1
Exhibit 4.5
ADOPTED: May 1, 1994
REVISED: May 12,1998
GREENWAY CORPORATION DISCRETIONARY STOCK OPTION PLAN
A. PURPOSE AND SCOPE
The purposes of this Plan are to encourage stock ownership by
key management employees of Greenway Corporation (herein called the "Company")
and its Subsidiaries to provide an incentive to expand and improve the profits
and prosperity of Greenway Corporation and its Subsidiaries.
B. DEFINITIONS
Unless otherwise required by the context:
1. "Board" shall mean the Board of Directors of the Company.
2. "Committee" shall mean the Stock Option Plan Committee,
which is appointed by the Board, and which shall be composed of three members of
the Board.
3. "Company" shall mean the Greenway Corporation, a Georgia
corporation.
4. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
5. "Option" shall mean a right to purchase Stock, granted
pursuant to the Plan.
6. "Option Price" shall mean the purchase price for Stock
under an Option as determined in Section F below.
7. "Participant" shall mean an employee of the Company, or of
any Subsidiary of the Company, to whom an Option is granted under the Plan.
8. "Plan" shall mean this Greenway Corporation Discretionary
Stock Option Plan.
9. "Stock" shall mean the common stock of the Company, par
value $ 1.00.
10. "Subsidiary" shall mean a subsidiary corporation of the
Company, as defined in Sections 425(f) and 425(g) of the Code.
C. STOCK TO BE OPTIONED
Subject to the provisions of Section L of the Plan, the
maximum number of shares of Stock that may be optioned or sold under the Plan is
50,000 shares. Such shares may be treasury, or authorized, but unissued, shares
of Stock of the Company.
2
D. ADMINISTRATION
The Plan shall be administered by the Committee. Two members
of the Committee shall constitute a quorum for the transaction of business. The
Committee shall be responsible to the Board for the operation of the Plan, and
shall make recommendations to the Board with respect to participation in the
Plan by employees of the Company and its Subsidiaries of and with respect to the
extent of that participation. No member of the Board or the Committee shall be
liable for any action or determination made by him in good faith.
E. ELIGIBILITY
The Board upon recommendation of the Committee, may grant
Options to any key management employee (including an employee who is a director
or an officer) of the Company or its Subsidiaries. Options may be awarded by the
Board at any time and from time to time to new Participants, or to then
Participants, or to a greater or lesser number of Participants, and may include
or exclude previous Participants, as the Board, upon recommendation by the
Committee shall determine, Options granted at different times need not contain
similar provisions.
F. OPTION PRICE
The purchase price for Stock under each Option shall be
determined by the Committee at the time the option is granted but in no event
shall the purchase price be less than the par value of the Stock.
G. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be authorized by
the Board and shall be evidenced by agreements in such form as the Board upon
recommendation of the Committee, shall from time to time approve. Such
agreements shall comply with and be subject to the following terms and
conditions:
1. Employment Agreement. The Board may, in its discretion, include in
any Option granted under the Plan a condition that the Participant shall agree
to remain in the employ of, and to render services to, the Company or any of its
Subsidiaries for a period of time (specified in the agreement) following the
date the Option is granted. No such agreement shall impose upon the Company or
any of its Subsidiaries, however, any obligation to employ the Participant for
any period of time.
2. Time and Method of Payment. The Option Price shall be paid in full
in cash at the time an Option is exercised under the
2
3
Plan. Otherwise, an exercise of any Option granted under the Plan shall be
invalid and of no effect. Promptly after the exercise of an Option and the
payment of the full Option Price, the Participant shall be entitled to the
issuance of a stock certificate evidencing his ownership of such Stock. A
Participant shall have none of the rights of a shareholder until shares are
issued to him, and no adjustment will be made for dividends or other rights for
which the record date is prior to the date such stock certificate is issued.
3. Number of Shares. Each Option shall state the total number of shares
of Stock to which it pertains.
4. Option Period and Limitations on Exercise of Options. The Board may,
in its discretion, provide that an Option may not be exercised in whole or in
part for any period or periods of time specified in the Option agreement. Except
as provided in the Option agreement, an Option may be exercised in whole in part
at any time during its term. No Option may be exercised after the expiration of
ten years from the date it is granted. No Option may be exercised for a
fractional share of Stock.
H. RIGHTS IN EVENT OF DEATH
If a Participant dies while employed by the Company or any of
its Subsidiaries, or within three months after having retired with the consent
of the Company or any of its Subsidiaries, and without having fully exercised
his Options the executors or administrators, or legatees or heirs of his estate
shall have the right to exercise such Options to the extent that such deceased
Participant was entitled to exercise the Options on the date of his death;
provided, however, that in no event shall the Options be exercisable more than
ten years from the date they were granted.
I. NO OBLIGATIONS TO EXERCISE OPTION
The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.
J. NONASSIGNABILITY
Options shall not be transferable other than by will or by the laws of
descent and distribution, and during a Participant's lifetime shall be
exercisable only by such Participant.
3
4
K. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
The aggregate number of shares of Stock available for options under the
Plan shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Stock subsequent to the effective date of the Plan
resulting from (1) a subdivision or consolidation of shares or any other capital
adjustment, (2) the payment of a stock dividend or (3) other increase or
decrease in such shares effected without receipt of consideration by the
Company. If the Company shall be the surviving corporation in any merger or
consolidation, any option shall pertain, apply, and relate to the securities to
which a holder of the number of shares of Stock subject to the option would have
been entitled after the merger or consolidation. Upon dissolution or liquidation
of the Company, or upon a merger or consolidation in which the Company is not
the surviving corporation, all Options outstanding under the Plan shall
terminate; provided, however, that each Participant (and each other person
entitled under Section H to exercise an Option) shall have the right,
immediately prior to such dissolution, liquidation, merger or consolidation to
exercise such Participant's Options, such Options being automatically
exercisable by virtue of said dissolution, liquidation, merger or consolidation.
L. AMENDMENT AND TERMINATION
The Board, by resolution, may terminate, amend or revise the Plan with
respect to any shares as to which Options have not been granted. Neither the
Board nor the Committee may, without the consent of the holder of an Option,
alter or impair any Option previously granted under the Plan. Unless sooner
terminated, the Plan shall remain in effect for a period of ten years from the
date of the Plan's adoption by the Board. Termination of the Plan shall not
affect any Option previously granted.
M. AGREEMENT AND REPRESENTATION OF EMPLOYEES
As a condition to the exercise of any portion of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of such exercise that any shares of Stock acquired at exercise are being
acquired only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.
4
5
N. RESERVATION OF SHARES OF STOCK
The Company, during the term of this Plan, will at all times reserve
and keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and to sell, the number
of shares of Stock that shall be sufficient to satisfy the requirements of this
Plan. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority deemed necessary by counsel for the Company for the
lawful issuance and sale of its Stock hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.
0. EFFECTIVE DATE OF PLAN
The Plan shall be effective from the date that the Plan is
approved by the Board.
5