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EXHIBIT 10.71
EXHIBIT A
EDAC TECHNOLOGIES CORPORATION
2000 EMPLOYEE STOCK OPTION PLAN
1. Purpose. The purpose of the Edac Technologies Corporation 2000
Employee Stock Option Plan is to: (a) promote the long-term growth and
profitability of the Company and its Subsidiaries, (b) provide directors,
officers and employees of the Company and its Subsidiaries with an incentive to
achieve long-term corporate objectives, (c) attract and retain directors,
officers and employees of outstanding competence, and (d) provide directors,
officers and employees with a stake in the Company's long-term success.
2. Definitions.
2.1 "Board of Directors" shall mean the Board of Directors of
the Company.
2.2 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
2.3 "Committee" shall mean the stock option committee
designated by the Board of Directors. If no stock option committee is
designated, the term "Committee" shall mean the compensation committee of the
Board of Directors. To the extent deemed advisable by the Board of Directors to
satisfy the requirements of Rule 16b-3, the Committee shall consist solely of
two or more Non-Employee Directors.
2.4 "Common Stock" shall mean the $.0025 par value common
stock of the Company.
2.5 "Company" shall mean Edac Technologies Corporation.
2.6 "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, and any successor thereto.
2.7 "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:
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(a) if the Common Stock is listed on any established
stock exchange, a national market system or other established trading system,
including, without limitation, the Nasdaq National Market, the Nasdaq SmallCap
Market or the Over the Counter Bulletin Board, its Fair Market Value shall be
the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such market for the last market trading day prior to the
time of determination, as reported in such source as the Committee deems
reliable;
(b) if the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock on the last market trading day prior to the day of determination,
as reported in such source as the Committee deems reliable; or
(c) in the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Committee.
2.8 "Non-Employee Director" shall have the meaning set forth
in Rule 16b-3.
2.9 "Option" (or its plural) shall mean the option to purchase
Common Stock pursuant to this Plan.
2.10 "Participant" shall mean an individual who has been
granted an Option under this Plan.
2.11 "Permanent Disability" shall mean the inability of a
Participant by reason of physical or mental illness or incapacity to perform his
or her duties on behalf of the Company or its Subsidiaries, as applicable, for a
continuous period of 90 days.
2.12 "Plan" shall mean the Edac Technologies Corporation 2000
Employee Stock Option Plan.
2.13 "Rule 16b-3" means Rule 16b-3, as promulgated by the
Securities and Exchange Commission under Section 16(b) of the Exchange Act, as
amended from time to time.
2.14 "Subsidiary" (or its plural) shall mean any corporation
which, at the time an Option is granted, qualifies as a subsidiary corporation
under section 425(f) of the Code or any similar provision hereafter enacted.
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3. General.
3.1 Administration.
(a) The Plan shall be administered by the Committee.
(b) The Committee shall have the authority, in its
sole discretion, from time to time: (i) to grant Options, (ii) to prescribe such
limitations, restrictions and conditions upon any such Options as the Committee
shall deem appropriate, and (iii) to interpret this Plan, to adopt, amend and
rescind rules and regulations relating to this Plan and to make all other
determinations and to take all other action necessary or advisable for the
implementation and administration of this Plan. A majority of the members of the
Committee shall constitute a quorum and the action of a majority of members of
the Committee present at any meeting at which a quorum is present, or action
unanimously adopted in writing without a meeting, shall be the action of the
Committee.
(c) All actions of the Committee taken pursuant to
this section 3.1 shall be final, conclusive and binding on all Participants
under this Plan. No member of the Committee shall be liable for any action taken
or decision made in good faith relating to this Plan.
3.2 Participation. The Committee may grant Options under this
Plan to any director, officer, employee or consultant of the Company or any of
its Subsidiaries who the Committee believes has contributed or who has the
ability to contribute to the long-term success of the Company or its
Subsidiaries. In granting such Options and determining their form and amount,
the Committee shall give consideration to the functions and responsibilities of
the Participant, his or her potential long-term contribution to profitability
and sound growth of the Company and/or its Subsidiaries and such other factors
as the Committee may deem relevant.
3.3 Rule 16b-3. Rule 16b-3 provides that the grant of a stock
option to a director or officer of a company subject to Section 16(b) of the
Exchange Act will be exempt from the provisions of Section 16(b) of the Exchange
Act if the conditions set forth in Rule 16b-3 are satisfied. Unless otherwise
specified by the Committee or the Board of Directors, grants of Options
hereunder to individuals who are officers or directors of the Company for
purposes of Section 16(b) of the Exchange Act shall be made in a manner that
satisfies the conditions of Rule 16b-3.
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4. Option Terms and Conditions.
4.1 Governance. The grant of an Option shall be evidenced by a
written option agreement in a form approved by the Committee. Such Option shall
be subject to the terms and conditions of this Plan and, in addition, to such
other terms and conditions not inconsistent with this Plan which the Committee
may deem appropriate.
4.2 Exercise Period. The term of each Option shall be as
determined by the Committee; provided, however, that if the term of an Option is
to exceed ten years from the date of the grant thereof, such Option may not be
exercised prior to the tenth year and the term of such Option shall end one year
after the date such Option may first be exercised.
4.3 Option Price. The option price per share for the Common
Stock covered by any Option shall be determined by the Committee, but shall not
be less than the Fair Market Value of the Common Stock on the date the Option is
granted.
4.4 Exercise of Option. An Option may be exercised from time
to time by written notice by the Participant (or, if the Participant transferred
the Option to a trust pursuant to section 6.2, by the trustee or other
appropriate representative of the trust and/or its beneficiaries) to the
Secretary of the Company of such Participant's (or trust's) intent to exercise
the Option with respect to a specified number of shares. The specified number of
shares will be issued and transferred to the Participant (or the trust, as
applicable) upon receipt by the Secretary of the Company of such notice along
with payment for such shares and such other items or documentation as the
Committee shall reasonably request of the Participant (or the trust, as
applicable).
4.5 Payment of Purchase Price on Exercise. Each option
agreement shall provide that the purchase price for the shares with respect to
which an Option is exercised shall be paid to the Company in cash at the time of
exercise.
4.6 Termination of Employment or Services. Except as otherwise
expressly specified by the Committee, all Options shall lapse at the time
specified below:
(a) if a Participant dies while employed by the
Company or a Subsidiary or while serving as a director of the Company or a
Subsidiary, or if a Participant dies after termination of the Participant's
employment due to either
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retirement after age 55 or Permanent Disability and, in the case of Permanent
Disability, the Option has not already lapsed pursuant to the terms of section
4.6(b), the Option shall lapse at 5 p.m. (eastern standard time) on the 365th
day after the date of the Participant's death;
(b) if a Participant's employment with the Company or
a Subsidiary terminates on account of Permanent Disability, the Option shall
lapse at 5 p.m. (eastern standard time) on the 90th day after the date of
termination of the Participant's employment due to the Permanent Disability; or
(c) if (i) the Participant's employment with the
Company or a Subsidiary terminates in any manner not specified in section 4.6(a)
or 4.6(b), (ii) Participant's employer ceases to be a Subsidiary, or (iii)
Participant ceases to be a director of the Company (unless the termination of
Participant's directorship is at the request of management), then the Option
shall lapse 90 days after such event.
5. Aggregate Limitation on Shares of Common Stock. Shares of Common
Stock which may be issued pursuant to Options granted under this Plan may be
either authorized and unissued shares of Common Stock or authorized and issued
shares of Common Stock held by the Company as treasury stock. The number of
shares of Common Stock reserved for issuance under the Plan shall not exceed
300,000 shares, subject to adjustments pursuant to section 7.8 of this Plan. Any
shares of Common Stock subject to an Option which for any reason either
terminates unexercised or expires unexercised shall again be available for
issuance under this Plan.
6. Acquisition, Merger or Liquidation
6.1 Acquisition. Notwithstanding anything herein to contrary,
in the event that an Acquisition (as defined below) occurs with respect to the
Company, the Company shall have the option, but not the obligation, to cancel
Options outstanding as of the effective date of Acquisition, whether or not such
Options are then exercisable, in return for payment to the Participants for each
Option of an amount equal to a reasonable, good faith estimate of an amount
(hereinafter the "Spread") equal to the difference between the net amount per
share payable in the Acquisition, or as a result of the Acquisition, less the
exercise price per share of the Option. In estimating the Spread, appropriate
adjustments to give effect to the existence of the options shall be made, such
as deeming the Options to have been exercised, with the Company receiving the
exercise price payable thereunder, and treating the shares receivable upon
exercise of the Options as being outstanding in determining the net amount per
share. For purposes of this section, an "Acquisition" shall mean any transaction
in which substantially all of
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the Company's assets are acquired or in which a controlling amount of the
Company's outstanding shares are acquired, in each case by a single person or
entity or an affiliated group of persons and/or entities. For purposes of this
section a controlling amount shall mean more than 50% of the issued and
outstanding shares of stock of the Company. The Company shall have such an
option regardless of how the Acquisition is effectuated, whether by direct
purchase, through a merger or similar corporate transaction, or otherwise. In
cases where the acquisition consists of the acquisition of assets of the
Company, the net amount per share shall be calculated on the basis of the net
amount receivable with respect to shares upon a distribution and liquidation by
the Company after giving effect to expenses and charges, including but not
limited to taxes, payable by the Company before the liquidation can be
completed. The Committee shall have absolute and uncontrolled discretion to
determine whether to offer to pay the Spread to Participants pursuant to this
section 6.1 and to determine the amount of the Spread.
Where the Company does not exercise its option under
this section 6.1, the remaining provisions of this section 6 shall apply, to the
extent applicable.
6.2 Merger or Consolidation. Subject to section 6.1 and to any
required action by the stockholders, if the Company shall be the surviving
corporation in any merger or consolidation, any Option granted hereunder shall
pertain to and apply to the securities to which a holder of the number of shares
of Stock subject to the Option would have been entitled in such merger or
consolidation.
6.3 Other Transactions. Subject to section 6.1, dissolution or
a liquidation of the Company or a merger and consolidation in which the Company
is not the surviving corporation shall cause every Option outstanding hereunder
to terminate as of the effective date of the dissolution, liquidation, merger or
consolidation. However, the Participant either (i) shall be offered a firm
commitment whereby the resulting or surviving corporation in a merger or
consolidation will tender to the Participant an option (the "Substitute Option")
to purchase its shares on terms and conditions both as to number of shares and
otherwise, which will substantially preserve to the Participant the rights and
benefits of the Option outstanding hereunder granted by the Company, or (ii)
shall have the right immediately prior to such dissolution, liquidation, merger,
or consolidation to exercise any unexercised Options whether or not then
exercisable, subject to the provisions of this Plan. The Committee shall have
absolute and uncontrolled discretion to determine whether the Participant has
been offered a firm commitment and whether the tendered Substitute Option will
substantially
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preserve to the Participant the rights and benefits of the Option outstanding
hereunder.
7. Miscellaneous.
7.1 General Restriction. Any Option granted under this Plan
shall be subject to the requirement that, if at any time the Committee
determines that any listing or registration of the shares of Common Stock or any
consent or approval of any governmental body or any other agreement or consent
is necessary or desirable as a condition of the granting of an Option or
issuance of Common Stock upon exercise of an Option, such grant or issuance may
not be consummated unless such requirement is satisfied in a manner acceptable
to the Committee.
7.2 Nonassignability; Holding Period. No Option granted under
this Plan may be: (a) assigned or transferred by the Participant, except by will
or by the laws of descent and distribution or to a trust for the benefit of the
transferring Participant or his or her spouse and lineal descendants, or (b)
exercised for at least six months after the date of grant. During the life of
the Participant, any Option shall be exercisable only by such Participant or, if
the Option was transferred by the Participant to a trust in accordance with this
section 7.2, by the trustee of such trust or other appropriate representative of
the trust and/or its beneficiaries.
7.3 Withholding Taxes. Whenever the Company proposes or is
required to issue or transfer shares of Common Stock under this Plan, the
Company shall have the right to require the Participant (or the trust, if
applicable) to remit to the Company an amount sufficient to satisfy any federal,
state and local withholding tax requirements prior to the delivery of any
certificate for such shares.
7.4 Investment Representation. Each option agreement may
provide that the Participant or recipient shall, upon demand by the Committee,
deliver to the Committee at the time of exercise of any Option a written
representation that the shares to be acquired under such exercise are to be
acquired for investment and not for resale or with a view to the distribution
thereof. Upon such demand, delivery of such representation prior to delivery of
any shares issued upon exercise of an Option shall be a condition precedent to
the right of the Participant or such other person to purchase any shares.
7.5 No Right to Employment. Nothing in this Plan or in any
agreement entered into pursuant to this Plan shall confer upon any Participant
the right to continue in the employment of the Company or a Subsidiary or affect
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right which the Company or a Subsidiary may have to terminate the employment of
such Participant.
7.6 Nonuniform Determinations. The Committee's determinations
under this Plan (including, without limitation, the Committee's determinations
of the persons to be granted Options) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under
this Plan, whether or not such persons are similarly situated.
7.7 No Rights as Shareholders. Recipients of Options under
this Plan shall have no rights as shareholders of the Company with respect
thereto unless and until certificates for shares of Common Stock are issued to
them.
7.8 Adjustment of Stock. If a change occurs in the outstanding
Common Stock of the Company due to any stock dividend, recapitalization,
reorganization, stock split or any similar transaction, the Committee shall
appropriately adjust the number of shares of Common Stock which may be issued
under this Plan, the number of shares of Common Stock subject to Options
theretofore granted under this Plan, the option price of such Options and any
and all other adjustments deemed appropriate by the Committee to prevent
substantial dilution or enlargement of the rights granted to a Participant. The
Committee's determination hereunder shall be final and binding on all parties.
7.9 Amendment or Termination of this Plan. The Committee, with
the approval of the Board of Directors, may, at any time, terminate this Plan or
any part thereof and may, from time to time, amend this Plan as it may deem
advisable. The termination or amendment of this Plan shall not, without the
consent of the Participant, affect such Participant's rights under Options
previously granted.
8. Effective Date of the Plan. The effective date of the Plan shall be
June 5, 2000.
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