Exhibit 10.4
CALGON CARBON CORPORATION
1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(AS AMENDED AND RESTATED AS OF JULY 24, 2000)
The purposes of the 1993 Non-Employee Directors' Stock Option
Plan (the "Plan") are to promote the long-term success of Calgon Carbon
Corporation (the "Company") by creating a long-term mutuality of interests
between the non-employee Directors and stockholders of the Company, to provide
an additional inducement for such Directors to remain with the Company and to
provide a means through which the Company may attract able persons to serve as
Directors of the Company.
SECTION 1
ADMINISTRATION
The Plan shall be administered by a Committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
and consisting of not less than two members of the Board. The Committee shall
keep records of action taken at its meetings. A majority of the Committee shall
constitute a quorum at any meeting, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by a majority of the Committee, shall be the acts of the Committee.
The Committee shall interpret the Plan and prescribe such
rules, regulations and procedures in connection with the operations of the Plan
as it shall deem to be necessary and advisable for the administration of the
Plan consistent with the purposes of the Plan. All questions of interpretation
and application of the Plan, or as to stock options granted under the Plan,
shall be subject to the determination of the Committee, which shall be final and
binding.
Notwithstanding the above, the selection of the Directors to
whom stock options are to be granted, the timing of such grants, the number of
shares subject to any stock option, the exercise price of any stock option, the
vesting or forfeiture of any stock option, the periods during which any stock
option may be exercised and the term of any stock option shall be as hereinafter
provided, and the Committee shall have no discretion as to such matters.
SECTION 2
SHARES AVAILABLE UNDER THE PLAN
The aggregate number of shares which may be issued or
delivered and as to which grants of stock options may be made under the Plan,
effective from the date of amendment and restatement of Plan, is 500,000 shares
of the Common Stock, $.01 par value, of the Company (the "Common Stock"),
subject to adjustment and substitution as set forth in Section 5. If any stock
option granted under the Plan is cancelled by mutual consent, is forfeited or
terminates or expires for any reason without having been exercised in full, the
number of shares subject thereto shall again be available for purposes of the
Plan. The shares which may be issued or delivered under the Plan may be either
authorized but unissued shares or reacquired shares or partly each, as shall be
determined from time to time by the Board.
SECTION 3
GRANT OF STOCK OPTIONS
On the first business day following the day of each annual
meeting of the stockholders of the Company, each person who is then a member of
the Board and who is not then an employee of the Company or any of its
subsidiaries (a "non-employee Director") shall automatically and without further
action by the Board or the Committee be granted a "nonstatutory stock option"
(i.e., a stock option which does not qualify under Sections 422 or 423 of the
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Internal Revenue Code of 1986 (the "Code")) to purchase the Calculated Number
(as defined below) of shares of Common Stock, subject to adjustment and
substitution as set forth in Section 5. As used herein, "Calculated Number"
shall mean the number of options for shares of Common Stock of the Company
having a then current option value of $25,000, calculated using the
Black-Scholes formula for option value (or such successor formula as may exist
from time to time), with such calculation being accomplished by or on behalf of
the Company on April 1 (or the next business day thereafter if April 1 is not a
business day) of each year for the next succeeding option grant. If the number
of shares then remaining available for the grant of stock options under the Plan
is not sufficient for each non-employee Director to be granted an option for the
number of shares to which such non-employee Director is entitled (or the number
of adjusted or substituted shares pursuant to Section 5), then each non-employee
Director shall be granted an option for a number of whole shares equal to the
number of shares then remaining times a percentage obtained by dividing the
number of option shares to which such non-employee Director is entitled by the
total number of option shares to be granted to all non-employee Directors at
such time, disregarding any fractions of a share.
On the day that each person who was not prior thereto a member
of the Board and who is not then an employee of the Company or any of its
subsidiaries is elected to the Board, other than such person being elected at an
Annual Meeting of the Company (the "Join Date"), such person shall automatically
and without further action by the Board be granted a nonstatutory stock option
to purchase a pro rata share of the last Calculated Number of shares of Common
Stock based upon the number of months from the Join Date until the anniversary
of the last Annual Meeting, rounded to the nearest 1,000 shares (and rounded
downward at 500 shares), subject to adjustment and substitution as set forth in
Section 5. As an example of the foregoing, for an Annual Meeting anniversary
date in April, with a new Director elected in July, such Director would be
entitled to 75% of the Calculated Amount (July is nine months before April), and
9 [divide] 12 = 75%.
SECTION 4
TERMS AND CONDITIONS OF STOCK OPTIONS
Stock options granted under the Plan shall be subject to the
following terms and conditions:
(A) The purchase price at which each stock option may be
exercised (the "option price") shall be one hundred percent (100%) of
the fair market value per share of the Common Stock on the date of the
grant of stock options pursuant to the Plan, determined as provided in
Section 4(G).
(B) The option price for each stock option shall be paid in
full upon exercise and shall be payable in cash in United States
dollars (including check, bank draft or money order), which may include
cash forwarded through a broker or other agent-sponsored exercise or
financing program; provided, however, that in lieu of such cash the
person
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exercising the stock option may pay the option price in whole or
in part by delivering to the Company shares of the Common Stock having
a fair market value on the date of exercise of the stock option,
determined as provided in Section 4(G), equal to the option price for
the shares being purchased; except that (i) any portion of the option
price representing a fraction of a share shall in any event be paid in
cash and (ii) no shares of the Common Stock which have been held for
less than one year may be delivered in payment of the option price of a
stock option. If the person exercising a stock option participates in a
broker or other agent-sponsored exercise or financing program, the
Company will cooperate with all reasonable procedures of the broker or
other agent to permit participation by the person exercising the stock
option in the exercise or financing program. Notwithstanding any
procedure of the broker or other agent-sponsored exercise or financing
program, if the option price is paid in cash, the exercise of the stock
option shall not be deemed to occur and no shares of the Common Stock
will be issued or delivered until the Company has received full payment
in cash (including check, bank draft or money order) for the option
price from the broker or other agent. The date of exercise of a stock
option shall be determined under procedures established by the
Committee, and as of the date of exercise the person exercising the
stock option shall be considered for all purposes to be the owner of
the shares with respect to which the stock option has been exercised.
Payment of the option price with shares shall not increase the number
of shares of the Common Stock which may be issued or delivered under
the Plan as provided in Section 2.
(C) Stock options granted hereunder shall vest and be
exercisable six months following the date of grant, except in the case
of death as provided in Section 4(E); provided, however, that the stock
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options granted in 1997 shall vest and be exercisable in accordance
with the Plan prior to its amendment and restatement. Subject to the
terms of Section 4(E) providing for earlier termination of a stock
option, no stock option shall be exercisable after the expiration of
ten years from the date of grant. A stock option to the extent
exercisable at any time may be exercised in whole or in part.
(D) No stock option shall be transferable by the grantee
otherwise than by Will, or if the grantee dies intestate, by the laws
of descent and distribution of the state of domicile of the grantee at
the time of death. All stock options shall be exercisable during the
lifetime of the grantee only by the grantee or the grantee's guardian
or legal representative.
(E) If a grantee ceases to be a Director of the Company, any
outstanding stock options held by the grantee shall vest and be
exercisable and shall terminate, according to the following provisions:
(i) If a grantee ceases to be a Director of the
Company for any reason other than resignation, removal for
cause or death, any then outstanding stock option held by such
grantee shall be exercisable by the grantee (but only to the
extent that such stock option is vested and exercisable by the
grantee immediately prior to ceasing to be a Director) at any
time prior to the expiration date of such stock option or
within one year after the date the grantee ceases to be a
Director, whichever is the shorter period;
(ii) If during his term of office as a Director a
grantee resigns from the Board or is removed from office for
cause, any then outstanding stock option held
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by such grantee shall be exercisable by the grantee (but only
to the extent that such stock option is vested and
exercisable by the grantee immediately prior to ceasing to be
a Director) at any time prior to the expiration date of such
stock option or within 90 days after the date of resignation
or removal, whichever is the shorter period;
(iii) Following the death of a grantee during service
as a Director of the Company, any outstanding stock option
held by the grantee at the time of death (whether or not
vested and exercisable by the grantee immediately prior to
death) shall vest and be exercisable by the person entitled to
do so under the Will of the grantee, or, if the grantee shall
fail to make testamentary disposition of the stock option or
shall die intestate, by the legal representative of the
grantee at any time prior to the expiration date of such stock
option or within one year after the date of death, whichever
is the shorter period;
(iv) Following the death of a grantee after ceasing
to be a Director (but only to the extent that such stock
option is vested and exercisable by the grantee immediately
prior to ceasing to be a Director), any outstanding stock
option held by the grantee at the time of death shall vest and
be exercisable by such person entitled to do so under the Will
of the grantee or by such legal representative at any time
prior to the expiration date of such stock option or within
one year after the date of death, whichever is the shorter
period.
(F) All stock options shall be confirmed by an agreement, or
an amendment thereto, which shall be executed on behalf of the Company
by the Chief Executive Officer (if other than the President), the
President or any Vice President and by the grantee.
(G) Fair market value of the Common Stock shall be the mean
between the following prices, as applicable, for the date as of which
fair market value is to be determined as quoted in The Wall Street
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Journal (or in such other reliable publication as the Committee, in its
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discretion, may determine to rely upon): (a) if the Common Stock is
listed on the New York Stock Exchange, the highest and lowest sales
prices per share of the Common Stock as quoted in the NYSE-Composite
Transactions listing for such date, (b) if the Common Stock is not
listed on such exchange, the highest and lowest sales prices per share
of Common Stock for such date on (or on any composite index including)
the principal United States securities exchange registered under the
Securities Exchange Act of 1934 (the "1934 Act") on which the Common
Stock is listed, or (c) if the Common Stock is not listed on any such
exchange, the highest and lowest sales prices per share of the Common
Stock for such date on the National Association of Securities Dealers
Automated Quotations System or any successor system then in use
("NASDAQ"). If there are no such sale price quotations for the date as
of which fair market value is to be determined but there are such sale
price quotations within a reasonable period both before and after such
date, then fair market value shall be determined by taking a weighted
average of the means between the highest and lowest sales prices per
share of the Common Stock as so quoted on the nearest date before and
the nearest date after the date as of which fair market value is to be
determined. The average should be weighted inversely by the respective
numbers of trading days between the selling dates and the date as of
which fair market value is to be determined. If there are no such sale
price quotations on or within a reasonable period both before and after
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the date as of which fair market value is to be determined, then fair
market value of the Common Stock shall be the mean between the bona
fide bid and asked prices per share of Common Stock as so quoted for
such date on NASDAQ, or if none, the weighted average of the means
between such bona fide bid and asked prices on the nearest trading date
before and the nearest trading date after the date as of which fair
market value is to be determined, if both such dates are within a
reasonable period. The average is to be determined in the manner
described above in this Section 4(G). If the fair market value of the
Common Stock cannot be determined on the basis previously set forth in
this Section 4(G) for the date as of which fair market value is to be
determined, the Committee shall in good faith determine the fair market
value of the Common Stock on such date. Fair market value shall be
determined without regard to any restriction other than a restriction
which, by its terms, will never lapse.
(H) The obligation of the Company to issue or deliver shares
of the Common Stock under the Plan shall be subject to (i) the
effectiveness of a registration statement under the Securities Act of
1933, as amended, with respect to such shares, if deemed necessary or
appropriate by counsel for the Company, (ii) the condition that the
shares shall have been listed (or authorized for listing upon official
notice of issuance) upon each stock exchange, if any, on which the
Common Stock shares may then be listed and (iii) all other applicable
laws, regulations, rules and orders which may then be in effect.
Subject to the foregoing provisions of this Section 4 and the
other provisions of the Plan, any stock option granted under the Plan may be
subject to such restrictions and other terms and conditions, if any, as shall be
determined, in its discretion, by the Committee and set forth in the agreement
referred to in Section 4(F), or an amendment thereto.
SECTION 5
ADJUSTMENT AND SUBSTITUTION OF SHARES
If a dividend or other distribution shall be declared upon the
Common Stock payable in shares of the Common Stock, the number of shares of the
Common Stock set forth in Section 3, the number of shares of the Common Stock
then subject to any outstanding stock options and the number of shares of the
Common Stock which may be issued or delivered under the Plan but are not then
subject to outstanding stock options shall be adjusted by adding thereto the
number of shares of the Common Stock which would have been distributable thereon
if such shares had been outstanding on the date fixed for determining the
stockholders entitled to receive such stock dividend or distribution.
If the outstanding shares of the Common Stock shall be changed
into or exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of the Common Stock set forth in Section 3, for each share of the Common
Stock subject to any then outstanding stock option, and for each share of the
Common Stock which may be issued or delivered under the Plan but which is not
then subject to any outstanding stock option, the number and kind of shares of
stock or other securities into which each outstanding share of the Common Stock
shall be so changed or for which each such share shall be exchangeable.
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In case of any adjustment or substitution as provided for in
this Section 5, the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.
No adjustment or substitution provided for in this Section 5
shall require the Company to issue or deliver or sell a fraction of a share or
other security. Accordingly, all fractional shares or other securities which
result from any such adjustment or substitution shall be eliminated and not
carried forward to any subsequent adjustment or substitution.
SECTION 6
EFFECT OF THE PLAN ON THE RIGHTS OF COMPANY AND STOCKHOLDERS
Nothing in the Plan, in any stock option granted under the
Plan, or in any stock option agreement shall confer any right to any person to
continue as a Director of the Company or interfere in any way with the rights of
the stockholders of the Company or the Board of Directors to elect and remove
Directors.
SECTION 7
AMENDMENT AND TERMINATION
The right to amend the Plan at any time and from time to time
and the right to terminate the Plan at any time are hereby specifically reserved
to the Board; provided always that no such termination shall terminate any
outstanding stock options granted under the Plan; and provided further that no
amendment of the Plan shall (a) be made without stockholder approval if
stockholder approval of the amendment is at the time required for stock options
under the Plan to qualify for the exemption from Section 16(b) of the 1934 Act
provided by Rule 16b-3 or by the rules of the NASDAQ National Market System or
any stock exchange on which the Common Stock may then be listed, (b) amend more
than once every six months the provisions of the Plan relating to the selection
of the Directors to whom stock options are to be granted, the timing of such
grants, the number of shares subject to any stock option, the exercise price of
any stock option, the periods during which any stock option may be exercised and
the term of any stock option other than to comport with changes in the Code or
the rules and regulations thereunder or (c) otherwise amend the Plan in any
manner that would cause stock options under the Plan not to qualify for the
exemption provided by Rule 16b-3. No amendment or termination of the Plan shall,
without the written consent of the holder of a stock option theretofore awarded
under the Plan, adversely affect the rights of such holder with respect thereto.
Notwithstanding anything contained in the preceding paragraph
or any other provision of the Plan or any stock option agreement, the Board
shall have the power to amend the Plan in any manner deemed necessary or
advisable for stock options granted under the Plan to qualify for the exemption
provided by Rule 16b-3 (or any successor rule relating to exemption from Section
16(b) of the 1934 Act), and any such amendment shall, to the extent deemed
necessary or advisable by the Board, be applicable to any outstanding stock
options theretofore granted under the Plan notwithstanding any contrary
provisions contained in any stock option agreement. In the event of any such
amendment to the Plan, the holder of any stock option
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outstanding under the Plan shall, upon request of the Committee and as a
condition to the exercisability of such option, execute a conforming amendment
in the form prescribed by the Committee to the stock option agreement referred
to in Section 4(F) within such reasonable time as the Committee shall specify
in such request.
SECTION 8
EFFECTIVE DATE AND DURATION OF PLAN
The effective date and date of adoption of the Plan shall be
February 11, 1993, the date of adoption of the Plan by the Board, such Plan
having been thereafter also approved by the stockholders of the Company, and the
effective date and date of adoption of the amendment and restatement of the Plan
shall be December 8, 1997, the date of adoption of the same by the Board. No
stock option may be granted under the Plan subsequent to December 31, 2005.
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