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EXHIBIT 10.9
BOYLE LEASING TECHNOLOGIES, INC.
1987 STOCK OPTION PLAN
The purpose of this Plan is to encourage and enable certain officers,
employees, Directors, consultants and agents of Boyle Leasing Technologies, Inc.
(the "Company"), to require an interest in the Company through the granting of
options, as herein provided, to acquire its Common Stock, $.01 par value per
share (the "Common Stock"). Two separate forms of option may be granted pursuant
to this Plan: Incentive Stock Options under the provisions of Section 422A of
the Internal Revenue Code of 1954, as amended (the "Code"); and Non-Qualified
Options. Both forms of option will be referred to collectively hereunder as
"options".
1. SHARES OF STOCK SUBJECT TO THE PLAN.
The stock that may be issued and sold pursuant to options granted under the
Plan shall not exceed, in the aggregate, 30,500 shares of Common Stock, which
may be (i) authorized but unissued shares, (ii) treasury shares, or (iii) shares
previously reserved for issue upon exercise of options under the Plan, which
options have expired or terminated; provided, however, that the number of shares
subject to the Plan shall be subject to adjustment as provided in Section 6.
2. ELIGIBILITY AND GRANTING OF OPTIONS.
(a) Non-qualified Options may be granted hereunder to any officer,
employee, Director (except a disinterested Director under Paragraph 2(b)
hereof), consultant or agent of the Company. Incentive Stock Options may only be
granted to employees of the Company.
(b) The Board of Directors of the Company (the "Board"), acting by a
majority of its disinterested Directors, shall determine the persons to be
granted options (the "Optionees"), the number of shares subject to each option,
whether the options shall be Incentive Stock Options or Non-Qualified Options,
and the terms of the options, consistently with the provisions of this Plan. The
Board may appoint from its disinterested Directors a committee of three (3) or
more persons who may exercise the powers of the Board in granting options under
the Plan. As used herein, a "disinterested" Director shall mean one who is not
currently eligible, and has not been eligible at any time within one (1) year
prior to the granting of the options in question, to receive any option granted
under the Plan or any stock, stock options or stock appreciation rights under
any other plan of the Company or its affiliates. The Board of Directors shall
from time to time determine the disinterested Directors. For purposes of
qualifying a Director as "disinterested," the Board with the consent of such
Director may for a specified period of time treat such Director as being
ineligible to receive option grants under any plan even though he is otherwise a
member of a class of people to whom options may be granted.
3. PRICE AND LIMITATION ON GRANT OF OPTIONS.
(a) The purchase price of shares which may be purchased under each
Incentive Stock Option shall be at least equal to the fair market value per
share of the outstanding Common Stock of the Company at the time the option is
granted as determined by the Board in its discretion. The aggregate fair market
value (determined as of the time the option is granted) of the stock for which
an individual may be granted Incentive Stock Options in any calendar year under
this Plan and all other plans of the Company and any parent or subsidiary of the
Company (as defined in Section 425 of the Code) shall not exceed $100,000 plus
any "unused limit carryover" as that term is defined in Section 422A of the
Code.
(b) The purchase price of shares which may be purchased under each
Incentive Stock Option issued to a person who, immediately prior to the grant of
such option owns (directly or indirectly) stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company or of
its parent or subsidiaries (a "restricted
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individual") shall be at least equal to 110 percent of the fair market value of
the stock subject to the option, as determined in 3(a) above.
(c) The purchase price of shares which may be purchased under each
Non-Qualified Option shall be at least equal to 50 percent of the fair market
value of the stock subject to the option, as determined in 3(a) above.
4. PERIOD OF OPTION AND LIMITATIONS ON RIGHT TO EXERCISE.
Each Incentive Stock Option shall be execrable at such time or times as are
set forth in the Incentive Stock Option Agreement attached to this Plan, but in
no event after the expiration of ten (10) years from the date, such option is
granted. An Incentive Stock Option granted to a restricted individual (as
defined in 3(a) above) shall not be exercisable after the expiration of 5 years
front the date such option is granted. A Non-Qualified Option shall be
exercisable for such consideration, in such manner and at such time or times as
shall be set forth in a Non-Qualified Option agreement containing such
provisions as the Board shall determine in granting such an option, and may be
exercisable for a period of ten years and one day from the date such option is
granted, but in no event after such period. The delivery of certificates
representing shares under any option will be contingent upon receipt by the
Company from the Optionee (or a purchaser acting in his stead in accordance with
the provisions of the option) of the full purchase price for such shares and the
fulfillment of any other requirements contained in the option or in applicable
provisions of law; and until such receipt of the purchase price and fulfillment
of other requirements no Optionee or person entitled to exercise the option
shall be, or shall be deemed to be, a holder of any shares subject to the option
for any purpose.
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5. NON-TRANSFERABILITY OF OPTION.
Each option granted under the Plan shall provide that it is personal to the
Optionee, is not transferable by the Optionee in any manner otherwise than by
will or the laws of descent and distribution and is exercisable during the
Optionee's lifetime, only by him.
6. DILUTION OR OTHER ADJUSTMENTS.
The terms of the options and the number of shares subject to this Plan
shall be equitably adjusted in such manner as to prevent dilution or enlargement
of option rights in the following instances:
(a) the declaration of a dividend payable to the holders of Common
Stock in stock of the same class;
(b) a split-up of the Common Stock or a reverse split thereof;
(c) a recapitalization of the Company under which shares of one or
more different classes are distributed in exchange for or upon
the Common Stock without payment of any valuable consideration by
the holders thereof.
The terms of any such adjustment shall be conclusively determined by the Board.
7. SHAREHOLDER APPROVAL.
The Plan is subject to the approval of the shareholders of the Company, and
although options may be granted prior to such approval, none may be exercised
until shareholder approval has been obtained. If such approval is not given
within twelve (12) months after the date hereof, the Plan and all outstanding
options shall terminate and be null and void.
8. ADMINISTRATION AND AMENDMENT OF THE PLAN.
The Plan shall be administered by the Board or a committee thereof as
provided in Section 2, which shall effect the grant of options under the Plan,
determine the form of options to be granted in each case, and make any other
determination under or interpretation of any
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provision of the Plan and any option. The Board or such committee shall maintain
separate records with respect to Incentive Stock Options and Non-Qualified
Options granted under the Plan to facilitate determination of the appropriate
tax treatment for such options. Any of the foregoing actions taken by the Board
or such committee shall be final and conclusive. The Board may amend and make
such changes in and additions to the Plan as it may deem proper and in the best
interest of the Company; provided, however, that no such action shall adversely
affect or impair any options theretofore granted under the Plan without the
consent of the Optionee; and provided, further, that no amendment (i) increasing
the maximum number of shares which may be issued under the Plan, except as
provided in Section 6, (ii) extending the term of the Plan or any option, (iii)
changing the minimum exercise price of Incentive Stock Options to be granted
under the Plan, or (iv) changing the requirements as to eligibility for
participation in the Plan (except as provided in Section 2(b)), shall be adopted
without the approval of the shareholders of the Company.
9. EXPIRATION AND TERMINATION OF THE PLAN.
Options may be granted under the Plan at any time, or from time to time,
within ten (10) years from the date the Plan is adopted or the date on which it
is approved by the shareholders of the Company, whichever is earlier, as long as
the total number of shares purchased under the Plan and subject to outstanding
options under the Plan does not exceed 30,500 shares of the Common Stock of the
Company, subject to adjustment as provided in Section 6. The Plan may be
abandoned or terminated at any time by the Board, except with respect to any
options then outstanding under the Plan.
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10. EFFECT OF CERTAIN TRANSACTIONS.
If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or if
the Company is liquidated or sells or otherwise disposes of all or substantially
all of its assets to another corporation while unexercised Options remain
outstanding under the Plan, (i) subject to the provisions of clause (iii) below,
after the effective date of such merger, consolidation or sale, as the case may
be, each holder of an outstanding Option shall be entitled, upon exercise of
such Option, to receive in lieu of shares of Common Stock, shares of such stock
or other securities as the holders of shares of Common Stock received pursuant
to the terms of the merger, consolidation or sale; (ii) the Board may waive any
discretionary limitations provided in the stock option agreement so that all
Options from and after a date prior to the effective date of such merger,
consolidation, liquidation or sale, as the case may be, specified by the Board,
shall be exercisable in full; and (iii) all outstanding Options may be cancelled
by the Board as of the effective date of any such merger, consolidation,
liquidation or sale provided that notice of such cancellation shall be given to
each holder of an Option not less than thirty (30) days preceding the effective
date of such merger, consolidation, liquidation, sale or disposition and
provided that the Board may in its sole discretion waive any discretionary
limitations provided in the stock option agreement with respect to any Option so
that such Option shall be exercisable in full or in part as the Board may
determine during such thirty (30) day period.
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