1
Exhibit 99.1
AMENDED AND RESTATED
DIRECTORS' STOCK OPTION PLAN (1987)
OF
ADAC LABORATORIES
1. PURPOSE.
The purpose of this Directors' Stock Option Plan (1987) (the
"Plan") is to assist the Company in attracting, motivating and retaining
qualified non-employee directors by providing a means whereby such persons will
be given an opportunity to acquire a proprietary interest in the Company's
future growth by purchasing shares of Company Common Stock.
2. DEFINITIONS.
When used in this Plan, unless the context otherwise requires:
(a) "Board of Directors" shall mean the Board of
Directors of the Company as constituted at any time.
(b) "Committee" shall mean the Committee as
hereinafter described in Section 3 hereof.
(c) "Company" shall mean ADAC Laboratories, a
California corporation.
(d) "Directors' Options" shall mean options to
purchase shares of Company Common Stock which may be granted each fiscal year
by the Company to each person serving as a director of the Company who is not
also an employee of the Company or any of its Subsidiary corporations.
(e) "Fair Market Value" shall mean the closing
price of the Company's Common Stock, as traded on the NASDAQ National Market
System (or, if such shares are then listed on any national securities exchange,
the closing price on such exchange) on the date as of which such value is being
determined. If the Common Stock is not traded on the NASDAQ National Market
System or any national securities exchange, Fair Market Value shall be
determined by the Board on the basis of the best available market value
information.
(f) "Options" shall mean the Directors' Options
issued pursuant to the Plan.
(g) "Plan" shall mean the Directors' Stock Option
Plan (1987) of the Company authorized and adopted by the Board of Directors at
its meeting held on July 28, 1987 and as amended from time to time.
2
Amended and Restated
Directors' Stock Option Plan (1987)
of ADAC Laboratories
(h) "Share" shall mean a share of Common Stock of
the Company.
(i) "Subsidiary" shall mean any corporation in
which the Company owns, directly or indirectly, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock.
3. ADMINISTRATION.
The Plan shall be administered by the Board of Directors or by
a Committee which shall consist of such members of the Board of Directors of
the Company or such other persons as may be appointed by the Board of
Directors. The Board and, if any, the Committee, shall have full power and
authority to construe, interpret and administer the Plan and to make
determinations which shall be final, conclusive and binding upon all persons,
including but not limited to the Company, the shareholders and any person
having an interest in any Options. If a member of the Committee, for any
reason, shall cease to serve, the vacancy may be filled by the Board of
Directors. Any member of the Committee may be removed at any time, with or
without cause, by the Board of Directors.
4. ELIGIBILITY.
Options may be granted only to non-employee directors of the
Company; employees of the Company or any of its Subsidiary corporations are not
eligible to receive Options under the Plan.
5. SHARES SUBJECT TO THE PLAN.
Subject to the provisions of Section 12 (relating to
adjustments upon changes in shares), the Shares which may be sold pursuant to
Directors' Options granted under the Plan shall not exceed in the aggregate
231,666 shares of the Company's authorized Common Stock, without par value. If
any Option under the Plan shall for any reason terminate or expire without
having been exercised in full, the Shares not purchased under such Option shall
again be available under the Plan.
6. ANNUAL OPTION GRANTS.
The number of shares to be optioned to each
non-employee director shall be fixed at 3,333 Option Shares during each fiscal
year of the Company and such grant shall automatically occur on March 15th of
each year except during each fifth year the
2
3
Amended and Restated
Directors' Stock Option Plan (1987)
of ADAC Laboratories
director shall receive a grant of 20,000 shares (in lieu of the 3,333 share
annual grant), provided, however, that on the date a person first becomes a
director such person shall receive an option grant of 20,000 shares. Each
option shall be for a term of five (5) years from the date of grant and each
annual 3,333 share grant shall vest and become fully exercisable upon the first
anniversary of the date of grant and each 20,000 share grant shall vest and
become exercisable 25% per year. An option agreement, signed by an officer of
the Company, shall be issued to each person to whom an option is granted.
7. PRICE.
The purchase price per Share for the Shares to be purchased
pursuant to the exercise of any Option shall be fixed by the Board of Directors
or the Committee at the time of grant of the Option, but shall always equal
100% of the Fair Market Value of the Shares on the date such Option is granted.
8. DURATION OF OPTIONS.
All Directors' Options issued under the Plan shall have a
duration of five (5) years from the date of grant, regardless of any
termination of the Plan prior to the exercise of such Options.
9. NON-TRANSFERABILITY OF OPTIONS.
(a) Options shall not be transferrable by the
holder thereof otherwise than (i) by will, (ii) pursuant to the laws of descent
and distribution or (iii) if then permitted by Rule 16b-3, promulgated under
the Securities Exchange Act of 1934, as amended, pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or by Title I of the Employee Retirement Income Security Act (ERISA),
or the rules thereunder; provided, however, that an Option holder may designate
a beneficiary who, upon Option holder's death, may exercise the Option to the
extent permitted in Section 10 of the Plan.
(b) Subject to early acceleration as provided
herein, at least six months must elapse from the date of the grant of the
Directors' Options to the date of disposition of the Directors' Option (other
than upon exercise or conversion) or the shares subject to such Directors'
Option.
3
4
Amended and Restated
Directors' Stock Option Plan (1987)
of ADAC Laboratories
10. EXERCISE OF OPTIONS.
(a) Except in the event of death, in which case
they may be exercised in full immediately, and except as provided in Section 12
below, Directors' Options may be exercised only in installments as follows:
(i) each annual 3,333 share grant shall vest and become fully exercisable upon
the first anniversary of the date of grant and (ii) each 20,000 share grant
shall vest and become fully exercisable 25% per year.
(b) An Option shall be exercised by the delivery
of a duly signed notice in writing to such effect, together with the full
purchase price. Payment of the purchase price shall be made in cash or
outstanding Common Stock of the Company already owned by the optionee (valued
at Fair Market Value). Option Agreements under the Plan may contain a
provision to the effect that all Federal and state taxes required to be
withheld or collected from an Optionee upon exercise of an Option may be
satisfied by the withholding of a sufficient number of exercised Option shares
which, valued at Fair Market Value on the date of exercise, would be equal to
the total withholding obligation of Optionee.
(c) The Company will, as soon as practicable
after the exercise of an Option, deliver to the person entitled thereto a
certificate or certificates for the Shares purchased pursuant to the exercise
of the Option.
11. TERMINATION.
If a holder of a Directors' Option shall resign or be removed
as a director, the Option of such holder shall terminate, except that, subject
to the limitation stated in the last sentence of this Section 11, (i) if his
director's status with the Company is terminated for any reason other than his
death, he may at any time within three months after such termination exercise
his Option but only to the extent that it was exercisable by him on the date of
termination and only if his status was not terminated because of a violation of
his normal duties; and (ii) if he dies while serving as a director of the
Company, or within three months after termination of such status, his Option
may be exercised by the person or persons to whom his rights under the Option
shall pass by will or by the laws of descent and distribution, without regard
to the vesting provisions included in the Option. In no event may an Option be
exercised to any extent by anyone after the expiration of its term.
4
5
Amended and Restated
Directors' Stock Option Plan (1987)
of ADAC Laboratories
12. CHANGES IN CAPITALIZATION: SPLITS, LIQUIDATIONS,
MERGERS AND REORGANIZATIONS.
(a) The aggregate number of shares of Common
Stock for which Options may be granted to eligible persons under the Plan, the
number of shares of Common Stock covered by each outstanding Option and the
price per share thereof in each such Option may be proportionately adjusted by
the Board of Directors or the Committee for any increase or decrease in the
number of issued shares of Common Stock of the Company resulting from a stock
split, a reverse stock split, a subdivision or consolidation of shares or other
similar capital adjustment, the payment of a stock dividend or any other
increase or decrease in such shares effected without receipt of consideration
by the Company. Any such determination by the Board of Directors of the
Company shall be conclusive.
(b)(i) Except and to the extent provided otherwise
in, or limited by, employment, severance or similar written agreements between
the Company and an Optionee, ten (10) days prior to a "Change in Control" (as
defined below), all stock options which are then not exercisable shall
immediately vest and become exercisable, regardless of the original vesting
schedule. A "Change in Control" of the Company shall be deemed to have
occurred if (a) any "person" or "group" (as defined in or pursuant to Sections
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), becomes the "beneficial owner" (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of
the Company representing 40% or more of the voting power of the common stock
outstanding which votes generally for the election of directors; (b) as a
result of market or corporate transactions or shareholder action, the
individuals who constitute the Board of Directors of the Company at the
beginning of any period of 12 consecutive months (but commencing not earlier
than July 1, 1995), plus any new directors whose election or nomination was
approved by a vote of at least two-thirds of the directors still in office who
were directors at the beginning of such period of 12 consecutive months, cease
for any reason during such period of 12 consecutive months to constitute at
least two-thirds of the members of such Board; or (c) the Company sells,
through merger, assignment or otherwise, in one or more transactions other than
in the ordinary course of business, assets which provided at least 2/3 of the
revenues or pre-tax net income of the Company and its subsidiaries on a
consolidated basis during the most recently-completed fiscal year.
5
6
Amended and Restated
Directors' Stock Option Plan (1987)
of ADAC Laboratories
(ii) Notwithstanding paragraph (i) above, the
following events shall not constitute a Change in Control: any
acquisition of beneficial ownership pursuant to (a) a
reclassification, however effected, of the Company's authorized common
stock, or (b) a corporate reorganization involving the Company or any
of its subsidiaries which does not result in a material change in the
ultimate ownership by the shareholders of the Company (through their
ownership of the Company or its successor resulting from the
reorganization) of the assets of the Company and its subsidiaries, but
only if such reclassification or reorganization has been approved by
the Company's Board of Directors.
13. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES
ACT.
The Company may postpone the issuance and delivery of Shares
upon any exercise of an Option until (a) the admission of such Shares to
listing on any stock exchange on which Shares of the Company of the same class
are then listed and (b) the completion of such registration or other
qualification of such Shares under any state or Federal law, rule or regulation
as the Company shall determine to be necessary or advisable. Any person
exercising an Option shall make such representations and furnish such
information as may, in the opinion of counsel for the Company, be appropriate
to permit the Company to issue the Shares in compliance with the provisions of
the Securities Act of 1933, as amended.
14. AMENDMENT AND TERMINATION OF THE PLAN.
(a) Except as hereinafter provided, the Board of
Directors or the Committee may at any time withdraw or from time to time amend
the Plan and the terms and conditions of any Options not theretofore issued,
and the Board of Directors or the Committee, with the consent of the affected
holder of an Option, may at any time amend the terms and conditions of such
Options as have been theretofore granted. Notwithstanding the foregoing, any
amendment to the Plan by the Board of Directors or Committee which would (i)
increase the number of Shares issuable under Options, (ii) change the class of
persons to whom Options may be granted or (iii) change in any material respect
the limitations or provisions pertaining to Options, shall be subject to the
approval of the holders of a majority of the shares of the Company present at
any meeting of shareholders and entitled to vote thereat either prior to or
within one year after such amendment.
6
7
Amended and Restated
Directors' Stock Option Plan (1987)
of ADAC Laboratories
(b) The determination of the Board of Directors
or the Committee as to any questions which may arise with respect to the
interpretation of the provisions of the Plan and Options granted hereunder
shall be final and conclusive.
(c) The Board of Directors or the Committee may
authorize and establish such rules, regulations and revisions thereof, not
inconsistent with the provisions of the Plan, as it may deem advisable to make
the Plan and Options effective or provide for their administration, and may
take such other action with regard to the Plan and Options as it shall deem
desirable to effectuate their purpose.
(d) The Plan shall remain in effect until such
time as it is terminated by the Board of Directors of the Company. No such
termination shall affect Options granted prior thereto.
(e) Notwithstanding anything in the Plan to the
contrary, the terms and conditions of this Plan shall not be amended more than
once every six months other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Securities Act, or the rules
thereunder.
15. EFFECTIVE DATE OF THE PLAN.
The Plan was adopted on July 28, 1987, and is subject to
approval of the holders of a majority of the shares of the Company present at
any meeting of shareholders and entitled to vote thereat. Options may not be
granted under the Plan prior to such shareholder approval.
Adopted by the Board of
Directors on July 28, 1987
7