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THE COLEMAN COMPANY, INC.
1992 STOCK OPTION PLAN
AS AMENDED
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1. PURPOSE.
This 1992 Stock Option Plan ("Plan") is intended to encourage stock
ownership by employees of The Coleman Company, Inc. (the "Company") and
employees of Affiliated Corporations (as defined in Section 2(a) hereof), so
that they may acquire or increase their proprietary interest in the Company, and
to encourage such employees to remain in the employ of the Company and to put
forth maximum efforts for the success of the business. It is further intended
that options granted by the Committee (as defined herein) pursuant to Section 6
of this Plan shall constitute "incentive stock options" ("Incentive Stock
Options") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, and the regulations issued thereunder (the "Code"), and
options granted by the Committee pursuant to Section 7 of this Plan shall
constitute "nonqualified stock options" ("Nonqualified Stock Options"). Options
granted under the Plan ("Options") may be accompanied by stock appreciation
rights ("Rights"), as hereinafter set forth. Rights may also be granted alone.
2. DEFINITIONS.
As used in this Plan, the following words and phrases shall have the
meanings indicated:
(a) "Affiliate Corporation" or "Affiliate" shall mean any corporation,
directly or indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with the Company.
(b) "Disability" shall mean an inability of an Optionee (as defined
herein) to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or that has lasted or can be expected to last for a continuous period of
not less than twelve months.
(c) "Fair Market Value" per share as of a particular date shall mean (i)
the closing sales price per share of Common Stock (as defined herein) on a
national securities exchange for the last preceding date on which there was a
sale of such Common Stock on such exchange, or (ii) if the shares of Common
Stock are then traded on an over-the-counter market, the average of the closing
bid and asked prices for the shares of Common Stock in such over-the-counter
market for the last preceding date on which there was a sale of such Common
Stock in such market, or (iii) if the shares of Common Stock are not then listed
on a national securities exchange or traded in an over-the-counter market, such
value as the Committee in its discretion may
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determine.
(d) "Parent Corporation" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of granting an Option, each of such corporations (other than the Company)
owns stock possessing fifty percent or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
(e) "Subsidiary Corporation" shall mean any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of granting an Option, each of such corporations other than the last
corporation in an unbroken chain owns stock possessing fifty percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
(f) "Ten Percent Stockholder" shall mean an Optionee who, at the time an
Incentive Stock Option is granted, owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company or of
its Parent Corporations or Subsidiary Corporations.
3. ADMINISTRATION.
The Plan shall be administered by the Management Compensation and Stock
Option Committee (the "Committee"), consisting of at least two members of the
Board of Directors of the Company (the "Board"), none of whom is or shall have
been for at least one year prior to such appointment granted or awarded equity
securities pursuant to the Plan or any other plan of the Company or any of its
Affiliates entitling the participants therein to acquire stock, stock options or
stock appreciation rights of the Company or any of its Affiliates.
The Committee shall have the authority in its discretion, subject to and
not inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to it
under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Options; to determine
which Options shall constitute Incentive Stock Options and which Options shall
constitute Nonqualified Stock Options; to determine which Options (if any) shall
be accompanied by Rights; to determine the purchase price of the shares of
Common Stock covered by each Option (the "Option Price"); to determine the
persons to whom, and the time or times at which, Options shall be granted; to
determine the number of shares to be covered by each Option; to interpret the
Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of the Option Agreements (which need
not be identical) entered into in connection with Options granted under the
Plan; and to make all other determinations deemed necessary or advisable for the
administration of the Plan. The Committee may delegate to one or more of its
members or to one or
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more agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan.
No member of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option or Right
granted hereunder.
4. ELIGIBILITY.
Options or Rights, or both, may be granted to key employees (including,
without limitation, officers, and directors who are employees) of the Company or
its present or future Affiliate Corporations, except that Incentive Stock
Options shall be granted only to individuals who, on the date of such grant, are
employees of the Company or a Parent Corporation or a Subsidiary Corporation.
In determining the persons to whom Options and Rights shall be granted and the
number of shares to be covered by each Option and any Rights, the Committee
shall take into account the duties of the respective persons, their present and
potential contributions to the success of the Company and such other factors as
the Committee shall deem relevant in connection with accomplishing the purpose
of the Plan. A person to whom an Option has been granted hereunder is sometimes
referred to herein as an "Optionee."
An Optionee shall be eligible to receive more than one grant of an Option
during the term of the Plan, but only on the terms and subject to the
restrictions hereinafter set forth.
5. STOCK.
The stock subject to Options and Rights hereunder shall be shares of the
Company's common stock, par value $0.01 per share ("Common Stock"). Such shares
may, in whole or in part, be authorized but unissued shares or shares that shall
have been or that may be reacquired by the Company. The aggregate number of
shares of Common Stock as to which Options and Rights may be granted from time
to time under the Plan shall not exceed 500,000. The limitation established by
the preceding sentence shall be subject to adjustment as provided in Section
8(h) hereof.
In the event that any outstanding Option under the Plan for any reason
expires or is terminated without having been exercised in full or without having
been surrendered in full in connection with the exercise of a Right, the shares
of Common Stock allocable to the unexercised portion of such Options shall
(unless the Plan shall have been terminated) become available for subsequent
grants of Options and Rights under the Plan.
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6. INCENTIVE STOCK OPTIONS.
Options granted pursuant to this Section 6 are intended to constitute
Incentive Stock Options and shall be subject to the following special terms and
conditions, in addition to the general terms and conditions specified in Section
8 hereof.
(a) VALUE OF SHARES. The aggregate Fair Market Value (determined as of
the date the Incentive Stock Option is granted) of the shares of Common Stock
with respect to which Options granted under this Plan and all other option plans
of the Company, any Parent Corporation and any Subsidiary Corporation become
exercisable for the first time by an Optionee during any calendar year shall not
exceed $100,000.
(b) TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, (i) the Option Price shall not be less
than one hundred ten percent of the Fair Market Value of a share of Common Stock
of the Company on the date of grant of such Incentive Stock Option, and (ii) the
exercise period shall not exceed five years from the date of grant of such
Incentive Stock Options.
7. NONQUALIFIED STOCK OPTIONS.
Options granted pursuant to this Section 7 are intended to constitute
Nonqualified Stock Options and shall be subject only to the general terms and
conditions specified in Section 8 hereof.
8. TERMS AND CONDITIONS OF OPTIONS.
Each Option granted pursuant to the Plan shall be evidenced by a written
Option Agreement between the Company and the Optionee, which agreement shall
comply with and be subject to the following terms and conditions:
(a) NUMBER OF SHARES. Each Option Agreement shall state the number of
shares of Common Stock to which the Option relates.
(b) OPTION PRICE. Each Option Agreement shall state the Option Price per
share of Common Stock, which, in the case of Incentive Stock Options, shall be
not less than one hundred percent of the Fair Market Value of a share of Common
Stock of the Company on the date of grant of the Option. The Option Price shall
be subject to adjustment as provided in Section 8(h) hereof. The date on which
the Committee adopts a resolution expressly granting an Option shall be
considered the day on which such Option is granted.
(c) MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in full,
at the time of exercise, in case or in shares of Common Stock having a Fair
Market Value
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equal to such Option Price or in a combination of cash and such shares, and
may be effected in whole or in part (i) with monies borrowed from the Company
pursuant to repayment terms and conditions as shall be determined from time
to time by the Committee, in its discretion, separately with respect to each
exercise of Options and each Optionee; provided, however that each such
method and time for payment and each such borrowing and terms and conditions
of security, if any, and repayment shall be permitted by and be in compliance
with applicable law.
(d) TERM AND EXERCISE OF OPTIONS. Options shall be exercisable over the
exercise period as and at the times and upon the conditions that the Committee
may determine, as reflected in the Option Agreement; provided, however, that the
Committee shall have the authority to accelerate the exercisability of any
outstanding Option at such time and under such circumstances as it, in its sole
discretion, deems appropriate. The exercise period shall be determined by the
Committee; provided, however, that in the case of an Incentive Stock Option,
such exercise period shall not exceed ten years from the date of grant of such
Incentive Stock Option. The exercise period shall be subject to earlier
termination as provided in Section 8(e) and 8(f) hereof. An Option may be
exercised, as to any or all full shares of Common Stock as to which the Option
has become exercisable, by giving written notice of such exercise to the
Committee; provided, however, that an Option may not be exercised at any time as
to fewer than one hundred shares (or such number of shares as to which the
Option is then exercisable if such number of shares is less than one hundred).
(e) TERMINATION OF EMPLOYMENT. Except as provided in this Section 8(e)
and in Section 8(f) hereof, an Option may not be exercised unless the Optionee
is then in the employ of (1) the Company, (2) an Affiliate Corporation or (3) a
corporation issuing or assuming the Option in a transaction to which Section
424(a) of the Code applies or a parent corporation or subsidiary corporation of
the corporation described in this Clause 3, and unless the Optionee has remained
continuously so employed since the date of grant of the Option. In the event
that the employment of an Optionee shall terminate (other than by reason of
death, disability or retirement), all Options of such Optionee that are
exercisable at the time of such termination may, unless earlier terminated in
accordance with their terms be exercised within three months after such
termination. Nothing in the Plan or in any Option or Right granted pursuant
hereto shall confer upon an individual any right to continue in the employ of
the Company or any of its Affiliate Corporations or interfere in any way with
the right of the Company or any such Affiliate Corporation to terminate such
employment at any time.
(f) DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee shall die
while employed by the Company or an Affiliate Corporation, or within three
months after the termination of such Optionee's employment, or if the Optionee's
employment shall terminate by reason of disability or retirement, all Options
theretofore granted to such Optionee (to the extent otherwise exercisable) may,
unless earlier terminated in accordance with their terms, be exercised by the
Optionee or by the Optionee's estate
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or by a person who acquired the right to exercise such Option by bequest or
inheritance or otherwise by reason of the death or disability of the
Optionee, at any time within one year after the date of death, disability or
retirement of the Optionee.
(g) NONTRANSFERABILITY OF OPTIONS. The Options are nontransferable except
(1) by will or by laws of descent and distribution, or (2) as specifically
provided below. The Optionee may transfer Nonqualified Stock Options to members
of his or her Immediate Family (as defined below) (any such transferee,
"Permitted Transferee") if the Optionee does not receive any consideration for
the transfer. "Immediate Family" refers to children, grandchildren, and spouse
of the Optionee or one or more trusts solely for the benefit of such family
members, or partnerships in which such family members are the only partners.
"Affiliate" refers to any person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Optionee. Options may be exercised during the lifetime of the
Optionee, only by the Optionee, or by the guardian or legal representative of
the Optionee or the Permitted Transferee as described in this Section 8(h). The
Optionee shall give notice to the Company of any transfer hereunder as soon as
practicable following the date of such transfer. Any such Permitted Transferee
must agree in writing to be bound by all the provisions of the Option Agreement
relating to such transferred option, and the Company must be given a copy of
such instrument.
(h) EFFECT OF CERTAIN CHANGES.
(1) If there is any change in the number of shares of Common Stock
through the declaration of stock dividends, or through recapitalization
resulting in stock splits, or combinations or exchanges of such shares, the
number of shares of Common Stock available for Options and Rights, the
number of such shares covered by outstanding Options and Rights, and the
price per share of such Options or the applicable market value of Rights,
shall be proportionately adjusted by the Committee to reflect any increase
or decrease in the number of issued shares of Common Stock; provided,
however, that any fractional shares resulting from such adjustment shall be
eliminated.
(2) In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any
such change shall be deemed to be the Common Stock within the meaning of
the Plan.
(3) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive,
provided that each Incentive Stock Option granted pursuant to this Plan
shall not be adjusted in a manner that causes such option to fail to
continue to qualify as
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an Incentive Stock Option within the meaning of Section 422 of the Code.
(i) RIGHTS AS A STOCKHOLDER. An Optionee or a transferee of an Option
shall have no rights as a stockholder with respect to any shares covered by the
Option until the date of the issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distribution of other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 8(h) hereof.
(j) OTHER PROVISIONS. The Option Agreements authorized under the Plan
shall contain such other provisions, including, without limitation, (i) the
granting of Rights, (ii) the imposition of restrictions upon the exercise of an
Option, and (iii) in the case of an Incentive Stock Option, the inclusion of any
condition not inconsistent with such Options qualifying as an Incentive Stock
Option, as the Committee shall deem advisable.
9. STOCK APPRECIATION RIGHTS.
(a) GRANT AND EXERCISE. Rights may be granted either alone ("Free
Standing Rights") or in conjunction with all or part of any Stock Option granted
under the Plan ("Related Rights"). In the case of a Nonqualified Stock Option,
Related Rights may be granted either at or after the time of the grant of such
Stock Option. In the case of an Incentive Stock Option, Related Rights may be
granted only at the time of the grant of the Incentive Stock Option.
A Related Right or applicable portion thereof granted with respect to a
given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that, unless
otherwise provided by the Committee at the time of grant, a Related Right
granted with respect to less than the full number of shares covered by a related
Stock Option shall only be reduced if an to the extent that the number of shares
covered by the exercise of termination of the related Stock Option exceeds the
number of shares not covered by the Right.
A Related Right may be exercised by an Optionee, in accordance with
paragraph (b) of this Section 9, by surrendering the applicable portion of the
related Stock Option. Upon such exercise and surrender, the Optionee shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(b) of this Section 9. Stock Options which have been so surrendered, in whole
or in part, shall no longer be exercisable to the extent the Related Rights have
been exercised.
(b) TERMS AND CONDITIONS. Rights shall be subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as shall be
determined from time to time by the Committee, including the following:
(1) Rights which are Related Rights shall be exercisable only at such
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time or times and to the extent that the Options to which they relate shall
be exercisable in accordance with the provisions of Sections 6, 7, 8 and
this Section 9 of the Plan; provided, however, that any Related Right shall
not be exercisable during the first six months of the term of the Related
Right, except that this additional limitation shall not apply in the event
of death or disability of the Optionee prior to the expiration of the six-
month period.
(2) Upon the exercise of a Related Right, an Optionee shall be
entitled to receive up to, but not more than, an amount in cash or shares
of Common Stock equal in value to the excess of the Fair Market Value as of
the date of exercise of one share of Common Stock over the option price per
share specified in the related Option multiplied by the number of shares in
respect of which the Related Right shall have been exercised, with the
Committee having the right to determine the form of payment.
(3) Related Rights shall be transferable only when and to the extent
that the underlying Option would be transferable under paragraph (g) of
Section 8 of the Plan.
(4) Upon the exercise of a Related Right, the Option or part thereof
to which such Related Right is related shall be deemed to have been
exercised for the purpose of the limitation set forth in Section 5 of the
Plan on the number of shares of Common Stock to be issued under the Plan,
but only to the extent of the number of shares issued under the Related
Right.
(5) [not used]
(6) Rights which are Free Standing Rights shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at or after grant; provided, however, that Free
Standing Rights shall not be exercisable during the first six months of the
term of the Free Standing Right, except that this limitation shall not
apply in the event of death or disability of the recipient of the Free
Standing Right prior to the expiration of the six-month period.
(7) The term of each Free Standing Right shall be fixed by the
Committee, but no Free Standing Right shall be exercisable more than ten
years after the date such right is granted.
(8) Upon the exercise of a Free Standing Right, a recipient shall be
entitled to receive up to, but not more than, an amount in cash or shares
of Common Stock equal in value to the excess of the Fair Market Value as of
the date of exercise of one share of Common Stock over the price per share
specified in the Free Standing Right (which shall be no less than one
hundred percent of the Fair Market Value of the Common Stock on the date of
grant)
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multiplied by the number of shares in respect to which the Right is being
exercised, with the committee having the right to determine the for of
payment.
(9) Free Standing Rights shall be transferable to the same extent and
subject to the same conditions as set forth in Section 8(g) of the Plan.
(10) In the event of the termination of employment of a recipient of a
Free Standing Right, such Right shall be exercisable to the same extent
that an Option would have been exercisable in the event of the termination
of employment of an Optionee.
10. AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.
If the Committee shall so require, as a condition of exercise, each
Optionee shall agree that
(a) no later than the date of exercise of any Option or Right granted
hereunder, the Optionee will pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any Federal, state or local
taxes of any kind required by law to be withheld upon the exercise of such
Option or Right; and
(b) the Company shall, to the extent permitted or required by law, have
the right to deduct from any payment of any kind otherwise due to the Optionee,
Federal, state and local taxes of any kind required by law to be withheld upon
the exercise of such Option or Right.
11. TERM OF PLAN.
Options and Rights may be granted pursuant to the Plan from time to time
within a period of ten years from the date the Plan is adopted by the Board.
12. AMENDMENT AND TERMINATION OF THE PLAN.
The Board at any time and from time to time may suspend, terminate, modify
or amend the Plan. Except as provided in Section 8 hereof, no suspension,
termination, modification or amendment of the Plan may adversely affect any
Option or Right previously granted, unless the written consent of the Optionee
is obtained.
13. APPROVAL OF STOCKHOLDERS.
The Plan shall take effect upon its adoption by the Board of Directors but
shall be subject to the approval of the holders of a majority of the issued and
outstanding shares of Common Stock of the Company, which approval must occur
within twelve months after the date the Plan is adopted by the Board.
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14. EFFECT OF HEADINGS.
The section and subsection headings contained herein are for convenience
only and shall not affect the construction hereof.
August 8, 1997