Exhibit 10.22
MICRON HOLDINGS, INC.
2004 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to aid the Company and its Affiliates in
recruiting and retaining key employees, directors and consultants of outstanding
ability and to motivate such employees, directors and consultants to exert their
best efforts on behalf of the Company and its Affiliates by providing incentives
through the granting of Options. The Company expects that it will benefit from
the added interest which such key employees, directors or consultants will have
in the welfare of the Company as a result of their proprietary interest in the
Company's success.
2. DEFINITIONS
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) Act: The Securities Exchange Act of 1934, as amended, or any
successor thereto.
(b) Affiliate: (i) With respect to the Company, any Person
directly or indirectly controlling, controlled by or under
common control with the Company or any other Person designated
by the Board in which the Company or its Affiliate has an
interest, (ii) with respect to any Person other than the
Company, any other Person directly or indirectly controlling,
controlled by or under common control with such Person.
(c) Beneficial Owner: A "beneficial owner," as such term is
defined in Rule 13d-3 under the Act (or any successor rule
thereto).
(d) Board: The Board of Directors of the Company.
(e) Code: The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(f) Committee: The Board or such committee of the Board as may be
designated from time to time to administer the Plan.
(g) Company: Micron Holdings, Inc., a Delaware corporation, and
any successor thereto by merger, consolidation or otherwise.
(h) Effective Date: The date on which the "Effective Time" (as
defined in the Merger Agreement) occurs.
(i) Employment: The term "Employment" as used herein shall be
deemed to refer to (i) a Participant's employment if the
Participant is an employee of the Company or any of its
Affiliates, (ii) a Participant's services as a consultant, if
the Participant is a consultant to the Company or its
Affiliates and (iii) a Participant's services as an
non-employee director, if the Participant is a non-employee
member of the Board.
(j) Fair Market Value: On a given date, (i) if there should be a
public market for the Shares on such date, the arithmetic mean
of the high and low prices of the Shares as reported on such
date on the composite tape of the principal national
securities exchange on which such Shares are listed or
admitted to trading, or, if the Shares are not listed or
admitted on any national securities exchange, the arithmetic
mean of the per-Share closing bid price and per-Share closing
asked price on such date as quoted on the National Association
of Securities Dealers Automated Quotation System (or such
market in which such prices are regularly quoted) (the
"Nasdaq"), or, if no sale of Shares shall have been reported
on the composite tape of any national securities exchange or
quoted on the Nasdaq on such date, the arithmetic mean of the
per-Share closing bid price and per-Share closing asked price
on the immediately preceding date on which sales of the Shares
have been so reported or quoted, and (ii) if there is not a
public market for the Shares on such date, the value
established by the Committee in good faith.
(k) Initial Investors: The initial parties to the Stockholders'
Agreement.
(l) Merger Agreement: The Agreement and Plan of Merger, dated as
of May 1, 2004, to which Titan Holdings, Inc., a Delaware
corporation, the Company and Micron Merger Corporation, a
Delaware corporation, are parties.
(m) Option: A stock option granted pursuant to Section 6 of the
Plan.
(n) Option Price: The purchase price per Share of an Option, as
determined pursuant to Section 6(a) of the Plan.
(o) Participant: An employee, director or consultant who is
selected by the Committee to participate in the Plan.
(p) Person: A "person," as such term is used for purposes of
Section 13(d) or 14(d) of the Act (or any successor section
thereto).
(q) Plan: The Micron Holdings, Inc. 2004 Stock Option Plan.
(r) Shares: Shares of common stock, par value $.01 per share, of
the Company and any other securities into which such shares of
common stock are changed or for which such shares of common
stock are exchanged.
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(s) Stockholders' Agreement: The Stockholders Agreement dated as
of June 21, 2004 (as amended and restated from time to time)
by and among the Company, the Initial Investors and such other
Persons who become parties thereto.
(t) Transaction: The occurrence of any of the following events
after the Effective Date: (i) the sale or disposition, in one
or a series of related transactions, of all or substantially
all of the assets of the Company to any Person, other than any
of the Initial Investors or their Affiliates, or (ii) any
Person, other than (x) any of the Initial Investors or the
Affiliates of any of the Initial Investors and (y) any
employee benefit plan (or trust forming a part thereof) of the
Company or any of its subsidiaries, is or becomes the
Beneficial Owner, directly or indirectly, of more than 50% of
the total voting power of the voting stock of the Company (or
any entity that controls the Company), including by way of
merger, consolidation or otherwise, and, in connection with
such event, the representatives of the Initial Investors cease
to comprise a majority of the Board.
3. SHARES SUBJECT TO THE PLAN
The total number of Shares which may be issued under the Plan is
1,430,000. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Shares upon the exercise of an Option or in
consideration of the cancellation or termination of an Option shall reduce the
total number of Shares available under the Plan, as applicable. Shares which are
subject to Options which (i) terminate or lapse without the payment of
consideration or (ii) are settled in cash may, to the extent of such
termination, lapse or settlement, again be the subject of Options granted under
the Plan. In addition, if an Option is exercised in whole or in part by
tendering Shares, actually or by attestation, the tendered Shares may again be
the subject of Options under the Plan.
4. ADMINISTRATION
The Plan shall be administered by the Committee. Options may, in the
discretion of the Committee, be granted under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by the Company or its
Affiliates or a company acquired by the Company or with which the Company
combines. The number of Shares underlying such substitute awards shall be
counted against the aggregate number of Shares available for Options under the
Plan. The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, without limitation, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Option consistent
with the provisions of the Plan and to waive any such terms and conditions at
any time (including,
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without limitation, accelerating or waiving any vesting conditions). The
Committee shall require Participants to make arrangements which are satisfactory
to it to pay any amounts it may determine are required to be withheld for
federal, state, local or other taxes in connection with an Option.
5. LIMITATIONS
No Option may be granted under the Plan after the tenth anniversary
of the Effective Date, but Options theretofore granted may extend beyond that
date.
6. TERMS AND CONDITIONS OF OPTIONS
Options granted under the Plan shall be non-qualified stock options
and shall be subject to the foregoing and the following terms and conditions and
to such other terms and conditions, not inconsistent therewith, as the Committee
shall determine:
(a) Option Price. The Option Price per Share shall be determined
by the Committee.
(b) Exercisability. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as
may be determined by the Committee, but in no event shall an
Option be exercisable more than ten years after the date it is
granted.
(c) Exercise of Options. Except as otherwise provided in the Plan
or in an Option agreement, an Option may be exercised for all,
or from time to time any part, of the Shares for which it is
then exercisable. For purposes of this Section 6 of the Plan,
the exercise date of an Option shall be the later of the date
a notice of exercise is received by the Company and, if
applicable, the date payment is received by the Company
pursuant to the following sentence. The Option Price for the
Shares as to which an Option is exercised shall be paid to the
Company in full at the time of exercise at the election of the
Participant in cash or by check or wire transfer, or by such
other means as are permitted by the Committee. No Participant
shall have any rights to dividends or other rights of a
stockholder with respect to Shares subject to an Option until
the Participant has given written notice of exercise of the
Option, has paid in full for such Shares and, if applicable,
has satisfied any other conditions imposed by the Committee or
pursuant to the Plan or the applicable Option agreement.
(d) Unless the Committee determines otherwise, exercise of an
Option shall be conditioned upon the execution by the
Participant of a form of stockholders' agreement prepared by
the Company.
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7. ADJUSTMENTS UPON CERTAIN EVENTS
Notwithstanding any other provisions in the Plan to the contrary,
the following provisions shall apply to all Options granted under the Plan:
(a) Generally. In the event of any increase, decrease or other
change in the outstanding Shares after the Effective Date by
reason of any Share dividend or split, reverse split,
reorganization, reclassification, recapitalization,
repurchase, issuance of warrants, rights or debentures,
merger, consolidation, spin-off, split-up, combination or
exchange of Shares or other corporate exchange, or any
distribution to shareholders of Shares (other than regular
cash dividends) or any transaction similar to the foregoing,
the Committee in its sole discretion and without liability to
any person may make such substitution or adjustment, if any,
as it deems to be equitable, as to the number or kind of
Shares or other securities issued or reserved for issuance
pursuant to the Plan or pursuant to outstanding Options, the
Option Price of outstanding Options, and any other affected
terms of the outstanding Options.
(b) Transaction. In the event of a Transaction, (i) the Committee
may provide in the applicable Option agreement or otherwise
that any outstanding Options then held by Participants which
are unexercisable or otherwise unvested shall automatically be
deemed exercisable or otherwise vested upon the consummation
of such Transaction and (ii) the Committee may, but shall not
be obligated to, (A) cancel all Options and make payment in
connection with such cancellation equal to the excess, if any,
of the Fair Market Value of the Shares subject to such Options
over the aggregate exercise price of such Options or (B)
provide for the issuance of substitute options or other awards
that will preserve, as nearly as practicable, the economic
terms of Options previously granted hereunder, in each case as
determined by the Committee in its sole discretion.
8. NO RIGHT TO EMPLOYMENT OR OPTIONS
The granting of an Option under the Plan shall impose no obligation
on the Company or any subsidiary of the Company to continue the Employment of a
Participant and shall not lessen or affect the Company's or such subsidiary's
right to terminate the Employment of such Participant. No Participant or other
Person shall have any claim to be granted any Option, and there is no obligation
for uniformity of treatment of Participants, or holders or beneficiaries of
Options. The terms and conditions of Options and the Committee's determinations
and interpretations with respect thereto need not be the same with respect to
each Participant (whether or not such Participants are similarly situated).
9. SUCCESSORS AND ASSIGNS
The rights and obligations under the Plan shall be binding on and
inure to all predecessors, successors and assigns of the Company and any
Participant, including, without
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limitation, the estate of such Participant and the executor, administrator or
trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant's creditors.
10. NONTRANSFERABILITY OF OPTIONS
Unless otherwise determined by the Committee, an Option shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. An Option exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.
11. AMENDMENTS OR TERMINATION
The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made (a) without the approval
of the shareholders of the Company, if such action would (except as is provided
in Section 7 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or (b) without the consent of a Participant, if such action
would diminish any of the rights of such Participant under any Option
theretofore granted to such Participant under the Plan; provided, however, that
the Committee may amend the Plan in such manner as it deems necessary to permit
the granting of Options meeting the requirements of the Code or other applicable
laws.
12. INTERNATIONAL PARTICIPANTS
With respect to Participants who reside or work inside or outside
the United States of America, the Committee may, in its sole discretion, amend
the terms of the Plan or Options with respect to such Participants in order to
conform such terms with the requirements of local law.
13. CHOICE OF LAW
The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to conflicts of laws.
14. EFFECTIVENESS OF THE PLAN
The Plan shall be effective as of the Effective Date.
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