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EXHIBIT 4.11
CANNONDALE CORPORATION
2000 STOCK OPTION PLAN
1. Purpose. The purpose of the Cannondale Corporation 2000 Stock Option
Plan (the "Plan") is to enable Cannondale Corporation (the "Company") and its
stockholders to secure the benefits of common stock ownership by employees and
officers of the Company and its subsidiaries and by consultants and advisors to
the Company and its subsidiaries. The Board of Directors of the Company (the
"Board") believes that the granting of options under the Plan will foster the
Company's ability to attract, retain and motivate those individuals who will be
largely responsible for the continued profitability and long-term future growth
of the Company.
2. Stock Subject to the Plan. The Company may issue and sell a total of
1,000,000 shares of its common stock, $0.01 par value per share (the "Common
Stock"), pursuant to the Plan. Such shares may be either authorized and unissued
or held by the Company in its treasury. New options may be granted under the
Plan with respect to shares of Common Stock which are covered by the unexercised
portion of an option which has terminated or expired by its terms, by
cancellation or otherwise.
3. Administration. The Plan will be administered by a committee (the
"Committee") consisting of at least two Non-Employee Directors within the
meaning of Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of
1934, as amended (the "Act"), appointed by and serving at the pleasure of the
Board. Subject to the provisions of the Plan, the Committee, acting in its sole
and absolute discretion, will have full power and authority to grant options
under the Plan, to interpret the provisions of the Plan and option award
agreements made under the Plan, to supervise the administration of the Plan and
to take such other action as may be necessary or desirable in order to carry out
the provisions of the Plan. A majority of the members of the Committee will
constitute a quorum. The Committee may act by the vote of a majority of its
members present at a meeting at which there is a quorum or by unanimous written
consent. The decision of the Committee as to any disputed question, including
questions of construction, interpretation and administration, will be final and
conclusive on all persons. The Committee will keep a record of its proceedings
and acts and will keep or cause to be kept such books and records as may be
necessary in connection with the proper administration of the Plan. No member of
the Committee shall be liable for any action taken or decision made in good
faith relating to the Plan or any award thereunder.
4. Eligibility. Options may be granted under the Plan to individuals
who at present or in the future serve as employees or officers of the Company or
a subsidiary of the Company (a "Subsidiary") within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended, or who at the time of
grant are engaged as consultants or advisors to the Company or a Subsidiary,
but, in either case, who do not serve as both officers and directors of the
Company. Subject to the provisions of the Plan, the Committee may from time to
time select the persons to whom options will be granted under the Plan, and will
fix the number of shares covered by each such option and establish the terms and
conditions thereof (including, without limitation,
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exercise price and restrictions on exercisability of the option or on the shares
of Common Stock issued upon exercise thereof). Notwithstanding the preceding
sentence, in any calendar year, persons who are either officers or directors of
the Company may not be granted options covering 50% or more of the aggregate
number of shares of Common Stock subject to all options granted under the Plan
during such year. For purposes of this Plan, "officers" shall have the same
meaning as defined by the Securities and Exchange Commission in Rule 16a-1(f)
under the Act, or any successor rule.
5. Terms and Conditions of Options. Each option granted under the Plan
will be evidenced by a written award agreement in substantially the form
attached hereto as Exhibit I, or such other form approved by the Committee from
time to time. Each such option will be subject to the terms and conditions set
forth in this paragraph and such additional terms and conditions not
inconsistent with the Plan as the Committee deems appropriate as reflected in
the written award agreement.
(a) Option Exercise Price. The exercise price per share may not be less
than 100% of the Fair Market Value of a share of the Common Stock on the date of
grant of the option. "Fair Market Value" shall mean the closing price of a share
of the Common Stock on the Nasdaq National Market, or, if the Company elects to
list or admit the Common Stock on another exchange or service instead of the
Nasdaq National Market, on such other exchange or service, on the date
immediately preceding the date of grant of the option, or if no shares were
traded on such determination date, the next preceding date on which the Common
Stock was traded, or the Fair Market Value as determined by any other method
adopted by the Committee from time to time, which the Committee may deem
appropriate under the circumstances, or as may be required in order to comply
with the requirements of applicable laws and regulations.
(b) Exercise of Options. No option will become exercisable unless the
person to whom the option was granted remains in the continuous employ or
service as an officer of the Company or an affiliate (as defined below) for at
least one year (or for such other period as the Committee may designate) from
the date the option is granted; provided, however, that in the case of an option
granted to a consultant or advisor to the Company or a Subsidiary, there shall
be no requirement for such person's continued provision of services to the
Company or an affiliate unless such requirement is imposed by the Committee at
the time the option is granted. For purposes of this Plan, "affiliate" means
either a Subsidiary or any entity in an unbroken chain of entities ending with
the Company if each of the entities other than the Company owns an equity
interest holding 25% of the total combined voting power of all equity holders in
one of the other entities in such chain. Subject to earlier termination of the
option as provided herein, unless the Committee determines otherwise, the option
will become exercisable in accordance with the following schedule based upon the
number of full years of the optionee's continuous employment with the Company or
an affiliate following the date of grant:
Full Years of Continuous Incremental Percentage Cumulative Percentage of
Employment of Option Exercisable Option Exercisable
- ------------------------ ---------------------- ------------------------
Less than 1 0% 0%
1 33 1/3% 33 1/3%
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2 33 1/3% 66 2/3%
3 or more 33 1/3% 100%
provided, however, that in the event the exercise period of an option is three
years or less, the foregoing schedule shall be deemed to be modified to provide
that any remaining portion of the option shares which have not yet become
exercisable shall become exercisable on the date which is one year prior to the
date of expiration of the option; and provided, further, that an option granted
to a consultant or advisor to the Company or an affiliate shall be immediately
exercisable in full unless the Committee determines otherwise at the time of the
option grant.
All or any part of the exercisable portion of an option may be
exercised at any time during the option period, except that, without the written
consent of the Committee, no partial exercise of an option may be for less than
50 shares. An option may be exercised by transmitting to the Company (i) a
written notice specifying the number of shares to be purchased and (ii) payment
of the exercise price, together with the amount, if any, deemed necessary by the
Committee to enable the Company to satisfy its income tax withholding
obligations with respect to such exercise (unless other arrangements acceptable
to the Company are made with respect to the satisfaction of such withholding
obligations).
(c) Payment of Exercise Price. The purchase price of shares of Common
Stock acquired pursuant to the exercise of an option granted under the Plan may
be paid in cash and/or such other form of payment as may be permitted under the
option award agreement, including, without limitation, previously-owned shares
of Common Stock owned for at least six months prior to the date of option
exercise.
(d) Rights as a Stockholder. No shares of Common Stock will be issued
in respect of the exercise of an option granted under the Plan until full
payment therefor has been made (and/or provided for where all or a portion of
the purchase price is being paid in installments). The holder of an option will
have no rights as a stockholder with respect to any shares covered by an option
until the date a stock certificate for such shares is issued to him or her.
Except as otherwise provided herein, no adjustments shall be made for dividends
or distributions or other rights for which the record date is prior to the date
such stock certificate is issued.
(e) Nontransferability of Options. No option granted under the Plan may
be assigned or transferred except by will or by the applicable laws of descent
and distribution and each such option may be exercised during the optionee's
lifetime only by the optionee.
(f) Termination of Employment or Other Service. If an optionee ceases
to be an employee or to perform services as an officer for the Company and any
affiliate for any reason other than death or disability (as defined below), then
each outstanding option granted to him or her under the Plan will terminate on
the date three months after the date of such termination of employment (or, if
earlier, the date specified in the option agreement). If an optionee's
employment is terminated by reason of the optionee's death or disability (or if
the optionee's employment is terminated by reason of his or her disability and
the optionee dies within one year after such termination of employment), then
each outstanding option granted to the optionee under the Plan will terminate on
the date one year after the date of such termination
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of employment (or one year after the later death of a disabled optionee) or, if
earlier, the date specified in the option agreement. For purposes hereof, the
term "disability" means the inability of an optionee to perform the customary
duties of his or her employment for the Company or an affiliate by reason of a
physical or mental incapacity which is expected to result in death or be of
indefinite duration (but in any event no less than twelve months).
Notwithstanding the foregoing, if and to the extent that the option is
exercisable at the time of termination of services, an option granted to a
consultant or advisor to the Company or an affiliate shall not terminate because
such person ceases to provide services to the Company or an affiliate, unless
the Committee provides otherwise at the time the option is granted.
(g) Other Provisions. The Committee may impose such other conditions
with respect to the exercise of options, including, without limitation, any
conditions relating to the application of federal or state securities laws, as
it may deem necessary or advisable.
6. Capital Changes, Reorganization, Sale.
(a) Adjustments upon Changes in Capitalization. The aggregate number
and class of shares for which options may be granted under the Plan, the number
and class of shares covered by each outstanding option and the exercise price
per share shall all be adjusted proportionately for any increase or decrease in
the number of issued shares of Common Stock resulting from a split-up or
consolidation of shares or any like capital adjustment, or the payment of any
stock dividend.
(b) Change of Control. (i) Except as provided in subparagraph (c)
below, upon a Change of Control (as defined below), any option granted hereunder
shall immediately become vested, and the optionee shall have the right to
exercise his or her option in whole or in part, so long as such option remains
outstanding, whether or not any other vesting requirements set forth in the
option agreement or herein have been satisfied.
(ii) For the purpose of this Plan, a "Change of Control" shall
mean:
A. The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Act) of 20% or more of either (i) the then outstanding shares of Common Stock
(the "Outstanding Company Common Stock") or (ii) the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subparagraph A, the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subparagraph C of this Section 6(b)(ii); or
B. Individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose
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election, or nomination for election by the Company's stockholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
C. Approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business Combination"), in
each case, unless, following such Business Combination, (i) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination would
beneficially own, directly or indirectly, more than 60% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; (ii) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination; and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
D. Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
(iii) Conversion of Options on Stock for Stock Exchange. If
the stockholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their shares of Common Stock in any
transaction involving a merger (other than a merger of the Company in which the
holders of Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, separation
or reorganization (other than a mere reincorporation or the creation of a
holding company), all options granted hereunder shall be converted into options
to purchase shares of Exchange Stock unless the Company and the corporation
issuing the Exchange Stock, in their sole discretion, determine that any or all
such options granted hereunder shall not be converted into options to purchase
shares of Exchange Stock but instead shall vest in accordance with the
provisions of subparagraph (b) above. The amount and price of converted options
shall be determined by
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adjusting the amount and price of the options granted hereunder in the same
proportion as used for determining the number of shares of Exchange Stock the
holders of the Common Stock receive in such merger, consolidation, acquisition
of property or stock, separation or reorganization. Unless the Board determines
otherwise, the converted options shall be fully vested whether or not the
vesting requirements set forth in the option agreement or herein have been
satisfied.
(c) Fractional Shares. In the event of any adjustment in the number of
shares covered by any option pursuant to the provisions hereof, any fractional
shares resulting from such adjustment will be disregarded, and each such option
will cover only the number of full shares resulting from the adjustment.
(d) Determination of Board to be Final. All adjustments under this
paragraph 6 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.
7. Amendment and Termination of the Plan. The Board may amend or
terminate the Plan. No amendment or termination may affect adversely any
outstanding option without the written consent of the optionee.
8. No Rights Conferred. Nothing contained herein will be deemed to give
any individual any right to receive an option under the Plan or to be retained
in the employ of the Company or any affiliate or interfere in any way with the
right of the Company to terminate the employment of the optionee.
9. GOVERNING LAW. THE PLAN AND EACH OPTION AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS CONFLICT OF
LAWS RULES OR PRINCIPLES.
10. Effective Date; Term of the Plan. The Plan shall be effective as of
December 11, 2000. The Plan will terminate on December 11, 2010, unless sooner
terminated by the Board. The rights of optionees under options outstanding at
the time of the termination of the Plan shall not be affected solely by reason
of the termination and shall continue in accordance with the terms of the option
(as then in effect or thereafter amended).
11. Interpretation. The Plan is intended to enable transactions under
the Plan with respect to directors and officers to satisfy the conditions of
Rule 16b-3 or its successors; to the extent that any provision of the Plan would
cause a conflict with such conditions or would cause the administration of the
Plan as provided in Section 3 to fail to satisfy the conditions of Rule 16b-3,
such provision shall be deemed null and void to the extent permitted by
applicable law. This Section shall not be applicable if no class of the
Company's equity securities is then registered pursuant to Section 12 of the
Act.
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