EXHIBIT 10.1
RSA SECURITY INC.
1994 DIRECTOR STOCK OPTION PLAN
1. Purpose.
The purpose of this 1994 Director Stock Option Plan (the "Plan") of RSA
Security Inc. (the "Company") is to encourage ownership in the Company by
outside directors of the Company whose continued services are considered
essential to the Company's future progress and to provide them with a further
incentive to remain as directors of the Company.
2. Administration.
The Board of Directors shall supervise and administer the Plan. Grants
of stock options under the Plan and the amount and nature of the awards to be
granted shall be automatic in accordance with Section 5. However, all questions
concerning interpretation of the Plan or any options granted under it shall be
resolved by the Board of Directors and such resolution shall be final and
binding upon all persons having an interest in the Plan.
3. Participation in the Plan.
Directors of the Company who are not full-time employees of the Company
or any subsidiary of the Company ("outside directors") shall be eligible to
receive options under the Plan.
4. Stock Subject to the Plan.
(a) The maximum number of shares of the Company's Common Stock,
par value $.01 per share ("Common Stock"), which may be issued under the Plan
shall be 75,000 shares (after giving effect to the Company's one-for-two reverse
stock split effective as of October 24, 1994), subject to adjustment as provided
in Section 7.
(b) If any outstanding option under the Plan for any reason
expires or is terminated without having been exercised in full, the shares
covered by the unexercised portion of such option shall again become available
for issuance pursuant to the Plan.
(c) All options granted under the Plan shall be non-statutory
options not entitled to special tax treatment under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
5. Terms, Conditions and Form of Options.
Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) Option Grant Dates. Options shall automatically be granted to
all eligible outside directors as follows:
(i) each person who is an eligible outside director on
the closing date (the "Closing Date") of the Company's initial public offering
of Common Stock pursuant to an effective registration statement under the
Securities Act of 1933, as amended, shall be granted an option to purchase the
Pro Rata Number of shares of Common Stock calculated pursuant to Section 5(b) on
the Closing Date;
(ii) each person who first becomes an eligible outside
director after the Closing Date shall be granted an option to purchase the Pro
Rata Number of shares of Common Stock calculated pursuant to Section 5(b) on the
date of his or her initial election to the Board of Directors, provided that
such eligible director is elected on a date other than the date of an Annual
Meeting of Stockholders; and
(iii) each eligible outside director shall be granted an
additional option to purchase 3,000 shares of Common Stock on the date of each
Annual Meeting of Stockholders of the Company commencing with the 1995 Annual
Meeting of Stockholders, provided that he or she continues to serve as a
director immediately following such Annual Meeting.
(b) Shares Subject to Option. Each option described in clauses (i)
and (ii) of Section 5(a) shall be for such number (and if such number is not a
whole number, rounded up to the nearest whole number) of shares of Common Stock
(the "Pro Rata Number"), if any, as is determined by multiplying (x) 3,000 by
(y) the quotient of (A) the number of whole calendar months between the
applicable Option Grant Date and the date of the next Annual Meeting of
Stockholders (which, for purposes of the Plan, shall be assumed to occur in the
month of May) and (B) 12. For example, if an eligible outside director were
first elected on October 15th, he or she would receive an option to purchase
1,500 shares of Common Stock (3,000 x (6 (the number of whole calendar months
between the Option Grant Date and May (i.e., November through April)) / 12)).
(c) Option Exercise Price. The option exercise price per share for
each option described in clause (i) of Section 5(a) shall be equal to the
reported last sale price of the Common Stock on the Nasdaq National Market on
the Closing Date. The option exercise price per share for each option described
in clauses (ii) and (iii) of Section 5(a) shall be determined as follows: (i) if
the Common Stock is listed on the Nasdaq National Market or another nationally
recognized exchange or trading system as of the Option Grant Date, the option
exercise price shall be deemed to be the lesser of (x) the reported last sale
price per share of Common Stock thereon on such date (or if no such price is
reported on such date, such price on the nearest
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preceding date on which such a price is reported) or (y) the average of the
reported last sales prices per share of Common Stock, as published in The Wall
Street Journal, for a period of ten consecutive trading days prior to such date;
and (ii) if the Common Stock is not listed on the Nasdaq National Market or
another nationally recognized exchange or trading system as of the Option Grant
Date, the exercise price per share shall be deemed to be the fair market value
of the Common Stock as of the Option Grant Date as determined in good faith by
the Board of Directors.
(d) Options Non-Transferable. To the extent required to qualify
for the exemption provided by Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), any option granted under the Plan to an
optionee shall not be transferable by the optionee other than by will or the
laws of descent and distribution or 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, and shall be exercisable during the
optionee's lifetime only by the optionee or the optionee's guardian or legal
representative.
(e) Vesting Period.
(i) General. Each option described in clauses (i) and
(ii) of Section 5(a) shall become exercisable on the first anniversary of the
Option Grant Date, and each option described in clause (iii) of Section 5(a)
shall become exercisable on the earlier of (x) the first anniversary of the
Option Grant Date or (y) the day prior to the fist Annual Meeting of
Stockholders following the Option Grant Date; provided, however, that in each
instance described herein the optionee continue to serve as a director on such
dates.
(ii) Acceleration Upon Change in Control. Notwithstanding
the foregoing, each outstanding option granted under the Plan shall immediately
become exercisable in full in the event a Change in Control (as defined in
Section 8) of the Company occurs.
(f) Termination. Each option shall terminate, and may no longer be
exercised, on the earlier of the (i) the date 10 years after the Option Grant
Date or (ii) the date 60 days after the optionee ceases to serve as a director
of the Company; provided that, in the event an optionee ceases to serve as a
director due to his or her death or disability (within the meaning of Section
22(e)(3) of the Code or any successor provision), then the exercisable portion
of the option may be exercised, within the period of 180 days following the date
the optionee ceases to serve as a director (but in no event later than 10 years
after the Option Grant Date), by the optionee or by the person to whom the
option is transferred by will, by the laws of descent and distribution, or by
written notice pursuant to Section 5(h).
(g) Exercise Procedure. An option may be exercised only by written
notice to the Company at its principal office accompanied by payment in cash of
the full consideration for the shares as to which the option is exercised.
(h) Exercise by Representative Following Death of Director. An
optionee, by written notice to the Company, may designate one or more persons
(and from time to time change such
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designation), including his or her legal representative, who, by reason of the
optionee's death, shall acquire the right to exercise all or a portion of the
option. If the person or persons so designated wish to exercise any portion of
the option, they must do so within the term of the option as provided herein.
Any exercise by a representative shall be subject to the provisions of the Plan.
6. Limitation of Rights.
(a) No Right to Continue as a Director. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain the optionee as a director for any period of time.
(b) No Stockholders' Rights for Options. An optionee shall have no
rights as a stockholder with respect to the shares covered by his or her option
until the date of the issuance to him or her of a stock certificate therefor,
and no adjustment will be made for dividends or other rights (except as provided
in Section 7) for which the record date is prior to the date such certificate is
issued.
7. Adjustment Provisions for Mergers, Recapitalizations and Related
Transactions.
If, through or as a result of any merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split (other than the Company's one-for-two reverse stock split
effective as of October 24, 1994), or other similar transaction, (i) the
outstanding shares of Common Stock are exchanged for a different number or kind
of securities of the Company or of another entity, or (ii) additional shares or
new or different shares or other securities of the Company or of another entity
are distributed with respect to such shares of Common Stock, the Board of
Directors shall make an appropriate and proportionate adjustment in (x) the
maximum number and kind of shares reserved for issuance under the Plan, (y) the
number and kind of shares or other securities subject to then outstanding
options under the Plan, and/or (z) the price for each share subject to any then
outstanding options under the Plan (without changing the aggregate purchase
price for such options), to the end that each option shall be exercisable, for
the same aggregate exercise price, for such securities as such optionholder
would have held immediately following such event if he had exercised such option
immediately prior to such event. No fractional shares will be issued under the
Plan on account of any such adjustments.
8. Change in Control.
For purposes of the Plan, a "Change in Control" shall be deemed to have
occurred only if any of the following events occurs: (i) any "person", as such
term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned directly or indirectly by
the stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company), is or becomes the "beneficial owner" (as
defined in Rule
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13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the Company's
then outstanding securities; (ii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; (iii) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets;
or (iv) individuals who, on the date on which the Plan was adopted by the Board
of Directors, constituted the Board of Directors of the Company, together with
any new director whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at least a
majority of the directors then still in office who were directors on the date on
which the Plan was adopted by the Board of Directors or whose election or
nomination was previously so approved, cease for any reason to constitute at
least a majority of the Board of Directors.
9. Modification, Extension and Renewal of Options.
The Board of Directors shall have the power to modify or amend
outstanding options; provided, however, that no modification or amendment may
(i) have the effect of altering or impairing any rights or obligations of any
option previously granted without the consent of the optionee, or (ii) modify
the number of shares of Common Stock subject to the option (except as provided
in Section 7).
10. Termination and Amendment of the Plan.
The Board of Directors may suspend, terminate or discontinue the Plan
or amend it in any respect whatsoever; provided, however, that without approval
of the stockholders of the Company, no amendment may (i) increase the number of
shares subject to the Plan (except as provided in Section 7), (ii) materially
modify the requirements as to eligibility to receive options under the Plan, or
(iii) materially increase the benefits accruing to participants in the Plan; and
provided further that the Board of Directors may not amend the provisions of
Sections 3, 5(a), 5(b) or 5(c) more frequently than once every six months, other
than to comply with changes in the Code or the rules thereunder.
11. Notice.
Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Controller of the Company and shall become
effective when it is received.
12. Governing Law.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware.
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13. Stockholder Approval.
The Plan is conditional upon stockholder approval of the Plan within
one year from its date of adoption by the Board of Directors. No option under
the Plan may be exercised until such stockholder approval is obtained, and the
Plan and all options granted under the Plan shall be null and void if the Plan
is not so approved by the Company's stockholders.
Adopted by the Board of Directors on October 4, 1994
Approved by the stockholders on October 24, 1994
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RSA SECURITY INC.
AMENDMENT NO. 1
TO
1994 DIRECTOR STOCK OPTION PLAN
1. That the 1994 Director Stock Option Plan be amended to delete
subsection 5(d) thereof and replace such subsection in its entirety
with the following:
"(d) Transferability of Options. Except as the Board of Directors may
otherwise determine or provide in the applicable option agreement,
options shall not be sold, assigned, transferred, pledged or otherwise
encumbered by the optionee to whom they are granted, either voluntarily
or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the optionee, shall be
exercisable only by the optionee. References to an optionee, to the
extent relevant in the context, shall include references to authorized
transferees."
2. That the Director Plan be further amended to delete the phrase
"; and provided further that the Board of Directors may not amend the
provisions of Sections 3, 5(a), 5(b) or 5(c) more frequently than once
every six months, other than to comply with changes in the Code or the
rules thereunder"
appearing at the end of Section 10 of the Director Plan.
Adopted by the Board of Directors on February 12, 1997
RSA SECURITY INC.
AMENDMENT NO. 2
TO
1994 DIRECTOR STOCK OPTION PLAN, AS AMENDED
The 1994 Director Stock Option Plan, as amended (the "Plan"), is hereby
amended to delete subsection 4(a) thereof and replace such subsection in its
entirety with the following:
"The maximum number of shares of the Company's Common Stock, par value
$.01 per share ("Common Stock"), which may be issued under the Plan
shall be 500,000 shares, subject to adjustment as provided in Section
7."
Except as aforesaid, the Plan shall remain in full force and effect.
Adopted by the Board of Directors on January 27, 1999
Approved by the stockholders on May 5, 1999
RSA SECURITY INC.
AMENDMENT NO. 3
TO
1994 DIRECTOR STOCK OPTION PLAN, AS AMENDED
1. The 1994 Director Stock Option Plan, as amended (the "Plan"), is hereby
amended to delete subsection 5(e) thereof and replace such subsection in its
entirety with the following:
"(e) Vesting Period. Each option granted under the Plan shall be
exercisable in full immediately upon the Option Grant Date."
2. The Plan is hereby amended to delete section 8 thereof and replace such
section in its entirety with the following:
"8. Intentionally deleted."
3. Except as aforesaid, the Plan shall remain in full force and effect.
Adopted by the Board of Directors on April 14, 1999
RSA SECURITY INC.
AMENDMENT NO. 4
TO
1994 DIRECTOR STOCK OPTION PLAN, AS AMENDED
1. The Plan is hereby amended to delete subsections 5(a), 5(b) and 5(c)
thereof and replace such subsections in their entirety with the following:
"(a) Option Grant Dates. Options shall automatically be
granted to all eligible outside directors as follows:
(i) each person who first becomes an eligible
outside director after the date of the 2001 Annual Meeting of
Stockholders of the Company shall be granted an option to purchase the
Pro Rata Number of shares of Common Stock calculated pursuant to
Section 5(b) on the date of his or her initial election to the Board of
Directors, provided that such eligible director is elected on a date
other than the date of an Annual Meeting of Stockholders; and
(ii) each eligible outside director shall be
granted an additional option to purchase 30,000 shares of Common Stock
(before giving effect to the three-for-two stock split, payable in the
form of a stock dividend on the Common Stock, declared by the Board of
Directors on February 1, 2001, which is to be effected on or about
March 23, 2001) on the date of each Annual Meeting of Stockholders of
the Company commencing with the 2001 Annual Meeting of Stockholders,
provided that he or she continues to serve as a director immediately
following such Annual Meeting.
(b) Shares Subject to Option. Each option described in
clause (i) of Section 5(a) shall be for such number (and if such number
is not a whole number, rounded up to the nearest whole number) of
shares of Common Stock (the "Pro Rata Number"), if any, as is
determined by multiplying (x) 30,000 (before giving effect to the
three-for-two stock split referred to in Section 5(a)(ii) above) by (y)
the quotient of (A) the number of whole calendar months between the
applicable Option Grant Date and the date of the next Annual Meeting of
Stockholders (which, for purposes of the Plan, shall be assumed to
occur in the month of May) and (B) 12. For example, if an eligible
outside director were first elected on October 15th, he or she would
receive an option to purchase 15,000 shares of Common Stock (30,000 x
(6 (the number of whole calendar months between the Option Grant Date
and May (i.e., November through April)) / 12)).
(c) Option Exercise Price. The option exercise price per
share for each option granted under the Plan shall be determined as
follows: (i) if the Common Stock is listed on the Nasdaq National
Market or another nationally recognized exchange or trading
system as of the Option Grant Date, the option exercise price shall be
deemed to be the reported last sale price per share of Common Stock
thereon on such date (or if no such price is reported on such date,
such price on the nearest preceding date on which such a price is
reported); and (ii) if the Common Stock is not listed on the Nasdaq
National Market or another nationally recognized exchange or trading
system as of the Option Grant Date, the exercise price per share shall
be deemed to be the fair market value of the Common Stock as of the
Option Grant Date as determined in good faith by the Board of
Directors."
2. Except as set forth above, the Plan shall remain in full force and
effect.
Adopted by the Board of Directors on January 17, 2001
Approved by the stockholders on April 27, 2001
RSA SECURITY INC.
AMENDMENT NO. 5
TO
1994 DIRECTOR STOCK OPTION PLAN, AS AMENDED
1. The Plan is hereby amended to delete subsections 5(a) and 5(b) thereof
and replace such subsections in their entirety with the following:
"(a) Option Grant Dates. Each eligible outside director
shall automatically be granted an additional option to purchase 15,750
shares of Common Stock on the date of the 2003 Annual Meeting of
Stockholders of the Company, provided that he or she continues to serve
as a director immediately following such Annual Meeting.
(b) Intentionally Omitted."
2. No options shall be granted under the Plan after May 21, 2003, but
options previously granted under the Plan may extend beyond that date.
3. Except as set forth above, the Plan shall remain in full force and
effect.
Adopted by the Board of Directors on April 8, 2003