EXHIBIT 10.1
VERONIQUE, INC.
1996 INCENTIVE PLAN
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ARTICLE I
Purpose
The purpose of this Incentive Plan (the "Plan") is to enable Veronique,
Inc. (the "Company") to offer certain employees, directors and consultants of
the Company equity interests in the Company and other incentive awards, thereby
attracting, retaining and rewarding such persons, and strengthening the
mutuality of interests between such persons and the Company's stockholders.
ARTICLE II
Definitions
For purposes of this Plan, the following terms shall have the following
meanings:
2.1 "AWARD" shall mean an award under this Plan of a Stock Option
or Restricted Stock.
2.2 "BOARD" shall mean the Board of Directors of the Company.
2.3 "CHANGE OF CONTROL" shall mean the occurrence of any one of
the following: (i) the Company enters into an agreement of reorganization,
merger or consolidation pursuant to which it is not the surviving corporation,
(ii) the Company sells substantially all its assets, or (iii) in excess of 50%
of the issued and outstanding shares of Common Stock is acquired, in one
transaction or a series of transactions, by a single purchaser or group of
related purchasers, in any case other than in a transaction that has been
approved by the Board.
2.4 "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
2.5 "COMMITTEE" shall mean the Compensation Committee of the
Board, if such a committee exists, or the Board if there is no Compensation
Committee of the Board.
2.6 "COMMON STOCK" shall mean the Common Stock, par value $.001
per share, of the Company.
2.7 "DISABILITY" shall mean a disability due to any medically
determinable physical or mental impairment that prevents a Participant from
fulfilling the duties that such Participant was performing at the time of the
occurrence of such disability and which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of more than
twelve months, as determined by the Committee in its sole discretion.
2.8 "FAIR MARKET VALUE" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the closing sale price of a share of
Common Stock as reported on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or, if not listed or traded
on any such exchange, the Nasdaq Stock Market, or, if such closing sale price is
not available, the average of the bid and asked price per share on such date as
reported on the Nasdaq Stock Market or by the National Quotation Bureau or the
Electronic Bulletin Board operated by the NASD, or, if such quotations are not
available, the fair market value as determined by the Board, which determination
shall be conclusive.
2.9 "INCENTIVE STOCK OPTION" shall mean any Stock Option awarded
under this Plan intended to be and designated as an "Incentive Stock Option"
within the meaning of Section 422 of the Code.
2.10 "NON-EMPLOYEE DIRECTOR" shall mean a director of the Company
who is not an employee of the Company.
2.11 "NON-QUALIFIED STOCK OPTION" shall mean any Stock Option
awarded under this Plan that is not an Incentive Stock Option.
2.12 "PARTICIPANT" shall mean an employee, a director or a
consultant to whom an Award has been made pursuant to this Plan.
2.13 "RESTRICTED STOCK" shall mean an Award of shares of Common
Stock under this Plan that is subject to restrictions under Article VII.
2.14 "RESTRICTION PERIOD" shall have the meaning set forth in
Section 7.2(c).
2.15 "STOCK OPTION" or "OPTION" shall mean any option to purchase
shares of Common Stock granted pursuant to Article VI or IX.
2.16 "TERMINATION OF SERVICE" shall mean a termination of an
individual's employment, consulting relationship or directorship, as the case
may be, with the Company for reasons other than a military or personal leave of
absence granted by the Company.
ARTICLE III
Administration
3.1 THE COMMITTEE. The Plan shall be administered and interpreted
by the Committee.
3.2 AWARDS. The Committee shall have full authority to grant Stock
Options and Restricted Stock, pursuant to the terms of this Plan, to persons
eligible under Article V. In particular, the Committee shall have the authority:
(a) to select the persons to whom Stock Options and
Restricted Stock may from time to time be granted hereunder;
(b) to determine whether and to what extent Incentive
Stock Options, Non-Qualified Stock Options and Restricted Stock, or any
combination thereof, are to be granted hereunder to one or more persons eligible
to receive Awards under Article V;
(c) to determine the number of shares of Common Stock to
be covered by each such Award granted hereunder; and
(d) to determine the terms and conditions, not
inconsistent with the terms of this Plan, of any Award granted hereunder
(including, but not limited to, the option price, the term of the option, any
restriction or limitation affecting the exercisability or delivery thereof, any
vesting schedule or acceleration thereof, or any forfeiture restrictions or
waiver thereof, regarding any Award and the shares of Common
Stock relating thereto, based on such factors as the Committee shall determine,
in its sole discretion).
3.3 GUIDELINES. Subject to Articles VIII and IX hereof, the
Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing this Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of this
Plan and any Award issued under this Plan (and any agreements relating thereto);
and to otherwise supervise the administration of this Plan. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in this
Plan or in any Award granted in the manner and to the extent it shall deem
necessary to carry this Plan into effect. Notwithstanding the foregoing, no
action of the Committee under this Section 3.3 shall impair the rights of any
Participant without the Participant's consent.
3.4 DECISIONS FINAL. Any decision, interpretation or other action
made or taken in good faith by the Committee arising out of or in connection
with the Plan shall be final, binding and conclusive on the Company, all
Participants and their respective heirs, executors, administrators, successors
and assigns.
ARTICLE IV
Share Limitation
4.1 SHARES. The maximum aggregate number of shares of Common Stock
which may be issued under this Plan shall not exceed 900,000 shares (subject to
any increase or decrease pursuant to Section 4.2) which may be either authorized
and unissued Common Stock or issued Common Stock reacquired by the Company. If
any Option granted under this Plan shall expire, terminate or be cancelled for
any reason without having been exercised in full, the number of unpurchased
shares shall again be available for the purposes of the Plan. If any Award of
Restricted Stock granted under this Plan shall be forfeited without the delivery
of such shares, the shares subject to the Award, to the extent of such
forfeiture, shall again be available for the purposes of the Plan.
4.2 CHANGES. In the event of any merger, reorganization,
consolidation, recapitalization, dividend (other than a dividend or its
equivalent which is credited to a Plan Participant or a regular cash dividend),
stock split, or other change in corporate structure affecting the Common Stock,
such substitution or adjustment shall be made in the maximum aggregate number of
shares which may be issued under this Plan, in the number and option price of
shares subject to outstanding Options granted under this Plan, and in the number
of shares subject to outstanding Awards of Restricted Stock granted under this
Plan, as may be determined to be appropriate by the Committee, in its sole
discretion, PROVIDED that the number of shares subject to any Award shall always
be a whole number, and PROVIDED FURTHER that no such changes shall be made with
respect to Options held by Participants who are Non-Employee Directors.
ARTICLE V
Eligibility
5.1 EMPLOYEES. Officers and other employees of the Company are
eligible to be granted Awards under this Plan.
5.2 CONSULTANTS. Consultants of the Company are eligible to be
granted Awards under this Plan. Consultants who are not employees of the Company
may not be granted Incentive Stock Options.
5.3 DIRECTORS. Directors of the Company are eligible to be granted
Awards under this Plan but Non-Employee Directors are eligible only to the
extent set forth in Article IX. Non-Employee Directors may not be granted
Incentive Stock Options.
ARTICLE VI
Stock Options
6.1 OPTIONS. Each Stock Option granted under this Plan shall be
either an Incentive Stock Option or a Non-Qualified Stock Option.
6.2 GRANTS. The Committee shall have the authority to grant to any
person eligible under Article V one or more Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options. To the extent that
any Stock Option does not qualify as an Incentive Stock Option (whether because
of its provisions or the time or manner of its exercise or otherwise), such
Stock Option or the portion thereof which does not qualify as an Incentive Stock
Option shall constitute a separate Non-Qualified Stock Option.
6.3 INCENTIVE STOCK OPTIONS. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify the Plan under Section
422 of the Code, or, without the consent of the Participants affected, to
disqualify any Incentive Stock Option under such Section 422.
6.4 TERMS OF OPTIONS. Options granted under this Plan shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of this Plan, as the
Committee shall deem desirable:
(a) STOCK OPTION CERTIFICATE. Each Stock Option shall be
evidenced by, and subject to the terms of, a Stock Option Certificate executed
by the Company, in the form of Attachment I hereto. The Stock Option Certificate
shall specify whether the Option is an Incentive Stock Option or a Non-Qualified
Stock Option, the number of shares of Common Stock subject to the Stock Option,
the option price, the option term, and the other terms and conditions applicable
to the Stock Option.
(b) OPTION PRICE. The option price per share of Common
Stock purchasable upon exercise of a Stock Option shall be determined by the
Committee at the time of grant but shall be not less than 100% of the Fair
Market Value of the Common Stock on the date of grant if the Stock Option is
intended to be an Incentive Stock Option and shall not be less than 85% of the
Fair Market Value of the Common Stock on the date of grant if the Stock Option
is intended to be a Non-Qualified Stock Option.
(c) OPTION TERM. The term of each Stock Option shall be
fixed by the Committee, but no Stock Option shall be exercisable more than ten
years after the date it is granted.
(d) EXERCISABILITY. Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at the time of grant, provided that no Stock Option
may be exercised within six months after the date of grant. The Committee may
waive any installment exercise or waiting period provisions, in whole or in
part, at any time, based on such factors as the Committee shall deem appropriate
in its sole discretion.
(e) METHOD OF EXERCISE. Subject to such installment
exercise and waiting period provisions as may be imposed by the Committee, Stock
Options may be exercised in whole or in part at any time during the option term,
by giving written notice of exercise to the Company specifying the number of
shares of Common Stock to be purchased and the option price therefor. Such
notice shall be accompanied by payment in full of the option price in such form
as the Committee may accept and, if requested, by the
representation described in Section 10.4. Unless otherwise determined by the
Committee in its sole discretion at or after grant, payment in full or in part
may be made in the form of Common Stock duly owned by the Participant (and for
which the Participant has good title free and clear of any liens and
encumbrances), based on the Fair Market Value of the Common Stock on the last
trading date preceding payment. Upon payment in full of the option price, as
provided herein, a stock certificate or stock certificates representing the
number of shares of Common Stock to which the Participant is entitled shall be
issued and registered in the name of and delivered to the Participant.
(f) DEATH. Except for Incentive Stock Options subject to
subsection (i) below, if a Participant's employment, consulting relationship or
directorship, as the case may be, with the Company terminates by reason of
death, any Stock Option held by such Participant which was exercisable at the
date of death may be exercised by the legal representative of the Participant's
estate at any time or times for a period of one year from the date of such death
or until the expiration of the stated term of such Stock Option, whichever
period is the shorter.
(g) DISABILITY. Except for Incentive Stock Options
subject to subsection (i) below, if a Participant's employment, consulting
relationship or directorship, as the case may be, with the Company terminates as
the result of a Disability, any Stock Option held by such Participant which was
exercisable on the date of such Termination of Service may thereafter be
exercised by the Participant at any time or times for a period of one year from
the date of such Termination of Service or until the expiration of the stated
term of such Stock Option, whichever period is the shorter; provided, however,
that, if the Participant dies within such one-year period, any unexercised Stock
Option held by such Participant shall thereafter be exercisable to the extent to
which it was exercisable at the time of death, for a period of one year from the
date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter. If an Incentive Stock Option is
exercised after the expiration of the exercise periods that apply for purposes
of Section 422 of the Code, such Stock Option will thereafter be treated as a
Non-Qualified Stock Option.
(h) TERMINATION OF SERVICE. If a Participant's
employment, consulting relationship or directorship, as the case may be, with
the Company ceases for any reason other than death or Disability, all Stock
Options held by such Participant shall terminate as of the date of the
Participant's Termination of Service, except as otherwise provided in Article
IX.
(i) INCENTIVE STOCK OPTION LIMITATIONS. To the extent
that the aggregate Fair Market Value (determined as of the date of grant) of the
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by the Participant during any calendar year under the Plan and/or
any other stock option plan of the Company exceeds $100,000, such Options shall
be treated as Options which are not Incentive Stock Options.
Should the foregoing provisions not be necessary in order for
the Stock Options to qualify as Incentive Stock Options, or should any
additional provisions be required, the Committee may amend the Plan accordingly,
without the necessity of obtaining the approval of the stockholders of the
Company.
(j) TEN-PERCENT STOCKHOLDER RULE. Notwithstanding any
other provision of this Plan to the contrary, no Incentive Stock Option shall be
granted to any person who, immediately prior to the grant, owns stock possessing
more than ten percent of the total combined voting power of all classes of stock
of the Company, unless the option price is at least 110% of the Fair Market
Value of the Common Stock on the date of grant and the Option, by its terms,
expires no later than five years after the date of grant.
ARTICLE VII
Restricted Stock
7.1 AWARDS OF RESTRICTED STOCK. The Committee shall have the
authority to grant Restricted Stock to any person eligible under Article V. The
Committee shall determine to whom, and the time or times at which, grants of
Restricted Stock will be made, the number of shares to be awarded, the time or
times within which such Awards may be subject to forfeiture, the vesting
schedule and rights to acceleration thereof, and the other terms and conditions
of the Awards, in addition to those set forth in Section 7.2.
The provisions of Restricted Stock Awards need not be the same with
respect to each Participant, and such Awards to individual Participants need not
be the same in subsequent years.
7.2 TERMS AND CONDITIONS. Restricted Stock awarded pursuant to
this Article VII shall be subject to the following terms and conditions and such
other terms and conditions, not inconsistent with the terms of this Plan, as the
Committee shall deem desirable:
(a) AWARD CERTIFICATE. Each Restricted Stock Award shall
be evidenced by, and subject to the terms of, a Restricted Stock Award
Certificate executed by the Company. The Restricted Stock Award Certificate
shall specify the number of shares of Common Stock subject to the Award, the
time or times within which such Restricted Stock is subject to forfeiture and
the other terms, conditions and restrictions applicable to such Award.
(b) STOCK CERTIFICATE. When the restrictions applicable
to a Restricted Stock Award, or any portion thereof, lapse, a stock certificate
or stock certificates representing the number of shares of Common Stock covered
by such Restricted Stock Award, or portion thereof, shall be issued and
registered in the name of and delivered to the Participant.
(c) RESTRICTION PERIOD. Subject to the provisions of this
Plan and the Restricted Stock Award Certificate, shares of Restricted Stock will
be forfeited to the Company if the Participant ceases to be an employee or
director of or consultant to the Company during a period set by the Committee
commencing with the date of such Award (the "Restriction Period"). Subject to
the provisions of this Plan, the Committee, in its sole discretion, may provide
for the lapse of such restrictions in installments, provided that no such
restrictions shall lapse within six months after the date of the Award. The
Committee may waive such restrictions, in whole or in part, at any time, based
on such factors as the Committee shall deem appropriate in its sole discretion.
(d) TERMINATION OF SERVICE. Subject to the provisions of
this Plan and the Restricted Stock Award Certificate, if a Participant's
employment, consulting relationship or directorship, as the case may be,
terminates during the Restriction Period due to death or Disability,
restrictions will lapse with respect to a percentage of the Restricted Stock
Award granted to the Participant that is equal to the percentage of the
Restriction Period that has elapsed as of the date of the Participant's
Termination of Service. If a Participant's employment, consulting relationship
or directorship, as the case may be, terminates for any reason other than death
or Disability, all outstanding Awards of Restricted Stock remaining subject to
forfeiture shall be forfeited to the Company.
ARTICLE VIII
Termination or Amendment
8.1 TERMINATION OR AMENDMENT OF PLAN. The Board may at any time
amend, discontinue or terminate this Plan or any part thereof (including any
amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement referred to in Article XI); PROVIDED, HOWEVER, that,
unless otherwise required by law, the rights of a Participant with respect to
Awards granted prior to such amendment, discontinuance or termination, may not
be impaired without the consent of such Participant; and, PROVIDED FURTHER,
without the approval of the Company's stockholders, no amendment may be made
that would (i) materially increase the aggregate number of shares of Common
Stock that may be issued under this Plan (except by operation of Section 4.2);
(ii) materially modify the requirements as to eligibility to participate in this
Plan; or (iii) materially increase the benefits accruing to Participants; and,
PROVIDED FURTHER, that Sections 9(a) and (c) of the Plan may not be amended more
than once every six months other than to comport with changes in the Code, ERISA
or the regulations thereunder.
8.2 AMENDMENT OF AWARDS. The Committee may amend the terms of any
Award theretofore granted to a Participant other than a Non-Employee Director,
prospectively or retroactively, but, subject to Article IV, no such amendment or
other action by the Committee shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options held by a Participant other than a Non-Employee
Director having higher option exercise prices.
ARTICLE IX
Nondiscretionary Grants of Options to Non-Employee Directors
9.1 GRANTS OF OPTIONS. Notwithstanding any other provision of the
Plan, Non-Employee Directors shall participate in the Plan to the extent set
forth in this Article IX.
(a) Options granted to Non-Employee Directors shall be
immediately exercisable. In the first year of the Plan, at the end of each
period of six months following each Non-Employee Director's election or
re-election to the Board, and provided such Non-Employee Director is at such
time still a director of the Company, the Non-Employee Director shall receive
the grant of a Non-Qualified Stock Option to purchase that number of shares of
Common Stock computed by dividing $13,000 by the "Exercise Price" determined
below. In all subsequent years of the Plan, at the end of each period of six
months, and provided such Non-Employee Director is at such time still a director
of the Company, the Non-Employee Director shall receive the grant of a
Non-Qualified Stock Option to purchase that number of shares of Common Stock
computed by dividing $24,000 by the "Exercise Price" determined below.
The number and nature of Shares subject to any Option held by
a Non-Employee Director shall be subject to adjustment only to the extent set
forth in Section 9.1(f).
(b) The term of each Option granted to a Non-Employee
Director shall be five years from its date of grant, unless sooner terminated or
extended in accordance with Section 9.1(e).
(c) The "Exercise Price" of the Shares subject to each
Option granted to a Non-Employee Director shall be 50% of the daily average of
the Fair Market Value for the thirty days preceding the date the Option is
granted.
(d) No Option shall be transferable by a Non-Employee
Director other than by will or by the laws of descent and distribution and all
Options shall be exercisable during a Non-Employee Director's lifetime only by
the Non-Employee Director or his or her duly appointed guardian or personal
representative. Stock Options granted to Non-Employee Directors may not be
exercised within six months after the date of grant.
(e) If a Non-Employee Director dies while serving as a
Director, such Non-Employee Director's Options shall be exercisable by either
his or her executor or administrator or, if not so exercised, by the legatees or
the distributees of his or her estate, only during the twelve months following
his or her death. If a Non-Employee Director's membership on the Board
terminates for any reason other than death, such Non-Employee Director's Options
shall be exercisable only during the three months following the date of
termination.
(f) In the event of a stock dividend, stock split or
combination of shares of Common Stock, recapitalization or other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company, appropriate and proportionate adjustment shall
be made in the number, kind and per share exercise price of shares subject to
Options then outstanding and to be granted to Non-Employee Directors under this
Article IX.
(g) Each Option granted to a Non-Employee Director shall
be evidenced by a writing signed by him or her specifying the terms and
conditions thereof in accordance with this Article IX.
ARTICLE X
Unfunded Plan
10.1 UNFUNDED STATUS OF PLAN. This Plan is intended to constitute
an "unfunded" plan for incentive and deferred compensation. With respect to any
payment not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a
general creditor of the Company.
ARTICLE XI
General Provisions
11.1 NONASSIGNMENT. Except as otherwise provided in this Plan,
Awards made hereunder and the rights and privileges conferred thereby shall not
be sold, transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Upon any attempt to sell, transfer, assign,
pledge, hypothecate or otherwise dispose of such Award, right or privilege
contrary to the provisions hereof, or upon the levy of any attachment or similar
process thereon, such Award and the rights and privileges conferred hereby shall
immediately terminate and the Award shall immediately be forfeited to the
Company.
11.2 CHANGE OF CONTROL. In the event of a Change of Control, all
outstanding Stock Options held by a Participant other than a Non-Employee
Director which specifically provide for complete vesting upon a Change of
Control shall immediately become fully exercisable and all outstanding Awards of
Restricted Stock held by a Participant other than a Non-Employee Director which
specifically provide for complete vesting upon a Change of Control shall
immediately cease to be subject to forfeiture. Stock certificates representing
the Common Stock covered thereby shall be issued and registered in the name of
and delivered to the Participants as soon as practicable, subject to payment by
the Participant of the option
price in the case of Stock Options and, if requested, delivery of the
representation described in Section 11.4.
11.3 RIGHTS AS STOCKHOLDER. A Participant shall not be deemed to be
the holder of Common Stock, or to have the rights of a holder of Common Stock,
with respect to any shares subject to an Award hereunder, unless and until a
stock certificate or stock certificates representing such shares of Common Stock
are issued to such Participant.
11.4 LEGEND. The Committee may require each person acquiring shares
pursuant to an Award under the Plan to represent to the Company in writing that
the Participant is acquiring the shares without a view to distribution thereof.
The stock certificates representing such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.
All certificates representing shares of Common Stock delivered under
the Plan shall be subject to such stock transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange or
system upon which the Common Stock is then listed or traded, any applicable
Federal or state securities law, and any applicable corporate law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
11.5 OTHER PLANS. Nothing contained in this Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.
11.6 NO RIGHT TO CONTINUED SERVICE. Neither this Plan nor the grant
of any Award hereunder shall give any Participant or other person any right with
respect to continued employment, consulting relationship or directorship, as the
case may be, with the Company, nor shall there be a limitation in any way on the
right of the Company to terminate a Participant's services at any time.
11.7 WITHHOLDING OF TAXES. The Company shall have the right to
reduce the number of shares of Common Stock otherwise deliverable pursuant to
this Plan by an amount which would have a Fair Market Value equal to the amount
of all Federal, state and local taxes required to be withheld, or to deduct the
amount of such taxes from any cash payment otherwise to be made to a
Participant. In connection with such withholding, the Committee may make such
arrangements as are consistent with the Plan as it may deem appropriate.
11.8 LISTING AND OTHER CONDITIONS.
(a) If the Common Stock is listed on a national
securities exchange, the issuance of any shares of Common Stock pursuant to an
Award shall be conditioned upon such shares being listed on such exchange. The
Company shall have no obligation to issue such shares unless and until such
shares are so listed, and the right to exercise any Option or to receive shares
pursuant to any other Award shall be suspended until such listing has been
effected.
(b) If at any time counsel to the Company shall be of the
opinion that any sale or delivery of shares of Common Stock pursuant to an Award
is or may in the circumstances be unlawful or result in the imposition of excise
taxes under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no obligation to make such sale or delivery, or to make
any application or to effect or to maintain any qualification or registration
under the Securities Act of 1933, as amended, or otherwise with respect to
shares of Common Stock or Awards, and the right to exercise any Option or to
receive shares pursuant to any other Award shall be suspended until, in the
opinion of such counsel, such sale or
delivery shall be lawful or shall not result in the imposition of excise taxes.
(c) Upon termination of any period of suspension under
this Section 11.8, any Award affected by such suspension which shall not then
have expired or terminated shall be reinstated as to all shares available before
such suspension and as to shares which would otherwise have become available
during the period of such suspension, but no such suspension shall extend the
term of any Option.
11.9 GOVERNING LAW. This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Delaware.
11.10 CONSTRUCTION. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
11.11 LIABILITY OF COMMITTEE. No member of the Board or the
Committee nor any employee of the Company shall be liable for any act or action
hereunder, whether of omission or commission, by any other member or employee or
by any agent to whom duties in connection with the administration of this Plan
have been delegated or, except in circumstances involving bad faith, gross
negligence or fraud, for anything done or omitted to be done by himself.
11.12 OTHER BENEFITS. No payment pursuant to an Award under this
Plan shall be deemed compensation for purposes of computing benefits under any
retirement plan of the Company nor shall it affect any benefits under any other
benefit plan now or hereafter in effect under which the availability or amount
of benefits is related to the level of compensation.
11.13 COSTS. The Company shall bear all expenses incurred in
administering this Plan, including expenses of issuing Common Stock pursuant to
Awards hereunder.
11.14 SEVERABILITY. If any part of this Plan shall be determined to
be invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of this Plan which shall continue
in full force and effect.
11.15 SUCCESSORS. This Plan shall be binding upon and inure to the
benefit of any successor or successors of the Company.
11.16 HEADINGS. Article and section headings contained in this Plan
are included for convenience only and are not to be used in construing or
interpreting this Plan.
ARTICLE XII
Term of Plan
12.1 This Plan shall be effective as of the date of its approval by
the Company's stockholders.
12.2 No Award shall be granted pursuant to this Plan on or after
the tenth anniversary of its approval by the Company's stockholders, but Awards
granted prior to such tenth anniversary may extend beyond that date.
ATTACHMENT I
VERONIQUE, INC.
STOCK OPTION AWARD CERTIFICATE
This certifies that, pursuant to the 1996 Incentive Plan (the "Plan")
of Veronique, Inc. (the "Company"), the Compensation Committee or the Board of
Directors, as the case may be, has granted an option to purchase shares of
Common Stock of the Company as follows:
Name and Address
of Optionee:
Position of
Optionee:
Number of Shares:
Option Exercise Price:
Date of Grant:
Option Term (i.e., termination date):
Type of Option:
The option is subject to all the terms and conditions of the
aforementioned Plan, a copy of which is attached to this Certificate, and to the
following additional terms specified by the Compensation Committee or the Board
of Directors, as the case may be:
[INSERT ANY ADDITIONAL TERMS, E.G., CHANGE OF CONTROL, VESTING
SCHEDULE, ETC.]
Each election to exercise the option shall be in writing
substantially in the form of EXHIBIT A hereto and delivered or mailed
to the Company at its principal office.
Witness the seal of the Company and the signature of its duly
authorized officers.
Dated:
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(SEAL)
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Secretary President
EXHIBIT A
Veronique, Inc.
Suite 502
16 East 52nd Street
New York, NY 10022
Attention: President
Re: ELECTION FORM
The undersigned Optionee, pursuant to the provisions of that certain
Stock Option Award Certificate dated __________________ , ____ (the
"Certificate"), under the 1996 Incentive Plan (the "Plan") of Veronique, Inc.
(the "Company"), elects to exercise the Option as follows:
1. Number of shares of Common Stock, no par value, of the Company
(the "Shares"):__________________________________.
2. Manner of payment for such Shares: __________________________
The undersigned understands that the Company may, at its option,
satisfy any withholding tax requirements under any federal, state or local law
as set forth in the Plan. The undersigned represents that he or she is
purchasing the Shares for investment and not with a view to their distribution
or sale, and that he or she will not sell or transfer any Shares received upon
the exercise of the option except in accordance with the Securities Act of 1933
and applicable state securities laws. The undersigned agrees that, upon any sale
of Option Shares acquired pursuant to exercise of that portion of this Option
constituting an Incentive Stock Option within two years from the date of grant
of this Option, or within one year after transfer of such Option Shares to the
Optionee's ownership, the Optionee shall immediately notify the Company in
writing of such disposition and the amount realized by the Optionee upon such
disposition.
Date: By:
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