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Exhibit 10.02
GREY ADVERTISING INC.
1994 STOCK INCENTIVE PLAN
1. PURPOSES
The purposes of the Grey Advertising Inc. ("Company") 1994 Stock
Incentive Plan ("Plan") are to encourage ownership of the common stock, par
value $1 per share ("Common Stock"), of the Company be eligible key employees of
the Company and its subsidiaries, and thereby to provide increased incentive for
such employees to put forth maximum effort for the success of the business of
the Company, and to enable the Company better to attract, retain and reward such
employees. Awards under the Plan ("Awards") may be granted in the form of Stock
Options ("Options") or restricted stock ("Restricted Stock"), subject to the
applicable terms and conditions set forth herein.
2. ADMINISTRATION
This Plan shall be administered by the Board of Directors of the Company
(the "Board") or the Compensation Committee of the Board (the Board or such
Compensation Committee, as the case may be, being hereinafter referred to as the
"Committee"). The Committee is authorized to establish such rules and
regulations as it deems necessary for the proper administration of the Plan, and
to make such determinations and interpretations and to take such action in
connection with the Plan and any options granted under the Plan as it deems
necessary or advisable. All determinations of the Committee shall be by a
majority of its members and such determinations shall be final.
3. ELIGIBILITY
Key employees of the Company and its subsidiaries shall be eligible to
receive Awards. Directors of the Company who are not full-time employees of the
Company or of any of its subsidiaries shall not be eligible to receive Awards.
4. SHARES AVAILABLE
An aggregate of 250,000 shares of Common Stock shall be available for
grant of Options and Restricted Stock under the Plan (subject in each case to
adjustment as provided in paragraph 9). Such shares may be authorized and
unissued shares or may be treasury shares. Upon the expiration, termination or
cancellation in whole or in part of any unexercised Options or upon the
forfeiture or repurchase by the Company of any shares of Restricted Stock,
shares of Common Stock covered by such unexercised Options or forfeited or
repurchased shares of Restricted Stock shall be available again for new Awards
of Options and Restricted Stock, respectively, under the Plan. No employee may
be granted Options for more than 75,000 shares or more than 75,000 shares of
Restricted Stock (subject in each case to adjustment as provided in paragraph 9)
over the term of the Plan.
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5. GRANT OF AWARDS
Subject to the provisions of paragraphs 4 and 6, Awards may be granted
to such eligible employees in such numbers and at such times during the term of
the Plan as the Committee shall determine. Each Award shall be evidenced by a
duly executed written agreement by and between the Company and the grantee,
containing such other agreements as shall be required by the Committee and as
shall not be inconsistent with the Plan. Agreements may contain dissimilar
provisions provided that all such provisions are consistent with the Plan.
Agreements relating to shares of Restricted Stock shall prescribe the form of
legend to be inscribed to the stock certificate evidencing such shares.
6. TERMS AND CONDITIONS OF OPTIONS
All Options under the Plan shall be granted subject to the following
terms and conditions:
(a) Designation. Each Option shall be designated as either an
"incentive stock option" (within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code")) or as a "nonqualified stock
option".
(b) Option Price. The option price shall be not less than 100% of
the fair market value of a share of Common stock, as determined by the
Committee, on the date the option is granted; provided, however, that the option
price of an "incentive stock option" granted to any individual (a "ten percent
shareholder") who owns (within the meaning of Section 422(b)(6) of the Code)
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or any subsidiary corporation shall not be less
than 110% of such fair market value.
(c) Duration of Options. Unless sooner terminated by terms of the
Plan or by the terms of any specific grant, each Option shall expire not later
than ten years from the date of grant; provided, however, that the maximum term
of an "incentive stock option" granted to a ten percent shareholder shall be
five years from the date of grant or such longer period as my be permitted by
the Code.
(d) Exercise of an Option. Options shall be exercisable over their
term at such times and in such installments as the Committee may prescribe.
Options may be exercised from time to time by written notice to the Company
stating the number of shares with respect to which the Option is being
exercised.
(e) Payment. No shares shall be issued or delivered upon exercise
of an Option until full payment for the Option shares has been made in cash, in
shares having a fair market value equal to the option price, or in a combination
of the foregoing.
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(f) Nontransferability of Options. An Option shall not be
transferable by an optionee except by will or the laws of descent and
distribution and shall be exercisable, during the optionee's lifetime, only by
the optionee.
(g) Termination of Employment. Upon termination of an optionee's
employment, each Option previously granted to the optionee shall expire if not
exercised before the earlier of (i) the expiration date provided in the option
agreement applicable to each such Option and (ii) such earlier date as may be
set forth in such option agreement.
(h) Non-Competitive Provision. Anything herein to the contrary
notwithstanding, if an optionee, without the written consent of the Company,
engages either directly or indirectly, in any manner or capacity, as principal,
agent, partner, officer, director, employee, or otherwise, in any business or
activity competitive with the business conducted by the Company or any
subsidiary of the Company, each Option previously granted to the optionee shall
expire forthwith.
7. TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK
All Awards of Restricted Stock shall be granted subject to the following
terms and conditions:
(a) Purchase Price. Shares of Restricted Stock may be sold to
eligible employees at such purchase price per share as shall be determined by
the Committee, or such shares may be awarded and issued without the payment of a
purchase price.
(b) Conditions to Certain Issuances and Sales. Shares of Restricted
Stock may be issued or sold hereunder without the payment of a purchase price
(or for a per share purchase price which is less than the then fair market value
per share, as determined by the Committee) only if the Corporation's "Earnings"
(as hereinafter defined) for its fiscal year prior to the year of such issuance
or sale exceed $15,000,000. For purposes hereof, "Earnings" for a particular
year shall mean the Company's net income as determined for financial reporting
purposes, determined in accordance with generally accepted accounting principles
consistently applied, after deduction of all expenses incurred by the Company,
but before deduction of any amounts credited for such year under the Company's
1993 Senior Management Incentive Plan (or any successor plan thereto) and any
deduction for the provision for taxes on income. In determining Earnings for a
particular year, the Committee shall have the authority to make adjustments in
recognition of unusual or nonrecurring events affecting the Company or its
financial statements, or in response to changes in applicable laws, regulations
or accounting principles.
(c) Exercise of Rights to Purchase. An employee who is granted the
right to purchase shares of Restricted Stock may exercise such right during such
period after the time of grant as may be determined by the Committee, provided
that he or she is still an employee of the Company or any of its subsidiaries on
the date of such exercise.
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In order to exercise his or her right to purchase shares of Restricted
Stock, the employee shall give written notice to the Company of his or her
election to purchase and the number of shares he or she is purchasing. The full
purchase price of the shares being purchased shall be tendered at the time of
such notice in cash or in previously owned shares of Stock. The purchaser shall
possess no rights as a stockholder with respect to any purchased shares until he
or she has made such full payment and has had issued to him or her a certificate
or certificates evidencing the shares so purchased.
(d) Restrictions. Shares of Restricted Stock issued to or purchased by
an employee under the Plan shall be subject to such restrictions as may be
imposed by the Committee ast the time of issuance or at the time of the grant of
the right to purchase shares. Such restrictions may vary from employee to
employee and may also vary among several grants to the same employee.
8. REGULATORY APPROVALS
The Company shall not be required to issue any certificate or
certificates for shares of Common Stock upon the exercise of an Option or upon
the lapsing of restrictions with respect to Restricted Stock prior to (a) the
obtaining of any approval from any governmental agency which the Company shall,
in its sole discretion, determine to be necessary or advisable and (b) the
completion of any registration or other qualification of such shares under any
state or Federal law or rulings or regulations of any governmental body which
the Company shall, in its sole discretion, determine to be necessary or
advisable.
9. ADJUSTMENT OF SHARES AVAILABLE
If there is any change in the Common Stock through the declaration of
stock dividends, or through recapitalization resulting in stock splits, or
combinations or exchanges of shares, or otherwise, the number of shares
available for Awards, the maximum number of Options and shares of Restricted
Stock which may be granted to any individual, the shares subject to any Award
and the option prices applicable to outstanding Options shall be appropriate
adjusted by the Committee.
10. AMENDMENT
The Board may at any time, and from time to time, terminate, modify,
amend or interpret the Plan in any respect, except that any such amendment shall
be effective only upon stockholder approval if the Board determines that such
approval is necessary or appropriate under the circumstances.
11. EFFECTIVE DATE OF THE PLAN
This Plan shall be effective as from June 27, 1994, provided that the
Plan shall have been approved within twelve months of such date by the
Stockholders of the Company. In the absence of such Stockholder approval, the
Plan (and any Awards theretofore granted) shall be null and void. No Awards may
be granted after the tenth anniversary of such effective date.
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