EXHIBIT 99.1
ALCIDE CORPORATION
1993 STOCK OPTION PLAN
1. PURPOSE. The purpose of this 1993 Stock Option Plan (the "Plan")
is to secure for Alcide Corporation, a Delaware corporation (the "Company"), and
its shareholders the benefits arising from capital stock ownership by employees,
directors and consultants of the Company and any subsidiaries who will be
responsible for the Company's future by stimulating their efforts on behalf of
the Company's further growth and continued success.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment, as provided in
paragraph 10, the stock to be offered under the Plan shall consist of shares of
the Company's Common Stock ("Stock"), and the number of shares of Stock that may
be issued upon exercise of all options granted under the Plan shall not exceed
in the aggregate 250,000 shares. Such shares may be authorized and unissued
shares or may be treasury shares. If an option granted under the Plan shall
expire or terminate for any reason without having been exercised in full, the
unpurchased shares subject to such option shall again be available under the
Plan. Stock issued under the Plan may be subject to such restrictions on
transfer, repurchase rights or other restrictions as shall be determined by the
Board of Directors of the Company (the "Board").
3. EFFECTIVE DATE AND DURATION OF THE PLAN.
(a) EFFECTIVE DATE. The Plan shall become effective when
adopted by the Board, but no option granted under the Plan shall be exercised
prior to the approval of the Plan by the holders of at least a majority of the
outstanding shares of capital stock of the Company entitled to vote thereon.
Subject to this limitation, options may be granted at any time after the
effective date and before termination of the Plan.
(b) DURATION. The Plan shall continue in effect until, in the
aggregate, options have been granted and exercised with respect to all of the
shares available under the Plan as set forth in paragraph 2, subject to any
adjustments herein; provided, however, that unless sooner terminated by action
of the Board, the Plan shall terminate on, and no option shall be granted on or
after, the tenth (10th) anniversary of the effective date. The Board shall have
the right to suspend or terminate the Plan at any
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time except with respect to options then outstanding under the Plan.
4. ADMINISTRATION.
(a) The Plan shall be administered by the Board, which shall
determine and designate, from time to time, the employees, directors and
consultants to whom options shall be granted and the number of shares to be
covered by each option, the option price, the period of each option, and the
time or times at which options may be exercised. Subject to the provisions of
the Plan, the Board may, from time to time, adopt rules and regulations relating
to administration of the Plan and make all other determinations in the judgment
of the Board necessary or desirable for the administration of the Plan. The
interpretation and construction of the provisions of the Plan and stock option
agreements implemented thereunder by the Board shall be final and conclusive.
The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency.
(b) COMMITTEE OF THE BOARD. The Board, if it so determines,
may delegate to a committee of the Board consisting of one or more members (the
"Committee") any or all authority for administration of the Plan. If a
Committee is appointed, all references to the Board in the Plan shall mean and
relate to such Committee unless the context requires otherwise.
(c) SECURITIES AND EXCHANGE COMMISSION COMPLIANCE. The
administration of the Plan shall at all times be in accordance with the
requirements of Rule 16b-3 of the Securities and Exchange Act of 1934.
(d) GRANT OF OPTIONS TO DIRECTORS AND OFFICERS. The selection
of a director or an officer (as the terms "director" and "officer" are defined
for purposes of Rule 16b-3) as a recipient of an option, the timing of the
option grant, the exercise price of the option and the number of shares subject
to the option shall be determined either (i) by the Board of directors, of which
all members shall be "disinterested persons" (as hereinafter defined), or (ii)
by two or more directors having full authority to act in the matter, each of
whom shall be a "disinterested person." For the purposes of the Plan, a
director shall be deemed to be a "disinterested person" only if such person
qualifies as a "disinterested person"
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within the meaning of Rule 16b-3, as such term is interpreted from time to time.
5. GRANTS, AWARDS AND SALES.
(a) TYPE OF SECURITY. The Board may, from time to time, take
the following action, separately or in combination, under the Plan: (i) grant
Incentive Stock Options, as defined in Section 422A of the Internal Revenue Code
of 1986, as amended (the "Code"), as provided in paragraph 5(b); and (ii) grant
options other than Incentive Stock Options (hereinafter "Nonstatutory Stock
Options") as provided in paragraph 5(c). The Board shall specify the action
taken with respect to each optionee granted any option under the Plan, and shall
specifically designate each option granted under the Plan as an Incentive Stock
Option or Nonstatutory Stock Option.
(b) INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be
subject to the following additional terms and conditions:
(i) In no event shall the aggregate fair market value
(determined at the time such options are granted) of the Stock with respect to
which the employee's Incentive Stock Options first become exercisable during any
calendar year under the Plan or under any other incentive stock option plan
(within the meaning of Section 422A of the Code) of the Company or a subsidiary
or parent corporation of the Company exceed $100,000.
(ii) An Incentive Stock Option may be granted under the
Plan to an employee possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any parent or
subsidiary of the Company only if the option price is at least one hundred ten
percent (110%) of the fair market value of the Stock subject to the option on
the date it is granted and the option by its terms is not exercisable after the
expiration of ten (10) years from the date it is granted.
(iii) Incentive Stock Options may be granted under the Plan
only to employees of the Company or any parent or subsidiary of the Company.
Except as provided in paragraph 9, no Incentive Stock Options granted under the
Plan may be exercised unless at the time of such exercise the optionee is
employed by the Company or any parent or subsidiary of the Company and shall
have been so employed continuously since the date such option was granted.
Absence on leave or on account of
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illness or disability shall not be deemed an interruption of employment for this
purpose, except under rules prescribed by the Board in its discretion.
(iv) Subject to paragraphs 5(b)(ii) and 5(b)(iii),
Incentive Stock Options granted under the Plan shall continue in effect for the
period fixed by the Board, except that no Incentive Stock Option shall be
exercisable after the expiration of ten (10) years from the date it is granted.
(v) The option price per share shall be determined by the
Board at the time of grant. Except as provided in paragraph 5(b)(ii), the
option price shall not be less than one hundred percent (100%) of the fair
market value of the shares covered by the Incentive Stock Option at the date the
option is granted. The fair market value of shares covered by an Incentive
Stock Option shall be determined by the Board.
(vi) Stock acquired upon exercise of the Incentive Stock
Options shall not be disposed of: [1] within two (2) years following the date
the option was granted and [2] within one (1) year following the date the Stock
is transferred to the employee.
(c) NONSTATUTORY STOCK OPTIONS. Nonstatutory Stock Options
shall be subject to the following terms and conditions:
(i) Nonstatutory Stock Options may be granted under the
Plan to employees, directors and consultants of the Company or any parent or
subsidiary of the Company. Nonstatutory Stock Options granted under the Plan
shall continue in effect for the period fixed by the Board, except that a
Nonstatutory Stock Option shall not be exercisable after the expiration of ten
(10) years from the date it is granted.
(ii) The option price per share shall be determined by the
Board at the time of grant. The option price may be more or less than or equal
to the fair market value of the shares covered by the Nonstatutory Stock Option
on the date the option is granted, provided that in no event shall the exercise
price be less than eighty-five percent (85%) of the fair market value on such
date. The fair market value of shares covered by a Nonstatutory Stock Option
shall be determined by the Board.
6. EXERCISE OF OPTIONS. Except as provided in paragraph 8, options
granted under the Plan may be exercised from time to time over the period stated
in each option agreement in such
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amounts and at such times as shall be prescribed by the Board, provided that
options shall not be exercised for fractional shares. Unless otherwise
determined by the Board at the date of grant, if the optionee does not exercise
an option in any one (1) year with respect to the full number of shares to which
the optionee is entitled in that year, the optionee's rights shall be cumulative
and the optionee may exercise an option as to those shares in any subsequent
year during the term of the option.
7. NONTRANSFERABILITY.
(a) OPTIONS. Each option granted under the Plan by its terms
shall be nonassignable and nontransferable by the optionee, either voluntarily
or by operation of law, except by will or by the laws of descent and
distribution of the state or country of the optionee's domicile at the time of
death, and each such option by its terms shall be exercisable during the
optionee's lifetime only by the optionee. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of any option under this Plan or of any
right or privilege conferred hereby or hereunder contrary to the provisions
hereof, or upon the sale or levy or any attachment or similar process upon the
rights and privileges conferred hereby or hereunder, such option relating
thereto shall thereupon terminate and become null and void.
(b) STOCK. Stock issued upon exercise of an option may have, in
addition to restrictions on transfer imposed by law, such restrictions on
transfer as may be determined by the Board.
8. TERMINATION OF EMPLOYMENT OR DEATH.
(a) In the event the employment by or affiliation with the
Company or any parent or subsidiary of the Company by an optionee is terminated
by retirement or for any reason, voluntarily or involuntarily, with or without
cause, other than in the circumstances specified in subparagraph (b) below, any
option held by such optionee may be exercised at any time prior to its
expiration date or the expiration of three (3) months after the date of such
termination of employment (or affiliation), whichever is the shorter period, but
only if and to the extent the optionee was entitled to exercise the option on
the date of such termination. With reference to Nonstatutory Stock Options, the
Board may, in its discretion, extend the three (3) month period any length of
time not later than the expiration date of the option, subject to such terms and
conditions as the Board may determine.
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(b) In the event an optionee's employment by or affiliation with
the Company or any parent or subsidiary of the Company is terminated because of
death or permanent disability ("permanent disability" is defined as an illness
which will prevent an optionee from performing his duties for a continuous
period of six months), any and all Incentive Stock Options and/or Non-Statutory
Stock Options held by such optionee shall immediately vest and become
exercisable. If an optionee's employment by or affiliation with the Company is
terminated by death, any option held by the optionee shall be exercisable only
by the person or persons to whom such optionee's rights under such option shall
pass by the optionee's will or by the laws of descent and distribution of the
state or country of the optionee's domicile at the time of death. Any option
governed by this subparagraph must be exercised prior to the earlier of the
expiration of twelve (12) months from the date of disability or death or the
expiration of the option; provided, however, in the event optionee's employment
or affiliation with the Company is terminated because of death or permanent
disability, the Board may, in its discretion, extend the twelve (12) month
period any length of time not later than the expiration date of the option,
subject to such terms and conditions as the Board may determine.
(c) To the extent an option held by any deceased optionee or by
any optionee whose employment or affiliation with the Company is terminated
shall not have been exercised within the limited periods provided above, all
further rights to purchase shares pursuant to such option and all other rights
relating to such option shall cease and terminate at the expiration of such
periods.
9. PURCHASE OF SHARES PURSUANT TO OPTION. Shares may be purchased
or acquired pursuant to an option granted under the Plan only upon receipt by
the Company of notice in writing from the optionee of the optionee's intention
to exercise, specifying the number of shares as to which the optionee desires to
exercise the option and the date on which the optionee desires to complete the
transaction, which shall not be more than thirty (30) days after receipt of the
notice and, unless in the opinion of counsel for the Company such a
representation is not required in order to comply with the Securities Act of
1933, as amended, containing a representation that it is the optionee's present
intention to acquire the shares for investment and not with a view to
distribution. On or before the date specified
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for completion of the purchase of shares pursuant to an option, the optionee
must have paid the Company the full purchase price for such shares in cash
(including cash which may be the proceeds of a loan from the Company), in shares
of Common Stock of the Company previously acquired valued at fair market value
as determined by the Board, or in any combination of cash and such shares of
Common Stock of the Company. No shares shall be issued until full payment
therefor has been made. Each optionee who has exercised an option shall, upon
notification of the amount due, if any, and prior to or concurrently with
delivery of the certificates representing the shares with respect to which the
option was exercised, pay to the Company amounts necessary to satisfy any
applicable federal, state and local tax withholding requirements. If additional
withholding is or becomes required beyond any amount deposited before delivery
of the certificates, the optionee shall pay such amount to the Company on
demand.
10. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of Stock of the Company are hereafter increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation, by reason of any reorganization,
merger, consolidation, recapitalization, reclassification, stock split-up,
combination of shares or dividend payable in shares, appropriate adjustment
shall be made by the Board in the number and kind of shares issuable upon
exercise of outstanding options, for which options may be granted under the
Plan. In addition, the Board shall make appropriate adjustment in the number
and kind of shares as to which outstanding options, or portions thereof when
unexercised, shall be exercisable, to the end that each optionee's proportionate
interest shall be maintained as before the occurrence of such event. The Board
shall have no obligation to effect any adjustment which would or might result in
the issuance of fractional shares, and any fractional shares resulting from any
adjustment may be disregarded or provided for in any manner determined by the
Board. Any such adjustment made by the Board shall be conclusive. In the event
of dissolution or liquidation of the Company or a merger or consolidation in
which the Company is not the surviving corporation, in lieu of providing for
options or Stock subject to restrictions as described above in this paragraph
10, the Board may, in its sole discretion, (i) provide a thirty (30) day period
immediately prior to such event during which optionees shall have the right to
exercise options in whole or in part without any limitation on exercisability,
except as limited by paragraph 5(b)(i) of the Plan, and
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(ii) waive or modify any such restrictions.
11. CORPORATE MERGERS, ACQUISITION, ETC. The Board may also grant
options having terms, conditions and provisions which vary from those specified
in this Plan provided that any options granted pursuant to this section are
granted in substitution for, or in connection with the assumption of, existing
options or Stock issued by another corporation and assumed or otherwise agreed
to be provided for by the Company pursuant to or by reason of a transaction
involving a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation to which the Company or a subsidiary
is a party.
12. AMENDMENT OF PLAN. The Board may, at any time and from time to
time, modify or amend the Plan in such respects as it shall deem advisable
because of changes in the law while the Plan is in effect or for any other
reason. Except as provided in paragraph 10, however, no change in an option
already granted shall be made without the written consent of the holder of such
option. Furthermore, unless approved at an annual meeting or a special meeting
by the holders of at least a majority of the outstanding shares entitled to vote
thereon, no amendment or change shall be made in the Plan (i) increasing the
total number of shares which may be purchased under the Plan, (ii) changing the
minimum purchase prices specified in the Plan, or (iii) increasing the maximum
option periods.
13. APPROVALS. The obligations of the Company under the Plan shall
be subject to the approval of such state or federal authorities or agencies, if
any, as may have jurisdiction in the matter. The Company will use its best
efforts to take such steps as may be required by state or federal law or
applicable regulations, including rules and regulations of the Securities and
Exchange Commission and any stock exchange in which the Company's shares may
then be listed, in connection with the granting of any option under the Plan,
the issuance or sale of any shares purchased upon exercise of any option under
the Plan or the listing of such shares on said exchange. The foregoing
notwithstanding, the Company shall not be obligated to issue or deliver shares
of Stock under the Plan if the Company is advised by its legal counsel that such
issuance or delivery would violate applicable state or federal securities laws.
14. EMPLOYMENT RIGHTS. Nothing in the Plan or any option or Stock
granted pursuant to the Plan shall confer upon (i) any employee any right to be
continued in the employment of the Company
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or any parent or subsidiary of the Company, or to interfere in any way with the
right of the Company or any parent or subsidiary of the Company by whom such
employee is employed to terminate such employee's employment at any time, with
or without cause, or to increase or decrease such employee's compensation, or
(ii) any person engaged by the Company any right to be retained or employed by
the Company or to the continuation, extension, renewal or modification of any
compensation, contract or arrangement with or by the Company.
15. RIGHTS AS A STOCKHOLDER. The holder of an option shall have no
rights as a stockholder with respect to any shares covered by any option
agreement until the date of issue of a stock certificate to him or her for such
shares. Except as otherwise expressly provided in the Plan, no adjustment shall
be made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
16. CHANGE IN CONTROL. Awards under the 1993 Plan may be subject to
acceleration, full vesting, or other special treatment triggered by a change in
control or anticipated change in control of the Company. The scope and details
of such provisions may be determined in the discretion of the Board of Directors
or the Committee.
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