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EXHIBIT 10.32.1
GROUP TECHNOLOGIES CORPORATION
INDEPENDENT DIRECTORS' STOCK OPTION PLAN
ADOPTED ON OCTOBER 27, 1994
AMENDED AND RESTATED ON FEBRUARY 21, 1996
1. Purpose. The purpose of the Group Technologies Corporation Independent
Directors Stock Option Plan is to promote the interests of the Company by
affording an incentive to certain persons not affiliated with the Company and
its Subsidiaries to serve as a director of the Company in order to bring
additional expertise and business judgment to the Company through the
opportunity for stock ownership offered under this Plan.
2. Definitions.
A. Board. The word "Board" means the Company's Board of Directors.
B. Code. The word "Code" means the Internal Revenue Code of 1986, as
amended.
C. Common Stock. The term "Common Stock" means the Company's common
stock, $.01 par value, or the common stock or securities of a Successor that
have been substituted theretofore pursuant to Section 9.
D. Company. The word "Company" means Group Technologies Corporation, a
Florida corporation, with its principal place of business at 10901 Malcolm
McKinley Drive, Tampa, Florida 33612.
E. Independent Director. The term "Independent Director" means an
individual serving as a director on the Company's Board of Directors and who is
not otherwise employed by the Company or its Subsidiaries or an affiliate
thereof.
F. Option Price. The term "Option Price" means the price to be paid for
Common Stock upon the exercise of an option granted under the Plan, in
accordance with Section 7.B.
G. Optionee. The word "Optionee" means a director to whom options have
been granted under the Plan.
H. Optionee Representative. The term "Optionee Representative" means
the estate or the person or persons entitled thereto by will or by applicable
laws of descent and distribution.
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EXHIBIT 10.32.1
I. Plan. The word "Plan" means the Group Technologies Corporation
Independent Directors' Stock Option Plan, as set forth herein, and as amended
from time to time.
J. Plan Committee. The term "Plan Committee" means the committee
appointed by the Board to administer the Plan, pursuant to Section 4.
K. Subsidiary. The word "Subsidiary" shall mean any corporation which
at the time an option is granted under the Plan qualifies as a subsidiary of the
Company under the definition of "subsidiary corporation" contained in Code
Section 424(f), or any similar provision thereafter enacted.
L. Successor. The word "Successor" means the entity surviving a
merger or consolidation with the Company, or the entity that acquires all or a
substantial portion of the Company's assets or outstanding capital stock
(whether by merger, purchase or otherwise).
3. Shares Subject to Plan.
A. Authorized Unissued or Treasury Shares. Subject to the provisions of
Section 9, the shares to be delivered upon exercise of options granted under
the Plan shall be made available, at the discretion of the Board, from the
authorized unissued shares or treasure shares of Common Stock.
B. Aggregate Number of Shares. Subject to adjustments and substitutions
made pursuant to the provisions of Section 9, the aggregate number of shares
that may be issued upon exercise of all options that may be granted under the
Plan shall not exceed three hundred thousand (300,000) of the Company's
authorized shares of Common Stock.
C. Shares Subject to Expired Options. If any option granted under the
Plan expires or terminates for any reason without having been exercised in
full in accordance with the terms of the Plan, the shares of Common Stock
subject to, but not delivered under, such option shall become available for any
lawful corporate purpose, including for transfer pursuant to other options
granted to the same employee or other employees without decreasing the
aggregate number of shares of Common Stock that may be granted under the Plan.
4. Administration. The Plan shall be administered by the Plan Committee,
whose membership shall be determined and reviewed from time to time by the
Board. The Plan Committee shall consist of not less than two (2) members of
the Board who are not and have not at any time for one (1) year prior to
appointment to the Plan Committee been eligible to receive stock or options
under any plan of the Company or any of its Subsidiaries. Members of the Plan
Committee shall be subject to any additional restrictions necessary to satisfy
the requirements of the disinterested administration of the Plan as set forth
in Rule 16b-3 under the Securities Exchange Act of 1934, as it may be amended
from time to time. Jeffrey T. Gill and Robert E. Gill shall serve as members
of the Plan Committee until delivery of their written resignation to the Board
or until removal by the Board. The Plan Committee shall have full power and
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EXHIBIT 10.32.1
authority to construe, interpret, and administer the Plan and may from time to
time adopt such rules and regulations for carrying out the Plan as it may deem
proper and in the best interests of the Company.
5. Grant of Options. Subject to the terms, provisions and conditions of
the Plan, the Plan Committee shall have exclusive jurisdiction: [i] to select
the Independent Directors to whom options shall be granted; [ii] to determine
the number of shares of Common Stock subject to each option; [iii] to determine
the time or times when options will be granted, the manner in which each option
shall be exercisable, and the duration of the exercise period; [iv] to fix such
other provisions of the option agreement as it may deem necessary or desirable
consistent with the terms of the Plan; and [v] to determine all other questions
relating to the administration of the Plan. The interpretation of any
provisions of the Plan by the Committee shall be final, conclusive, and binding
upon all persons and the officers of the Company shall place into effect and
shall cause the Company to perform its obligations under the Plan in accordance
with the determinations of the Plan Committee in administering the Plan.
6. Eligibility. Independent Directors of the Company shall be eligible to
receive options under the Plan. No director of the Company who is also an
employee of the Company or a Subsidiary shall be entitled to receive an option
under the Plan. Independent Directors to whom options may be granted under the
Plan will be those elected by the Plan Committee from time to time who, in the
sole discretion of the Plan Committee, have contributed in the past or who may
be expected to contribute materially in the future to the successful
performance of the Company and its Subsidiaries.
7. Terms and Conditions of Options. Each option granted under the Plan
shall be evidenced by an option agreement signed by the Optionee and by a
member of the Plan Committee on behalf of the Company. An option agreement
shall constitute a binding contract between the Company and the Optionee, and
every Optionee, upon acceptance of such option agreement, shall be bound by the
terms and restrictions of the Plan and of the option agreement. Such agreement
shall be subject to the following express terms and conditions and to such
other terms and conditions that are not inconsistent with the Plan and the Plan
Committee may deem appropriate.
A. Option Period. Options granted under the Plan shall be exercisable
immediately and, if not exercised, shall lapse at the earliest of the following
times:
[1] ten (10) years from the date of grant; or
[2] the date set by the grant.
B. Option Price. The Option Price per share of Common Stock shall be
determined by the Plan Committee at the time an option is granted. The Option
Price shall be not less than fair market value on the date the option is
granted. The fair market value of Common Stock shall be determined as follows:
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EXHIBIT 10.32.1
[i] if the Common Stock is traded on the over-the-counter market,
the average of the closing bid and asked quotations or
the closing high bid quotation, whichever is available, for the
Common Stock in the over-the-counter market, as reported by the
National Association of Securities Dealers Automated Quotation
System on the business day immediately preceding the date of
grant;
[ii] if the Common Stock is listed on a national securities
exchange, the average of the closing prices of the Common
Stock on the Composite Tape for the then (10) consecutive
trading days immediately preceding such given
[iii] if the Common Stock is neither traded on the
over-the-counter market nor listed on a national securities
exchange, such value as the Plan Committee, in good faith,
shall determine.
The Option Price shall be subject to adjustments in accordance with the
provisions of Section 9 herein.
C. Payment of Option Price. Each option shall provide that the purchase
price of the shares as to which an option shall be exercised shall be paid to
the Company at the time of exercise either in cash or in such other
consideration as the Committee deems appropriate, including, but not limited
to: (i) Common Stock of the Company already owned by the optionee having a
total fair market value, as determined by the Committee, equal to the purchase
price, (ii) Common Stock of the Company issuable upon the exercise of a Plan
option and withheld by the Company having a total fair market value, as
determined by the Committee, equal to the purchase price, or (ii) a combination
of cash and Common Stock (either previously owned or being withheld upon the
exercise of a Plan option) of the Company having a total fair market value, as
determined by the Committee, equal to the purchase price.
D. Manner of Exercise. To exercise an option, the Optionee shall deliver
to the Company, or to a broker-dealer in the Common Stock with the original
copy to the Company, the following: [i] seven (7) day prior written notice
specifying the number of shares as to which the option is being exercised and,
if determined by counsel for the Company to be necessary, representing that
such shares are being acquired for investment purposes only and not for purpose
of resale or distribution; and [ii] payment by the Optionee, or the
broker-dealer, for such shares in cash, or if the Plan Committee in its
discretion agrees to so accept, by delivery to the Company of other Common
Stock owned by Optionee, or in some combination of cash and such Common Stock
acceptable to the Plan Committee. At the expiration of the seven (7) day
notice period, and provided that all conditions precedent contained in the Plan
are satisfied, the Company shall, without transfer or issuance tax or other
incidental expenses to Optionee, deliver to Optionee, at the offices of the
Company, a certificate or certificates for the Common Stock. If Optionee fails
to accept delivery of the Common Stock, his rights to exercise the applicable
portion of the option shall terminate. If payment of the Option Price is made
in Common Stock,
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EXHIBIT 10.32.1
the value of the Common Stock used for payment of the Option Price shall be the
fair market value of the Common Stock, determined in accordance with Section
7.B.
E. Investment Representation. Each option agreement may provide that,
upon demand by the Plan Committee for such a representation, the Optionee or
Optionee's Representative shall deliver to the Plan Committee at the time of
any exercise of an option or portion thereof a written representation that the
shares to be acquired upon such exercise are to be acquired for investment and
not for resale or with a view to the distribution thereof. Upon such demand,
delivery of such representation before delivery of Common Stock issued upon
exercise of an option and before expiration of the option period shall be a
condition precedent to the right of the Optionee or Optionee's Representative
to purchase Common Stock.
F. Transferability of Options. An option granted under the Plan may not
be transferable and may be exercised only by the Optionee during Optionee's
lifetime, or by the Optionee's Representative in the event of Optionee's death,
to the extent the option was exercisable by Optionee at the date of his death.
G. No Rights as Shareholder. No Optionee or Optionee's Representative
shall have any rights as a shareholder with respect to Common Stock subject to
his option before the date of transfer to him of a certificate or certificates
for such shares.
8. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver Common Stock under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for Common Stock before: [i] the
listing of the Common Stock on any stock exchange or over-the-counter market on
which the Common Stock may then be listed and [ii] the completion of any
registration or qualification of any governmental body which the Company shall,
in its sole discretion, determine to be necessary or advisable. To the extent
the Company meets the then applicable requirements for the use thereof and to
the extent the Company may do so without undue cost or expense, and subject to
the determination by the Board of Directors of the Company that such action is
in the best interest of the Company, the Company intends to register the
issuance and sale of such Common Stock by the Company under federal and
applicable state securities laws using a Form S-8 registration statement under
the Securities Act of 1933, as amended, or such successor Form as shall then be
available.
9. Capital Adjustments Affecting Stock, Mergers and Consolidations.
A. Capital Adjustments. In the event of a capital adjustment in the
Common Stock resulting from a stock dividend, stock split, reorganization,
merger, consolidation, or a combination or exchange of shares, the number of
shares of Common Stock subject to the Plan and the number of shares under
option shall be automatically adjusted to take into account such capital
adjustment. By virtue of such a capital adjustment, the price of any share
under option
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EXHIBIT 10.32.1
shall be adjusted so that there will be no change in the aggregate purchase
price payable upon exercise of any such option.
B. Mergers and Consolidations. In the event the Company merges or
consolidates with another entity, or all or a substantial portion of the
Company's assets or outstanding capital stock are acquired (whether by merger,
purchase or otherwise) by a Successor, the kind of shares of Common Stock that
shall be subject to the Plan and to each outstanding option shall,
automatically by virtue of such merger, consolidation or acquisition, be
converted into and replaced by shares of common stock, or such other class of
securities having rights and preferences no less favorable than the Common
Stock of the Successor, and the number of shares subject to the option and the
purchase price per share upon exercise of the option shall be correspondingly
adjusted, so that, by virtue of such merger, consolidation or acquisition, each
Optionee shall have the right to purchase: [a] that number of shares of common
stock of the Successor that have a book value equal, as of the date of such
merger, conversion or acquisition, to the book value, as of the date of such
merger, conversion or acquisition, of the shares of Common Stock of the Company
theretofore subject to the Optionee's option, [b] for a purchase price per
share that, when multiplied by the number of shares of common stock of the
Successor subject to the option, shall equal the aggregate exercise price at
which the Optionee could have acquired all of the shares of Common Stock of the
Company theretofore optioned to the Optionee.
C. No Effect on Company's Rights. The granting of an option pursuant to
the Plan shall not effect in any way the right and power of the Company to make
adjustments, reorganizations, reclassifications, or changes of its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.
10. Amendment, Suspension, or Termination. The Board shall have the right, at
any time, to amend, suspend or terminate the Plan. Notwithstanding the
foregoing, without the consent of the Optionee, no amendment shall make any
changes in an outstanding option which would adversely affect the rights of the
Optionee.
11. Effective Date, Term and Approval. The effective date of the Plan shall be
October 27, 1994 (the date of Board adoption of the Plan), subject to approval
by stockholders of the Company holding not less than a majority of the shares
present and voting at its 1995 annual meeting on April 21, 1995. The Plan
shall terminate ten (10) years after the effective date of the Plan and no
options may be granted under the Plan after such time, but any option granted
prior thereto may be exercised in accordance with its terms.
12. Governing Law; Severability. The Plan shall be governed by the laws of the
State of Florida. The invalidity or unenforceability of any provision of the
Plan or any option granted pursuant to the Plan shall not affect the validity
and enforceability of the remaining provisions of the Plan and the options
granted hereunder, and such invalid or unenforceable provision shall be
stricken to the extent necessary to preserve the validity and enforceability of
the Plan and the options granted hereunder.
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EXHIBIT 10.32.1
Dated this 2nd day of May, 1996, but effective as of February 21, 1996.
GROUP TECHNOLOGIES CORPORATION
By: /s/ Carl P. McCormick
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Carl P. McCormick
President and Chiel Executive Officer
ATTEST:
/s/ Michael L. Schuman
- - -----------------------
Secretary