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EXHIBIT 10.1
NEMATRON CORPORATION
1993 STOCK OPTION PLAN
(as amended and restated March 1997)
1. PURPOSE. The purpose of the Plan is to promote the best interests of
the Company and its shareholders by encouraging Participants to acquire a
proprietary interest in the Company, thus identifying their interests with
those of its shareholders and encouraging the Participants to make greater
efforts on behalf of the Company.
2. ADMINISTRATION. (a) The selection of Participants in the Plan and
decisions concerning the timing, pricing and amount of any grant of options
under the Plan shall be made by the Committee. Except as provided in Section
13 of the Plan, the Committee shall interpret the Plan, prescribe, amend and
rescind rules and regulations relating to the Plan, and make all other
determinations necessary or advisable for its administration of the Plan. The
decision of the Committee on any question concerning the interpretation of the
Plan or any option granted under the Plan shall be final and binding upon all
Participants.
(b) The Committee may delegate to one or more officers or managers of the
Company or a committee of such officers or managers, the authority, subject to
such terms and limitations as the Committee shall determine, to grant options
to, or to cancel, modify, waive rights with respect to, alter, discontinue or
terminate options held by Participants who are not officers or directors of the
Company for purposes of Section 16 of the Exchange Act.
3. PARTICIPANTS. Participants in the Plan shall be such key Employees
(including, without limitation, Employees who are also Directors of the
Company) as the Committee may select from time to time. The Committee may
grant options to an individual upon the condition that the individual become an
Employee, provided that the option shall be deemed to be granted only on the
date the individual becomes an Employee.
4. STOCK. The stock subject to options under the Plan shall be the Common
Stock. The total amount of Common Stock on which options may be granted under
the Plan shall not exceed 950,000 shares, subject to adjustment in accordance
with Section 10. Shares subject to any unexercised portion of a terminated,
cancelled, forfeited or expired option granted under the Plan may again be
subjected to options under the Plan.
5. AWARD OF OPTIONS. Subject to the limitations set forth in the Plan,
the Committee from time to time may grant options to such Participants and for
such number of shares of Common Stock and upon such other terms (including,
without limitation, the exercise price and the times at which the option may be
exercised) as it shall designate; provided that all options granted under the
Plan shall vest immediately upon a Change in Control of the Company; and
provided further, that, during any two-year period, no salaried employee shall
receive options to purchase more than 200,000 shares of Common Stock. Each
option shall be evidenced by a stock option agreement in such form and
containing such provisions as the Committee shall deem appropriate, provided
that such terms shall not be inconsistent with the Plan. The Committee may
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designate any option granted as either an Incentive Stock Option or a
Nonqualified Stock Option, or the Committee may designate a portion of an option
as an Incentive Stock Option or a Nonqualified Stock Option. Any Participant
may hold more than one option under the Plan and any other stock option plan of
the Company. The date on which an option is granted shall be the date of the
Committee's authorization of the option or such later date as shall be
determined by the Committee at the time the option is authorized.
Incentive Stock Options. Any option intended to constitute an Incentive
Stock Option shall comply with the following requirements in addition to the
other requirements of the Plan: (a) the exercise price per share for each
Incentive Stock Option granted under the Plan shall not be less than the Fair
Market Value per share of Common Stock on the date the option is granted;
provided that no Incentive Stock Option shall be granted to any Participant who
owns (within the meaning of Section 424(d) of the Code) stock of the Company or
any Parent or Subsidiary possessing more than 10% of the total combined voting
power of all classes of stock of such Company, Parent or Subsidiary unless, at
the date of grant of an option to such Participant, the exercise price for the
option is at least 110% of the Fair Market Value of the shares subject to option
and the option, by its terms, is not exercisable more than five years after the
date of grant; (b) the aggregate Fair Market Value of the underlying Common
Stock at the time of grant as to which Incentive Stock Options under the Plan
(or a plan of a Parent or Subsidiary) may first be exercised by a Participant in
any calendar year shall not exceed $100,000 (to the extent that an option
intended to constitute an Incentive Stock Option shall exceed the $100,000
limitation, the portion of the option that exceeds such limitation shall be
deemed to constitute a Nonqualified Stock Option); and (c) an Incentive Stock
Option shall not be exercisable after the tenth anniversary of the date of grant
or such lesser period as the Committee may specify from time to time.
Nonqualified Stock Options. A Nonqualified Stock Option shall not be
exercisable after the tenth anniversary of the date of grant, or such lesser
period as the Committee shall determine. The exercise price per share of a
Nonqualified Stock Option shall not be less than the Fair Market Value per share
of the Common Stock on the date of grant.
6. EXERCISE; PAYMENT FOR SHARES. A Participant may exercise an option, to
the extent an option is exercisable, by delivering written notice of exercise
to the Company and tendering payment for the shares being purchased. The
purchase price for shares of Common Stock to be acquired upon exercise of an
option granted hereunder shall be paid in full, at the time of exercise, in any
of the following ways: (a) in cash, (b) by certified check, bank draft or money
order, (c) by tendering to the Company shares of Common Stock then owned by the
Participant, duly endorsed for transfer or with duly executed stock power
attached, which shares shall be valued at their Fair Market Value as of the
date of such exercise and payment or (d) by delivery to the Company of a
properly executed exercise notice, acceptable to the Company, together with
irrevocable instructions to the Participant's broker to deliver to the Company
a sufficient amount of cash to pay the exercise price and any applicable income
and employment withholding taxes, in
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accordance with a written agreement between the Company and the brokerage firm
("Cashless Exercise") if, at the time of exercise, the Company has entered into
such an agreement.
7. WITHHOLDING TAXES. The Company shall have the right to withhold from a
Participant's compensation or require a Participant to remit sufficient funds to
satisfy applicable withholding for income and employment taxes upon the exercise
of an option.
8. NON-ASSIGNABILITY. No option shall be transferable by a Participant
except by will or the laws of descent and distribution or, in the case of a
Nonqualified Stock Option, pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder. During the lifetime of a Participant, an option shall
be exercised only by the Participant. No transfer of an option shall be
effective to bind the Company unless the Company shall have been furnished with
written notice thereof and such evidence as the Company may deem necessary to
establish the validity of the transfer and the acceptance by the transferee of
the terms and conditions of the option.
9. TERMINATION OF EMPLOYMENT. Unless otherwise provided in the stock
option agreement relating to a particular option: (a) if, prior to the date that
such option shall first become exercisable, the Participant's Employment shall
be terminated, with or without cause, or by the act, death, Disability, or
retirement of the Participant, the Participant's right to exercise the option
shall terminate and all rights thereunder shall cease; and (b) if, on or after
the date that such option shall first become exercisable, a Participant's
Employment shall be terminated for any reason other than death or Disability,
the Participant shall have the right, prior to the earlier of (i) the expiration
of the option or (ii) the day which is three months after such termination of
Employment, to exercise the option to the extent that it was exercisable and is
unexercised on the date of such termination of Employment, subject to any other
limitation on the exercise of the option in effect at the date of exercise; and
(c) if, on or after the date that such option shall have become exercisable, the
Participant shall die or become Disabled while an Employee or while such option
remains exercisable, the Participant or the executor or administrator of the
estate of the Participant (as the case may be), or the person or persons to whom
the option shall have been transferred by will or by the laws of descent and
distribution, shall have the right, prior to the earlier of (i) the expiration
of the option or (ii) the day which is one year after the date of the
Participant's death or termination due to such Disability to exercise the option
to the extent that it was exercisable and unexercised on the date of death,
subject to any other limitation on exercise in effect at the date of exercise.
The transfer of an Employee from one corporation to another among the
Company, any Parent and any Subsidiary, or a leave of absence with the written
consent of the Company, shall not constitute a termination of Employment for
purposes of the Plan.
10. ADJUSTMENTS. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Common Stock, other
securities, or other
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property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Common Stock or other securities of the Company, issuance of warrants or
other rights to purchase Common Stock or other securities of the Company, or
other similar corporate transaction or event affects the Common Stock such that
an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (a) the number and type of shares of
Common Stock or other securities which thereafter may be made the subject of
options, (b) the number and type of shares of Common Stock or other securities
subject to outstanding options, and (c) the exercise price with respect to any
option, or, if deemed appropriate, make provision for a cash payment to the
holder of an outstanding option; provided, however, in each case, that with
respect to Incentive Stock Options no such adjustment shall be authorized to the
extent that such authority would cause the Plan to violate Section 422 of the
Code or any successor provision thereto; and provided further, however, that the
number of shares of Common Stock subject to any option shall always be a whole
number. In the event of a Change of Control, all outstanding options under the
Plan immediately shall become exercisable in full.
12. RIGHTS PRIOR TO ISSUANCE OF SHARES. No Participant shall have any
rights as a shareholder with respect to any shares covered by an option until
the issuance of a stock certificate to the Participant for such shares. No
adjustment shall be made for dividends or other rights with respect to such
shares for which the record date is prior to the date such certificate is
issued.
13. TERMINATION AND AMENDMENT. The Board of Directors may terminate the
Plan, or the granting of options under the Plan, at any time. No Incentive
Stock Option shall be granted under the Plan after September 15, 2002.
Termination of the Plan shall not affect the rights of the holders of any
options previously granted.
The Board of Directors may amend or modify the Plan at any time and from
time to time. No amendment, modification, or termination of the Plan shall in
any manner affect any option granted under the Plan without the consent of the
Participant holding the option.
14. APPROVAL OF PLAN. The Plan shall be subject to the approval of the
holders of at least a majority of the shares of Common Stock of the Company
present and entitled to vote at a meeting of shareholders of the Company held
within 12 months after adoption of the Plan by the Board (or acting by consent
in lieu of a meeting). No option granted under the Plan may be exercised in
whole or in part until the Plan has been approved by the shareholders as
provided herein. If not approved by shareholders within such 12-month period,
the Plan and any options granted hereunder shall become void and of no effect.
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15. EFFECT ON EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any option pursuant to it shall be deemed to create any right in any
individual to be retained as an Employee.
16. USE OF PROCEEDS. The proceeds received from the sale of Common Stock
pursuant to exercises of options granted under the Plan will be used for general
corporate purposes of the Company.
17. CERTAIN DEFINITIONS.
A "Change in Control" shall mean a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or
not the Company is then subject to such reporting requirement; provided that,
without limitation, a Change in Control shall be deemed to have occurred if (i)
any individual, partnership, firm, corporation, association, trust,
unincorporated organization or other entity (other than a Subsidiary or an
employee benefit plan or employee benefit plan trust maintained by the Company
or a Subsidiary), or any syndicate or group deemed to be a person under Section
14(d)(2) of the Exchange Act, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities entitled to vote in the election of
directors of the Company, provided that a person shall not be deemed to
beneficially own shares solely because such person has the right to vote such
shares pursuant to a revocable proxy or proxies given in response to a public
solicitation made in accordance with the applicable rules promulgated under the
Exchange Act; (ii) consummation of any merger or consolidation with respect to
which the Company or any Parent is a constituent corporation (other than a
transaction for the purpose of changing the Company's corporate domicile), any
liquidation or dissolution of the Company or any sale of all or substantially
all of the Company's assets; and (iii) a change in the identity of a majority of
the members of the Company's Board of Directors within any twelve-month period,
which change or changes are not recommended by the incumbent directors
immediately prior to any such change or changes.
The "Code" is the Internal Revenue Code of 1986, as amended.
The "Committee" is a committee of two or more directors of the Company,
each of whom is a "non-employee director" as defined in Rule 16b-3 under the
Exchange Act.
The "Common Stock" is the common stock of the Company.
The "Company" is Nematron Corporation, a Michigan corporation.
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"Disabled" or "Disability" means permanently disabled as defined in
Section 22(e)(3) of the Code.
"Employee" means an individual with an "employment relationship" with the
Company, or any Parent or Subsidiary, as defined in Regulation 1.421-7(h)
promulgated under the Code, and shall include, without limitation, employees who
are directors of the Company, or any Parent or Subsidiary.
"Employment" means the state of being an Employee.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" shall mean the average of the high and low sale prices
per share of the Common Stock reported in the Wall Street Journal (or if high
and low sale prices are not reported, the last sale price reported in the Wall
Street Journal or, if the last sale price is not reported, the last bid price
per share reported in the Wall Street Journal) for the last preceding day on
which the Common Stock was traded prior to the date with respect to which the
fair market value is to be determined, as determined by the Committee in its
sole discretion.
An "Incentive Stock Option" is an option intended to meet the requirements
of Section 422 of the Code.
A "Nonqualified Stock Option" is an option granted under the Plan other
than an Incentive Stock Option.
"Parent" means any "parent corporation" of the Company as defined in
Section 424(e) of the Code.
"Participant" is defined in Section 3.
The "Plan" is the 1993 Stock Option Plan.
"Subsidiary" means any "subsidiary corporation" of the Company as defined
in Section 424(f) of the Code.
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