GROUP TECHNOLOGIES CORPORATION
1994 STOCK OPTION PLAN FOR KEY EMPLOYEES
ADOPTED ON OCTOBER 27, 1994
AMENDED AND RESTATED ON OCTOBER 29, 1996
1. PURPOSE. The purpose of the Group Technologies Corporation 1994 Stock
Option Plan for Key Employees is to promote the interests of the Company by
affording an incentive to certain key employees to remain in the employ of the
company and its Subsidiaries and to use their best efforts in its behalf; and
further to aid the Company and its Subsidiaries in attracting, maintaining, and
developing capable personnel of a caliber required to ensure the continued
success of the Company and its Subsidiaries by means of an offer to such persons
of an opportunity to acquire or increase their proprietary interest in the
Company through the granting of incentive stock options and nonstatutory stock
options to purchase the Company's stock pursuant to the terms of the 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. ISO. The acronym "ISO" means an option to purchase Common Stock
which at the time the option is granted under the Plan qualifies as an incentive
stock option within the meaning of Code Section 422.
F. NSO. The acronym "NSO" means a nonstatutory stock option to
purchase Common Stock which at the time the option is granted under the Plan
does not qualify as an ISO.
G. 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.
H. OPTIONEE. The word "Optionee" means an employee to whom options
have been granted under the Plan.
I. PLAN. The word "Plan" means the Group Technologies Corporation
1994 Stock Option Plan for Key Employees, 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
which at the time an option is granted under the Plan qualifies as a subsidiary
of the Company under the definition of "subsidiary corporation" contained in
Code Section 424(f), or any similar provision thereafter enacted.
L. SUCCESSOR. The word "Successor" means the entity surviving a
merger or consolidation with the Company, or the entity that acquires all or a
substantial portion of the Company's assets or outstanding capital stock
(whether by merger, purchase or otherwise).
M. TEN PERCENT SHAREHOLDER. The term "Ten Percent Shareholder"
means an employee who, at the time an option is granted, owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or Subsidiary employing the Optionee or of its parent
(within) the meaning of Code Section 424(e)) or subsidiary (within the meaning
of Code Section 424(f)) corporation.
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 eight hundred thousand (800,000) 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 employees to whom options shall
be granted; (ii) to authorize the granting of ISO's, NSO's or a combination of
ISO's and NSO's; (iii) to determine the number of shares of Common Stock subject
to each option; (iv) 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; (v) to fix such other provisions of the option agreement
as it may deem necessary or desirable consistent with the terms of the Plan; and
(vi) to determine all other questions relating to the administration of the
Plan. Notwithstanding the foregoing, the aggregate fair market value
(determined as of the date the option is granted) of the Common Stock for which
ISOs will first become exercisable by an Optionee in any calendar year under all
ISO plans of the Company and its Subsidiaries shall not exceed $100,000. 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. Key employees of the Company and its subsidiaries
including officers and directors, shall be eligible to receive options under the
Plan. No director of the Company who is not also an employee of the Company or
a Subsidiary shall be entitled to receive an option under the Plan. Key
employees 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. Each option agreement shall specify the period
for which the option thereunder is granted and shall provide that the option
shall expire at the end of such period. Either the Plan Committee or the Board,
may extend such period provided that, in the case of an ISO, such extension
shall not in any way disqualify the option as an ISO without the Optionee's
consent. In no case shall such period, including any such extensions, exceed
ten (10) years from the date of grant, provided, however, that in the case of an
ISO granted to a Ten Percent Stockholder, such period, including extensions,
shall not exceed five (5) years from the date of grant.
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 for ISO's and NSO's shall be not less than: (i) the
fair market value of the Common Stock on the date the option is granted, or (ii)
in the case of an ISO granted to a Ten Percent Shareholder, one hundred ten
percent (110%) of the 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 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 either 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 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, 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. EXERCISES CAUSING LOSS OF COMPENSATION DEDUCTION. No part of an
option may be exercised to the extent the exercise would cause the Optionee to
have compensation from the Company and its affiliated companies for any year in
excess of $1 million and which is nondeductible by the Company and its
affiliated companies pursuant to Code Section 162(m) and the regulations issued
thereunder. Any option not exercisable because of this limitation shall
continue to be exercisable in any subsequent year in which the exercise would
not cause the loss of the Company's or its affiliated companies compensation tax
deduction, provided such exercise occurs before lapse of the option, and
otherwise complies with the terms and conditions of the Plan and option
agreement.
G. 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.
H. ISOs. Each option agreement which provides for the grant of an
ISO to an employee shall contain such terms and provisions as either the Board
or the Plan Committee deems necessary or desirable to qualify such option as an
ISO within the meaning of Code Section 422.
I. EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF EMPLOYMENT.
[1] If an Optionee dies (i) while an employee of the Company or a
subsidiary, or (ii) within three (3) months after termination of his or her
employment with the Company or a Subsidiary because of a disability, his or her
options may be exercised by the Optionee's Representative, to the extent that
the Optionee shall have been entitled to do so on the date of his or her death
or such termination of employment, but not later than the expiration date
specified in paragraph A of this Section 7 or one (1) year after the Optionee's
death, whichever date is earlier.
[2] If an Optionee's employment by the Company or a Subsidiary
terminates because of his or her disability and the Optionee has not died within
the following three (3) months, he or she may exercise his or her options, to
the extent that he or she shall have been entitled to do so at the date of the
termination of employment, at any time, or from time to time, but not later than
the expiration date specified in paragraph A of this Section 7 or one (1) year
after termination of employment, whichever date is earlier.
[3] If an Optionee's employment terminates by reason of his or her
retirement in accordance with the terms of the Company's tax-qualified
retirement plans or with the consent of either the Board or the Plan Committee
all right to exercise his or her options shall terminate at the expiration date
specified in paragraph A of this Section 7 or three (3) months after termination
of employment, whichever date is earlier.
[4] If an Optionee's employment terminates for any reason other than
death, disability, or retirement, all rights to exercise his or her options
shall terminate on the date of his or her termination of employment.
J. LEAVES OF ABSENCE. Either the Plan Committee or the Board may,
in its discretion, treat all or any portion of any period during which an
Optionee is on military or on an approved leave of absence from the Company or a
Subsidiary as a period of employment of such Optionee by the Company or
Subsidiary for purposes of accrual of his rights under the Plan.
Notwithstanding the foregoing, if a leave of absence exceeds ninety (90) days
and reemployment is not guaranteed by contract or statute, the Optionee's
employment by the Company or a Subsidiary for the purposes of the Plan shall be
deemed to have terminated on the 91st day of the leave.
K. TRANSFERABILITY OF OPTIONS. An option granted under the Plan may
not be transferred by the Optionee otherwise than by will or the laws of descent
and distribution, and during the lifetime of the Optionee to whom granted, may
be exercised only by such Optionee.
L. 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.
M. NO RIGHTS TO CONTINUED EMPLOYMENT. The Plan and any option
granted under the Plan shall not confer upon any Optionee any right with respect
to continuance of employment by the Company or any Subsidiary, nor shall it
interfere in any way with the right of the Company or any Subsidiary by which an
Optionee is employed to terminate his employment at any time.
N. 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 already owned by the Optionee. 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 (a) 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, (b) 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 in any respect that
it may deem to be in the best interests of the Company, except that, without
approval by shareholders of the Company holding not less than a majority of the
votes represented and entitled to be voted at a duly held meeting of the
Company's shareholders, no amendment shall be made that would:
A. increase the maximum number of shares of Common Stock which may
be delivered under the Plan, except as provided in Section 9 hereof;
B. change the Option Price for an ISO, except as provided in Section
9 hereof;
C. extend the period during which an ISO may be exercised beyond the
period provided in Section 7.A hereof;
D. make any changes in any outstanding option, without the consent
of the Optionee, which would adversely affect the rights of the Optionee; or
E. extend the termination date of the Plan.
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