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EXHIBIT 10(III)(A)(5)
INTRAV, INC.
AMENDED INCENTIVE STOCK PLAN
1. PURPOSE. The purpose of the INTRAV, Inc. Incentive Stock Plan
(the "Plan") is to aid in attracting and retaining strong management capable
of assuring the future success of INTRAV, Inc. (the "Company"). The Plan is
designed to secure for the Company and its shareholders the benefits inherent
in common stock ownership by the key employees of the Company, who are
largely responsible for the Company's future growth and continued financial
success; and to afford such persons the opportunity to obtain or increase a
proprietary interest in the Company on a favorable basis and, thereby, to
have an opportunity to share in its success.
2. DEFINITIONS.
As used in this Plan, the following words shall have the
following meanings:
(a) "Board of Directors" means the Board of Directors of the
Company;
(b) "Code" means the Internal Revenue Code of 1986, as amended.
Reference to a section of the Code shall include that section and any
comparable section or sections of any future legislation that amends,
supplements or supersedes that section.
(c) "Common Stock" means common stock of the Company;
(d) "Disinterested Person" shall have the meaning set forth in
Rule 16b-3(c)(2)(i) of the Securities Exchange Act of 1934, as amended.
(e) "Incentive Stock Option" means an option to purchase shares
of Common Stock at the times and at the price determined by the Administrator
in accordance with Paragraph 7 which is intended to qualify as an incentive
stock option as defined in Section 422 of the Code;
(f) "Nonqualified Stock Option" means an option to purchase
shares of Common Stock at the times and at the price determined by the
Administrator in accordance with Paragraph 7 which is not intended to qualify
as an Incentive Stock Option;
(g) "Option" means an Incentive Stock Option or Nonqualified
Stock Option;
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(h) "Outside Director" means a member of the Board of Directors
who is not an employee of the Company.
(i) "Participant" means an employee of the Company or its
subsidiaries or an Outside Director who has been awarded Benefits under the
Plan.
(j) "Restricted Stock" means Common Stock that is subject to
certain restrictions on its disposition and rights of the Company to
reacquire the stock upon the occurrence of certain events during a specified
period as determined by the Administrator in accordance with Paragraph 8;
(k) "Subsidiary" means any corporation, partnership, joint
venture or business trust, fifty percent (50%) or more of the control of
which is owned, directly or indirectly, by the Company; provided that for the
purpose of Incentive Stock Options "Subsidiary" shall have the same meaning
as the term "subsidiary corporation," as defined in Section 425 of the Code;
provided further that "Subsidiary" includes any entity or arrangement that
first becomes described in this subparagraph after the effective date of this
Plan.
(l) "Reporting Person" means any person who is the beneficial
owner, directly or indirectly, of more than ten percent (10%) of any class of
equity securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended; any director or officer of the issuer of
such securities; and any person specified in Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment
Company Act of 1940.
3. ADMINISTRATION.
(a) General. The Plan shall be administered by the Board of
Directors or by a committee or committees appointed by the Board of Directors
as Administrator of the Plan. The Board of Directors may appoint a committee
to act as Administrator with respect to one or more classes of employees, and
another committee or committees to act as Administrator with respect to other
classes of employees; or appoint a committee to serve as Administrator with
respect to one category of benefits, and another committee to serve as
Administrator with respect to a different category of benefits.
(b) Reporting Persons. Anything in subparagraph (a) of this
Paragraph 3 to the contrary notwithstanding, selection of Reporting Persons
for participation in the Plan and decisions concerning the timing, pricing,
and amount of a grant or award to Reporting Persons must be made solely by a
committee of two or more directors, each of whom is a Disinterested Person.
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(c) Administrator. References throughout this Plan to the
"Administrator" shall refer to (i) the administrative committee described in
subparagraph (b) of this Paragraph, with respect to selection of Reporting
Persons for participation in the Plan and decisions concerning the timing,
pricing, and amount of a grant or award to Reporting Persons; and (ii) the
Board of Directors or the committee or committees described in subparagraph
(a) of this Paragraph, with respect to all other administrative functions.
Subject to the provisions of this Plan, the Administrator shall have
exclusive authority to interpret and administer the Plan, to establish
appropriate rules relating to the Plan, to select persons to receive awards
under the Plan, to grant Incentive Stock Options, Non-qualified Stock Options
and Restricted Stock in accordance with the Plan, to delegate its authority
and duties under the Plan and to take all such steps and make all such
determinations in connection with the Plan and the Incentive Stock Options,
Nonqualified Stock Options and Restricted Stock as it may deem necessary or
advisable.
4. ELIGIBILITY.
Key employees of the Company and Outside Directors, who are
responsible for contributing to the management and the profitability of the
business of the Company, are eligible for awards under the Plan. The
Administrator shall from time to time determine and designate the employees
and Outside Directors who shall receive awards under the Plan, and the number
of Incentive Stock Options, Nonqualified Stock Options and the Restricted
Stock to be awarded to each such person. In making any such award, the
Administrator may take into account the nature of services rendered by the
person, the capacity of the person to contribute to the success of the
Company, and other factors that the Administrator may consider relevant.
5. TYPES OF BENEFITS.
Benefits that may be awarded under the Plan include (a) Incentive
Stock Options; (b) Nonqualified Stock Options; and (c) Restricted Stock, as
described in this Plan ("Benefits").
The Administrator may: (a) make the grant of Benefits conditional
upon an election by a Participant to defer payment of a portion of his
compensation; (b) give a participant a choice between two Benefits or
combinations of Benefits; (c) award Benefits in the alternative so that
acceptance of or exercise of one Benefit cancels the right of a Participant
to another; and (d) award Benefits in any combination or combinations and
subject to any condition or conditions consistent with the terms of the Plan
that the Administrator in its sole discretion shall determine.
The Administrator in its discretion may offer Outside Directors
the option to elect to receive all or any portion of their fees for services
on the Board of Directors in the
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form of Restricted Stock in lieu of cash on such terms and conditions as the
Administrator shall determine.
6. SHARES SUBJECT TO PLAN.
Subject to the provisions of Section 9 (relating to adjustment for
changes in capital stock), the maximum number of shares that may be issued
under this Plan shall not exceed in the aggregate 750,000 shares of Common
Stock. Such shares may be unissued shares, or issued shares that have been
reacquired. If any Incentive Stock Options or Non-Qualified Stock Options
granted under the Plan shall for any reason terminate or expire, or be
surrendered without having been exercised in full, the shares not purchased
under such options shall be available again for option or grant under the
Plan. If any Restricted Stock is granted hereunder, such shares shall be
available again for option or grant under the Plan even though such shares
are forfeited prior to the end of the Restricted Period.
Notwithstanding the above, the maximum number of shares that may
be awarded in any calendar year to a "covered employee" for such year, as
defined in Section 162(m) of the Code, shall not exceed 500,000 shares (as
adjusted in accordance with Paragraph 9).
7. STOCK OPTIONS.
The Administrator from time to time may grant options ("Options")
to Participants to purchase shares of Common Stock from the Company. An
Option may be granted in the form of an "Incentive Stock Option," which is
intended to qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
in the form of a "Non-Qualified Stock Option," which is not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code. Each Participant who is awarded a Stock Option shall enter into an
agreement with the Company in a form specified by the Administrator agreeing
to the terms and conditions of the award and such other matters consistent
with the Plan as the Administrator in its sole discretion shall determine.
Option agreements need not be identical, but each Option agreement shall
include the substance of all of the provisions set forth in subsections (a)
through (e) below:
(a) The purchase price shall be payable in full in cash upon
exercise of the Option. In lieu of cash a Participant may, to the extent
permitted by and subject to the conditions contained in the terms of the
Option agreement, make payment in whole or in part by tendering shares of
Common Stock of the Company valued at fair market value on the date of
exercise, or in the form of any other property or note permitted by the
Option agreement.
(b) An Option shall not be transferable by the individual to
whom granted except by will or by the laws of descent and distribution; and
may be exercised during the
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individual's lifetime only by such individual or, in the case of a
Non-Qualified Option, such individual's guardian or legal representative.
(c) The Administrator in its discretion may provide in any
Option agreement that the Option shall be exercisable in full at any time or
from time to time during the term of the Option, or may provide for the
exercise of the Option in such installments and at such times during the term
of the Option as the Administrator may determine; provided however that no
option granted to a Reporting Person shall be exercisable for at least six
months from the date of acquisition of the Option.
(d) The maximum term of an Option shall be ten years from the
date it was granted, except that the maximum term of an Incentive Stock
Option granted to a person who owns more than ten percent of the total
combined voting power of all classes of the stock of the Company shall be
five years.
(e) The purchase price of the shares covered by each Option
shall be not less than 100% of the fair market value of the stock subject to
the Option at the time the Option is granted. Fair Market Value means the
closing price on the Nasdaq National Market or any other stock exchange on
which shares of Common Stock are traded on the valuation date, and if there
is no sale of such shares on such date, the price determined by the
Administrator.
(f) The aggregate fair market value (as determined by the
Administrator as of the time an Incentive Stock Option is granted) of the
Common Stock covered by an Incentive Stock Option awarded a Participant under
the Plan (or any plan of a parent corporation or Subsidiary) that becomes
exercisable for the first time during any calendar year shall not exceed One
Hundred Thousand Dollars ($100,000.00) or such other maximum applicable to
Incentive Stock Options as may be in effect from time to time under the Code.
(g) No Incentive Stock Option shall be awarded after the day
preceding the tenth anniversary of the effective date of the Plan.
(h) No person entitled to exercise any Option granted under the
Plan shall have any of the rights or privileges of a shareholder of the
Company with respect to shares issuable upon exercise of such Option until
certificates representing such shares shall have been issued and delivered to
such person.
(i) An Incentive Stock Option may be granted only to a person
who is an employee of the Company at the time of the grant.
8. RESTRICTED STOCK.
Restricted Stock consists of Common Stock that is subject to
certain restrictions
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on the disposition of such share and rights of the Company to reacquire the
share upon specified terms upon the occurrence of certain events during a
specified period, as determined by the Administrator. Each Participant who is
awarded Restricted Stock shall enter into an agreement with the Company in a
form specified by the Administrator agreeing to the terms and conditions of the
award and such other matters consistent with the Plan as the Administrator in
its sole discretion shall determine.
Restricted Stock may not be sold, transferred, pledged or
otherwise encumbered during a Restricted Period. A Restricted Period shall
commence on the date of the award and end at such later date as the
Administrator may designate at the time of the award. In the case of a
Participant subject to Section 16 of the 1934 Act, the Restricted Period
shall be at least six months after acquisition of the Restricted Stock,
except in case of death or disability. A Participant shall have the entire
beneficial ownership and most of the rights and privileges of a shareholder
with respect to Restricted Stock awarded to him, including the right to
receive dividends and the right to vote such Restricted Stock.
The Administrator in its sole discretion from time to time may
establish the terms and conditions under which Restricted Stock shall be
forfeited by the Participant during the Restricted Period.
Notwithstanding anything in this Section to the contrary, the
Administrator may make an award of "phantom stock credits" to any Participant
which shall serve as a basis for an award of Restricted Stock at a later
point in time.
The Participant shall not be entitled to delivery of the
certificate representing shares of Common Stock until the expiration of the
Restricted Period applicable to such Restricted Stock.
9. ADJUSTMENT UPON CHANGES IN STOCK.
If any change is made in the shares of Common Stock of the Company
by reason of any merger, consolidation, separation, reorganization, partial
or complete liquidation, stock dividend, stock split, combination of shares,
recapitalization, change in corporate structure, or otherwise, appropriate
adjustments shall be made by the Administrator to the kind and maximum number
of shares subject to the Plan and the kind and number of shares and price per
share of stock subject to each outstanding Benefit. Any increase in the
shares, or the right to acquire shares, as the result of such an adjustment
shall be subject to the same terms and conditions that apply to the Benefit
for which such increase was received. No fractional shares of Common Stock
shall be issued under the Plan on account of any such adjustment, and rights
to shares always shall be limited after such an adjustment to the lower full
share.
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10. AMENDMENT OF THE PLAN.
The Board of Directors of the Company may at any time amend the
Plan, provided that the Board may not, without approval (within twelve months
before or after the date of such change) of such number of the stockholders
as may be required by federal income tax or federal securities laws for any
particular amendment: (a) increase the maximum number of shares of Common
Stock in the aggregate which may be issued under the Plan, except as may be
permitted under the adjustment provisions of Section 9, (b) change the class
of persons eligible to participate in the Plan, or (c) adopt any other
amendment for which shareholder approval is required by federal income tax or
federal securities laws. The Board of Directors may not alter or impair any
Benefit previously granted under the Plan without the consent of the person
to whom the Benefit was granted.
11. TERMINATION OF THE PLAN.
The Plan shall terminate upon the expiration of the ten year
period which commences on the earlier of (a) the date the Plan is adopted by
the Board of Directors of the Company, or (b) the date on which the Plan is
approved by the stockholders of the Company; provided, however, that the
Board of Directors may terminate or suspend the Plan at any time. No Benefit
shall be awarded after termination of the Plan.
Rights and obligations under a Benefit awarded while the Plan is
in effect shall not be altered or impaired by termination or suspension of
the Plan except by consent of the person to whom the Benefit was awarded.
12. WITHHOLDING TAX.
The Company shall have the right to withhold with respect to any
distribution made to Participants under the Plan any taxes required by law to
be withheld because of such distribution (the "Tax Requirements"). The
Administrator may require or permit a Participant to satisfy any Tax
Requirements with Company stock. If the Administrator permits a Participant
to satisfy the Tax Requirements in Company stock, the election by a
Participant to do so shall be made prior to the date the withholding
obligation arises (the "Tax Date"), shall be irrevocable and shall be subject
to the disapproval of the Administrator. Additionally, if a Participant is
subject to Section 16 of the 1934 Act the Participant's election (a) may not
be made until at least six months after the award to which it relates except
in the case of death or disability; and (b) must be made six months prior to
the Tax Date or during the period beginning on the third business day
following the date of release for publication of quarterly and annual summary
statements of sales and ending on the twelfth business day following the date
of such release.
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13. RULES OF CONSTRUCTION.
The terms of the Plan shall be construed in accordance with the
laws of the State of Missouri, provided that the terms of the Plan as they
relate to Incentive Stock Options shall be construed first in accordance with
the meaning under and in a manner that will result in the Plan satisfying the
requirements of the provisions of the Code governing incentive stock options.
14. COMPLIANCE WITH 1934 ACT.
With respect to persons subject to Section 16 of the 1934 Act,
transactions under this Plan are intended to comply with all applicable
provisions of Rule 16b-3 or its successors under the 1934 Act. To the extent
any provision of the Plan or action by the Administrator fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Administrator.
15. NONTRANSFERABILITY.
Each Option or similar right granted under this Plan shall not be
transferable other than by will or the laws of descent and distribution, and
shall be exercisable during the holder's lifetime only by the holder or the
holder's guardian or legal representative.
16. EFFECTIVE DATE.
The Plan shall become effective as of the date it is adopted by
the Board of Directors of the Company subject only to approval by the holders
of a majority of the outstanding voting stock of the Company within twelve
(12) months before or after the adoption of the Plan by the Board of
Directors.
17. STOCK APPRECIATION RIGHTS (SARs).
(a) A Stock Appreciation Right (SAR) is the right of the
Participant to receive all or a portion of the difference between the fair
market value of a share of common stock at the time of exercise of the SAR
and the exercise price of the SAR established by the Administrator. Such
difference may be payable in cash, or in common stock, as determined by the
terms of the SAR Agreement.
The Administrator from time to time may grant SARs to Participants
exercisable upon such terms and conditions as the Administrator may establish
at the time of the grant of the SAR. Each Participant who is awarded a SAR
shall enter into an agreement with the Company in a form specified by the
Administrator agreeing to the terms and conditions of the award and such
other matters consistent with the Plan as the Administrator at its sole
discretion shall determine.
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(b) A SAR granted pursuant to this Section to a person subject
to Section 16 of the 1934 Act (i) shall not be exercisable for at least six
months from the date of the grant; (ii) shall not be transferable other than
by will or the laws of descent and distribution; and (iii) shall be
exercisable during the Participant's lifetime only by the Participant or the
Participant's guardian or legal representative.
(c) A Participant subject to Section 16 of the 1934 Act may
surrender an option pursuant to this Section only during the period beginning
on the third business day following the date of release for publication of
quarterly and annual summary statements of sales and earnings and ending on
the twelfth business day following the date of such release.
(d) The following additional provisions shall be applicable to
any SAR granted in tandem with an Incentive Stock Option where the exercise
of the SAR affects the right to exercise the Incentive Stock Option:
(i) The SAR may not be exercised at any time after the
expiration or termination of the underlying Incentive Stock Option;
(ii) The SAR may be for no more than the difference between
the exercise price of the underlying Incentive Stock Option and the market
price of the common stock subject to the underlying option at the time the
SAR is exercised;
(iii) The SAR is transferable only when the underlying
Incentive Stock Option is transferable, and under the same conditions;
(iv) The SAR may be exercised only when the underlying
Incentive Stock Option may be exercised; and
(v) The SAR may be exercised only when the market price of
the common stock subject to the underlying Incentive Stock Option exceeds the
exercise price of the Incentive Stock Option.
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