Exhibit 10.5
1983 Employees' Incentive Stock Option Plan
of
AMETEK, INC.
1. Purpose. The purpose of this Stock Option Plan is to advance the interests
of the Corporation by encouraging and enabling the acquisition of a larger
personal proprietary interest in the Corporation by key employees of the
Corporation and its subsidiaries upon whose judgment and keen interest the
Corporation is largely dependent for the successful conduct of its operations.
It is anticipated that the acquisition of such proprietary interest in the
Corporation will stimulate the efforts of such key employees on behalf of the
Corporation and strengthen their desire to remain with the Corporation and its
subsidiaries as well as that the opportunity to acquire such a proprietary
interest will enable the Corporation to attract desirable personnel.
2. Definitions. When used in this Plan, unless the context otherwise requires:
(a) "Board of Directors" shall mean the Board of Directors of the
Corporation as constituted at any time.
(b) "Chairman of the Board" shall mean the person who at the time shall be
Chairman of the Board of the Corporation.
(c) "Committee" shall mean the Stock Option Plan Committee hereinafter in
Section 3 described.
(d) "Corporation" shall mean AMETEK, INC.
(e) "Fair Market Value" on a specified date shall mean the average of the
highest and lowest quoted selling price at which Stock is traded on the New
York Stock Exchange (or any other national stock exchange on which the
Stock of the Corporation is principally listed), or on the over-the-counter
market if Stock is principally traded in such market, but if no Stock was
traded on such date, then on the last previous date on which Stock was so
traded, or if none of the above are applicable the value established for
such date using any reasonable method of valuation chosen by the Committee.
(f) "Options" shall mean the Stock Options issued pursuant to the Plan.
(g) "Plan" shall mean the 1983 Employees' Incentive Stock Option Plan of
AMETEK, INC. authorized by the Board of Directors at its meeting held on
January 27, 1983 as such Plan from time to time may be amended as herein
provided.
(h) "President" shall mean the person who at the time shall be the
President of the Corporation.
(i) "Share" shall mean a share of common stock of the Corporation.
(j) "Stock" shall mean the common stock of the Corporation.
(k) "Subsidiary" shall mean any corporation more than 50% of whose stock
having general voting power is owned by the Corporation or by a subsidiary,
as herein defined, of the Corporation.
3. Committee. The Plan shall be administered by a Committee which shall consist
of three Directors of the Corporation, none of whom shall be eligible for
Options under
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the Plan. The members of the Committee shall be selected by the Board of
Directors. The Chairman of the Board and the President shall ex officio meet
with the Committee and act as advisors to the Committee. If a member of the
Committee, for any reason, shall cease to serve, the vacancy may be filled by
the Board of Directors. Any member of the Committee may be removed at any time,
with or without cause, by the Board of Directors. The Chairman of the Committee
shall be designated by the Board of Directors, and meetings of the Committee may
be called at any time by its Chairman or upon written request of any two members
of the Committee, provided that meetings may be held at any time without notice
if all the members are present or if at any time before or after the meeting
those not present waive notice of the meeting in writing. Subject to the
preceding provision, at least one day's notice of the meeting shall be given in
person or by telephone, letter, telegram or cablegram. At all meetings of the
Committee, two of the members of the Committee at the time of such meeting shall
be necessary to constitute a quorum. Any act of a majority of the quorum
present at a meeting shall be the act of the Committee.
4. Participants. Except as hereinafter provided, all key employees shall be
eligible to receive Options under this Plan. The employees to whom Options are
to be offered under this Plan and the number of Shares to be optioned to each
such employee shall be determined by the Committee in its sole discretion,
subject, however, to the terms and conditions of this Plan. Employees to whom
Stock may be optioned may include officers who are also Directors of the
Corporation and/or its Subsidiaries but not Directors who are not also officers.
No Option may, however, be granted under this Plan to any employee who would,
after the granting of such Option, own (within the meaning of Section 422A(b)(6)
of the Internal Revenue Code of 1954, as amended) Stock possessing more than 10%
of the total combined voting power or value of all classes of Stock of the
Corporation or a Subsidiary.
5. The Stock. The Committee may, but shall not be required to, allocate in
accordance with this Plan, Options to purchase an aggregate of not more than
300,000 Shares, which may be either Treasury Stock or authorized but unissued
Stock. The number of Shares issuable shall be computed prior to any adjustment
for any stock dividends, split-ups, reorganizations, or other substitutions of
securities for the Stock of the Corporation. The number of Shares to be
optioned to any eligible person shall be determined by the Committee in its sole
discretion.
Notwithstanding any other provision of this Plan to the contrary, the aggregate
Fair Market Value (determined as of the date an Option is granted) of the Shares
with respect to which an employee may be granted Options in any one calendar
year (under this Plan, and all other stock option plans maintained by the
Corporation or its Subsidiaries that meet the requirements of Section 422A of
the Internal Revenue Code of 1954, as amended) after December 31, 1980 shall not
exceed $100,000, increased by the amount allowable as an unused limit carryover
from any prior calendar year which may be taken into account in accordance with
the paragraph below.
If $100,000 exceeds the aggregate Fair Market Value (determined as of the date
an Option is granted) of the Shares with respect to which an employee was
granted incentive stock options in any one calendar year (under this Plan, and
all other incentive stock option plans that meet the requirements of Section
422A of the Internal
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Revenue Code of 1954, as amended) after December 31, 1980, then one-half of such
excess shall be deemed to be an unused limit carryover to be available in any or
all of the three succeeding calendar years. The amount of the unused limit
carryover from any calendar year which may be taken into account in any
succeeding calendar year shall be the amount of such carryover reduced by the
amount of such carryover which was used in prior calendar years. For the
purposes of this computation, in any calendar year the Fair Market Value of
Shares with respect to which an employee is granted Options shall first be
applied against the $100,000 limitation, and then applied against carryovers to
such calendar year from previous calendar years in the chronological order of
the previous calendar years in which such carryovers arose.
If any Option shall expire or terminate for any reason, without having been
exercised in full, the unpurchased Shares subject thereto may again be issued
under the Plan.
Nothing herein contained shall be construed to prohibit the issuance of Options
at different times to the same person.
The form of option shall be as determined from time to time by the Committee. A
certificate of option signed by the Chairman of the Board or the President or a
Vice President, attested by the Treasurer or an Assistant Treasurer, or
Secretary or an Assistant Secretary of the Corporation and having the seal of
the Corporation affixed thereto, shall be issued to each person to whom an
Option is granted.
6. Price. The price of the Shares to be purchased pursuant to the exercise of
any Option shall be fixed by the Committee in any manner permitted by Section
422A(b)(4) of the Internal Revenue Code of 1954, as amended, for "Incentive
Stock Options" as therein defined.
7. Duration of Option. The duration of any Option granted under this Plan shall
be fixed by the Committee in its sole discretion; provided, however, that no
Option shall remain in effect for a period of more than ten years from the date
on which it is granted.
8. Consideration for Options. As consideration for the issuance of the Option,
the Corporation shall obtain in each case either (a) from any recipient who at
the time of the issuance of the Option shall not have been under a contract of
employment, an option to have the services of such recipient for such period, up
to one year, as the Corporation shall determine, or (b) from any recipient who
is under an employment contract at the time the Option is issued, an option to
extend the term of his contract for a period of not less than one year upon such
terms and conditions as the Corporation and the employee may agree, but if they
are unable to agree, then upon the same terms and conditions of such contract.
9. Non-transferability of Options. Options and all rights thereunder shall be
non-transferable and non-assignable by the holder except to the extent that the
estate of a deceased holder may be permitted to exercise them.
10. Exercise of Options. An Option, after the issuance thereof, shall be
exercisable by the holder at such rate and times as may be fixed by the
Committee, but not more
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than 20% of the total number of Shares optioned may be purchased during each
twelve month period during the five years following the date of issuance of the
Option. Such optioned Shares as may be but are not purchased during any one
twelve month period may be purchased during any one or more succeeding twelve
month periods, provided, however, that all or any part of remaining unexercised
Options issued to any person may be exercised (a) immediately upon or at any
time after (but prior to the expiration of the term of the Option) the
attainment by the holder of the age of sixty-five years, provided the holder is
still in the employ of the Corporation or a Subsidiary thereof, or (b) upon his
death, or (c) upon the occurrence of such special circumstance or event as in
the opinion of the Committee merits special consideration. Notwithstanding the
foregoing, (i) no Option shall be exercisable prior to the approval of the Plan
by the stockholders of the Corporation in accordance with Section 15 hereof, and
(ii) any Option granted to an employee to whom an option that qualifies as an
incentive stock option under the provisions of Section 422A of the Internal
Revenue Code of 1954, as amended, was previously granted under this Plan, or any
other option plan maintained by the Corporation or any Subsidiary, shall not be
exercisable while such previously granted option is outstanding. For the
purposes of this Section 10, an option shall be deemed to be outstanding until
such option is exercised in full or expires by reason of lapse of time, within
the meaning of Section 422A(c)(7) of the Internal Revenue Code of 1954, as
amended.
An Option shall be exercised by the delivery of a duly signed notice in writing
to such effect, together with the option certificate, and either cash, a
certified check payable to the order of the Corporation, or Shares duly endorsed
over to the Corporation (which Shares shall be valued at their Fair Market Value
as of the day preceding the day of such exercise), or any combination of such
methods of payment, which together amount to the full purchase price of the
Shares purchased pursuant to the exercise of the Option, to the Chairman of the
Board or an officer of the Corporation appointed by the Chairman of the Board
for the purpose of receiving the same; provided, however, that no Option issued
pursuant to the Plan may be exercised at any time when the Option or the
granting or exercise thereof violates any law or governmental order or
regulation.
Within a reasonable time after exercise of an Option, the Corporation shall
cause to be delivered to the person entitled thereto, a certificate for the
Shares purchased pursuant to the exercise of the Option and an Option
certificate for a number of Shares equivalent to the difference between the
number of Shares of the option certificate surrendered at the time of the
exercise of the Option and the number of Shares with respect to which the Option
was so exercised, or the original option certificate shall be endorsed to give
effect to the partial exercise thereof.
11. Termination of Employment. If a holder shall voluntarily or involuntarily
leave the employ of the Corporation and its Subsidiaries, the Option of such
holder shall terminate forthwith except the holder shall have until the end of
the third business day following the cessation of the holder's employment with
the Corporation and its Subsidiaries, and no longer, to exercise any unexercised
Option the holder could have exercised on the day on which he left the employ of
the Corporation and its Subsidiaries. Notwithstanding the foregoing, if the
cessation of employment is due to retirement on or after attaining the age of
sixty-five years, or to death, the holder or the
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representatives of the estate of the holder shall have the privilege of
exercising the unexercised Options which the holder or the deceased could have
exercised at the time of his retirement or death, provided that such exercise
must be accomplished prior to the expiration of such Options and either within
three months of the holder's retirement or within six months after the death of
the holder, as the case may be. If the employment of any holder with the
Corporation or a Subsidiary thereof shall be terminated because of the holder's
violation of the duties of such employment in the Corporation or its
Subsidiaries as he may from time to time have, the existence of which violation
shall be determined by the Committee in its sole discretion and which
determination by the Committee shall be conclusive, all unexercised Options of
such holder shall terminate immediately upon the termination of the holder's
employment with the Corporation or a Subsidiary thereof, and a holder whose
employment with the Corporation or a Subsidiary thereof is so terminated, shall
have no right after such termination to exercise any unexercised Option he might
have exercised prior to the termination of his employment with the Corporation
or a Subsidiary thereof.
12. Adjustment of Optioned Shares. If prior to the complete exercise of any
Option there shall be declared and paid a stock dividend upon the Stock or if
the Stock shall be split up, converted, exchanged, reclassified, or in any way
substituted for, the Option, to the extent that it has not been exercised, shall
entitle the holder upon the future exercise of the Option to such number and
kind of securities or other property subject to the terms of the Option to which
he would be entitled had he actually owned the Shares subject to the unexercised
portion of the Option at the time of the occurrence of such stock dividend,
split-up, conversion, exchange, reclassification or substitution; and the
aggregate purchase price upon the future exercise of the Option shall be the
same as if originally optioned Shares were being purchased thereunder. If any
such event should occur, the number of Shares with respect to which Options
remain to be issued, or with respect to which Options may be reissued, shall be
similarly adjusted.
13. Issuance of Shares and Compliances with Securities Act. The Corporation may
postpone the issuance and delivery of Shares upon any exercise of an Option
until (a) the admission of such Shares to listing on any stock exchange on which
Shares of the Corporation of the same class are then listed and (b) the
completion of such registration or other qualification of such Shares under any
State or Federal law, rule or regulation as the Corporation shall determine to
be necessary or advisable. Any person exercising an Option shall make such
representations and furnish such information as may, in the opinion of counsel
for the Corporation, be appropriate to permit the Corporation, in the light of
the then existence or non-existence with respect to such Shares of an effective
Registration Statement under the Securities Act of 1933, as from time to time
amended, to issue the Shares in compliance with the provisions of that or any
comparable act.
14. Administration and Amendment of the Plan. Except as hereinafter provided,
the Board of Directors or the Committee may at any time withdraw or from time to
time amend the Plan and the terms and conditions of any Options not theretofore
issued, and the Board of Directors or the Committee, with the consent of the
affected holder of an Option, may at any time withdraw or from time to time
amend the Plan and the terms and conditions of such Option as has been
theretofore granted.
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Notwithstanding the foregoing, any amendment by the Board of Directors or
Committee, which would increase the number of Shares issuable under Options or
change the class of employees to whom Options may be granted shall be subject to
the approval of the stockholders of the Corporation within one year of such
amendment.
Determination of the Committee as to any question which may arise with respect
to the interpretation of the provisions of the Plan and Options shall be final.
The Committee may authorize and establish such rules, regulations and revisions
thereof not inconsistent with the provisions of the Plan, as it may determine
advisable to make the Plan and Options effective or provide for their
administration, and may take such other action with regard to the Plan and
Options as it shall deem desirable to effectuate their purpose.
15. Effective Date of the Plan. This Plan is effective and in full force and
effect as of January 27, 1983 subject to its approval by the holders of a
majority of the outstanding Stock at any special or annual meeting of the
stockholders of the Corporation held on or before January 26, 1984.
16. Final Issuance Date. No Option shall be issuable under the Plan after
January 26, 1993.
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