EXHIBIT 99.1
CITADEL HOLDING CORPORATION
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
Section 1. PURPOSE OF PLAN
The purpose of this 1996 Nonemployee Director Stock Option Plan
("Plan") of Citadel Holding Corporation, a Delaware corporation (the "Company"),
is to enable the Company and its subsidiaries to attract, retain and motivate
its nonemployee directors and further align their interests with those of the
stockholders of the Company by providing for or increasing the proprietary
interests of such directors in the Company.
SECTION 2. NONEMPLOYEE DIRECTOR OPTIONS
(a) Subject to terms and provisions hereof, on October 3, 1996 (the
"Incumbent Date of Grant") each director of the Company who is not an employee
or officer of the Company or any of its affiliates (for this purpose the
Chairman of the Board and the Principal Accounting Officer shall be deemed
officers of the Company) (a "Nonemployee Director") who is then incumbent at the
effective date of the Plan (the "Incumbent Nonemployee Directors"), consisting
of Ronald I. Simon and Alfred Villasenor, shall receive immediately vested
options (the "Incumbent Nonemployee Director Option") to purchase 10,000 shares
of common stock, par value $.01 per share, of the Company (the "Common Shares")
at an exercise price of $3.00 per share
(b) Subject to the other terms and provisions hereof, upon the date
(each, a "New Date of Grant") as of which a Nonemployee Director not currently
serving on the Board of Directors (a "New Nonemployee Director") becomes a new
member of the Board of Directors, such New Nonemployee Director shall
automatically be granted immediately vested options (a "New Nonemployee Director
Option") to purchase 10,000 Common Shares at an exercise price that is greater
or less than the Fair Market Value per Common Share on the New Date of Grant by
an amount equal to the amount by which $3.00 per share is greater or less than
the Fair Market Value per Common Share on the Incumbent Date of Grant.
(c) If, on any date upon which New Nonemployee Director Options are to
be automatically granted pursuant to Section 2(b), the number of Common Shares
remaining available for option under this Plan is insufficient for the grant to
each New Nonemployee Director of a New Nonemployee Director Option to purchase
the entire number of Common Shares specified in this Section 2, then a New
Nonemployee Director Option to purchase a proportionate amount of such available
number of Common Shares (rounded to the nearest whole share) shall be granted to
each New Nonemployee Director on such date.
(d) Each Nonemployee Director Option granted under this Plan shall
expire upon the first to occur of the following:
(i) The first anniversary of the date upon which the optionee
shall cease to be a Nonemployee Director as a result of death or total
disability;
(ii) The 30th day after the date upon which the optionee shall
cease to be a Nonemployee Director for any reason other than death or total
disability;
(iii) The tenth anniversary of the New Date of Grant, or the
Incumbent Date of Grant, as the case may be, of such Nonemployee Director
Option.
(e) Payment of the exercise price of any Nonemployee Director Option
granted under this Plan shall be made in full in cash concurrently with the
exercise of such Nonemployee Director Option; provided, however, that, the
payment of such exercise price may instead be made:
(i) in whole or in part, with Common Shares delivered
concurrently with such exercise (such shares to be valued on the basis of
the Fair Market Value of such shares on the date of such exercise),
provided that the Company is not then prohibited from purchasing or
acquiring Common Shares; and/or
(ii) in whole or in part, by the delivery, concurrently with
such exercise and in accordance with Section 220.3(e)(4) of Regulation T
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), of a properly executed exercise notice for such
Nonemployee Director Option and irrevocable instructions to a broker
promptly to deliver to the Company a specified dollar amount of the
proceeds of a sale of or a loan secured by the Common Shares issuable upon
exercise of such Nonemployee Director Option.
(f) For purposes of this Section 2, the "Fair Market Value" of a
Common Share or other security on any date (the "Determination Date") shall be
equal to the average of the closing prices per Common Share or unit of such
other security on the ten trading days immediately preceding the Determination
Date on which trades in the Common Shares occurred, as reported in The Wall
Street Journal, Western Edition, or, if no closing price was so reported for any
of such days, the average of the high bid and low asked prices per Common Share
or unit of such other security on the ten trading days immediately preceding the
Determination Date in the over-the-counter market, as reported by a national
quotation system then in use, or, if the Common Shares or such other security
were not quoted by any such organization on such days, the average of the
closing bid and asked prices on such days as furnished by a professional market
maker making a market in the Common Shares or such other security selected by
the Board.
(g) All outstanding Nonemployee Director Options theretofore granted
under this Plan shall terminate upon the first to occur of the following:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger or consolidation of the Company as
a result of which the outstanding securities of the class then subject to
such outstanding Nonemployee Director Options are exchanged for or
converted into cash, property and/or securities not issued by the Company,
unless the terms of such reorganization, merger or consolidation shall
provide otherwise; or
(iii) the sale of substantially all of the property and assets
of the Company.
(h) Each Nonemployee Director Option shall be nontransferable by the
optionee other than by will or the laws of descent and distribution, and shall
be exercisable during the optionee's lifetime only by the optionee or the
optionee's guardian or legal representative.
(i) Nonemployee Director Options are not intended to qualify as
Incentive Stock Options.
(j) Notwithstanding any other provision of this Plan, no person shall
be granted a Nonemployee Director Option and no person shall be entitled to
exercise any rights with respect to a Nonemployee Director Option previously
granted if such grant or exercise would violate any provision of the certificate
of incorporation of the Company, or would violate any additional restriction set
forth in the agreement evidencing such Nonemployee Director Option. Any grant
or exercise of a Nonemployee Director Option in violation of this paragraph (j)
shall be void ab initio and shall not be effective to convey any rights to the
-- ------
person purporting to receive such Nonemployee Director Option or exercise such
rights. The Company may require recipients of Nonemployee Director Options to
make such representations and enter into such covenants as are reasonably deemed
necessary in order to ensure that the grant or exercise of rights with respect
to Nonemployee Director Options will not result in a violation of this paragraph
(j).
SECTION 3. STOCK SUBJECT TO PLAN
(a) The aggregate number of Common Shares that may be issued pursuant
to all Nonemployee Director Options granted under this Plan shall not exceed
300,000, subject to adjustment as provided in Section 6 hereof.
(b) For purposes of Section 3(a) hereof, the aggregate number of
Common Shares issued and issuable pursuant to all Nonemployee Director Options
granted under this Plan shall at any time be deemed to be equal to the sum of
the following:
(i) the number of Common Shares which were issued prior to such
time pursuant to Nonemployee Director Options granted under this Plan,
other than Common Shares which were subsequently reacquired by the Company
pursuant to the terms and conditions of such Nonemployee Director Options
and with respect to which the holder thereof received no benefits of
ownership such as dividends; plus
(ii) the number of Common Shares which were otherwise issuable
prior to such time pursuant to Nonemployee Director Options granted under
this Plan, but which were withheld by the Company as payment of the
purchase price of the Common Shares issued pursuant to such Nonemployee
Director Options or as payment of the recipient's tax withholding
obligation with respect to such issuance; plus
(iii) the maximum number of Common Shares which are or may be
issuable at or after such time pursuant to Nonemployee Director Options
granted under this Plan prior to such time.
SECTION 4. DURATION OF PLAN
No Nonemployee Director Options shall be granted under this Plan after
October 3, 2006. Although Common Shares may be issued after October 3, 2006
pursuant to Nonemployee Director Options granted prior to such date, no Common
Shares shall be issued under this Plan after October 3, 2016.
SECTION 5. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by the Board.
(b) Subject to the provisions of this Plan, the Board shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to
this Plan;
(ii) determine which persons are Nonemployee Directors;
(iii) determine the exercise price of Nonemployee Director
Options in accordance with the terms of this Plan;
(iv) determine whether, and the extent to which, adjustments are
required pursuant to Section 6 hereof; and
(v) interpret and construe this Plan and the terms and
conditions of all Nonemployee Director Options granted hereunder.
SECTION 6. ADJUSTMENTS
If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or
securities are distributed in respect of such outstanding securities, in either
case as a result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, partial or complete liquidation, stock split,
reverse stock split or the like, or if substantially all of the property and
assets of the Company are sold, then, unless the terms of such transaction shall
provide otherwise, the Board shall make appropriate and proportionate
adjustments in (a) the number and type of shares or other securities or cash or
other property that may be acquired pursuant to Nonemployee Director Options
theretofore granted under this Plan and (b) the maximum number and type of
shares or other securities that may be issued pursuant to Nonemployee Director
Options thereafter granted under this Plan.
SECTION 7. AMENDMENT AND TERMINATION OF PLAN
The Board may amend or terminate this Plan at any time and in any
manner, subject to the following limitations:
(a) no such amendment or termination shall deprive the recipient of
any Nonemployee Director Option theretofore granted under this Plan, without the
consent of such recipient, of any of his or her rights thereunder or with
respect thereto; and
(b) Section 2 hereof 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 Security Act, or the rules thereunder.
SECTION 8. EFFECTIVE DATE OF PLAN
This Plan shall be effective as of October 3, 1996, the date upon
which it was approved by the Board.
SECTION 9. INTERPRETATION OF PLAN
With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Plan administrators fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Plan administrators. It is contemplated that should the
Board decide to qualify a specific Nonemployee Director Option as exempt under
Rule 16b-3 of the Exchange Act, the Board will approve the terms of such
Nonemployee Director Option prior to the grant thereof.