1
Exhibit 10.12
FORM OF
TransAct Technologies Incorporated
NON-EMPLOYEE DIRECTORS' STOCK PLAN
TransAct Technologies Incorporated Non-Employee Directors' Stock Plan
(the "Plan") is adopted by TransAct Technologies Incorporated (the "Company")
for the purpose of advancing the interests of the Company by providing
compensation and other incentives for the continued services of the Company's
non-employee directors and by attracting able individuals to directorships with
the Company.
1. Definitions. For purposes of this Plan, the following terms shall
have the meanings set forth below:
"Administrator" means the person(s) appointed by the Board to
administer the Plan as provided in Paragraph 2 hereof.
"Annual Meeting" means the annual meeting of the Company's
stockholders.
"Board" means the Board of Directors of TransAct Technologies
Incorporated.
"Change of Control" means (i) approval by the Company's stockholders of
a merger in which the Company does not survive as an independent, publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all or
substantially all the Company's assets, or (ii) any acquisition of voting
securities of the Company by any person or group (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), but excluding (a) the Company or
any of its subsidiaries, (b) any person who was an officer or director of the
Company on the day prior to the Effective Date, or (c) any savings, pension or
other benefits plan for the benefit of employees of the Company or any of its
subsidiaries, which theretofore did not beneficially own voting securities
representing more than 30% of the voting power of all outstanding voting
securities of the Company, if such acquisition results in such entity, person or
group owning beneficially securities representing more than 30% of the voting
power of all outstanding voting securities of the Company. As used herein,
"voting power" means ordinary voting power for the election of directors of the
Company.
"Common Shares" means the Company's common stock, $.01 par value per
share.
"Company" means TransAct Technologies Incorporated, a Delaware
corporation.
"Effective Date" means the date of the initial offering of the
Company's Common Shares to the public.
"Grant Date" means the effective date of a grant of options pursuant to
Paragraph 4(a) hereof.
"Market Value" means the closing price of the Common Shares as reported
by NASDAQ.
"Participant" means a director who has met the requirements of
eligibility and participation described in Paragraph 3 hereof.
2. Administration. The Plan shall be administered by the Administrator.
The Administrator may establish, subject to the provisions of the Plan, such
rules and regulations as it deems necessary for the proper
2
administration of the Plan, and make such determination and take such action in
connection therewith or in relation to the Plan as it deems necessary or
advisable, consistent with the Plan.
3. Eligibility and Participation.
(a) A non-employee director of the Company shall automatically become a
Participant in the Plan as of the later of (i) the Effective Date, or (ii) the
date of initial election to the Board. A director who is a regular employee or
officer of the Company is not eligible to participate in the Plan.
(b) A Participant shall cease participation in the Plan as of the date
the Participant (i) fails to be re-elected to the Board, (ii) resigns or
otherwise vacates his position on the Board, or (iii) becomes a regular employee
or officer of the Company.
4. Compensation. For all services rendered as a director of the
Company, the Company shall grant options to each Participant as provided herein.
(a) Grant of Options. Each person who is a Participant on the Effective
Date shall be awarded a non-qualified option to purchase 10,000 Common Shares
effective as of the Effective Date, at a price equal to the Market Value of
Common Shares on that date. Any person who becomes a Participant after the
Effective Date shall be awarded non-qualified options to purchase 5,000 Common
Shares effective as of the date of the Annual Meeting at which such election
occurs, or if the Participant is first elected to the Board other than at an
Annual Meeting, as of the date of such election, at a price equal to the Market
Value of Common Shares on that date.
For years beginning after 1996, on the date of the first Board meeting
following the Annual Meeting of each year, a Participant (other than a director
who is first elected at the Annual Meeting for that year or within six months
prior to such Annual Meeting), shall be awarded non-qualified options to
purchase 2,500 Common Shares, effective as of the date of such Board meeting, at
a price equal to the Market Value of Common Shares on that date.
(b) Term and Exercisability. All options shall have a term of 10 years
and shall vest in accordance with the following schedule:
Percentage of Options Vesting Date
--------------------- ------------
20% 1st anniversary of Grant Date
20% 2nd anniversary of Grant Date
20% 3rd anniversary of Grant Date
20% 4th anniversary of Grant Date
20% 5th anniversary of Grant Date
Notwithstanding the foregoing, all options shall become immediately
exercisable upon a Change of Control of the Company.
(c) Method of exercise. An option granted under the Plan may be
exercised, in whole or in part, by submitting a written notice to the Board,
signed by the Participant or such other person who may be entitled to exercise
such option, and specifying the number of Common Shares as to which the option
is being
2
3
exercised. Such notice shall be accompanied by the payment of the full option
price for such Common Shares, or shall fix a date (not more than ten business
days from the date of such notice) for the payment of the full option price of
the Common Shares being purchased. Payment shall be made in the form of cash,
Common Shares (to the extent permitted by law), or both. A certificate or
certificates for the Common Shares purchased shall be issued by the Company
after the exercise of the option and full payment therefor.
(d) Termination of Directorship. If a Participant fails to be
re-elected to the Board, resigns or otherwise ceases to be a director of the
Company for reasons other than death or disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code), all options granted under this
Plan to such Participant which are not exercisable on such date shall
immediately terminate, and any remaining options shall terminate if not
exercised before thirty (30) days following such termination, or at such earlier
time as may be applicable under Paragraph 4(b) above. If the Participant dies or
becomes disabled within the thirty (30) day period described above, such
remaining options may be exercised by the Participant or the Participant's
personal representative at any time before the expiration of twelve (12) months
following the date of death or commencement of disability.
If a Participant ceases to be a director of the Company by reason of
death or disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code), all options granted under this Plan to such Participant which are
not exercisable on such date shall become immediately exercisable, and may be
exercised at any time before the expiration of twelve (12) months following the
date of death or commencement of disability, or such earlier time as may be
applicable under Paragraph 4(b) above.
(e) Non-transferability. Each option and all rights thereunder shall be
exercisable during the Participant's lifetime only by him and shall be
non-assignable and non-transferable by the Participant except, in the event of
the Participant's death, by will or by the laws of descent and distribution. In
the event the death of a Participant occurs, the representative or
representatives of the Participant's estate, or the person or persons who
acquired (by bequest or inheritance) the rights to exercise the Participant's
options in whole or in part may exercise the option prior to the expiration of
the applicable exercise period, as specified in Paragraph 4(d) above.
(f) No rights as stockholder. A Participant shall have no rights as a
stockholder with respect to any Common Shares subject to the option prior to the
date of issuance of a certificate or certificates for such Common Shares.
(g) Compliance with securities laws. Options granted and Common Shares
issued by the Company upon exercise of options shall be granted and issued only
in full compliance with all applicable securities laws, including laws, rules
and regulations of the Securities and Exchange Commission and applicable state
Blue Sky Laws. With respect thereto, the Board may impose such conditions on
transfer, restrictions and limitations as it may deem necessary and appropriate
to assure compliance with such applicable securities laws.
5. Shares Subject to the Plan.
(a) The Common Shares to be issued and delivered by the Company upon
the exercise of options under the Plan may be either authorized but unissued
shares or treasury shares of the Company.
3
4
(b) The aggregate number of Common Shares of the Company which may be
issued under the Plan shall not exceed 100,000 shares; subject, however, to the
adjustment provided in Paragraph 6 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after the effective date of
this Plan.
(c) Common Shares covered by an option which is no longer exercisable
with respect to such shares shall again be available for issuance under this
Plan.
6. Share Adjustments. In the event there is any change in the Company's
Common Shares resulting from stock splits, stock dividends, combinations or
exchanges of shares, or other similar capital adjustments, equitable
proportionate adjustments shall automatically be made without further action by
the Board or Administrator in (i) the number of Common Shares available for
award under this Plan, (ii) the number of Common Shares subject to options
granted under this Plan, and (iii) the option price of options granted under
this Plan.
7. Amendment or Termination. The Board may terminate this Plan at any
time, and may amend the Plan at any time or from time to time; provided,
however, that the Plan shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder; and further provided
that any amendment that would increase the aggregate number of Common Shares
that may be issued under the Plan, materially increase the benefits accruing to
Participants under the Plan, or materially modify the requirements as to
eligibility for participation in the Plan shall be subject to the approval of
the Company stockholders to the extent required by Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, or any other governing rules or
regulations except that such increase or modification that may result from
adjustments authorized by Paragraph 6 does not require such approval. If the
Plan is terminated, any unexercised option shall continue to be exercisable in
accordance with its terms.
8. Company Responsibility. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Company.
9. Implied Consent. Every Participant, by acceptance of an award under
this Plan, shall be deemed to have consented to be bound, on his or her own
behalf and on behalf of his or her heirs, assigns, and legal representatives, by
all of the terms and conditions of this Plan.
10. Delaware Law to Govern. This Plan shall be construed and
administered in accordance with and governed by the laws of the State of
Delaware.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer as of the 22 day of August, 1996.
TransAct Technologies Incorporated
By: BART C. SHULDMAN
Title: Chief Executive Officer
4