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EXHIBIT 10.21
MLC MASTER STOCK INCENTIVE PLAN
(Amendment and Restatement of 1996 Stock Incentive Plan)
This MLC Master Stock Incentive Plan (the "Plan" or the "Master Stock
Incentive Plan") of MLC Holdings, Inc., a Delaware corporation (the "Company"),
is made effective as of May 14, 1997. The effective date of the Plan was
September 1, 1996, and the effective date of this Amendment and Restatement
shall be May 14, 1997, the date on which the Board adopted this Plan, subject
to approval by the Shareholders. No Options granted prior to Shareholder
approval of the Plan shall be exercisable unless and until the Shareholders of
the Company approve this Plan.
RECITALS
WHEREAS, the Company has established the 1996 Stock Incentive Plan, a
stock incentive program to provide an opportunity for directors, executive
officers, independent contractors, key employees, and rank and file employees
of the Company to participate in ownership of the Company;
WHEREAS, the Company desires that the Plan encompass a broad variety
of stock compensation alternatives to be governed and administered as
hereinafter provided; and
WHEREAS, the Company desires to increase the aggregate number of
shares allocated to the Plan and its component plans, and to add an employee
stock purchase program as a component plan, and to this end hereby amends,
restates, and renames the 1996 Stock Incentive Plan.
ARTICLE 1
STOCK PLANS
1.1 The Master Stock Incentive Plan shall be comprised of the
following independent plans, the terms of which are incorporated herein in
their entirety:
A. Amended and Restated Incentive Stock Option Plan;
B. Amended and Restated Nonqualified Stock Option Plan;
C. Amended and Restated Outside Director Stock Option
Plan;
D. MLC Employee Stock Purchase Plan; and
E. Such other restricted stock and performance-based
stock awards and programs as shall be establishedby
the Board of Directors of the Company.
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ARTICLE 2
ADMINISTRATION
2.1 The Master Stock Incentive Plan shall be administered by an
incentive stock plan committee (the "Committee") consisting of not less than
two (2) directors who shall each be "disinterested persons" as no member of the
Committee shall (i) be eligible to receive awards under the Master Stock
Incentive Plan, or (ii) owe more than 10% of the voting stock of the
corporation, or (iii) have been awarded or granted equity securities under the
Master Stock Incentive Plan or any other plan of the Company during the period
of one year prior to serving on the Committee except as may be permitted in the
SEC's Rule 16b-3. The Board may, from time to time, remove members from or add
members to the Committee. Vacancies in the Committee, however caused, shall be
filled by the Board. The Committee shall select one of its members chairman
and shall hold meetings at such times and places as it may determine. The
Committee may appoint a secretary and, subject to the provisions of the Master
Stock Incentive Plan and to policies determined by the Board, may make such
rules and regulations for the conduct of its business as it shall deem
advisable.
2.2 The Committee shall establish from time to time, subject to
the limitations of the Master Stock Incentive Plan as hereinafter set forth,
such rules and regulations, and amendments thereof, as it deems necessary to
comply with applicable law and regulation and for the proper administration of
the Master Stock Incentive Plan. Every decision and action of the Committee
shall be valid if approved by (i) a majority of the Committee members then in
office at a meeting, or (ii) all of the Committee members then in office by
unanimous written consent in lieu of meeting.
2.3 The Committee shall make all determinations as to the persons
(including officers and key employees) who in the opinion of the Committee
should receive awards. The Committee shall also designate the time or times at
which awards are granted, the number of options or other benefits which are to
be granted to each person, and the term and price of each option or other
benefit. No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Master Stock
Incentive Plan or any award.
2.4 Except for grants that are approved by a majority of the
disinterested members of the Stock Incentive Committee, no member of the Stock
Incentive Committee will be eligible to participate in the Master Stock
Incentive Plan.
ARTICLE 3
PARTICIPATION IN THE PLAN
3.1 Participation in the Plan shall be limited to those directors,
executive officers, independent contractors, key employees, and rank and file
employees who, from time to time, shall be designated by the Committee in
accordance with Section 2.3 hereof.
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ARTICLE 4
STOCK SUBJECT TO PLAN
4.1 There are reserved for issuance under the component stock
plans included within the Master Stock Incentive Plan, a number of shares of
the common stock of MLC Holdings, Inc. equal to twenty percent (20%) of the
total number of shares of Common Stock outstanding from time to time, as
determined immediately after giving pro forma effect to the assumed exercise of
all option or purchase rights under all of the component plans of the Master
Stock Incentive Plan ("Reserved Shares"). The Board of Directors may, in its
discretion reserve and allocate a portion of this aggregate number of shares
for issuance under one of the component plans of the Master Stock Incentive
Plan, otherwise such Reserves Shares shall be considered reserved for and
available under any of the component plans.
4.2 Proceeds of the purchase of Reserved Shares shall be used for
the general business purposes of the Company.
4.3 In the event of reorganization, recapitalization, stock split,
stock dividend, stock combination, merger, consolidation, acquisition of
property or stock, any change in the capital structure of MLC Holdings, Inc. or
similar changes in the common stock of MLC Holdings, Inc., the Committee shall
make such adjustments as may be appropriate in the number and kind of shares
reserved for purchase and in the number, kind and price of shares covered by
Options granted but not then exercised; provided, however, that any Options to
purchase fractional shares resulting from any such adjustment shall be
eliminated.
4.4 If the Company shall at any time merge or consolidate with or
into another corporation and (i) the Company is not the surviving entity, or
(ii) the Company is the surviving entity and the shareholders of the Company
are required to exchange their shares of Common Stock for property and/or
securities, the holder of each Option will thereafter receive, upon the
exercise thereof, the securities and/or property to which a holder of the
number of shares of Common Stock then deliverable upon the exercise of such
Option would have been entitled upon such merger or consolidation, and the
Company shall take such steps in connection with such merger or consolidation
as may be necessary to assure that the provisions of this Plan shall thereafter
be applicable, as nearly as reasonably may be, in relation to any securities or
property thereafter deliverable upon the exercise of such Option, provided,
however, that under no circumstance shall any Option exercise date be
accelerated in contemplation of such action. A sale of all or substantially
all the assets of the Company for consideration (apart from the assumption of
obligations) consisting primarily of securities shall be deemed a merger or
consolidation for the foregoing purposes.
The surviving entity following any reorganization may at any
time, in its sole discretion, tender substitute options as it may deem
appropriate. However, in no event may the substitute options entitle the
Participant to any fewer shares (or at any greater aggregate price) or any
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less other property than the Participant would be entitled to under the
immediately preceding paragraph upon an exercise of the Options held prior to
the substitution of the new option.
4.5 In the event of the proposed dissolution or liquidation of the
Company, the Options granted hereunder shall terminate as of a date to be fixed
by the Committee, provided that not less than thirty (30) days prior written
notice of the date so fixed shall be given to the Participant, and the
Participant shall have the right, during the period of thirty (30) days
preceding such termination, to exercise his Options.
ARTICLE 5
AMENDMENTS AND DISCONTINUANCE OF THE PLAN
5.1 The Committee shall have the right at any time and from time
to time to amend, suspend, or terminate the Plan provided that, except as
provided in Section 4.3, no such amendment, suspension, or termination shall
(i) revoke or alter the terms of any valid Option previously granted in
accordance with this Plan; (ii) increase the number of shares to be reserved
for issuance of Options; (iii) change the class of eligible employees to whom
Options may be granted under this Plan; (iv) extend the term of the Plan beyond
five (5) years or provide for options exercisable more than two (2) years after
the date granted; (v) permit any member of the Committee to be eligible as a
Participant; or (vi) otherwise materially modify the Plan, except as provided
herein or as necessary to comply with applicable law, without Shareholder
approval.
5.2 This Plan shall terminate at midnight on September 1, 2006.
Options outstanding at the termination of the Plan shall not be affected by
such termination.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 The Plan shall be construed, whenever possible, to be in
conformity with the requirements of all applicable federal law, including
without limitation the SEC's Rule 16b-3, as amended effective August 15, 1996.
To the extent not in conflict with the preceding sentence, the Plan shall be
construed, administered and governed in all respect under and by the laws of
the State of Delaware, except where preempted by federal law.
6.2 If any provision of the Plan is held invalid or unenforceable,
the invalidity or unenforceability shall not affect any other provisions and
the Plan shall be construed and enforced as if those provisions had not been
included.
6.3 This Plan shall be binding upon heirs, executors,
administrators, successors and assigns of all parties hereto, present and
future.
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6.4 The Plan shall not be deemed to constitute a contract between
any employee and the Company. Nothing in the Plan shall give any employee the
right to be retained in the employ of the Company, and all employees shall
remain subject to discharge, discipline or layoff to the same extent as if the
Plan had not been put into effect.
6.5 In addition to such other rights of indemnification as they
may have as directors or as members of the Committee, the members of the
Committee shall be indemnified by the Corporation against the reasonable
expenses, including attorney's fees actually and necessarily incurred in
connection with the defense of any action, suit, or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Corporation) or paid by them in satisfaction of a
judgment in any such action, suit, or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit, or proceeding that such
Committee member is liable for negligence or misconduct in performance of his
duties; provided that within 60 days after institution of any such action,
suit, or proceeding a Committee member shall in writing offer the Corporation
the opportunity, at its own expense, to handle and defend the same.
6.6 Any Option Agreement shall provide the employee shall upon
each exercise of a part or all of the option granted represent a warrant that
his purchase of stock pursuant to such option is for investment only, and not
with the view of distribution involving a public offering unless such shares
are provided for in such public offering or such shares are registered. At any
time the Board may waive the requirement of such provision and any option
agreement entered into under this Plan.
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