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EXHIBIT 99.1
INSITUFORM TECHNOLOGIES, INC.
2001 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
1. PURPOSE AND NATURE OF PLAN. The purpose of this 2001 Non-Employee
Director Equity Incentive Plan (the "PLAN") of Insituform Technologies, Inc.
(the "COMPANY") is to increase the ownership interest in the Company of
non-employee directors whose services are considered essential to the Company's
continued progress and, thus, provide further incentive and compensation for
service as a director of the Company.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company (the "BOARD"). Subject to the provisions of the Plan,
the Board shall have exclusive authority to interpret and administer the Plan,
to establish, amend, and rescind any rules and regulations relating to the Plan,
and to take all steps and make all determinations necessary or advisable for the
administration of the Plan; provided, that the Board shall not have the
authority to take any action or make any determination that would materially
increase the benefits of participants under the Plan. The determination of the
Board in the administration of the Plan shall be conclusive and binding upon all
persons, including without limitation the Company, its stockholders and persons
granted options or other benefits under the Plan. The officers of the Company
shall be authorized to implement the Plan in accordance with its terms and to
take such actions of a ministerial nature as shall be necessary to effectuate
the intent and purposes of the Plan.
3. PARTICIPANTS. Directors of the Company who are not employees of the
Company (or any affiliate of the Company) during a calendar year shall be
eligible to participate in the Plan with respect to such calendar year
("ELIGIBLE DIRECTORS").
4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 6 (relating to adjustment for changes in capital stock), an aggregate of
200,000 shares of the Company's Class A common shares, $0.01 par value ("COMMON
STOCK"), shall be available for issuance under the Plan. The shares of Common
Stock issued under the Plan may be made available from authorized but unissued
shares or from shares re-acquired by the Company, including shares purchased in
the open market or in private transactions. If any option granted under the Plan
shall expire or terminate for any reason without having been exercised in full,
the shares subject to, but not delivered under, such option may again become
available for the grant of other options under the Plan.
5. STOCK OPTIONS. All options granted under the Plan shall be
non-statutory options not intended to qualify under Section 422 of the Internal
Revenue Code of 1986, as amended. Each option granted under the Plan shall be
evidenced by a written agreement in such form as the Board shall from time to
time approve, which agreement shall comply with and be subject to the following
terms and conditions:
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(a) NEW ELIGIBLE DIRECTOR INITIAL OPTION GRANTS. An option to
purchase shares of Common Stock shall be granted automatically to each
new Eligible Director on the date such new Eligible Director is elected
or appointed to the Board (or promptly thereafter, as determined by the
Board). Such option shall have a value equal to (i) a percentage
(determined by the Board) of the Total Director Compensation (as
defined below) plus (ii) the Equity Percentage of Total Director
Compensation for such Eligible Director prorated for the then current
annual period. The value of such options shall be determined by the
Board on the basis of the Black-Scholes option pricing model. The Board
may increase the number of shares of Common Stock subject to any such
initial option grant in its sole discretion.
(b) ANNUAL OPTION GRANTS. An option to purchase shares of
Common Stock may be granted to each Eligible Director once each year on
the date of the Annual Meeting of the Stockholders of the Company (or
promptly thereafter, as determined by the Board); provided, such
Eligible Director continues to be an Eligible Director after such
Annual Meeting. Such option shall have a value equal to the Equity
Percentage of Total Director Compensation for such Eligible Director at
the time of the grant. From time to time, the Board will establish the
overall, base annual compensation level (excluding periodic meeting
fees and expense reimbursements) paid or payable to Eligible Directors
("TOTAL DIRECTOR COMPENSATION"). From time to time and in its
discretion, the Board may (i) establish a percentage of the Total
Director Compensation to be paid in option grants under the Plan to all
Eligible Directors, (ii) allow individual Eligible Directors to elect
to receive a percentage of their respective Total Director Compensation
in option grants under the Plan or (iii) establish a formula that is a
combination of the foregoing (as applicable to any specific Eligible
Director, an "EQUITY PERCENTAGE"). The value of such options shall be
determined by the Board on the basis of the Black-Scholes option
pricing model.
(c) EXERCISE PRICE. The purchase price per share of Common
Stock for which each option is exercisable shall be the fair market
value per share of Common Stock on the date the option is granted,
which shall be the closing price per share of the Common Stock as
generally reported by NASDAQ.
(d) VESTING, EXERCISABILITY AND TERM OF OPTIONS. Each option
granted under the Plan shall be fully vested and exercisable
immediately, and shall expire as provided in the written agreement
relating thereto (but in no event after ten (10) years from the date of
the grant), subject to earlier termination as provided below.
(e) TERMINATION OF SERVICE; DEATH. If any option holder's
service on the Board is terminated for any reason (other than such
option holder's death), then such option holder may not exercise
options granted under the Plan at any time after thirty (30) days
following such termination of service, and, in no event, after the
expiration date of the term of the option. If any option holder's
service on the Board is terminated as a result of the option holder's
death, then such option holder's legal representative may not exercise
options granted under the Plan at any time after one (1) year following
such termination of service, and, in no event, after the expiration
date of the term of the option.
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(f) PAYMENT. Options may be exercised only upon payment to the
Company in full of the purchase price of the shares of Common Stock to
be delivered. Such payment shall be made in cash or, if permitted in
the written option agreement, in Common Stock beneficially owned by the
option holder for at least six (6) months before the date of exercise
of the option ("MATURE COMMON STOCK") or in a combination of cash and
Mature Common Stock. The sum of the cash and the fair market value of
such Mature Common Stock shall be at least equal to the aggregate price
of the shares of Common Stock to be delivered.
(g) NON-ASSIGNABLE AND NON-TRANSFERABLE OPTIONS. All options
granted under the Plan shall be non-assignable and non-transferable
other than by will or the laws of descent and distribution, and shall
be exercisable during the option holder's lifetime only by the option
holder or the option holder's guardian or legal representative.
6. ADJUSTMENT PROVISIONS. If the Company shall at any time change the
number of issued shares of Common Stock without new consideration to the Company
(such as by stock dividends or stock splits), the total number of shares of
Common Stock reserved for issuance under the Plan shall be appropriately
adjusted, and the number of shares of Common Stock covered by each outstanding
option shall be appropriately adjusted so that the aggregate consideration
payable to the Company and the aggregate shares of Common Stock issuable under
each option shall not be changed. Written option agreements may also contain
provisions for their continuation or for other equitable adjustments after
changes in the Common Stock resulting from the Company's reorganization,
recapitalization, sale, merger, consolidation, issuance of stock rights or
warrants, or similar occurrence.
7. NO RIGHT TO CONTINUE AS A DIRECTOR; NO STOCKHOLDER RIGHTS FOR
OPTIONS. Neither the Plan, nor the granting of an option nor any other action
taken pursuant to the Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that the Eligible Director has a right to
continue as an Eligible Director for any period of time, or at any particular
rate of compensation. No Eligible Director shall have rights as a stockholder
with respect to shares of Common Stock covered by options granted hereunder
until the date of the issuance of a stock certificate therefor.
8. AMENDMENT; GOVERNING LAW. The Board may revise or amend the Plan in
any respect whatsoever; provided, that, without approval of the stockholders of
the Company, no revision or amendment shall (i) change the selection or
eligibility requirements under the Plan, (ii) increase the number of shares of
Common Stock that may be issued under the Plan or (iii) increase the amount or
type of benefits that may be granted under the Plan. By mutual agreement between
the Company and an option holder hereunder, options may be granted to such
option holder in substitution and exchange for, and in cancellation of, any
options previously granted under the Plan. No action authorized by this
paragraph shall reduce the amount of any existing option or change the terms and
conditions thereof without the option holder's consent. The validity,
construction and effect of the Plan shall be determined in accordance with the
laws of the State of Missouri.
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9. EFFECTIVE DATE, DURATION, SUSPENSION AND TERMINATION OF THE PLAN.
The Plan shall become effective immediately following approval by the
stockholders of the Company at the 2001 Annual Meeting of Stockholders. The
period during which option grants shall be made under the Plan shall terminate
on the day following the tenth anniversary of the 2001 Annual Meeting of
Stockholders (unless the Plan is extended or terminated at an earlier date by
stockholders); provided, (i) such termination shall not affect the terms of any
then outstanding option and (ii) the terms and conditions applicable to any
option granted within such period may thereafter be amended or modified by
mutual agreement between the Company and the option holder. The Board may
suspend or terminate the Plan at any time and for any reason.
[CERTIFICATION]
IN WITNESS WHEREOF, the undersigned hereby certifies that this
Insituform Technologies, Inc. 2001 Non-Employee Director Equity Incentive Plan
was adopted by the Board of Directors of the Company on March 19, 2001, and by
the stockholders of the Company at the Annual Meeting on May 10, 2001.
INSITUFORM TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ Thomas A. A. Cook
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Name: Thomas A. A. Cook
Title: Vice President and General Counsel
Date: July 16, 2001
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