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EXHIBIT 10.1
ASSOCIATED MATERIALS INCORPORATED
AMENDED AND RESTATED
1994 STOCK INCENTIVE PLAN
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ASSOCIATED MATERIALS INCORPORATED
AMENDED AND RESTATED
1994 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
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1. Purpose................................................................. 1
2. Definitions............................................................. 1
3. Shares Available under the Plan......................................... 2
4. Option Rights........................................................... 3
5. Restricted Shares....................................................... 4
6. Deferred Shares......................................................... 5
7. Transferability......................................................... 5
8. Adjustments............................................................. 6
9. Fractional Shares....................................................... 6
10. Withholding Taxes....................................................... 6
11. Certain Terminations of Employment or Consulting
Services, Hardship and Approved Leaves of Absence....................... 7
12. Administration of the Plan ............................................. 7
13. Foreign Employees....................................................... 7
14. Amendments and Other Matters............................................ 7
15. Options Issued Pursuant to Other Plans or Agreements.................... 8
16. Termination of the Plan................................................. 8
</Table>
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ASSOCIATED MATERIALS INCORPORATED
AMENDED AND RESTATED
1994 STOCK INCENTIVE PLAN
1. Purpose. The purpose of this Associated Materials Incorporated
Amended and Restated 1994 Stock Incentive Plan is to attract and retain
directors and officers and other salaried employees of and consultants to
Associated Materials Incorporated, a Delaware corporation and its Subsidiaries
and to provide such persons with incentives and rewards for superior
performance.
2. Definitions. As used in this Plan,
"Board" means the Board of Directors of the Corporation and, to the
extent of any delegation by the Board to a committee thereof pursuant to Section
12 of this Plan, such committee.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Common Shares" means (i) shares of the Common Stock, $.0025 par value
per share, of the Corporation and (ii) any security into which Common Shares may
be converted by reason of any transaction or event of the type referred to in
Section 8 of this Plan.
"Corporation" means Associated Materials Incorporated, a Delaware
corporation.
"Date of Grant" means the date specified by the Board on which a grant
of Option Rights or a grant or sale of Restricted Shares or Deferred Shares
shall become effective, which shall not be earlier than the date on which the
Board takes action with respect thereto.
"Deferral Period" means the period of time during which Deferred Shares
are subject to deferral limitations under Section 6 of this Plan.
"Deferred Shares" means an award pursuant to Section 6 of this Plan of
the right to receive Common Shares at the end of a specified Deferral Period.
"Incentive Stock Option" means an Option Right that is intended to
qualify as an "incentive stock option" under Section 422 of the Code or any
successor provision thereto.
"Market Value per Share" means the fair market value of the Common
Shares as determined by the Board from time to time.
"Optionee" means the person so designated in an agreement evidencing an
outstanding Option Right.
"Option Price" means the purchase price payable upon the exercise of an
Option Right.
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"Option Right" means the right to purchase Common Shares from the
Corporation upon the exercise of an option granted pursuant to Section 4 of this
Plan.
"Participant" means a person who is selected by the Board to receive
benefits under this Plan and (i) is at that time an officer, including without
limitation an officer who may also be a member of the Board, or other salaried
employee of or a consultant to the Corporation or any Subsidiary, (ii) any
member of the Board, or (iii) has agreed to commence serving in any such
capacity.
"Plan" means this Associated Materials Incorporated Amended and
Restated 1994 Stock Incentive Plan.
"Restricted Shares" means Common Shares as to which neither the
substantial risk of forfeiture nor the restrictions on transfer referred to in
Section 5 hereof has expired.
"Subsidiary" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest; provided, however, for purposes
of determining whether any person may be a Participant for purposes of any grant
of Incentive Stock Options, "Subsidiary" means any corporation in which the
Corporation owns or controls directly or indirectly at least 50 percent of the
total combined voting power represented by all classes of stock issued by such
corporation at the time of the grant.
3. Shares Available under the Plan. (a) Subject to adjustment as
provided in Section 8 of this Plan, the number of Common Shares issued or
transferred and covered by outstanding awards granted under this Plan shall not
in the aggregate exceed 1,200,000 Common Shares, which may be Common Shares of
original issuance or Common Shares held in treasury or a combination thereof.
For the purposes of this Section 3(a):
(i) Upon payment in cash of the benefit provided by any award
granted under this Plan, any Common Shares that were covered by that award shall
again be available for issuance or transfer hereunder.
(ii) Common Shares covered by any award granted under this
Plan shall be deemed to have been issued or transferred, and shall cease to be
available for future issuance or transfer in respect of any other award granted
hereunder, at the earlier of the time when they are actually issued or
transferred or the time when dividends or dividend equivalents are paid thereon;
provided, however, that Restricted Shares shall be deemed to have been issued or
transferred at the earlier of the time when they cease to be subject to a
substantial risk of forfeiture or the time when dividends are paid thereon.
(b) Notwithstanding anything to the contrary contained in this Plan,
including without limitation Section 3(a) hereof, the aggregate number of Common
Shares actually issued or transferred by the Corporation upon the exercise of
the Incentive Stock Options shall not exceed 1,200,000 Common Shares.
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4. Option Rights. The Board may from time to time authorize grants to
Participants of options to purchase Common Shares upon such terms and conditions
as the Board may determine in accordance with the following provisions:
(a) Each grant shall specify the number of Common Shares to
which it pertains.
(b) Except for any options to purchase Common Shares issued in
accordance with Section 15 below, each grant shall specify an Option Price per
Common Share, which shall be equal to or greater than the Market Value per Share
on the Date of Grant.
(c) Each grant shall specify the form of consideration to be
paid in satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check or
other cash equivalent acceptable to the Corporation, (ii) nonforfeitable,
unrestricted Common Shares, which are already owned by the Optionee and have a
value at the time of exercise that is equal to the Option Price, (iii) any other
legal consideration that the Board may deem appropriate, including without
limitation any form of consideration authorized under Section 4(d) below, on
such basis as the Board may determine in accordance with this Plan and (iv) any
combination of the foregoing.
(d) On or after the Date of Grant of any Option Right (other
than an Incentive Stock Option), the Board may determine that payment of the
Option Price may also be made in whole or in part in the form of Restricted
Shares or other Common Shares that are subject to risk of forfeiture or
restrictions on transfer. Unless otherwise determined by the Board on or after
the Date of Grant, whenever any Option Price is paid in whole or in part by
means of any of the forms of consideration specified in this Section 4(d), the
Common Shares received by the Optionee upon the exercise of the Nonqualified
Option shall be subject to the same risks of forfeiture or restrictions on
transfer as those that applied to the consideration surrendered by the Optionee;
provided, however, that such risks of forfeiture and restrictions on transfer
shall apply only to the same number of Common Shares received by the Optionee as
applied to the forfeitable or restricted Common Shares surrendered by the
Optionee.
(e) Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a broker of some or all of the Common
Shares to which the exercise relates.
(f) Successive grants may be made to the same Participant
regardless of whether any Option Rights previously granted to the Participant
remain unexercised.
(g) Each grant shall specify the period or periods of
continuous employment, or continuous engagement of the consulting services, of
the Optionee by the Corporation or any Subsidiary that are necessary before the
Option Rights or installments thereof shall become exercisable, and any grant
may provide for the earlier exercise of the Option Rights in the event of a
change in control of the Corporation or other similar transaction or event.
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(h) Option Rights granted pursuant to this Section 4 may be
(i) options, including, without limitation, Incentive Stock Options, that are
intended to qualify under particular provisions of the Code, (ii) options that
are not intended so to qualify, or (iii) combinations of the foregoing.
(i) On or after the Date of Grant of any Option Rights (other
than Incentive Stock Options), the Board may provide for the payment to the
Optionee of dividend equivalents thereon in cash or Common Shares on a current,
deferred or contingent basis, or the Board may provide that any dividend
equivalents shall be credited against the Option Price.
(j) No Option Right granted pursuant to this Section 4 may be
exercised more than 10 years from the Date of Grant.
(k) Each grant shall be evidenced by an agreement, in the form
the Board may approve consistent with this Plan, which shall be executed on
behalf of the Corporation by any officer thereof and delivered to and accepted
by the Optionee.
5. Restricted Shares. The Board may also authorize grants or sales to
Participants of Restricted Shares upon such terms and conditions as the Board
may determine in accordance with the following provisions:
(a) Each grant or sale shall constitute an immediate transfer
of the ownership of Common Shares to the Participant in consideration of the
performance of services, entitling such Participant to dividend, voting and
other ownership rights, subject to the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.
(b) Each grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by the
Participant that is less than the Market Value per Share on the Date of Grant.
(c) Each grant or sale shall provide that the Restricted
Shares covered thereby shall be subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code for a period to be determined by
the Board on the Date of Grant, and any grant or sale may provide for the
earlier termination of such period in the event of a change in control of the
Corporation or other similar transaction or event.
(d) Each grant or sale shall provide that, during the period
for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be prohibited or restricted in
the manner and to the extent prescribed by the Board on the Date of Grant. Such
restrictions may include without limitation rights of repurchase or first
refusal in the Corporation or provisions subjecting the Restricted Shares to a
continuing substantial risk of forfeiture in the hands of any transferee.
(e) Any grant or sale may require that any or all dividends or
other distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Common Shares,
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which may be subject to the same restrictions as the underlying award or such
other restrictions as the Board may determine.
(f) Each grant or sale shall be evidenced by an agreement, in
the form the Board may approve consistent with this Plan, which shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant. Unless otherwise directed by the Board, all
certificates representing Restricted Shares, together with a stock power that
shall be endorsed in blank by the Participant with respect to the Restricted
Shares, shall be held in custody by the Corporation until all restrictions
thereon lapse.
6. Deferred Shares. The Board may also authorize grants or sales of
Deferred Shares to Participants upon such terms and conditions as the Board may
determine in accordance with the following provisions:
(a) Each grant or sale shall constitute the agreement by the
Corporation to issue or transfer Common Shares to the Participant in the future
in consideration of the performance of services, subject to the fulfillment
during the Deferral Period of such conditions as the Board may specify.
(b) Each grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by the
Participant that is less than the Market Value per Share on the Date of Grant.
(c) Each grant or sale shall provide that the Deferred Shares
covered thereby shall be subject to a Deferral Period, which shall be fixed by
the Board on the Date of Grant, and any grant or sale may provide for the
earlier termination of the Deferral Period in the event of a change in control
of the Corporation or other similar transaction or event.
(d) During the Deferral Period, the Participant shall not have
any right to transfer any rights under the subject award, shall not have any
rights of ownership in the Deferred Shares and shall not have any right to vote
the Deferred Shares, but the Board may on or after the Date of Grant authorize
the payment of dividend equivalents on the Deferred Shares in cash or additional
Common Shares on a current, deferred or contingent basis.
(e) Each grant or sale shall be evidenced by an agreement in
the form the Board may approve consistent with this Plan, which shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant.
7. Transferability. (a) Unless otherwise permitted under the terms of
the applicable agreement approved by the Board, (i) no Option Right or other
derivative security granted under this Plan may be transferred by a Participant
except by will or the laws of descent and distribution, or (ii) Option Rights
granted under this Plan may not be exercised during a Participant's lifetime
except by the Participant or, in the event of the Participant's legal
incapacity, by his guardian or legal representative acting in a fiduciary
capacity on behalf of the Participant under state law and court supervision.
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(b) Any grant made under this Plan may provide that all or any
part of the Common Shares that are to be issued or transferred by the
Corporation upon the exercise of Option Rights or upon the termination of the
Deferral Period applicable to Deferred Shares or upon the termination of the
period during which Restricted Shares are subject to the substantial risk of
forfeiture and restrictions on transfer referred to in Section 5 of this Plan,
shall be subject to further restrictions upon transfer.
8. Adjustments. The Board may make or provide for such adjustments in
the number of Common Shares covered by outstanding Option Rights, Restricted
Shares and Deferred Shares granted hereunder, the Option Prices per Common Share
applicable to any such Option Rights and the kind of shares (including shares of
another issuer) covered thereby, as the Board may in good faith determine to be
equitably required in order to prevent dilution or expansion of the rights of
Participants that otherwise would result from (i) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Corporation, or (ii) any merger, consolidation, spin-off,
spin-out, split-off, split-up, reorganization, partial or complete liquidation
or other distribution of assets, issuance of warrants or other rights to
purchase securities or any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction or event,
the Board may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the
surrender of all awards so replaced. Moreover, the Board may on or after the
Date of Grant provide in the agreement evidencing any award under this Plan that
the holder of the award may elect to receive an equivalent award in respect of
securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect, or the Board may provide that the
holder will automatically be entitled to receive such an equivalent award. The
Board may also make or provide for such adjustments in the maximum number of
Common Shares specified in Section 3 of this Plan as the Board may in good faith
determine to be appropriate in order to reflect any transaction or event
described in this Section 8.
9. Fractional Shares. The Corporation shall not be required to issue
any fractional Common Shares pursuant to this Plan. The Board may provide for
the elimination of fractions or for the settlement thereof in cash.
10. Withholding Taxes. To the extent that the Corporation is required
to withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Corporation for the withholding are
insufficient, it shall be a condition to the receipt of any such payment or the
realization of any such benefit that the Participant or such other person make
arrangements satisfactory to the Corporation for payment of the balance of any
taxes required to be withheld. At the discretion of the Board, any such
arrangements may include relinquishment of a portion of any such payment or
benefit. The Corporation and any Participant or such other person may also make
similar arrangements with respect to the payment of any taxes with respect to
which withholding is not required.
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11. Certain Terminations of Employment or Consulting Services, Hardship
and Approved Leaves of Absence. Notwithstanding any other provision of this Plan
to the contrary, in the event of termination of employment or consulting
services by reason of death, disability, normal retirement, early retirement
with the consent of the Corporation, termination of employment or consulting
services to enter public service with the consent of the Corporation or leave of
absence approved by the Corporation, or in the event of hardship or other
special circumstances, of a Participant who holds an Option Right that is not
immediately and fully exercisable, any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed or any Deferred Shares as to which the Deferral Period is not
complete, the Board may take any action that it deems to be equitable under the
circumstances or in the best interests of the Corporation, including without
limitation waiving or modifying any limitation or requirement with respect to
any award under this Plan.
12. Administration of the Plan. (a) This Plan shall be administered by
the Board; provided however, the Board may delegate all or any portion of its
authorities under this Plan to a committee thereof. In the event, and to the
extent, of any such delegation, the term "Board" as used in this Plan shall be
deemed to mean the such committee.
(b) The interpretation and construction by the Board of any
provision of this Plan or any agreement, notification or document evidencing the
grant of Option Rights, Restricted Shares or Deferred Shares, and any
determination by the Board pursuant to any provision of this Plan or any such
agreement, notification or document, shall be final and conclusive. No member of
the Board shall be liable for any such action taken or determination made in
good faith.
13. Foreign Employees. In order to facilitate the making of any grant
or combination of grants under this Plan, the Board may provide for such special
terms for awards to Participants who are foreign nationals, or who are employed
by the Corporation or any Subsidiary outside of the United States of America, as
the Board may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. Moreover, the Board may approve such
supplements to, or amendments, restatements or alternative versions of, this
Plan as it may consider necessary or appropriate for such purposes without
thereby affecting the terms of this Plan as in effect for any other purpose;
provided, however, that no such supplements, amendments, restatements or
alternative versions shall include any provisions that are inconsistent with the
terms of this Plan as then in effect, unless this Plan could have been amended
to eliminate such inconsistency without further approval by the stockholders of
the Corporation.
14. Amendments and Other Matters. (a) This Plan may be amended from
time to time by the Board; provided, however, except as expressly authorized by
this Plan, no such amendment shall increase the maximum numbers of Common Shares
specified in Section 3(a) hereof, without the further approval of the
stockholders of the Corporation.
(b) The Board may condition the grant of any award or
combination of awards authorized under this Plan on the surrender or deferral by
the Participant of his or her right to
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receive a cash bonus or other compensation otherwise payable by the Corporation
or a Subsidiary to the Participant.
(c) This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with the Corporation
or any Subsidiary and shall not interfere in any way with any right that the
Corporation or any Subsidiary would otherwise have to terminate any
Participant's employment or other service at any time.
(d) To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify as an Incentive Stock
Option from so qualifying, any such provision shall be null and void with
respect to any such Option Right; provided, however, that any such provision
shall remain in effect with respect to other Option Rights, and there shall be
no further effect on any provision of this Plan.
(e) The Board may permit Participants to elect to defer the
issuance of Common Shares or the settlement of awards in cash under the Plan
pursuant to such rules, procedures or programs as it may establish for purposes
of this Plan. The Board also may provide that deferred settlements include the
payment or crediting of dividend equivalents or interest on the deferral
amounts.
15. Options Issued Pursuant to Other Plans or Agreements.
Notwithstanding anything to the contrary contained in this Plan, upon the
consent of the holder thereof, each option to purchase one Common Share issued
pursuant to any other plan of, or agreement with, the Corporation, which has
neither been exercised nor expired pursuant to its terms, shall be converted
into an Option Right to purchase one Common Share, as the same shall be adjusted
pursuant to the terms of Section 8 hereof as if in effect from the date such
option was granted, with substantially similar terms as the terms of the
original option.
16. Termination of the Plan. No further awards shall be granted under
this Plan after the passage of 10 years from the date on which this Plan is
first approved by the stockholders of the Corporation.
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