Exhibit 4.13
RESEARCH TRIANGLE CONSULTANTS, INC.
EMPLOYEE STOCK OPTION PLAN
Effective as of July 1, 1998
RESEARCH TRIANGLE CONSULTANTS, INC.
EMPLOYEE STOCK OPTION PLAN
ARTICLE I - GENERAL PROVISIONS
1.1 The Plan is designed, for the benefit of the Company, to attract and
retain for the Company personnel of exceptional ability; to motivate such
personnel through added incentives to make a maximum contribution to
greater profitability; to develop and maintain a highly competent
management team; and to be competitive with other companies with respect
to executive compensation.
1.2 Awards under the Plan may be made to Participants in the form of (i)
Incentive Stock Options and/or (ii) Nonqualified Stock Options.
1.3 The Plan shall be effective as of the Effective Date.
(a) Notwithstanding any other provision of this Plan, any Award granted
to a Participant prior to the date on which the shareholders of the
Company approve the Plan (which approval must be obtained within the
12-month period before the date the Plan is adopted or the 12-month
period after the date the Plan is adopted in order for Incentive
Stock Options to be granted under the Plan) shall be conditioned
upon and subject to such shareholder approval to the extent required
by Section 16(b) of the Act or Section 422 of the Code.
(b) If an Incentive Stock Option is granted prior to the date on which
such shareholder approval is obtained, and such approval is obtained
after the end of the 12-month period beginning on the date the Plan
is adopted, such Incentive Stock Option shall be deemed a
Nonqualified Stock Option granted pursuant to Article V.
ARTICLE II - DEFINITIONS
Except where the context otherwise indicates, the following definitions apply:
2.1 "Act" means the Securities Exchange Act of 1934, as now in effect or as
hereafter amended. All citations to sections of the Act or rules
thereunder are to such sections or rules as they may from time to time be
amended or renumbered.
2.2 "Agreement" means the written agreement evidencing each Award granted to a
Participant under the Plan.
2.3 "Award" means an award granted to a Participant in accordance with the
provisions of the Plan.
2.4 "Board" means the Board of Directors of Research Triangle
Consultants, Inc.
2.5 "Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. All citations to sections of the Code are to such
sections as they may from time to time be amended or renumbered.
2.6 "Committee" means the committee consisting of two or more members of the
Board as may be appointed by the Board to administer this Plan pursuant to
Article III or for such limited purposes as may be provided by the Board.
To the extent required by Rule 16b-3 under the Act, the Committee shall
consist of individuals who are members of the Board and Non-Employee
Directors.
2.7 "Company" means Research Triangle Consultants, Inc., a North Carolina
corporation, and its successors and assigns. The term "Company" shall
include any Parent Corporation and any Subsidiary Corporation. With
respect to all purposes of the Plan, including, but not limited to, the
establishment, amendment, termination, operation and administration of the
Plan, Research Triangle Consultants, Inc. shall be authorized to act on
behalf of all other entities included within the definition of Company.
2.8 "Disability" (i) with respect to a Participant who is eligible to
participate in the Company's program of long-term disability insurance, a
condition with respect to which the Participant is entitled to commence
benefits under such program of long-term disability insurance, and (ii)
with respect to any Participant (including a Participant who is eligible
to participate in the Company's program of long-term disability
insurance), a disability as determined under procedures established by the
Committee or in any Award.
2.9 "Effective Date" shall mean July 1, 1998.
2.10 "Eligible Participant" means any employee of the Company, as shall be
determined by the Committee, as well as any other person, including
directors and consultants whose participation in the Plan the Committee
determines is in the best interest of the Company, subject to limitations
as may be provided by the Code, the Act or the Committee.
2.11 "Fair Market Value" shall be the value of a share of stock, as determined
by the Committee in its sole discretion from time to time. The
determination of Fair Market Value in connection with an Incentive Stock
Option shall be made by the Committee in accordance with Section 422 of
the Code and the rules and regulations thereunder.
2.12 "Incentive Stock Option" means a Stock Option granted under Article IV of
the Plan, and as defined in Section 422 of the Code.
2.13 "Non-Employee Director" shall have the meaning set forth in Rule 16b-3
under the Act.
2.14 "Nonqualified Stock Option" means a Stock Option granted under Article V
of the Plan.
2.15 "Option Grant Date" means, as to any Stock Option, the latest of:
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(a) the date on which the Committee takes action to grant the
Stock Option to the Participant;
(b) the date the Participant receiving the Stock Option becomes an
employee of the Company, to the extent employment status is a
condition of the grant or a requirement of the Code or the Act; or
(c) such other date (later than the dates described in (a) and (b)
above) as the Committee may designate.
2.16 "Parent Corporation" means any corporation (other than Research Triangle
Consultants, Inc.) in an unbroken chain of corporations ending with
Research Triangle Consultants, Inc. if, at the time of the granting of the
option, each of the corporations other than Research Triangle Consultants,
Inc. owns stock possessing 50 percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in
such chain.
2.17 "Participant" means an Eligible Participant to whom an Award has been
granted and who has entered into an Agreement evidencing the Award.
2.18 "Plan" means the Research Triangle Consultants, Inc. Employee
Stock Option Plan, as amended from time to time.
2.19 "Stock" means shares of common stock of Research Triangle
Consultants, Inc., as may be adjusted pursuant to the provisions
of Section 3.10.
2.20 "Stock Option" means an Incentive Stock Option granted under Article IV or
a Nonqualified Stock Option granted under Article V herein.
2.21 "Subsidiary Corporation" means any corporation (other than Research
Triangle Consultants, Inc.) in an unbroken chain of corporations beginning
with the employer corporation if, at the time of the granting of the
option, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50 percent (50%) or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
2.22 "Termination of Employment" means the discontinuance of employment of a
Participant with the Company for any reason. The determination of whether
a Participant has discontinued employment shall be made by the Committee
in its discretion. In determining whether a Termination of Employment has
occurred, the Committee may provide that service as a consultant or
service with a business enterprise in which the Company has a significant
ownership interest shall be treated as employment with the Company. The
Committee shall have the discretion, exercisable either at the time the
Award is granted or at the time the Participant terminates employment, to
establish as a provision applicable to the exercise of one or more Awards
that during the limited period of exercisability
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following Termination of Employment, the Award may be exercised not only
with respect to the number of shares of Stock for which it is exercisable
at the time of the Termination of Employment but also with respect to one
or more subsequent installments for which the Award would have become
exercisable had the Termination of Employment not occurred.
ARTICLE III - ADMINISTRATION
3.1 This Plan shall be administered by the Committee. A Committee member who
is not a Non-Employee Director shall not be able to participate in the
decision to the extent prescribed by Rule 16b-3 under the Act at any time
that the officers and directors of the Company are subject to Section 16
of the Act. The Committee, in its discretion, may delegate to one or more
of its members such of its powers as it deems appropriate. The Committee
also may limit the power of any member to the extent necessary to comply
with Rule 16b-3 under the Act or any other law. Members of the Committee
shall be appointed originally, and as vacancies occur, by the Board, to
serve at the pleasure of the Board. The Board may serve as the Committee
if by the terms of the Plan all Board members are otherwise eligible to
serve on the Committee.
3.2 The Committee shall meet at such times and places as it determines. A
majority of its members shall constitute a quorum, and the decision of a
majority of those present at any meeting at which a quorum is present
shall constitute the decision of the Committee. A memorandum signed by all
of its members shall constitute the decision of the Committee without
necessity, in such event, for holding an actual meeting.
3.3 The Committee shall have the exclusive right to interpret, construe and
administer the Plan, to select the persons who are eligible to receive an
Award, and to act in all matters pertaining to the granting of an Award
and the contents of the Agreement evidencing the Award, including without
limitation, the determination of the number of Stock Options and shares of
Stock subject to an Award and the form, terms, conditions and duration of
each Award, and any amendment thereof consistent with the provisions of
the Plan. All acts, determinations and decisions of the Committee made or
taken pursuant to grants of authority under the Plan or with respect to
any questions arising in connection with the administration and
interpretation of the Plan, including the severability of any and all of
the provisions thereof, shall be conclusive, final and binding upon all
Participants, Eligible Participants and their beneficiaries.
3.4 The Committee may adopt such rules, regulations and procedures of general
application for the administration of this Plan, as it deems appropriate.
3.5 The aggregate number of shares of Stock which are subject to an Award
under the Plan shall be One Million Five Hundred Thousand (1,500,000)
shares, plus fifteen percent (15%) of any increase, other than any
increase due to Awards under this Plan or any other similar plan of the
Company, in the number of authorized and issued shares of Stock above the
number of authorized and issued shares of Stock as of the date the Plan
was adopted, subject to the restrictions set forth in Section 4.2. For
purposes of determining the number
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of authorized and issued shares of Stock in the foregoing sentence, such
number shall include shares of Stock issuable upon conversion or exercise
of securities convertible into Stock other than shares of Stock available
for Award under the Plan or any other similar plan of the Company. Such
shares of Stock shall be made available from authorized and unissued
shares of the Company. If, for any reason, any shares of Stock awarded or
subject to purchase under the Plan are not delivered or purchased, or are
reacquired by the Company, for reasons including, but not limited to, a
forfeiture, termination, expiration or cancellation of a Stock Option, or
any other termination of an Award without payment being made in the form
of Stock, such shares of Stock shall not be charged against the aggregate
number of shares of Stock available for Awards under the Plan, and may
again be available for Award under the Plan.
3.6 Each Award granted under the Plan shall be evidenced by a written
Agreement. Each Agreement shall be subject to and incorporate, by
reference or otherwise, the applicable terms and conditions of the Plan,
and any other terms and conditions, not inconsistent with the Plan,
required by the Committee.
3.7 The Company shall not be required to issue or deliver any certificates for
shares of Stock prior to:
(a) the listing of such shares on any stock exchange or national
quotation system on which the Stock may then be listed; and
(b) the completion of any registration or qualification of such shares
of Stock under any federal or state law, or any ruling or regulation
of any government body which the Company shall, in its discretion,
determine to be necessary or advisable.
3.8 All certificates for shares of Stock delivered under the Plan shall also
be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange
or national quotation system upon which the Stock is then listed and any
applicable federal or state laws, and the Committee may cause a legend or
legends to be placed on any such certificates to make appropriate
reference to such restrictions. In making such determination, the
Committee may rely upon an opinion of counsel for the Company.
3.9 Except as provided otherwise in the Plan or in an Agreement, no
Participant awarded a Stock Option shall have any right as a shareholder
with respect to any shares of Stock covered by his or her Stock Option
prior to the date of issuance to him or her of a certificate or
certificates for such shares of Stock.
3.10 If any reorganization, recapitalization, reclassification, stock split-up,
stock dividend, or consolidation of shares of Stock, merger or
consolidation of the Company or sale or other disposition by the Company
of all or a portion of its assets, any other change in the Company's
corporate structure, or any distribution to shareholders other than a cash
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dividend results in the outstanding shares of Stock, or any securities
exchanged therefor or received in their place, being exchanged for a
different number or class of shares of Stock or other securities of the
Company, or for shares of Stock or other securities of any other
corporation; or new, different or additional shares or other securities of
the Company or of any other corporation being received by the holders of
outstanding shares of Stock, then equitable adjustments shall be made by
the Committee in:
(a) the limitation on the aggregate number of shares of Stock that may
be awarded as set forth in Section 3.5 of the Plan;
(b) the number of shares and class of Stock that may be subject to an
Award, and which have not been issued or transferred under an
outstanding Award;
(c) the purchase price to be paid per share of Stock under
outstanding Stock Options; and
(d) the terms, conditions or restrictions of any Award and Agreement,
including the price payable for the acquisition of Stock;
provided, however, that all adjustments made as the result of the
foregoing in respect of each Incentive Stock Option shall be made so that
such Stock Option shall continue to be an Incentive Stock Option, as
defined in Section 422 of the Code, unless the Committee has stated its
intent in writing to treat such Stock Option instead as a Nonqualified
Stock Option.
3.11 In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee
shall be indemnified by the Company against reasonable expenses, including
attorney's fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the Plan or
any Award granted hereunder, and against all amounts paid by them in
settlement thereof, provided such settlement is approved by independent
legal counsel selected by the Company, or paid by them in satisfaction of
a judgment or settlement in any such action, suit or proceeding, except as
to matters as to which the Committee member has been negligent or engaged
in misconduct in the performance of his duties; provided, that within 60
days after institution of any such action, suit or proceeding, a Committee
member shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.
3.12 The Committee may require each person purchasing shares of Stock pursuant
to a Stock Option Award under the Plan to represent to and agree with the
Company in writing that he is acquiring the shares of Stock without a view
to distribution thereof and/or that he has met such other requirements as
the Committee determines may be applicable to such purchase. The
certificates for such shares of Stock may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.
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3.13 The Committee shall be authorized to make adjustments in performance based
criteria or in the other terms and conditions of Awards in recognition of
unusual or nonrecurring events affecting the Company or its financial
statements or changes in applicable laws, regulations or accounting
principles. Unless otherwise required by applicable law, rule or
regulation, such adjustments will not be considered to result in the grant
of a new Award. The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Agreement in the manner
and to the extent it shall deem desirable to carry it into effect. In the
event the Company shall assume outstanding employee benefit awards or the
right or obligation to make such awards in the future in connection with
the acquisition of another corporation or business entity, the Committee
may, in its discretion, make such adjustments in the terms of Awards under
the Plan as it shall deem appropriate to assume the outstanding awards,
rights and obligations.
3.14 The Committee shall have full power and authority to determine whether, to
what extent and under what circumstances, any Award shall be canceled or
suspended. In particular, but without limitation, all outstanding Awards
granted to any Participant may be canceled if (a) the Participant, without
the consent of the Committee, while employed by the Company or after
termination of such employment, becomes associated with, employed by,
renders services to, or owns any interest in, other than any insubstantial
interest, as determined by the Committee, any business that is in
competition with the Company or with any business in which the Company has
a substantial interest as determined by the Committee; (b) the Participant
is terminated for cause as determined by the Committee in its discretion;
or (c) the Company voluntarily or involuntarily files for and obtains
relief under the United States Bankruptcy Code or any similar state law
for the protection of creditors.
ARTICLE IV - INCENTIVE STOCK OPTIONS
4.1 Each provision of this Article IV and of each Incentive Stock Option
granted hereunder shall be construed in accordance with the provisions of
Section 422 of the Code, and any provision hereof that cannot be so
construed shall be disregarded.
4.2 The maximum number of shares of Stock subject to the Award in the form of
Incentive Stock Options shall be One Million Four Hundred Thousand
(1,400,000) Shares and any additional shares shall be Nonqualified Stock
Options.
4.3 Incentive Stock Options shall be granted only to Eligible Participants who
are in the active employment of the Company, each of whom may be granted
one or more such Incentive Stock Options for a reason related to his
employment at such time or times determined by the Committee following the
Effective Date until July 1, 2008, subject to the following conditions:
(a) The Incentive Stock Option price per share of Stock shall be set in
the corresponding Agreement, but shall not be less than 100% of the
Fair Market Value of the Stock on the Option Grant Date. However, if
the Optionee owns more than
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10% of the outstanding Stock (as determined pursuant to Section
424(d) of the Code) on the Option Grant Date, the Incentive Stock
Option price per share shall not be less than 110% of the Fair
Market Value of the Stock on the Option Grant Date.
(b) Subject to any conditions upon exercise that the Committee may
specify in the corresponding Agreement, the Incentive Stock Option
may be exercised in whole or in part within ten (10) years from the
Option Grant Date (five (5) years if the Optionee owns more than 10%
of the Stock on the Option Grant Date), or such shorter period as
may be specified by the Committee in the Agreement; provided, that,
in any event, the Incentive Stock Option shall lapse and cease to be
exercisable upon a Termination of Employment or within such period
following a Termination of Employment as shall have been specified
in the Agreement, which period shall not exceed three months unless:
(i) employment shall have terminated as a result of death or
Disability, in which event such period shall not exceed one
year after the date of death or Disability; or
(ii) death shall have occurred following a Termination of
Employment and while the Incentive Stock Option was still
exercisable, in which event such period shall not exceed one
year after the date of Termination of Employment;
provided, further, that such period following a Termination of
Employment shall in no event extend the original exercise period of
the Incentive Stock Option.
(c) The Committee may adopt any other terms and conditions which it
determines should be imposed for the Incentive Stock Option to
qualify under Section 422 of the Code, as well as any other terms
and conditions not inconsistent with this Article IV as determined
by the Committee.
4.4 The Committee may at any time offer to buy out for a payment in cash,
Stock or other consideration an Incentive Stock Option previously granted,
based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made.
4.5 The Incentive Stock Option Agreement may include any other terms and
conditions not inconsistent with this Article IV or in Article VI, as
determined by the Committee.
4.6 To the extent the aggregate Fair Market Value, determined as of the Option
Grant Date, of the shares of Stock with respect to which Incentive Stock
Options (determined without regard to this subsection) are first
exercisable during any calendar year by any Eligible Participant exceeds
$100,000, or any Incentive Stock Options fail to qualify under Section 422
of the Code, such Incentive Stock Options shall be treated as Nonqualified
Stock Options granted under Article V.
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ARTICLE V - NONQUALIFIED STOCK OPTIONS
5.1 One or more Stock Options may be granted as Nonqualified Stock Options to
Eligible Participants to purchase shares of Stock at such time or times
determined by the Committee, subject to the terms and conditions set forth
in this Article V.
5.2 The Nonqualified Stock Option price per share of Stock shall be
established in the Agreement and may be less than 100% of the Fair Market
Value at the time of the grant, or at such later date as the Committee
shall determine.
5.3 The Nonqualified Stock Option may be exercised within such period, and
subject to such restrictions, as may be specified by the Committee in the
corresponding Agreement or otherwise; provided, that, in any event, the
Nonqualified Stock Option shall lapse and cease to be exercisable upon a
Termination of Employment or within such period following a Termination of
Employment as shall have been specified in the Agreement, which period
shall not exceed three months unless:
(i) employment shall have terminated as a result of death or Disability,
in which event such period shall not exceed one year after the date
of death or Disability; or
(ii) death shall have occurred following a Termination of Employment and
while the Nonqualified Stock Option was still exercisable, in which
event such period shall not exceed one year after the date of
Termination of Employment;
provided, further, that such period following a Termination of Employment
shall in no event extend the original exercise period of the Nonqualified
Stock Option.
5.4 The Nonqualified Stock Option Agreement may include any other terms and
conditions not inconsistent with this Article V or in Article VI, as
determined by the Committee.
ARTICLE VI - INCIDENTS OF STOCK OPTIONS
6.1 Each Stock Option shall be granted subject to such terms and conditions,
if any, not inconsistent with this Plan, as shall be determined by the
Committee, including any provisions as to continued employment as
consideration for the grant or exercise of such Stock Option and any
provisions which may be advisable to comply with applicable laws,
regulations or rulings of any governmental authority.
6.2 Except as provided below, a Stock Option shall not be transferable by the
Participant other than by will or by the laws of descent and distribution
or, to the extent otherwise allowed by applicable law, pursuant to a
qualified domestic relations order as defined by the Code and the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and shall be exercisable during the lifetime of the
Participant only by him or in the event of his death or Disability, by his
guardian or legal representative;
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provided, however, that a Nonqualified Stock Option may be transferred and
exercised by the transferee to the extent determined by the Committee to
be consistent with securities and other applicable laws, rules and
regulations. Notwithstanding any language herein or in any Agreement to
the contrary, any restrictions on transfer of a Stock Option in the Plan
or an Agreement shall be void and of no effect if the Committee determines
that a transfer can be made consistent with securities and other
applicable laws, rules and regulations.
6.3 Shares of Stock purchased upon exercise of a Stock Option shall be paid
for in such amounts, at such times and upon such terms as shall be
determined by the Committee, subject to limitations set forth in the
corresponding Agreement. Without limiting the foregoing, the Committee may
establish payment terms for the exercise of Stock Options which permit the
Participant to deliver shares of Stock, or other evidence of ownership of
Stock satisfactory to the Company, with a Fair Market Value equal to the
Stock Option price as payment, provided that any such payment terms comply
with any applicable requirements under Rule 16b-3 of the Act.
6.4 The Committee shall be entitled to place restrictions on transfer of Stock
purchased by a Participant under a Stock Option.
6.5 No cash dividends shall be paid on shares of Stock subject to unexercised
Stock Options.
6.6 In the event of Disability or death, the Committee, with the consent of
the Participant or his legal representative, may authorize payment, in
cash or in Stock, or partly in cash and partly in Stock, as the Committee
may direct, of an amount equal to the difference at the time between the
Fair Market Value of the Stock subject to a Stock Option and the option
price in consideration of the surrender of the Stock Option.
6.7 If a Participant is required to pay to the Company an amount with respect
to income and employment tax withholding obligations in connection with
exercise of a Nonqualified Stock Option, and/or with respect to certain
dispositions of Stock acquired upon the exercise of an Incentive Stock
Option, the Committee, in its discretion and subject to such rules as it
may adopt, may permit the Participant to satisfy the obligation, in whole
or in part, by making an irrevocable election that a portion of the total
Fair Market Value of the shares of Stock subject to the Nonqualified Stock
Option and/or the Incentive Stock Option, be paid in the form of cash in
lieu of the issuance of Stock and that such cash payment be applied to the
satisfaction of the withholding obligations. The amount to be withheld
shall not exceed the statutory minimum federal and state income and
employment tax liability arising from the Stock Option exercise
transaction. Notwithstanding any other provision of the Plan, any election
under this Section 6.6 is required to satisfy any applicable requirements
under Rule 16b-3 of the Act.
6.8 The Committee may permit the voluntary surrender of all or a portion of
any Stock Option granted under the Plan to be conditioned upon the
granting to the Participant of a new Stock Option for the same or a
different number of shares of Stock as the Stock
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Option surrendered, or may require such surrender as a condition precedent
to a grant of a new Stock Option to such Participant. Subject to the
provisions of the Plan, and except as otherwise agreed by the Participant,
such new Stock Option shall be exercisable at the same price as the
surrendered Stock Option and during such period and on such other terms
and conditions as are specified by the Committee at the time the new Stock
Option is granted. Upon surrender, the Stock Options surrendered shall be
canceled and the shares of Stock previously subject to them shall be
available for the grant of other Stock Options. For purposes of
determining the number of Stock Options issued pursuant to the Plan, new
Stock Options offered in consideration for Stock Options to be surrendered
shall not be considered as issued until such Stock Options are surrendered
unless otherwise required by law.
ARTICLE VII - AMENDMENT AND TERMINATION
7.1 Upon recommendation of the Committee or otherwise, the Board may amend or
terminate the Plan at any time and from time to time. To the extent
required by Rule 16b-3 under the Act (if the officers and directors of the
Company are subject to Section 16 of the Act) and/or to the extent
required by Code section 422, no amendment, without approval by the
Company's shareholders, shall:
(a) alter the group of persons eligible to participate in the Plan;
(b) increase the maximum number of shares of Stock that are available
for issuance pursuant to Awards granted under the Plan;
(c) extend the period during which Incentive Stock Options may be
granted beyond the date which is ten (10) years following the
Effective Date;
(d) limit or restrict the powers of the Committee with respect to the
administration of this Plan;
(e) change the definition of an Eligible Participant for the purpose of
an Incentive Stock Option or increase the limit or the value of
shares of Stock for which an Eligible Participant may be granted an
Incentive Stock Option;
(f) materially increase the benefits accruing to Participants under this
Plan;
(g) materially modify the requirements as to eligibility for
participation in this Plan; or
(h) change any of the provisions of this Article VII.
7.2 The Committee shall be entitled to create, amend or delete appendices to
this Plan as specified herein.
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7.3 No amendment to or discontinuance of this Plan or any provision thereof by
the Board or the shareholders of the Company shall, without the written
consent of the Participant, adversely affect, as shall be determined by
the Committee, any Award previously granted to such Participant under this
Plan; provided, however, the Committee retains the right and power to:
(a) annul any Award if the Participant is terminated for cause as
determined by the Committee in its discretion;
(b) provide for the forfeiture of shares of Stock or other gain under an
Award as determined by the Committee for competing against the
Company;
(c) convert any outstanding Incentive Stock Option to a Nonqualified
Stock Option, provided that the Board determines that such
conversion is in the best interest of the Company ; and
(d) cancel or terminate any and all Awards in connection with any
proceeding under the United States Bankruptcy Code or any similar
proceeding under state law for the protection of creditors.
ARTICLE VIII - MISCELLANEOUS PROVISIONS
8.1 Nothing in the Plan or any Award granted hereunder shall confer upon any
Participant any right to continue in the employ of the Company, or to
serve as a director or consultant thereof, or interfere in any way with
the right of the Company to terminate his or her employment or
relationship at any time. Unless specifically provided otherwise, no Award
granted under the Plan shall be deemed salary or compensation for the
purpose of computing benefits under any employee benefit plan or other
arrangement of the Company for the benefit of its employees unless the
Company shall determine otherwise. No Participant shall have any claim to
an Award until it is actually granted under the Plan. To the extent that
any person acquires a right to receive payments from the Company under the
Plan, such right shall, except as otherwise provided by the Committee, be
no greater than the right of an unsecured general creditor of the Company.
All payments to be made hereunder shall be paid from the general funds of
the Company, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts,
except as provided otherwise by the Committee.
8.2 The Company may make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes which the
Company is required by any law or regulation of any governmental
authority, whether federal, state or local, domestic or foreign, to
withhold in connection with any Award or the exercise thereof, including,
but not limited to, the withholding of payment of all or any portion of
such Award or another Award under this Plan until the Participant
reimburses the Company for the amount the Company is required to withhold
with respect to such taxes, or canceling any portion of such Award or
another Award under this Plan in an amount sufficient to reimburse itself
for
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the amount it is required to so withhold, or selling any property
contingently credited by the Company for the purpose of paying such Award
or another Award under this Plan, in order to withhold or reimburse itself
for the amount it is required to so withhold.
8.3 The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by
any United States government or regulatory agency as may be required. Any
provision herein relating to compliance with Rule 16b-3 under the Act
shall not be applicable with respect to participation in the Plan by
Participants who are not subject to Section 16(b) of the Act.
8.4 The terms of the Plan shall be binding upon the Participant, the Company,
and their successors and assigns.
8.5 Except as provided otherwise by the Committee, no Award shall be
transferable except as provided for herein. If any Participant makes such
a transfer in violation hereof, any obligation of the Company shall
forthwith terminate.
8.6 This Plan and all actions taken hereunder shall be governed by the laws of
the State of North Carolina, without respect to the principles of the
choice of law on the conflicts of laws.
8.7 The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general unsecured
creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver shares of Stock or payments
in lieu of or with respect to Awards hereunder; provided, however, that,
unless the Committee otherwise determines with the consent of the affected
Participant, the existence of such trusts or other arrangements is
consistent with the "unfunded" status of the Plan.
8.8 Each Participant exercising an Award hereunder agrees to give the
Committee prompt written notice of any election made by such Participant
under Section 83(b) of the Code, or any similar provision thereof.
8.9 If any provision of this Plan or an Agreement is or becomes or is deemed
invalid, illegal or unenforceable in any jurisdiction, or would disqualify
the Plan or any Agreement under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform
to applicable laws or if it cannot be construed or deemed amended without,
in the determination of the Committee, materially altering the intent of
the Plan or the Agreement, it shall be stricken and the remainder of the
Plan or the Agreement shall remain in full force and effect.
8.10 The Committee may incorporate additional or alternative provisions for
this Plan with respect to residents of one or more individual states to
the extent necessary or desirable
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under state securities laws. Such provisions shall be set out in one or
more appendices hereto which may be amended or deleted by the Committee
from time to time.
(The remainder of this page is intentionally left blank.)
IN WITNESS WHEREOF, this document is executed effective as of the date
specified above.
RESEARCH TRIANGLE CONSULTANTS, INC.
ATTEST:
By:_________________________________________
Name: Jeffrey LeRose
Title: President & Chief Executive Officer
(Corporate Seal)
___________________________
Secretary