EXHIBIT 10.1
AIR METHODS CORPORATION
1995 STOCK OPTION PLAN
EFFECTIVE AUGUST 15, 1995
APPROVED BY STOCKHOLDERS MAY 23, 1996
I. PURPOSE
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This Air Methods Corporation 1995 Stock Option Plan (the "Plan")
provides for the grant of Stock Options, Stock Appreciation Rights and
Supplemental Bonuses to Employees and Consultants of Air Methods
Corporation (the "Company"), and such of its subsidiaries (as defined
in Section 424(f) of the Internal Revenue Code of 1986, as amended
(the "Code"), as the Board of Directors of the Company (the "Board")
shall from time to time designate ("Participating Subsidiaries"), in
order to advance the interests of the Company and its Participating
Subsidiaries through the motivation, attraction and retention of their
Employees and Consultants.
II. INCENTIVE STOCK OPTIONS AND NON-INCENTIVE STOCK OPTIONS
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The Stock Options granted under the Plan may be either:
(a) Incentive Stock Options ("ISOs") which are intended
to be "Incentive Stock Options" as that term is defined in
Section 422 of the Code; or
(b) Non-Incentive Stock Options ("Non-ISOs") which are
intended to be options that do not qualify as "Incentive Stock
Options" under Section 422 of the Code.
All Stock Options granted to Participants other than Consultants shall
be ISOs unless the Option Agreement clearly designates the Stock
Options granted thereunder, or a specified portion thereof, as Non-
ISOs. Subject to the other provisions of the Plan, a non-Consultant
Participant may receive ISOs and Non-ISOs at the same time, provided
that the ISOs and Non-ISOs are clearly designated as such. All Stock
Options granted to Consultants shall be Non-ISOs.
Except as otherwise expressly provided herein, all of the
provisions and requirements of the Plan relating to Stock Options
shall apply to ISOs and Non-ISOs.
III. ADMINISTRATION
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3.1 Committee. With respect to grants of Stock
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Options, Stock Appreciation Rights and Supplemental Bonuses to
Employees and Consultants other than officers and directors of the
Company, the Plan shall be administered by a committee (the
"Committee") composed of at least two members of the Board. With
respect to grants of Stock Options, Stock Appreciation Rights and
Supplemental Bonuses to officers and directors, the Plan shall be
administered by the Board, if each director is a Disinterested Person,
or by a committee of two or more directors, all of whom are
Disinterested Persons. Such committee may be the Committee if all of
the members
thereof are Disinterested Persons, or a special committee appointed by
the Board composed of at least two Disinterested Persons. The
Committee or the Board, as the case may be, shall have full authority
to administer the Plan, including authority to interpret and construe
any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply
with the requirements of the Code, in order that Stock Options that
are intended to be ISOs will be classified as incentive stock options
under the Code, or in order to conform to any regulation or to any
change in any law or regulation applicable thereto. The Committee or
the Board may delegate any of its responsibilities under the Plan,
other than its responsibility to grant Stock Options, to determine
whether the Stock Appreciation Rights or Supplemental Bonuses, if any,
payable to a Participant shall be paid in cash, in shares of Common
Stock or a combination thereof, or to interpret and construe the Plan.
If the Board is composed entirely of Disinterested Persons, the Board
may reserve to itself any of the authority granted to the Committee as
set forth herein, and it may perform and discharge all of the
functions and responsibilities of the Committee at any time that a
duly constituted Committee is not appointed and serving. All
references in the Plan to the "Committee" shall be deemed to refer to
the Board whenever the Board is discharging the powers and
responsibilities of the Committee, and to any special committee
appointed by the Board to administer particular aspects of the Plan.
3.2 Actions of Committee. All actions taken and all
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interpretations and determinations made by the Committee in good faith
(including determinations of Fair Market Value) shall be final and
binding upon all Participants, the Company and all other interested
persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with
respect to the Plan, and all members of the Committee shall, in
addition to their rights as directors, be fully protected by the
Company with respect to any such action, determination or
interpretation.
IV. DEFINITIONS
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4.1 "Stock Option". A Stock Option is the right
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granted under the Plan to an Employee or Consultant to purchase, at
such time or times, and at such price or prices ("Option Price"), as
are determined by the Committee.
4.2 "Stock Appreciation Right". A Stock Appreciation
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Right is the right to receive payment, in shares of Common Stock,
cash, or a combination of shares of Common Stock and cash, of the
Redemption Value of a specified number of shares of Common Stock then
purchasable under a Stock Option.
4.3 "Redemption Value". The Redemption Value of
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shares of Common Stock purchasable under a Stock Option shall be the
amount, if any, by which the Fair Market Value of one share of Common
Stock on the date on which the Stock Option is exercised exceeds the
Option Price for such share.
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4.4 "Common Stock". A share of Common Stock means a
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share of authorized but unissued or reacquired Common Stock (par value
$.01 per share) of the Company.
4.5 "Fair Market Value". For the purpose of this
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Plan, the Fair Market Value of a share of Common Stock on any date
shall be the average of the representative closing bid and asked
prices, as quoted by the National Association of Securities Dealers
through NASDAQ (its automated system for reporting quotes), for the
date in question or, if the Common Stock is listed on the NASDAQ
National Market System or is listed on a national stock exchange, the
officially-quoted closing price on such exchange on the date in
question. In the event the Common Stock is not traded publicly, the
Fair Market Value of a share of Common Stock on any date shall be
determined, in good faith, by the Committee after such consultation
with outside legal, accounting and other experts as the Committee may
deem advisable, and the Committee shall maintain a written record of
its method of determining such value.
4.6 "Employee". An Employee is an employee of the
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Company or any Participating Subsidiary.
4.7 "Consultant". A Consultant is a bona fide
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consultant, or a nonemployee director, of the Company or any
Participating Subsidiary.
4.8 "Participant". A Participant is an Employee or
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Consultant to whom a Stock Option is granted.
4.9 "Disinterested Person". A Disinterested Person is
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a director of the Company who is not, during the one year prior to
service as an administrator of the Plan, granted or awarded equity
securities pursuant to the Plan or any other plan of the Company or
any of its affiliates except as may be permitted by Rule 16b-3(c)(2)
under the Securities Exchange Act of 1934 or any successor to such
rule.
4.10 "Supplemental Bonus". A Supplemental Bonus is the
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right to receive payment, in shares of Common Stock, cash, or a
combination of shares of Common Stock and cash, of an amount
determined under Section 7.5.
V. ELIGIBILITY AND PARTICIPATION
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Grants of Stock Options, Stock Appreciation Rights and
Supplemental Bonuses may be made to Employees or Consultants of the
Company or any Participating Subsidiary, including directors of the
Company who are also Employees. The Committee shall from time to time
determine the Employees or Consultants to whom Stock Options shall be
granted, the number of shares of Common Stock subject to each Stock
Option to be granted to each such Employee or Consultant, the Option
Price of such Stock Options, and the terms and provisions of such
Stock Options, all as provided in this Plan. The Option Price of any
ISO shall be not less than the Fair Market Value of a share of Common
Stock on the date on which the Stock Option is granted, but the Option
Price of a Non-ISO may be less than the Fair Market Value on
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the date the Non-ISO is granted if the Committee so determines. If an
ISO is granted to an Employee who then owns stock possessing more than
10% of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary corporation of the Company, the
Option Price of such ISO shall be at least 110% of the Fair Market
Value of the Common Stock subject to the ISO at the time such ISO is
granted, and such ISO shall not be exercisable after 5 years after the
date on which it was granted. Each Stock Option shall be evidenced by
a written agreement ("Option Agreement") containing such terms and
provisions as the Committee may determine, subject to the provisions
of the Plan.
VI. SHARES OF COMMON STOCK SUBJECT TO THE PLAN
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6.1 Maximum Number. The maximum aggregate number of
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shares of Common Stock that may be made subject to Stock Options
granted under the Plan and under the 1987 Plan (as defined in Section
17.2) together shall be 2,500,000. With respect to ISOs, the
aggregate Fair Market Value (determined as of the time the ISO is
granted) of the Common Stock as to which all ISOs granted to an
Employee may first become exercisable in a particular calendar year
may not exceed $100,000. If any shares of Common Stock subject to
Stock Options are not purchased or otherwise paid for before such
Stock Options expire, such shares may again be made subject to Stock
Options.
6.2 Capital Changes. In the event any changes are
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made to the shares of Common Stock (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividend in
excess of ten percent (10%) at any single time, stock split,
combination of shares, exchange of shares, change in corporate
structure or otherwise), appropriate adjustments shall be made in:
(i) the number of shares of Common Stock theretofore made subject to
Stock Options, and in the purchase price of said shares; and (ii) the
aggregate number of shares which may be made subject to Stock Options.
If any of the foregoing adjustments shall result in a fractional
share, the fraction shall be disregarded, and the Company shall have
no obligation to make any cash or other payment with respect to such a
fractional share.
VII. EXERCISE OF STOCK OPTIONS
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7.1 Time of Exercise. Subject to the provisions of
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the Plan, including without limitation Section 7.3, the Committee, in
its discretion, shall determine the time when a Stock Option, or a
portion of a Stock Option, shall become exercisable, and the time when
a Stock Option, or a portion of a Stock Option, shall expire. Such
time or times shall be set forth in the Option Agreement evidencing
such Stock Option. An ISO shall expire, to the extent not exercised,
no later than the tenth anniversary of the date on which it was
granted, and a Non-ISO shall expire, to the extent not exercised, no
later than ten years and one month after the date on which it was
granted.
7.2 Exchange of Outstanding Stock. The Committee, in
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its sole discretion, may permit a Participant to surrender to the
Company shares of the Common Stock previously
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acquired by the Participant as part or full payment for the exercise
of a Stock Option. Such surrendered shares shall be valued at their
Fair Market Value on the date of exercise.
7.3 Termination of Employment Before Exercise. With
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respect to Participants who are employees of the Company or any
Participating Subsidiary, if a Participant's employment with the
Company or a Participating Subsidiary shall terminate for any reason
other than the Participant's death or disability, any Stock Option
then held by the Participant, to the extent then exercisable under the
applicable Option Agreement(s) and unless otherwise determined by the
Committee and set forth in a Participant's applicable Option
Agreement(s), shall remain exercisable after the termination of his
employment for a period of three months (but, in the case of an ISO,
in no event beyond ten years from the date of grant of the ISO). If
the Participant's employment is terminated because the Participant is
disabled within the meaning of Section 22(e)(3) of the Code, any Stock
Option then held by the Participant, to the extent then exercisable
under the applicable Option Agreement(s) and unless otherwise
determined by the Committee and set forth in a Participant's
applicable Option Agreement(s) shall remain exercisable after the
termination of his employment for a period of twelve months (but, in
the case of an ISO, in no event beyond ten years from the date of
grant of the ISO). In the event of a Participant's death, any Stock
Option then held by the Participant, to the extent then exercisable
under the applicable Option Agreement(s), shall remain exercisable
after such termination of employment until the expiration of the
stated term of the Stock Option as set forth in the applicable Option
Agreement(s) (but, in the case of an ISO, in no event beyond ten years
from the date of grant of the ISO. The termination of a Stock Option
granted to a Consultant shall be as determined by the Committee, and
set forth in the Consultant's applicable Option Agreement(s). If the
Stock Option is not exercised during the applicable period, it shall
be deemed to have been forfeited and of no further force or effect.
7.4 Disposition of Forfeited Stock Options. Any
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shares of Common Stock subject to Stock Options forfeited by a
Participant shall not thereafter be eligible for purchase by the
Participant but may be made subject to Stock Options granted to other
Participants.
7.5 Grant of Supplemental Bonuses. The Committee,
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either at the time of grant or at any time prior to exercise of any
Non-ISO or Stock Appreciation Right, may provide for a Supplemental
Bonus from the Company or Participating Subsidiary in connection with
a specified number of shares of Common Stock then purchasable, or
which may become purchasable, under a Stock Option, or a specified
number of Stock Appreciation Rights which may be or become
exercisable. Such Supplemental Bonus shall be payable upon the
exercise of the Non-ISO or Stock Appreciation Right with regard to
which such Supplemental Bonus was granted. A Supplemental Bonus shall
not exceed the amount necessary to reimburse the Participant for the
income tax liability incurred by him upon the exercise of the Non-ISO
or upon the exercise of such Stock Appreciation Right, calculated
using the maximum combined Federal and Colorado income tax rates then
in effect and taking into account the tax liability arising from the
Participant's receipt of the Supplemental Bonus. The Committee may,
in its discretion, elect to pay any part or all of the Supplemental
Bonus in: (i) cash; (ii) shares of Common Stock; or (iii) any
combination of cash and shares of Common Stock. The provisions of
Section 8.3 shall
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apply to the giving of notice, the determination of the number of
shares to be delivered, and the time for delivering shares. In
applying Section 8.3, the Supplemental Bonus shall be treated as if it
were a Stock Appreciation Right that the Participant exercised on the
day the Supplemental Bonus became payable. Shares of Common Stock
issued pursuant to this Section 7.5 shall not be deemed to have been
issued upon the exercise of a Stock Option for purposes of the
limitations imposed by Section 6.1 of the Plan.
VIII. STOCK APPRECIATION RIGHTS
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8.1 Grant of Stock Appreciation Rights. The Committee
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may, from time to time, grant Stock Appreciation Rights to a
Participant with respect to not more than the number of shares of
Common Stock which are, or may become, purchasable under any Stock
Option held by the Participant. The Committee may, in its sole
discretion, specify the terms and conditions of such rights, including
without limitation the date or dates upon which such rights shall
expire and become void and unexercisable; provided, however, that in
no event shall such rights expire and become void and unexercisable
later than the time when the related Stock Option is exercised,
expires or terminates. Each Participant to whom Stock Appreciation
Rights are granted shall be given written notice advising him of the
grant of such rights and specifying the terms and conditions of the
rights, which shall be subject to all the provisions of this Plan.
8.2 Exercise of Stock Appreciation Rights. Subject to
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Section 8.3, and in lieu of purchasing shares of Common Stock upon the
exercise of a Stock Option held by him, a Participant may elect to
exercise the Stock Appreciation Rights, if any, he has been granted
and receive payment of the Redemption Value of all, or any portion, of
the number of shares of Common Stock subject to such Stock Option with
respect to which he has been granted Stock Appreciation Rights;
provided, however, that the Stock Appreciation Rights may be exercised
only when the Fair Market Value of the Common Stock subject to such
Stock Option exceeds the exercise price of the Stock Option. A
Participant shall exercise his Stock Appreciation Rights by delivering
a written notice to the Committee specifying the number of shares with
respect to which he exercises Stock Appreciation Rights and agreeing
to surrender the right to purchase an equivalent number of shares of
Common Stock subject to his Stock Option. If a Participant exercises
Stock Appreciation Rights, payment of his Stock Appreciation Rights
shall be made in accordance with Section 8.3 on or before the 90th day
after the date of exercise of the Stock Appreciation Rights.
8.3 Form of Payment. If a Participant elects to
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exercise Stock Appreciation Rights as provided in Section 8.2, the
Committee may, in its absolute discretion, elect to pay any part or
all of the Redemption Value of the shares with respect to which the
Participant has exercised Stock Appreciation Rights in: (i) cash;
(ii) shares of Common Stock; or (iii) any combination of cash and
shares of Common Stock. The Committee s election pursuant to this
Section 8.3 shall be made by giving written notice to the Participant
within said 90-day period, which notice shall specify the portion
which the Committee elects to pay in cash, shares of Common Stock or a
combination thereof. In the event any portion is to be paid in shares
of Common Stock, the number of shares to be delivered shall be
determined by dividing the amount
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which the Committee elects to pay in shares of Common Stock by the
Fair Market Value of one share of Common Stock on the date of exercise
of the Stock Appreciation Rights. Any fractional share resulting from
any such calculation shall be disregarded. Said shares, together with
any cash payable to the Participant, shall be delivered within said
90-day period.
IX. NO CONTRACT OF EMPLOYMENT
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Nothing in this Plan shall confer upon the Participant the right
to maintain its relationship with the Company or any Participating
Subsidiary, whether as an Employee, Consultant or otherwise, nor shall
it interfere in any way with any right of the Company, or any such
Participating Subsidiary, to terminate its relationship with the
Participant at any time for any reason whatsoever, with or without
cause.
X. NO RIGHTS AS A STOCKHOLDER
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A Participant shall have no rights as a stockholder with respect
to any shares of Common Stock subject to a Stock Option. Except as
provided in Section 6.2, no adjustment shall be made in the number of
shares of Common Stock issued to a Participant, or in any other rights
of the Participant upon exercise of a Stock Option by reason of any
dividend, distribution or other right granted to stockholders for
which the record date is prior to the date of exercise of the
Participant's Stock Option.
XI. ASSIGNABILITY
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No Stock Option, Stock Appreciation Right or Supplemental Bonus
right granted under this Plan, nor any other rights acquired by a
Participant under this Plan, shall be assignable or transferable by a
Participant, other than by will or the laws of descent and
distribution or, in the case of a Non-ISO, pursuant to a qualified
domestic relations order as defined by the Code, Title I of the
Employee Retirement Income Security Act ("ERISA"), or the rules
thereunder. Notwithstanding the preceding sentence, the Committee
may, in its sole discretion, permit an assignment or transfer of a
Non-ISO by a Participant and the exercise thereof by a person other
than such Participant, on such terms and conditions as the Committee
in its sole discretion may determine. In the event of his death, the
Stock Option or any Stock Appreciation Right or Supplemental Bonus
right may be exercised by the Personal Representative of the
Participant's estate or, if no Personal Representative has been
appointed, by the successor or successors in interest determined under
the Participant's will or under the applicable laws of descent and
distribution.
XII. MERGER OR LIQUIDATION OF THE COMPANY
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If the Company or its stockholders enter into an agreement to
dispose of all, or substantially all, of the assets or outstanding
capital stock of the Company by means of a sale or liquidation, or a
merger or reorganization in which the Company is not the surviving
corporation, all Stock Options outstanding under the Plan as of the
day before the consummation of such sale,
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liquidation, merger or reorganization, to the extent not exercised,
shall for all purposes under this Plan become exercisable in full as
of such date even though the dates of exercise established pursuant to
Section 7.1 have not yet occurred.
XIII. AMENDMENT
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The Board may from time to time alter, amend, suspend or
discontinue the Plan, including, where applicable, any modifications
or amendments as it shall deem advisable in order that ISOs will be
classified as incentive stock options under the Code, or in order to
conform to any regulation or to any change in any law or regulation
applicable thereto; provided, however, that no such action shall
adversely affect the rights and obligations with respect to Stock
Options at any time outstanding under the Plan; and provided further
that no such action shall, without the approval of the stockholders of
the Company, (i) increase the maximum number of shares of Common Stock
that may be made subject to Stock Options (unless necessary to effect
the adjustments required by Section 6.2), (ii) materially increase the
benefits accruing to Participants under the Plan or (iii) materially
modify the requirements as to eligibility for participation in the
Plan.
XIV. REGISTRATION OF OPTIONED SHARES
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The Stock Options shall not be exercisable unless the purchase of
such optioned shares is pursuant to an applicable effective
registration statement under the Securities Act of 1933, as amended,
or unless in the opinion of counsel to the Company, the proposed
purchase of such optioned shares would be exempt from the registration
requirements of the Securities Act of 1933, as amended, and from the
qualification requirements of any state securities law.
XV. WITHHOLDING TAXES
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The Company, or Participating Subsidiary, may take such steps as
it may deem necessary or appropriate for the withholding of any taxes
which the Company, or the Participating Subsidiary, is required by any
law or regulation or any governmental authority, whether federal,
state or local, domestic or foreign, to withhold in connection with
any Stock Option, Stock Appreciation Right or Supplemental Bonus
including, but not limited to, the withholding of all or any portion
of any payment or the withholding of issuance of shares of Common
Stock to be issued upon the exercise of any Stock Option or Stock
Appreciation Right or upon payment of any Supplemental Bonus, until
the Participant reimburses the Company, or Participating Subsidiary,
for the amount the Company or Participating Subsidiary is required to
withhold with respect to such taxes, or canceling any portion of such
payment or issuance in an amount sufficient to reimburse itself for
the amount it is required to so withhold. Notwithstanding any other
provision of this Plan, whenever any such withholding of taxes is
required in connection with any such Stock Option, or Stock
Appreciation Right or Supplemental Bonus issued in shares of Common
Stock, issued to a Participant who is subject to Section 16 of the
Securities Exchange Act of 1934, shares of Common Stock shall be
withheld as the method of reimbursement for such tax withholding in
lieu of any other form of withholding under the Plan.
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XVI. NON-EXCLUSIVITY OF THE PLAN
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Neither the adoption of the Plan by the Board nor the submission
of the Plan to stockholders of the Company for approval shall be
construed as creating any limitations on the power or authority of the
Board to adopt such other or additional incentive or other
compensation arrangements of whatever nature as the Board may deem
necessary or desirable or preclude or limit the continuation of any
other plan, practice or arrangement for the payment of compensation or
fringe benefits to employees, consultants and directors generally, or
to any class or group of employees, consultants or directors, which
the Company or any Participating Subsidiary now has lawfully put into
effect, including, without limitation, any retirement, pension,
savings and stock purchase plan, insurance, death and disability
benefits, and executive short term incentive plans.
XVII. EFFECTIVE DATE; PRIOR PLAN SUPERSEDED
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17.1 Effective Date of Plan. This 1995 Stock
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Option Plan was adopted by the Board of Directors effective as of
August 15, 1996 (the "ffective Date") and approved by the Stockholders
on May 23, 1996.
17.2 1987 Plan Superseded. This 1995 Stock Option Plan
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supersedes the Stock Option Plan adopted June 1, 1987, and approved by
the Company's Stockholders on August 25, 1987, as subsequently amended
through February 19, 1995 (the "987 Plan"). No further stock options
may be granted under the 1987 Plan after August 15, 1995, but all
options granted under the 1987 Plan that were outstanding on
August 15, 1995, remain valid and shall continue to be governed by the
provisions of the 1987 Plan.
17.3 Term of Plan. No stock option shall be granted
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under this 1995 Stock Option Plan subsequent to ten (10) years after
the Effective Date. Stock options outstanding subsequent to the ten
years after the Effective Date shall continue to be governed by the
provisions of the Plan. amendment to the Plan, increasing the maximum
aggregate number of shares of Common Stock that may be made subject to
Stock Options from 1,500,000 to 2,500,000, and expanding the
eligibility requirements of the Plan to include consultants and
nonemployee directors of the Company. No Stock Options shall be
granted subsequent to ten years after the effective date of the Plan.
Stock Options outstanding subsequent to ten years after the effective
date of the Plan shall continue to be governed by the provisions of
the Plan.
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