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EXHIBIT 10(b)(iv)
CROWN CRAFTS, INC.
1995 STOCK OPTION PLAN
ARTICLE
I.
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Annual Meeting Date" shall mean the date of the
annual meeting of the shareholders of the Company at which the directors are
elected.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Change in Control" shall mean the occurrence of any
of the following:
(i) The Company is merged, consolidated
or reorganized into or with another corporation or other legal person
and as a result of such merger, consolidation or reorganization less
than two-thirds of the combined voting power of the then-outstanding
securities of such other corporation or person immediately after such
transaction are held in the aggregate by the holders of the
then-outstanding securities entitled to vote generally in the election
of directors (the "Voting Stock") of the Company immediately prior to
such transaction;
(ii) The Company sells or otherwise
transfers all or substantially all of its assets to any other
corporation or other legal person, and as a result of such sale or
transfer, less than two-thirds of the combined voting power of the
then-outstanding voting securities of such other corporation or entity
immediately after such sale or transfer are held in the aggregate by
the holders of Voting Stock of the Company immediately prior to such
sale or transfer;
(iii) The shareholders of the Company approve any
plan or proposal for the liquidation or dissolution of the Company;
(iv) There is a report filed on Schedule
13D or Schedule 14D-1 under the Exchange Act (or any successor
schedule, form, report or item therein), disclosing that any person
(as the term "person" is used in Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act) has become the beneficial owner (as defined under
Rule 13d-3 or any successor
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rule) of securities representing 20% or more of the combined voting
power of the Voting Stock of the Company;
(v) The Company files a report or proxy
statement with the Securities and Exchange Commission pursuant to the
Exchange Act disclosing in, or in response to, Form 8-K or Schedule
14A (or any successor schedule, form or report) that a change in
control of the Company has or may have occurred or will or may occur
in the future pursuant to any then-existing contract or transaction;
or
(vi) If during any period of two
consecutive years, individuals who at the beginning of such period
constitute the directors of the Company cease for any reason to
constitute at least two-thirds thereof; provided, however, that for
such purposes each director who is first elected, or first nominated
for election by the Company's shareholders, by a vote of at least
two-thirds of the directors of the Company then still in office who
were directors of the Company at the beginning of any such period will
be deemed to have been a director of the Company at the beginning of
such period; or
(vii) Notwithstanding the foregoing provisions of
paragraphs (iv) or (v) above, a Change in Control shall not be deemed
to have occurred for purposes of paragraphs (iv) or (v) solely because
(a) any entity in which the Company, directly or indirectly,
beneficially owns 50% or more of the voting securities of such entity
(an "Affiliate"), (b) any Company-sponsored employee stock ownership
plan or any other employee benefit plan of the Company or any
Affiliate or (c) any group whose beneficial ownership includes Voting
Stock owned of record or beneficially, directly or indirectly, by
Philip Bernstein, his spouse or his lineal descendants, either files
or becomes obligated to file a report or a proxy statement under or in
response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or
any successor schedule, form or report) under the Exchange Act,
disclosing beneficial ownership by it of shares of Voting Stock,
whether in excess of 20% or otherwise, or because the Company reports
that a change in control of the Company has or may have occurred or
will or may occur in the future by reason of such beneficial
ownership;
(viii) Notwithstanding the foregoing paragraphs (i)
through (vi) above, solely with respect to Options granted under
Article VI to Employees (and not with respect to any Option granted to
a Nonemployee Director under Article VII) a Change in Control shall
not be deemed to have occurred if so determined by a vote of a
majority of the directors described in paragraph (vi) above prior to
an event described in paragraph (i) through (iii) or within 90 days
after the occurrence of an event described in paragraph (iv) or (v)
above.
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(d) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(e) "Committee" shall mean a committee of the Board
designated by the Board to administer the Plan. For purposes of any action
taken with respect to an Option granted to an officer or director of the
Company subject to Section 16 of the Exchange Act, the Committee shall consist
solely of two or more Nonemployee Directors. For purposes of any action taken
with respect to an Option granted to any other Employee, the Committee may
delegate its authority under the Plan to any member or members of the Board.
(f) "Company" shall mean Crown Crafts, Inc., a Georgia
corporation.
(g) "Disabled Person" shall mean an Employee who, as
determined by a licensed physician acceptable to the Committee and evidenced by
a certificate to the Company, is completely unable to engage in the Employee's
regular occupation by reason of any physical or mental impairment that can be
expected to result in death or that has lasted or can be expected to last for a
continuous period of not less than twelve (12) months; provided, the
determination of the Committee in its sole discretion as to the classification
of an employee as a Disabled Person shall be final.
(h) "Effective Date" shall mean May 13, 1995.
(i) "Employee" shall mean any common law employee of the
Company or any of its Subsidiaries who is determined by the Committee to be a
"key employee" of the Company or such Subsidiary.
(j) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
(k) "Fair Market Value" shall mean the fair market value
of the Stock as determined by the Committee for the date in question. If the
Stock is listed on a national securities exchange, the fair market value per
share of Stock shall be not less than 100% of the closing price of the Stock on
such national securities exchange on such date. If the Stock is listed on a
national securities exchange but no sales of shares of Stock occurred thereon
on such date, the fair market value per share of Stock shall be not less than
100% of the closing price of the Stock on the closest date preceding such date.
If the Stock is not listed on a national securities exchange, the fair market
value of the Stock shall be determined by the method or procedures as
established from time to time by the Committee.
(l) "Incentive Stock Option" shall mean an option to
purchase any stock of the Company, which option complies with and is subject to
the terms, limitations and conditions of Section 422 of the Code and any
regulations promulgated with respect thereto.
(m) "LSAR" shall mean a limited stock appreciation right
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granted pursuant to Article VIII of the Plan.
(n) "Nonemployee Director" shall mean a member of the
Board of Directors who is not an Employee at the time of grant of an Option.
(o) "Nonstatutory Stock Option" shall mean an option to
purchase any stock of the Company, which option does not qualify for treatment
as an Incentive Stock Option under Section 422 of the Code but instead is
subject to tax under Section 83 of the Code.
(p) "Option" shall mean either an Incentive Stock Option
or a Nonstatutory Stock Option granted to an Employee or Nonemployee Director
pursuant to the Plan.
(q) "Optionee" shall mean an Employee or Nonemployee
Director to whom an Option has been granted hereunder.
(r) "Plan" shall mean the Crown Crafts, Inc. 1995 Stock
Option Plan, the terms of which are set forth herein.
(s) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under Section 16 of the Exchange Act (or any
successor rule to the same effect) as in effect from time to time.
(t) "Stock" shall mean the $1.00 par value common stock
of the Company or, in the event that the outstanding shares of Stock are
hereafter changed into or exchanged for shares of a different class or series
of stock or other securities of the Company or some other corporation, such
other stock or securities.
(u) "Stock Option Agreement" shall mean a written
document evidencing an Option grant by the Company to the Optionee under which
the Optionee may purchase Stock under the Plan.
(v) "Subsidiary" shall mean any corporation in which the
Company owns or controls directly or indirectly more than 50% of the total
combined voting power represented by all classes of stock issued by such
corporation at the time of grant of any Option.
(w) "Ten Percent Shareholder" shall mean any person who,
as of the date an Option is granted to such person, owns or is considered to
own stock representing more than 10% of the total combined voting power of all
classes of stock of the Company. For this purpose, a person shall be
considered to own (i) the stock owned, directly or indirectly, by or for such
person's brothers and sisters (whether by the whole or half blood), spouse,
ancestors and lineal descendants; and (ii) the stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust in proportion
to such person's stock interest, partnership interest or beneficial interest
therein.
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ARTICLE II.
THE PLAN
2.1 Purpose. The purpose of the Plan is to advance the interests
of the Company and its shareholders by affording selected Employees and
Nonemployee Directors an opportunity to acquire or increase their proprietary
interests in the Company by granting such persons Options to purchase Stock in
the Company.
2.2 Effective Date. The Plan shall become effective on the
Effective Date; provided, if the Plan is not approved by the holders of a
majority of the shares of stock of the Company represented at a meeting and
entitled to vote thereon within 12 months before or after the date on which the
Plan is adopted by the Board, the Plan and any Options granted thereunder shall
terminate and become null and void.
2.3 Termination Date. Subject to Section 2.2 hereof, the Plan
shall terminate and no further Options shall be granted hereunder upon the 10th
anniversary of the Effective Date.
ARTICLE III.
PARTICIPANTS
Employees and Nonemployee Directors shall be eligible to participate
in the Plan. The Committee may grant Options to any Employee as it may
determine from time to time in its sole discretion. In addition, Nonemployee
Directors shall be awarded Options on a nondiscretionary basis as provided in
Article VII hereof.
ARTICLE IV.
ADMINISTRATION
4.1 Duties and Powers of Committee.
(a) The Plan shall be administered by the Committee. The
Board may from time to time remove members from, or add members to, the
Committee and shall fill any vacancy on the Committee. The Committee shall
keep minutes of its meetings and shall make such rules and regulations for the
conduct of its business as it may deem necessary. The determination of the
Committee on the matters referred to in this Section 4.1 shall be conclusive.
(b) Subject to the express provisions of the Plan, the
Committee shall have the discretion and authority to determine to whom from
among the Employees an Option will be granted, the time or times at which each
Option granted to an Employee may be
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exercised, the number of shares of Stock subject to each such Option and the
terms and conditions of each such Stock Option Agreement. Subject to the
express provisions of the Plan, the grant of an Option by the Committee shall
be final and shall not be subject to approval by any other party.
Notwithstanding the foregoing or anything in the Plan to the contrary, the
Committee shall not exercise discretion with respect to grants of Options to
Nonemployee Directors or the terms and conditions of Stock Option Agreements
with Nonemployee Directors, which shall be subject to Article VII hereof.
(c) Subject to the express provisions of the Plan, the
Committee shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and requirements relating to it, to
determine the details and provisions of each Stock Option Agreement, and to
make all other determinations necessary or advisable in the administration of
the Plan, including, without limitation, the amending or altering of the Plan
and any Options granted hereunder as may be required to comply with or to
conform to any federal, state or local laws or regulations.
(d) No member of the Board or the Committee shall be
liable to any person for any action or determination made in good faith with
respect to the Plan or any Option granted hereunder.
4.2 Majority Rule. A majority of the members of the Committee
shall constitute a quorum, and any action taken by a majority at a meeting at
which a quorum is present or any action taken without a meeting evidenced by a
writing executed by all the members of the Committee shall constitute the
action of the Committee.
ARTICLE V.
SHARES OF STOCK SUBJECT TO PLAN
5.1 Limitations. Subject to adjustments pursuant to the
provisions of Section 5.2 hereof, the maximum number of shares of Stock that
may be issued and sold pursuant to the exercise of Options hereunder, in the
aggregate or to any one Employee, shall not exceed 1,500,000 shares of Stock.
The grant of an LSAR shall not reduce the number of shares of Stock that may be
issued and sold hereunder. Shares of Stock subject to an Option may be either
authorized but unissued shares or shares issued and reacquired by the Company.
If outstanding Options granted hereunder shall terminate or expire for any
reason without being wholly exercised, the shares of Stock allocable to any
unexercised portion of such Option may again be the subject of an Option
granted under the Plan.
5.2 Adjustments. In the event of any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company, any merger, consolidation,
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spin-off, reorganization, partial or complete liquidation or other distribution
of assets, issuance of rights or warrants to purchase securities, or any other
corporate transaction having an effect similar to any of the foregoing:
(a) The Committee may make or provide for such
adjustments in the number of shares of Stock subject to each outstanding
Option, the Option price applicable to such Option and the kind of shares
covered thereby, as the Committee in its sole discretion may in good faith
determine to be equitably required in order to prevent dilution or enlargement
of the rights of Optionees;
(b) The Committee may make or provide for such
adjustments in the number of shares specified in Sections 5.1 and 7.2 as the
Committee in its sole discretion may in good faith determine to be appropriate
in order to reflect such transaction or event; and
(c) The Committee may provide in substitution for any or
all outstanding Options such alternative consideration as the Committee may in
good faith determine to be equitable under the circumstances, or it may provide
that the Optionee will be entitled to receive an equivalent grant or award in
respect of securities of the surviving entity of any merger, consolidation or
other transaction having a similar effect.
Notwithstanding the foregoing, (i) any adjustments or amendments to
Incentive Stock Options under this Section 5.2 shall, if determined by the
Committee, be made in accordance with Section 424(a) of the Code so as to
preserve the status of such Options as incentive stock options under Section
422 of the Code, and (ii) Nonstatutory Stock Options subject to grants or
previously granted to Nonemployee Directors at the time of any such event
described in this Section 5.2 shall be subject only to such adjustment as shall
be necessary to maintain the proportionate interest of the Optionee and
preserve, without exceeding, the value of the Option.
ARTICLE VI.
OPTIONS TO BE GRANTED TO EMPLOYEES
6.1 General. The provisions of this Article VI shall apply to
Options granted by the Committee to Employees and, except as expressly set
forth in Article VII, shall not apply to Options granted to Nonemployee
Directors.
6.2 Option Grant. Each Option granted hereunder to an Optionee
shall be evidenced by minutes of a meeting of the Committee or the written
consent of the Committee, and by a written Stock Option Agreement dated as of
the date of grant and executed by the Company and the Optionee. As to each
such grant hereunder, the terms of the Option, including the Option's duration,
time or
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times of exercise, and exercise price shall be stated in the Stock Option
Agreement. The Stock Option Agreement shall clearly identify whether the
Options granted are Incentive Stock Options or Nonstatutory Stock Options. If
an Incentive Stock Option and a Nonstatutory Stock Option are issued together,
the right of the Optionee to exercise or surrender one such Option shall not be
conditioned on the surrender of, or failure to exercise, the other Option. The
terms and conditions of each Stock Option Agreement shall be consistent with
the Plan, and in the event of any inconsistencies between the Plan and any
Stock Option Agreement, the terms of the Plan shall control.
6.3 Optionee Limitations. To the extent that the aggregate Fair
Market Value of stock of the Company with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year (under the Plan and all other Incentive Stock Option plans of the Company)
exceeds $100,000, such options shall be treated as Nonstatutory Stock Options.
The rule set forth in the preceding sentence shall be applied by taking options
into account in the order in which they were granted. For purposes of this
Section 6.3, the Fair Market Value of stock shall be determined as of the time
the option with respect to such stock is granted.
6.4 Option Price. The per share Option price of the Stock subject
to each Incentive Stock Option shall be equal to the Fair Market Value of the
Stock on the date the Option is granted; provided, the Option price of the
Stock subject to any Incentive Stock Option granted to a Ten Percent
Shareholder shall be equal to at least 110% of the Fair Market Value of the
Stock. The per share Option price of the Stock subject to each Nonstatutory
Stock Option shall be determined by the Committee, and may be less than Fair
Market Value on the date the Option is granted.
6.5 Exercise Period. The period of the exercise of each Option
shall be determined by the Committee, but in no instance shall the exercise
period for an Incentive Stock Option exceed 10 years (5 years in the case of an
Option granted to a Ten Percent Shareholder) from the date of grant of the
Option. The Committee shall have the right to accelerate, in whole or in part,
from time to time, conditionally or unconditionally, rights to exercise any
Option granted hereunder.
6.6 Acceleration Upon Change in Control. Unless otherwise
determined by the Committee and set forth in the Stock Option Agreement, each
Option shall become fully and immediately exercisable upon the occurrence of a
Change in Control, provided that the Optionee is employed by the Company or a
Subsidiary on the date of such Change in Control. Notwithstanding the
foregoing, if an Employee exercises an LSAR following an event described in
paragraph (iv) or (v) of the definition of Change in Control contained in
Article I hereof, the exercise of any portion of the Option which would not,
except to the extent that such event constitutes a Change in Control, then be
exercisable shall not be
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effective until the expiration of the 90 day period following such event. If
the directors determine that the event did not constitute a Change in Control
in accordance with paragraph (viii) of such definition, the exercisability of
the Option shall not be accelerated.
6.7 Option Exercise. Unless otherwise provided in the Stock
Option Agreement, an Option shall be exercisable in whole or in part at any
time and from time to time prior to expiration of the Option. The Committee
shall have the authority in its sole discretion to prescribe in any Stock
Option Agreement that the Option may be exercised in installments during the
term of the Option and to further condition an Optionee's right to exercise all
or any portion thereof.
(a) An Option may be exercised at any time and from time
to time during the term of the Option as to any or all full shares of Stock
that have become purchasable under the provisions of the Option, but not at any
time as to fewer than 100 shares unless the remaining shares that are
purchasable are fewer than 100 shares. An Option shall be exercised by written
notice of exercise of the Option with respect to a specified number of shares
of Stock delivered to the Company at its principal office.
(b) The Option price for the number of shares of Stock
with respect to which the Option is being exercised shall be paid in full in
cash or check acceptable to the Company, and the Company shall not be required
to deliver certificates for such shares until such payment has been made;
provided, in lieu of cash funds, an Optionee may, to the extent permitted by
the Stock Option Agreement at the date of grant, exercise the Option in whole
or in part (i) by tendering to the Company nonforfeitable shares of Stock owned
by the Optionee for at least 6 months and having a Fair Market Value equal to
the Option price applicable to the Option, or a combination of cash and shares
or (ii) by deferred payment from the proceeds of sale through a broker of some
or all of the shares of Stock to which the exercise relates. The Optionee
shall not have any of the rights of a stockholder with respect to the shares of
Stock subject to the Option until such shares have been issued or transferred
to the Optionee upon the exercise of the Option.
(c) In addition to and at the time of payment of the
Option price, the Optionee shall pay to the Company in cash or check acceptable
to the Company the full amount of any federal, state or local withholding or
other employment taxes required by any government to be withheld or otherwise
deducted and paid by the Company in respect of such exercise. To the extent
permitted by the Committee at the time of exercise, any withholding obligation
may be satisfied by relinquishment of that number of the shares of Stock with
respect to which the Option is being exercised having a Fair Market Equal to
the required withholding, or a combination of cash and shares. In addition,
the Company shall have the right to withhold the amount of such taxes from any
other sums due or to become due from the Company to the Optionee, upon such
terms and
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conditions as the Committee shall prescribe.
6.8 Nontransferability of Option. Except as expressly authorized
by the Committee, no Option may be transferred by an Optionee otherwise than by
will or the laws of descent and distribution.
6.9 Termination of Service. Except as otherwise provided in
Section 6.11 hereof, in the event of termination of the employment of an
Optionee by the Company or a Subsidiary for any reason, including retirement,
any Option held by the Optionee, to the extent not theretofore exercised, shall
forthwith terminate unless the Committee, in its sole discretion, provides in
the Stock Option Agreement that the Option shall be exercisable after such
termination (but only to the extent of the number of shares of Stock with
respect to which the Option may be exercised at the date of termination of
employment), and, provided further, that in no event shall any Stock Option
Agreement provide for the extension of the period during which the Option may
be exercised beyond the earlier of (i) the expiration of the period of
exercisability of such Option as specified in the Stock Option Agreement, or
(ii) 90 days from the date of termination.
6.10 No Right to Employment. Nothing in the Plan or in any Option
or Stock Option Agreement shall confer on any person any right to continue in
the employ of the Company or a Subsidiary or shall interfere in any way with
any right the Company or a Subsidiary may have to terminate such person's
employment at any time.
6.11 Death or Disability of Holder of Option. In the event any
Optionee dies or becomes a Disabled Person while the Optionee is an employee of
the Company or a Subsidiary, any Option created pursuant to the Plan held by
the Optionee (i) shall become immediately exercisable in full (unless otherwise
specified in the Stock Option Agreement), and (ii) may be exercised by the
Optionee or the legatee or legatees under the Optionee's will, or by the
Optionee's personal representative or distributees, within 1 year following the
date of the Optionee's disability or death, or such shorter period as may be
specified in the Stock Option Agreement, but in no event after the expiration
of the period of exercisability of such Option as specified in the Stock Option
Agreement. If an Option granted hereunder shall be exercised by the personal
representative of a deceased, disabled or former employee, or by a person who
acquired an Option granted hereunder by bequest or inheritance or by reason of
the death of any employee or former employee, written notice of such exercise
shall be accompanied by a certified copy of letters testamentary or equivalent
proof of the right of such personal representative or other person to exercise
such Option.
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ARTICLE VII.
OPTIONS TO BE GRANTED TO NONEMPLOYEE DIRECTORS
7.1 Nondiscretionary Grants. Each Option granted hereunder to a
Nonemployee Director shall be evidenced by a written Stock Option Agreement
dated as of the date of grant and executed by the Company and the Optionee.
Each such Stock Option Agreement shall include and conform to the terms and
conditions set forth in this Article VII, and such other terms and conditions
not inconsistent herewith.
7.2 Annual Grants. On the first business day following each
Annual Meeting Date, each Nonemployee Director serving on the Board of
Directors on such date shall be granted an Option to purchase 2,000 shares of
Stock. Each Option granted to a Nonemployee Director shall include a related
LSAR as described in Article VIII hereof.
7.3 Option Price. The per share Option price of the Stock subject
to each Option granted to a Nonemployee Director shall be equal to the Fair
Market Value of the Stock on the date the Option is granted.
7.4 Exercise Period. Each Option granted to a Nonemployee
Director shall first become exercisable with respect to one-third of the number
of shares subject to the Option on each of the first three anniversaries of the
date of grant and shall expire on the fifth anniversary of the date of grant of
the Option. Notwithstanding the foregoing, each Option granted to a
Nonemployee Director shall become fully and immediately exercisable upon the
occurrence of a Change in Control.
7.5 Option Exercise. Each Option granted to a Nonemployee
Director may be exercised in the manner described in Section 6.7(a) and (b)
hereof. Each such Stock Option Agreement shall provide for the exercise of
such Option by payment of cash or check or by the tender of shares of Stock in
the manner described in Section 6.7(b) hereof.
7.6 Nontransferability of Option. No Option shall be transferred
by a Nonemployee Director otherwise than by will or the laws of descent and
distribution. During the lifetime of an Optionee, an Option shall be
exercisable only by the Optionee.
7.7 Termination of Membership on the Board. If a Nonemployee
Director terminates membership on the Board of Directors for any reason,
including death, an Option held by the Optionee on the date of such termination
may be exercised in whole or in part (but only to the extent of the number of
shares of Stock with respect to which the Option was exercisable at the date of
such termination) at any time prior to the earlier of (i) the expiration of the
period of exercisability of such Option as specified in
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Section 7.4, or (ii) 90 days from the date of termination. If an Option
granted hereunder shall be exercised by the personal representative of a
deceased Nonemployee Director, or by a person who acquired an Option granted
hereunder by bequest or inheritance or by reason of the death of any
Nonemployee Director, written notice of such exercise shall be accompanied by a
certified copy of letters testamentary or equivalent proof of the right of such
personal representative or other person to exercise such Option.
ARTICLE VIII.
LIMITED STOCK APPRECIATION RIGHTS
8.1 General. Each Option granted to a Nonemployee Director, and
unless otherwise determined by the Committee, each Option granted pursuant to
the Plan shall include a limited stock appreciation right ("LSAR") relating to
a number of shares of Stock subject to such option. Each LSAR granted
hereunder shall be subject to the terms and conditions set forth below:
8.2 Benefit Upon Exercise. The exercise of an LSAR with respect
to any number of shares of Stock shall entitle the Optionee to a cash payment,
for each such share, equal to the excess of (a) the greater of (i) the highest
price per share of Stock paid in a tender offer, exchange offer or merger
occurring in connection with the Change in Control with respect to which such
LSAR became exercisable and (ii) the highest Fair Market Value of a share of
Stock during the 60 day period immediately preceding such Change in Control
over (b) the Option price of the related Option. Such payment shall be paid as
soon as practical, but in no event later than the expiration of 5 business days
after the effective date of such exercise. The Company shall have the right to
withhold from the payment an amount sufficient to satisfy any federal, state or
local tax withholding obligations in respect of such exercise.
8.3 Term and Exercise of LSARs. An LSAR shall be exercisable only
during the period commencing on the first day following the occurrence of a
Change in Control and terminating on the expiration of 60 days after such date.
Notwithstanding the preceding sentence, in the event that an LSAR held by any
Optionee who is or may be subject to the provisions of Section 16 of the
Exchange Act becomes exercisable prior to the expiration of 6 months following
the date on which it is granted, the LSAR shall also be exercisable during the
period commencing on the first day immediately following the expiration of such
6 month period and terminating on the expiration of 60 days following such
date. Notwithstanding anything else herein, an LSAR may be exercised only if
and to the extent that the Option to which it relates is exercisable.
(a) The exercise of an LSAR with respect to a number of
shares of Stock shall cause the immediate and automatic cancellation of the
related Option with respect to an equal number of shares. The exercise of an
Option, or the cancellation,
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termination or expiration of an Option (other than pursuant to this
subsection), with respect to a number of shares of Stock, shall cause the
cancellation of the LSAR with respect to an equal number of shares.
(b) Each LSAR shall be exercisable in whole or in part;
provided, no partial exercise of an LSAR shall be for fewer than 100 shares of
Stock. The partial exercise of an LSAR shall not cause the expiration,
termination or cancellation of the remaining portion thereof.
(c) No LSAR shall be assignable or transferable otherwise
than together with its related Option.
(d) An LSAR shall be exercised only by written notice of
exercise served upon the Company specifying the number of shares of Stock in
respect of which the LSAR is being exercised and the proposed effective date of
exercise. The Optionee may withdraw such notice at any time prior to the close
of business on the business day immediately preceding the proposed effective
date of exercise.
(e) Notwithstanding anything to the contrary in this
Article VIII, if an Employee exercises an LSAR following an event described in
paragraph (iv) or (v) of the definition of Change in Control contained in
Article I hereof, no payment shall be made to the Employee during the 90 day
period following such event. If the directors determine that the event did not
constitute a Change in Control in accordance with paragraph (viii) of such
definition, the exercise of the LSAR shall be invalid. During this 90 day
period, the Employee may withdraw the notice of exercise of the LSAR at any
time.
ARTICLE IX.
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted hereunder
or any 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 Stock is then listed;
(b) The completion of any registration or other
qualification of such shares under any federal or state law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body that the Committee shall in its discretion deem
necessary or advisable; and
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency that the Committee
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shall in its sole discretion determine to be necessary or advisable.
ARTICLE X.
PURCHASE FOR INVESTMENT
Except as hereafter provided, the Board may require as a condition of
issuance of any shares of Stock pursuant to this Plan that the holder of an
Option granted hereunder shall, upon any exercise thereof, execute and deliver
to the Company a written statement, in form satisfactory to the Company, in
which such holder represents and warrants that such holder is purchasing or
acquiring the shares of Stock acquired thereunder for such holder's own
account, for investment only and not with a view to the resale or distribution
thereof, and agrees that any subsequent resale or distribution of any of such
shares of Stock shall be made only pursuant to either (a) a registration
statement on an appropriate form under the Securities Act of 1933, as amended
(the "Securities Act"), which registration statement has become effective and
is current with regard to the shares of Stock being sold, or (b) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption the holder shall, prior to any offer of sale or sale of
such shares of Stock, if required by the Company, obtain a prior favorable
written opinion, in form and substance satisfactory to the Company, from
counsel for or approved by the Company, as to the application of such exemption
thereto. The foregoing restriction shall not apply to issuances by the Company
so long as the shares of Stock being issued are registered under the Securities
Act and a prospectus in respect thereof is current.
ARTICLE XI.
LEGENDS
The Company may endorse such legend or legends upon the certificates
for shares of Stock issued upon exercise of an Option granted hereunder, and
the Committee may issue such "stop transfer" instructions to its transfer agent
in respect of such shares of Stock, as the Committee, in its discretion,
determines to be necessary or appropriate to (i) prevent a violation of, or to
perfect an exemption from, the registration requirements of the Securities Act,
(ii) implement the provisions of any agreement between the Company and the
Optionee with respect to such shares of Stock, or (iii) permit the Company to
determine the occurrence of a disqualifying disposition, as described in
Section 421(b) of the Code, of shares of Stock transferred upon exercise of an
Incentive Stock Option granted under the Plan.
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ARTICLE XII.
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time terminate the Plan, and may at any time and
from time to time and in any respect amend or modify the Plan; provided, the
Board, without approval of the shareholders of the Company, may not adopt any
amendment to the Plan if the amendment would:
(a) increase the total number of shares of Stock that may
be issued pursuant to the Plan except as contemplated in Section 5.2 hereof;
(b) materially increase the benefits accruing to
participants in the Plan; or
(c) materially modify the requirements as to eligibility
for participation in the Plan.
Provided further, in no event shall any provision of Article VII
hereof be amended more than once every 6 months other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, or
the rules thereunder, or rules promulgated by the Securities and Exchange
Commission.
Notwithstanding the foregoing, the Board shall not terminate, amend or
modify the Plan in any manner so as to affect the price of the shares of Stock
purchasable pursuant to any Option theretofore granted under the Plan without
the consent of the Optionee or transferee of the Option. Neither the
amendment, suspension nor termination of the Plan shall, without the consent of
the holder of the Option, impair any rights or obligations under any Option
theretofore granted.
ARTICLE XIII.
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other stock option,
incentive or other compensation plans in effect for the Company, nor shall the
adoption of the Plan preclude the Company from establishing any other forms of
incentive or other compensation for employees. Any benefits earned or income
realized under the Plan shall not be deemed to constitute compensation or
income for purposes of any other plan or payroll practice of the Company or any
Subsidiary, except as expressly set forth in such other plan or practice.
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ARTICLE XIV.
MISCELLANEOUS
14.1 Plan Binding on Successors. The Plan shall be binding upon
the Company, its successors and assigns.
14.2 Number and Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
14.3 Headings. Headings of articles and sections hereof are
inserted for convenience and reference only and constitute no part of the Plan.
14.4 Applicable Law. The Plan shall be governed by, and construed
in accordance with, the laws of the State of Georgia, without reference to the
principles regarding conflicts of laws.
14.5 Restricted Shares. Any and all shares of Stock issued
pursuant to this Plan shall be subject to the terms and conditions of any other
agreement between the Optionee and the Company with respect to such shares of
Stock.