GROUP TECHNOLOGIES CORPORATION
INDEPENDENT DIRECTORS' STOCK OPTION PLAN
ADOPTED ON OCTOBER 27, 1994
AMENDED AND RESTATED ON OCTOBER 29, 1996
1. PURPOSE. The purpose of the Group Technologies Corporation
Independent Directors' Stock Option Plan is to promote the interests of the
Company by affording an incentive to certain persons not affiliated with the
Company and its Subsidiaries to serve as a director of the Company in order to
bring additional expertise and business judgment to the Company through the
opportunity for stock ownership offered under this Plan.
2. DEFINITIONS.
A. BOARD. The word "Board" means the Company's Board of Directors.
B. CODE. The word "Code" means the Internal Revenue Code of 1986,
as amended.
C. COMMON STOCK. The term "Common Stock" means the Company's common
stock, $.01 par value, or the common stock or securities of a Successor that
have been substituted theretofore pursuant to Section 9 hereof.
D. COMPANY. The word "Company" means Group Technologies
Corporation, a Florida corporation, with its principal place of business at
10901 Malcolm McKinley Drive, Tampa, Florida 33612.
E. INDEPENDENT DIRECTOR. The term "Independent Director" means an
individual serving as a director on the Company's Board of Directors and who is
not otherwise employed by the Company or its Subsidiaries or an affiliate
thereof.
F. OPTION PRICE. The term "Option Price" means the price to be paid
for Common Stock upon the exercise of an option granted under the Plan, in
accordance with Section 7.B hereof.
G. OPTIONEE. The word "Optionee" means an Independent Director to
whom options have been granted under the Plan.
H. OPTIONEE REPRESENTATIVE. The term "Optionee Representative"
means the Optionee's estate or the person or persons entitled thereto by will or
by applicable laws of descent and distribution.
I. PLAN. The word "Plan" means the Group Technologies Corporation
Independent Directors' Stock Option Plan, as set forth herein, and as amended
from time to time.
J. PLAN COMMITTEE. The term "Plan Committee" means the committee
appointed by the Board to administer the Plan, pursuant to Section 4 hereof.
K. SUBSIDIARY. The word "Subsidiary" shall mean any corporation
word "Subsidiary" shall mean any corporation
Each of the Borrower, Metrum, GT Mexico Holding Company, GT Mexico, and GT
Brazil acknowledges and agrees that it is and shall remain liable for the
payment of all obligations to the full extent provided in the Metrum Guaranty,
the GT Mexico Holding Company Guaranty, the GT Mexico Guaranty and the GT Brazil
Guaranty, respectively, all as amended by this section 3.
4. NO OTHER MODIFICATIONS. Except as expressly amended or modified by
3. SHARES SUBJECT TO PLAN.
A. AUTHORIZED UNISSUED OR TREASURY SHARES. Subject to the
provisions of Section 9 hereof, the shares to be delivered upon exercise of
options granted under the Plan shall be made available, at the discretion of the
Board, from the authorized unissued shares or treasury shares of Common Stock.
B. AGGREGATE NUMBER OF SHARES. Subject to adjustments and
substitutions made pursuant to the provisions of Section 9 hereof, the aggregate
number of shares that may be issued upon exercise of all options that may be
granted under the Plan shall not exceed three hundred thousand (300,000) of the
Company's authorized shares of Common Stock.
C. SHARES SUBJECT TO EXPIRED OPTIONS. If any option granted under
the Plan expires or terminates for any reason without having been exercised in
full in accordance with the terms of the Plan, the shares of Common Stock
subject to, but not delivered under, such option shall become available for any
lawful corporate purpose, including for transfer pursuant to other options
granted to the same employee or other employees without decreasing the aggregate
number of shares of Common Stock that may be granted under the Plan.
4. ADMINISTRATION. The Plan shall be administered by the Board or, at
the discretion of the Board, by the Plan Committee, whose membership shall be
determined and reviewed from time to time by the Board. The Plan Committee
shall consist of not less than two (2) members of the Board. Jeffrey T. Gill
and Robert E. Gill shall serve as members of the Plan Committee until delivery
of their written resignation to the Board or until removal by the Board. Both
the Board and the Plan Committee shall have full power and authority to
construe, interpret, and administer the Plan and either the Board or the Plan
Committee may from time to time adopt such rules and regulations for carrying
out the Plan as it may deem proper and in the best interests of the Company.
5. GRANT OF OPTIONS. Subject to the terms, provisions and conditions of
the Plan, either the Board or the Plan Committee shall have full and final
authority in its discretion: (i) to select the Independent Directors to whom
options shall be granted; (ii) to determine the number of shares of Common Stock
subject to each option; (iii) to determine the time or times when options will
be granted, the manner in which each option shall be exercisable, and the
duration of the exercise period; (iv) to fix such other provisions of the option
agreement as it may deem necessary or desirable consistent with the terms of the
Plan; and (v) to determine all other questions relating to the administration of
the Plan. The interpretation of any provisions of the Plan by either the Board
or the Plan Committee shall be final, conclusive, and binding upon all persons
and the officers of the Company shall place into effect and shall cause the
Company to perform its obligations under the Plan in accordance with the
determinations of the Board or the Plan Committee in administering the Plan.
6. ELIGIBILITY. Independent Directors of the Company shall be eligible
to receive options under the Plan. No director of the Company who is also an
employee of the Company or a Subsidiary shall be entitled to receive an option
under the Plan. Independent Directors to whom options may be granted under the
Plan will be those elected by either the Board or the Plan Committee from time
to time who, in the sole discretion of the Board or the Plan Committee, have
contributed in the past or who may be expected to contribute materially in the
future to the successful performance of the Company and its Subsidiaries.
7. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan
shall be evidenced by an option agreement signed by the Optionee and by a member
of the Plan Committee on behalf of the Company. An option agreement shall
constitute a binding contract between the Company and the Optionee, and every
Optionee, upon acceptance of such option agreement, shall be bound by the terms
and restrictions of the Plan and of the option agreement. Such agreement shall
be subject to the following express terms and conditions and to such other terms
and conditions that are not inconsistent with the Plan and that either the Board
or the Plan Committee may deem appropriate.
A. OPTION PERIOD. Options granted under the Plan shall be
exercisable immediately and, if not exercised, shall lapse at the earliest of
the following times:
(i) ten (10) years from the date of grant; or
(ii) the date set by the grant and specified in the
applicable option agreement.
B. OPTION PRICE. The Option Price per share of Common Stock shall
be determined by either the Board or the Plan Committee at the time an option is
granted. The Option Price shall be not less than fair market value of the
Common Stock on the date the option is granted and shall be subject to
adjustments in accordance with the provisions of Section 9 hereof.
C. FAIR MARKET VALUE. The fair market value of the Common Stock on
any given measurement date shall be determined as follows:
(i) if the Common Stock is traded on the over-the-counter
market, the average of the closing bid and asked quotations
or the closing high bid quotation, whichever is available,
for the Common Stock in the over-the-counter market, as
reported by the National Association of Securities Dealers
Automated Quotation System on the business day immediately
preceding the measurement date; or
(ii) if the Common Stock is listed on a national securities
exchange, the average of the closing prices of the Common
Stock on the Composite Tape for the ten (10) consecutive
trading days immediately preceding the measurement date; or
(iii) if the Common Stock is neither traded on the over-the-
counter market nor listed on a national securities exchange,
such value as the Board or the Plan Committee, in good
faith, shall determine.
D. PAYMENT OF OPTION PRICE. Each option shall provide that the
purchase price of the shares as to which an option shall be exercised shall be
paid to the Company at the time of exercise either in cash or in such other
consideration as either the Board or the Plan Committee deems acceptable, and
which other consideration in either the Board's or the Plan Committee's sole
discretion may include: (i) Common Stock of the Company already owned by the
Optionee having a total fair market value on the date of exercise, determined in
accordance with Section 7.C hereof, equal to the purchase price, (ii) Common
Stock of the Company issuable upon the exercise of a Plan option and withheld by
the Company having a total fair market value on the date of exercise, determined
in accordance with Section 7.C hereof, equal to the purchase price, or (iii) a
combination of cash and Common Stock of the Company (either shares already owned
by the Optionee or shares being withheld upon the exercise of a Plan option)
having a total fair market value on the date of exercise, determined in
accordance with Section 7.C hereof, equal to the amount of the purchase price
not paid in cash.
E. MANNER OF EXERCISE. Subject to the terms and conditions of any
applicable option agreement, any option granted under the Plan may be exercised
in whole or in part. To initiate the process for the exercise of an option: (i)
the Optionee shall deliver to the Company, or to a broker-dealer in the Common
Stock with the original copy to the Company, a written notice of intent to
exercise an option specifying the number of shares as to which the option is
being exercised and, if determined by counsel for the Company to be necessary,
representing that such shares are being acquired for investment purposes only
and not for the purpose of resale or distribution; and (ii) the Optionee, or the
broker-dealer, shall pay for the exercise price of such shares with cash, or if
the Board or the Plan Committee in its discretion agrees to so accept, by
delivery to the Company of Common Stock of the Company (either shares already
owned by the Optionee or shares being withheld upon the exercise of a Plan
option), or in some combination of cash and such Common Stock acceptable to the
Board or the Plan Committee. If payment of the Option Price is made with Common
Stock, the value of the Common Stock used for such payment shall be the fair
market value of the Common Stock on the date of exercise as determined in
accordance with Section 7.C hereof. The date of exercise of a stock option
shall be determined under procedures established by either the Board or the Plan
Committee, but in no event shall the date of exercise precede the date on which
both the written notice of intent to exercise an option and full payment of the
exercise price for the shares as to which the option is being exercised have
been received by the Company. Promptly after receiving full payment for the
shares as to which the option is being exercised and, provided that all
conditions precedent contained in the Plan are satisfied, the Company shall,
without transfer or issuance tax or other incidental expenses to Optionee,
deliver to Optionee a certificate for such shares of the Common Stock. If
Optionee fails to accept delivery of the Common Stock, his rights to exercise
the applicable portion of the option shall terminate.
F. Investment Representation. Each option agreement may provide
that, upon demand by either the Board or the Plan Committee for such a
representation, the Optionee or Optionee's Representative shall deliver to the
Board or the Plan Committee at the time of any exercise of an option or portion
thereof a written representation that the shares to be acquired upon such
exercise are to be acquired for investment and not for resale or with a view to
the distribution thereof. Upon such demand, delivery of such representation
before delivery of Common Stock issued upon exercise of an option and before
expiration of the option period shall be a condition precedent to the right of
the Optionee or Optionee's Representative to purchase Common Stock.
G. EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF SERVICE. Upon
termination of service as an Independent Director, for whatever reason, any and
all stock options held by the Optionee shall remain effective and may be
exercised by the Optionee or the Optionee's Representative until the expiration
of the applicable option term.
H. TRANSFERABILITY OF OPTIONS. An option granted under the Plan may
not be transferable and may be exercised only by the Optionee during Optionee's
lifetime, or by the Optionee's Representative in the event of Optionee's death,
to the extent the option was exercisable by Optionee at the date of his death.
I. NO RIGHTS AS SHAREHOLDER. No Optionee or Optionee's
Representative shall have any rights as a shareholder with respect to Common
Stock subject to his option before the date of transfer to him of a certificate
or certificates for such shares.
J. TAX WITHHOLDING. To the extent required by applicable federal,
state, local or foreign law, the Optionee shall, on the date of exercise, make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise by reason of an option exercise or any sale of
shares. Either the Board or the Plan Committee, in its sole discretion, may
permit these obligations to be satisfied in whole or in part with: (i) cash paid
by the Optionee or by a broker-dealer on behalf of the Optionee, (ii) shares of
Common Stock that otherwise would be issued to the Optionee upon exercise of the
option, and/or (iii) shares of Common Stock previously acquired. The Company
shall not be required to issue shares for the exercise of an option until such
tax obligations are satisfied and the Company may, to the extent permitted by
law, deduct any such tax obligations from any payment of any kind otherwise due
to the Optionee.
8. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver Common Stock under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for Common Stock before: (i) the
listing of the Common Stock on any stock exchange or over-the-counter market on
which the Common Stock may then be listed and (ii) the completion of any
registration or qualification of any governmental body which the Company shall,
in its sole discretion, determine to be necessary or advisable. To the extent
the Company meets the then applicable requirements for the use thereof and to
the extent the Company may do so without undue cost or expense, and subject to
the determination by the Board of Directors of the Company that such action is
in the best interest of the Company, the Company intends to register the
issuance and sale of such Common Stock by the Company under federal and
applicable state securities laws using a Form S-8 registration statement under
the Securities Act of 1933, as amended, or such successor Form as shall then be
available.
9. CAPITAL ADJUSTMENTS AFFECTING STOCK, MERGERS AND CONSOLIDATIONS.
A. CAPITAL ADJUSTMENTS. In the event of a capital adjustment in the
Common Stock resulting from a stock dividend, stock split, reorganization,
merger, consolidation, or a combination or exchange of shares, the number of
shares of Common Stock subject to the Plan and the number of shares under option
shall be automatically adjusted to take into account such capital adjustment. By
virtue of such a capital adjustment, the price of any share under option shall
be adjusted so that there will be no change in the aggregate purchase price
payable upon exercise of any such option.
B. MERGERS AND CONSOLIDATIONS. In the event the Company merges or
consolidates with another entity, or all or a substantial portion of the
Company's assets or outstanding capital stock are acquired (whether by merger,
purchase or otherwise) by a Successor, the kind of shares of Common Stock that
shall be subject to the Plan and to each outstanding option shall, automatically
by virtue of such merger, consolidation or acquisition, be converted into and
replaced by shares of common stock, or such other class of securities having
rights and preferences no less favorable than the Common Stock of the Successor,
and the number of shares subject to the option and the purchase price per share
upon exercise of the option shall be correspondingly adjusted, so that, by
virtue of such merger, consolidation or acquisition, each Optionee shall have
the right to purchase: (i) that number of shares of common stock of the
Successor that have a book value equal, as of the date of such merger,
conversion or acquisition, to the book value, as of the date of such merger,
conversion or acquisition, of the shares of Common Stock of the Company
theretofore subject to the Optionee's option, (ii) for a purchase price per
share that, when multiplied by the number of shares of common stock of the
Successor subject to the option, shall equal the aggregate exercise price at
which the Optionee could have acquired all of the shares of Common Stock of the
Company theretofore optioned to the Optionee.
C. NO EFFECT ON COMPANY'S RIGHTS. The granting of an option
pursuant to the Plan shall not effect in any way the right and power of the
Company to make adjustments, reorganizations, reclassifications, or changes of
its capital or business structure or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or assets.
10. AMENDMENT, SUSPENSION, OR TERMINATION. The Board shall have the
right, at any time, to amend, suspend or terminate the Plan. Notwithstanding
the foregoing, without the consent of the Optionee, no amendment shall make any
changes in an outstanding option which would adversely affect the rights of the
Optionee.
11. EFFECTIVE DATE, TERM AND APPROVAL. The effective date of the Plan
shall be October 27, 1994 (the date of Board adoption of the Plan), subject to
approval by stockholders of the Company holding not less than a majority of the
shares present and voting at its 1995 annual meeting on April 21, 1995. The
Plan shall terminate ten (10) years after the effective date of the Plan and no
options may be granted under the Plan after such time, but any option granted
prior thereto may be exercised in accordance with its terms.
12. GOVERNING LAW; SEVERABILITY. The Plan shall be governed by the laws
of the State of Florida. The invalidity or unenforceability of any provision of
the Plan or any option granted pursuant to the Plan shall not affect the
validity and enforceability of the remaining provisions of the Plan and the
options granted hereunder, and such invalid or unenforceable provision shall be
stricken to the extent necessary to preserve the validity and enforceability of
the Plan and the options granted hereunder.
Dated this 29th day of October, 1996.
GROUP TECHNOLOGIES CORPORATION
ATTEST:
Michael L. Schuman By:Jeffrey T. Gill
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Secretary Chairman of the Board