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Exhibit 99.2
BIO-PLEXUS, INC.
1991 LONG-TERM INCENTIVE PLAN
Section I. Preamble. Bio-Plexus, Inc., a corporation incorporated under
the laws of the State of Connecticut (the "Company"), hereby adopts the
Bio-Plexus, Inc. 1991 Long-Term Incentive Plan (the "Plan"). Capitalized nouns
used herein shall have the meaning attributed to them in Section V hereof.
Section II. Purpose of the Plan. The purposes of the Plan are: (i) to
encourage stock ownership by key salaried employees and certain other persons
who provide services to the Company, (ii) to assist the Company in retaining and
attracting key employees with requisite experience and ability; and (iii) to
associate more closely the interests of certain key contributors to the success
of the Company with the interests of the Company's stockholders. Non-employee
Directors of the Company shall not be entitled to participate in the Plan.
Section III. Administration.
(a) The Committee. The Plan shall be administered by a Plan Committee
composed of at least two (2) members of the Company's Board of Directors (the
"Committee"); provided, however, that only Outside Directors shall be eligible
to be members of the Committee. If the Board of Directors has not appointed a
Committee, the Plan shall be administered by all of the members of the Board of
Directors who are Outside Directors, and in such event, references in the Plan
to the Committee shall be deemed to be to all of the Outside Directors as a
group.
(b) Authority and Discretion of Committee. Subject to the express
provisions of the Plan and provided that all actions taken shall be consistent
with the purposes of the Plan, the Committee shall have full and complete
authority and the sole discretion to: (i) select the Participants; (ii)
determine the size and the form of the award or awards to be granted to any
Participant; (iii) determine the time or times such awards shall be granted;
(iv) establish the terms and conditions upon which such awards may be exercised
and/or transferred; (v) alter any restrictions; and (vi) adopt such rules and
regulations, establish, define and/or interpret any other terms and conditions,
and make all other determinations (which may be on a case-by-case basis) deemed
necessary or desirable for the administration of the Plan.
Section IV. Awards. Awards under the Plan may include any or all of the
following, as described herein: Options, either Incentive Stock Options or
Non-Qualified Stock Options with or without Stock Appreciation Rights,
Restricted Share Awards with or without Performance Shares, or Warrants. Awards
to Covered Employees will be subject to the limitations contained in subsection
(h) hereof.
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(a) Options. Options ("Options") are rights to purchase, for a
predetermined period of time, shares of common stock of the Company ("Common
Stock") at a stated price determined by the Committee on the date of grant.
(i) The Committee may grant Options either alone or in conjunction
with Stock Appreciation Rights as described in Paragraph (d) below. It
shall determine the number of shares of Common Stock to be covered by
each such Option.
(ii) The Committee will determine the conditions of Option exercise,
as well as the conditions upon which Options shall lapse, but in no event
may any portion of a Option be exercisable later than ten (10) years from
the date of the grant.
(iii) The Committee may provide for acceleration of Option exercise
in case of acquisition or significant change in ownership of the Company.
(iv) The purchase price of shares purchased pursuant to any Option
shall be paid in full upon exercise, either (a) in cash, (b) by delivery
of shares of Common Stock (valued at their Fair Market Value on the date
of purchase), or (c) a combination of cash and Common Stock.
(b) Incentive Stock Options. An Option designated by the Committee as an
"Incentive Stock Option" is intended to qualify as an "incentive stock option"
within the meaning of Subsection (b) of Section 422 of the Internal Revenue Code
of 1986, as it may be amended from time to time (the "Code"). Incentive Stock
Options must meet the following conditions:
(i) The option price must be equal to, or exceed, the Fair Market
Value of the underlying stock on the date of the grant.
(ii) Incentive Stock Options must not be exercisable after ten (10)
years from the date of the grant.
(iii) All shares acquired form the exercise of Incentive Stock
Options must be held for two (2) years from the date of the grant and one
(1) year from the date of the transfer of such shares (exercise date).
(iv) The aggregate Fair Market Value, determined on the grant date,
of the shares of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by an individual in any
calendar year shall not exceed One Hundred Thousand ($100,000) Dollars.
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(v) Incentive Stock Options may only be granted to common law
employees of the Company.
(vi) An Incentive Stock Option shall not be granted to an individual
who, on the date of grant, owns stock possessing more than ten (10%)
percent of the total combined voting power of all classes of stock of the
Company or of any subsidiary corporation unless (a) the option price
equals at least one hundred ten (110%) percent of the Fair Market Value
of the stock on the date the Option is granted, and (b) the option, by
its terms, may not be exercisable more than five (5) years after the date
of grant.
(vii) Unexercised Incentive Stock Options shall lapse three (3)
months after termination of the recipient's employment with the Company.
(c) Non-Qualified Stock Options. Non-Qualified Stock Options are Options
that do not qualify for the tax treatment provided in Section 421 of the Code.
Non-Qualified Stock Options may be granted to any person entitled to participate
in the Plan as the Committee shall determine from time to time.
(d) Stock Appreciation Rights. "Stock Appreciation Rights" are rights to
receive cash and/or Common Stock in lieu of the purchase of shares under a
related Option. The Committee may grant Stock Appreciation Rights to any
recipient of an Option either at the time of the grant of the Option or
subsequently by amendment to such grant. All Stock Appreciation Rights shall be
granted under and subject to the following terms and conditions and such other
terms and conditions as the Committee may establish:
(i) Each Stock Appreciation Right shall be exercisable at the same
times and with regard to the same number of shares as the related Option
is exercisable.
(ii) Each Stock Appreciation Right shall entitle the holder thereof
to surrender to the Company a portion of or all of the unexercised, but
exercisable, related Option, and to receive with respect to each share of
Common Stock represented by such surrendered portion cash or shares of
Common Stock of a value equal to the amount by which the Fair Market
Value of each such share on the date of exercise exceeds the option price
provided in the related Option. The recipient shall not be required to
pay the Option exercise price upon surrender of the Option or exercise of
the related Stock Appreciation Right. The right to receive cash shall
only be available for a Stock Appreciation Right held for at least six
(6) months from the date of acquisition to the date of cash settlement.
(iii) Each surrender of a portion of or all of an Option upon the
exercise of a Stock Appreciation Right shall cause a share for share
reduction in the number of shares of Common Stock covered by the related
Option.
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(iv) The Committee in its sole discretion shall have the right to
approve or disapprove the election of a holder to receive cash in whole
or in part in settlement of a Stock Appreciation Right.
(v) The election of a holder to receive cash in full or partial
satisfaction of a Stock Appreciation Right, as well as the exercise of
the Stock Appreciation Right for cash must be made between the third
(3rd) business day following the date of release of financial data
meeting the requirements of Rule 16b-3(e)(1)(ii) promulgated under the
Securities Exchange Act of 1934, as amended, and the twelfth (12th)
business day following such date.
(vi) Notwithstanding any other provisions of the Plan, the Committee
may from time to time determine the maximum amount of cash or stock which
may be paid or issued upon exercise of Stock Appreciation Rights (a) in
any year and/or (b) to any particular recipient. In no event, however,
may the cash portion of such payment exceed fifty (50%) percent of the
total amount due. Any other limitation on payments may be changed by the
Committee from time to time, provided that no such change shall require
the holder to return to the Company any amount theretofore received upon
the exercise of Stock Appreciation Rights.
(e) Restricted Stock Awards. "Restricted Stock Awards" are grants of
Common Stock to a recipient subject to the restrictions described in the
following subsections.
(i) The Committee may award Restricted Stock alone or in conjunction
with Performance Shares as described in Paragraph (f) below. The
Committee shall further determine the number of shares of Restricted
Stock to be awarded.
(ii) Restricted Stock may not be sold, transferred or otherwise
disposed of, pledged, or otherwise encumbered.
(iii) In the event a recipient is an employee and there is a
termination of employment for any reason except death, Retirement or
Permanent Disability, Restricted Stock shall be returned to the Company
within thirty (30) days following such termination and then shall be
deemed void for all corporate purposes.
(iv) v) Restriction terms and conditions will be set by the Committee
at the time of award; in no event, however, may any restrictions lapse
before one (1) year after the date of award or later than ten (10) years
from such date.
(v) Existing restrictions against disposition of the shares, and the
obligation to return to the Company those shares with respect to which
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such restrictions and obligation have not otherwise lapsed shall lapse
upon the occurrence of the earlier of the death, Retirement or Permanent
Disability of the recipient of a Restricted Stock Award.
(vi) In addition to the terms provided in Paragraph (e)(v) above, the
Committee may, in its discretion, provide for accelerated lapse of
restrictions in case of acquisition or other change of ownership of the
Company.
(vii) Certificates issued in respect of Restricted Stock granted
under the Plan shall be registered in the name of the recipient but shall
bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby is restricted and the shares are
subject to the further terms and conditions contained in the
1991 Long-Term Incentive Plan of Bio-Plexus, Inc. and in a
certain agreement executed pursuant thereto. Copies of said
plan and agreement are on file in the office of the Treasurer
of the Company at the Company's offices in Tolland,
Connecticut."
(viii) In order to enforce the restrictions, terms and conditions on
Restricted Stock, each recipient thereof shall, immediately upon receipt
of a certificate or certificates representing such shares, deposit such
certificates together with stock powers and other instructions of
transfer as the Committee may require, appropriately endorsed in blank,
with the Company as Escrow Agent under a letter agreement, in such form
as shall be determined by the Committee.
(f) Performance Shares. Performance Shares are rights to payment in cash
of an amount equal to the Fair Market Value of Company Common Stock on the date
the restrictions lapse on an accompanying Restricted Stock Award. The Committee
may grant Performance Shares to a recipient of Restricted Stock either at the
time of the award of the Restricted Stock or subsequently by amendment of such
award. Any number of Performance Shares up to an amount equal to the number of
shares of the accompanying Restricted Stock Award may be granted by the
Committee. The Committee may impose such restrictions on the surrender of
Performance Shares as it shall deem necessary or desirable.
(g) Warrants. Warrants are rights to purchase shares of Common Stock of
the Company at a stated exercise price for a predetermined time.
(i) The Committee shall determine the number of shares of Common
Stock to be subject to each Warrant and shall issue Warrants at the
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exercise price of not less than the Fair Market Value per share as of the
date of issuance of the Warrant.
(ii) The Committee will determine the terms and conditions of Warrant
exercise, but in no event may any Warrant be exercisable later than ten
(10) years from the date of grant.
(iii) The purchase price of share purchased pursuant to any Warrant
exercise shall be paid in cash.
(iv) The Committee will determine the conditions and terms upon which
Warrants may be forfeited, provided the Committee may in its discretion
issue Warrants without forfeiture conditions.
(v) A Warrant shall be treated as an option that does not qualify for
the tax treatment provided in Section 421 of the Code. The Committee as
part of the grant or issuance of Warrants may commit the Company to
reimburse the Participant/grantee for the federal and state income taxes
which may be imposed by virtue of the exercise of the Warrant.
(h) Special Rules for Awards to Covered Employees. Awards to Covered
Employees shall be made only in compliance with all of the following conditions:
(i) Only the Committee shall have authority to make awards to Covered
Employees;
(ii) Awards involving no more than Fifty Thousand (50,000) shares of
the Company's Common Stock shall be made to any Covered Employee in any
calendar year; and
(iii) Covered Employees shall be eligible to receive only awards, the
economic benefits of which are a function of the increase in the value of
the underlying stock after the date of the grant.
Section V. Miscellaneous Provisions.
(a) Rights of Recipients of Awards. The holder of Stock Appreciation
Rights or any Option or Warrant granted under the Plan shall have no rights as a
stockholder of the Company with respect thereto unless and until certificates
for shares are issued. The holder of a Restricted Stock Award will be entitled
to receive any dividends on such shares in the same amount and at the same time
as declared on shares of Common Stock of the Company and shall be entitled to
vote such shares as a stockholder of record.
(b) Assignment of Options, Stock Appreciation Rights and Warrants. No
Option, Stock Appreciation Right, Warrant, or any rights or interests of the
recipient therein shall
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be assignable or transferable by such recipient except by will or the laws of
descent and distribution. During the lifetime of the recipient, such Option,
Warrant or Stock Appreciation Right shall be exercisable only by, or payable
only to, the recipient thereof.
(c) Further Agreements. All Options, Stock Appreciation Rights and
Warrants granted under this Plan shall be evidenced by agreements in such form
and containing such terms and conditions (not inconsistent with this Plan) as
the Committee may require.
(d) Legal and Other Requirements. No shares of Common Stock shall be
issued or transferred upon exercise of any award under the Plan unless and until
all legal requirements applicable to the issuance or transfer of such shares and
such other requirements as are consistent with the Plan have been complied with
to the satisfaction of the Committee. The Committee may require that prior to
the issuance or transfer of Common Stock hereunder, the recipient thereof shall
enter into a written agreement to comply with any Restriction on subsequent
disposition that the Committee or the Company deem necessary or advisable under
any applicable law, regulation or official interpretation thereof. Certificates
of stock issued hereunder may be legended to reflect such restrictions.
(e) Withholding of Taxes. Pursuant to applicable federal, state, local,
or foreign laws, the Company may be required to collect income or other taxes
upon the grant of certain awards, the exercise of an Option, Warrant, or Stock
Appreciation Rights. The Company may deduct from payments made under the Plan,
or require, as a condition to such award, or to the exercise of an Option,
Warrant or Stock Appreciation Right, that the recipient pay the Company, at such
time as the Committee or the Company determine, the amount of any taxes which
the Committee or the Company, in their discretion, determine are required to be
withheld.
(f) Right to Awards. No employee of the Company or other person shall
have any claim or right to be a Participant in this Plan or to be granted an
award hereunder. Neither this Plan nor any action taken hereunder shall be
construed as giving any Participant any right to be retained in the employ of
the Company. Nothing contained hereunder shall be construed as giving any
Participant or any other person any equity or interest of any kind in any assets
of the Company or creating a trust of any kind or a fiduciary relationship of
any kind between the Company and any such person. As to any claim for any unpaid
amounts under the Plan, any Participant or any other person having a claim for
payments shall be an unsecured creditor.
(g) Fair Market Value. "Fair Market Value" means, as of any given date,
the last reported sales price of the Company's Common Stock as reported in The
Wall Street Journal for such date or, if either no such sale is reported or the
Common Stock is not publicly traded on or as of such date, the fair market value
of the Common Stock as determined by the Committee in good faith based on the
available facts and circumstances at the time.
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(h) Participants. "Participants" shall mean persons receiving awards
pursuant to the Plan.
(i) Permanent Disability. "Permanent Disability" shall mean a long-term
disability as determined under rules and procedures similar to those that apply
in the Company's long-term disability plan for employees then in effect.
(j) Retirement. "Retirement" shall mean any date on which an employee
terminates employment with the Company on or after attaining age sixty-five
(65).
(k) Outside Director. "Outside Director" shall mean a member of the
Company's Board of Directors who: (i) is not, and has not been, an officer or
employee of the Company; and (ii) is not remunerated by the Company in any
capacity other than as member of the Board of Directors.
(l) Covered Employee. "Covered Employee" shall mean any person who is a
"covered employee" for purposes of Section 162(m)(3) of the Code.
(m) Indemnity. Neither the Board of Directors nor the Committee, nor any
members of either, nor any employees of the Company, shall be liable for any
act, omission, interpretation, construction, or determination made in good faith
in connection with their responsibilities with respect to the Plan, and the
Company hereby agrees to indemnify the members of the Board of Directors, the
members of the Committee, and the employees of the Company in respect of any
claim, loss, damage, or expense (including counsel fees) arising from any such
act, omission, interpretation, construction, or determination to the full extent
permitted by law.
Section VI. Amendment and Termination; Adjustments Upon Changes In Stock.
The Board of Directors of the Company may at any time, and from time to time,
amend, suspend or terminate the Plan in whole or in part; provided, however,
that the Board of Directors may not materially increase the benefits accruing to
Participants under the Plan, increase the number of shares of Common Stock
reserved for purposes of the Plan, or materially modify the requirements as to
eligibility for participation in the Plan without further approval by the
affirmative vote of at least a majority of the holders of the outstanding shares
of Common Stock present and voting at a meeting at which a quorum is present.
Except as provided herein, no amendment, suspension or termination of the Plan
may affect the rights of a Participant to whom an award has been granted without
such Participant's consent. If there shall be any change in the stock subject to
the Plan or to any Option, Stock Appreciation Right, Restricted Share Award,
Performance Share Award or Warrant granted under the Plan, through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split or
other change in the corporate structure, appropriate adjustments may be made by
the Board of Directors of the Company (or if the Company is not the surviving
corporation in any such transaction, the Board of Directors of the surviving
corporation) in the aggregate number and kind of shares
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subject to the Plan, and the number and kind of shares and the price per share
subject to outstanding options, Stock Appreciation Rights or Warrants.
Section VII. Shares of Stock Available. The number of shares of stock
subject to an award under this Plan shall not exceed Two Million Five Hundred
Thousand (2,500,000) shares of the Company's Common Stock. This amount will be
reduced upon the exercise of an Option or Warrant by the number of shares
exercised and upon the exercise of a Stock Appreciation Right by an amount equal
to the number of shares covered by the Option cancelled due to the Stock
Appreciation Right exercised. Any shares subject to an Option or Warrant
hereunder that for any reason is cancelled (other than because of the exercise
of an attached Stock Appreciation Right) or expires will be available for
further awards. Shares of Common Stock to be delivered under the Plan may be
authorized, but unissued shares, treasury shares, or shares reacquired on the
open market.
Section VIII. Effective Date and Term of the Plan. The effective date of
the Plan is May 23, 1992, and Awards under the Plan may be made for a period of
ten (10) years commencing on such date. The period during which an option or
other Award may be exercised may extend beyond that time as provided herein.
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