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EXHIBIT 4.5
1996 STOCK OPTION PLAN
FOR NON-OFFICER KEY EMPLOYEES
OF
IDEX CORPORATION
IDEX Corporation, a Delaware corporation (the "Company"), by
resolution of its Board of Directors, originally approved the form of the 1996
Stock Option Plan for Non-Officer Key Employees of IDEX Corporation (the
"Plan") on January 23, 1996. The purposes of this Plan are as follows:
(1) To further the growth, development and financial
success of the Company by providing additional incentives to certain of its
non-officer key Employees who have been or will be given responsibility for the
management or administration of the Company's business affairs, by assisting
them to become owners of the Company's Common Stock and thus to benefit
directly from its growth, development and financial success.
(2) To enable the Company to obtain and retain the
services of the type of professional, technical and managerial employees
considered essential to the long-range success of the Company by providing and
offering them an opportunity to become owners of the Company's Common Stock
under options.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan, they shall
have the meaning specified below unless the context clearly indicates to the
contrary. The singular shall include the plural, where the context so
indicates.
Section 1.1 - Board
"Board" shall mean the Board of Directors of the Company.
Section 1.2 - Change in Control
"Change in Control" shall mean the occurrence of (a) any
transaction or series of transactions which within a 12-month period constitute
a change of management or control where (i) at least 51 percent of the then
outstanding shares of Common Stock are (for cash, property (including, without
limitation, stock in any corporation), or indebtedness, or any combination
thereof) redeemed by the Company or purchased by any person(s), firm(s) or
entity(ies), or exchanged for shares in any other corporation whether or not
affiliated with the Company, or any combination of such redemption, purchase or
exchange, or (ii) at least 51 percent of the Company's assets are purchased by
any person(s), firm(s) or entity(ies) whether or not affiliated with the
Company for cash, property (including, without limitation, stock in any
corporation) or indebtedness or any combination thereof, or (iii) the Company
is merged or consolidated with another corporation regardless of whether the
Company is the
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survivor (except any such transaction solely for the purpose of changing the
Company's domicile or which does not change the ultimate beneficial ownership
of the equity interests in the Company), or (b) any substantial equivalent of
any such redemption, purchase, exchange, change, transaction or series of
transactions, acquisition, merger or consolidation constituting such a change
of management or control. For purposes hereof, the term "control" shall have
the meaning ascribed thereto under the Exchange Act and the regulations
thereunder, and the term "management" shall mean the chief executive officer of
the Company. For purposes of clause (a)(ii) above or as appropriate for
purposes of clause (b) above, the Company shall be deemed to include on a
consolidated basis all subsidiaries and other affiliated corporations or other
entities with the same effect as if they were divisions.
Section 1.3 - Code
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
Section 1.4 - Committee
"Committee" shall mean the Compensation Committee of the
Board, appointed as provided in Section 6.1.
Section 1.5 - Common Stock
"Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
Section 1.6 - Company
"Company" shall mean IDEX Corporation.
Section 1.7 - Director
"Director" shall mean a member of the Board.
Section 1.8 - Employee
"Employee" shall mean any employee (as defined in accordance
with the regulations and revenue rulings then applicable under Section 3401(c)
of the Code) of the Company, or of any corporation which is then a Parent
Corporation or a Subsidiary, whether such employee is so employed at the time
this Plan is adopted or becomes so employed subsequent to the adoption of this
Plan.
Section 1.9 - Exchange Act
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
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Section 1.10 - Fair Market Value
"Fair Market Value" shall mean the fair market value of a
share of the Common Stock as of a given date measured as (i) the closing price
of a share of the Common Stock on the principal exchange on which shares of the
Common Stock are then trading, if any, on the day previous to such date, or, if
shares were not traded on the day previous to such date, then on the next
preceding trading day during which a sale occurred; or (ii) if such Common
Stock is not traded on an exchange but is quoted on NASDAQ or a successor
quotation system, (1) the last sales price (if the Common Stock is then listed
as a National Market Issue under the NASD National Market System) or (2) the
mean between the closing representative bid and asked prices (in all other
cases) for the Common Stock on the day previous to such date as reported by
NASDAQ or such successor quotation system; or (iii) if such Common Stock is not
publicly traded on an exchange and not quoted on NASDAQ or a successor
quotation system, the mean between the closing bid and asked prices for the
Common Stock, on the day previous to such date, as determined in good faith by
the Committee; or (iv) if the Common Stock is not publicly traded, the fair
market value established by the Committee acting in good faith.
Section 1.11 - Officer
"Officer" shall mean an officer of the Company, as defined in
Rule 16a-l(f) under the Exchange Act, as such Rule may be amended in the
future.
Section 1.12 - Option
"Option" shall mean an option to purchase Common Stock of the
Company, granted under the Plan.
Section 1.13 - Optionee
"Optionee" shall mean an Employee to whom an Option is granted
under the Plan.
Section 1.14 - Parent Corporation
"Parent Corporation" shall mean any corporation in an unbroken
chain of corporations ending with the Company if each of the corporations other
than the Company then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
Section 1.15 - Plan
"Plan" shall mean this 1996 Stock Option Plan for Non-Officer
Key Employees of IDEX Corporation.
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Section 1.16 - Retirement
"Retirement" shall mean termination of employment with the
Company upon reaching retirement age, or earlier, at the election of the
Employee, in accordance with the Company's policy on retirement.
Section 1.17 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.18 - Securities Act
"Securities Act" shall mean the Securities Act of 1933, as
amended.
Section 1.19 - Subsidiary
"Subsidiary" shall mean any corporation in an unbroken chain
of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.
Section 1.20 - Termination of Employment
"Termination of Employment" shall mean the time (which, in the
absence of any other determination by the Committee, shall be deemed to be the
last day actually worked by the Optionee) when the employee-employer
relationship between the Optionee and the Company, a Parent Corporation or a
Subsidiary is terminated for any reason, with or without cause, including, but
not by way of limitation, a termination by resignation, discharge, death or
Retirement, but excluding terminations where there is a simultaneous
reemployment by the Company, a Parent Corporation or a Subsidiary. The
Committee, in its absolute discretion, shall determine the effect of all other
matters and questions relating to Termination of Employment, including, but not
by way of limitation, the question of whether a Termination of Employment
resulted from a discharge for good cause, and all questions of whether
particular leaves of absence constitute Terminations of Employment.
ARTICLE II
GENERAL CONDITIONS
Section 2.1 - Shares Subject to Plan
The shares of stock subject to Options shall be shares of the
Common Stock. The aggregate number of such shares which may be issued upon
exercise of Options shall not exceed 800,000 shares. The shares of Common
Stock issuable upon exercise of such Options may be either previously
authorized and unissued shares or treasury shares.
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Section 2.2 - Unexercised Options
If any Option expires or is cancelled without having been
fully exercised, the number of shares subject to such Option but as to which
such Option was not exercised prior to its expiration or cancellation may again
be optioned hereunder, subject to the limitations of Section 2.1.
Section 2.3 - Changes in Company's Shares
In the event that the outstanding shares of Common Stock of
the Company are hereafter changed into or exchanged for a different number or
kind of shares or other securities of the Company, or of another corporation,
by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend or combination of shares,
appropriate adjustments shall be made by the Committee in the number and kind
of shares for the purchase of which Options may be granted, including
adjustments of the limitations in Section 2.1 on the maximum number and kind of
shares which may be issued on exercise of Options. In the event of an
adjustment contemplated by this Section 2.3 in any outstanding Options, the
Committee shall make an appropriate and equitable adjustment to the end that
after such event the Optionee's proportionate interest shall be maintained as
before the occurrence of such event. Such adjustment in any outstanding Options
shall be made without change in the total price applicable to the Option or the
unexercised portion of the Option (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in the Option price per share. In the event
of a "spin-off" or other substantial distribution of assets of the Company
which has a material diminutive effect upon Fair Market Value, the Committee
may in its discretion make an appropriate and equitable adjustment to the
Option exercise price to reflect such diminution. Any such adjustment made by
the Committee shall be final and binding upon all Optionees, the Company and
all other interested persons.
Notwithstanding the foregoing, in the event of such a
reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, stock dividend or combination, or other adjustment or event
which results in shares of Common Stock being exchanged for or converted into
cash, securities or other property, the Company will have the right to
terminate this Plan as of the date of the exchange or conversion, in which case
all Options under this Plan shall become the right to receive such cash,
securities or other property, net of any applicable exercise price.
Section 2.4 - Conditions to Issuance of Stock Certificates
The Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock purchased upon the
exercise of any Option, or portion thereof, prior to fulfillment of all of the
following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which the Common Stock is then listed; and
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(b) The completion of any registration or other
qualification of such shares under any state or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable; and
(c) The obtaining of any approval or other clearance from
any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and
(d) The payment to the Company (or other employer
corporation) of all amounts which it is required to withhold under federal,
state or local law in connection with the exercise of the Option; and
(e) The lapse of such reasonable period of time following
the exercise of the Option as the Committee may establish from time to time for
reasons of administrative convenience.
Section 2.5 - Merger, Consolidation, Acquisition, Liquidation or Dissolution
Notwithstanding any other provision of the Plan, in its
absolute discretion, and on such terms and conditions as it deems appropriate,
the Committee may provide by the terms of any Option that such Option cannot be
exercised after a Change in Control or the liquidation or dissolution of the
Company (collectively, "Control Events"); and if the Committee so provides, it
may, in its absolute discretion, on such terms and conditions as it deems
appropriate, also provide, either by the terms of any Option or by a resolution
adopted prior to the occurrence of such Control Event, that, for some period of
time beginning prior to and ending as of (and including) the time of such
event, such Option shall be exercisable as to all shares covered thereby,
notwithstanding anything to the contrary in Section 4.3(a), Section 4.3(b) or
any installment provisions of any Option.
Section 2.6 - Rights as Shareholders
The holders of Options shall not be, nor have any of the
rights or privileges of, shareholders of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to such
holders.
Section 2.7 - Transfer Restrictions
The Committee, in its absolute discretion, may impose such
restrictions on the transferability of the shares purchasable upon the exercise
of an Option as it deems appropriate. Any such restriction shall be set forth
in the respective Stock Option Agreement and may be referred to on the
certificates evidencing such shares.
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Section 2.8 - No Right to Continued Employment
Nothing in this Plan or in any Stock Option Agreement shall
confer upon any Optionee any right to continue in the employ of the Company,
any Parent Corporation or any Subsidiary or shall interfere with or restrict in
any way the rights of the Company, its Parent Corporations and its
Subsidiaries, which are hereby expressly reserved, to discharge any Optionee at
any time for any reason whatsoever, with or without cause.
ARTICLE III
GRANTING OF OPTIONS
Section 3.1 - Eligibility
Any key Employee, other than an Officer, shall be eligible to
be granted Options under the Plan, as provided in Section 3.2.
Section 3.2 - Granting of Options
(a) Upon the recommendation of the chief executive
officer of the Company, the Committee shall from time to time, in its absolute
discretion:
(i) Determine which Employees are key Employees
and select from among the key Employees (including those to whom
Options have been previously granted under the Plan) such of them as
in its opinion should be granted Options; and
(ii) Determine the number of shares to be subject
to such Options granted to such selected key Employees; and
(iii) Determine the terms and conditions of such
Options, consistent with the Plan.
(b) Upon the selection of an Employee to be granted an
Option, the Committee shall instruct the Secretary to issue such Option and may
impose such conditions on the grant of such Option as it deems appropriate.
Without limiting the generality of the preceding sentence, the Committee may,
in its discretion and on such terms as it deems appropriate, require as a
condition on the grant of an Option to an Employee that the Employee surrender
for cancellation some or all of the unexercised Options which have been
previously granted to such Employee. An Option the grant of which is
conditioned upon such surrender may have an option price lower (or higher) than
the option price of the surrendered Option, may cover the same (or a lesser or
greater) number of shares as the surrendered Option, may contain such other
terms as the Committee deems appropriate and shall be exercisable in accordance
with its terms, without regard to the number of shares, price, option period or
any other term or condition of the surrendered Option.
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ARTICLE IV
TERMS OF OPTIONS
Section 4.1 - Option Agreement
Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an authorized Officer of
the Company and which shall contain such terms and conditions as the Committee
shall determine, not inconsistent with the Plan.
Section 4.2 - Option Price
The price per share of the shares subject to each Option shall
be set by the Committee; provided, however, that the price per share shall not
be less than 100% of the Fair Market Value as of the date such Option is
granted.
Section 4.3 - Commencement of Exercisability
(a) Except as the Committee may otherwise provide, no
Option may be exercised in whole or in part during the first year after such
Option is granted.
(b) Subject to the provisions of Sections 4.3(a) and
4.3(c), Options shall become exercisable at such times and in such installments
(which may be cumulative) as the Committee shall provide in the terms of each
individual Option; provided, however, that by a resolution adopted after an
Option is granted the Committee may, on such terms and conditions as it may
determine to be appropriate and subject to Sections 4.3(a) and 4.3(c),
accelerate the time at which such Option or any portion thereof may be
exercised.
(c) No portion of an Option which is unexercisable at
Termination of Employment shall thereafter become exercisable; provided,
however, that in the event of a Termination of Employment resulting from the
Optionee's death, disability or Retirement, all Options shall become
exercisable, effective immediately upon the occurrence of such event.
Section 4.4 - Expiration of Options
(a) No Option may be exercised to any extent by anyone
after, and every Option shall expire no later than, the expiration of ten years
from the date the Option was granted.
(b) Subject to the provisions of Section 4.4(a), the
Committee shall provide, in the terms of each individual Option, when such
Option expires and becomes unexercisable.
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Section 4.5 - Consideration
In consideration of the granting of an Option, the Optionee
shall agree, in the written Stock Option Agreement, to remain in the employ of
the Company, a Parent Corporation or a Subsidiary, with such duties and
responsibilities as the Company shall from time to time prescribe.
ARTICLE V
EXERCISE OF OPTIONS
Section 5.1 - Person Eligible to Exercise
During the lifetime of the Optionee, only such Optionee may
exercise an Option (or any portion thereof) granted to such Optionee. After
the death of the Optionee, any exercisable portion of an Option may, prior to
the time when such portion becomes unexercisable under the Plan or the
applicable Stock Option Agreement, be exercised by such Optionee's Beneficiary.
"Beneficiary" shall mean any one or more persons, corporations, trusts,
estates, or any combination thereof, last designated by an Optionee in
accordance with the applicable Stock Option Agreement.
Section 5.2 - Partial Exercise
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the Committee may,
by the terms of the Option, require any partial exercise to be with respect to
a specified minimum number of shares.
Section 5.3 - Manner of Exercise
An exercisable Option, or any exercisable portion thereof, may
be exercised solely by delivery to the Secretary or the Secretary's office of
all of the following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:
(a) Notice in writing signed by the Optionee or other
person then entitled to exercise such Option or portion, stating that such
Option or portion is exercised, such notice complying with all applicable rules
established by the Committee;
(b) Full payment (in cash or by check) for the shares
with respect to which such Option or portion thereof is exercised, including
payment to the Company (or other employer corporation) of all amounts which it
is required to withhold under federal, state or local law in connection with
the exercise of the Option. However, in the discretion of the Committee,
payment may be made, in whole or in part, through (i) the delivery of shares of
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Common Stock owned by the Optionee, duly endorsed for transfer to the Company
with a Fair Market Value on the date of delivery equal to that portion of the
aggregate exercise price of the Option or exercised portion thereof plus the
amount of the applicable withholding tax for which such payment is permitted by
the Committee; (ii) the surrender of shares of Common Stock then issuable upon
exercise of the Option having a Fair Market Value on the date of Option
exercise equal to that portion of the aggregate exercise price of the Option or
exercise portion thereof, plus the amount of the applicable withholding tax,
for which such payment is permitted by the Committee; (iii) the delivery of a
full recourse promissory note bearing interest (at no less than such rate as
shall then preclude the imputation of interest under the Code) and payable upon
such terms as may be prescribed by the Committee; (iv) to the extent permitted
by law, a "cashless exercise procedure" satisfactory to the Committee which
permits the Optionee to deliver an exercise notice to a broker-dealer, who then
sells Option shares, delivers the proceeds of the sale, less commission, to the
Company, which delivers such proceeds, less the exercise price and withholding
taxes, to the Optionee, or (v) any combination of the consideration provided in
the foregoing subparagraphs (i), (ii), (iii) and (iv). In the case of a
promissory note, the Committee may also prescribe the form of such note and the
security (if any) to be given for such note. Notwithstanding the foregoing,
the Option may not be exercised by delivery of a promissory note or by a loan
from the Company where such loan or other extension of credit is prohibited by
law;
(c) Such representations and documents as the Committee,
in its absolute discretion, deems necessary or advisable to effect compliance
with all applicable provisions of the Securities Act and any other federal or
state securities laws or regulations. The Committee may, in its absolute
discretion, also take whatever additional actions it deems appropriate to
effect such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer orders to transfer agents and
registrars; and
(d) In the event that the Option or portion thereof shall
be exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.
ARTICLE VI
ADMINISTRATION
Section 6.1 - Compensation Committee
The Compensation Committee shall consist of two or more
Directors, appointed by and holding office at the pleasure of the Board, none
of whom may (i) be an Officer, (ii) receive compensation, either directly or
indirectly, from the Company or any Parent Corporation or Subsidiary, for
services rendered in any capacity other than as a Director, except for an
amount that does not exceed the dollar amount for which disclosure would be
required pursuant to Item 404 of Regulation S-K ("Item 404"), (iii) possess an
interest in any other transaction for which disclosure would be required
pursuant to Item 404 or (iv) be engaged in a business relationship for which
disclosure would be required pursuant to Item 404. The constitution of the
Committee must also comply with the requirements of
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Section 162(m) of the Code. The failure of the constitution of the Committee
to comply with the foregoing requirements shall not adversely affect the
validity of any shares issued upon exercise of Options under the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time. Vacancies in the
Committee shall be filled by the Board.
Section 6.2 - Duties and Powers of Committee
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the Plan and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. In its absolute
discretion, the Board may at any time and from time to time exercise any and
all rights and duties of the Committee under this Plan except with respect to
matters which under Section 162(m) of the Code, or any regulations or rules
issued thereunder, are required to be determined in the sole discretion of the
Committee.
Section 6.3 - Majority Rule
The Committee shall act by a majority of its members in office.
The Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.
Section 6.4 - Compensation; Professional Assistance; Good Faith Actions
Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Committee in connection with the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Optionees, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Options, and all members of the Committee
shall be fully protected by the Company in respect to any such action,
determination or interpretation.
ARTICLE VII
OTHER PROVISIONS
Section 7.1 - Options Not Transferable
No Option or interest or right therein or part thereof shall
be liable for the debts, contracts or engagements of the Optionee or the
Optionee's successors in interest or
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shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect;
provided, however, that nothing in this Section 7.1 shall prevent transfers to
a Beneficiary.
Section 7.2 - Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the
Committee. Neither the amendment, suspension nor termination of the Plan
shall, without the consent of the holder of an Option, impair any rights or
obligations under any Option theretofore granted. No Option may be granted
during any period of suspension nor after termination of the Plan, and in no
event may any Option be granted under this Plan after September 24, 2006.
Section 7.3 - Effect of Plan Upon Other Option and Compensation Plans
The adoption of this Plan shall not affect any other compensation
or incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary. Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or any Subsidiary (a) to establish any other
forms of incentives or compensation for employees of the Company, any Parent
Corporation or any Subsidiary or (b) to grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
Section 7.4 - Titles
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
Section 7.5 - Conformity to Securities Laws
The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act, the Exchange Act and the Code and any and
all regulations and rules promulgated by the Securities and Exchange Commission
and Internal Revenue Service thereunder. Notwithstanding anything herein to
the contrary, the Plan shall be administered, and Options shall be granted and
may be exercised, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and Options
granted hereunder shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.
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Section 7.6 - Governing Law
This Plan and any agreements hereunder shall be administered,
interpreted and enforced in accordance with the laws of the State of Illinois
(without reference to the choice of law provisions of Illinois law).
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* * * *
I hereby certify that the foregoing Plan was duly approved by the
Board of Directors of IDEX Corporation effective September 24, 1996.
Executed on this 12th day of December, 1996.
/s/ Wayne P. Sayatovic
Secretary
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