EXHIBIT 10(g)
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LANDAUER, INC.
AMENDED AND RESTATED
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
I. INTRODUCTION
1.1 PURPOSES. The purposes of the Amended and Restated 1997 Non-
Employee Directors Stock Option Plan (this "Plan") of Landauer, Inc., a
Delaware corporation (the "Company"), and its subsidiaries from time to
time (individually a "Subsidiary" and collectively the "Subsidiaries"), are
to align the interests of the Company's stockholders and the recipients of
options under this Plan by increasing the proprietary interest of such
recipients in the Company's growth and success and to advance the interests
of the Company by attracting and retaining well-qualified persons who are
not employees of the Company for service as directors of the Company. For
purposes of this Plan, references to service on behalf of the Company shall
also mean service on behalf of a Subsidiary.
1.2 ADMINISTRATION. This Plan shall be administered by a committee
(the "Committee") designated by the Board of Directors of the Company (the
"Board") consisting of two or more members of the Board.
The Committee shall, subject to the terms of this Plan, interpret
this Plan and the application thereof and establish rules and regulations
it deems necessary or desirable for the administration of this Plan. All
such interpretations, rules and regulations shall be conclusive and binding
on all parties. Each option hereunder shall be evidenced by a written
agreement (an "Agreement") between the Company and the optionee setting
forth the terms and conditions applicable to such option. The Committee
shall determine the form of the Agreement.
No member of the Board of Directors or the Committee shall be liable
for any act, omission, interpretation, construction or determination made
in connection with this Plan in good faith, and the members of the Board of
Directors and the Committee shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or
expense (including attorneys' fees) arising therefrom to the full extent
permitted by law (except as otherwise may be provided in the Company's
Certificate of Incorporation and/or By-laws) and under any directors' and
officers' liability insurance that may be in effect from time to time.
A majority of the Committee shall constitute a quorum. The acts of
the Committee shall be either (a) acts of a majority of the members of the
Committee present at any meeting at which a quorum is present or (b) acts
approved in writing by all of the members of the Committee without a
meeting.
1.3 ELIGIBILITY. Each member of the Board of Directors of the
Company who is not an employee, either full-time or part-time, of the
Company or a Subsidiary (a "Non-Employee Director") shall be eligible to
participate in this Plan and receive a grant of options to purchase shares
of Common Stock (as defined in Section 1.4) in accordance with Article II.
1.4 SHARES AVAILABLE. Subject to adjustment as provided in Section
3.6, 100,000 shares of the common stock, par value $.10 per share, of the
Company ("Common Stock"), shall be available for grants of options under
this Plan, reduced by the sum of the aggregate number of shares of Common
Stock which become subject to outstanding options. To the extent that
shares of Common Stock subject to an outstanding option are not issued or
delivered by reason of the expiration, termination, cancellation or
forfeiture of such option or by reason of the delivery of shares of Common
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Stock to pay all or a portion of the exercise price of such option, then
such shares of Common Stock shall again be available under this Plan.
Shares of Common Stock to be delivered under this Plan shall be made
available from authorized and unissued shares of Common Stock, or
authorized and issued shares of Common Stock reacquired and held as
treasury shares or otherwise or a combination thereof.
II. STOCK OPTIONS
2.1 GRANTS OF STOCK OPTIONS. Each Non-Employee Director shall be
granted non-qualified stock options as follows:
(a) TIME OF GRANT. On the date of the 2002 annual meeting of
stockholders of the Company (or, if later, on the date on which a person is
first elected or begins to serve as an Non-Employee Director, other than by
reason of termination of employment with the Company), and, thereafter, on
the date of each annual meeting of stockholders of the Company, each person
who is a Non-Employee Director immediately after such meeting of
stockholders shall be granted an option to purchase 1,500 shares of Common
Stock (which amount shall be pro-rated if such Non-Employee Director is
first elected or begins to serve as a Non-Employee Director on a date other
than the date of an annual meeting of stockholders) at a purchase price per
share equal to the Fair Market Value of the Common Stock on the date of
grant of such option. For purposes of this Plan, "Fair Market Value" shall
mean the average of the high and low transaction prices of a share of
Common Stock as reported on The American Stock Exchange on the date as of
which such value is being determined or, if the Common Stock is not listed
on The American Stock Exchange, the average of the high and low transaction
prices of a share of Common Stock on the principal national stock exchange
on which the Common Stock is traded on the date as of which such value is
being determined, or, if there shall be no reported transactions on such
date, on the next preceding date for which transactions were reported;
PROVIDED, HOWEVER, that if Fair Market Value for any date cannot be
determined as above provided, Fair Market Value shall be determined by the
Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.
(b) OPTION PERIOD AND EXERCISABILITY. Except as otherwise provided
herein, each option granted under this Article II shall not be exercisable
during the first year following its date of grant. Thereafter, such option
may be exercised: (i) on and after the first anniversary of its date of
grant, for up to 500 shares of Common Stock subject to such option on its
date of grant, (ii) on and after the second anniversary of its date of
grant, for up to an additional 500 (1000 on a cumulative basis) shares of
Common Stock subject to such option on its date of grant; and (iii) on and
after the third anniversary of its date of grant, for up to the remaining
500 (all shares on a cumulative basis) shares of Common Stock subject to
such option on its date of grant. Subject to Section 2.1(d) and (e), each
option granted under this Article II shall expire 90 days after the tenth
year anniversary of its date of grant. An exercisable option, or portion
thereof, may be exercised in whole or in part only with respect to whole
shares of Common Stock.
(c) METHOD OF EXERCISE. An option may be exercised (i) by giving
written notice to the Company specifying the number of whole shares of
Common Stock to be purchased and accompanying such notice with payment
therefor in full (or arrangement made for such payment to the Company's
satisfaction) either (A) in cash, (B) by delivery (either by actual
delivery or attestation procedures established by the Company) of
previously owned whole shares of Common Stock (which the optionee has held
for at least six months prior to the delivery of such shares or which the
optionee purchased on the open market and for which the optionee has good
title, free and clear of all liens and encumbrances) having a Fair Market
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Value, determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise, (C) in cash by a broker-
dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise or (D) a combination of (A) and (B), in each
case to the extent set forth in the Agreement relating to the option and
(ii) by executing such documents as the Company may reasonably request.
Notwithstanding the foregoing, the Committee shall have discretion to
permit payment to be made, in whole or in part, by a full-recourse note or
in installments at such time and upon such terms as the Committee may
approve; PROVIDED, HOWEVER, that in the case of payment by any such note or
installments, certificates for any shares of Common Stock issued in respect
thereof shall contain such legend, if any, as may be required by, and shall
otherwise be subject to the provisions of, the laws of the state of
incorporation of the Company relating to the issuance of shares on such
terms. Any fraction of a share of Common Stock which would be required to
pay such purchase price shall be disregarded and the remaining amount due
shall be paid in cash by the optionee. No certificate representing Common
Stock shall be delivered until the full purchase price therefor has been
paid.
(d) TERMINATION OF DIRECTORSHIP. Subject to Section 3.7, if the
holder of an option granted under this Article II shall cease to be a
member of the Board for any reason, each such option held by such optionee
shall be exercisable only to the extent that such option is exercisable on
the effective date of such holder's ceasing to be a member of the Board and
may thereafter be exercised by such optionee (or such optionee's executor,
administrator, legal representative, beneficiary or similar person) until
and including the earlier to occur of (i) the date which is one year after
the date such optionee ceased to be a member of the Board and (ii) the
expiration date of the term of such option.
(e) DEATH FOLLOWING TERMINATION OF DIRECTORSHIP. If the holder of
an option granted under this Article II dies during the one year period
following the date on which such optionee ceased to be a member of the
Board, each such option held by such holder shall be exercisable only to
the extent that such option is exercisable on the date of the holder's
death and may thereafter be exercised by such holder's executor,
administrator, legal representative, beneficiary or similar person, as the
case may be, until and including the earlier to occur of (i) the date which
is one year after the date of death and (ii) the expiration date of the
term of such option; PROVIDED, HOWEVER, that, in the event that the date of
death is less than six months prior to such expiration date, such holder's
executor, administrator, legal representative, beneficiary or similar
person, as the case may be, shall have not less than six months from the
date of death to so exercise such option.
III. GENERAL
3.1 EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be submitted
to the stockholders of the Company for approval and, if approved by the
affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy at the 2002 annual meeting of stockholders,
shall become effective on the date of such approval. In the event that
this Plan is not approved by the stockholders of the Company, this Plan
shall be null and void and of no force or effect. This Plan shall
terminate on January 29, 2007, unless terminated earlier by the Board.
Termination of this Plan shall not affect the terms or conditions of any
option granted prior to termination.
Options may be granted hereunder at any time prior to the termination
of this Plan.
3.2 AMENDMENTS. The Board may amend this Plan as it shall deem
advisable, subject to any requirement of stockholder approval required by
applicable law, rule or regulation. No amendment may impair the rights of
a holder of an outstanding option without the consent of such holder.
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3.3 AGREEMENT. No option shall be valid until an Agreement is
executed by the Company and the optionee and, upon execution by the Company
and the optionee and delivery of the Agreement to the Company, such option
shall be effective as of the effective date set forth in the Agreement.
3.4 NON-TRANSFERABILITY. Unless otherwise specified in the
Agreement relating to any option, no option hereunder shall be transferable
other than by will or the laws of descent and distribution or pursuant to
beneficiary designation procedures approved by the Company, as set forth in
the Agreement relating to such option. Except to the extent permitted by
the foregoing sentence, each option may be exercised during the optionee's
lifetime only by the optionee or the optionee's legal representative or
similar person. Except as permitted by the second preceding sentence, no
option hereunder shall be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of
law or otherwise) or be subject to execution, attachment or similar
process. Upon any attempt to so sell, transfer, assign, pledge,
hypothecate, encumber or otherwise dispose of any option hereunder, such
option and all rights thereunder shall immediately become null and void.
3.5 RESTRICTIONS ON SHARES. Each option hereunder shall be subject
to the requirement that if at any time the Company determines that the
listing, registration or qualification of the shares of Common Stock
subject to such option upon any securities exchange or under any law, or
the consent or approval of any governmental body, or the taking of any
other action is necessary or desirable as a condition of, or in connection
with, the purchase or delivery of shares thereunder, such shares shall not
be purchased or delivered unless such listing, registration, qualification,
consent, approval or other action shall have been effected or obtained,
free of any conditions not acceptable to the Company. The Company may
require that certificates evidencing shares of Common Stock delivered
pursuant to any option hereunder bear a legend indicating that the sale,
transfer or other disposition thereof by the holder is prohibited except in
compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
3.6 ADJUSTMENT. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock
other than a regular cash dividend, the number and class of securities
available under this Plan, the number and class of securities subject to
each outstanding option and the number and class of securities to vest
annually, the purchase price per security, and the number of securities
subject to each option to be granted to Non-Employee Directors pursuant to
Article II shall be appropriately adjusted by the Committee, such
adjustments to be made in the case of outstanding options without an
increase in the aggregate purchase price. The decision of the Committee
regarding any such adjustment shall be final, binding and conclusive. If
any adjustment would result in a fractional security being (a) available
under this Plan, such fractional security shall be disregarded, or (b)
subject to an option under this Plan, the Company shall pay the optionee,
in connection with the first exercise of the option in whole or in part,
occurring after such adjustment, an amount in cash determined by
multiplying (i) the fraction of such security (rounded to the nearest
hundredth) by (ii) the excess, if any, of (x) the Fair Market Value on the
exercise date over (y) the exercise price of the option.
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3.7 CHANGE IN CONTROL.
(a) (1) Notwithstanding any provision in this Plan or any
Agreement, in the event of a Change in Control pursuant to Section (b)(3)
or (4) below in connection with which the holders of Common Stock receive
shares of common stock that are registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (i) all
outstanding options shall immediately become exercisable in full and (ii)
there shall be substituted for each share of Common Stock available under
this Plan, whether or not then subject to an outstanding option, the number
and class of shares into which each outstanding share of Common Stock shall
be converted pursuant to such Change in Control. In the event of any such
substitution, the purchase price per share shall be appropriately adjusted
by the Committee (whose determination shall be final, binding and
conclusive), such adjustment to be made without an increase in the
aggregate purchase price.
(2) Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control pursuant to Section (b)(1) or (2) below,
or in the event of a Change in Control pursuant to Section (b)(3) or (4)
below in connection with which the holders of Common Stock receive
consideration other than shares of common stock that are registered under
Section 12 of the Exchange Act, each outstanding option shall be
surrendered to the Company by the holder thereof, and each such option
shall immediately be canceled by the Company, and the holder shall receive,
within ten days of the occurrence of a Change in Control, a cash payment
from the Company in an amount equal to the number of shares of Common Stock
then subject to such option, multiplied by the excess, if any, of the
greater of (A) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes place or (B)
the Fair Market Value of a share of Common Stock on the date of occurrence
of the Change in Control, over the purchase price per share of Common Stock
subject to the option.
(b) "Change in Control" shall mean:
(1) the acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act, of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either
(i) the then outstanding shares of common stock of the Company (the
"Outstanding Common Stock") or (ii) the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Voting Securities"); excluding,
however, the following: (A) any acquisition directly from the Company
(excluding any acquisition resulting from the exercise of an exercise,
conversion or exchange privilege unless the security being so exercised,
converted or exchanged was acquired directly from the Company), (B) any
acquisition by the Company, (C) any acquisition by an employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (D) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii)
and (iii) of subsection (3) of this Section 3.7(b); provided further, that
for purposes of clause (B), if any Person (other than the Company or any
employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company) shall become the
beneficial owner of 30% or more of the Outstanding Common Stock or 30% or
more of the Outstanding Voting Securities by reason of an acquisition by
the Company, and such Person shall, after such acquisition by the Company,
become the beneficial owner of any additional shares of the Outstanding
Common Stock or any additional Outstanding Voting Securities and such
beneficial ownership is publicly announced, such additional beneficial
ownership shall constitute a Change in Control;
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(2) individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of such Board; provided that any individual who becomes a director
of the Company subsequent to the date hereof whose election, or nomination
for election by the Company's stockholders, was approved by the vote of at
least a majority of the directors then comprising the Incumbent Board shall
be deemed a member of the Incumbent Board; and provided further, that any
individual who was initially elected as a director of the Company as a
result of an actual or threatened solicitation by a Person other than the
Board for the purpose of opposing a solicitation by any other Person with
respect to the election or removal of directors, or any other actual or
threatened solicitation of proxies or consents by or on behalf of any
Person other than the Board shall not be deemed a member of the Incumbent
Board;
(3) the consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of
the Company (a "Corporate Transaction"); excluding, however, a Corporate
Transaction pursuant to which (i) all or substantially all of the
individuals or entities who are the beneficial owners, respectively, of the
Outstanding Common Stock and the Outstanding Voting Securities immediately
prior to such Corporate Transaction will beneficially own, directly or
indirectly, more than 60% of, respectively, the outstanding shares of
common stock, and the combined voting power of the outstanding securities
entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's
assets either directly or indirectly) in substantially the same proportions
relative to each other as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Common Stock and the Outstanding
Voting Securities, as the case may be, (ii) no Person (other than: the
Company; any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company; the
corporation resulting from such Corporate Transaction; and any Person which
beneficially owned, immediately prior to such Corporate Transaction,
directly or indirectly, 30% or more of the Outstanding Common Stock or the
Outstanding Voting Securities, as the case may be) will beneficially own,
directly or indirectly, 30% or more of, respectively, the outstanding
shares of common stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the outstanding securities of
such corporation entitled to vote generally in the election of directors
and (iii) individuals who were members of the Incumbent Board will
constitute at least a majority of the members of the board of directors of
the corporation resulting from such Corporate Transaction; or
(4) the consummation of a plan of complete liquidation or
dissolution of the Company.
3.8 NO RIGHT OF CONTINUED SERVICE. Neither this Plan nor any
option granted hereunder shall confer upon any person any right to
continued services as a director of the Company, any Subsidiary or any
affiliate of the Company.
3.9 RIGHTS AS STOCKHOLDER. No person shall have any right as a
stockholder of the Company with respect to any shares of Common Stock which
are subject to an option hereunder until such person becomes a stockholder
of record with respect to such shares of Common Stock.
3.10 DESIGNATION OF BENEFICIARY. Each optionee may file with the
Committee a written designation of one or more persons as such optionee's
beneficiary or beneficiaries (both primary and contingent) in the event of
the optionee's death. To the extent an outstanding option granted
hereunder is exercisable, such beneficiary or beneficiaries shall be
entitled to exercise such option.
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Each beneficiary designation shall become effective only when filed
in writing with the Committee during the optionee's lifetime on a form
prescribed by the Committee. The spouse of a married optionee domiciled in
a community property jurisdiction shall join in any designation of a
beneficiary other than such spouse. The filing with the Committee of a new
beneficiary designation shall cancel all previously filed beneficiary
designations.
If an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
option hereunder held by such optionee, to the extent exercisable, may be
exercised by such optionee's executor, administrator, legal representative
or similar person.
3.11 GOVERNING LAW. This Plan, each option hereunder and the
related Agreement, and all determinations made and actions taken pursuant
thereto, to the extent not otherwise governed by the Internal Revenue Code
of 1986, as amended, or the laws of the United States, shall be governed by
the laws of the State of Delaware and construed in accordance therewith
without giving effect to principles of conflicts of laws.
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