EXHIBIT A
TECHNOLOGY RESEARCH CORPORATION
1996 STOCK OPTION PERFORMANCE PLAN
TECHNOLOGY RESEARCH CORPORATION (the "Company") hereby adopts this
Technology Research Corporation 1996 Stock Option Performance Plan.
1. Purpose. The purpose of the Technology Research Corporation 1996
Stock Option Performance Plan (the "Plan") is to further the long term
stability and financial success of the Company by retaining key management
employees who can contribute to the financial success of the Company through
the use of stock incentives. It is believed that ownership of Company Stock
will stimulate the efforts of those employees upon whose judgment, interest and
efforts the Company will be largely dependent for the successful conduct of its
business. It is also believed that awards granted to such employees under
this Plan will also further the identification of those employees' interests
with those of the Company's shareholders. It is intended that each option
granted under the Plan shall constitute an "incentive stock option" within the
meaning of that term as contained in Section 422 of the Internal Revenue Code
of 1986.
The Plan has been adopted by the Board of Directors of the Company,
subject to the approval of the Company's shareholders at its 1996 Annual
Meeting of Shareholders. The Plan is intended to conform to the provisions
of Securities and Exchange Commission Rule 16b-3 ("Rule 16b-3").
2. Definitions. As used in the Plan, the following terms have the
meanings indicated:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Applicable Withholding Taxes" means the aggregate amount of federal,
state and local income and payroll taxes that the Company is required to
withhold in connection with any exercise of an Option or payment with respect
to Incentive Stock.
(c) "Award" means the award of an Incentive Stock Option or Nonstatutory
Option under the Plan.
(d) "Beneficiary" means the person or persons entitled to receive a
benefit pursuant to an Award upon the death of a Participant.
(e) "Board" means the Board of Directors of the Company.
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(f) "Change of Control" means:
(1) The acquisition by any unrelated person of beneficial ownership
(as that term is used for purposes of the Act) of 51% or more of the then
outstanding shares of common stock of the Company or the combined voting power
of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors. The term "unrelated person" means any
person other than (1) the Company, (2) an employee benefit plan or trust of the
Company, or (3) a person who acquires stock of the Company pursuant to an
agreement with the Company that is approved by the Board in advance of the
acquisition, unless the acquisition results in a Change of Control pursuant to
subsection (ii) below. For purposes of this subsection, a "person" means an
individual, entity or group, as that term is used for purposes of the Act.
(2) Any tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
foregoing transactions, pursuant to which the persons who were directors of
the Company before such transaction cease to constitute a majority of the Board
of Directors of the Company or any successor to the Company.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Committee" means the committee appointed to administer the Plan.
(i) "Company" means Technology Research Corporation.
(j) "Company Stock" means common stock of the Company. In the event of a
change in the capital structure of the Company, the shares resulting from such
a change shall be deemed to be Company Stock within the meaning of the Plan.
(k) "Corporate Change" means a consolidation, merger, dissolution or
liquidation of the Company, or a sale or distribution of assets or stock (other
than in the ordinary course of business) of the Company,
(l) "Date of Grant" means the date as of which an Award is made by the
Committee.
(m) "Disability" or "Disabled" means, as to an Incentive Stock Option, a
Disability within the meaning of Section 22(e)(3) of the Code.
(n) "Fair Market Value" means (i) if the Company Stock is traded on an
exchange, the mean of the highest and lowest registered sales prices of the
Company Stock on the exchange on which the Company Stock generally has the
greatest trading volume, or (ii) if the Company Stock is traded in the over-
the-counter market, the mean between the closing bid and asked prices as
reported by NASDAQ. Fair Market Value shall be determined as of the applicable
date specified in the Plan or, if there are no trades on such date, the value
shall be determined as of the last preceding day on which the Company Stock is
traded.
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(o) "Incentive Stock Option" means an Option intended to meet the
requirements of, and qualify for favorable Federal income tax treatment under
Section 422 of the Code.
(p) "Insider" means a person subject to Section 16(b) of the Act.
(q) "Nonstatutory Stock Option" means an Option that does not meet the
requirements of Section 422 of the Code, or that is otherwise not intended to
be an Incentive Stock Option and is so designated.
(r) "Option" means a right to purchase Company Stock granted under the
Plan, at a price determined in accordance with the Plan.
(s) "Participant" means an employee who receives an Award under the Plan.
(t) "Rule 16b-3" means Rule 16b-3 of the Act. A reference in the Plan to
Rule 16b-3 shall include a reference to any corresponding subsequent rule or
any amendments to Rule 16b-3 enacted after the effective date of the Plan.
(u) "10% Shareholder" means a person who owns, directly or indirectly,
stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company. Indirect ownership of stock shall be
determined in accordance with Code section 424(d).
(v) "Vested Option" means an option which a Participant is entitled to
exercise after holding such option for a period of ten years, less one day,
unless he is entitled to accelerate the exercise of such option in accordance
with the terms of an applicable Stock Option Agreement.
3. Stock. The shares which may be issued and delivered upon exercise of
options granted under the Plan shall be shares of the Company's authorized but
unissued or issued and reacquired common stock, $.51 par value per share (the
"Shares"). The aggregate number of Shares which may be issued on exercise of
all options granted under the Plan shall not exceed 400,000 Shares. Shares
allocable to Options granted under the Plan that expire or otherwise terminate
unexercised and shares that are forfeited pursuant to vesting restrictions on
Options awarded under the Plan may again be subjected to an Award under this
Plan. For purposes of determining the number of shares that are available for
Awards under the Plan, such number shall, if permissible under Rule 16b-3,
include the number of shares surrendered by a Participant or retained by the
Company in payment of Applicable Withholding Taxes.
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4. Shareholder Approval. Subject to the approval of the holders of
Company Stock voted, in person or by proxy, at the 1996 Annual Meeting of
Shareholders of the Company, this Plan shall be effective as of July 1, 1996.
5. Eligibility. Any member of senior management of the Company who, in
the judgment of the Committee, has contributed or can be expected to contribute
to the profits or growth of the Company shall be eligible to receive awards
under the Plan. The Committee shall have the power and complete discretion to
select eligible employees to receive Awards and to determine for each employee
the terms, conditions and nature of the Award and the number of shares to be
allocated to each employee as part of the Award.
6. Stock Options. Incentive Stock Options and Nonstatutory Stock Options
may be granted under the Plan in such numbers, at such prices and on such terms
and conditions as the Committee shall determine, provided that such options
shall comply with and be subject to the following terms and conditions:
(a) Annual Grant Limitation.
No employee shall be granted an Incentive Stock Option to the extent that
the aggregate Fair Market Value of Shares made subject to such option
(determined as of the date such option is granted) which are exercisable for
the first time by a key employee during any one calendar year exceeds the sum
of $100,000 (the "Limitation Amount"). Incentive Stock Options granted under
the Plan and all other plans of the Company or affiliated entity of the Company
shall be aggregated for purposes of determining whether the Limitation Amount
has been exceeded. The Committee may impose such conditions as it deems
appropriate on an Incentive Stock Option to ensure that the foregoing
requirement is met. If any Incentive Stock Options that are granted under the
Plan have an aggregate Fair Market Value that exceeds the Limitation Amount,
the excess Options will be treated as Nonstatutory Stock Options to the extent
permitted by law.
(b) Option Agreement.
All options granted under the Plan shall be evidenced by a written option
agreement stating the number of shares capable of being purchased upon its
exercise and otherwise in such form as the Committee may periodically approve
and containing such terms and conditions, including the period of exercise and
whether in installments or otherwise, as shall be contained therein, which need
not be the same for all options.
(c) Date of Grant.
The date on which an option grant is approved by the Committee shall be
considered the date on which such option is granted (the "Date of Grant"), and
shall be reflected in the option agreement. All options under this Plan shall
be granted within 10 years of the date this Plan is adopted.
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(d) Option Price.
Each option agreement shall state the purchase price of each Share capable
of being acquired upon exercise of the option, which price shall be determined
by the Committee with respect to each option granted but shall not be less than
ONE HUNDRED PERCENT (100%) of the fair market value of each such Share on the
Date of Grant (or, in the case of any optionholder owning more than ten percent
of the voting power of all classes of stock of the Company, not less than ONE
HUNDRED AND TEN PERCENT (110%) of the Fair Market Value of the Shares on the
Date of Grant. In the event that Share prices are not published for the Date
of Grant, such value shall be determined by calculating the weighted average of
the closing prices or the mean between such bid and asked prices, as
applicable, on the nearest trading dates occurring before and after the
valuation date, in accordance with such rules as may be established by the
Committee.
(e) Option Exercise.
All options granted under the Plan shall be deemed to be Vested Options
after the holder has held such option for a period of ten years, less one day,
and shall become exercisable at such times and in such installments (which may
be cumulative) as the Committee shall provide in the terms of each individual
option. No option may be exercised until such Option has been held for at
least one year; subject, however, to the right to accelerate the exercise
thereof in accordance with the terms of an applicable Stock Option Agreement.
All Vested Options and Options that have become exercisable from time to time
may be exercised in whole or in part in accordance with the terms of the
applicable Stock Option Agreement; provided, however, that the Committee shall
be authorized to require that any partial exercise be with respect to a minimum
number of Shares.
(f) Forfeiture or Exercise of Option.
In the event that a Participant ceases employment with the Company, all
options shall be forfeited, or be exercised, as follows:
(1) In the event of a Participant's termination of employment, the
Participant's Vested Options shall be forfeited immediately unless such options
are exercised on the date of termination.
(2) Upon the disability of a Participant, the Participant's Vested
Options shall be exercisable within twelve months (or such shorter period as
the Code may require) of the Participant's date of disability.
(3) If the Participant dies while in the employment of the Company,
the Participant's estate, personal representative, or designated beneficiary
shall have the right to exercise such Vested Options within one year of the
Participant's death (or such shorter period as the Code or the terms of the
applicable Stock Option Agreement may require).
(4) All non-vested Options shall be forfeited effective as of the
date of termination of employment.
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(g) Mechanics of Exercise.
A person entitled to exercise any portion of an option granted under the
Plan may exercise the same at anytime, either in whole or in part, by
delivering written notice of exercise to the office of the Secretary of the
Company or to such other location as may be designated by the Committee,
specifying therein the number of Shares with respect to which the option is
being exercised, which notice shall be accompanied by payment in full of the
purchase price of the Shares being acquired. Payment may be made wholly or
partly in cash or in shares of Company Stock already owned by the optionholder
or by authorizing the Company to retain a sufficient number of Shares which
would otherwise be issuable upon exercise of the option, valued for purposes
of such payment as of the date of exercise. Subject to the optionholder's
compliance with Section 16(b) of the Exchange Act, the Committee may also
permit the holder to simultaneously exercise an option and sell the Shares
thereby acquired pursuant to a "cashless exercise" arrangement and accept
payment from a broker-dealer selected by and approved of in all respects by the
Committee, and use the proceeds from such sale as payment of the exercise price
of such options. No Shares shall be issued until full payment therefore has
been made in the manner set forth above or in any combination of the methods
set forth above, in each case to the extent approved by the Committee. If any
adjustment has been effected so as to establish a right by an optionholder to
acquire a fractional share, such fraction shall be rounded upward to the next
whole number.
(h) Expiration of Option.
Each option granted under the Plan shall expire and all rights to purchase
Shares thereunder shall cease ten years after the Date of Grant or on such
prior date as may be fixed by the Committee and specified in the subject option
agreement; provided that any option granted to a key employee owing more than
ten percent of the voting power of all classes of stock of the Company shall
similarly expire five years after the Date of Grant.
(i) Investment Purpose.
Unless the Committee chooses to register or qualify the Shares under the
Securities Act of 1933, as amended (the "Act"), pursuant to the provisions set
forth in Section 11(g) below, each option is granted on the express condition
that the purchase of Shares upon an exercise thereof shall be made for
investment purposes only and not with a view to their resale or further
distribution unless such Shares, at the time of their issuance and delivery,
are registered under the Securities Act, or, alternatively, at some time
following such issuance their resale is determined by counsel for the Company
to be exempt from the registration requirements of the Act and of any other
applicable law, regulation or ruling. Any Shares so registered shall be
promptly listed with each securities exchange through which any class of the
Company's capital stock or other securities are traded.
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(j) Compliance with Exchange Act.
With respect to Insiders that are subject to the Act, all transactions
under this Plan, including the exercise of Options, delivery of Shares in
payment of the exercise prior to sale of the Company Stock purchased upon the
exercise of such Options are intended to comply with all applicable conditions
of Rule 16b-3 or its successors under the Act. The Committee shall be
authorized to monitor all such transactions by Insiders to ensure such
compliance and to the extent any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void to the extent
permitted by law.
7. Applicable Withholding Taxes. Each Participant shall agree, as a
condition of receiving an Award, to pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, all Applicable
Withholding Taxes with respect to the Award. Until the Applicable Withholding
Taxes have been paid or arrangements satisfactory to the Company have been
made, no stock certificates shall be issued to the Participant. As an
alternative to making a cash payment to the Company to satisfy Applicable
Withholding Tax obligations, the Committee may establish procedures permitting
the Participant to elect to (a) deliver shares of already owned Company Stock
or (b) have the Company retain that number of shares of Company Stock that
would satisfy all or a specified portion of the Applicable Withholding Taxes.
Any such election shall be made only in accordance with procedures established
by the Committee and, in the case of an Insider, in accordance with Rule 16b-3.
8. Termination, Modification, Change. If not sooner terminated by the
Board, this Plan shall terminate at the close of business on June 30, 2006.
No Awards shall be made under the Plan after its termination. The Board may
terminate the Plan or may amend the Plan in such respects as it shall deem
advisable; provided, that, if and to the extent required by Rule 16b-3, no
change shall be made that increases the total number of shares of Company Stock
reserved for issuance pursuant to Awards granted under the Plan, expands the
class of persons eligible to receive Awards, or materially increases the
benefits accruing to Participants under the Plan, unless such change is
authorized by the shareholders of the Company. Notwithstanding the foregoing,
the Board may unilaterally amend the Plan and Awards as it deems appropriate
to ensure compliance with Rule 16b-3 and to cause Incentive Stock Options to
meet the requirements of the Code and regulations thereunder. Except as
provided in the preceding sentence, a termination or amendment of the Plan
shall not, without the consent of the Participant, adversely affect a
Participant's rights under an Award previously granted to him.
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9. Change in Capital Structure.
(a) Adjustments to Capital Structure.
In the event of a stock dividend, stock split or combination of shares,
spin-off, reclassification, recapitalization, merger or other change in the
Company's capital stock (including, but not limited to, the creation or
issuance to shareholders generally of rights, options or warrants for the
purchase of common stock or preferred stock of the Company), the number and
kind of shares of stock or securities of the Company to be issued under the
Plan (under outstanding Awards and Awards to be granted in the future), the
exercise price of Options, and other relevant provisions shall be
appropriately adjusted by the Committee, whose determination shall be binding
on all persons. If the adjustment would produce fractional shares with respect
to any Award, the Committee may adjust appropriately the number of shares
covered by the Award so as to eliminate the fractional shares.
(b) Change of Control.
If a Change of Control or Corporate Change occurs, the Committee may take
such actions with respect to outstanding Awards as the Committee deems
appropriate. These actions may include, but shall not be limited to,
accelerating the vesting and expiration dates of Options. The effectiveness of
such acceleration or release of restrictions shall be conditioned upon the
consummation of the applicable Change of Control or Corporate Change.
10. Administration of the Plan.
(a)Disinterested Persons on Committee.
The Plan shall be administered by a Committee consisting of two or more
outside directors of the Company, who shall be appointed by the Board. The
Board may designate the Compensation Committee of the Board to be the Committee
for purposes of the Plan. If and to the extent required by Rule 16b-3 of the
Act, all members of the Committee shall be "disinterested persons" as that term
is defined in Rule 16b-3. If any member of the Committee fails to qualify as a
"disinterested person," such person shall immediately cease to be a member of
the Committee and shall not take part in future Committee deliberations.
Committee members may resign at any time by delivering written notice to the
Board. Vacancies in the Committee shall be filled by the Board.
(b) Conditions of Option Grants.
The Committee shall have the authority to impose such limitations or
conditions upon an Award as the Committee deems appropriate to achieve the
objectives of the Award and the Plan. Without limiting the foregoing and in
addition to the powers set forth elsewhere in the Plan, the Committee shall
have the power and complete discretion to determine (i) which eligible
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employees shall receive an Award and the nature of the Award; (ii) the number
of shares of Company Stock to be covered by each Award; (iii) the Fair Market
Value of Company Stock; (iv) the time or times when an Award shall be granted;
(v) whether an Award shall become vested over a period of time, according to a
performance-based vesting schedule or otherwise, and when it shall be fully
vested; (vi) whether a Change of Control or Corporate Change exists; (vii) the
performance criteria and other factors relevant to the acceleration of vesting
dates for such Options; (viii) when Options may be exercised; (ix) whether to
approve a Participant's election with respect to Applicable Withholding Taxes;
(x) conditions relating to the length of time before disposition of Company
Stock received in connection with an Award is permitted; (xi) notice provisions
relating to the sale of Company Stock acquired under the Plan; and (xii) any
additional requirements relating to Awards that the Committee deems
appropriate.
(c) Technical Amendments.
The Committee shall have the power to correct any defect, supply any
omission or reconcile any inconsistency in the Plan of a procedural nature in
such manner and to such extent as it shall deem advisable to maintain the Plan
in the manner intended; but it shall have no power to add to, subtract from or
modify any of the substantive terms of the Plan, change or add to any benefits
provided hereby, or waive or fail to apply any requirements existing as a
condition precedent to the actual award of such benefits.
(d) Plan Regulations.
The Committee may adopt rules and regulations for carrying out the Plan.
The Committee shall have the express discretionary authority to construe and
interpret the Plan and the Award agreements, to resolve any ambiguities, to
define any terms, and to make any other determinations required by the Plan or
an Award agreement. The interpretation and construction of any provisions of
the Plan or an Award agreement by the Committee in good faith shall be final
and conclusive. The Committee may consult with counsel, accountants, brokers,
or consultants who may be counsel to the Company, and shall not incur any
liability for any action taken in good faith in reliance upon the advice of
counsel.
(e) Committee Action.
A majority of the members of the Committee shall constitute a quorum, and
all actions of the Committee shall be taken by a majority of the members
present. Notwithstanding the preceding sentence, the Committee shall initially
have two members and any action taken by such members must be by unanimous
consent until such time as one or more additional members are appointed to the
committee. Any action may be taken by a written instrument signed by, all of
the members, by vote at a telephonic or other meeting or by memorandum or other
written instrument signed by the Committee members and any action so taken
shall be fully effective as if it had been taken at a meeting.
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(f) Compensation of Committee Members.
The members of the Committee shall receive no special compensation as a
result of the rendition of their services to the Plan, but shall be entitled
to receive reimbursement for any reasonable expenses actually incurred in
administering the Plan, as long as the same are substantiated in such manner as
the Board may require. All such expenses as authorized by the Board shall be
paid by the Company. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or the Options, and all members of the Committee shall be fully
protected by the Company in respect of any such action, determination or
interpretation.
(g) Participant Information.
The Company shall furnish to the Committee in writing such information as
the Committee may request in the exercise of its powers and duties in the
administration of the Plan, which information may include, but shall not be
limited to, the name of each employee of the Company and his or her date of
birth, employment, and, if known, probable termination of service.
11. Miscellaneous Provisions.
(a) Interpretation.
The terms of this Plan and Awards granted pursuant to the Plan are subject
to all present and future regulations and rulings of the Secretary of the
Treasury or his delegate relating to the qualification of Incentive Stock
Options under the Code and they are subject to all present and future rulings
of the Securities Exchange Commission with respect to Rule 16b-3. If any
provision of the Plan or an Award conflicts with any such regulation or ruling,
to the extent applicable, the Committee shall cause the Plan to be amended, and
shall modify the Award, so as to comply, or if for any reason amendments cannot
be made, that provision of the Plan and/or the Award shall be void and of no
effect.
(b) Tax Withholding.
The Company shall have the right to deduct from any payment or settlement
under the Plan, including, without limitation, the exercise of any stock
option, or the delivery of any Shares, any federal, state, local or other taxes
of any kind which the Committee, in its sole discretion, deems necessary to be
withheld to comply with the Code and/or any other applicable law, rule or
regulation. In addition, in the event that the optionholder disposes of any
Shares within the two year period following the grant, or within the one year
period following exercise of an incentive stock option (each a "Disqualifying
Disposition"), the Company shall have the right to require the optionholder to
remit to the Company an amount sufficient to satisfy all federal, state, and
local withholding tax requirements as a condition to registering the transfer
of such Shares on its books. If the Committee, in its sole discretion, permits
Shares of the Company's common stock to be used to satisfy any such tax
withholding, such Shares shall be valued based on the fair market value of such
Shares as of the date the tax withholding is required to be made, as determined
by the Committee.
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(c) No Right to Employment.
Neither the adoption of the Plan, the granting of any option, nor the
execution of any option agreement, shall confer upon any employee of the
Company any right to continued employment with the Company, as the case may be,
nor shall it interfere in any way with the right, if any, of the Company to
terminate the employment of any employee at any time for any reason.
(d) Unfunded Plan.
The Plan shall be unfunded and the Company shall not be required to
segregate any assets in connection with any options awarded under the Plan.
Any liability of the Company to any person with respect to any options awarded
under the Plan shall be based solely upon the contractual obligations that may
be created as a result of the Plan or any such award or agreement. No such
obligation of the Company shall be deemed to be secured by any pledge of,
encumbrance on, or other interest in, any property or asset of the Company.
Nothing contained in the Plan or any option agreement shall be construed as
creating in respect of any Participant (or beneficiary thereof or any other
person) any equity or other interest of any kind in any assets of the Company
or creating a trust of any kind or a fiduciary relationship of any kind between
the Company, and/or any such Participant, any beneficiary or any other person.
(e) Fringe Benefit and Compensation Programs.
Payments and other benefits received by a Participant under an option
agreement made pursuant to the Plan shall not be deemed a part of a
optionholder's compensation for purposes of the determination of benefits under
any other employee welfare or benefit plans or arrangements, if any, provided
by the Company unless expressly provided in such other plans or arrangements,
or except where the Committee expressly determines in writing that inclusion of
any option or portion of an option should be included to accurately reflect
competitive compensation practices or to recognize that any option has been
made in lieu of a portion of a competitive annual base salary or other cash
compensation. Options granted under the Plan may be made in addition to, in
combination with, or as alternatives to, grants, awards or payments under any
other plans or arrangements of the Company. The existence of the Plan
notwithstanding, the Company may adopt such other compensation plans or
programs and additional compensation arrangements as it deems necessary to
attract, retain and motivate its employees.
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(f) Other Legal Compliance.
The Committee may require, as a condition of any payment or share
issuance, that certain agreements, undertakings, representations, certificates
and/or information, as the Committee may deem necessary or advisable, be
executed or provided to the Company to assure compliance with all such
applicable laws or regulations. Any certificate for Shares delivered under the
Plan may be subject to such stock-transfer orders and such other restrictions
as the Committee may deem advisable under the rules, regulations, or other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Shares are then listed, and any applicable federal or state
securities law. The Committee may cause a legend or legends to be put on any
such share certificates to make appropriate reference to such restrictions.
If at any time and from time to time the Committee determines, in its sole
discretion, that the listing, registration or qualification of any option, or
any Shares or property covered by or subject to such option, upon any
securities exchange or under any foreign, federal, state or local securities or
other law, rule or regulation is necessary or desirable as a condition to or in
connection with the granting or such option or the issuance or delivery of
Shares or otherwise, no such award may be exercised, or paid in Shares or other
property, unless such listing, registration or qualification shall have been
effected free of any conditions that are not acceptable to the Committee.
(g) Registration of Shares.
The Committee may determine, in its sole discretion, that the registration
or qualification under any federal or state law of any Shares to be granted
pursuant to the Plan (whether to permit the grant of stock options or the
resale or other disposition of any such Shares by or on behalf of the key
employees receiving such Shares) may be necessary or desirable and, in any such
event, if the Committee so determines, delivery of the certificates of the
Shares shall not be made until such registration or qualification shall have
been completed. In that connection, the Company agrees that it will use its
best efforts to effect such registration or qualification when it deems such
action to be in the best interests of the Company, provided, however, that
the Company shall not be required to use its best efforts to effect such
registration under the Securities Act, as amended, other than to file a Form
S-8, as presently in effect, or other such forms as may be in effect from time
to time.
(h) Compliance with the Exchange Act.
All transactions under this Plan that involve persons subject to Section
16 of the Exchange Act are intended to comply with all applicable conditions
of Rule 16b-3 or its successors under the Exchange Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall
be deemed null and void to the extend permitted by law and deemed advisable by
the Committee.
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(i) Leaves of Absence/Transfers.
The Committee shall have the power to promulgate rules and regulations and
to make determinations, as it deems appropriate, under the Plan in respect of
any leave of absence from the Company granted to an optionholder. Without
limiting the generality of the foregoing, the Committee may determine whether
any such leave of absence shall be treated as if the optionholder has
terminated employment with the Company.
(j) No Assignment of Benefits.
No option grant or other benefit payable under this Plan shall, except as
otherwise specifically provided by this Plan or by law, be transferable in any
manner other than by will or the laws of descent and distribution, and any
attempt to transfer any such benefit shall be void. All benefits payable
under this Plan shall not in any manner be subject to the debts, contracts,
liabilities, engagements, or torts of any person who shall be entitled to such
benefit, nor shall it be subject to attachment or legal process for or against
such person.
(k) Notices.
Every direction, revocation or notice authorized or required by the Plan
shall be deemed delivered to the Company (i) on the date it is personally
delivered to the Secretary of the Company at its principal executive offices
or (ii) three business days after it is sent by registered or certified mail,
postage prepaid, addressed to the Secretary at such offices, and shall be
deemed delivered to an optionee (i) on the date it is personally delivered to
him or her or (ii) three business days after it is sent by registered or
certified mail, postage prepaid, addressed to him or her at the last address
shown for him or her on the records of the Company.
(l) Governing Law.
The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Florida, without regard
to principles of conflict of laws. Any titles and headings herein are for
reference purposes only, and shall in no way limit, define or otherwise affect
the meaning, construction or interpretation of any provisions of the Plan.
Dated: July 1, 1996
Technology Research Corporation
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