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Exhibit 10.1
IDEX CORPORATION
AMENDED AND RESTATED
STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
IDEX Corporation, a corporation organized under the laws of the State of
Delaware (the "Company"), adopted the IDEX Corporation Stock Option Plan For
Outside Directors (the "Plan") effective April 24, 1990. The original purposes
of the Plan were as follows:
(1) To further the growth, development and financial success of the
Company and its subsidiaries by providing additional incentives to Outside
Directors (as defined below), by assisting them to become owners of capital
stock of the Company and thus to benefit directly from its growth,
development and financial success.
(2) To enable the Company to obtain and retain the services of the
type of Outside Directors considered essential to the long-range success of
the Company by providing and offering them an opportunity to become owners
of capital stock of the Company under options.
Under the original terms of the Plan, no options could be granted more
than ten years after its adoption by the Board (as defined below). As a
significant number of shares were still available for grant of options under
the Plan upon the original expiration date of the Plan, it is in the best
interest of the Company to continue the Plan and the grant of options to
Outside Directors thereunder. Therefore, the following constitutes an
amendment, restatement, continuation and extension of the Plan beyond its
original term, effective upon approval of this IDEX Corporation Amended and
Restated Stock Option Plan for Outside Directors by the stockholders of the
Company, as provided in Section 7.3 hereof.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in the Plan, they shall have the
meanings specified below.
Board -- the Board of Directors of the Company.
Change in Control Event -- a "Change of Control Event" shall mean the
occurrence of (a) any transaction or series of transactions which within a
12-month period constitute a change of management or control where (i) at least
51 percent of the then outstanding shares of Common Stock are (for cash,
property (including, without limitation, stock in any corporation), or
indebtedness, or any combination thereof) redeemed by the Company or purchased
by any person(s), firm(s) or entity(ies), or exchanged for shares in any other
corporation whether or not affiliated with the Company, or any combination of
such redemption, purchase or exchange, or (ii) at least 51 percent of the
Company's assets are purchased by any
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person(s), firm(s) or entity(ies) whether or not affiliated with the Company
for cash, property (including, without limitation, stock in any corporation) or
indebtedness or any combination thereof, or (iii) the Company is merged or
consolidated with another corporation regardless of whether the Company is the
survivor (except any such transaction solely for the purpose of changing the
Company's domicile or which does not change the ultimate beneficial ownership
of the equity interests in the Company), or (b) any substantial equivalent of
any such redemption, purchase, exchange, change, transaction or series of
transactions, acquisition, merger or consolidation constituting such a change
of management or control. For purposes hereof, the term "control" shall have
the meaning ascribed thereto under the Exchange Act and the regulations
thereunder, and the term "management" shall mean the chief executive officer of
the Company. For purposes of clause (a)(ii) above or as appropriate for
purposes of clause (b) above, the Company shall be deemed to include on a
consolidated basis all subsidiaries and other affiliated corporations or other
entities with the same effect as if they were divisions.
Code -- the Internal Revenue Code of 1986, as amended.
Committee -- a committee consisting of each member of the Compensation
Committee of the Board who is then a disinterested person within the meaning of
Rule 16b-3.
Common Stock -- the Company's Common Stock, par value $.01 per share.
Company -- IDEX Corporation and any corporation assuming, or issuing new
stock options in substitution for, Options.
Director -- a member of the Board.
Exchange Act -- the Securities Exchange Act of 1934, as amended.
Fair Market Value -- the "Fair Market Value" of a share of Common Stock as
of a given date shall be: (i) if Common Stock is traded on an exchange then the
closing price of a share of Common Stock as reported in the Wall Street Journal
for the first trading date immediate prior to such date during which a sale
occurred; or (ii) if Common Stock is not traded on an exchange but is quoted on
NASDAQ or a successor or other quotation system, (x) the last sales price (if
the Common Stock is then listed as a National Market Issue under the NASD
National Market System) or (y) the mean between the closing representative bid
and asked prices (in all other cases) for the Common Stock on the date
immediately prior to such date on which sales prices or bid and asked prices, as
applicable, are reported by NASDAQ or such successor quotation system; or (iii)
if such Common Stock is not publicly traded on an exchange and not quoted on
NASDAQ or a successor quotation system, the mean between the closing bid and
asked prices for the Common Stock on the day previous to such date, as
determined in good faith by the Committee; or (iv) if the Common Stock is not
publicly traded, the fair market value established by the Committee acting in
good faith.
Officer -- the President, any Vice President, the Secretary or any
Assistant Secretary of the Company.
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Option -- an option to purchase Common Stock granted under the Plan, which
option shall not constitute an option that meets the requirements of Section 422
of the Code.
Optionee -- an Outside Director to whom an Option is granted under the
Plan.
Outside Director -- a Director who is not then (i) a full-time employee (as
defined in accordance with the regulations and revenue rulings then applicable
under Section 3401(c) of the Code) of the Company or of any corporation that is
then a Parent Corporation or a Subsidiary or (ii) a general partner, limited
partner or full-time employee of either KKR Associates, L.P. or Kohlberg Kravis
Roberts & Co., L.L.C.
Parent Corporation -- any corporation that owns, directly or indirectly,
more than 50% of the voting power of the shares of stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
Directors.
Retirement -- the Termination of Service on or after the date the Director
attains age sixty (60).
Rule 16b-3 -- that certain Rule 16b-3, as such rule is then in effect, that
has been adopted by the Securities and Exchange Commission under the Exchange
Act, or any replacement rule adopted thereunder.
Secretary -- the Secretary of the Company.
Securities Act -- the Securities Act of 1933, as amended.
Subsidiary -- any corporation of which more than 50% of the total voting
power of the shares of capital stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors thereof is owned,
directly or indirectly, by the Company.
Termination of Service -- the effective time at which a person serving as a
Director ceases to be a member of the Board for any reason.
ARTICLE II
SHARES SUBJECT TO PLAN
SECTION 2.1 * SHARES SUBJECT TO PLAN
The shares of stock subject to Options shall be shares of the Company's
Common Stock. The aggregate number of such shares which may be issued upon
exercise of Options shall not exceed 337,500(1).
SECTION 2.2 * UNEXERCISED OPTIONS
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1 Reflects 3 for 2 stock splits occurring on January 31, 1995 and January 31,
1997.
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If any Option expires or is cancelled without having been fully exercised,
the number of shares subject to such Option, but as to which such Option was
not exercised prior to its expiration or cancellation, may again be optioned
hereunder, subject to the limitations of Section 2.1.
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SECTION 2.3 * CHANGES IN COMPANY'S SHARES
In the event that the outstanding shares of Common Stock are hereafter
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of
reorganization, merger, consolidation, recapitalization, reclassification,
stock split, stock dividend or combination of shares, appropriate adjustments
shall be made by the Committee in the number and kind of shares for the
purchase of which Options may be granted, including adjustments of the
limitation in Section 2.1 on the maximum number and kind of shares which may be
issued upon exercise of Options. In the event of an adjustment contemplated by
this Section 2.3 in any outstanding Options, the Committee shall make an
appropriate and equitable adjustment to the end that after such event the
Optionee's proportionate interest shall be maintained as before the occurrence
of such event. Such adjustment in any outstanding Options shall be made
without change in the total price applicable to the option or the unexercised
portion of any Option (except for any change in the aggregate price resulting
from rounding off or share quantities or prices) and with any necessary
corresponding adjustment in the Option price per share. In the event of a
"spin-off" or other substantial distribution of assets of the Company which has
a material diminutive effect upon Fair Market Value, the Committee may in its
discretion make an appropriate and equitable adjustment to the Option exercise
price to reflect such diminution. Any such adjustment made by the Committee
shall be final and binding upon all Optionees, the Company and all other
interested persons.
ARTICLE III
GRANTING OF OPTIONS
SECTION 3.1 * ELIGIBILITY
Any person who (a) is an Outside Director on January 1, 2000 or (b)
thereafter becomes an Outside Director shall be granted Options under Section
3.2.
SECTION 3.2 * GRANTING OF OPTIONS
(a) Subject to Section 2.1, Options shall be granted as follows:
(i) Each person who first becomes an Outside Director between
January 1, 2000 and April 18, 2000 shall receive, on the date that
this Plan is approved by the Company's stockholders in accordance with
Section 7.3, an Option to purchase 6,750 shares of Common Stock;
(ii) Each person who first becomes an Outside Director on or
after April 19, 2000 shall receive, as of the date on which such
person first becomes an
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Outside Director, an Option to purchase 6,750 shares of Common Stock;
provided, however, that each person who, immediately prior to becoming
an Outside Director, was either (i) a full-time employee of the
Company or any of its subsidiaries or (ii) a partner or full-time
employee of either Kohlberg Kravis Roberts & Co., L.L.C. or KKR
Associates, L.P., shall not receive such an option; and
(iii) On the date of the first regularly scheduled meeting of the
Board held in January of each year, commencing with the meeting held
in January 2001, any person who is an Outside Director on such date
shall receive an Option to purchase 4,500 shares of Common Stock.
(b) The Committee shall instruct the Secretary or other
authorized Officer to execute and deliver a stock option agreement
(described in Section 4.1) to each person who becomes entitled to an
Option under Section 3.2(a).
ARTICLE IV
TERMS OF OPTIONS
SECTION 4.1 * OPTION AGREEMENT
Each Option shall be evidenced by a written stock option agreement, which
shall be executed by the Optionee and an authorized Officer and which shall
contain such terms and conditions as the Committee shall determine, consistent
with the Plan.
SECTION 4.2 * OPTION PRICE
The price of the shares subject to each Option shall be the Fair Market
Value of such shares on the date such Option is granted.
SECTION 4.3 * COMMENCEMENT OF EXERCISABILITY
(a) Subject to the provisions of Sections 4.3(b) and 4.3(c), each
Option shall become fully vested and exercisable upon the first to occur of
the following events:
(i) the second anniversary of the date of such Option grant;
(ii) the Optionee's becoming disabled (within the meaning of
Section 22(e)(3) of the Code);
(iii) the Optionee's Termination of Service because of his death
or his Retirement; or
(iv) the occurrence of a Change in Control Event.
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(b) Notwithstanding the provisions of Section 4.3(a), no Option shall
be exercisable in a manner that would disqualify the Plan from satisfying
the requirements of Rule 16b-3, and, to the extent necessary, no Option
shall be exercisable for at least 6 months (or such other period as may be
specified in such Rule) after the date such Option is granted.
(c) Except in the event of the subsequent determination of disability,
at the time of Termination of Service under subsection 4.3(a)(ii), no
portion of an Option that is unexercisable on the date of the Optionee's
Termination of Service shall thereafter become exercisable.
SECTION 4.4 * EXPIRATION OF OPTIONS
No Option may be exercised to any extent by anyone after the first to
occur of the following events:
(a) the expiration of ten years from the date the Option was granted;
(b) the expiration of one year from the date of the Optionee's
Termination of Service for any reason other than Retirement; provided,
however, that Section 4.4(d) shall apply if the Optionee dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the
expiration of such one-year period;
(c) the expiration of three years from the date of the Optionee's
Termination of Service by reason of Retirement.
(d) if the Optionee dies or becomes disabled prior to the first
anniversary of the Optionee's Termination of Service, the expiration of 1
year from the earlier of (i) the date of the Optionee's death, or (ii) the
date on which the Optionee becomes disabled (within the meaning of Section
22(e)(3) of the Code).
SECTION 4.5 * RIGHTS TO CONTINUED SERVICE
Nothing in the Plan or in any Stock Option Agreement hereunder shall
confer upon any Optionee any right to continue as a Director.
ARTICLE V
EXERCISE OF OPTIONS
SECTION 5.1 * PERSONS ELIGIBLE TO EXERCISE
(a) Subject to Section 5.1(b) and (c), during the lifetime of the
Optionee, only he may exercise an Option (or any portion thereof) granted
to him. After the death of the
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Optionee, any exercisable portion of an Option may, prior to the time when
such portion becomes unexercisable under the Plan or the applicable Stock
Option Agreement, be exercised by his personal representative or by any
person empowered to do so under the deceased Optionee's will or under the
then applicable laws of descent and distribution.
(b) Should the Optionee be determined under applicable law to have
become a disabled person or the equivalent thereof, the Option may, prior
to the time when the Option becomes unexercisable under the Plan or the
applicable Stock Option Agreement, be exercised by the Optionee's guardian
or by any other person empowered to do so under applicable laws of
guardianship. For purposes of this Section 5.1(b), "disabled person" shall
mean a person who (i) because of mental deterioration or physical
incapacity is not fully able to manage his person or estate or (ii) is
mentally ill and who because of his mental illness is not fully able to
manage his person or estate.
(c) Notwithstanding the foregoing provisions of this Section 5.1, the
Committee, in its sole discretion, may permit the Optionee with prior
written notice to the Committee to transfer by gift, without the receipt of
any consideration, to a member of the Optionee's immediate family, as
defined in Rule 16a-1 under the Exchange Act, or to a trust for the
exclusive benefit of, or any other entity owned solely by, such members,
provided that an Option that has been so transferred shall continue to be
subject to all of the terms and conditions of the Option Agreement as
applicable to the Optionee, and the transferee shall execute any and all
such documents requested by the Committee in connection with the transfer,
including without limitation to evidence the transfer and to satisfy any
requirements for an exemption for the transfer under applicable federal and
state securities laws.
SECTION 5.2 * PARTIAL EXERCISE
At any time and from time to time before any exercisable Option or
exercisable portion thereof becomes unexercisable under the Plan or the
applicable Stock Option Agreement, such Option or portion thereof may be
exercised in whole or in part; provided, however, that the Company shall not be
required to issue fractional shares and no Option may be exercised for less
than 1,000 shares of Common Stock unless such exercise is the full exercise of
the exercisable portion of such Option.
SECTION 5.3 * MANNER OF EXERCISE
An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all of the
following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:
(a) Notice in writing signed by the Optionee or other person then
entitled to exercise such Option or portion thereof, stating that such
Option or portion thereof is thereby exercised, such notice complying with
all applicable rules established by the
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Committee;
(b) (i) Full payment (in cash or by check) for the shares with respect
to which such Option or portion thereof is thereby exercised;
(ii) With the consent of the Committee, shares of Common Stock
which have been owned by the Optionee for more than six months on the
date of delivery and duly endorsed for transfer to the Company with a
Fair Market Value on the date of delivery equal to the aggregate
Option price of the shares with respect to which such Option or
portion thereof is thereby exercised;
(iii) To the extent permitted by law (including the then
interpretations of Rule 16b-3), a "cashless exercise procedure"
satisfactory to the Committee which permits the Optionee to deliver an
exercise notice to a broker-dealer, who then sells Option shares, and
delivers the proceeds of the sale, less commission, to the Company
which delivers such proceeds, less the exercise price and withholding
taxes to the Optionee; or
(iv) Any combination of the consideration provided in the
foregoing subsections (i), (ii) or (iii);
(c) Such representations and documents as the Committee, in its
absolute discretion, deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act and any other federal or
state securities laws or regulations. The Committee may, in its absolute
discretion, also take whatever additional actions it deems appropriate to
effect such compliance, including without limitation placing legends on
share certificates and issuing stop-transfer orders to transfer agents and
registrars; and
(d) In the event that the Option or portion thereof shall be exercised
pursuant to Section 5.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the
Option or portion thereof.
SECTION 5.4 * CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES
The shares of Common Stock issuable and deliverable upon the exercise of
an Option or any portion thereof may be either previously authorized but
unissued shares or issued shares which have been reacquired by the Company.
The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following conditions:
(a) The listing of such shares on all stock exchanges on which such
class of stock is then listed; and
(b) The completion of any registration or other qualification of such
shares,
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and the obtaining of any other approval or clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and
(c) The payment to the Company of all amounts which it is required to
withhold under federal, state or local law in connection with the exercise
of the Option.
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SECTION 5.5 * RIGHTS AS STOCKHOLDERS
The holders of Options shall not be, nor have any of the rights or
privileges of, stockholders of the Company in respect of any shares purchasable
upon the exercise of an Option or any portion thereof unless and until
certificates representing such shares have been issued by the Company to such
holders.
ARTICLE VI
ADMINISTRATION
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the Plan and the Options, to adopt such rules
for the administration, interpretation and application of the Plan as are
consistent therewith, and to interpret, amend or revoke any such rules. No
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Option.
ARTICLE VII
OTHER PROVISIONS
SECTION 7.1 * OPTIONS NOT TRANSFERABLE
No Option or interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this Section 7.1
shall prevent transfers by will, by the applicable laws of descent and
distribution, or as provided in Section 5.1(c).
SECTION 7.2 * AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN; MODIFICATION OF
OPTIONS
(a) The Plan may be amended or otherwise modified, suspended or
terminated at any time and from time to time by the Board; provided,
however, the provisions of Sections 3.1 (Eligibility), 3.2 (Granting of
Options) and 4.2 (Option Price) shall not be modified more than once every
six months, other than to comport with the changes in the Internal Revenue
Code, the Employee Retirement Income Security Act or the rules thereunder;
provided, further that without approval of the Company's stockholders given
within 12 months after the action by the Board, the Board may not, except
as provided in Section 2.3, increase any limit imposed in Section 2.1 on
the Options, modify the eligibility requirements of Section 3.1, increase
the number of Options granted or accelerate the timing of those grants
under Section 3.2, reduce the minimum Option price
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requirements of Section 4.2 or extend the limit imposed in this Section 7.2
on the period during which Options may be granted and such action by the
Board shall become effective only after stockholder approval is obtained;
and provided, further, that no amendment or modification may be made if
such amendment or modification would disqualify the Plan from satisfying
the requirements of the Securities Act or the Exchange Act or any
regulation or rule promulgated by the Securities and Exchange Commission
thereunder. None of the amendment, suspension or termination of the Plan
shall, without the consent of the holder of the Option, alter or impair any
rights or obligations under any Option theretofore granted. No Option may
be granted during any period of suspension of the Plan, and in no event may
any Option be granted under the Plan after April 19, 2009.
(b) An Option shall be subject in all events to the condition that, if
at any time the Board shall determine, in its discretion, that the listing,
registration or qualification of any of the Company's securities upon any
securities exchange or under any law, regulation or other requirement of
any governmental authority is necessary or desirable, or that any consent
or approval from any governmental authority is necessary or desirable, then
the Board may modify the terms of any Option granted under the Plan,
without the consent of the Optionee, in any manner which the Board deems
necessary or desirable in order to improve the Company's ability to obtain
such listing, registration, qualification, consent or approval.
SECTION 7.3 * APPROVAL OF PLAN BY STOCKHOLDERS
The amendment, restatement and continuation of the Plan will be submitted
for the approval of the Company's stockholders and shall be effective only upon
attainment of such approval.
SECTION 7.4 * EFFECT OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS
This Plan shall not affect any other compensation or incentive plans in
effect for the Company, any Parent Corporation or any Subsidiary. Nothing in
the Plan shall be construed to limit the right of the Company, any Parent
Corporation or any Subsidiary (a) to establish any other forms of incentives or
compensation for employees or (b) to grant or assume options otherwise than
under the Plan in connection with any proper corporate purpose, including
without limitation the grant or assumption of options in connection with the
acquisition by purchase, merger, consolidation or otherwise, of the business,
stock or assets of any corporation, firm or association.
SECTION 7.5 * NO OBLIGATION TO REGISTER
The Company shall not be deemed, by reason of the granting of any Option,
to have any obligation to register the shares of Common Stock subject to such
Option under the Securities Act or to maintain in effect any registration of
such shares which may be made at any time under the Securities Act.
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SECTION 7.6 * CONFORMANCE TO SECURITIES ACT AND EXCHANGE ACT
The Plan is intended to conform to the provisions of the Securities Act
and the Exchange Act and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder. Notwithstanding anything herein
to the contrary, the Plan shall be administered, and Options shall be granted
and may be exercised, only in such a manner as to conform to the provisions of
the Securities Act and Exchange Act and any and all such regulations.
* * * *
I hereby certify that the foregoing Amended and Restated Stock Option Plan
for Outside Directors was duly adopted by the Board of Directors of IDEX
Corporation on January 25, 2000 and approved by the stockholders of the IDEX
Corporation on April 19, 2000
Executed on this 19th day of April, 2000.
/s/ Frank J. Notaro
Secretary
Corporate Seal
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