EXHIBIT 10.11
THE WACKENHUT CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Effective April 28, 1995)
AS AMENDED THROUGH FEBRUARY 09, 2001
Amendment to
The Wackenhut Corporation
Nonemployee Director Stock Option Plan
EFFECTIVE: 2/9/01, Item 6.1 the Wackenhut Corporation Nonemployee Director Stock
Option Plan be amended to read as follows:
6.1 Subject to the limitation on the number of shares subject to
this Plan, each Nonemployee Director shall be granted an
Option to purchase 5,000 Shares upon his or election and/or
reelection to serve on the Board.
Amendment to
The Wackenhut Corporation
Nonemployee director Stock Option Plan
EFFECTIVE: 10/29/96, Item 6.10 of the Wackenhut Corporation Nonemployee Stock
Option Plan to be revised as follows:
6.10 Termination of Service on Board for Others Reasons. If service
of the Participants on the Board shall terminate for any
reason other than for death or Disability, any outstanding
Options held by the Participant shall remain exercisable at
any time prior to their expiration date, or for ten years from
the date of the grant of the Options, whichever is shorter.
THE WACKENHUT CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Effective April 28, 1995)
CONTENTS
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SECTION PAGE
ARTICLE 1. THE PLAN
1.1 Establishment of the Plan 1
1.2 Purpose of the Plan 1
1.3 Duration of the Plan 1
ARTICLE II. DEFINITIONS
2.1 Award Agreement 2
2.2 Board 2
2.3 Code 2
2.4 Company 2
2.5 Disability 2
2.6 Exchange Act 2
2.7 Fair Market Value 2
2.8 Nonemployee Director 2
2.9 Option 3
2.10 Participant 3
2.11 Plan Administrator 3
2.12 Shares 3
ARTICLE III. ADMINISTRATION
3.1 The Plan Administrator 4
3.2 Authority of the Plan Administrator 4
3.3 Decisions Binding 4
ARTICLE IV. SHARES SUBJECT TO THE PLAN
4.1 Number of Shares 5
4.2 Lapsed Option Grants 5
4.3 Adjustments in Authorized Shares 5
ARTICLE V. ELIGIBILITY AND PARTICIPATION
5.1 Eligibility 6
5.2 Actual Participation 6
ARTICLE VI. NONQUALIFIED STOCK OPTIONS
6.1 Grants of Options 7
6.2 Limitation on Grant of Options 7
6.3 Award Agreement 7
6.4 Option Price 7
6.5 Duration of Options 7
6.6 Vesting of Shares Subject to Option 7
6.7 Payment
6.8 Termination of Service on Board Due to Death 8
6.9 Termination of Service on Board Due to Disability 8
6.10 Termination of Service on Board for Other Reasons 8
6.11 Nontransferability of Options 9
6.12 Restrictions on Share Transferability 9
ARTICLE VII. AMENDMENT, MODIFICATION, AND TERMINATION
7.1 Amendment, Modification, and Termination 10
7.2 Options Previously Granted 10
ARTICLE VIII. MISCELLANEOUS
8.1 Indemnification 11
8.2 Beneficiary Designation 11
8.3 Successors 11
8.4 Severability 11
8.5 Requirements of Law 11
8.6 Governing Law 12
ARTICLE I. THE PLAN
1.1 ESTABLISHMENT OF THE PLAN
The Wackenhut Corporation, (the "Company"), hereby establishes an incentive
compensation plan providing for the grant of nonqualified stock options to
Nonemployee Directors, subject to the terms and provisions set forth herein.
This plan shall be known as the Wackenhut Corporation Nonemployee Director Stock
Option Plan (the "Plan").
Subject to ratification by an affirmative vote of a majority of Shares present
and entitled to vote at the 1996 Annual Meeting at which a quorum is present,
the Plan shall become effective as of April 28, 1995 (the "Effective Date").
1.2. PURPOSE OF THE PLAN
The purpose of the Plan is to promote the achievement of long-term objectives of
the Company by linking the personal interests of Nonemployee Directors to those
of Company shareholders, and to attract and retain Nonemployee Directors of
outstanding competence.
1.3. DURATION OF THE PLAN
The Plan shall commence on April 28, 1995 and shall remain in effect, subject to
the right of the Board to amend or terminate the Plan at any time pursuant to
section 7.1, until all Shares subject to the Plan have been purchased or
acquired according to the Plan's provisions. However, in no event may an Option
be granted under the Plan on or after April 27, 2005.
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ARTICLE II. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set forth
below unless otherwise expressly provided. When the defined meaning is intended,
the term is capitalized. The definition of any term in the singular shall also
include the plural.
2.1 AWARD AGREEMENT
Award Agreement means an agreement entered into by the Company and each
Participant setting forth the terms and provisions applicable to Options granted
under this Plan.
2.2. BOARD
Board means the Board of Directors of The Wackenhut Corporation.
2.3 CODE
Code means the Internal Revenue Code of 1986, as amended from time to time.
2.4 COMPANY
Company means The Wackenhut Corporation and any successor organization as
provided in section 8.3.
2.5 DISABILITY
Disability means any disabling condition which entitles the Participant to
disability benefits under the federal Social Security Act.
2.6 EXCHANGE ACT
Exchange Act means the Securities Exchange Act of 1934, as amended from time to
time.
2.7 FAIR MARKET VALUE
Fair Market Value means the last closing sale price of a Share on or prior to
the relevant date that is reported by the principal securities exchange on which
the Shares are publicly traded.
2.8 NONEMPLOYEE DIRECTOR
Nonemployee Director means any individual who is a member of the Board, but who
has never otherwise been an employee of the Company.
2.9 OPTION
Option means an option to purchase Shares granted under Article VI. Such Options
are not intended to meet the requirements of Code section 422.
2.10 PARTICIPANT
Participant means a Nonemployee Director of the Company who has one or more
outstanding Options under the Plan.
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2.11 PLAN ADMINISTRATOR
Plan Administrator means the Compensation Committee of the Company's Board.
2.12 SHARES
Shares means the series B common stock of the Company.
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ARTICLE III. ADMINISTRATION
3.1 THE PLAN ADMINISTRATOR
The Plan shall be administered by the Plan Administrator subject to the
restrictions set forth in this Plan. The Plan Administrator may delegate to one
or more individuals or a committee any of its powers and duties as Plan
Administrator that it deems desirable. In this case, every reference in the Plan
to the Plan Administrator shall be deemed to include these individuals or the
committee as to matters within their jurisdiction.
3.2 AUTHORITY OF THE PLAN ADMINISTRATOR
The Plan Administrator shall have the full power, discretion, and authority to
administer this Plan in a manner which is consistent with its provisions. Except
as provided below, the Plan Administrator shall have the exclusive right to
interpret the terms and provisions of the Plan and to determine any and all
questions arising under the Plan or in connection with the administration
thereof, including, without limitation, the right to remedy or resolve possible
ambiguities, inconsistencies, or omissions, by general rule or particular
decision.
However, in no event shall the Plan Administrator have the power to determine
Plan eligibility, or to determine the number, the purchase price, the vesting
period, or the frequency and timing of Options to be granted under the Plan to
any participant. All such determinations are automatic pursuant to the
provisions of this Plan.
3.3. DECISIONS BINDING
All determinations and decisions made by the Plan Administrator pursuant to the
provisions of the Plan shall be final, conclusive, and binding on all persons,
including the Company, its stockholders, employees, Participants, and their
estates and beneficiaries.
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ARTICLE IV. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES
Subject to adjustment as provided in section 4.3, no more than 275,000 Shares
shall be eligible for purchase by Participants pursuant to Options granted under
this Plan.
4.2 LAPSED OPTIONS GRANTS
If any Option granted under this Plan terminates, expires, or lapses for any
reason, any Shares subject to purchase pursuant to such Option shall again be
available for the grant of an Option under the Plan.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES
In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, Share combination or other
change in the corporate structure of the Company affecting the Shares, such
adjustment shall be made in the number and class of and/or price of Shares
subject to outstanding Options granted under this Plan, as may be determined to
be appropriate and equitable by the Board, in its sole discretion, to prevent
dilution or enlargement of rights.
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ARTICLE V. ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY
Nonemployee Directors shall be eligible to become Participants in accordance
with section 5.2.
5.2 ACTUAL PARTICIPATION
Subject to the provisions of Article VI, all Nonemployee Directors shall become
Participants by receiving grants of Options upon election and/or reelection to
serve on the Board.
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ARTICLE VI. NONQUALIFIED STOCK OPTIONS
6.1 GRANTS OF OPTIONS
Subject to the limitation on the number of Shares subject to this Plan, each
Nonemployee Director shall be granted an Option to purchase 5,000 Shares upon
his or her election and/or reelection to serve on the Board.
6.2 LIMITATION ON GRANT OPTIONS
Other than those grants of Options set forth in section 6.1, no additional
Options shall be granted under this Plan.
6.3 AWARD AGREEMENT
Each Option grant shall be evidenced by an Award Agreement that shall specify
the Option Price (as defined in Section 6.4), the duration of the Option, and
the number of Shares available for purchase under the Option as set forth in
this Plan.
6.4 OPTION PRICE
The purchase price per Share available for purchase under an Option shall be
equal to the Fair Market Value of such Share on the date the Option is granted.
6.5 DURATION OF OPTIONS
Each Option shall expire on the tenth (10th) anniversary date of its grant.
6.6 VESTING OF SHARES SUBJECT TO OPTION
Options granted under the Plan shall be 100 percent vested at all times.
Participants shall be entitled to exercise Options at any time and from time to
time, within the time period beginning on the date on which the Option is
granted, and ending ten (10) years after the grant of the Option.
6.7 PAYMENT
Options shall be exercised by the delivery of a written notice of exercise to
the Secretary of the Company, setting forth the number of Shares with respect to
which the Option is to be exercised. The Option Price (as defined in section
6.4) of any Option shall be payable to the Company in full in cash or its
equivalent upon exercise.
As soon as practicable after receipt of a written notification of exercise and
full payment, the Company shall deliver to the Participant, in he Participant's
name, Share certificates in an appropriate amount based upon the number of
Shares purchased pursuant to the exercise of the Option.
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6.8 TERMINATION OF SERVICE ON BOARD DUE TO DEATH
If a Participant dies while he or she is actively serving as a Nonemployee
Director, any outstanding Options may be exercised by the Participant's legal
representative or beneficiary any time before the earlier of --
(a) the expiration date of such Options; or
(b) the second anniversary of the Participants death.
6.9 TERMINATION OF SERVICE ON BOARD DUE TO DISABILITY
If a Participant incurs a Disability while he or she is actively serving as a
Nonemployee Director, the Participant may exercise any Options that are
outstanding at the time of such Disability before the earlier of --
(a) the expiration date of such Options; or
(b) the second anniversary of the date of Disability. (If the Participant dies
after incurring a Disability, but before the expiration of the exercise
period described above, the Participant's legal representative or
beneficiary may exercise any outstanding Options before the expiration of
such period.)
6.10 TERMINATION OF SERVICE ON BOARD FOR OTHER REASONS
If the service of the Participant on the Board shall terminate for any reason
other than for death or Disability, any outstanding Options held by the
Participant shall remain exercisable at any time prior to their expiration date,
or for six months after the date the Participant's service on the Board
terminates, whichever period is shorter.
6.11 NONTRANSFERABILITY OF OPTIONS
No Option granted under this Plan may be sold, transferred, pledged, or
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, all Options granted to a Participant
under this Plan shall be exercisable during his or her lifetime only by such
Participant.
6.12 RESTRICTIONS ON SHARE TRANSFERABILITY
The Board may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option under this Plan, as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities laws, under
the requirements of any Stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.
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ARTICLE VII. AMENDMENT, MODIFICATION, AND TERMINATION
7.1 AMENDMENT, MODIFICATION, AND TERMINATION
The Board may at any time alter, amend, suspend, or terminate the Plan in whole
or part. However, no amendment which fails to comply with the exemptions
available under Rule 16b-3 of the Exchange Act, including any successor to the
Rule, shall be effective.
7.2 OPTIONS PREVIOUSLY GRANTED
Unless required by law, no termination, amendment, or modification of this Plan
shall in any manner adversely affect any Option previously granted under this
Plan, without the written consent of the Participant holding the Option.
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ARTICLE VIII. MISCELLANEOUS
8.1 INDEMNIFICATION
The Company shall indemnify each person against any and all claims, losses,
damages, and expenses (including counsel fees) incurred by such individual for
the exercise of any duties as Plan Administrator, whether singly or as a member
of committee, and against any liability, including any amounts paid in
settlement with the Company's approval, arising from the individual's action or
failure to act, except when the same is judicially determined to be attributable
to the gross negligence or willful misconduct of the individual.
8.2 BENEFICIARY DESIGNATION
Each Participant under this Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to exercise the
rights described in sections 6.8 and 6.9. Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the Plan
Administrator and will be effective only when filed by the Participant in
writing with the Plan Administrator during his or her lifetime. In the absence
of any such designation, such rights may be exercised by the executor of the
Participant's estate.
8.3 SUCCESSORS
All obligations of the Company under this Plan, with respect to Options granted
hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
8.4 SEVERABILITY
If a provision of this Plan shall be held illegal or invalid, the illegality or
invalidity shall not affect the remaining parts of the Plan. The Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included herein.
8.5 REQUIREMENTS OF THE LAW
The granting of Options under this Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
8.6 GOVERNING LAW
To the extent not preempted by Federal law, this Plan, and all Award Agreements
hereunder, shall be construed in accordance with the laws of the State of
Florida.
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CERTIFICATE OF ASSISTANT SECRETARY
OF
THE WACKENHUT CORPORATION
The undersigned hereby certifies that he is the duly elected,
qualified, and acting Assistant Secretary of The Wackenhut Corporation., a
Florida corporation (the "Company"), and that as such, he is familiar with the
facts herein certified and is duly authorized to certify the same and does
hereby certify:
1. The foregoing is a true, correct and complete copy of the
Wackenhut Corporation Nonemployee Director Stock Option Plan as
amended;
2. AND THAT the foregoing is fully in accord with and pursuant to
the Bylaws of the Corporation, and that the same is in full
force and effect.
IN WITNESS WHEREOF, I have hereto subscribed my name and affixed the seal of
the Corporation on this February 25, 2002.
/s/ F. E. Finizia
--------------------------------------- (SEAL)
F. E Finizia,
Assistant Secretary (Authorized Officer)
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