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Exhibit 10.1.2
GIANT GROUP, LTD.
1985 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED
1. Purpose and Effect.
(a) The purpose of this plan (the "Plan") is to induce officers,
directors and other senior executives and management and supervisory personnel
of and consultants to GIANT GROUP, LTD., a Delaware corporation ("GIANT") and
its subsidiaries (GIANT and its subsidiaries being hereinafter collectively
referred to as the "Company"), who are in a position to make material
contributions to the Company's success, to remain in the service of the Company,
to offer them incentives and rewards in recognition of their share in the
Company's progress, and to encourage them to continue to promote the best
interests of the Company through the grant of them of options (the "Options")
for the purchase of the "Common Stock, $.01 par value, of GIANT (the "Common
Stock"). The Plan is also intended to aid the Company in competing with other
enterprises for the services of new senior executives needed to help insure
continued development. For purposes of this Plan, the term "subsidiaries"
shall include all corporations at least 50% of the voting stock of which is
owned directly or indirectly by GIANT.
(b) In the event that this Plan is not approved by the stockholders of
GIANT, this Plan and all Options granted and to be granted hereunder shall be
null and void, and the Company shall have no obligation of any nature
whatsoever to any employee, director or other person arising out of either this
Plan or any Options granted or to be granted hereunder.
2. Administration.
(a) The Plan shall be administered by the Board of Directors of GIANT
(the "Board"), provided, however, that the Board may, in the exercise of its
discretion, designate from among its members a Compensation Committee (the
"Committee"), and may delegate to the Committee full power and authority,
subject to such orders or resolutions not inconsistent with the provisions of
the Plan as may from time to time be issued or adopted by the Board, to
interpret the provisions and supervise the administration of the Plan.
(b) Each Option shall be evidenced by an Option Certificate which shall
contain such terms and conditions (consistent with the terms and conditions of
this Plan) as may be approved by the Board or the Committee, as the case may be,
and shall be signed by an officer of GIANT and the optionee (the "Optionee").
(c) Subject to any applicable provisions of GIANT's By-Laws, all
decisions made by the Board or the Committee pursuant to the provisions of the
Plan and related orders or
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resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, stockholders, employees and Optionees.
3. Shares Subject to the Plan.
(a) The shares of GIANT Common Stock to be delivered upon exercise
of Options granted under the Plan shall be made available, at the discretion of
the Board, either from the authorized but unissued shares of the GIANT Common
Stock or from the shares of Common Stock reacquired by GIANT and held in
treasury.
(b) Subject to adjustments made pursuant to the provisions of
Paragraph (c) of this Section 3, the aggregate number of shares to be delivered
upon exercise of all Options which may be granted under this Plan shall be
2,000,000(1) shares. If an Option granted under the Plan shall expire or
terminate for any reason during the term of the Plan, the shares subject to but
not delivered under such Option shall be available for the grant of other
Options.
(c) In the event of a merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, or other change in corporate
structure affecting the Common Stock, appropriate adjustments shall be made in
the aggregate number of shares subject to the Plan and in the number and
exercise price of shares subject to unexercised Options previously granted
under the plan.
4. Eligibility and Participation.
The persons eligible to receive Options shall consist of officers,
directors and other senior executives and management and supervisory personnel
of and consultants to the Company. Subject to the limitations of the Plan, the
Board or the Committee, as the case may be, shall select the persons to be
granted Options, determine the number and exercise price of the shares subject
to each Option, and determine the time when each Option shall be granted. More
than one Option may be granted to the same person.
5. Term of Plan and Option Period.
The term during which Options may be granted under this Plan shall
commence on August 28, 1995 and expire on August 27, 1995; provided, however,
that if the Plan is not approved by stockholders of GIANT by August 27, 1986
all Options granted hereunder shall be and become null and void. Subject to
the provisions of the Plan with respect to death, retirement and termination of
employment, the maximum period during which each Option
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(1) Increased from 600,000 to 1,000,000 shares on May 8, 1987.
Increased from 1,000,000 to 2,000,000 shares on May 16, 1988.
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may be exercised shall be fixed by the Board or the Committee, as the case may
be, at the time such Option is granted but shall in no event exceed ten (10)
years.
6. Exercise Price.
(a) The price at which shares of Common Stock may be purchased upon
exercise of a particular Option shall be not less than eighty-five percent
(85%) of the fair market value of such shares on the date such Option is
granted, as determined by the Board or the Committee, as the case may be.
(b) For purposes of determining the fair market value of a share of
Common Stock on the date of grant, if the Common Stock (i) is then listed on
any national securities exchange, the fair market value shall be the closing
price per share of the Common Stock on such exchange at the close of the
trading session on the date of grant, (ii) is then listed on NASDAQ (but not on
any national securities exchange), the fair market value shall be the closing
price per share of the Common Stock on NASDAQ on the date of grant or (iii) is
then traded on the over-the-counter market (but not on a national securities
exchange or NASDAQ), the fair market value shall be the average of the closing
bid and asked prices of the Common Stock as reported by the National Quotation
Bureau, Inc. or other entity then publishing bid and asked prices for the
Common Stock for the date of grant, or, if unavailable, then the last trading
date on which bid and asked quotations were published immediately preceeding
the date of grant.
7. Exercise of Options.
(a) Each Option granted under this Plan may be exercised at any
time or from time to time, as determined at the time of grant and, except in
case of death, retirement or termination of employment or service as
hereinafter provided, only during the continuance of the Optionee's employment
or service with the Company. Subject to the foregoing limitations and the
terms and conditions of the Option Certificate, each Option shall be
exercisable with respect to such number of shares as shall be fixed by the
Board or the Committee, as the case may be; provided, however, that if the
Board or the Committee grants an Option or Options exercisable in more than one
installment, and if the employment or service of an Optionee holding such
Option is terminated, the Option shall be exercisable as to such number of
shares as to which the Optionee had the right to exercise on the date of
termination of employment or service.
(b) No shares of COmmon Stock shall be delivered pursuant to the
exercise of any Option, in whole or in part, until qualified for delivery under
such laws and regulations as may be deemed by the Board or the Committee, as
the case may be, to be applicable thereto and until payment in full of the
exercise price therefor is received by the Company.
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(c) When exercising Options in whole or in part, Optionees may pay
the exercise price in cash, in shares of GIANT Common Stock or by means of any
other consideration acceptable to the Board or the Committee. For purposes of
valuing any shares of GIANT Common Stock used to exercise any Option in whole
or in part, such shares shall be valued as provided in Section 6(b). Shares of
GIANT Common Stock used to exercise any Option granted hereunder shall be free
and clear of all liens, pledges, claims, encumbrances and restrictions of any
kind or nature whatsoever, other than restrictions imposed upon such shares
pursuant to the provisions of the Securities Act of 1933, as amended.
(d) No Optionee, or legal representative, legatee, or distributee
of an Optionee, shall be deemed to be a holder of any shares subject to any
Option granted hereunder unless and until the stock certificate or certificates
therefor have been issued and delivered.
8. Non-Transferability of Options.
An Option granted under the Plan may not be transferred except by will
or the laws of descent and distribution and, during the lifetime of the person
to whom granted, may be exercised only by such person.
9. Death, Retirement and Termination of Employment.
Any Option, the period of which has not theretofore expired, shall
terminate at the time of death of the person to whom granted or of the
retirement or termination for any reason of such person's employment or service
with the Company, and no shares of Common Stock may thereafter be delivered
pursuant to such Option, except that:
(a) upon involuntary termination of employment or services
(other than by death, disability or for cause), at the discretion of
the Board or the Committee, as the case may be, an Optionee may,
within twelve (12)(2) months after the date of such retirement or
termination, purchase all or part of the shares with respect to which
such Optionee is entitled to exercise such Option in accordance with
the provisions of Section 7 hereof, but in no event after the
expiration of the term of the Option ("cause" for purposes of this
Plan shall mean (i) willful disregard of duties, (ii) habitual absence
from employment or service, (iii) drunkenness, or (iv) dishonesty);
(b) upon retirement, an Optionee may within two (2) months
after the date of such retirement, purchase all or part of the shares
with respect to which such Optionee is entitled to exercise such
Option in accordance with the
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(2) Increased from two months on November 23, 1994.
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provisions of Section 7 hereof, but in no event after the expiration
of the term of the Option;
(c) upon the "disability" of any Optionee, the Optionee
may within six (6) months after the date of such termination of
employment, but in no event after the expiration of the term of the
Option, exercise such Option in accordance with the provisions of
Section 7 hereof (for purposes of the Plan the term "disability"
shall mean a physical or mental disability as defined in Section 105
of the Code); and
(d) upon the death of any Optionee while in active employ-
ment or service, the person or persons to whom such Optionee's rights
under the Option are transferred by will or the laws of descent and
distribution may, within eighteen (18)(3) months after the date of
such Optionee's death, but in no event after the expiration of the
term of the Option, purchase all or any part of the shares with
respect to which the Option was exercisable on the date of termination
of employment or service in accordance with the provisions of Section 7
hereof.
10. Amendments and Discontinuance.
The Board may amend, suspend, or discontinue the Plan, but may not,
without the prior approval of GIANT's stockholders, make any amendments which
would (i) make any material change in the class of eligible persons as defined
in the Plan, (ii) increase the total number of shares for which Options may be
granted under the Plan, (iii) extend the term of the Plan or the maximum option
period, (iv) decrease the minimum option price, or (v) permit adjustments in
the number and option price of shares granted under the Plan except as
permitted by the provisions of Paragraph (c) of Section 3 above.
Adopted August 28, 1985 by Board of Directors
Amended February 19, 1986, July 24, 1993 and November 23, 1994 by Board of
Directors
Approved April 28, 1986 by Shareholders
Amended May 8, 1987 and May 16, 1988 by Shareholders
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(3) Increased from six months on July 24, 1993.