EXHIBIT (10)L.
(ITEM 601(10))
HACH COMPANY
1995 NON-EMPLOYEE DIRECTOR STOCK PLAN
ARTICLE I - PURPOSE OF THE PLAN
The purpose of the Hach Company 1995 Non-Employee Director Stock Plan is to
promote the long-term growth of Hach Company by increasing the proprietary
interest of Non-Employee Directors in Hach Company and to attract and retain
highly qualified and capable Non-Employee Directors.
ARTICLE II - DEFINITIONS
Unless the context clearly indicates otherwise, the following terms shall
have the following meanings:
2.1 "ANNUAL RETAINER" means the annual cash retainer fee payable by the
Corporation to a Non-Employee Director for services as a director of the
Corporation, as such amount may be changed from time to time.
2.2 "AWARD" means an award granted to a Non-Employee Director under the
Plan in the form of Options or Shares, or any combination thereof.
2.3 "BOARD" means the Board of Directors of Hach Company.
2.4 "CORPORATION" means Hach Company.
2.5 "FAIR MARKET VALUE" shall mean the value of one Share of Hach stock
determined as follows:
(a) If the shares are traded on an exchange, the price at which
Shares traded at the close of business on the date of valuation; or
(b) If the Shares are traded over-the-counter on the NASDAQ System,
the closing price if one is available, or the mean between the bid and asked
prices on said System at the close of business on the date of valuation; or
(c) if neither (a) nor (b) above applies, the fair market value as
determined by the Board or the Committee in good faith. Such determination
shall be conclusive and binding on all persons.
2.6 "OPTION" means an Option to purchase Shares awarded under Article VIII
or IX which does not meet the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended, or any successor law.
2.7 "OPTION GRANT DATE" means the date upon which an Option is granted to
a Non-Employee Director.
2.8 "OPTIONEE" means a Non-Employee Director of the Corporation to whom an
Option has been granted or, in the event of such Non-Employee Director's death
prior to the expiration of an Option, such Non-Employee Director's executor,
administrator, beneficiary or similar person, or, in the event of a transfer
permitted by Article VII hereof, such permitted transferee.
2.9 "NON-EMPLOYEE DIRECTOR" means a director of the Corporation who is not
an employee of the Corporation or any subsidiary of the Corporation.
2.10 "PLAN" means the Hach Company 1995 Non-Employee Director Stock Plan,
as amended and restated from time to time.
2.11 "STOCK AWARD DATE" means the date on which Shares are awarded to a
Non-Employee Director.
2.12 "SHARES" means shares of the Common Stock, par value $1.00 per share,
of the Corporation.
2.13 "STOCK OPTION AGREEMENT" means a written agreement between a Non-
Employee Director and the Corporation evidencing an Option.
ARTICLE III - ADMINISTRATION OF THE PLAN
3.1 ADMINISTRATOR OF THE PLAN. The Plan shall be administered by a
Committee appointed by the Board and consisting of two or more Directors who are
not eligible to participate in the Plan ("Committee").
3.2 AUTHORITY OF COMMITTEE. Subject to the provisions of the Plan, the
Committee shall have full power and authority to: (i) interpret and construe
the Plan and adopt such rules and regulations as it shall deem necessary and
advisable to implement and administer the Plan and (ii) designate persons other
than members of the Committee to carry out its responsibilities, subject to such
limitations, restrictions and conditions as it may prescribe, such
determinations to be made in accordance with the Committee's best business
judgment as to the best interests of the Corporation and its stockholders and in
accordance with the purposes of the Plan, provided, however that the Committee
shall have no discretion with respect to the eligibility or selection of
Non-Employee Directors to receive options under the Plan, the number of shares
of stock subject to any such options or the Plan, or the purchase price
thereunder, nor shall the Committee have authority to take any action or make
any determination that would materially increase the benefits accruing to
participants under the Plan. The Committee may delegate administrative duties
under the Plan to one or more agents as it shall deem necessary or advisable.
3.3 DETERMINATIONS OF COMMITTEE. A majority of the Committee shall
constitute a quorum at any meeting of the Committee, and all determinations of
the Committee shall be made by a majority of its members. Any determination of
the Committee under the Plan may be made without notice or a meeting of the
Committee by a written consent signed by all members of the Committee.
3.4 EFFECT OF COMMITTEE DETERMINATIONS. No member of the Committee or the
Board shall be personally liable for any action or determination made in good
faith with respect to the Plan or any Award or to any settlement of any dispute
between a Non-Employee Director and the Corporation. Any decision or action
taken by the Committee or the Board with respect to an Award or the
administration or interpretation of the Plan shall be conclusive and binding
upon all persons.
ARTICLE IV - AWARDS UNDER THE PLAN
Awards in the form of Options shall be granted to Non-Employee Directors in
accordance with Article VIII. Awards in the form of Options or Shares, or a
combination thereof, may be granted to Non-Employee Directors in accordance with
Article IX. Each Option granted under the Plan shall be evidenced by a Stock
Option Agreement in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Committee shall adopt.
ARTICLE V - ELIGIBILITY
Non-Employee Directors of the Corporation shall be eligible to participate
in the Plan in accordance with Articles VIII and IX.
ARTICLE VI - SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Article XII, the aggregate number of
Shares which may be issued upon the award of Shares and the exercise of Options
shall not exceed one hundred fifty thousand (150,000) Shares. To the extent
that Shares subject to an outstanding Option are not issued or delivered by
reason of the expiration, termination, cancellation or forfeiture of such Option
or by reason of the delivery of Shares (either actually or by attestation) to
pay all or a portion of the exercise price of such Option, then such Shares
shall again be available under the Plan.
ARTICLE VII - NON-TRANSFERABILITY OF OPTIONS
All Options granted under the Plan shall not be transferable by a Non-
Employee Director during his or her lifetime and may not be assigned, exchanged,
pledged, transferred or otherwise encumbered or disposed of except by court
order, will or by the laws of descent and distribution. Notwithstanding the
foregoing, in the event Options may be transferable without failing to comply
with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, then each
Option shall be transferable to the extent set forth in the related Stock Option
Agreement, as determined by the Committee (provided that all Options granted
under Article VIII with the same Option Grant Date shall have identical
provisions relating to the transferability of such Options). In the event that
any Option is thereafter transferred as permitted by the preceding sentence, the
permitted transferee thereof shall be deemed the Optionee hereunder. Options
shall be exercisable during the Optionee's lifetime only by the Optionee or by
the Optionee's guardian, legal representative or similar person.
ARTICLE VIII - NON-ELECTIVE OPTIONS
Each Non-Employee Director shall be granted Options, subject to the
following terms and conditions.
8.1 TIME OF GRANT. On the date of the adoption of this Plan by the Board
each present Non-Employee Director shall be granted an Option to purchase Five
Thousand (5,000) Shares. Each Non-Employee Director who is first elected or
begins to serve as a Non-Employee Director after the adoption of this Plan by
the Board shall be granted an Option to purchase Two Thousand (2,000) Shares on
the date he or she is elected. On the first business day of September of each
year (or, if later, on the date on which a person is first elected or begins to
serve as a Non-employee director), each person who is a Non-Employee Director
shall be automatically granted an Option to purchase One Thousand (1,000) Shares
which number shall be pro-rated if such Non-Employee Director is first elected
or begins to serve as a Non-Employee Director on a date other than the date of
an annual meeting of stockholders.
8.2 PURCHASE PRICE. The purchase price per Share under each Option
granted pursuant to this Article shall be 100% of the Fair Market Value per
Share on the Option Grant Date.
8.3 EXERCISE OF OPTIONS. Each Option shall be fully exercisable on and
after that date which is six months after the Option Grant Date and, subject to
Article X, shall not be exercisable prior to such date. In no event shall the
period of time over which the Option may be exercised exceed ten years from the
Option Grant Date. An Option, or portion thereof, may be exercised in whole or
in part only with respect to whole Shares.
Shares shall be issued to the Optionee pursuant to the exercise of an
Option only upon receipt by the Corporation from the Optionee of payment in full
either in cash or by surrendering (or attesting to the ownership of) Shares
together with proof acceptable to the Committee that such Shares have been owned
by the Optionee for at least six months prior to the date of exercise of the
Option, or a combination of cash and Shares, in an amount or having a combined
value equal to the aggregate purchase price for the Shares subject to the Option
or portion thereof being exercised. The Shares issued to an Optionee for the
portion of any Option exercised by attesting to the ownership of Shares shall
not exceed the number of Shares issuable as a result of such exercise
(determined as though payment in full therefor were being made in cash) less the
number of Shares for which attestation of ownership is submitted. The value of
owned Shares submitted (directly or by attestation) in full or partial payment
for the Shares purchased upon exercise of an Option shall be equal to the
aggregate Fair Market Value of such owned Shares on the date of the exercise of
such Option.
8.4 TERMINATION OF SERVICE. In the event of the termination of service on
the Board by the holder of any Option by reason of voluntary resignation, (other
than for disability or mandatory retirement) or failure, as a nominee, to be
elected at an annual meeting of stockholders, the then outstanding Options of
such holder shall be exercisable on their stated exercisable date and shall
expire three years after such termination, or on their stated expiration date,
whichever occurs first. In the case of removal for cause, the then outstanding
Options of such holder shall be exercisable only to the extent that they were
exercisable on the date of such removal and shall expire six months after such
removal or on their stated expiration date, whichever occurs first. Options
that are not exercisable on the date of such removal shall be forfeited.
8.5 RETIREMENT. In the event of termination of service by reason of
mandatory retirement pursuant to Board policy, the then outstanding Options
shall be exercisable on their stated exercisable dates and shall expire on their
stated expiration dates. In the case of retirement prior to the retirement date
required by mandatory Board policy, all Options outstanding on the retirement
date shall be exercisable on their stated exercisable date and shall be expire
three years after the retirement date, or on their stated expiration date,
whichever comes first.
8.6 DISABILITY. In the event of termination of service by reason of
disability (as defined herein), the outstanding Options shall be exercisable on
their stated exercisable dates and shall expire on their stated expiration
dates. "Disability" as used herein shall mean an Optionee's inability to engage
in any substantial gainful activity because of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted, or can be expected to last, for a continuous period of six months or
longer.
8.7 DEATH. In the event of the death of the holder of any Option, each
of the then outstanding Options of such holder shall become immediately
exercisable, and shall be exercisable by the holder's beneficiary at any time
until the expiration date of the Option (as may be adjusted pursuant to Sections
8.4 or 8.5). Optionee shall designate beneficiaries in accordance with
procedures established by the Committee.
8.8 PAYMENT OF TAX WITHHOLDING. In order to enable the Corporation to
meet any applicable federal, state or local withholding tax requirements arising
as a result of the exercise of an Option, the Optionee shall pay the Corporation
the amount of tax to be withheld or may elect to satisfy such obligation by
delivering to the Corporation Shares owned by the Optionee for six months prior
to exercising the Option, or by making a payment to the Corporation consisting
of a combination of cash and such Shares. The value of any Share of common
stock delivered to the Corporation pursuant to this Section 8.8 shall be the
Fair Market Value on the date to be used to determine the amount of tax to be
withheld.
ARTICLE IX - ELECTIVE OPTIONS AND SHARES
Each Non-Employee Director shall be granted Options or Shares, or a
combination thereof, subject to the following terms and conditions:
9.1 TIME OF GRANT. On the first business day of September of each year,
Options or Shares, or a combination thereof, shall be granted to each
Non-Employee Director who, at least six months prior thereto, files with the
Committee or its designee a written election to receive Options or Shares, or a
combination thereof, in lieu of all or a portion of such Non-Employee Director's
Annual Retainer. In the event a Non-Employee Director does not file a written
election in accordance with the preceding sentence by reason of becoming a
Non-Employee Director after the date which is six months prior to the first
business day of September in any year, Options or Shares, or a combination
thereof, shall be granted to such Non-Employee Director on the first day (the
"Effective Date") which is six months after the date such Non-Employee Director
files with the Committee or its designee a written election to receive Options
or Shares, or a combination thereof, in lieu of all or a portion of such
Non-Employee Director's Annual Retainer; provided, however, that such election
may apply only to the portion of such
Non-Employee Director's Annual Retainer determined by multiplying such
Non-Employee Director's Annual Retainer by a fraction, the numerator of which
is the number of days from and including the Effective Date to and including the
last day of the period for which such Annual Retainer would otherwise be
payable, and the denominator of which is 365 or 366, as the case may be.
An election pursuant to the first sentence of this Section 9.1 may be revoked or
changed only on or prior to the date which is six months prior to the first
business day of the following September. An election pursuant to the second
sentence of this Section 9.1 shall be irrevocable.
9.2 NUMBER AND TERMS OF OPTIONS. The number of Shares subject to an
Option granted pursuant to this Article shall be the number of whole Shares
equal to (i) the product of four (4) times the portion of the Annual Retainer
which the Non-Employee Director has elected pursuant to Section 9.1 shall be
payable in Options, divided by (ii) the Fair Market Value per Share on the
Option Grant Date. Any fraction of a Share shall be disregarded and the
remaining amount of such Annual Retainer shall be paid in cash. The purchase
price per share under each Option granted pursuant to this Article shall be 100%
of the Fair Market Value per Share on the Option Grant date. Each Option
granted pursuant to this Article shall be exercisable in accordance with and
subject to the terms and provisions of Article VIII other than Section 8.1
thereof.
9.3 NUMBER OF SHARES. The Number of Shares granted pursuant to this
Article shall be the number of whole Shares equal to (i) the portion of the
Annual Retainer which the Non-Employee Director has elected pursuant to Section
9.1 shall be payable in Shares, divided by (ii) the Fair Market Value per Share
on the Stock Award Date. Any fraction of a Share shall be disregarded and the
remaining amount of such Annual Retainer shall be paid in cash. Upon an Award
of Shares to a Non-Employee Director, the stock certificate representing such
Shares shall be issued and transferred to the Non-Employee Director, whereupon
the Non-Employee Director shall become a stockholder of the Corporation with
respect to such Shares and shall be entitled to vote the Shares.
ARTICLE X - CHANGE OF CONTROL
10.1 EFFECT OF CHANGE OF CONTROL. Upon the occurrence of an event of
"Change of Control", as defined below, any and all outstanding Options shall
become immediately exercisable.
10.2 DEFINITION OF CHANGE CONTROL. A "Change of Control" shall occur when:
(a) the stockholders of the Corporation approve a definitive
agreement or plan to merge or consolidate the Corporation with or into another
corporation (other than a merger or consolidation which would result in the
Voting Stock (as defined below) of the Corporation outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than fifty
percent of the combined voting power of the voting securities of the Corporation
or such surviving entity outstanding immediately after such merger or
consolidation), or to sell, or otherwise dispose of, all or substantially all of
the Corporation's property and assets, or to liquidate the Corporation; or
(b) the individuals who are Continuing Directors of the Corporation
(as defined below) cease for any reason to constitute at least a majority of the
Board of the Corporation.
The term "Continuing Director" means (i) any member of the Board who is a
member of the Board on September 1, 1995 or (ii) any person who subsequently
becomes a member of the Board whose nomination for election or election to the
Board is recommended or approved by a majority of the Continuing Directors. The
term "Voting Stock" means all capital stock of the Corporation which by its
terms may be voted on all matters submitted to stockholders of the Corporation
generally.
ARTICLE XI - AMENDMENT AND TERMINATION
The Board may amend the Plan from time to time or terminate the Plan at any
time; provided, however, that no action authorized by this Article shall
adversely change the terms and conditions of an outstanding Option without the
Optionee's consent and, subject to Article XII, the number of Shares subject to
an Option granted under Article VIII, the purchase price therefor, the date of
grant of any such Option and the termination provisions relating to such Option,
shall not be amended more than once every six months, other than to comply with
changes in the Internal Revenue Code of 1986, as amended, or any successor law,
or the Employee Retirement Income Security Act of 1974, as amended, or any
successor law, or the rules and regulations thereunder.
ARTICLE XII - ADJUSTMENT PROVISIONS
12.1 If the Corporation shall at any time change the number of issued
Shares without new consideration to the Corporation (such as by stock dividend,
stock split, recapitalization, reorganization, exchange of shares, liquidation,
combination or other change in corporate structure affecting the Shares) or make
a distribution of cash or property which has a substantial impact on the value
of issued Shares, the total number of Shares reserved for issuance under the
Plan shall be appropriately adjusted and the number of Shares covered by each
outstanding Option and the purchase price per Share under each outstanding
Option and the number of Shares underlying Options to be issued annually
pursuant to Section 8.1 shall be adjusted so that the aggregate consideration
payable to the Corporation and the value of each such Option shall not be
changed.
12.2 Notwithstanding any other provision of the Plan, and without affecting
the number of Shares reserved or available hereunder, the Committee shall
authorize the issuance, continuation or assumption of outstanding Options or
provide for other equitable adjustments after changes in the Shares resulting
from any merger, consolidation, sale of assets, acquisition of property or
stock, recapitalization, reorganization or similar occurrence in which the
Corporation is the continuing or surviving corporation, upon such terms and
conditions as it may deem necessary to preserve Optionees' rights under the
Plan.
12.3 In the case of any sale of assets, merger, consolidation or
combination of the Corporation with or into another corporation other than a
transaction in which the Corporation is the continuing or surviving corporation
and which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property, or any combination
thereof (an "Acquisition"), any Optionee who holds an outstanding Option shall
have the right (subject to the provisions of the Plan and any limitation
applicable to the Option) thereafter and during the term of the Option, to
receive upon exercise thereof the Acquisition Consideration (as defined below)
receivable upon the Acquisition by a holder of the number of Shares which would
have been obtained upon exercise of the Option or portion thereof, as the case
may be, immediately prior to the Acquisition. The term "Acquisition
Consideration" shall mean the kind and amount of shares of the surviving or new
corporation, cash, securities, evidence of indebtedness, other property or any
combination thereof receivable in respect of one Share of the Corporation upon
consummation of an Acquisition.
ARTICLE XIII- COMPLIANCE WITH SEC REGULATIONS
It is the Corporation's intent that the Plan comply in all respects with
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any related regulations. If any provision of this Plan is later
found not to be in compliance with such Rule and regulations, the provision
shall be deemed null and void. All grants and exercises of Options under this
Plan shall be executed in accordance with the requirements of Section 16 of the
Exchange Act and regulations promulgated thereunder.
ARTICLE XIV - MISCELLANEOUS PROVISIONS
14.1 RIGHTS AS STOCKHOLDER. An Optionee under the Plan shall have no
rights as a holder of Corporation common stock with respect to Option grants
hereunder, unless and until certificates for shares of such stock are issued to
the Optionee, or such shares are credited to the Optionee's Account.
14.2 COMPLIANCE WITH LEGAL REGULATIONS. During the term of the Plan and
the term of any Options granted under the Plan, the Corporation shall at all
times reserve and keep available such number of shares as may be issuable under
the Plan, and shall seek to obtain from any regulatory body having jurisdiction
any requisite authority required in the opinion of counsel for the Corporation
in order to grant Options to purchase Shares of Corporation common stock or to
issue such stock pursuant thereto. If in the opinion of counsel for the
Corporation the transfer, issue or sale of any shares of its stock under the
Plan shall not be lawful for any reason, including the inability of the
Corporation to obtain from any regulatory body having jurisdiction authority
deemed by such counsel to be necessary to such transfer, issuance or sale, the
Corporation shall not be obligated to transfer, issue or sell any such shares.
In any event, the Corporation shall not be obligated to transfer, issue or sell
any shares to any participant unless a registration statement which complies
with the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), is in effect at the time with respect to such Shares or other appropriate
action has been take under and pursuant to the terms and provisions of the
Securities Act, or the Corporation receives evidence satisfactory to the
Committee that the transfer, issuance or sale of such shares, in the absence of
an effective registration statement or other appropriate action, would not
constitute a violation of the terms and provisions of the Securities Act.
14.3 COSTS AND EXPENSES. The costs and expenses of administering the Plan
shall be borne by the Corporation and not charged to any Option or to any
Non-employee Director receiving an Option.
ARTICLE XV - EFFECTIVE DATE
The Plan shall be submitted to the stockholders of the Corporation for
approval and, if approved by a majority of all the votes cast at the 1996 annual
meeting of stockholders, shall become effective as of the date of approval by
the Board. If stockholder approval is not obtained at the 1996 annual meeting
of stockholders, the Plan shall be nullified.