Exhibit 99.2
UROCOR, INC.
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
MAY 5, 1997
1. PURPOSE.
This 1997 Non-Employee Director Stock Option Plan (this "Plan") of UroCor,
Inc., a Delaware corporation (the "Company"), is adopted, subject to stockholder
approval, for the benefit of the directors of the Company who at the time of
their service are not employees of the Company or any of its subsidiaries
("Non-Employee Directors"), and is intended to advance the interests of the
Company by providing the Non-Employee Directors with additional incentive to
serve the Company by increasing their proprietary interest in the success of the
Company.
2. ADMINISTRATION.
This Plan shall be administered by a committee to be appointed by the
Board of Directors of the Company (the "Committee"), which Committee shall
consist of not less than two members of the Board of Directors and shall be
comprised solely of members of the Board of Directors who qualify as
non-employee directors as defined in Rule 16b-3(b)(3) of the Securities Exchange
Act of 1934, as amended (the "Securities Exchange Act"). For the purposes of
this Plan, a majority of the members of the Committee shall constitute a quorum
for the transaction of business, and the vote of a majority of those members
present at any meeting shall decide any question brought before that meeting. No
member of the Committee shall be liable for any act or omission of any other
member of the Committee or for any act or omission on his own part, including
(without limitation) the exercise of any power or discretion given to him under
this Plan, except those resulting from his own gross negligence or willful
misconduct. All questions of interpretation and application of this Plan, or as
to options granted hereunder (the "Options"), shall be subject to the
determination, which shall be final and binding, of a majority of the whole
Committee. Notwithstanding the above, the selection of Non-Employee Directors to
whom Options are to be granted, the number of shares subject to any Option, the
exercise price of any Option and the term of any Option shall be as hereinafter
provided and the Committee shall have no discretion as to such matters.
3. OPTION SHARES.
The stock subject to the Options and other provisions of this Plan shall
be shares of the Company's Common Stock, $.01 par value per share (or such other
par value as may be designated by act of the Company's stockholders, the "Common
Stock"). The total amount of Common Stock with respect to which Options may be
granted shall not exceed 100,000 shares in the aggregate; provided, that the
class and aggregate number of shares which may be subject to the Options granted
hereunder shall be subject to adjustment in accordance with the provisions of
Section 12 of this Plan. Such shares may be treasury shares or authorized but
unissued shares.
If any outstanding Option for any reason shall expire or terminate by
reason of the death of the optionee or the fact that the optionee ceases to be a
director, the surrender of any such Option, or any other cause, the shares of
Common Stock allocable to the unexercised portion of such Option may again be
subject to an Option under this Plan.
4. GRANT OF OPTIONS.
(a) Directors on the Effective Date of this Plan.
(i) Subject to the provisions of Section 16 hereof, there shall be
granted, immediately following the close of business on the effective date
of this Plan, at a per share Option Price equal to the fair market value
(as defined in Subsection 4(c) below) of a share of Common Stock on the
effective date of this Plan, (A) to each person who was a Non-Employee
Director on January 1, 1989, and is a Non-Employee Director on the
effective date of this Plan, an Option to purchase 10,000 shares of Common
Stock, (B) to each person who was a Non-Employee Director on January 1,
1994, is a Non-Employee Director on the effective date of this Plan and is
not eligible to receive an option under clause (A) of this Subsection
4(a)(i), an option to purchase 7,500 shares of Common Stock and (C) to
each person who was a Non-Employee Director on January 1, 1995, is a
Non-Employee Director on the effective date of this Plan and who is not
eligible to receive an option under clauses (A) or (B) of this Subsection
4(a)(i), an option to purchase 5,000 shares of Common Stock.
(ii) For so long as this Plan is in effect and shares are available
for the grant of Options hereunder, on July 1 of each year beginning July
1, 1998, there shall be granted to each person who is a Non-Employee
Director on the effective date of this Plan and on such July 1 an Option
to purchase 5,000 shares of Common Stock at a per share Option Price equal
to the fair market value of a share of the Company's Common Stock on such
date (such number of shares being subject to the adjustments provided in
Section 12 of this Plan).
(b) Directors Elected after the Effective Date of this Plan.
(i) Subject to the provisions of Section 16, for so long as this
Plan is in effect and shares are available for the grant of Options
hereunder, each person who shall become a Non-Employee Director after the
effective date of this Plan shall be granted, on the date of his election,
whether by the Stockholders or the Board of Directors in accordance with
applicable law, an Option to purchase 10,000 shares of Common Stock at a
per share Option Price equal to the fair market value of a share of Common
Stock on such date (such number of shares being subject to the adjustments
provided in Section 12 of this Plan).
(ii) For so long as this Plan is in effect and shares are available
for the grant of Options hereunder, on July 1 of each year beginning July
1, 1998, there shall be granted to each person who shall become a
Non-Employee Director after the effective date of this Plan and is a
Non-Employee Director on such July 1 an Option to purchase 5,000 shares of
Common Stock at a per share Option Price equal to the fair market value of
a share of Common Stock on such date (such number of shares being subject
to the adjustments provided in Section 12 of this Plan).
(c) Fair Market Value. For purposes of this Section 4, the "fair
market value" of a share of Common Stock as of any particular date shall
mean (i) if the Common Stock is listed or admitted to trading on any
securities exchange or on The National Association of Securities Dealers
(the "NASD") Automated Quotation System ("Nasdaq") Stock Market's National
Market, the closing price on such day on the principal securities exchange
or on The Nasdaq Stock Market's National Market on which the Common Stock
is traded or quoted, or if such day is not a trading day for such
securities exchange or The Nasdaq Stock Market's National Market, the
closing price on the first preceding day that was a trading day, (ii) if
the Common Stock is not then listed or admitted to trading on any
securities exchange or on The Nasdaq Stock Market's National Market, the
closing bid price on such day as reported by the NASD, or if no such price
is reported by the NASD for such day, the closing bid price as reported by
the NASD on the first preceding day for which such price is available, and
(iii) if the Common Stock is not then listed or admitted to trading on any
securities exchange or on The Nasdaq Stock Market's National Market and no
such closing bid price is reported by the NASD, as determined by another
reputable quotation source selected by the Committee in good faith.
5. DURATION OF OPTIONS.
Each Option granted under this Plan shall be exercisable for a term of
nine years from the date such Option first becomes exercisable pursuant to
Section 6 hereof, subject to earlier termination as provided in Section 9 of
this Plan.
6. AMOUNT EXERCISABLE.
Each Option granted under this Plan may be exercised in whole or in part
at any time commencing one year after the grant thereof.
7. EXERCISE OF OPTIONS.
An optionee may exercise his Option by delivering to the Company a written
notice stating (a) that such optionee wishes to exercise such Option on the date
such notice is so delivered, (b) the number of shares of stock with respect to
which such Option is to be exercised and (c) the address to which the
certificate representing such shares of stock should be mailed. To be effective,
such written notice shall be accompanied by payment of the Option Price of each
of such shares of stock. Each such payment shall be made by cash, cashier's
check or bank draft drawn on a national banking association or postal or express
money order, payable to the order of the Company in United States dollars.
As promptly as practicable after the receipt by the Company of (a) such
written notice from the optionee and (b) payment, in the form required by the
foregoing provisions of this Section 7, of the Option Price of the shares of
stock with respect to which such Option is to be exercised, a certificate
representing the number of shares of stock with respect to which such Option has
been so exercised registered in the name of such optionee, shall be delivered to
such optionee, provided that such delivery shall be considered to have been made
when such certificate shall have been mailed, postage prepaid, to such optionee
at the address specified for such purpose in such written notice from the
optionee to the Company.
8. TRANSFERABILITY OF OPTIONS.
Options shall not be transferable by the optionee otherwise than by will
or under the laws of descent and distribution.
9. TERMINATION.
Except as may be otherwise expressly provided in this Plan, each Option,
to the extent it shall not have been exercised previously, shall terminate on
the earlier of the following:
(a) At 5:00 p.m., Oklahoma City time, on the last day of the 60-day
period commencing on the date on which the optionee ceases to be a member
of the Company's Board of Directors, for any reason other than the death
or permanent disability of the optionee, during which period the optionee
shall be entitled to exercise all Options held by the optionee on the date
on which the optionee ceased to be a member of the Company's Board of
Directors which could have been exercised on such date;
(b) On the last day of the one-year period commencing on the date of
the optionee's death while serving as a member of the Company's Board of
Directors, during which period the executor or administrator of the
optionee's estate or the person or persons to whom the optionee's Option
shall have been transferred by will or the laws of descent or
distribution, shall be entitled to exercise all Options in respect of the
number of shares that the optionee would have been entitled to purchase
had the optionee exercised such Options on the date of his death; or
(c) Ten years after the date of grant of such Option.
10. REQUIREMENTS OF LAW.
The Company shall not be required to sell or issue any shares under any
Option if the issuance of such shares shall constitute a violation by the
optionee or the Company of any provisions of any law or regulation of any
governmental authority. Each Option granted under this Plan shall be subject to
the requirements that, if at any time the Board of Directors of the Company or
the Committee shall determine that the listing, registration or qualification of
the shares subject thereto upon any securities exchange or under any state or
federal law of the United States or of any other country or governmental
subdivision thereof, or the consent or approval of any governmental regulatory
body, or investment or other representations, are necessary or desirable in
connection with the issue or purchase of shares subject thereto, no such Option
may be exercised in whole or in part unless such listing, registration,
qualification, consent, approval or representation shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors. Any
determination in this connection by the Committee shall be final, binding and
conclusive. If the shares issuable on exercise of an Option are not registered
under the Securities Act of 1933, as amended (the "Securities Act"), the Company
may imprint on the certificate for such shares the following legend or any other
legend which counsel for the Company considers necessary or advisable to comply
with the Securities Act:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH
REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE SATISFACTORY TO THE
CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER.
The Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act (as now in effect or as hereafter
amended) and, if any shares are so registered, the Company may remove any legend
on certificates representing such shares. The Company shall not be obligated to
take any other affirmative action to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority.
11. NO RIGHTS AS STOCKHOLDER.
No optionee shall have rights as a stockholder with respect to shares
covered by his Option until the date of issuance of a stock certificate for such
shares; and, except as otherwise provided in Section 12 hereof, no adjustment
for dividends, or otherwise, shall be made if the record date therefor is prior
to the date of issuance of such certificate.
12. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.
The existence of outstanding Options shall not affect in any way the right
or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend or other increase or
reduction of the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) the number, class
and per share price of shares of stock subject to outstanding Options hereunder
shall be appropriately adjusted in such a manner as to entitle an optionee to
receive upon exercise of an Option, for the same aggregate cash consideration,
the same total number and class or classes of shares as he would have received
had he exercised his Option in full immediately prior to the event requiring the
adjustment; and (b) the number and class of shares then reserved for issuance
under this Plan and the number of shares to be subject to the grants to be made
pursuant to Subsections 4(a)(ii), 4(b)(i) and 4(b)(ii) shall be adjusted by
substituting for the total number and class of shares of stock then reserved or
subject to grant the number and class or classes of shares of stock that would
have been received by the owner of an equal number of outstanding shares of
Common Stock as the result of the event requiring the adjustment, disregarding
any fractional shares.
If the Company merges or consolidates with another corporation, whether or
not the Company is a surviving corporation, or if the Company is liquidated or
sells or otherwise disposes of substantially all its assets while unexercised
Options remain outstanding under this Plan, or if any "person" (as that term is
used in Section 13(d) and 14(d)(2) of the Securities Exchange Act) is or becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing greater than 50% of the combined voting power of the Company's then
outstanding securities, after the effective date of such merger, consolidation,
liquidation, sale or other disposition, as the case may be, each holder of an
outstanding Option shall be entitled, upon exercise of such Option, to receive,
in lieu of shares of Common Stock, the number and class or classes of shares of
such stock or other securities or property to which such holder would have been
entitled if, immediately prior to such merger, consolidation, liquidation, sale
or other disposition, such holder had been the holder of record of a number of
shares of Common Stock equal to the number of shares as to which such Option may
be exercised.
Except as otherwise expressly provided in this Plan, the issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares of
Common Stock then subject to outstanding Options.
13. AMENDMENT OR TERMINATION OF PLAN.
The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time; provided, however, that without the further approval
of the holders of at least a majority of the outstanding shares of voting stock,
or if the provisions of the corporate charter, bylaws or applicable state law
prescribes a greater degree of stockholder approval for this action, without the
degree of stockholder approval thus required, the Board of Directors may not (a)
materially increase the benefits accruing to participants under this Plan; (b)
materially increase the number of shares of Common Stock which may be issued
under this Plan; or (c) materially modify the requirements as to eligibility for
participation in this Plan, unless, in each such case, the Board of Directors of
the Company shall have obtained an opinion of legal counsel to the effect that
stockholder approval of the amendment is not required (x) by law, (y) by the
rules and regulations of, or any agreement with, the National Association of
Securities Dealers, Inc. or (z) to make available to the optionee with respect
to any option granted under this Plan, the benefits of Rule 16b-3 of the Rules
and Regulations under the Securities Exchange Act, or any similar or successor
rule. In addition, the provisions of this Plan may not be amended more than once
every six months other than to comport with changes in the Internal Revenue Code
of 1986, as amended, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. All Options granted under this Plan shall be
subject to the terms and provisions of this Plan and any amendment, modification
or revision of this Plan shall be deemed to amend, modify or revise all Options
outstanding under this Plan at the time of such amendment, modification or
revision. If this Plan is terminated by action of the Board of Directors, all
outstanding Options may be terminated.
14. WRITTEN AGREEMENT.
Each Option granted hereunder shall be embodied in a written option
agreement, which shall be subject to the terms and conditions prescribed above,
and shall be signed by the optionee and by the appropriate officer of the
Company for and in the name and on behalf of the Company. Such an option
agreement shall contain such other provisions as the Committee in its discretion
shall deem advisable.
15. INDEMNIFICATION OF COMMITTEE AND BOARD OF DIRECTORS.
The Company shall, to the fullest extent permitted by law, indemnify,
defend and hold harmless any person who at any time is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative or investigative) in any way
relating to or arising out of this Plan or any Option or Options granted
hereunder by reason of the fact that such person is or was at any time a
director of the Company or a member of the Committee against judgments, fines,
penalties, settlements and reasonable expenses (including attorneys' fees)
actually incurred by such person in connection with such action, suit or
proceeding. This right of indemnification shall inure to the benefit of the
heirs, executors and administrators of each such person and is in addition to
all other rights to which such person may be entitled by virtue of the by-laws
of the Company or as a matter of law, contract or otherwise.
16. EFFECTIVE DATE OF PLAN.
This Plan shall become effective, subject to stockholder approval, on May
5, 1997. This Plan, and all Options granted under this Plan on or after May 5,
1997, and prior to stockholder approval, shall be void and of no further force
and effect unless this Plan shall have been approved by the requisite vote of
the stockholders entitled to vote at a meeting of the stockholders of the
Company called for such purpose prior to May 5, 1998.
No Option shall be granted pursuant to this Plan on or after May 5, 2007.
AMENDMENT
TO
UROCOR, INC.
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Paragraph 3 of the UroCor, Inc. 1997 Non-Employee Director Stock Option
Plan is hereby deleted in its entirety and replaced by the following:
3. OPTION SHARES.
The stock subject to the Options and other provisions of the
Plan shall be shares of the Company's Common Stock, $.01 par value
per share (or such other par value as may be designated by act of
the Company's stockholder's, the "Common Stock"). The total amount
of shares of Common Stock with respect to which Options may be
granted shall not exceed 200,000 shares in the aggregate; provided,
that the class and aggregate number of shares that may be subject to
the options granted hereunder shall be subject to adjustment in
accordance with the provisions of Section 12 of this Plan. Such
shares may be treasury shares or authorized but unissued shares.
If any outstanding Option for any reason shall expire or
terminate by reason of the death of the Optionee or the fact that
the optionee ceases to be a director, the surrender of any such
Option, or any other cause, the shares of Common Stock allocable to
the unexercised portion of such Option may again be subject to an
Option under this Plan.
2. Except as expressly amended by this Amendment, the UroCor, Inc.
1997 Non-Employee Director Stock Option Plan shall continue in full force
and effect in accordance with its terms.
AMENDMENT
TO
UROCOR, INC.
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
ADOPTED BY THE BOARD OF DIRECTORS APRIL 18, 2000
AND
BY THE STOCKHOLDERS JUNE 20, 2000
1. Section 4 of the UroCor, Inc. 1997 Non-Employee Director Stock Option
Plan (the "Plan") hereby is deleted in its entirety and replaced by the
following:
4. GRANT OF OPTIONS.
(a) Current Directors. Subject to the provision of Section 16, for
so long as this Plan is in effect and shares are available for the grant
of Options hereunder, on July 1 of each year beginning July 1, 2000, there
shall be granted to each person who is a Non-Employee Director on such
July 1 an Option to purchase 7,500 shares of Common Stock at a per share
Option Price equal to the fair market value of a share of the Company's
Common Stock on such date (such number of shares being subject to the
adjustments provided in Section 12 of this Plan).
(b) New Directors. Subject to the provisions of Section 16, for so
long as this Plan is in effect and shares are available for the grant of
Options hereunder, each person who shall become a Non-Employee Director
after the effective date of this Plan shall be granted, on the date of his
election, whether by the Stockholders or the Board of Directors in
accordance with applicable law, an Option to purchase 10,000 shares of
Common Stock at a per share Option Price equal to the fair market value of
a share of Common Stock on such date (such number of shares being subject
to the adjustments provided in Section 12 of this Plan).
(c) Chairman of the Board of Directors. Subject to the provision of
Section 16, for so long as this Plan is in effect and shares are available
for the grant of Options hereunder, on July 1 of each year beginning July
1, 2000, there shall be granted to the person, if any, who is both a
Non-Employee Director and the Chairman of the Board of Directors on such
July 1, an Option to purchase 2,500 shares of Common Stock at a per share
Option Price equal to the fair market value of a share of Common Stock on
such date (such number of shares being subject to the adjustments provided
in Section 12 of this Plan).
(d) Fair Market Value. For purposes of this Section 4, the "fair
market value" of a share of Common Stock as of any particular date shall
mean (i) if the Common Stock is listed or admitted to trading on any
securities exchange or on The National Association of Securities Dealers
(the "NASD") Automated Quotation System ("Nasdaq") Stock Market's National
Market, the closing price on such day on the principal securities exchange
or on The Nasdaq Stock Market's National Market on which the Common Stock
is traded or quoted, or if such day is not a trading day for such
securities exchange or The Nasdaq Stock Market's National Market, the
closing price on the first preceding day that was a trading day, (ii) if
the Common Stock is not then listed or admitted to trading on any
securities exchange or on The Nasdaq Stock Market's National Market, the
closing bid price on such day as reported by the NASD, or if no such price
is reported by the NASD for such day, the closing bid price as reported by
the NASD on the first preceding day for which such price is available, and
(iii) if the Common Stock is not then listed or admitted to trading on any
securities exchange or on The Nasdaq Stock Market's National Market and no
such closing bid price is reported by the NASD, as determined by another
reputable quotation source selected by the Committee in good faith.
2. The second paragraph of Section 12 of the Plan hereby is deleted in its
entirety and replaced by the following:
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend or other increase or
reduction of the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) the number, class
and per share price of shares of stock subject to outstanding Options hereunder
shall be appropriately adjusted in such a manner as to entitle an optionee to
receive upon exercise of an Option, for the same aggregate cash consideration,
the same total number and class or classes of shares as he would have received
had he exercised his Option in full immediately prior to the event requiring the
adjustment; and (b) the number and class of shares then reserved for issuance
under this Plan and the number of shares to be subject to the grants to be made
pursuant to Section 4 shall be adjusted by substituting for the total number and
class of shares of stock then reserved or subject to grant the number and class
or classes of shares of stock that would have been received by the owner of an
equal number of outstanding shares of Common Stock as the result of the event
requiring the adjustment, disregarding any fractional shares.
3. Except as expressly amended by this Amendment, the Plan shall continue
in full force and effect in accordance with its terms.
AMENDMENT
TO
UROCOR, INC.
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
1. Paragraph 3 of the UroCor, Inc. 1997 Non-Employee Director Stock Option
Plan, as amended, is hereby deleted in its entirety and replaced by the
following:
3. OPTION SHARES.
The stock subject to the Options and other provisions of this
Plan shall be shares of the Company's Common Stock, $.01 par value
per share (or such other par value as may be designated by act of
the Company's stockholders, the "Common Stock"). The total amount of
Common Stock with respect to which Options may be granted shall not
exceed 300,000 shares in the aggregate; provided, that the class and
aggregate number of shares which may be subject to the Options
granted hereunder shall be subject to adjustment in accordance with
the provisions of Paragraph 12 of this Plan. Such shares may be
treasury shares or authorized but unissued shares.
If an outstanding Option for any reason shall expire or
terminate by reason of the death of the optionee or the fact that
the optionee ceases to be a director, the surrender of any such
Option, or any other cause, the shares of Common Stock allocable to
the unexercised portion of such Option may again be subject to an
Option under this Plan.
2. Except as expressly amended by this Amendment, the UroCor, Inc.
1997 Non-Employee Director Stock Option Plan, as amended, shall continue
in full force and effect in accordance with its terms.