EXHIBIT 10.10
SANDATA, INC.
2000 RESTRICTED STOCK GRANT PLAN
1. Purpose. The Sandata, Inc. 2000 Restricted Stock Grant Plan (the "Plan")
is intended to advance the interests of Sandata, Inc., a Delaware corporation
(the "Company"), by encouraging and enabling eligible employees, non-employee
Directors, consultants and advisors, upon whose judgment, initiative and effort
the Company is largely dependent for the successful conduct of its business, to
acquire and retain a proprietary interest in the Company by ownership of its
stock.
2. Definitions. For purposes of the Plan, the following terms shall have
the indicated meanings unless the context clearly indicates otherwise:
"Board" means the Board of Directors of the Company.
"Cause" means termination of the Participant's employment or consulting or
advisory relationship by the Company because of (A) conviction of, or a plea of
nolo contendere to, a felony, or another serious crime which results or is
likely to result in material injury to the Company; (B) breach of fiduciary duty
involving personal profit; (C) continued and habitual neglect to perform
material stated duties; or (D) material breach of any provision of any
employment, consulting or advisory agreement between the Participant and the
Company or any subsidiary thereof.
"CEO" means the Chief Executive Officer of the Company as of the Initial
Adoption Date.
"Chairman" means the Chairman of the Board as of the Initial Adoption Date.
"Code" means the Internal Revenue Code of 1986, as it may be amended from
time to time.
"Committee" means the committee designated in Section 3 below to administer
the Plan.
"Common Stock" means the Company's Common Stock, par value $.001 per share.
"Change in Control" of the Company shall be deemed to have occurred (A)
when either the CEO or Chairman is either removed as a director or not nominated
by the Board for re-election as a director of the Company; or (B) when any
nominee for election as a director of the Company contained in the Company's
Proxy Statement sent to shareholders in connection with the Board's solicitation
of proxies to be voted at any annual meeting of shareholders is not so elected
by the shareholders, except where the person elected instead of the nominee is
acceptable to the CEO and Chairman; or (C) upon any person or entity gaining
ownership, directly or indirectly, of securities that, in the aggregate,
represent more than thirty-five percent (35%) of the voting power of the
Company's outstanding securities (whether or not such securities are in fact
voted); or (D) upon the sale or disposition of fifty percent (50%) or more of
the voting securities of any of the Company's subsidiaries or all or
substantially all of the assets of any such subsidiary, except where such sale
or disposition was approved by the CEO; or (E) upon the termination of
employment by the Company other than for Cause, or the Resignation for Good
Reason of, the CEO or Chairman.
"Exchange Act" means the Securities Exchange Act of 1934, as it may be
amended from time to time.
"Grant" means a grant of Shares, whether or not restricted, pursuant to a
written instrument that awards Shares to a Participant pursuant to the Plan.
"Initial Adoption Date" means September 1, 2000.
"Parent" means a parent corporation of the Company as defined in section
424(e) of the Code.
"Participants" means the employees and non-employee Directors of, or
consultants and advisors to, either the Company or any Parent or Subsidiary
corporation of the Company; provided, however, the term "Participants" shall not
include any such consultant or advisor unless (i) the consultant or advisor is a
natural person (or an entity wholly-owned by the consultant or advisor), (ii)
bona fide services have been or are to be rendered by such consultant or advisor
and (iii) such services are not in connection with the offer or sale of
securities in a capital raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities. For purposes hereof,
a non-employee to whom an offer of employment has been extended shall be
considered an employee.
"Permanent Disability" means such mental or physical illness or incapacity
as shall result in the Participant being unable to render services to the
Company, its Parents or its Subsidiaries for a continuous period of twelve (12)
months.
"Plan" means this Sandata, Inc. 2000 Restricted Stock Grant Plan.
"Resignation for Good Reason" means a resignation of employment or
consulting or advisory services following the failure by the Company to comply
with any material provision of any employment, consulting or advisory agreement
with the Company or any subsidiary thereof, which failure was not cured with
thirty (30) days after a notice of noncompliance was given by the employee,
consultant or advisor to the Company.
"Shares" means shares of Common Stock which are granted to a Participant
pursuant to a Grant under the Plan.
"Standard Restrictions" means those restrictions set forth in Section 8(b)
hereof.
"Subsidiary" means a subsidiary corporation of the Company, as defined in
Section 424(f) of the Code.
3. Administration of the Plan. The Plan shall be administered by the Board
or a committee (the "Committee") composed of not less than one (1) person. The
Committee shall report all action taken by it to the Board which shall review
and ratify or approve those actions which are required by law to be so reviewed
and ratified or approved by the Board. The Board or the Committee shall have
full and final authority in its discretion, subject to the provisions of the
Plan, (a) to determine the Participants, the time or times at which Grants shall
be made and the number of Shares so granted; (b) to construe and interpret the
Plan; (c) to determine the terms, restrictions and provisions of the respective
Grants, which need not be identical, including, but without limitation,
restrictions on Shares granted and the amount and terms of the purchase price,
if any, of Shares granted; and (d) to make all other determinations and take all
other actions deemed necessary or advisable for the proper administration of the
Plan. All such actions and determinations shall be conclusively binding for all
purposes and upon all persons.
4. Number of Shares Subject to the Plan. The total number of Shares
available for Grants under the Plan may not exceed in the aggregate 700,000,
subject to adjustment upon occurrence of any of the events indicated in Section
6 hereof. The Board may, from time to time, increase the number of Shares
available for grant under the Plan. The Shares to be delivered under the Grants
may consist, in whole or in part, of authorized but unissued Common Stock or
treasury Common Stock not reserved for any other purpose.
5. Lapsed Grants. If a Grant, or any portion thereof, is forfeited for any
reason, any Shares forfeited shall be available again for the making of a later
Grant hereunder.
6. Adjustment in Capitalization. In the event of any change in the
outstanding shares of Common Stock that occurs after the Initial Adoption Date
by reason of a stock dividend, stock split, reorganization, reclassification,
recapitalization, merger, consolidation, combination, exchange of shares, or
other similar change, then the aggregate number and class of shares or other
securities that may be issued or transferred pursuant to the Plan, and the
provisions, terms and conditions of each outstanding Grant affected thereby,
shall be adjusted appropriately by the Board or the Committee, whose
determination shall be conclusive.
7. Eligibility and Participation. The Board of Directors or the Committee,
in its sole discretion, but subject to the provisions of the Plan, shall
determine the Participants to whom Grants shall be granted, and the number of
shares to be covered by each Grant, taking into account the nature of the
employment or services rendered by the individuals or entities being considered,
their annual compensation, their present and potential contributions to the
success of the Company, and such other factors as the Board of Directors or the
Committee may deem relevant.
8. Grants of Restricted Stock.
(a) Grant of Restricted Stock. Subject to the provisions of Section 7,
the Board or the Committee, at any time and from time to time, may make
Grants to such Participants and in such amounts as it shall determine. Each
Grant shall be made pursuant to a written instrument which must be executed
by the grantee in order to be effective.
(b) Standard Restrictions. In addition to any other applicable
provisions hereof and except as may otherwise be specifically provided in a
Grant, the following restrictions in this Section 8(b) (the "Standard
Restrictions") shall apply to Grants made by the Board or the Committee:
(i) No Shares granted pursuant to a Grant may be sold,
transferred, pledged, assigned or otherwise alienated or
hypothecated until, and to the extent that, such Shares are
vested.
(ii) Shares granted pursuant to a Grant are non-vested at the
time the Grant is made, but shall, unless earlier forfeited
hereunder, vest according to the following vesting schedule:
Vested Percentage
Vesting Dates of Shares Granted
One (1) year from the date of Grant 14%
Two (2) years from the date of Grant 28%
Three (3) years from the date of Grant 42%
Four (4) years from the date of Grant 56%
Five (5) years from the date of Grant 70%
Six (6) years from the date of Grant 84%
Seven (7) years from the date of Grant 100%
The foregoing notwithstanding (but subject to the
provisions of (iii) hereof and subject to the discretion of
the Board or the Committee), a Participant shall forfeit all
Shares not previously vested, if any, at such time as the
Participant is no longer employed by, or rendering
consulting or advisory services to, the Company or a Parent
or Subsidiary. All forfeited Shares shall be returned to the
Company.
(iii)Notwithstanding any other provision of this Section 8(b) to
the contrary, a Participant who has not previously forfeited
any non-vested Shares that are granted pursuant to a Grant,
shall automatically have such non-vested Shares vest upon
the earlier of (a) the effective date of a Change in
Control, (b) the termination by the Company of the
Participant's employment with, or consulting or advisory
services to, the Company and all Parents and Subsidiaries
other than for Cause, (c) the Resignation for Good Reason by
the Participant, and (d) the Participant's death or
Permanent Disability.
(c) Other Restrictions. Notwithstanding the Standard Restrictions of
Section 8(b) above, the Board or the Committee may impose such other or
different restrictions on any Shares granted as it may deem advisable
including, without limitation, restrictions relating to length of service,
corporate performance, attainment of individual or group performance
objectives, and federal or state securities laws, and may legend the
certificates representing restricted Shares to give appropriate notice of
such restrictions. Any such other or different restrictions shall be
specifically set forth in the Grant instrument.
(d) Holding of Restricted Shares. Certificates representing Shares
granted that are subject to restrictions shall be held by the Company or,
if the Board or the Committee so specifies, deposited with a third-party
custodian or trustee until lapse of all restrictions on the Shares. After
such lapse, certificates for such Shares (or the vested percentage of such
Shares) shall be delivered by the Company to the Participant who received
the grant of such Shares; provided, however, that the Company need not
issue fractional Shares.
(e) Rights in Restricted Shares. During any applicable period of
restriction, a Participant who has been granted Shares hereunder shall be
the record owner thereof and shall be entitled to vote such Shares and
receive all dividends and other distributions paid with respect to such
Shares while they are so restricted. However, if any such dividends or
distributions are paid in shares of Company stock during an applicable
period of restriction, the shares received shall be subject to the same
restrictions as the Shares with respect to which they were issued.
Moreover, the Board or the Committee may provide in each Grant such other
restrictions, terms and conditions as it may deem advisable with respect to
the treatment and holding of any stock, cash or property that is received
in exchange for restricted Shares.
(f) Conflicting Provisions. In case of any conflict between the
provisions of this Plan and the provisions of a Grant, the provisions of
this Plan shall control.
9. Conditions to Grants. The making of any Grant and the issuance of any
Shares to a Participant shall be subject to the condition that, if at any time
the Company shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the listing,
registration, or qualification of any Shares otherwise deliverable hereunder
upon any securities exchange or under any state or federal law, or that the
consent or approval of any regulatory body, is necessary or desirable as a
condition of, or in connection with, the delivery or purchase of Shares pursuant
hereto, then in any such event, such Grant or such issuance of Shares shall not
be effective unless such withholding, listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Company.
10. Amendment, Suspension, and Termination of Plan. The Board may at any
time suspend or terminate the Plan or any portion thereof or may amend it from
time to time in such respects as the Board may deem advisable in order that the
Grants granted hereunder may conform to any change in the law or in any other
respects which the Board may deem to be in the best interests of the Company. No
Grants may be made during any suspension or after the termination of the Plan.
Except as provided in the Plan, no amendment, suspension, or termination of the
Plan shall, without the Participant's consent, alter or impair any of the rights
or obligations under any Grant theretofore granted to such Participant under the
Plan.
11. Tax Withholding. The Board or the Committee may, in its sole
discretion, (a) require a Participant to remit to the Company a cash amount
sufficient to satisfy, in whole or in part, any federal, state and local
withholding tax requirements prior to the delivery of any certificate for vested
Shares pursuant to a Grant hereunder; (b) require a Participant to satisfy, in
whole or in part, any such withholding tax requirements by having the Company,
upon any delivery of vested Shares, withhold from such Shares that number of
full Shares having a fair market value equal to the amount or portion of the
amount required or permitted to be withheld; or (c) satisfy such withholding
requirements through another lawful method.
12. Code Section 83(b) Elections. Each Participant making an election
pursuant to Section 83(b) of the Code shall, upon the making of such election,
promptly provide a copy of such election to the Company.
13. Employment. Nothing in this Plan shall interfere with or limit in any
way the right of the Company or any Parent or Subsidiary to terminate any
Participant's employment or consulting or advisory arrangement at any time, nor
confer upon any Participant any right to continue in the employ of, or render
consulting or advisory services to, the Company or any Parent or Subsidiary.
14. Effective Date of the Plan. The effective date of the Plan is September
1, 2000, the date of its adoption by the Board.
15. Term. No Grants may be made under the Plan after September 1, 2010. The
provisions of the Plan shall, however, continue to apply as to any Grants made
prior to such date.
Dated: September 1, 2000