive stock options may be granted under all such
plans.
(b) 10% Stockholder. If any employee to whom an incentive
option is granted pursuant to the provisions of the Plan is
on the date of grant the owner of stock (as determined
under Section 424(d) of the Code) possessing more than 10%
of the total combined voting power of all classes of stock
of the Company or any of its subsidiaries, then the
following special provisions shall be applicable to the
incentive option granted to such individual:
(i) The option price per Share subject to such incentive option
shall not be less than 110% of the fair market value of one
Share on the date of grant; and The incentive option shall
not have a term in excess of five (5) years from the date of
grant.
(c) Effect of Other Outstanding Incentive Options. No
incentive option granted before January 1, 1987 hereunder
shall be exercisable by any optionee while there is
"outstanding," within the meaning of Section 422A(c)(7) of
the Code (as in effect immediately prior to its amendment by
the Tax Reform Act of 1986), any incentive option or other
incentive stock option which was granted to the optionee
before the granting of the incentive option under this Plan
and which permits the optionee to purchase stock in (i) the
Company, (ii) a corporation which (at the time of the
granting of the incentive option under this Plan) is a
parent or subsidiary of the Company, or (iii) a predecessor
corporation of any of such corporations.
9. Terms and Conditions of Options. Options granted under this Plan
shall be evidenced by stock option agreements in such form and not
inconsistent with the Plan as the Stock Option Committee shall
approve from time to time, which agreements shall evidence the
following terms and conditions:
(a) Price. Subject to the condition of subparagraph
(b)(i) of Paragraph 8, if applicable, with respect to each
incentive option, the purchase price per Share of stock
payable upon the exercise of each option granted hereunder
shall be not less than 100% of the fair market value of the
stock on the day the option is granted. With respect to
each nonqualified option, the purchase price per Share
payable upon the exercise of each option granted hereunder
shall be determined by the Stock Option Committee at the
time the option is granted and shall not be less than 50% of
the fair market value of one Share on the date of grant.
(b) Number of Shares. Each option agreement shall specify the
number of Shares to which it pertains.
(c) Exercise of Options. Subject to the conditions on
incentive options of subparagraph (b)(ii) and (c) of
Paragraph 8, if applicable, each option shall be exercisable
for the full amount or for any part thereof and at such
intervals or in such installments as the Stock Option
Committee may determine at the time it grants such option;
provided, however, that no option shall be exercisable with
respect to any Shares later than ten (10) years after the
date of the grant of such option.
(d) Notice of Exercise and Payment. An option shall be
exercisable only by delivery of a written notice to the
Stock Option Committee, any member of the Committee, the
Company's Treasurer, or any other officer of the Company
designated by the Committee to accept such notices on its
behalf, specifying the number of Shares for which it is
exercised. If said Shares are not at the time effectively
registered under the Securities Act of 1933, as amended, the
optionee shall include with such notice a letter, in form
and substance satisfactory to the Company, confirming that
the Shares are being purchased for the optionee's own
account for investment and not with a view to distribution.
Payment shall be made in full at the time of delivery to the
optionee of a certificate or certificates covering the
number of Shares for which the option was exercised.
Payment shall be made (i) by cash or check, (ii) if
permitted by the Stock Option Committee, by delivery and
assignment to the Company of Shares of Company stock having
a fair market value (as determined by the Stock Option
Committee) equal to the option price, (iii) [only with
respect to optionees who are officers or directors of the
Company (or its affiliates) who, by reason of their
relationship to the Company, would be subject to Section 16
of the Securities Exchange Act of 1934, as amended in
connection with their acquisition or disposition of Common
Stock of the Company (a "Section 16 Person")], if permitted
by the Stock Option Committee, by promissory note, or (iv)
by a combination of (i), (ii) and (iii) (if applicable).
The value of the Company stock for such purpose shall be its
fair market value as of the date the option is exercised, as
determined in accordance with procedures to be established
by the Stock Option Committee.
(e) Withholding Taxes; Delivery of Shares. The Company's
obligation to deliver Shares of Common Stock upon exercise
of a nonqualified option, in whole or in part, shall be
subject to the optionee's satisfaction of all applicable
federal, state and local income and employment tax
withholding obligations. The optionee may satisfy the
obligation, in whole or in part, by electing to have the
Company withhold Shares of Common Stock having a value equal
to the amount required to be withheld. The value of Shares
to be withheld shall be based on the fair market value of
the Shares on the date the amount of tax to be withheld is
to be determined (the "Tax Date"). The optionee's election
to have Shares withheld for this purpose will be subject to
the following restrictions: (1) the election must be made
prior to the Tax Date, (2) the election must be
irrevocable, (3) the election will be subject to the right
of the Committee to disapprove the election, and (4) if a
participant is a Section 16 Person, such election must
comply in all respects with the requirements of Rule 16b-3.
(f) Non-Transferability. No option shall be transferable
by the optionee otherwise than by will or the laws of
descent or distribution, and each option shall be
exercisable during his lifetime only by him.
(g) Termination of Options. Each option shall terminate
and may no longer be exercised if the optionee ceases for
any reason to be a employee of the Company, or its parent or
a subsidiary, except that:
(i) if the optionee's employment shall have terminated for
any reason other than cause, disability (as defined
below) or death, he may at any time within a period of
thirty (30) days after such termination of employment
exercise his option to the extent that the option was
exercisable by him on the date of termination of his
employment;
(ii) if the optionee's employment shall have been terminated
because of disability within the meaning of Section 22(e)(3)
of the Code, with respect to incentive options granted to
the optionee, the optionee may, at any time within a
period of one (1) year after such termination of
employment, and with respect to nonqualified options granted
to the optionee, the optionee may, at any time within a
period of one year and one day after such termination of
employment, exercise his option to the extent that the
option was exercisable by him on the date of termination of
his employment; and
(iii) if the optionee dies at a time when the option was
exercisable by him, then his estate, personal representative
or beneficiary to whom it has been transferred pursuant to
paragraph 9(f) hereof may exercise the option to the extent
the optionee might have exercised it at the time of his
death; (a) at any time within a period of six (6) months
following his death if the optionee was not an employee at
the time of his death, or, (b) in the event his employment
with the Company is terminated by his death, one (1) year
following such termination of employment. In no case,
however, may an option be exercised to any extent by anyone
after the date of expiration of the option.
(h) Rights as Shareholder. The optionee shall have no
rights as a shareholder with respect to any Shares covered
by his option until the date of issuance of a stock
certificate to him for such Shares.
10. Stock Dividends; Stock Splits; Stock Combinations;
Recapitalizations. Appropriate adjustment shall be made in the
maximum number of Shares of Common Stock subject to the Plan and
in the number, kind, and option price of Shares covered by
outstanding options granted hereunder to give effect to any stock
dividends or other distribution (which exceeds five percent of the
total number of Shares of Common Stock outstanding at the close of
business on the date fixed for the determination of stockholders
entitled to receive such stock dividend or distribution), stock
splits, stock combinations, recapitalizations and other similar
changes in the capital structure of the Company after the
effective date of the Plan.
11. Merger; Sale of Assets; Dissolution. In the event of a change of
the Common Stock resulting from a merger or similar
reorganization as to which the Company is the surviving
corporation, the number and kind of Shares which thereafter may be
optioned and sold under this Plan and the number and kind of
Shares then subject to options granted hereunder and the price per
share thereof shall be appropriately adjusted in such manner as
the Stock Option Committee may deem equitable to prevent
substantial dilution or enlargement of the rights available or
granted hereunder. Except as otherwise determined by the Board,
a merger or a similar reorganization which the Company does not
survive, or a sale of all or substantially all of the assets of
the Company, shall cause every option outstanding hereunder to
terminate, to the extent not then exercised, unless any surviving
entity agrees to assume the obligations hereunder.
12. Definitions.
(a) The term "key employees" means those executive,
administrative, operational or managerial employees who are
determined by the Stock Option Committee to be eligible for
options under this Plan.
(b) The term "option", unless otherwise indicated, means either
an incentive option or a nonqualified option. The term
"options" refers to both incentive options or nonqualified
options.
(c) The term "optionee" means a key employee to whom an option
is granted under this Plan.
(d) The term "parent" shall have, for purposes of this Plan, the
meaning ascribed to it under Section 424(e) of the Code.
(e) The term "subsidiary shall, for purposes of this Plan, have
the meaning ascribed to it under Section 424(f) of the Code.
13. Termination or Amendment of Plan. The Board may at any time
terminate this Plan or make such changes in or additions to the
Plan as it deems advisable without further action on the part of
the shareholders of the Company, provided:
(a) that no such termination or amendment shall adversely affect
or impair any then outstanding option without the consent of
the optionee holding such option; and
(b) that any such amendment which:
(i) increases the maximum number of Shares subject to this
Plan (subject to the provisions of Section 10),
(ii) changes the class of persons eligible to participate
in this Plan, or
(iii) materially increases the benefits accruing to
participants under this Plan; shall be subject to
approval by the shareholders of the Company within one
(1) year from the effective date of such amendment and
shall be null and void if such approval is not
obtained.