EXHIBIT 10.6
SUMMARY DESCRIPTION
OF THE
1995 STOCK OPTION PLAN
The Board of Directors and shareholders of Coal City Corporation (the
"Company") have adopted a stock option plan designated as the "1995 Stock Option
Plan" (the "Plan"). A copy of that plan is attached as Exhibit A. Pursuant to
the Plan, options may be granted from time to time, on or prior to June 19,
2005, to key employees of the Company (including officers, whether or not
directors of the Company) to purchase shares of the Company's common stock.
Options granted under the Plan may be either options which are intended to be
incentive stock options ("incentive stock options") or options which are not
intended to be incentive stock options ("non-statutory options"). The aggregate
number of shares which may be sold pursuant to the Plan may not exceed five
thousand (5,000). The Plan does not limit the number of shares which may be
allocated to any one person, except that the aggregate fair market value (as of
the date an option is granted) of shares with respect to which incentive stock
options are exercisable for the first time by an optionee during any calendar
year under all incentive stock option plans of the Company, and any parent and
subsidiary corporations of the Company, may not exceed $100,000.
The Board of Directors of the Company will administer the Plan. The Board
of Directors of the Company selects optionees, determines the number of shares
to be granted under each option and designates whether such option or a portion
thereof shall be an incentive stock option or a non-statutory option. The Board
of Directors of the Company makes such selections and determinations from time
to time and at such times as it deems appropriate to carry on the purposes of
the Plan.
Options granted under the Plan will expire not more than ten (10) years
from the date of the grant, and, in the case of incentive stock options, the
purchase price per share to be specified in each option will be not less than
the fair market value of a share of the Company's common stock on the date the
option is granted. Options granted under the Plan are not transferable other
than by will or the laws of descent and distribution.
The exercise of options may be subject to such terms and conditions not
inconsistent with the Plan as the Board of Directors of the Company may specify
in granting or amending such options or rights and such terms and conditions may
differ from the terms and conditions described herein. For example, the Board of
Directors of the Company may decide to establish a vesting schedule in
connection with the grant of an option. Upon the exercise of an option, the
Company may deliver either treasury shares or authorized but previously unissued
shares. Options may not be exercised by an optionee after determination of
employment.
In the event of a stock dividend, stock split, or combination or other
reduction in the number of issued shares of common stock of the Company, the
Board of Directors of the Company may, under the Plan, make such adjustments in
the number of unpurchased shares subject to the Plan, the
number of shares subject to options outstanding under the Plan and the exercise
price specified with respect to options outstanding under the Plan, as it
determines to be appropriate and equitable. In the event of a merger,
consolidation, reorganization or dissolution of the Company, or the sale or
exchange of substantially all of the Company's assets, the rights with respect
to options outstanding under the Plan shall terminate, except to the extent and
subject to such adjustments as may be provided by the Board of Directors of the
Company or by the terms of the plan or agreement of merger, consolidation,
reorganization, dissolution or sale or exchange of such assets.
The Board of Directors of the Company may in its discretion prescribe such
provisions and interpretations not inconsistent with the Plan as it deems
necessary or advisable for carrying out the purposes of the Plan. The Board of
Directors of the Company may not amend the Plan without shareholder approval.
An option granted under the Plan may be cancelled at any time with the
consent of the optionee, and shareholder action in regard thereto will not be
necessary. Shareholder action will also be unnecessary with respect to the grant
of a new option (which may specify, among other things, a lower purchase price
per share) to the individual who had been the holder of such cancelled option.
Any option so granted shall be made exercisable at such time (after the
expiration of such period of time following the date of grant as would be
sufficient to meet the requirements for consideration under applicable state
law) as may be determined by the Board of Directors of the Company. The Plan
does not limit the number of options that may be granted, and any number of
options may be (i) outstanding with respect to the same shares at the same time,
and (ii) granted with respect to shares previously subject to option,
irrespective of whether such options are to remain outstanding or have been or
are to be terminated by their terms, the provisions of the Plan, or by
agreement. If, however, the above-described authority to have outstanding at any
time multiple options with respect to particular shares is exercised, such
exercise must be on such terms and in such circumstances that the Company will
not become obligated to issue more than the five thousand (5,000) shares
authorized by the Plan.
Under present law, upon the grant of an incentive stock option, an optionee
will not realize taxable income for federal income tax purposes. However, the
amount by which the fair market value of the stock at the time of exercise
exceeds the option price will be treated as an adjustment to taxable income for
alternative minimum tax purposes. If the optionee does not dispose of the stock
so acquired until more than one (1) year after the transfer of the stock to him
or her (and until more than two (2) years after the option was granted), gain or
loss realized on the subsequent disposition of the stock will be treated as
long-term capital gain or loss. Such gain or loss is computed as the difference
between the exercise price and the sale price. If the stock is disposed of prior
to those times, the optionee will realize compensation taxable as ordinary
income for federal income tax purposes in an amount equal to the lesser of (i)
the excess of the fair market value of the stock on the date of exercise over
the option price, or (ii) the amount of gain realized if the disposition is a
taxable sale or exchange. If an incentive stock option is exercised and payment
is made by means of previously held stock, there is no gain or loss recognized
to the optionee unless the previously held stock was acquired pursuant to an
incentive stock option and has not been held
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for the minimum statutory holding period that is required in order to receive
the preferential tax treatment afforded incentive stock options, in which case
the transfer will be deemed a disposition of such previously held stock and the
optionee will recognize ordinary income. To the extent individual optionees
qualify for gain treatment, the Company will not be entitled to a deduction for
federal income tax purposes in connection with the grant or exercise of the
option. In other cases, the Company will be entitled to receive a federal income
tax deduction at the same time and in the same amount that the employee realizes
compensation taxable as ordinary income for federal income tax purposes.
Upon the grant of a non-statutory option, an optionee will not recognize
taxable income for federal income tax purposes. Upon the exercise of a
non-statutory option, the optionee will realize compensation taxable as ordinary
income in an amount equal to the excess of the fair market value of stock
acquired, determined at the time of exercise, over the option price. The Company
will be entitled to a federal income tax deduction to the extent the employee
realizes compensation taxable as ordinary income for federal income tax
purposes.
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EXHIBIT A
1995 STOCK OPTION PLAN
The Company may from time to time, on or before June 19, 2005, grant to key
employees of the Company or any of its subsidiaries (including officers, whether
or not directors of the Company or any of its subsidiaries) options to purchase
shares of common stock of the Company. Options granted under this Plan may be
either options which are intended to be incentive stock options ("incentive
stock options"), or options which are not intended to be incentive stock options
("non-statutory options"). The aggregate number of shares of such stock which
may be sold to all optionees pursuant to this Plan shall not exceed 5,000.
Selection of optionees and determination of the form of option and the number of
shares allocated to each optionee shall be made by the Board of Directors of the
Company. The purchase price per share to be specified with respect to any
incentive stock option granted pursuant to this Plan shall be no less than the
fair market value of such stock on the date such option is granted, and shall be
paid in cash. The purchase price per share to be specified with respect to any
non-statutory options granted pursuant to this Plan shall be in the discretion
of the Board of Directors of the Company, and shall also be paid in cash. The
Board of Directors of the Company may provide for the exercise of options under
this Plan from time to time in installments or otherwise, and may authorize the
granting of such options upon such other terms and conditions and for such
periods up to ten (10) years from the date of grant as it may in its discretion
determine; provided, however, that any option granted hereunder shall not be
transferable by the optionee other than by will or the laws of descent and
distribution and may be exercisable during such optionee's lifetime only by the
optionee or by such optionee's guardian or legal representative. The aggregate
fair market value of shares with respect to which incentive stock options are
exercisable hereunder for the first time by any optionee during any one (1)
calendar year (under all plans of the Company and any parent or subsidiary
thereof), calculated as of the date an option is granted, shall not exceed an
amount equal to One Hundred Thousand Dollars ($100,000.00).
In the event of a stock dividend, stock split, or combination or other
reduction in the number of issued shares of common stock of the Company, the
Board of Directors of the Company may make such adjustments in the number of
unpurchased shares subject to this Plan, the number of shares subject to options
outstanding under this Plan, and the exercise price specified with respect to
options outstanding under this Plan, as it may determine to be appropriate or
equitable. In the event of a merger, consolidation, reorganization or
dissolution of the Company, or the sale or exchange of substantially all of the
Company's assets, the rights with respect to options outstanding hereunder shall
terminate, except to the extent and subject to such adjustments as may be
provided by the Board of Directors of the Company or by the terms of the plan or
agreement of merger, consolidation, reorganization, dissolution or sale or
exchange of such assets.
The Board of Directors of the Company may, in its discretion, prescribe
such provisions and interpretations not inconsistent herewith as it shall deem
necessary or desirable for the
implementation of this Plan. The Board of Directors of the Company may not,
without shareholder consent, amend this Plan.
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