METTLER-TOLEDO INTERNATIONAL INC.
1997 AMENDED AND RESTATED
STOCK OPTION PLAN
ARTICLE 1
GENERAL
1.1 Purpose. The purpose of this Mettler-Toledo International Inc.
Stock Option Plan (the "Plan") is to provide for certain key employees
and/or directors of Mettler-Toledo International Inc., a Delaware
corporation ("MTI"), its successors and assigns and its subsidiaries and
affiliates (MTI and such other entities, collectively, the "Company"), an
incentive (i) to join and/or remain in the service of the Company, (ii) to
maintain and enhance the long-term performance and profitability of the
Company and (iii) to acquire a proprietary interest in the success of the
Company. The grant and exercise of options under the Plan is intended to
meet the requirements of Rule 16b-3 of the 1934 Act (as hereinafter
defined) at all times during which the Company and its Insiders (as
hereinafter defined) are subject to the requirements of Section 16 of the
1934 Act. The Options are intended to be "performance-based" compensation
under Section 162(m)(4)(C) of the Code at all times during which the
deductibility of compensation attributable to Options could be subject to
the deduction limitation of Section 162(m) of the Code.
1.2 Definition of Certain Terms.
(a) "Agreement" means an agreement issued pursuant to Section
2.1.
(b) "Board" means the Board of Directors of MTI.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the Committee appointed to administer the
Plan in accordance with Section 1.3.
(e) "Company" means MTI, a Delaware corporation, its successors
and assigns and its subsidiaries and affiliates.
(f) "Common Stock" means the shares of Common Stock, par value
$.Ol per share, of MTI and, subject to Section 2.5, any other shares into
which such common stock shall thereafter be exchanged by reason of a
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or the like. All shares of Class A common stock of MTI underlying
previous grants of options will be deemed to be an equivalent number of
shares OF Common Stock pursuant to this Plan.
(g) "Date of Grant" means the date as of which an Option is
granted by the Committee under an Agreement.
(h) "Fair Market Value" per share as of a particular date means
(i) the closing sales price per share of Common Stock on the national
securities exchange on which the Common Stock is principally traded for the
last date (including the Date of Grant) on which there was a sale of such
Common Stock on such exchange, or (ii) if the shares of Common Stock are
not then traded on a national securities exchange, the average of the
closing bid and asked prices for the shares of Common Stock in the
over-the-counter market on which the Common Stock is principally traded for
the last date (including the Date of Grant) on which there was a sale of
such Common Stock in such market, or (iii) if the shares of Common Stock
are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee, in its sole
discretion, shall determine.
(i) "Insider" means an insider as so defined for purposes of
Section 16 of the 1934 Act.
(j) "Option" means a "nonqualified" stock option, as described in
Section 1.5, granted under the Plan.
(k) "Optionee" means an employee or director of the Company who
has been awarded any Option under this Plan.
(1) The terms "parent corporation" and "subsidiary corporation"
as used herein shall have the meaning given those terms in Code Section
424(e) and (f), respectively. A corporation shall be deemed a parent or a
subsidiary only for such periods during which the requisite ownership
relationship is maintained.
(m) "Plan" means this Mettler-Toledo International Inc. 1997
Amended and Restated Stock Option Plan and any predecessor plan.
(n) "Termination With Cause," with respect to any Optionee, means
termination by the Company of such Optionee's employment or directorship
for: (i) misappropriation of corporate funds, (ii) conviction of a felony
or a crime involving moral turpitude, (iii) failure to comply with
directions of the Chief Executive Officer of the Company or other superiors
of the Optionee or the Board of Directors of the Company, or (iv) gross
negligence or willful misconduct.
(o) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
1.3 Administration.
(a) Subject to Section 1.3(e), the Plan shall be administered by
a committee of the Board which shall consist of at least two members of the
Board and which shall have the power of the Board to authorize awards under
the Plan. At all times during which MTI and its Insiders are subject to the
requirements of Section 16 of the 1934 Act, all members of the Committee
shall be "Non-Employee Directors" as described in Rule 16b-3 of the 1934
Act. All members of the Committee or a subcommittee thereof shall be
"outside directors" for purposes of Section 162(m) of the Code with respect
to Optionees whose compensation may be subject to the deductibility
limitation of Section 162(m) of the Code. The members of the Committee
shall be appointed by, and may be changed from time to time in the
discretion of, the Board.
(b) The Committee shall have the authority (i) to exercise all of
the powers granted to it under the Plan, (ii) to construe, interpret and
implement the Plan and any Agreement executed pursuant to Section 2.1,
(iii) to prescribe, amend and rescind rules and regulations relating to the
Plan, (iv) to make all determinations necessary or advisable in
administering the Plan, (v) to correct any defect, supply any omission and
reconcile any inconsistency in the Plan and (vi) to grant Options on such
terms, not inconsistent with the Plan, as it shall determine.
(c) The determination of the Committee on all matters relating to
the Plan or any Agreement shall be conclusive.
(d) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
thereunder.
(e) Notwithstanding anything to the contrary contained herein,
the Board may, in its sole discretion, at any time and from time to time,
resolve to administer the Plan. In such event, the term "Committee" as used
herein shall be deemed to mean the Board.
1.4 Persons Eligible for Awards. Awards under the Plan may be made
from time to time to such key employees and directors of the Company as the
Committee shall in its sole discretion select, provided, however, that
subject to Section 3.4, the Committee may not award Options to any such
employee with respect to more than 2,110,323 shares of Common Stock in any
fiscal year during the term of the Plan. The Committee may condition the
grant of Options on the prospective Optionee owning shares of Common Stock.
1.5 Types of Awards Under the Plan. Awards may be made under the Plan
in the form of stock options which shall be "nonqualified" stock options,
all as more fully set forth in Article 2.
1.6 Shares Available for Awards.
(a) Subject to Section 3.4 (relating to adjustments upon changes
in capitalization), as of any date the total number of shares of Common
Stock with respect to which Options may be granted under the Plan shall be
equal to the excess (if any) of (i) 6,368,445 shares over (ii) the sum of
(A) the number of shares subject to outstanding Options granted under the
Plan and (B) the number of shares previously issued pursuant to the
exercise of Options granted under the Plan. In accordance with (and without
limitation upon) the preceding sentence, but subject to the requirements of
Rule 16b-3 of the 1934 Act, if applicable, shares of Common Stock covered
by Options granted under the Plan which expire or terminate for any reason
shall again become available for award under the Plan.
(b) Shares that are issued upon the exercise of Options awarded
under the Plan shall be authorized and unissued or treasury shares of
Common Stock.
(c) Without limiting the generality of the preceding provisions
of this Section 1.6, the Committee may, but solely with the Optionee's
consent, agree to cancel any award of Options under the Plan and issue new
options in substitution therefor, provided that the Options as so
substituted shall satisfy all of the requirements of the Plan as of the
date such new Options are awarded.
1.7 Option Price. Except as the Committee may otherwise provide, the
exercise price of each share of Common Stock subject to an Option shall not
be less than 100% of the Fair Market Value of a share of Common Stock as of
the Date of Grant.
ARTICLE 2
STOCK OPTIONS
2.1 Agreements Evidencing Stock Options.
(a) options awarded under the Plan shall be evidenced by
Agreements which shall not be inconsistent with the terms and provisions of
the Plan, and which shall contain such provisions as the Committee may in
its sole discretion deem necessary or desirable. Without limiting the
generality of the foregoing, the Committee may in any Agreement impose such
restrictions or conditions upon the exercise of such Option or upon the
sale or other disposition of the shares of Common Stock issuable upon
exercise of such Option as the Committee may in its sole discretion
determine. By accepting an award pursuant to the Plan each Optionee shall
thereby agree that each such award shall be subject to all of the terms and
provisions of the Plan, including, but not limited to, the provisions of
Section 1.3(d).
(b) Each Agreement shall set forth the number of shares of Common
Stock subject to the Option granted thereby.
(c) Each Agreement relating to Options shall set forth the amount
payable by the Optionee to MTI upon exercise of the option evidenced
thereby, subject to adjustment by the Committee to reflect changes in
capitalization as contemplated by Section 3.4.
2.2 Term of Options.
(a) Each Agreement shall set forth the period during which the
Option evidenced thereby shall be exercisable, whether in whole or in part,
and any vesting provisions applicable to the Option, such terms to be
determined by the Committee in its discretion.
(b) Each Agreement shall set forth such other terms and
conditions, not inconsistent with the terms of the Plan, as the Committee
shall deem appropriate.
2.3 Exercise of Options. Subject to the provisions of this Article 2, each
Option granted under the Plan shall be exercisable as follows:
(a) An Option shall become exercisable at such times and subject
to such conditions as the applicable Agreement or the Committee may
provide.
(b) Unless the applicable Agreement otherwise provides, an Option
granted under the Plan may be exercised from time to time as to all or part
of the shares as to which such Option shall then be exercisable.
(c) An Option shall be exercised by the filing of a written
notice of exercise with MTI, on such form and in such manner as the
Committee shall in its sole discretion prescribe.
(d) Any written notice of exercise of an Option shall be
accompanied by payment of the exercise price for the shares being
purchased. Except as the Committee may otherwise provide, such payment
shall be made by certified or official bank check payable to MTI (or the
equivalent thereof, including shares of Common Stock, as may be acceptable
to the Committee). As soon as practicable after receipt of such payment,
MTI shall deliver to the Optionee a certificate or certificates for the
shares of Common Stock so purchased.
2.4 Termination of Options.
(a) Notwithstanding anything to the contrary in this Plan, except
as the Agreement or the Committee may otherwise provide and as set forth in
Section 2.4(b) and Section 2.4(d), Options granted to an Optionee (and
already vested but not yet exercised) shall terminate on the date which is
45 days after termination of his employment with the Company for any reason
(other than death or disability, in which case the Options shall terminate
on the date which is 180 days after the date of such termination), which
termination shall be deemed to occur on the last day of Optionee's
employment with the Company.
(b) Notwithstanding anything to the contrary in this Plan, all
Options granted to an Optionee shall immediately expire and cease to be
exercisable and all rights granted to an Optionee under this Plan and such
Optionee's Agreement shall immediately expire in the event of a Termination
With Cause of the Optionee by the Company at any time.
(c) Unless the applicable Agreement or the Committee expressly
provides otherwise, Options awarded to Optionees under the terms of the
Plan will be exercisable only in accordance with the following vesting
schedule:
Cumulative
Percentage of
Applicable Date Total Shares
--------------- ------------
On the first anniversary
of the Date of Grant 20%
on the second anniversary
of the Date of Grant 40%
on the third anniversary
of the Date of Grant 60%
on the fourth anniversary
of the Date of Grant 80%
on the fifth anniversary
of the Date of Grant 100%
The Committee may modify this vesting schedule in any manner that it deems
appropriate in any Agreement or otherwise, and may provide different
vesting schedules in different Agreements in its sole discretion. Except as
set forth in an Agreement or as the Committee in its sole discretion may
determine, in the event that an Optionee's employment with the Company is
terminated for any reason prior to the date on which the Optionee's right
to exercise the Options has fully vested pursuant to this Section 2.4(c),
the Options will immediately cease to be exercisable with respect to any
and all shares which have not vested as of the date of such termination.
2.5 IN THE EVENT of a Non-Control Transaction (as hereinafter
defined), (A) all outstanding Options shall remain outstanding and subject
to the terms and conditions of the Plan, including the vesting schedule
contained in Section 2.4(c), and (B) each Optionee shall be entitled to
receive in respect of each share of Common Stock subject to the option,
upon exercise of such Option after the vesting thereof, the same amount and
kind of stock, securities, cash, property or other consideration that each
holder of a share of Common Stock was entitled to receive in the
Non-Control Transaction in respect of a share. Unless otherwise determined
by the Committee coincident with the grant of an Option or subsequently, in
the event of a Transaction (as hereinafter defined), each outstanding
Option shall vest, and, as of the date of the occurrence of the Transaction
(the "Transaction Date"), the Company shall have the right to cancel any or
all Options which have not been exercised as of the Transaction Date,
subject to the payment of the purchase price described below. The purchase
price payable by the Company to the Optionee upon the cancellation of each
vested and non-vested but unexercised Option will be the Fair Market Value
of the Common Stock underlying each such Option determined as of the
Transaction Date less the aggregate exercise price of each such Option.
A "Transaction" shall mean the occurrence during the term of the Plan
of:
(a) An acquisition (other than directly from MTI) of any voting
securities of MTI (the "Voting Securities") by any "Person" (as the term
person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), immediately after
which such Person has "Beneficial Ownership" (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more
of the then outstanding shares of Common Stock or the combined voting power
of MTI's then outstanding Voting Securities; provided, however, in
determining whether a Transaction has occurred, shares of Common Stock or
Voting Securities which are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an acquisition which would cause
a Transaction. A "Non-Control Acquisition" shall mean an acquisition by (i)
an employee benefit plan (or a trust forming a part thereof) maintained by
(A) MTI or (B) any corporation or other Person of which a majority of its
voting power or its voting equity securities or equity interest is owned,
directly or indirectly, by MTI (for purposes of this definition, a
"Subsidiary"), (ii) MTI or its Subsidiaries, (iii) any Person in connection
with a "Non-Control Transaction" (as hereinafter defined), or (iv) AEA
Investors Inc. alone or in concert with any other Person;
(b) The individuals who, as of the effective date of the Plan,
are members of the Board of Directors of MTI (the "Incumbent Board"),
ceasing for any reason to constitute at least two-thirds of the members of
the Board of Directors; provided, however, that if the election, or
nomination for election by MTI's common stockholders, of any new director
was approved by a vote of at least two-thirds of the Incumbent Board, such
new director shall, for purposes of this Plan, be considered as a member of
the Incumbent Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election
Contest" (as described in Rule 14a-11 promulgated under the Exchange Act)
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board of Directors (a "Proxy Contest")
including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization with or
into MTI or in which securities of MTI are issued, unless
such merger, consolidation or reorganization is a
"Non-Control Transaction."
A "Non-Control Transaction" shall mean a merger, consolidation or
reorganization with or into MTI or in which securities of MTI are issued
where:
(A) the stockholders of MTI, immediately before such merger,
consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or
reorganization, at least fifty and one-tenth percent (50.1%) of
the combined voting power of the outstanding voting securities of
the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the
same proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or reorganization,
(B) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for
such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the
Surviving Corporation, or a corporation beneficially directly or
indirectly owning a majority of the Voting Securities of the
Surviving Corporation, and
(C) no Person other than (i) MTI, (ii) any Subsidiary, (iii)
any employee benefit plan (or any trust forming a part thereof)
that, immediately prior to such merger, consolidation or
reorganization, was maintained by MTI or any Subsidiary, or (iv)
AEA Investors Inc. alone or in concert with any other person, has
Beneficial Ownership of twenty percent (20%) or more of the
combined voting power of the Surviving Corporation's then
outstanding voting securities or its common stock.
(ii) A complete liquidation or dissolution of MTI; or
(iii) The sale or other disposition of all or
substantially all of the assets of MTI to any Person (other
than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Transaction shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the then outstanding shares
of Common Stock or Voting Securities as a result of the acquisition of
shares of Common Stock or Voting Securities by MTI which, by reducing the
number of shares of Common Stock or Voting Securities then outstanding,
increases the proportional number of shares Beneficially Owned by the
Subject Persons, provided that if a Transaction would occur (but for the
operation of this sentence) as a result of the acquisition of shares of
Common Stock or Voting Securities by MTI, and after such share acquisition
by MTI, the Subject Person becomes the Beneficial Owner of any additional
shares of Common Stock or Voting Securities which increases the percentage
of the then outstanding shares of Common Stock or Voting Securities
Beneficially Owned by the Subject Person, then a Transaction shall occur.
2.6 Rule 16b-3. Notwithstanding anything in the Plan to the contrary,
the Plan shall be administered, and Options shall be granted and exercised,
in accordance with the 1934 Act and, specifically, Rule 16b-3 thereof.
ARTICLE 3
MISCELLANEOUS
3.1 Amendment of the Plan; Modification of Awards.
(a) The Board may, without stockholder approval, from time to
time suspend or discontinue the Plan or revise or amend it in any respect
whatsoever, provided that no such amendment shall adversely alter or impair
any rights or obligations under any award theretofore made under the Plan
without the consent of the person to whom such award was made, provided,
further, that an amendment (i) that increases the total number of shares of
Common Stock with respect to which Options may be granted under the Plan
pursuant to Section 1.6(a) hereof (other than an increase pursuant to
Section 3.4 hereof) or (ii) which requires holder approval in order for the
Plan to continue to comply with any law, regulation or stock exchange
requirement, shall not be effective unless approved by the requisite vote
of stockholders.
(b) With the consent of the Optionee and subject to the terms and
conditions of the Plan (including Section 3.1(a)), the Committee may amend
outstanding Agreements with such Optionee, for example, to (i) accelerate the
time or times at which an Option may be exercised or (ii) extend the
scheduled expiration date of the Option.
(c) The Plan amends and restates the existing MT Investors Inc.
Stock Option Plan.
(d) The validity and enforceability of any Options granted under
the Plan prior to any amendment thereof shall not be affected by any such
amendment.
3.2 Nonassignability. Except as the Committee may otherwise provide,
no right granted to any Optionee under the Plan or under any Agreement
shall be assignable or transferable other than by will or by the laws of
descent and distribution. Except as the Committee may otherwise provide,
during the life of the Optionee, all rights granted to the Optionee under
the Plan or under any Agreement shall be exercisable only by him.
3.3 Withholding of Taxes.
(a) The Company shall be entitled to withhold from any payments
to an Optionee an amount sufficient to satisfy any federal, state and other
governmental tax required to be withheld in connection with an Option.
Whenever under the Plan an Option is granted or shares of Common Stock are
to be delivered upon exercise of an Option, the Company shall be entitled
to require as a condition of grant or delivery that the Optionee remit an
amount sufficient to satisfy all federal, state and other governmental tax
withholding requirements related thereto.
3.4 Adjustments Upon Changes in Capitalization. If and to the extent
specified by the Committee, the number of shares of Common Stock or other
stock or securities which may be issued pursuant to the exercise of Options
granted under the Plan and the exercise price of Options may be
appropriately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from the subdivision or combination of
shares of Common Stock or other capital adjustments, or the payment of a
stock dividend after the effective date of this Plan, or other increase or
decrease in the number of such shares of Common Stock effected without
receipt of consideration by MTI; provided, however, that any Options to
purchase fractional shares of Common Stock resulting from any such
adjustment shall be eliminated. Adjustments under this Section 3.4 shall be
made by the Committee, whose determination as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive.
3.5 Right of Discharge Reserved. Nothing in this Plan or in any
Agreement shall confer upon any employee or other person the right to
continue in the employment or service of the Company or affect any right
which the Company may have to terminate the employment or service of such
employee or other person.
3.6 No Rights as a Stockholder. No Optionee or other person holding an
Option shall have any of the rights of a stockholder of MTI with respect to
shares subject to an Option until the issuance of a stock certificate to
him for such shares. Except as otherwise provided in Section 3.4 no
adjustment shall be made for dividends, distributions or other rights
(whether ordinary or extraordinary, and whether in cash, securities or
other property) for which the record date is prior to the date such stock
certificate is issued.
3.7 Nature of Payments.
(a) any and all payments of shares of Common Stock or cash
hereunder shall be granted, transferred or paid in consideration of
services performed by the Optionee for the Company.
(b) All such grants, issuances and payments shall constitute a
special incentive payment to the Optionee and shall not, unless otherwise
determined by the Committee or by local law, be taken into account in
computing the amount of salary or compensation of the Optionee for the
purposes of determining any pension, retirement, death or other benefits
under (i) any pension, retirement, life insurance or other benefit plan of
the Company or (ii) any agreement between the Company and the Optionee.
3.8 Non-Uniform Determinations.
The Committee's determinations under the Plan need not be uniform
and may be made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan (whether or not such persons are
similarly situated). Without limiting the generality of the foregoing, the
Committee shall be entitled, among other things, to make non-uniform and
selective determinations, and to enter into non-uniform and selective
Agreements, as to (i) the persons to receive awards under the Plan, and
(ii) the terms and provisions of awards under the Plan.
3.9 Other Payments or Awards. Nothing contained in the Plan shall be
deemed in any way to limit or restrict the Company or the Committee from
making any award or payment to any person under any other plan, arrangement
or understanding, whether now existing or hereafter in effect.
3.10 Restrictions.
(a) If the Committee shall at any time determine that any Consent
(as hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any award under the Plan, the issuance or
purchase of shares or other rights thereunder or the taking of any other
action thereunder (each such action being hereinafter referred to as a
"Plan Action"), then such Plan Action shall not be taken, in whole or in
part, unless and until such Consent shall have been effected or obtained to
the full satisfaction of the Committee. Without limiting the generality of
the foregoing, if (i) the Committee is entitled under the Plan to make any
payment in cash, Common Stock or both, and (ii) the Committee determines
that a Consent is necessary or desirable as a condition of, or in
connection with, payment in any one or more of such forms, the Committee
shall be entitled to determine not to make any payment whatsoever until
such Consent shall have been obtained in the manner aforesaid.
(b) The term "Consent" as used herein with respect to any Plan
Action means (i) any and all listings, registrations or qualifications in
respect thereof upon any securities exchange or under any federal, state or
local law, rule or regulation, (ii) any and all written agreements and
representations by the grantee with respect to the disposition of shares,
or with respect to any other matter, which the Committee shall deem
necessary or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the
requirement that any such listing, qualification or registration be made
and (iii) any and all consents, clearances and approvals in respect of a
Plan Action by any governmental or other regulatory bodies.
3.11 Section Headings. The section headings contained herein are for
the purposes of convenience only and are not intended to define or limit
the contents of said sections.
3.12 Interpretation. Unless expressly stated in the relevant
Agreement, each Option is intended to be performance-based compensation
within the meaning of Section 162(m)(4)(C) and the Committee shall
interpret the Plan accordingly.
3.13 Effective Date and Term of Plan.
(a) This Plan shall be adopted and become effective on November
19, 1997, subject to approval of the Plan by a majority of the voting
stockholders of MTI.
(b) The Plan shall terminate 10 years after its adoption by the
Board, and no awards shall thereafter be made under the Plan.
Notwithstanding the foregoing, all awards made under the Plan prior to the
date on which the Plan terminates shall remain in effect until such awards
have been satisfied or terminated in accordance with the terms and
provisions of the Plan.