EX-4.4
BLONDER TONGUE LABORATORIES, INC.
AMENDED AND RESTATED 1996 DIRECTOR OPTION PLAN
1. DEFINITIONS
As used herein, the following terms shall have the meanings hereinafter
set forth unless the context clearly indicates to the contrary:
1.1 "Agreement" - The agreement between the Company and the Optionee
under which the Optionee may purchase Stock pursuant to the Plan.
1.2 "Board" - The Board of Directors of the Company.
1.3 "Company" - Blonder Tongue Laboratories, Inc., a Delaware
corporation.
1.4 "Code" - The United States Internal Revenue Code of 1986, as from
time to time amended.
1.5 "Eligible Director" - Any person who is a member of the Board and
neither is currently, nor within the past six (6) months was employed by the
Company or any subsidiary of the Company.
1.6 "Fair Market Value" - The per share fair market value of the Stock
of the Company, determined by taking the mean average of the high and low
selling price as reported by the principal national exchange upon which such
shares are traded (or if not traded on a national exchange then the mean average
between the bona fide closing bid and ask prices) (the "Trading Price") on the
date of grant, or if none, by taking a weighted average of the means of the
Trading Price on the nearest trading date before and the nearest trading date
after the date of grant.
1.7 "Option" - An option to purchase Stock of the Company granted
pursuant to the provisions of the Plan. All Options shall be non-statutory stock
options within the meaning of the Code.
1.8 "Optionee" - The person to whom an Option has been granted pursuant
to the provisions of the Plan.
1.9 "Option Price" - The per share exercise price of the Stock with
respect to which an Option has been granted under the Plan.
1.10 "Plan" - The Company's Amended and Restated 1996 Director Option
Plan, the terms of which are set forth herein.
1.11 "Stock" - The common stock of the Company.
2. ESTABLISHMENT AND PURPOSE OF PLAN
2.1 Establishment and Purpose of Plan. The Company hereby establishes
the Plan for the purpose of encouraging equity ownership in the Company by
outside directors of the Company whose continued services are considered
essential to the Company's sustained progress, and thus to provide them with a
further incentive to continue as directors of the Company.
2.2 Effective Date of Plan. The effective date of the Plan was
originally January 1, 1996. The Plan, as amended and restated herein, shall be
effective on December 18, 1997, subject to stockholder approval, with respect to
grants made after such date.
2.3 Expiration of the Plan. The Plan shall terminate at the close of
business on January 2, 2006, or such earlier date as the Board may determine
pursuant to Section 7 of the Plan, and no Option shall be granted after that
date.
3. STOCK SUBJECT TO PLAN
3.1 Limitations. Subject to adjustment pursuant to the provisions of
Section 3.2 hereof, the number of shares of Stock of the Company which may be
issued and sold under the Plan shall not exceed 100,000 shares.
3.2 Adjustments.
a. Anti-Dilution. If the outstanding shares of Stock of the
Company are hereafter changed or converted into or exchanged or exchangeable for
a different number or kind of shares or other securities of the Company or of
another corporation by reason of a reorganization, merger, consolidation,
recapitalization, reclassification, combination of shares, stock dividend, stock
split or reverse stock split, appropriate adjustment shall be made in the number
of shares and kind of stock which may be granted as provided in Section 3.1, and
subject to unexercised Options, to the end that the proportionate interest of
Optionee's shall be maintained as before the occurrence of such event.
b. Non-survival of Company. In the event of a dissolution or
liquidation of the Company or any merger or combination in which the Company is
not a surviving corporation, each outstanding Option granted hereunder shall
terminate, but the Optionee shall have the right, immediately prior to such
liquidation, dissolution, merger or combination, to exercise his Option, in
whole or in part, to the extent that such Option is then otherwise exercisable
and has not previously been exercised; provided, however, that in the event of
any such dissolution, liquidation, merger or combination, the Board may modify
any Options granted hereunder so as to accelerate as a consequence of such
transaction the Optionee's right to exercise any such Option.
c. Change of Control. In the event of any contemplated
transaction which may constitute a change of control of the Company, the Board
may modify any Options granted hereunder so as to accelerate, as a consequence
of such transaction, the Optionee's right to exercise any such Option. A Change
of Control is that change in control of the Company which is of a nature which
would be required to be reported to the Securities and Exchange Commission
pursuant to Schedule 14A of Regulation 14A or any successor provision (whether
or not the Company is then subject to such reporting requirements). A Change of
Control will be deemed to have occurred for purposes of this plan if any person,
other than persons or entities who on the date hereof are the "beneficial
owners" (as determined pursuant to Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934), directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the Company's then
outstanding securities, is or becomes the "beneficial owner" of 25% or more of
the combined voting power of the outstanding securities of the Company or if
during two consecutive year periods, the directors at the beginning of such
periods cease for any reason during the two-year period to constitute a majority
of the Board of Directors of the Company.
3.3 Effect of Exercise or Termination of Option. Shares of Stock with
respect to which an Option granted under the Plan shall have been exercised
shall not again be available for grant under the Plan. If Options granted under
the Plan shall terminate for any reason without being wholly exercised, new
Options may be granted under the Plan covering that number of shares of Stock
with respect to which such termination relates.
2
4. ADMINISTRATION OF THE PLAN
4.1 Administration by the Board. Subject to the provisions of the Plan,
the Plan shall be administered by the Board.
4.2 Powers and Duties. The Board shall have sole discretion and
authority to determine the Eligible Directors to whom Options shall be granted.
Except as otherwise provided in the Plan, the Board shall have sole discretion
and authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the details and provisions of
each Agreement executed pursuant to the Plan, and to make all other
determinations necessary or advisable in the administration of the Plan.
4.3 Quorum and Majority Rule. A majority of the then members of the
Board shall constitute a quorum and any action taken by a majority present at a
meeting at which a quorum is present or any action taken without a meeting
evidenced by a writing executed by all of the members of the Board, as the case
may be, shall constitute the action of the Board.
4.4 Liability of the Board. No member of the Board shall be liable for
any action, determination or interpretation under any provision of the Plan or
otherwise if such action, determination or interpretation was done or made in
good faith by such member of the Board.
5. OPTIONS GRANTED UNDER THE PLAN
5.1 Grant of Options. Options shall be granted only to Eligible
Directors. An Eligible Director may be granted one or more Options; provided,
however, that no Eligible Director shall be granted Options to purchase more
than 5,000 shares of stock in any one calendar year. Each Option granted under
the Plan shall be evidenced by an Agreement dated as of the date such Option is
granted. The Agreement shall contain such terms and conditions as shall be
determined by the Board, consistent with the Plan.
5.2 Vesting. Each Option shall vest and be exercisable at such time or
times as determined by the Board on the date of grant.
5.3 Option Price. The Option Price of the Stock subject to each Option
shall be the Fair Market Value of the Stock on the date the Option is granted.
5.4 Option Exercise Period. The period during which any Option granted
under the Plan may be exercised shall be not more than ten years from the date
of grant, as determined by the Board, which period shall be set forth in the
Agreement.
5.5 Option Exercise. An Option granted pursuant to the Plan may be
exercised at any time or times, specified in the Agreement, prior to the
termination of the said Option by delivery by the Optionee of written notice to
the Company specifying the number of shares of Stock to be purchased accompanied
by full payment for such shares of Stock. The right of exercise shall be
cumulative. Full payment shall be in cash, or at the discretion of the Board,
a. the option price of any Option may be paid in shares of
Stock of the Company; or
b. the option price may be paid by withholding that number of
shares subject to the Option whose aggregate fair market value at the date of
exercise equals the Option Price. In addition, sufficient shares subject to the
Option (valued at the fair market value thereof at such date) may also be
withheld to pay any Federal, state or local tax due on account of the exercise
of the Option.
5.6 Termination of Option.
a. Termination of Service on the Board. Except as specifically
provided in Section 3.2(b) and Sections 5.6(b) and 5.6(c) hereof, the Options
granted hereunder shall terminate as of the close of
3
business on the earliest to occur of the date of (i) expiration of the Option
Exercise Period provided in Section 5.4 hereof, (ii) an event of default or
breach by an Optionee of the terms and conditions of such Optionee's Agreement,
or (iii) termination of an Optionee's service on the Board for cause. If an
Optionee's service on the Board is terminated other than for cause, death (as
provided in subsection (b) below), or retirement or disability (both as provided
in subsection (c) below), the Optionee must exercise his Option, if at all and
only to the extent the option is exercisable at termination, within thirty six
months after the date of such termination, in accordance with the terms of the
Plan and the Agreement.
b. Death of Optionee. If an Optionee dies prior to the
exercise of his Option in full, his Option may be exercised by the Optionee's
executors, administrators or heirs within one year after the date of the
Optionee's death, provided such death occurred during the Optionee's service on
the Board, or within three months following the termination of such service by
reason of the Optionee's retirement after reaching the age of 65 years or the
Optionee's retirement after becoming permanently disabled. Such Option may be so
exercised by the Optionee's executors, administrators or heirs only with respect
to that number of shares of Stock which the Optionee had an Option to purchase
and which Option was exercisable (but had not theretofore been exercised) as of
the date of the earlier of the (i) retirement of the Optionee after reaching the
age of 65 years or after becoming permanently disabled, or (ii) death of the
Optionee. In no event may the Option be exercised at any time after the
expiration of the Option Exercise Period set forth in Section 5.4 hereof.
c. Retirement or Disability. If an Optionee's service on the
Board is terminated prior to the exercise of his Option in full, by reason of
the Optionee's retirement after reaching the age of 65 years or by reason of the
Optionee's retirement after becoming permanently disabled, the Optionee shall
have the right, during the period ending thirty-six months after the date of his
termination of service on the Board, to exercise his Option. Such Option may be
exercised by the Optionee only with respect to that number of shares of Stock
which the Optionee had an Option to purchase and which Option was exercisable
(but had not theretofore been exercised) as of the date of the earlier of (i)
the retirement of the Optionee after reaching the age of 65 years, or (ii) the
date the Optionee becomes permanently disabled. In no event may the Option be
exercised at any time after the expiration of the Option Exercise Period set
forth in Section 5.4 hereof.
5.7 Nontransferability of Options. No Option granted pursuant to the
Plan may be transferred by an Optionee. Subject to the provisions of Section
5.6(b) hereof, the Option shall be exercisable only by an Optionee during his
lifetime.
5.8 Rights as Stockholder. An Optionee shall have no rights as a
stockholder of the Company with respect to any shares of Stock subject to an
Option prior to his purchase of such shares of Stock by exercise of such Option
as provided in the Plan.
5.9 Right as a Director. Neither the Plan, nor the granting of an
Option hereunder, nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or undertaking, express or implied,
that the Company will retain any director for any period of time, or at any
particular rate of compensation, or with any other benefits whatsoever.
6. DELIVERY OF STOCK CERTIFICATES
6.1 The Company shall not be required to issue or deliver any
certificate for shares of Stock purchased upon the exercise of all or any
portion of any Option granted under the Plan prior to the fulfillment of any of
the following conditions which may, from time to time, be applicable to the
issuance of the Stock:
a. Listing of Shares. The admission of such shares of Stock to
listing on (i) all stock exchanges on which the Stock of the Company is then
listed or (ii) the NASDAQ.
b. Registration and/or Qualification of Shares. The completion
of any registration or other qualification of such shares of Stock under any
federal or state securities laws or under the regulations promulgated by the
Securities and Exchange Commission or any other federal or state governmental
regulatory body, which the Board shall deem necessary or advisable. The Company
shall in no event be obligated to
4
register any securities pursuant to the Securities Act of 1933, as amended, or
to take any other action in order to cause the issuance and delivery of such
certificates to comply with any such law, regulations or requirement.
c. Approval or Clearance. The obtaining of any approval or
clearance from any federal or state governmental agency which the Board shall
determine to be necessary or advisable.
d. Reasonable Lapse of Time. The lapse of such reasonable
period of time following the exercise of the Option as the Board may establish
from time to time for reasons of administrative convenience.
7. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
7.1 The Board may terminate the Plan at any time or amend or modify the
Plan at any time or from time to time, provided, however, that no such action of
the Board shall do any of the following:
a. Increase Number of Shares. Except as contemplated in
Section 3.2 of the Plan, increase the total number of shares of Stock subject to
the Plan without the approval of stockholders.
b. Change Terms of Outstanding Options. Modify the
requirements for eligibility for participation, or change the Option Price or
otherwise alter or impair any Option previously granted to an Optionee under the
Plan without the consent of the Optionee.
c. Increase Benefits. Materially increase the benefits
accruing to Eligible Directors with respect to Options granted under the Plan
without the approval of stockholders.
d. Continue Plan. Continue the Plan in effect beyond January
2, 2006, without the approval of stockholders.
8. MISCELLANEOUS
8.1 Plan Binding on the Successors. The Plan shall be binding upon the
successors and assigns of the Company.
8.2 Withholding Taxes. Whenever Federal, state and local tax is due on
the exercise of Options granted under this Plan, the Company may require the
Optionee to remit an amount sufficient to satisfy Federal, state and local
withholding taxes prior to the delivery of any certificate for such shares.
5