EXHIBIT 10(b)(4)
GENTEX CORPORATION
2002 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(ADOPTED MARCH 6, 2002)
PART I: PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose. The purpose of this 2002 Nonemployee Director Stock Option
Plan (the "Plan") of Gentex Corporation (the "Company") is to make service on
the Board of Directors of the Company (the "Board") more attractive to present
and prospective outside directors of the Company, as the continued services of
qualified outside directors are considered essential to the Company's sustained
progress, and to provide additional incentive for such directors to direct the
Company effectively by offering them a greater interest in the continued success
of the Company through stock ownership. The Plan is also intended to encourage
stock ownership by outside directors of the Company.
1.2 Administration. The Plan shall be administered by the Board. Grants
of stock options under the Plan ("Options") and the amount and nature of the
Options to be granted shall be automatic as described in Sections 1.3 and 2.2.
The Board shall have the power to determine all questions arising under the Plan
and to adopt and amend such rules and regulations for the administration of the
Plan as it may deem desirable.
1.3 Stock Subject to the Plan.
(A) Class. The stock which is to be made the subject of
Options granted under the Plan shall be the Company's authorized common stock,
par value $.06 per share ("Common Stock"). Shares shall be supplied to satisfy
the requirements of Options granted under the Plan out of authorized but
unissued shares.
(B) Aggregate Amount.
(1) The total number of shares issuable under the
Plan shall not exceed 500,000 shares (subject to adjustment as provided in
Section 3.4).
(2) If any outstanding Option under the Plan expires
or is terminated for any reason, then the Common Stock allocable to the
unexercised or surrendered portion of such Option shall not be charged against
the limitation of Section 1.3(B)(1) above, and may again become the subject of a
Option granted under the Plan.
1.4 Eligibility; Grant of Options. Only directors who are not common
law or contractual employees of the Company or any of its subsidiaries (a
"Nonemployee Director") shall be eligible to receive Options under this Plan.
Effective as of the date of each annual meeting of the shareholders of the
Company, each Nonemployee Director who is newly elected or continues in office
as a director subsequent to that meeting, shall be granted an Option to acquire
six thousand (6,000) shares. Any Nonemployee Director who is elected as a
director by the Board shall be granted an Option to acquire that number of
shares that is equal to six thousand (6,000) shares multiplied by a fraction
that is equal to three hundred sixty-five (365), minus the number of days that
have elapsed since the last annual meeting of shareholders, and dividing that
difference by three hundred sixty-five (365); the result shall be rounded to the
nearest whole share. Any Nonemployee Director who receives Options pursuant to
this Plan may be referred to herein as "Optionee."
PART II: OPTIONS AND RIGHTS
2.1 Nonstatutory Stock Options. All Options granted under the Plan
shall be nonstatutory options, not entitled to special tax treatment under
Section 422 of the Internal Revenue Code of 1986, as amended.
2.2 Terms, Conditions, and Form of Options. Each Option granted
under this Plan shall be evidenced by a written agreement in such form and
containing such terms as the Board shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions:
(A) Transferability of Options. Options may not be sold,
pledged, assigned, or transferred in any manner otherwise than by will or the
laws of descent and distribution to the extent provided in Section 2.2(D),
except that the Board may authorize the grant or amendment of Options so as to
permit transfer to the Optionee's spouse and/or the Optionee's descendants or to
a trust created primarily for the benefit of the Optionee, the Optionee's spouse
and/or the Optionee's descendants ("Authorized Transferee"), provided the
Optionee satisfies such conditions to the transfer as may be required by the
Board. The agreement pursuant to which a transferable Option is granted shall
expressly set forth the transfer rights and limitations, prohibit payment of any
consideration by the Authorized Transferee to the original Optionee, prohibit
any further transfer of the Option and provide that the Authorized Transferee
shall succeed to all rights and benefits (except any right to further transfer
of the Option) and be subject to all obligations, conditions, and limitations
applicable to the original Optionee. However, such rights and benefits (except
any right to further transfer of the Option) and obligations, conditions, and
limitations shall be determined as if the original Optionee continued to hold
the Option, whereby provisions of this Plan dealing with death of an Optionee
will continue to refer to the original Optionee regardless of whether the Option
has been transferred to an Authorized Transferee. Options may be exercised
during the lifetime of the original Optionee only by the original Optionee or an
Authorized Transferee. After the Optionee's death, the Option shall be
exercisable only to the extent provided in Section 2.2(D).
(B) Period of Option. Options shall terminate upon the
expiration of ten (10) years from the date upon which such Options were granted,
or at such earlier date as may be established in the option agreement (subject
to prior termination as hereinafter provided).
(C) Exercise of Option. Options may be exercised, in full or
in part, only by giving written notice to the Company, stating the number of
shares of Common Stock with respect to which the Option is being exercised,
accompanied by payment in full for such shares, which payment may be in whole or
in part in shares of the Common Stock of the Company valued at fair market value
as computed under Section 2.3 below; provided, however, that (i) there shall be
no such exercise at any one time as to fewer than three thousand (3,000) shares,
unless fewer than three thousand shares (3,000) remain to be purchased under the
Option being exercised; (ii) Options may not be exercised for a period of six
(6) months after the date of grant, (iii) Options may be exercised only during
periods beginning on the second (2nd) business day following the date on which
the Company releases for publication its annual or quarterly
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financial reports and ending on the twelfth (12th) business day following that
date, and (iv) all or any portion of Options granted that remain unexercised at
the time the Optionee's status as a director of the Company terminates for any
reason other than death, shall automatically expire ninety (90) days after the
date of such termination and be of no further force or effect.
(D) Death of Optionee and Transfer of Options. In the event of an
Optionee's death, Options may be exercised, to the same extent exercisable by
the Optionee at the date of death, at any time prior to the earlier of the
specified expiration date or the first anniversary of the Optionee's death, by
any of the following persons: (i) personal representatives of the estate of the
Optionee; (ii) any person or persons who shall have acquired the Option directly
from the Optionee by bequest or inheritance; (iii) any person designated to
exercise the Option by means of a specific written designation executed by the
Optionee and filed with the Company prior to the Optionee's death; or (iv) an
Authorized Transferee. No Options, unless granted pursuant to an agreement
specifically permitting transfer as described in Section 2.2(A), shall be
transferable by an Optionee otherwise than by will or by the laws of descent and
distribution of the state of the Optionee's domicile; provided, however, than an
Optionee may execute and file a notice of designation as provided for in (iii)
above.
2.3 Option Price. The Option exercise price for an Option granted
under the Plan shall be the fair market value of the shares of Common Stock
covered by the Option at the time the Option is granted. For purposes of this
Plan, the fair market value of a share of Common Stock shall be equal to the
last reported sale price per share of Common Stock on the date of grant or, if
that date is not a trading date, then the trading date immediately preceding the
date of the grant, or if there is no reported sale, the mean between the highest
closing bid and closing asked price, as quoted on the Nasdaq Stock Market.
PART III. GENERAL PROVISIONS
3.1 Assignability. The rights and benefits under this Plan shall
not be assignable or transferable by an Optionee, and during the lifetime of the
Optionee Options granted under the Plan shall be exercisable only by him or her,
except as otherwise expressly provided in Section 2.2 of this Plan.
3.2 Time for Granting Options. No Options may be granted under
this Plan after the day prior to the tenth (10th) annual meeting following the
date the Plan was approved by the shareholders of the Company (i.e., May 9,
2012).
3.3 Limitation of Rights.
(A) No Right to Continue as a Director. 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 Company will retain a director for any period of time, or at any
particular rate of compensation.
(B) No Shareholders' Rights for Options. An Optionee shall have
no rights as a shareholder with respect to the shares covered by Option(s) until
the date of the issuance to him or her of a stock certificate therefor, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such certificate is issued.
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3.4 Adjustments to Stock. In the event any change is made to the
Common Stock subject to the Plan or subject to any outstanding Option(s) granted
under the Plan (whether by reason of merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination of shares, exchange
of shares, change in corporate structure, or otherwise), then appropriate
adjustments shall be made to the maximum number of shares subject to the Plan
and the number of shares and price per share of stock subject to outstanding
Option(s). The Board's determination of any such adjustments shall be final,
binding, and conclusive with respect to all Optionees.
3.5 Effective Date of the Plan. This Plan shall take effect on the
date of approval by the shareholders of the Company, and shall be applicable to
all incumbent directors as of that date. The approval of the Plan by the
shareholders of the Company shall terminate the Gentex Corporation Nonemployee
Director Stock Option Plan (As Amended And Restated Effective March 7, 1997)
effective as of the day before approval of the Plan and no further options will
be issuable under that plan.
3.6 Amendment of the Plan. The Board of the Company may suspend or
discontinue the Plan or revise or amend it in any respect whatsoever; provided,
however, that without approval of the shareholders no revision or amendment
shall change the number of shares subject to the Plan (except as provided in
Section 3.4), change the designation of the class of directors eligible to
receive Options, materially increase the benefits accruing to participants under
the Plan or alter or impair any rights or obligations of any Option previously
granted with out the consent of the Optionee holding such Option.
3.7 Governing Law. The Plan and all determinations made and actions
taken pursuant hereto shall be governed by and interpreted and construed in
accordance with the laws and in the courts of the state of Michigan, without
regard to its conflicts of laws principles.
3.8 Expenses of the Plan. All costs and expenses of the adoption
and administration of the Plan shall be borne by the Company.
CERTIFICATION
The foregoing Plan was adopted by the Board of the Company on March 6,
2002.
/s/ Connie Hamblin
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Connie Hamblin, Secretary
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