AMCOL INTERNATIONAL CORPORATION
1993 STOCK PLAN
(As Amended and Restated
as of May 9, 1995)
1. Preamble
American Colloid Company, now known as AMCOL International
Corporation, previously established the American Colloid Company 1993 Stock
Plan. The following is an amendment and restatement of the Plan. The Plan is
established as a means whereby the Company may, through awards of (i) incentive
stock options ("ISOs") within the meaning of Section 422 of the Code, (ii) stock
appreciation rights ("SARs"), (iii) nonqualified stock options ("NSOs"), (iv)
restricted stock ("Restricted Stock"), and (v) phantom stock ("Phantom Stock"):
(a) provide key employees who have substantial responsibility for the
direction and management of the Company with additional incentive to promote the
success of the Company's business;
(b) encourage such employees to remain in the employ of the Company;
and
(c) enable such employees to acquire proprietary interests in the
Company.
The provisions of this Plan do not apply to or affect any option,
stock, stock appreciation right, restricted stock or phantom stock heretofore or
hereafter granted under any other stock plan of the Company, and all such
options, stock, stock appreciation right, restricted stock or phantom stock
continue to be governed by and subject to the applicable provisions of the plan
under which they were granted.
2. Definitions
2.01 "Award" means the grant of Options, SARs, Phantom Stock and/or
Restricted Stock to a Participant.
2.02 "Award Date" means the date upon which an Option, SAR, Restricted
Stock or Phantom Stock is awarded to a Participant under the Plan.
2.03 "Board" or "Board of Directors" means the board of directors of the
Company.
2.04 "Code" means the Internal Revenue Code of 1986, as it exists now and
as it may be amended from time to time.
2.05 "Committee" means two or more individuals selected by the Board of
Directors. Each member of the Committee shall not have at any time within one
year prior thereto, or at any time during such member's term of service on the
Committee, received or been eligible to receive any stock options, stock
appreciation rights, phantom stock or allocations of any equity securities under
the Plan or any other plan maintained by the Company or any of its affiliates,
except as permitted pursuant to the provisions of Rule 16b-3(c)(2)(i) of the
Securities and Exchange Commission or any successor rule thereof. Once
appointed, the Committee shall continue to serve until otherwise directed by the
Board of Directors.
2.06 "Common Stock" means the common stock of the Company, par value $.01
per share.
2.07 "Company" means AMCOL International Corporation, a Delaware
corporation, and any successor thereto.
2.08 "Exchange Act" shall mean the Securities Exchange Act of 1934, as it
exists now or from time to time may hereafter be amended.
2.09 "Fair Market Value" means the closing sale price for Common Stock as
of the close of business on that day (as reported by the NASDAQ System).
2.10 "ISO" means incentive stock options within the meaning of Section 422
of the Code.
2.11 "NSO" means nonqualified stock options, which are not intended to
qualify under Section 422 of the Code.
2.12 "Option" means the right of a Participant, whether granted as an ISO
or an NSO, to purchase a specified number of shares of Common Stock, subject to
the terms and conditions of the Plan.
2.13 "Option Price" means the price per share of Common Stock at which an
Option may be exercised.
2.14 "Participant" means an individual to whom an Award has been granted
under the Plan.
2.15 "Phantom Stock" means hypothetical shares of Common Stock issued as
phantom stock under the Plan.
2.16 "Plan" means the AMCOL International Corporation 1993 Stock Plan, as
set forth herein and from time to time amended.
2.17 "Restricted Stock" means Common Stock awarded to a Participant
pursuant to this Plan and subject to the restrictions contained in Section 9 of
the Plan.
2.18 "SAR" means a stock appreciation right issued pursuant to Section 8
of the Plan.
2.19 Rules of Construction
2.19.1 Governing Law. The construction and operation of this Plan are
governed by the laws of the State of Illinois.
2.19.2 Undefined Terms. Unless the context requires another meaning, any
term not specifically defined in this Plan is used in the sense given to it by
the Code.
2.19.3 Headings. All headings in this Plan are for reference only and are
not to be utilized in construing the Plan.
2.19.4 Conformity with Section 422. The ISOs issued under this Plan are
intended to qualify as incentive stock options described in Section 422 of the
Code and all provisions of the Plan relating to the ISOs shall beconstrued in
conformity with this intention. The NSOs issued under this Plan are not intended
to qualify as incentive stock options described in Section 422 of the Code and
all provisions of the Plan relating to the NSOs shall be construed in conformity
with this intention.
2.19.5 Gender. Unless clearly inappropriate, all nouns of whatever gender
refer indifferently to persons or objects of any gender.
2.19.6 Singular and Plural. Unless clearly inappropriate, singular terms
refer also to the plural and vice versa.
2.19.7 Severability. If any provision of this Plan is determined to be
illegal or invalid for any reason, the remaining provisions are to continue in
full force and effect and to be construed and enforced as if the illegal or
invalid provision did not exist, unless the continuance of the Plan in such
circumstances is not consistent with its purposes.
3. Stock Subject to the Plan
Except as otherwise provided in Section 13, the aggregate number of shares
of Common Stock that may be issued under Options or as Restricted Stock through
this Plan may not exceed Four Hundred and Twenty Thousand (420,000) shares.
Reserved shares may be either authorized but unissued shares or treasury shares,
in the Board's discretion. If any Awards of Options and Restricted Stock
hereunder shall terminate or expire, as to any number of shares, new Options,
and Restricted Stock may thereafter be awarded with respect to such shares.
4. Administration
The Plan is administered by the Committee. In addition to any other powers
set forth in this Plan, the Committee has the following powers:
(a) to construe and interpret the Plan;
(b) to establish, amend and rescind appropriate rules and
regulations relating to the Plan;
(c) subject to the express provisions of the Plan, to select the
individuals who will receive Awards, the times when they will
receive them, the number of Options, Restricted Stock, Phantom
Stock and/or SARs to be subject to each Award, the vesting
schedule and the Option Price, payment terms, payment method,
and expiration date applicable to each Award;
(d) to contest on behalf of the Company or Participants, at the
expense of the Company, any ruling or decision on any matter
relating to the Plan or to any Awards;
(e) generally, to administer the Plan, and to take all such steps
and make all such determinations in connection with the Plan
and the Awards granted thereunder as it may deem necessary or
advisable;
(f) to determine the form in which payment of a SAR or a Phantom
Stock Award granted hereunder will be made (i.e., cash, Common
Stock or a combination thereof) or to approve a Participant's
election to receive cash in whole or in part in settlement of
the SAR or Phantom Stock Award; and
(g) to determine the form in which tax withholding under Section
16 of this Plan will be made (i.e., cash, Common Stock or a
combination thereof).
5. Eligible Employees
Subject to the provisions of the Plan, the Committee shall from time to
time select those key employees of the Company and any subsidiary or affiliate
of the Company who shall be designated as Participants and the number, if any,
of ISOs, SARs, Restricted Stock, Phantom Stock and NSOs, or any combination
thereof, to be awarded to each such Participant; provided, however, that no
ISOs, or SARs granted with respect to ISOs, shall be awarded under the Plan
after the expiration of the period of ten years from the date this Plan is
adopted by the Board.
6. Terms and Conditions of Incentive Stock Options
Each ISO agreement, in such form as is approved by the Committee, shall be
subject to the following express terms and conditions and to such other terms
and conditions, not inconsistent with the Plan, as the Committee may deem
appropriate:
(a) Option Period. Each ISO will expire as of the earliest of:
(i) the date on which it is forfeited under the
provisions of Section 12;
(ii) ten years (or five years as specified in paragraph
(d) below) from the Award Date;
(iii) three (3) months after the Participant's termination
of employment with the Company and its parent and subsidiaries for any reason
other than death;
(iv) twelve (12) months after the Participant's death; or
(v) any other date (within the limits of the Code)
specified by the Committee when the ISO is granted.
(b) Option Price. Subject to the provisions of paragraph (d) below,
the Option Price shall be determined by the Committee at the time an ISO is
granted, and shall not be less than the Fair Market Value of the Common Stock on
the Award Date.
(c) Other Option Provisions. The form of ISO authorized by the Plan
may contain such other provisions as the Committee may, from time to time,
determine; provided, however, that such other provisions may not be inconsistent
with any requirements imposed on incentive stock options under Code Section 422
and related Treasury regulations.
(d) Awards to Certain Stockholders. Notwithstanding paragraphs (a)
and (b) above, if an ISO is granted to a Participant who, immediately before the
grant of the ISO, owns stock representing more than 10 percent of the total
combined voting power of all classes of stock of the Company or its parent or
subsidiary corporations, the exercise period specified in the option agreement
for which the ISO thereunder is granted shall not exceed five years from the
Award Date, and the Option Price shall be at least 110 percent of the Fair
Market Value (as of the Award Date) of the stock subject to the ISO.
7. Terms and Conditions of Nonqualified Stock Options
Each NSO agreement, in such form as is approved by the Committee, shall be
subject to the following express terms and conditions and to such other terms
and conditions, not inconsistent with the Plan, as the Committee may deem
appropriate:
(a) Option Period. Each NSO will expire as of the earliest of:
(i) the date on which it is forfeited under the
provisions of Section 12;
(ii) three (3) months after the Participant's termination
of employment with the Company and its parent and subsidiaries for any reason
other than death;
(iii) twelve (12) months after the Participant's death; or
(iv) any other date specified by the Committee when the
NSO is granted.
(b) Option Price. At the time granted, the Board of Directors will
fix the Option Price, which will be no less than eighty-five percent (85%) of
the Fair Market Value of the shares subject to the NSO on the Award Date.
(c) Other Option Provisions. The form of NSO authorized by the Plan
may contain such other provisions as the Committee may from time to time
determine.
8. Terms and Conditions of Stock Appreciation Rights
The Committee may, in its discretion, grant an SAR to any Participant
under the Plan. Each SAR shall be evidenced by an agreement between the Company
and the Participant, and may relate to and be associated with all or any part of
a specific ISO or NSO. An SAR shall entitle the Participant to whom it is
granted the right, so long as such SAR is exercisable and subject to such
limitations as the Committee shall have imposed, to surrender any then
exercisable portion of his SAR and, if applicable, the related ISO or NSO, in
whole or in part, and receive from the Company in exchange, without any payment
of cash (except for applicable employee withholding taxes), that number of
shares of Common Stock having an aggregate Fair Market Value on the date of
surrender equal to the product of (i) the excess of the Fair Market Value of a
share of Common Stock on the date of surrender over the Fair Market Value of the
Common Stock on the date the SARs were issued, or, if the SARs are related to an
ISO or an NSO, the per share Option Price under such ISO or NSO on the Award
Date, and (ii) the number of shares of Common Stock subject to such SAR, and, if
applicable, the related ISO or NSO or portion thereof which is surrendered.
An SAR granted in conjunction with an ISO or NSO shall terminate on the
same date as the related ISO or NSO and shall be exercisable only if the Fair
Market Value of a share of Common Stock exceeds the Option Price for the related
ISO or NSO, and then shall be exercisable to the extent, and only to the extent,
that the related ISO or NSO is exercisable. The Committee may at the time of
granting any SAR add such additional conditions and limitations to the SAR as it
shall deem advisable, including, but not limited to, limitations on the period
or periods within which the SAR shall be exercisable and the maximum amount of
appreciation to be recognized with regard to such SAR. If a Participant is
subject to Section 16(a) and Section 16(b) of the Exchange Act, the Committee
may at any time add such additional conditions and limitations to such SAR
which, in its discretion, the Committee deems necessary or desirable to comply
with such Section 16(a) or Section 16(b) and the rules and regulations issued
thereunder, or to obtain any exemption therefrom. Any ISO or NSO or portion
thereof which is surrendered with an SAR shall no longer be exercisable. The
Committee, in its sole discretion, may allow the Company to settle all or part
of the Company's obligation arising out of the exercise of an SAR by the payment
of cash equal to the aggregate Fair Market Value of the shares of Common Stock
which the Company would otherwise be obligated to deliver.
9. Terms and Conditions of Restricted Stock Awards
All shares of Common Stock awarded to Participants under the Plan as
Restricted Stock shall be subject to the following express terms and conditions
and to such other terms and conditions, not inconsistent with the Plan, as the
Committee shall deem appropriate:
(a) Restricted Period. Shares of Restricted Stock awarded to
Participants may not be sold, assigned, transferred, pledged or otherwise
encumbered before they vest. Subject to the provisions of paragraphs (b) and (d)
below and any other restrictions imposed by law, any shares of Restricted Stock
that vest will be transferred, subject only to the restrictions set forth in
Section 20, to the Participant or, in the event of his death, to the beneficiary
or beneficiaries designated by writing filed by the Participant with the
Committee for such purpose or, if none, to his estate. Delivery of shares in
accordance with the preceding sentence shall be made within the thirty-day
period after they vest.
(b) Forfeitures. A Participant shall forfeit all unpaid accumulated
dividends and all shares of Restricted Stock which have not vested prior to the
date that his employment with the Company is terminated for any reason.
(c) Certificates Deposited With Company. Each certificate issued in
respect of shares of Restricted Stock awarded under the Plan shall be registered
in the name of the Participant and deposited with the Company. Each such
certificate shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) relating to Restricted Stock contained in the AMCOL International
Corporation 1993 Stock Plan and an Agreement entered into between the registered
owner and AMCOL International Corporation. Copies of such Plan and Agreement are
on file at the principal office of AMCOL International Corporation."
(d) Stockholder Rights. Subject to the foregoing restrictions, each
Participant shall have all the rights of a stockholder with respect to his
shares of Restricted Stock including, but not limited to, the right to vote and
to receive dividends on such shares.
10. Terms and Conditions of Phantom Stock
The Committee may, in its discretion, award Phantom Stock to any
Participant under the Plan. Each Award of Phantom Stock shall be evidenced by an
agreement between the Company and the Participant. An Award of Phantom Stock
shall entitle the Participant to whom it is awarded the right to elect, so long
as such Phantom Stock is vested and subject to such limitations as the Committee
shall have imposed, to surrender any then vested portion of the Phantom Stock,
in whole or in part, and receive from the Company in exchange for the Fair
Market Value of the Common Stock to which the surrendered Phantom Stock relates,
payable either in cash or in shares of Common Stock as the Committee may
determine. The Committee may at the time of awarding any Phantom Stock add such
additional conditions and limitations to the Phantom Stock as it shall deem
advisable, including, but not limited to, limitations on the period or periods
within which the Phantom Stock may be surrendered, and the maximum amount of
appreciation to be recognized with regard to such Phantom Stock.
11. Manner of Exercise of Options
To exercise an Option in whole or in part, a Participant (or, after his
death, his executor or administrator) must give written notice to the Committee,
stating the number of shares with respect to which he intends to exercise the
Option. The Company will issue the shares with respect to which the Option is
exercised upon payment in full of the Option Price. The Committee may permit the
Option Price to be paid in cash or shares of Common Stock held by the
Participant having an aggregate Fair Market Value, as determined on the date of
delivery, equal to the Option Price. The Committee may also permit the Option
Price to be paid by any other method permitted by law, including by delivery to
the Committee from the Participant of an election directing the Company to
withhold the number of shares of Common Stock from the Common Stock otherwise
due upon exercise of the Option having an aggregate Fair Market Value on that
date equal to the Option Price. If a Participant pays the Option Price with
shares of Common Stock which were received by the Participant upon exercise of
one or more ISOs, and such Common Stock has not been held by the Participant for
at least the greater of:
(a) two years from the date the ISOs were granted or
(b) one year after the transfer of the shares of Common Stock to the
Participant, the use of the shares shall constitute a disqualifying disposition
and the ISO underlying the shares used to pay the Option Price shall no longer
satisfy all of the requirements of Code Section 422.
12. Vesting
A Participant may not exercise an Option or surrender Phantom Stock or an
SAR until it has become vested. Similarly, no share of Restricted Stock may be
sold, transferred, reassigned, pledged or otherwise encumbered or disposed of
until it is vested. The portion of an Award of Options, SARs, Restricted Stock
and/or Phantom Stock that is vested depends upon the period that has elapsed
since the Award Date. The following schedule applies to any Award of Options,
SARs, Restricted Stock and Phantom Stock under this Plan unless the Committee
establishes a different vesting schedule on the Award Date:
Number of Years Since Award Date Vested Percentage
Fewer than two........................................ None
Two but fewer than three ............................. 40%
Three but fewer than four............................. 60%
Four but fewer than five.............................. 80%
Five or more.......................................... 100%
Notwithstanding anything herein to the contrary, however, all Awards will
become vested and exercisable upon the effective date of a "change in control"
and will remain exercisable during the thirty (30) days following the effective
date of the change in control. As used in this paragraph, the term "change in
control" means the change in the legal or beneficial ownership of fifty-one
percent (51%) of the outstanding shares of Common Stock of the Company within a
six-month period, other than by death or operation of law, or the sale of ninety
percent (90%) or more of the assets of the Company.
Regardless of the period elapsed since the Award Date, a Participant's
Awards become fully vested if his employment with the Company and its parent and
subsidiaries terminates for any of the following reasons:
(a) retirement on or after his sixty-fifth (65th) birthday;
(b) retirement on or after his fifty-fifth (55th) birthday with
consent of the Company;
(c) retirement at any age on account of total and permanent
disability as determined by the Company; or
(d) death.
If a Participant terminates employment with the Company for any reason, he
forfeits any Awards that are not yet vested. A transfer from the Company to a
subsidiary or affiliate, or vice versa, is not a termination of employment for
purposes of this Plan.
13. Adjustments to Reflect Changes in Capital Structure
If there is any change in the corporate structure or shares of the
Company, the Committee may make any adjustments necessary to prevent accretion,
or to protect against dilution, in the number and kind of shares authorized by
the Plan and, with respect to outstanding Awards, in the number and kind of
shares covered thereby and in the applicable Option Price. For the purpose of
this Section 13, a change in the corporate structure or shares of the Company
includes, without limitation, any change resulting from a recapitalization,
stock split, stock dividend, consolidation, rights offering, separation,
reorganization, or liquidation and any transaction in which shares of Common
Stock are changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or another corporation.
14. Nontransferability of Awards
Awards under the Plan are not transferable, voluntarily or involuntarily,
other than by will or by the laws of descent and distribution. During a
Participant's lifetime, his Options may be exercised only by him.
15. Rights as Stockholder
No Common Stock may be delivered upon the exercise of any Option until
full payment has been made. A Participant has no rights whatsoever as a
stockholder with respect to any shares covered by an Option until the date of
the issuance of a stock certificate for the shares.
16. Withholding Tax
The Company shall have the right to withhold in cash or shares of Common
Stock with respect to any payments made to Participants under the Plan any taxes
required by law to be withheld because of such payments.
17. No Right to Employment
Participation in the Plan will not give any Participant a right to be
retained as an employee of the Company or its parent or subsidiaries, or any
right or claim to any benefit under the Plan, unless the right or claim has
specifically accrued under the Plan.
18. Amendment of the Plan
The Board of Directors may from time to time amend or revise the terms of
this Plan in whole or in part and may, without limitation, adopt any amendment
deemed necessary; provided, however, that (a) no change in any Award previously
granted to a Participant may be made that would impair the rights of the
Participant without the Participant's consent, (b) no amendment may extend the
period in which a Participant may exercise an ISO beyond the period set forth in
Section 6(a)(ii), and (c) the Board of Directors may not, without approval by
the holders of a majority of the shares of the Company present at a stockholders
meeting, (i) change the aggregate number of shares that may be granted pursuant
to Options and Restricted Stock granted under the Plan (except in accordance
with the provisions of Section 13), (ii) change the class of eligible employees
who may receive Awards under the Plan, (iii) adopt any amendment affecting the
Option Price at which Options may be granted, or (iv) materially increase
benefits accruing to Participants under the Plan.
19. Stockholder Approval
Operation of the Plan shall be subject to approval by the stockholders of
the Company within twelve months before or after the date the Plan is adopted by
the Board of Directors in accordance with Rule 16b-3(b) of the Exchange Act. If
such stockholder approval is obtained at a duly held stockholders' meeting, it
may be obtained by the affirmative vote of the holders of a majority of the
shares of the Company present at the meeting or represented and entitled to vote
thereon. If and in the event that the Company registers any class of any equity
security pursuant to Section 12 of the Exchange Act, the approval of such
stockholders of the Company shall be solicited substantially in accordance with
Section 14(a) of the Exchange Act and the rules and regulations promulgated
thereunder, or (2) solicited after the Company has furnished in writing to the
holders entitled to vote substantially the same information concerning the Plan
as that which would be required by the rules and regulations in effect under
Section 14(e) of the Exchange Act at the time such information is furnished.
If such stockholder approval is obtained by written consent, it must be
obtained by the unanimous written consent of all stockholders of the Company.
20. Conditions Upon Issuance of Shares
An Option shall not be exercisable, a share of Common Stock shall not be
issued pursuant to the exercise of an Option, and Restricted Stock shall not be
awarded until such time as the Plan has been approved by the stockholders of the
Company and unless the award of Restricted Stock, exercise of such Option and
the issuance and delivery of such share pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the share of
Common Stock may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the share of Common Stock is being purchased only for investment
and without any present intention to sell or distribute such share if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.
21. Effective Date and Termination of Plan
21.01 Effective Date. This Plan is effective as of the later of the date
of its adoption by the Board of Directors, or the date it is approved by the
stockholders of the Company, pursuant to Section 19.
21.02 Termination of the Plan. The Board of Directors may terminate the
Plan at any time with respect to any shares that are not then subject to Options
or Restricted Stock. Termination of the Plan will not affect the rights and
obligations of any Participant with respect to Awards before termination.