Exhibit 10.10
HARDING LAWSON ASSOCIATES GROUP, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION STOCK PLAN
Section 1. Purpose
This Non-employee Director Compensation Stock Plan (the "Plan") is
intended to encourage stock ownership by Non-employee Directors of Harding
Lawson Associates Group, Inc., a Delaware corporation (the "Company") so that
they may increase their proprietary interest in the success of the Company. The
Non-employee Directors may be issued shares of the common stock of the Company
("Shares") in lieu of cash compensation as part of their annual compensation and
they may choose, at their discretion, to receive all, or any portion of the
balance of their Director's Compensation in the form of Shares. In this way, the
Company will be assisted in its efforts to attract and retain highly qualified
independent directors and to further align the directors' interest with that of
the Company's stockholders.
Section 2. Administration
The Plan shall be administered by the Company through the Salary
Deferral Committee (the "Committee") which is appointed by the Board of
Directors, or such other committee as may be specified by the Company and whose
membership shall be appointed or ratified by the Board of Directors.
Section 3. Participation in the Plan
(a) Participation in the Plan shall be limited to Non-employee
Directors of the Company.
(b) No member of the Board of Directors who is also an officer or
employee of the Company shall be eligible to participate in
the Plan.
Section 4. Common Stock Subject to the Plan
(a) The maximum number of Shares that may be issued pursuant to the
Plan shall be Two Hundred Thousand (200,000). Such Shares shall be reserved for
this purpose. The limitation on the number of Shares which may be issued under
the Plan shall be subject to adjustment as provided in Section 4(b), below. The
Shares to be issued pursuant to the Plan may be unissued shares or treasury
shares. Notwithstanding anything to the contrary contained herein, no more than
Twenty-five Thousand (25,000) Shares may be issued pursuant to the Plan unless
and until the Plan has been approved by the affirmative vote of the holders of a
majority of the shares of the common stock of the Company present in person or
by proxy and entitled to vote at a duly held meeting of shareholders.
(b) In the event of any merger, consolidation, reorganization, stock
dividend, stock split, or other change in corporate structure or capitalization
affecting the Company, the Board of Directors shall make such adjustments as
shall be just and equitable in the number and kind of Shares to be issued under
the Plan (including the aggregate number of Shares which may be issued under the
Plan).
Section 5. Elections; Delivery of Shares
(a) Each Non-employee Director may elect, in such person's sole
discretion, to receive in the form of Shares rather than in cash all or any
portion of any compensation that would otherwise be payable in cash to such
person for services as a director of the Company. To make such an election with
respect to any calendar year, a Non-employee Director shall provide written
notice of election to the Company in the month of December of the preceding
year. Such notice shall designate the amount of compensation which the
Non-employee Director elects to receive in Shares ("Designated Compensation").
(b) Any Shares issuable with respect to Designated Compensation shall
be issued to the Non-employee Director during the first month of the calendar
quarter in which the Payment Date, as defined below, occurs, or at such other
time as the Board of Directors may specify and approve. Notwithstanding the
preceding sentence, Non-employee Directors may elect to defer their receipt of
Shares pursuant to the terms of the Company's Non-qualified Deferred
Compensation Plan (the "Deferred Compensation Plan"), and, in the event of such
an election, the Shares will be issued in accordance with the terms of the
Deferred Compensation Plan. "Payment Date" with respect to any Designated
Compensation means the day on which the Designated Compensation would have been
paid assuming that the recipient had not elected either to receive the
compensation in Shares or to defer receipt of the compensation pursuant to the
Deferred Compensation Plan.
(c) The number of Shares to be issued with respect to any Designated
Compensation shall be calculated by dividing the amount of the Designated
Compensation by the Fair Market Value of a Share. The Fair Market Value of a
Share shall be deemed to equal the closing price of the Shares on the business
day preceding the day the Shares are issued, as reported by the Nasdaq Stock
Market. If no trades took place on the business day preceding the day the Shares
are issued, the Fair Market Value of a Share shall be deemed to equal the
closing price on the latest preceding day that the Shares traded.
Section 6. Securities Law Considerations
Neither the Plan nor the Company shall be obligated to issue any Shares
pursuant to the Plan at any time unless and until all applicable requirements
imposed by any federal and state securities and other laws, rules and
regulations, by any regulatory agencies, or by any stock exchange upon which the
common stock may be listed, have been fully met. As a condition precedent to any
issuance of Shares and delivery of certificates or proof of electronic
transmission evidencing such shares pursuant to the Plan, the Committee may
require Non-employee Directors to take any such action and to make any such
representation as the Committee or the Board of Directors in its discretion
deems necessary or advisable to insure compliance with such requirements.
Non-employee Directors are responsible for complying with all applicable federal
and state securities and other laws, rules and regulations in connection with
any offer, sale or other transfer by them of any Shares issued pursuant to the
Plan or any interest therein.
Section 7. Amendment
The Board of Directors may suspend or discontinue the Plan or revise or
amend it in any respect whatsoever; provided, however, that without approval of
the shareholders no revision or amendment shall change the number of Shares
subject to the Plan (except as provided in Section 4(b)), change the designation
of the class of persons eligible to receive Shares, or materially increase the
benefits accruing to participants under the Plan.
Section 8. Withholding Taxes
All taxes, if any, required to be withheld and payable with respect to
the issuance of Shares will be deducted from the Non-employee Director's
compensation. If at any time such amounts are not adequate to cover taxes
required to be withheld, the participant shall make adequate and timely
arrangement with the Company for the payment of the excess as a condition of
such award.
Section 9. Effectiveness of the Plan
The Plan shall become effective on the date the Board of Directors of
the Company approve the Plan. The Plan will terminate ten (10) years after the
effective date unless sooner terminated by the Board.
Date Plan approved by Board: April 27, 1997