EXHIBIT 10K
MICRO COMPONENT TECHNOLOGY, INC.
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(AS AMENDED THROUGH APRIL 29, 1999)
ARTICLE I
PURPOSE
The purpose of this Plan is to provide a means whereby Micro
Component Technology, Inc. (the "Company") may be able, by granting options to
purchase shares of the Company's Common Stock ("Common Stock"), to attract and
retain qualified outside (non-employee) directors, and to motivate such
directors, through an increased personal interest in the Company, to exert their
best efforts on behalf of the Company, and thus to advance the interests of the
Company and its shareholders.
ARTICLE II
RESERVATION OF SHARES
A total of 300,000 shares of authorized but unissued Common Stock is
reserved for issue upon the exercise of options granted under the Plan. If any
option expires or terminates for any reason without having been exercised in
full, the unpurchased shares covered thereby shall become available for
additional options which may be issued to persons eligible under the Plan so
long as it remains in effect. Shares reserved for issue as provided herein shall
cease to be reserved upon termination of the Plan.
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ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Company. The Board shall have full power to construe and interpret the Plan and
to establish and amend rules and regulations for its administration, subject to
the express provisions of the Plan. The Board may grant options under the Plan
to any director who is not an employee of the Company.
ARTICLE IV
GRANT OF OPTIONS
Each person who becomes an outside director of the Company after
this Plan becomes effective shall automatically be granted an option to purchase
10,000 shares of Common Stock immediately upon first being appointed or elected
as a director of the Company. Beginning in the 1996 calendar year, each outside
director shall also automatically be granted an option to purchase 10,000 shares
of Common Stock immediately upon each re-election as a director, or on the
anniversary of the prior year's grant in any year in which there is no meeting
of the shareholders at which directors are elected. In no event shall a director
receive more than one grant in any fiscal year.
ARTICLE V
PRICE
The option price per share of Common Stock, to be determined from
time to time by the Board, shall be not less than the fair market value of such
stock on the date an option to purchase
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the same is granted. The fair market value of the Common Stock as of any date
shall be equal to the closing sale price of the Common Stock on the next
preceding trading date as reported by the NASDAQ Small Cap Market or National
Market System, or any other market, system or exchange on which a majority of
the trades in the Common Stock occur.
ARTICLE VI
CHANGES IN PRESENT STOCK
In the event of a recapitalization, merger, consolidation,
reorganization, stock dividend, stock split or other change in capitalization
affecting the Company's present capital stock, appropriate adjustment may be
made by the Board in the number and kind of shares and the option price of
shares which are or may become subject to options granted or to be granted
hereunder.
ARTICLE VII
EXERCISE OF OPTIONS
An optionee shall exercise an option by delivery of a signed,
written notice to the Company, specifying the number of shares to be purchased,
together with payment of the full purchase price for the shares. The Company may
accept payment from a broker on behalf of the optionee and may, upon receipt of
signed, written instructions from the optionee, deliver the shares directly to
the broker. The date of receipt by the Company of the final item required under
this paragraph shall be the date of exercise of the option.
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ARTICLE VIII
OPTION PROVISIONS
Each option granted under the Plan shall be evidenced by a Stock
Option Agreement executed by the Company and the optionee, and shall be subject
to the following terms and conditions, and such other terms and conditions as
may be prescribed by the Board:
(a) Payment. The full purchase price of the shares acquired upon
exercise of any option shall be paid in cash, by certified or cashier's check,
or in the form of shares of Common Stock with a fair market value equal to the
full purchase price and free and clear of all liens and encumbrances.
(b) Exercise Period. The period within which an option must be
exercised shall be the earlier of (i) ten years from the date of grant thereof,
or (ii) the date which is one year after the director ceases to be a director
for any reason. An option may not be exercised during the first year after the
date of grant. The option shall become exercisable to the extent of 50 percent
of the shares on the first anniversary of the date of grant and 100 percent of
the shares on the second anniversary of the date of grant, provided the optionee
is still a director on each such anniversary date. To the extent exercisable, an
option may be exercised in whole or in part.
A director who voluntarily declines to stand for re-election after
the age of 60 shall not be required to exercise his or her options within one
year after he or she ceases to be a director and shall continue to vest in his
or her options after he or she ceases to be a director. In no event
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shall any of such director's options be exercisable more than ten years after
the date of grant thereof.
Outstanding options shall become immediately exercisable in full in
the event that the Company is acquired by merger, purchase of all or
substantially all of the Company's assets, or purchase of a majority of the
outstanding stock by a single party or a group acting in concert.
(c) Rights of Optionee Before Exercise. The holder of an option
shall not have the rights of a stockholder with respect to the shares covered by
his or her option until such shares have been issued to him or her upon exercise
of an option.
(d) Non-transferability of Option. No option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution, and each option shall be exercisable during the optionee's
lifetime only by the optionee. In the event of the death of an optionee, the
option, or any portion thereof, may be exercised to the extent the optionee was
entitled to do so at the time of his or her death, by his or her personal
representative.
ARTICLE IX
RESTRICTIONS ON TRANSFER
During any period in which the offering of the shares under the Plan
is not registered under federal and state securities laws, the optionees shall
agree in the Stock Option Agreements
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that they are acquiring shares under the Plan for investment purposes, and not
for resale, and that the shares cannot be resold or otherwise transferred except
pursuant to registration or unless, in the opinion of counsel for the Company,
registration is not required.
Any restrictions upon shares acquired upon exercise of an option
pursuant to the Plan and the Stock Option Agreement shall be binding upon the
optionee and his or her heirs, executors, and administrators. Any stock
certificate issued under the Plan which is subject to restrictions shall be
endorsed so as to refer to the restrictions on transfer imposed by the Plan and
by applicable securities laws.
ARTICLE X
EFFECTIVE DATE AND DURATION
The plan shall become effective as of February 15, 1996, and shall
continue in effect until February 15, 2006, unless earlier terminated by the
Board of Directors pursuant to Article XI.
ARTICLE XI
AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors of the Company may at any time terminate the
Plan, or make such modifications of the Plan as it shall deem advisable,
provided that the provisions relating to timing of option grants, size of
grants, and exercise price cannot be amended more than once in any six-month
period. In addition, the Board may not terminate the Plan or any options granted
thereunder at the time of a merger or other acquisition of the Company, or
within six months
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thereafter, without the consent of the optionees. No termination or amendment of
the Plan may, without the consent of the optionees to whom any options shall
theretofore have been granted, adversely affect the rights of such optionees
under such options. Any option granted prior to the expiration or termination of
the Plan shall continue in effect according to its terms.
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