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Exhibit 10.01
AMENDED 1996 NASHUA CORPORATION STOCK INCENTIVE PLAN
1. NAME OF PLAN
The Plan shall be known as the 1996 Nashua Corporation Stock Incentive
Plan (the "Plan").
2. PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain key personnel for
positions of substantial responsibility and to provide additional
incentive to certain officers, key employees and directors of Nashua
Corporation or any Affiliated Corporation to promote the success of the
Company.
3. DEFINITIONS
As used herein, the following definitions shall apply:
(a) "AFFILIATED CORPORATIONS" shall include members of the controlled
group of corporations within the meaning of Section 424(e) and
424(f) of the Code.
(b) "AWARD" means a grant or award under Section 7, 8 or 10 of the
Plan.
(c) "COMPANY" and "CORPORATION" means Nashua Corporation.
(d) "BOARD" means the Board of Directors of the Company.
(e) "COMMON STOCK" means common stock, par value $1.00 per share, of
the Company.
(f) "CODE" means the Internal Revenue Code of 1986, as amended.
(g) "COMMITTEE" means the Executive Salary Committee of the Board, as
described in Section 5(a) hereof.
(h) "CONTINUOUS EMPLOYMENT" or "CONTINUOUS STATUS AS AN EMPLOYEE" means
the absence of any interruption or termination of employment with
the Company or with an Affiliated Corporation.
(i) "EFFECTIVE DATE" means the date specified in Section 11 hereof.
(j) "EMPLOYEE" means any person employed by the Company or an
Affiliated Corporation.
(k) "FAIR MARKET VALUE" means the closing price listed on the New York
Stock Exchange on the date an Option is granted.
(l) "INCENTIVE STOCK OPTION" means a stock option grant that is
intended to meet the requirements of Section 422 of the Code.
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(m) "NON-STATUTORY STOCK OPTION" means a stock option grant that is not
intended to be an Incentive Stock Option.
(n) "OPTION" means an Incentive Stock Option or a Non-Statutory Stock
Option granted pursuant to this Plan.
(o) "OPTIONED STOCK" means the Common Stock purchasable by an Employee
or Director of the Corporation pursuant to an Option.
(p) "OPTIONEE" means an Employee or Director of the Corporation who
receives an Option.
(q) "PERFORMANCE BASED RESTRICTED STOCK" means shares of Common Stock
contingently granted to an Employee under Section 8 of the Plan.
(r) "PLAN" means the 1996 Nashua Corporation Stock Incentive Plan.
(s) "SHARE" means one share of the Common Stock.
(t) "SUBSIDIARY" means a subsidiary of the Company as defined under
Section 424(f) of the Code.
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 11(h), the aggregate number
of shares of Common Stock which may be issued pursuant to awards made
under the Plan shall not exceed 660,000 shares. Any Shares subject to an
Option which for any reason expires or is terminated unexercised as to
such Shares and any Shares reacquired by the Company pursuant to
forfeiture or a repurchase right hereunder may again be the subject of an
Award under the Plan. The Shares subject to Awards under this Plan may, in
whole or in part, be either authorized but unissued Shares or issued
Shares reacquired by the Company.
5. ADMINISTRATION OF THE PLAN
(a) COMPOSITION OF COMMITTEE. The Plan shall be administered by the
Executive Salary Committee of the Board of Directors of the Company.
Employees who are designated by the Committee shall be eligible to
receive Awards under the Plan. All persons designated as members of
the Committee shall be "disinterested persons" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934.
(b) POWERS OF THE COMMITTEE. The Committee is authorized (but only to the
extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) (i) to interpret the Plan, (ii) to
prescribe, amend and rescind rules and regulations relating to the
Plan, (iii) to determine the Employees to whom Awards shall be
granted under the Plan, the amount and terms of such Awards and the
time when Awards will be granted, and (iv) to make other
determinations necessary or advisable for the administration of the
Plan, and shall have and may exercise such other power and authority
as may be delegated to it by the Board from time to
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time. A majority of the entire Committee shall constitute a quorum
and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the
Committee.
Officers of the Company are hereby authorized to assist the Committee
in the administration of the Plan and to execute instruments
evidencing Awards on behalf of the Company and to cause them to be
delivered to the Employees.
(c) EFFECT OF COMMITTEE'S DECISION. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all
persons affected thereby.
6. ELIGIBILITY
Awards may be granted by the Committee only to those officers and key
Employees of the Company and of any Affiliated Corporation who are in
positions in which their decisions, actions and counsel significantly
impact upon the profitability of the Company. Directors who are not
otherwise Employees of the Company or an Affiliated Corporation shall be
eligible to receive Awards only under Section 10 hereof, and not under
other Sections. An Employee who has been granted an Award may, if
otherwise eligible, be granted an additional Award or Awards. In no event,
however, shall the aggregate number of Shares which may be issued under
the Plan to any one individual exceed 150,000, during the term of the Plan
subject to adjustment as provided in Section 11(h). For the purpose of
calculating such maximum number, an Option shall continue to be treated as
outstanding notwithstanding its cancellation or expiration.
7. STOCK OPTIONS
(a) GRANT. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine each Employee to whom
an Option shall be granted, the number of Shares to be covered by
each Option, the option price and the conditions and limitations
applicable to the exercise of the Option. The Committee shall have
the authority to grant Incentive Stock Options or to grant
Non-Statutory Stock Options, or to grant both types of Options. The
terms and conditions of Awards of Incentive Stock Options shall be
subject to and comply with such rules as may be prescribed by Section
422 of the Code, as from time to time amended, and any regulations
implementing Section 422.
(b) OPTION PRICE. The price per Share at which each Option granted under
the Plan may be exercised shall not, as to any particular Option, be
less than 100% of the Fair Market Value of a Share at the time the
Option is granted.
The exercise price at which Options are granted under the Plan may
not be reset except for adjustments as provided in Section 11(h).
Options that lapse because of employee terminations or other reasons
may be replaced with new Awards.
(c) RESTRICTIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options
granted under this Plan shall be designated specifically as such and,
for so long as the Code shall so require, shall be subject to the
additional restriction that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are
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exercisable for the first time by an Optionee during any calendar
year shall not exceed $100,000. If an Incentive Stock Option which
exceeds the $100,000 limitation of this Section 7(c) is granted, the
portion of such Incentive Stock Option which is exercisable for
Shares in excess of the $100,000 limitation shall be treated as a
Non-Statutory Stock Option pursuant to Section 422(d) of the Code. In
the event that such Optionee is eligible to participate in any other
stock incentive plans of the Company, its parent, if any, or a
Subsidiary which are also intended to comply with the provisions of
Section 422 of the Code, such annual limitation shall apply to the
aggregate number of Shares for which options may be granted under all
such plans.
(d) EXERCISE OF OPTION. An Option shall be exercisable at such times and
under such conditions as shall be permissible under the terms of the
Plan and of the Option granted to an Optionee; however, in no event
may any Option granted hereunder be exercisable after expiration of
10 years and one day from the date of such grant. The Committee shall
have the power to permit in its discretion, the acceleration of the
exercise of an Option, or any portion thereof, under such
circumstances and upon such terms as it deems appropriate. An Option
may not be exercised for a fractional Share.
An Option may be exercised, subject to the provisions hereof relative
to its termination and limitations on its exercise, from time to time
only by (i) written notice of intent to exercise the Option with
respect to a specified number of Shares, and (ii) payment to the
Company (contemporaneously with delivery of each such notice), either
in cash or, if permitted by the Committee, by the surrender and
delivery to the Company of Shares with a fair market value (based on
the New York Stock Exchange closing price on the date of payment)
equal to or less than the total Option price plus cash for any
difference of the amount of the Option price of the number of Shares
with respect to which the Option is then being exercised plus any
state and federal withholding tax required, as provided under Section
11(a) or by any other means (including without limitation, by
delivery of a promissory note of the Optionee payable on such terms
as are specified by the Committee) which the Committee determines are
consistent with the purpose of the Plan and with applicable laws and
regulations (including without limitation, the provisions of
Regulation T promulgated by the Federal Reserve Board). Each such
notice and payment shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Secretary of the
Company at the Company's executive offices.
(e) TERMINATION OF EMPLOYMENT. Each Option shall terminate and may no
longer be exercised if the Optionee ceases to perform services for
the Company or an Affiliated Corporation in accordance with the
following:
(i) If an Optionee ceases to be an employee of the Company or any
Subsidiary other than by reason of death, retirement or
disability, absent a determination by the Committee to the
contrary, any Options which were exercisable by the Optionee
on the date of termination of employment may be exercised any
time before their expiration date or within six months after
the date of termination, whichever is earlier, but only to
the extent that the Options were exercisable when employment
ceased. In the event an Optionee fails to exercise an
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Incentive Stock Option within three months after the date of
termination, such Option will be treated as a Non-Statutory
Stock Option pursuant to Section 422 of the Code.
(ii) In the case of death or disability of the Optionee, Options
which were exercisable by the Optionee on the date of
employment termination may be exercised at any time before
their expiration date or within one year after the date of
termination, whichever is earlier.
(iii) If an Optionee's employment terminates because of retirement,
any Options which were exercisable by the Optionee on the
date of termination of employment may be exercised any time
before their expiration date or within three years after the
date of termination, whichever is earlier, but only to the
extent that the Options were exercisable when employment
ceased absent a determination by the Committee to the
contrary at the time any such Options were granted or prior
to their expiration date, as provided hereunder.
Notwithstanding the foregoing, in the event an Optionee fails
to exercise an Incentive Stock Option within three months
after the date of his or her retirement, such Option will be
treated as a Non-Statutory Stock Option.
8. PERFORMANCE BASED RESTRICTED STOCK
(a) All shares of Performance Based Restricted Stock granted hereunder
(including any shares received in respect of the Performance Based
Restricted Stock as a result of stock dividends, stock splits or any
other forms of recapitalization) shall be subject to the following
restrictions:
(1) No shares of Performance Based Restricted Stock or any
interest therein shall be transferred or disposed of either
voluntarily or involuntarily, directly or indirectly, by
sale, gift, pledge or otherwise, unless such shares of
Performance Based Restricted Stock shall have then been
released from such restrictions on transfer, and any
attempted transfer or disposition of shares of Performance
Based Restricted Stock while they are restricted shall be
null and void and of no effect.
(2) The restrictions imposed under Paragraph (a)(1) above upon
shares of Performance Based Restricted Stock shall terminate
within times determined by the Committee only upon the
attainment of performance conditions such as earnings, share
price or other targets set by the Committee at time of grant.
(b) If such performance conditions are not met by dates set by the
Committee at time of Award, all of the Performance Based Restricted
Stock subject to restrictions under said grant at such dates,
together with accumulated dividends thereon, shall be forfeited and
revert to the Company.
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(c) Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees to whom Shares of
Performance Based Restricted Stock shall be granted, the number of
Shares of Performance Based Restricted Stock to be granted to each
Employee, and the other terms and conditions of such Awards.
(d) Shares of Performance Based Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as
herein provided, during the restricted period. Certificates issued in
respect of shares of Performance Based Restricted Stock shall be
registered in the name of the Employee and deposited by such
Employee, together with a stock power endorsed in blank, with the
Company. At the expiration of the restricted period, the Company
shall deliver such certificates to the Employee or the Employee's
legal representative.
(e) Unless otherwise determined by the Committee at or after grant, if an
Employee's employment terminates for any reason, the Performance
Based Restricted Stock which is unvested or subject to restriction
shall thereupon be forfeited.
(f) Subject to adjustment as provided in Section 11(h), Awards of
Performance Based Restricted Stock may not exceed an aggregate of
150,000 shares under this Plan. Any shares reacquired by the Company
pursuant to a forfeiture of Performance Based Restricted Stock may
again be the subject of an Award of Performance Based Restricted
Stock under the Plan.
9. CHANGE IN CONTROL
The Committee may provide that certain or all Options granted under
Section 7 of the Plan shall become exercisable in full and that any time
limitation (but not performance condition) applicable to any Performance
Based Restricted Stock shall lapse, in the event of a Change in Control of
the Corporation (as hereinafter defined). Options granted under Section 10
shall become exercisable in full for the aggregate number of Shares
covered thereby in the event of a Change in Control of the Corporation.
For purposes of this Plan, a "Change in Control of the Corporation" means
any of the following events:
(i) The acquisition, other than from the Corporation, by any
person (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 30% or
more of either (i) the then outstanding shares of common
stock of the Corporation (the "Outstanding Corporation Common
Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the "Corporation
Voting Securities"), provided, however, that any acquisition
by (i) the Corporation or any of its subsidiaries, or any
employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any of its
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subsidiaries or (ii) any corporation with respect to which,
following such acquisition, more than 60% of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Corporation Voting Securities
immediately prior to such acquisition in substantially the
same proportion as their ownership, immediately prior to such
acquisition, of the Outstanding Corporation Common Stock and
Corporation Voting Securities, as the case may be, shall not
constitute a Change in Control of the Corporation; or
(ii) Individuals who, as of June 14, 1996, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any individual
becoming a director subsequent to June 14, 1996 whose
election or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in
connection with an actual or threatened election contest
relating to the election of the Directors of the Corporation
(as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act); or
(iii) Approval by the shareholders of the Corporation of a
reorganization, merger or consolidation (a "Business
Combination"), in each case, with respect to which all or
substantially all of the individuals and entities who were
the respective beneficial owners of the Outstanding
Corporation Common Stock and Corporation Voting Securities
immediately prior to such Business Combination do not,
following such Business Combination, beneficially own,
directly or indirectly, more than 60% of, respectively, the
then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such
Business Combination in substantially the same proportion as
their ownership immediately prior to such Business
Combination of the Outstanding Corporation Common Stock and
Corporation Voting Securities, as the case may be; or
(iv) (A) a complete liquidation or dissolution of the Corporation
or a (B) sale or other disposition of all or substantially
all of the assets of the Corporation other than to a
corporation with respect to which, following such sale or
disposition, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors is then owned
beneficially, directly
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or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Corporation Common Stock and Corporation
Voting Securities immediately prior to such sale or
disposition in substantially the same proportion as their
ownership of the Outstanding Corporation Common Stock and
Corporation Voting Securities, as the case may be,
immediately prior to such sale or disposition.
10. NON-EMPLOYEE DIRECTOR OPTIONS AND STOCK AWARDS
Notwithstanding any of the other provisions of the Plan to the contrary,
the provisions of this Section 10 shall only apply to a non-employee
member of the Board. The other provisions of the Plan shall apply to
grants of Options under this Section 10 to the extent not inconsistent
with the provisions of this Section.
(a) Each non-employee member of the Board shall receive Non-Statutory
Stock Options in accordance with the provisions of this Section 10.
(i) Recipients of Options under this Section 10 shall enter into
a stock option agreement with the Corporation, which
agreement shall set forth, among other things, the exercise
price of the Option, the term of the Option and provisions
regarding exercisability of the Option granted thereunder.
The Options shall be exercisable only by the recipient or the
recipient's estate.
(ii) On the Effective Date and the date after each succeeding
annual stockholders meeting of the Corporation each
non-employee member of the Board shall be granted a
Non-Statutory Stock Option to purchase 1,000 shares of Common
Stock subject to adjustment as provided in Section 11(h). The
Option Price per share of Common Stock purchasable under such
Options shall be equal to the Fair Market Value of the Common
Stock on the date of grant subject to adjustment as provided
in Section 11(h). Such Option shall remain exercisable by the
Optionee or the Optionee's estate until the earliest of 10
years and one day from the date of grant, or one year after
the last day of any directorship with the Corporation. Such
Options shall become exercisable on the day before the annual
stockholders meeting following the date of grant, providing
the recipient is then a director, by payment in full in cash
or in Shares of Common Stock having a fair market value
(based on the New York Stock Exchange closing price on the
date of payment) equal to the Option Price or in a
combination of cash and such Shares.
(b) Each non-employee member of the Board shall receive Shares in lieu of
annual cash compensation as follows:
On the Effective Date and the date after each succeeding annual
stockholders meeting of the Corporation each non-employee member of
the Board shall be granted a number of (unrestricted) Shares
determined by dividing the amount of
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the annual cash retainer authorized for directors (currently $15,000)
by the closing price listed on the New York Stock Exchange on such
date without taking into account fractional shares.
Non-employee members of the Board who become members of the Board
between annual stockholders meetings shall be granted a number of
(unrestricted) Shares determined by dividing the amount of annual
cash retainer (as prorated for periods less than one year) by the
closing price listed on the New York Stock Exchange on such date
without taking into account fractional shares.
Additional annual cash compensation payable to a non-employee member
of the Board elected by the Board to additional offices such as
Chairman or Lead Director may be paid in cash on the date of his or
her election or reelection (the "Payment Date") to such office, or
any such member of the Board may elect (a "Share Election") to be
granted a number of (unrestricted) Shares determined by dividing the
amount of such additional annual cash compensation by the closing
price listed on the New York Stock Exchange on such date without
taking into account fractional shares. To receive Shares in lieu of
additional annual compensation, a non-employee member of the Board
must make a Share Election at least six months prior to the Payment
Date. Any reversal of a Share Election (the "Share Election
Reversal") will not be effective until a period of at least 6 months
from the date of such Share Election Reversal.
11. GENERAL PROVISIONS
(a) WITHHOLDING. Each participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes
required by law to be withheld in connection with Awards to such
participant no later than the date of the event creating the tax
liability. Participants may, to the extent then permitted under
applicable law, satisfy such tax obligations in whole or in part by
delivery of shares of Common Stock, including shares retained from
the Award creating the tax obligation, valued at their fair market
value. The Company may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to a
participant.
(b) NONTRANSFERABILITY. Except as the Board may otherwise determine or
provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person 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
participant, shall be exercisable only by the participant. References
to a participant, to the extent relevant in the context, shall
include references to authorized transferees.
(c) NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as
giving a participant the right to be retained in the employ of the
Company. Further, the Company expressly reserves the right at any
time to dismiss a participant without any liability under the Plan,
except as provided herein or in any agreement entered into with
respect to an Award.
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(d) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Optionee shall have any rights as a stockholder with
respect to any shares of Common Stock to be distributed under the
Plan until he or she has become the holder thereof. Notwithstanding
the foregoing, in connection with each grant of Performance Based
Restricted Stock hereunder, the applicable Award shall specify if and
to what extent the Optionee shall not be entitled to the rights of a
stockholder in respect of such Performance Based Restricted Stock.
(e) CONSTRUCTION OF THE PLAN. The validity, construction, interpretation,
administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined
solely in accordance with the laws of New Hampshire.
(f) EFFECTIVE DATE. Subject to the approval of the stockholders of the
Company within one year thereof, the Plan shall be effective on June
14, 1996. Although Options and Awards may be granted prior to such
stockholder approval, no Option or Award may be exercised until such
approval is obtained. No Options or Awards may be granted under the
Plan after June 13, 2006
(g) AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board of
Directors at any time may terminate, and at any time from time to
time, and in any respect, may amend or modify, the Plan provided:
(a) that no such termination or amendment shall adversely affect
or impair any then outstanding Option or Award without the
consent of the holder of such Option or Award;
(b) no such amendment shall be made to Section 10 more frequently
than once in any six-month period, unless an amendment is
required in order to comport with the requirements of the
Code or Rule 16(b)-3 of the Exchange Act; and
(c) that any such amendment which:
(i) increases the maximum number of Shares subject to this
Plan;
(ii) changes the class of persons eligible to participate
in this Plan; or
(iii) materially increases the benefits accruing to
executive officers and directors of the Company under
this Plan
shall be subject to approval by the shareholders of the
Company within one year from the effective date of such
amendment and shall be null and void if such approval is not
obtained.
(h) ADJUSTMENTS AND ASSUMPTIONS. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares,
merger,
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consolidation, distribution of assets, or any other change in
the corporate structure or shares of the Company, the Committee shall
make such appropriate adjustments in the number and kind of shares
authorized by the Plan, in the number and kind of shares covered by
the Awards granted, and in the purchase price of outstanding Options.
In the event of any merger, consolidation or other reorganization in
which the Company is not the surviving or continuing corporation, all
Awards granted hereunder and outstanding on the date of such event
shall be assumed by the surviving or continuing corporation with
appropriate adjustment as to the number and kind of Shares and
purchase price of the Shares.
(i) PROVISION FOR FOREIGN PARTICIPANTS. The Committee may, without
amending the Plan, modify Awards or Options granted to participants
who are foreign nationals or employed outside the United States to
recognize differences in laws, rules, regulations or customs of such
foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.
(j) IMPACT ON OTHER BENEFITS. The value of any Award (either on its grant
date, vesting date or exercise date) shall not be includable as
compensation or earnings for purposes of any other benefit plan of
the Company.
As Amended 4/13/99