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EXHIBIT 4
SUN HYDRAULICS CORPORATION
1999 EMPLOYEE STOCK AWARD PLAN
SUN HYDRAULICS CORPORATION, a Florida corporation (the "Company"),
hereby adopts the Sun Hydraulics Corporation 1999 Stock Award Plan (the
"Plan"). The terms and conditions of the Plan are as follows:
Section 1. Purpose of the Plan. The general purpose of the Plan is to
recognize and acknowledge extraordinary contributions of employees through the
grant of shares of Common Stock. The Board believes that the Plan will secure
for the Company and its shareholders the benefits of the incentive inherent in
increased ownership of Common Stock of the Company by employees of the Company.
It is expected that such ownership will provide employee recipients under the
Plan with a more direct stake in the future welfare of the Company and
encourage them to continue to demonstrate leadership and commitment to the
Company.
Section 2. Certain Definitions. In addition to the words and terms
elsewhere defined in this Plan, certain capitalized words and terms used in
this Plan shall have the meanings given to them by the definitions and
descriptions in this Section 2. Unless the context or use indicates another or
different meaning or intent, such definition shall be equally applicable to
both the singular and plural forms of any of the capitalized words and terms
herein defined. The following words and terms are defined terms under this
Plan:
2.1 Award means the grant of Common Stock under this Plan.
2.2 Board means the Board of Directors of the Company.
2.3 Code means the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute thereto.
2.4 Common Stock means the Common Stock, par value $.001 per
share, of the Company.
2.5 Employee means an individual who is an employee of
either the Company, or a "subsidiary corporation" (as defined in
Section 424(f) of the Code) of the Company (a "Subsidiary Corporation")
and who is not an executive officer of the Company.
2.6 Exchange Act means the Securities Exchange Act of 1934,
as amended from time to time, or any successor statute or statutes
thereto.
2.7 President means the President of the Company, as
appointed from time to time by the Board.
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Section 3. Administration of Plan. The Board shall have full
authority to supervise and interpret this Plan including, but not limited to,
the authority to make, amend and rescind rules and regulations relating to the
Plan. Subject to the provisions of this Plan, the President shall have
authority to (i) determine the Employees to whom Awards shall be granted and
(ii) determine the number of shares of Common Stock to be the subject of each
Award. The determination of the President shall be made in accordance with his
judgment as to the best interests of the Company and its shareholders and in
accordance with the purposes of the Plan. The President's determination in all
cases arising under the Plan shall be final, conclusive and binding unless
otherwise determined by the Board.
Section 4. Common Stock Subject to the Plan. Subject to adjustment as
provided in Section 13 of this Plan, the aggregate number of shares of Common
Stock that shall be reserved and that may be issued from time to time pursuant
to Awards granted under this Plan is 3,000 shares of Common Stock. Such shares
of Common Stock may consist of (i) treasury shares, (ii) authorized but
unissued shares, or (iii) both.
Section 5. Eligibility. The President may grant Awards under this
Plan to any Employee.
Section 6. Limits on Awards. In granting Awards and determining which
Employees shall be granted Awards and the amount of Common Stock comprised by
each such Award, the President may give consideration to the functions and
responsibilities of the individual, his or her potential contributions to
profitability and sound growth of the Company and such other factors as the
President may, in his discretion, deem relevant. The maximum number of shares
of Common Stock with respect to which Awards may be granted to any Employee
during any one calendar year is 500 shares.
Section 7. Tax Withholding. The Company shall have the right to
require recipients of Awards to remit to the Company (or to the Subsidiary
Corporation which employs them) an amount sufficient to satisfy any federal,
state and local withholding tax requirements prior to the delivery of any
shares of Common Stock acquired as an Award.
Amounts to which the Company is entitled pursuant to the preceding
paragraph may, at the election of the Employee and with the approval of the
President, either (i) be paid in cash, (ii) be withheld from the Employee's
salary or other compensation payable by the Company, or (iii) be withheld in
the form of some of the shares of Common Stock otherwise issuable to the
Employee upon exercise of the Awards that have a fair market value not less
than the minimum amount of tax the Company is required to withhold.
Section 8. Amendment of Plan. To the extent permitted by law, the
Board may at any time and from time to time modify or amend the Plan in such
respects as it shall deem advisable.
Section 9. Term of Plan. No Awards shall be granted under this Plan
at any time after the fifth (5th) anniversary of the date this Plan is first
adopted by the Board.
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Section 10. Termination of Plan. Notwithstanding anything contained in
this Plan to the contrary, the Board may at any time terminate or discontinue
this Plan.
Section 11. Governmental Regulations. This Plan and the granting and
receipt of any Award and the obligations of the Company to sell and deliver
shares of Common Stock under any such Award shall be subject to all applicable
laws, rules and regulations, and to such approvals by any governmental agencies
as may be required.
Section 12. Compliance with Securities Laws. Awards granted and shares
of the Common Stock issued by Company shall be granted and issued only in full
compliance with all applicable securities laws including, but not limited to,
the Securities Act of 1933, as amended, and the general rules and regulations
promulgated thereunder by the United States Securities and Exchange Commission
and applicable state blue sky laws. In connection with such compliance, the
President may impose such conditions on transfer of the shares of the Common
Stock comprising an Award and other restrictions, conditions and limitations as
he may deem necessary and appropriate. The Company may, as a condition to the
issuance of stock certificates representing the shares of Common Stock
comprising an Award, also require the recipient of the Award to make such
representations or undertakings in writing as it may determine are required to
ensure that the shares are being issued in compliance with all applicable
federal and state securities laws, and may endorse the stock certificates
representing the shares with one or more legends referring to the restrictions
on the transferability of such shares. The Company may, but shall not be
obligated to, register or qualify the issuance of the shares to the recipient
under federal or any applicable state securities law.
Section 13. Adjustments of Stock. In the event of any change or
changes in the outstanding Common Stock of the Company by reason of any stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
combination or any similar transaction, the Board shall adjust the number of
shares of Common Stock which may be issued under this Plan and make any and all
other adjustments deemed appropriate by the Board in such manner as the Board
deems appropriate.
Section 14. Effective Date of Plan. The Plan shall become effective on
the date it is approved by the Board.
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IN WITNESS WHEREOF, the undersigned, being the duly elected and
authorized Secretary of the Company, hereby certifies that this Plan was
legally and validly approved by the Board of Directors of the Company as of the
21st day of May, 1999.
SUN HYDRAULICS CORPORATION
By: /s/ Gregory C. Yadley
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Gregory C. Yadley, Secretary
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