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EXHIBIT 10.1
THE L. E. MYERS CO. GROUP
1995 STOCK OPTION PLAN
1. STATEMENT OF PURPOSE. The purpose of this Stock Option Plan (the
"Plan") is to benefit The L. E. Myers Co. Group (the "Company") and its
subsidiaries through the maintenance and development of management by offering
certain present and future key individuals a favorable opportunity to become
holders of stock in the Company over a period of years, thereby giving them a
permanent stake in the growth and prosperity of the Company and encouraging
them to continue their involvement with the Company or its subsidiaries.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee") of the Board of Directors of the Company (the "Board"), consisting
of not less than two members of the Board who are not employees or officers of
the Company or any of its subsidiaries. Each member of the Committee shall be
appointed from time to time by the Board and shall serve at the pleasure of the
Board. Only "disinterested persons", as such term is defined in Section
16b-3(c)(2)(i) of the Securities Exchange Act of 1934 (as amended), shall serve
as members of the Committee. The Board of Directors may from time to time,
create a management subcommittee consisting of officers of the Company, and
delegate to such subcommittee the authority to grant options to non-officer
employees of the Company subject to subsequent ratification of the grants by
the Committee.
Subject to the terms of the Plan, the Committee shall have the authority,
in its sole discretion, (a) to determine the individuals to whom options are
granted under the Plan; (b) to determine the number of shares subject to each
option; (c) to determine the exercise price per share of each option (subject
to Section 5 of the Plan); (d) to determine the time or times when options are
granted; (d) to determine the time or times when, or conditions upon which,
each option becomes exercisable; (e) to accelerate the exercisability of any
option granted pursuant to the Plan including with respect to options held by
employees whose employment has been terminated by reason of death, permanent
disability or retirement; (f) to determine the term of each option (subject to
Section 6 of the Plan); (g) to prescribe the form or forms of agreements which
evidence options granted under the Plan; and (h) to interpret the Plan and to
adopt rules or regulations (consistent with the terms of the Plan) which, in
the Committee's opinion, may be necessary or advisable for the administration
of the Plan. Any action taken or decision made by the Committee in connection
with the administration and interpretation of the Plan shall, to the extent
permitted by law, be conclusive and binding upon grantees of options under the
Plan, including any transferee or assignee of any option granted under the Plan
or any person claiming rights under or through such optionee.
3. ELIGIBILITY. Options may be granted to key employees of the Company
and its subsidiaries selected initially and from time to time thereafter by the
Committee in its sole discretion on the basis of their importance to the
business of the Company or its subsidiaries.
4. GRANTING OF OPTIONS. Options may be granted under the Plan under
which a total of not in excess of 300,000 shares of common stock of the
Company, $1.00 par value, ("Common Stock") may be purchased from the Company,
subject to adjustment as provided in Section 10. Options granted under the
Plan will not be treated as incentive stock options as defined in Section 422A
of the Internal Revenue Code of 1986, as amended (the "Code").
In the event that an option expires or is terminated or canceled
unexercised as to any shares, such released shares may be made the subject of
options granted hereunder (including without limitation options granted in
substitution for canceled options). Shares subject to options may be made
available from unissued or reacquired shares of Common Stock.
5. OPTION EXERCISE PRICE. The option exercise price of each option shall
be determined by the Committee and, subject to the provisions of Section 10
hereof, shall be not less than 100% of the fair market value, at the time the
option is granted, of the shares of Common Stock subject to the option. Any
determination of the fair market value or of the method of computing fair
market value of a share of
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Common Stock made by the Committee pursuant to any provision of this Plan shall
be final, binding and conclusive on all parties.
6. DURATION OF OPTIONS, INCREMENTS, AND EXTENSIONS. (a) Subject to the
provisions of Paragraph 8, each option shall be for a term of not more than ten
years as shall be determined by the Committee at the date of the grant. The
Committee shall have the authority to determine with respect to each option the
time or times at which, or the conditions upon which, any option, or portions
thereof, shall become exercisable.
(b) The Committee, in its discretion, may accelerate the exercisability of
all or any portion of any option; or (ii) at any time prior to the expiration
or termination of any option previously granted, extend the term of any option
for such additional period as the Committee in its discretion shall determine,
except that the aggregate term of any such option, including the original term
of the option and any extensions thereof, shall in no event exceed ten years
from the date of the original grant.
7. EXERCISE OF OPTIONS. (a) An option may be exercised by giving
written notice to the Company, attention of the Secretary, specifying the
number of shares to be purchased, accompanied by the full purchase price for
the shares to be purchased in cash or by check, except that the Committee may
permit, in its discretion, the purchase price to be paid in any other manner,
including but not limited to, payment, in whole or in part, by the delivery to
the Company of shares of Common Stock in such manner as the Committee may
specify. Shares of the Common Stock delivered upon exercise of an option shall
be valued at their fair market value as of the close of business on the date
preceding the date of exercise as determined by the Committee.
(b) At the time of any exercise of any option, the Company may, if it
shall determine it necessary or desirable for any reason, require the optionee
(or his heirs, legatees, or legal representative, as the case may be) as a
condition upon the exercise thereof, to deliver to the Company a written
representation of present intention to purchase the shares for investment and
not for distribution. In the event such representation is required to be
delivered, an appropriate legend may be placed upon each certificate delivered
to the optionee upon his exercise of part or all of the option and a stop
transfer order may be placed with the transfer agent.
(c) Each option shall also be subject to the requirement that, if at any
time the Company determines, in its discretion, that the listing, registration
or qualification of the shares subject to the option upon any securities
exchange or under any state or federal law or approval of any regulatory body
is necessary or desirable as a condition of or in connection with, the issue or
purchase of shares thereunder, the option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.
(d) At the time of the exercise of any option, the Company may require, as
a condition of the exercise of such option, that the optionee pay to the
Company, in such manner and under such conditions as the Committee may specify,
an amount equal to the amount of the tax the Company may be required to
withhold as a result of the exercise of such option by the optionee.
8. EXERCISE AFTER TERMINATION OF EMPLOYMENT. (a) Any optionee whose
employment is terminated for any reason other than death, permanent disability,
or retirement may exercise his or her option to the extent exercisable at the
date of such termination at any time during its specified term prior to the
90th day after the date of such termination, provided, however, that if the
optionee's employment is terminated for cause such optionee's option shall
expire and all rights to purchase shares pursuant thereto shall terminate
immediately. Temporary absence from employment because of illness, vacation,
approved leaves of absence, and transfers of employment among the Company and
its subsidiaries, shall not be considered to terminate employment or to
interrupt continuous employment.
(b) In the event of termination of employment because of death,
permanent disability (as that term is defined in Section 22(e)(3) of the Code,
as now in effect or as subsequently amended) or retirement (as hereinafter
defined), the option may be exercised to the extent exercisable at the date of
such termination (or to the extent exercisability has been accelerated by the
Committee in its sole discretion) by the optionee or, if the optionee is not
living, by the optionee's heirs, legatees, or legal representative, as the case
may be, at any time during its specified term prior to the third anniversary of
the date of death,
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permanent disability or retirement (as hereinafter defined). Retirement as used
herein shall mean termination of employment (other than for death or
disability) at any date after (i) the employee reaches age 60 and (ii) the sum
of the terminated employee's age added to the number of years such employee was
employed by the Company or any of its subsidiaries is equal to or greater than
75.
(c) Notwithstanding the provisions of 8(a) and 8(b) above, the Committee
may specify other provisions in the form of agreement evidencing an option with
respect to the exercise of such option after the optionee's termination of
employment.
9. NON-TRANSFERABILITY OF OPTIONS. Except as provided below, no option
shall be transferable by the optionee otherwise than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986 (as amended), and each option
shall be exercisable during an optionee's lifetime only by such optionee.
Notwithstanding the above, the Committee may, in its discretion, grant an
option which would permit the optionee, at any time prior to his or her death,
to transfer or assign all or any portion of such option to: (i) his or her
spouse or lineal descendants or the spouse or spouses of his or her lineal
descendants; (ii) the trustee of a trust established for the benefit of his or
her spouse or lineal descendants or the spouse or spouses of his or her lineal
descendants; or (iii) a partnership whose only partners are the spouse and/or
lineal descendants and/or the spouse or spouses of the lineal descendants of
the optionee; provided that the form of agreement evidencing such option
specifically sets forth the transfer limitations, the optionee receives no
consideration from the transferee or assignee, and the transferee or assignee
is subject to all the conditions applicable to the option prior to the grant.
Any such transfer or assignment shall be evidenced by an appropriate written
document executed by the optionee and a copy of such document shall be
delivered to the Committee on or prior to the effective date of the transfer or
assignment.
10. ADJUSTMENT. (a) In the event that the Company's outstanding Common
Stock is changed by any stock dividend, stock split or combination of shares,
the number of shares subject to this Plan and to options under this Plan shall
be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification of
the Common Stock or in case of a consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of Common
Stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall determine that upon
exercise of options granted under the Plan after such capital reorganization,
reclassification, consolidation, merger or sale there shall be issuable upon
exercise of an option a kind and amount of shares of stock or other securities
or property (which may, as an example, be a fixed amount of cash equal to the
consideration paid to stockholders of the Company for shares transferred or
sold by them) which the holders of the Common Stock (immediately prior to the
time of such capital reorganization, reclassification, consolidation, merger or
sale) are entitled to receive in such transaction as in the judgement of the
Board of Directors is required to compensate equitably for the effect of such
event upon the exercise rights of the optionees. The above provisions of this
paragraph shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers and sales.
(c) In the event of any such adjustment the purchase price per share shall
be appropriately adjusted.
11. DIVIDEND EQUIVALENT PAYMENTS. The Committee, in its sole discretion,
may provide with respect any option granted under the Plan that, on each date
on which cash dividends are paid on shares of Common Stock the Company will pay
to the optionee holding such option an amount in cash equal to the amount of
the dividends that would have been paid to such optionee had the optionee owned
that number of shares of Common Stock for which such option is then currently
exercisable or for that number of shares for which such option was granted
regardless of whether or not such option is currently exercisable.
12. AMENDMENT OF PLAN. The Board may amend or discontinue the Plan at any
time. However, no such amendment or discontinuance shall change or impair any
option previously granted without the consent of the optionee, increase the
maximum number of shares which may be purchased by all optionees, change the
minimum purchase price, or permit granting of options to the members of the
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Committee.
13. CONTINUED EMPLOYMENT. Nothing contained in the Plan or in any option
granted pursuant thereto shall confer upon any optionee any right to continue
to be employed by the Company or any subsidiary of the Company, or interfere in
any way with the right of the Company or its subsidiaries to terminate such
optionee's employment at any time.
14. EFFECTIVE DATE. On March 22, 1995, the Plan as previously authorized
was approved, effective January 3, 1995, by the Board of Directors who directed
that the Plan be submitted to the stockholders of the Company for approval. If
the Plan is approved by the affirmative vote of the holders of a majority of
the shares of Common Stock of the Company voting in person or by proxy at a
duly held stockholders' meeting, the Plan shall be deemed to have become
effective on January 3, 1995. Options may be granted under the Plan prior to
approval by stockholders of the Company and, in each such case, the date of
grant shall be determined without reference to the date of approval of the Plan
by stockholders of the Company; provided, however, that if the Plan has not
been approved by stockholders at or prior to the 1995 annual meeting of
stockholders of the Company (or any adjournments thereof), then all options
granted hereunder shall be canceled and void.
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