EXHIBIT 10 (d) AMENDMENT NO. 1
TO THE
INTERPHASE CORPORATION
DIRECTORS STOCK OPTION PLAN
Pursuant to Section 15 of the Interphase Corporation Directors Stock Option
Plan (the "Plan"), the Plan is hereby amended, subject to approval by the
Company's stockholders, as follows:
1. Sections 5(b)-(e) of the Plan are hereby amended to read in their
entirety as follows:
"(b) Subject to approval by the Company's stockholders pursuant
to Section 5(f), each director of the Company on the Effective Date
shall be granted an option, effective as of the date establishing the
option price under Section 7, to purchase 12,500 shares of Common
Stock of the Company.
(c) Each director of the Company who has not, during the three-
year period preceding the date of his election or appointment to the
Board, served as a director of the Company shall be granted an option,
effective as of the date of his election or appointment to the Board
(the "Initial Grant Date"), to purchase 10,000 shares of Common Stock
of the Company, and each director of the Company who has served as a
director of the Company during such three-year period but who was not
elected at the preceding annual stockholders meeting shall be granted
an option, effective as of the Initial Grant Date, to purchase 5,000
shares of Common Stock of the Company.
(d) Each director of the Company elected at the annual
stockholders meeting shall be granted an option, effective as of the
date of the annual stockholders meeting (the "Annual Grant Date"), to
purchase 5,000 shares of Common Stock of the Company. This Section
5(d) shall not apply to a director whose Initial Grant Date is on the
same date as the Annual Grant Date.
(e) Directors may elect by written notice to the Company not to
receive one or more option grants hereunder, by so electing on or
before the Effective Date, on or before the Initial Grant Date, or at
least six months in advance of the Annual Grant Date (unless the
director was elected or appointed less than six months in advance of
the Annual Grant Date, in which case he may then so elect on or before
the Initial Grant Date), whichever is applicable, of the option."
2. Section 6 of the Plan is hereby amended to read in its entirety as
follows:
"6. GRANT OF OPTIONS. All options under the Plan shall be
automatically granted as provided in Section 5. The grant of options
shall be evidenced by stock option agreements containing such terms
and provisions as are approved by the Board, but not inconsistent with
the Plan."
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3. Section 7 of the Plan is hereby amended to read in its entirety as
follows:
"7. OPTION PRICE. Except for options described in Section 5(a),
the option price shall be equal to the closing price of Common Stock
of the Company on (a) for grants under Section 5(b), the date of
adoption of the Plan by the Board and (b) for all subsequent grants,
the Initial Grant Date or the Annual Grant Date, whichever is
applicable, on which such grants are made."
4. Section 11(a) of the Plan is hereby amended to read in its entirety as
follows:
"(a) Options described in Section 5(a) will vest in accordance
with their respective terms. Options described in Section 5(b) will
be fully vested on the date of grant of the options. All other
options will only be exercisable if the participant is a director of
the Company on the day preceding the annual stockholders meeting which
follows the date of grant of the option."
IN WITNESS WHEREOF, the undersigned has executed this Amendment effective
as of the 20th day of September, 1995.
INTERPHASE CORPORATION
By:
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Its:
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INTERPHASE CORPORATION
DIRECTORS STOCK OPTION PLAN
INTRODUCTION
Since 1990, the Board of Directors of Interphase Corporation (the
"Company") has pursued a program of granting stock options to directors of the
Company which is formalized on May 6, 1994 (the "Effective Date") by the
following Directors Stock Option Plan:
1. PURPOSE. The purpose of the Plan is to provide directors of the
Company with a proprietary interest in the Company through the granting of
options which will
(a) increase the interest of the directors in the Company's
welfare;
(b) furnish an incentive to the directors to continue their
services for the Company; and
(c) provide a means through which the Company may attract able
persons to serve on the Board.
2. ADMINISTRATION. The Plan will be administered by the Board.
3. PARTICIPANTS. All directors of the Company are to be granted
options under the Plan, and upon such grant will become participants in the
Plan.
4. SHARES SUBJECT TO PLAN. Options may not be granted under the
Plan for more than 500,000 shares of Common Stock of the Company, but this
number may be adjusted to reflect, if deemed appropriate by the Board, any
stock dividend, stock split, share combination, recapitalization or the
like, of or
by the Company. Shares to be optioned and sold may be made available
from either authorized but unissued Common Stock or Common Stock held by
the Company in its treasury. Shares that by reason of the expiration of
an option or otherwise are no longer subject to purchase pursuant to an
option granted under the Plan may be reoffered under the Plan.
5. ALLOTMENT OF SHARES. Grants of options under the Plan shall be
as described in this Section 5.
(a) The following options previously granted by the Board shall
continue in accordance with the terms of the respective nonqualified
stock option agreements issued by the Company:
NUMBER OF
OPTION HOLDER DATE OF GRANT UNEXERCISED SHARES
------------- ------------- ------------------
Dale Crane 03-23-90 9,000
Dale Crane 12-16-93 12,000
Paul N. Hug 03-23-90 6,500
Paul N. Hug 12-16-93 12,000
David H. Segrest 03-23-90 5,500
David H. Segrest 12-16-93 12,000
S. Thomas Thawley 12-16-93 12,000
------
Total 69,000
(b) Subject to approval by the Company's stockholders pursuant
to Section 5(f), each director of the Company on the Effective Date
shall be granted an option, effective as of the date establishing the
option price under Section 7 (the "Grant Date"), to purchase 12,500
shares of Common Stock of the Company.
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(c) Each director of the Company elected at the annual
stockholders meeting who has not previously served as a director of
the Company shall be granted an option, effective as of the Grant
Date, to purchase 10,000 shares of Common Stock of the Company.
(d) Each other director of the Company elected at the annual
stockholders meeting shall be granted an option, effective as of the
Grant Date, to purchase 5,000 shares of Common Stock of the Company.
(e) Directors may elect by written notice to the Company not to
receive one or more option grants hereunder, as follows:
(i) With respect to an initial option grant, by electing on
the Effective Date or the date of initial election as a director.
(ii) With respect to other grants, by electing at least six
months in advance of the Grant Date of the option.
(f) The Plan shall be submitted to the Company's stockholders
for approval. The Board may grant options under the Plan prior to the
time of stockholder approval, which options will be effective when
granted, but if for any reason the stockholders of the Company do not
approve the Plan prior to one year after the date of
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adoption of the Plan by the Board, all options granted under the
Plan, other than those described in Section 5(a), will be
terminated and of no effect, and no option may be exercised in
whole or in part prior to such stockholder approval.
6. GRANT OF OPTIONS. All options under the Plan shall be
automatically granted as provided in Section 5. The grant of options shall
be evidenced by stock option agreements containing such terms and
provisions as are approved by the Board, but not inconsistent with the
Plan. The Company shall execute stock option agreements upon instructions
from the Board.
7. OPTION PRICE. Except for options described in Section 5(a), the
option price shall be equal to the closing price of Common Stock of the
Company on (a) for grants under Section 5(b), the date of adoption of the
Plan by the Board and (b) for all subsequent grants, the date of the
Company's annual stockholders meeting.
8. OPTION PERIOD. The Option Period will begin on the effective
date of the option grant and, except for options described in Section 5(a),
will terminate on the fifth anniversary of that date.
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9. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a participant dies or
becomes disabled prior to termination of his right to exercise an option in
accordance with the provisions of his stock option agreement without having
totally exercised the option, the option may be exercised at any time prior
to the date of its expiration by (i) the participant's estate or by the
person who acquired the right to exercise the option by bequest or
inheritance or by reason of the death of the participant in the event of
the participant's death, or (ii) the participant or his personal
representative in the event of the participant's disability, subject to the
other terms of the Plan and applicable laws, rules and regulations.
10. PAYMENT. Full payment for shares purchased upon exercising an
option shall be made in cash or by check at the time of exercise, or on
such other terms as are set forth in the applicable option agreement. No
shares may be issued until full payment of the purchase price therefor has
been made, and a participant will have none of the rights of a stockholder
until shares are issued to him.
11. VESTING.
(a) Options described in Section 5(a) will vest in accordance
with their respective terms. Options described in Section 5(b) will
be fully vested on the
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Grant Date. All other options will only be exercisable if the
participant is a director of the Company on the day preceding the
annual stockholders meeting which follows the Grant Date of the
option.
(b) In no event may an option be exercised or shares be issued
pursuant to an option if any requisite action, approval or consent of
any governmental authority of any kind having jurisdiction over the
exercise of options shall not have been taken or secured.
12. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of shares of
Common Stock covered by each outstanding option granted under the Plan and
the option price thereof, and the number of shares to be granted pursuant
to Sections 5(c) and (d) and the option price thereof, may be adjusted to
reflect, as deemed appropriate by the Board, any stock dividend, stock
split, share combination, exchange of shares, recapitalization, merger,
consolidation, separation, reorganization, liquidation or the like, of or
by the Company.
In the event the Company shall be a party to any merger, consolidation
or corporate reorganization, as the result of which the Company shall be
the surviving corporation, the rights and duties of the participants and
the Company under the Plan shall not be affected in any manner. In the
event
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the Company shall sell all or substantially all of its assets or
shall be a party to any merger, consolidation or corporate reorganization,
as the result of which the Company shall not be the surviving corporation,
or in the event any other person or entity may make a tender or exchange
offer for stock of the Company whereby such other person or entity would
own more than 50% of the outstanding Common Stock of the Company (the
surviving corporation, purchaser, or tendering corporation being
collectively referred to as the "purchaser", and the transaction being
collectively referred to as the "transaction"), then the Board may, at its
election, (a) reach an agreement with the purchaser that the purchaser will
assume the obligations of the Company in connection with each then
outstanding option granted under the Plan; (b) reach an agreement with the
purchaser that the purchaser will convert each then outstanding option
granted under the Plan into options of at least equal value as to stock of
the purchaser; or (c) not later than twenty days prior to the effective
date of such transaction, notify each participant and afford each
participant a right for ten days after the date of such notice to exercise
any unexercised portion of his then outstanding option(s) granted under the
Plan. Within such ten-day period, the participant may exercise any portion
of his then outstanding option(s) as he may desire and deposit with the
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Company the requisite cash to purchase in full and not in installments the
Common Stock thereby exercised, in which case the Company shall, prior to
the effective date of the transaction, issue all Common Stock thus
exercised, which shall be treated as issued stock for purposes of the
transaction.
13. NON-ASSIGNABILITY. Options may not be transferred other than by
will or by the laws of descent and distribution. Except as otherwise
provided in the Plan, during a participant's lifetime, options granted to a
participant may be exercised only by the participant.
14. INTERPRETATION. The Board shall interpret the Plan and shall
prescribe such rules and regulations in connection with the operation of
the Plan as it determines to be advisable for the administration of the
Plan. The Board may rescind and amend its rules and regulations.
15. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or
discontinued by the Board without the approval of the stockholders of the
Company, except that any amendment that would (a) materially increase the
benefits accruing to participants under the Plan, (b) materially increase
the number of securities that may be issued under the Plan, or
(c) materially modify the requirements of eligibility for participation in
the Plan, must be approved by the
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stockholders of the Company. In addition, the Plan shall not be amended
more than once every six months, other than to comport with changes in
the Internal Revenue Code of 1986, as amended, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
16. EFFECT OF PLAN. Neither the adoption of the Plan nor any action
of the Board shall be deemed to give any director any right to be granted
an option to purchase Common Stock of the Company or any other rights
except as may be evidenced by the stock option agreement, or any amendment
thereto, duly authorized by the Board and executed on behalf of the
Company, and then only to the extent and on the terms and conditions
expressly set forth therein.
17. TERM. Unless sooner terminated by action of the Board, the Plan
will terminate on May 5, 2004. The Board may not grant options under the
Plan after that date, but options granted before that date will continue to
be effective in accordance with their terms.
18. DEFINITIONS. For the purposes of the Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated:
(a) "Plan" means this Directors Stock Option Plan, as amended
from time to time.
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(b) "Board" means the board of directors of the Company or any
committee of the Board appointed by the Board to administer the Plan
or any portion of the Plan.
(c) "Common Stock" means the Common Stock which the Company is
currently authorized to issue or may in the future be authorized to
issue (as long as the common stock varies from that currently
authorized, if at all, only in amount of par value).
(d) "Option Period" means the period during which an option may
be exercised.
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