SCHICK TECHNOLOGIES, INC.
1996 STOCK OPTION PLAN
1. Establishment and Purpose.
(a) Establishment. The SCHICK TECHNOLOGIES, INC. 1996 Stock Option Plan was
adopted effective April 22, 1996 (the "Plan").
(b) Purpose. The purpose of the Plan is to attract, retain and reward
persons providing services to Schick Technologies, Inc., a New York corporation,
and any successor corporation thereto (collectively referred to as the
"Company"), and any present or future parent and/or subsidiary corporations of
such corporation (all of which along with the Company being individually
referred to as a "Participating Company" and collectively referred to as the
"Participating Company Group"), and to motivate such persons to contribute to
the growth and profits of the Participating Company Group in the future. For
purposes of the Plan, a parent corporation and a subsidiary corporation shall be
as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Administration.
(a) Administration by Board and/or Committee. The Plan shall be
administered by the Board of Directors of the Company (the "Board") and/or by a
duly appointed committee of the Board having such powers as shall be specified
by the Board. Any subsequent references herein to the Board shall also mean the
committee if such committee has been appointed and, unless the powers of the
committee have been specifically limited, the committee shall have all of the
powers of the Board granted herein, including, without limitation, the power to
terminate or amend the Plan at any time, subject to the terms of the Plan and
any applicable limitations imposed by law. All questions of interpretation of
the Plan or of any options granted under the Plan (an "Option") shall be
determined by the Board, and such determinations shall be final and binding upon
all persons having an interest in the Plan and/or any Option.
(b) Options Authorized. Options may be either incentive stock options as
defined in Section 422 of the Code ("Incentive Stock Options") or non-statutory
stock options.
(c) Authority of Officers. Any officer of a Participating Company shall
have the authority to act on behalf of the Company with respect to any matter,
right, obligation, or election which is the responsibility of or which is
allocated to the Company herein, provided the officer has apparent authority
with respect to such matter, right, obligation, or election.
(d) Disinterested Administration. With respect to the participation in the
Plan of officers or directors of the Company subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Plan shall
be administered by the Board in compliance with the "disinterested
administration" requirement of Rule 16b-3, as promulgated under the Exchange Act
and amended from time to time or any successor rule or regulation ("Rule
16b-3").
3. Eligibility.
(a) Eligible Persons. Options may be granted only to employees (including
officers) and directors of the Participating Company Group or to individuals who
are rendering services as consultants, advisors, or other independent
contractors to the Participating Company Group. The Board shall, in its sole
discretion, determine which persons shall be granted Options (an "Optionee").
Eligible persons may be granted more than one (1) Option.
(b) Directors Serving on Committee. If a committee of the Board has been
established to administer the Plan in compliance with the "disinterested
administration" requirement of Rule 16b-3, no member of such committee, while a
member, shall be eligible to be granted an Option.
(c) Restrictions on Option Grants. A director of a Participating Company
may only be granted a non-statutory stock option unless the director is also an
employee of the Participating Company Group. An individual who is rendering
services as a consultant, advisor, or other independent contractor may only be
granted a non-statutory stock option.
4. Shares Subject to Option. Options shall be for the purchase of shares of
the authorized but unissued common stock or treasury shares of common stock of
the Company (the "Stock"), subject to adjustment as provided in paragraph 10
below. The maximum number of shares of Stock which may be issued under the Plan
shall be one three million (3,000,000) shares. In the event that any outstanding
Option for any reason expires or is terminated or canceled and/or shares of
Stock subject to repurchase are repurchased by the Company, the shares allocable
to the unexercised portion of such Option, or such repurchased shares, may again
be subject to an Option grant. Notwithstanding the foregoing, any such shares
shall be made subject to a new Option only if the grant of such new Option and
the issuance of such shares pursuant to such new Option would not cause the Plan
or any Option granted under the Plan to contravene Rule 16b-3.
5. Time for Granting Options. All Options shall be granted, if at all,
within ten (10) years from the earlier of the date the Plan is adopted by the
Board or the date the Plan is approved by the stockholders of the Company.
6. Terms, Conditions and Form of Options. Subject to the provisions of the
Plan, the Board shall determine for each Option (which need not be identical)
the number of shares
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of Stock for which the Option shall be granted, the exercise price of the
Option, the timing and terms of exercisability and vesting of the Option, the
time of expiration of the Option, the effect of the Optionee's termination of
employment or service, whether the Option is to be treated as an Incentive Stock
Option or as a non-statutory stock option, the method for satisfaction of any
tax withholding obligation arising in connection with the Option, including by
the withholding or delivery of shares of stock, and all other terms and
conditions of the Option not inconsistent with the Plan. Options granted
pursuant to the Plan shall be evidenced by written agreements specifying the
number of shares of Stock covered thereby, in such form as the Board shall from
time to time establish, which agreements may incorporate all or any of the terms
of the Plan by reference and shall comply with and be subject to the following
terms and conditions:
(a) Exercise Price. The exercise price for each Option shall be
established in the sole discretion of the Board; provided, however, that
(i) the exercise price per share for an Incentive Stock Option shall be not
less than the fair market value, as determined by the Board, of a share of
Stock on the date of the granting of the Option; (ii) the exercise price
per share for a non-statutory stock option shall not be less than
eighty-five percent (85%) of the fair market value, as determined by the
Board, of a share of Stock on the date of the granting of the Option; and
(iii) no Incentive Stock Option granted to an Optionee who at the time the
Option is granted owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of a Participating
Company within the meaning of Section 422(b)(6) of the Code (a "Ten Percent
Owner Optionee") shall have an exercise price per share less than one
hundred ten percent (110%) of the fair market value, as determined by the
Board, of a share of Stock on the date of the granting of the Option.
Notwithstanding the foregoing, an Option (whether an Incentive Stock Option
or a non-statutory stock option) may be granted with an exercise price
lower than the minimum exercise price set forth above if such Option is
granted pursuant to an assumption or substitution for another option in a
manner qualifying with the provisions of Section 424(a) of the Code.
(b) Exercise Period of Options. The Board shall have the power to set,
including by amendment of an Option, the time or times within which each
Option shall be exercisable or the event or events upon the occurrence of
which all or a portion of each Option shall be exercisable and the term of
each Option; provided, however, that (i) no Option shall be exercisable
after the expiration of ten (10) years after the date such Option is
granted, and (ii) no Incentive Stock Option granted to a Ten Percent Owner
Optionee shall be exercisable after the expiration of five (5) years after
the date such Option is granted.
(c) Payment of Exercise Price.
(i) Forms of Payment Authorized. Payment of the exercise price
for the number of shares of Stock being purchased pursuant to any
Option shall be made (1) in cash, by check, or cash equivalent, (2) by
tender to the Company of shares of the Company's stock owned more than
six months by the Optionee having a fair market value, as determined
by the Board (but without regard to any restrictions on
transferability applicable to such stock
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by reason of federal or state securities laws or agreements with an
underwriter for the Company), not less than the exercise price, (3) by
the assignment of the proceeds of a sale of some or all of the shares
being acquired upon the exercise of the Option (including, without
limitation, through an exercise complying with the provisions of
Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System), or (4) by any combination
thereof. The Board may at any time or from time to time grant Options
which do not permit all of the foregoing forms of consideration to be
used in payment of the exercise price and/or which otherwise restrict
one or more forms of consideration.
(ii) Tender of Company Stock. Notwithstanding the foregoing, an
Option may not be exercised by tender to the Company of shares of the
Company's stock to the extent such tender of stock would constitute a
violation of the provisions of any law, regulation and/or agreement
restricting the redemption of the Company's stock or, if in the
opinion of Company counsel, might impair the ability of purchasers of
stock from the Company from taking full advantage of the provisions of
Section 1202 of the Code relating to capital gains treatment of stock
issued by the Company. Unless otherwise provided by the Board, an
Option may not be exercised by tender to the Company of shares of the
Company's stock unless such shares of the Company's stock either have
been owned by the Optionee for more than six (6) months or were not
acquired, directly or indirectly, from the Company.
(iii) Assignment of Proceeds of Sale. The Company reserves, at
any and all times, the right, in the Company's sole and absolute
discretion, to establish, decline to approve and/or terminate any
program and/or procedures for the exercise of Options by means of an
assignment of the proceeds of a sale of some or all of the shares of
Stock to be acquired upon such exercise.
7. Forms of Stock Option Agreement.
(a) Incentive Stock Options. An Option designated as an "Incentive Stock
Option" shall comply with and be subject to the terms and conditions set forth
in a form of incentive stock option agreement to be adopted by the Board.
(b) Non-statutory Stock Options. An Option designated as a "Non-statutory
Stock Option" shall comply with and be subject to the terms and conditions set
forth in a form of non-statutory stock option agreement to be adopted by the
Board.
(c) Standard Term for Options. Unless otherwise provided for by the Board
in the grant of an Option, any Option granted hereunder shall be exercisable for
a term of ten (10) years.
8. Authority to Vary Terms. The Board shall have the authority from time to
time, at its discretion, to vary the terms of any form stock option agreement
that it adopts, either in connection with the
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grant or amendment of an individual Option or in connection with the
authorization of a new standard form or forms; provided, however, that the terms
and conditions of such revised or amended standard form or forms of stock option
agreement shall be in accordance with the terms of the Plan. Such authority
shall include, but not by way of limitation, the authority to grant Options
which are not immediately exercisable.
9. Fair Market Value Limitation. To the extent that the aggregate fair
market value (determined at the time the Option is granted) of stock with
respect to which Incentive Stock Options are exercisable by an Optionee for the
first time during any calendar year (under all stock option plans of the
Company, including the Plan) exceeds One Hundred Thousand Dollars ($100,000),
such Options shall be treated as non-statutory stock options. This paragraph
shall be applied by taking Incentive Stock Options into account in the order in
which they were granted.
10. Effect of Change in Stock Subject to Plan. Appropriate adjustments
shall be made in the number and class of shares of Stock subject to the Plan and
to any outstanding Options and in the exercise price of any outstanding Options
in the event of a stock dividend, stock split, reverse stock split,
recapitalization, combination, reclassification, or like change in the capital
structure of the Company.
In the event a majority of the shares which are of the same class as the
shares that are subject to outstanding Options are exchanged for, converted
into, or otherwise become shares of another corporation (the "New Shares"), the
Company may unilaterally amend the outstanding Options to provide that such
Options are exercisable for New Shares. In the event of any such amendment, the
number of shares and the exercise price of the outstanding Options shall be
adjusted in a fair and equitable manner.
11. Dissolution, Sale, etc. In the event of the proposed dissolution or
liquidation of the Company, or in the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the Options will terminate immediately prior
to the consummation of such proposed action, unless otherwise provided by the
Board. The Board may, in the exercise of its sole discretion, in such instances
declare that any Option shall terminate as of a date fixed by the Board and give
each Optionee the right to exercise his Option as to all or any part of the
Stock, including shares to which the Option would not otherwise be exercisable.
12. Provision of Information. Each Optionee shall be given access to
information concerning the Company equivalent to that information generally made
available to the Company's common stockholders generally.
13. Options Non-Transferable. During the lifetime of the Optionee, the
Option shall be exercisable only by the Optionee. No Option shall be assignable
or transferable by the Optionee, except by will or by the laws of descent and
distribution.
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14. Termination or Amendment of Plan or Options. The Board, including any
duly appointed committee of the Board, may terminate or amend the Plan or any
Option at any time; provided, however, that without the approval of the
Company's stockholders, there shall be (a) no increase in the total number of
shares of Stock covered by the Plan (except by operation of the provisions of
paragraph 10 above), (b) no change in the class eligible to receive Incentive
Stock Options and (c) no expansion in the class eligible to receive
non-statutory stock options. In addition to the foregoing, the approval of the
Company's stockholders shall be sought for any amendment to the Plan for which
the Board deems stockholder approval necessary in order to comply with Rule
16b-3. In any event, no amendment may adversely affect any then outstanding
Option or any unexercised portion thereof, without the consent of the Optionee,
unless such amendment is required to enable an Option designated as an Incentive
Stock Option to qualify as an Incentive Stock Option.
IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing Schick Technologies, Inc. 1996 Stock Option Plan was duly adopted
by the Board of Directors of the Company on the 22nd day of April, 1996.
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Name: Zvi N. Raskin
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Secretary
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