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Exhibit 10.1
FLORAFAX INTERNATIONAL, INC.
MANAGEMENT INCENTIVE STOCK PLAN
The purpose of this Plan is to benefit the stockholders of the Company
by encouraging and rewarding high levels of performance by individuals who are
key to the success of the Company by increasing the proprietary interest of such
individuals in the Company's growth and success. To accomplish these objectives,
the plan authorizes incentive Awards through grants of stock options, stock
appreciation rights, restricted stock, and performance shares to those
individuals whose judgment, initiative and efforts are responsible for the
success of the Company.
This Plan shall be effective January 30, 1996, subject to approval by
the holders of a majority of the securities of the Company at the Company's 1996
annual meeting to be held January 30, 1996.
SECTION 1
DEFINITIONS
"AWARD" means any award described in Section 3 of this Plan.
"AWARD AGREEMENT" means an agreement entered into between the Company
and a Participant, setting forth the terms and conditions applicable to the
Award granted to the Participant.
"BOARD" means the Board of Directors of Florafax International, Inc.
"CODE" means the Internal Revenue Code of 1986, as amended from time to
time.
"COMMITTEE" means the Compensation Committee of the Board, the
requisite number of members of which shall qualify as "disinterested persons"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended from time to time (the "1934 Act").
"COMMON STOCK" means the common stock, par value .01 per share, of the
Company and shall include both treasury shares and authorized but unissued
shares.
"COMPANY" means Florafax International, Inc.
"FAIR MARKET VALUE" of the Common Stock shall be the mean of the
applicable prices selected from the following alternatives, for the date as of
which fair market value is to be determined as quoted in The Wall Street Journal
(or in such other reliable publication as the Committee, in its discretion, may
determine to rely upon): (i) if the Common Stock is listed on the New York Stock
Exchange, the highest and lowest sales prices per share of the Common Stock as
quoted in the NYSE-Composite Transactions listing for such date, (ii) if the
Common Stock is not listed on such
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exchange, the highest and lowest sales prices per share of Common Stock for such
date on (or on any composite index including) the principal United States
securities exchange registered under the 1934 Act on which the Common Stock is
listed, or (iii) if the Common Stock is not listed on any such exchange, the
highest and lowest sales prices per share of the Common Stock for such date on
the National Associates of Securities Dealers Automated Quotations Systems or
any successor system then in use ("NASDAQ"). If there are no such sales price
quotations for the date as of which fair market value is to be determined but
there are such sales price quotations within a reasonable period both before and
after such date, then fair market value shall be determined by taking a weighted
average of the means between the highest and lowest sales prices per share of
the Common Stock as so quoted on the nearest date before, and the nearest date
after, the date as of which fair market value is to be determined. The average
should be weighted inversely by the respective numbers of trading days between
the selling dates and the date as of which fair market value is to be
determined. If the are no such sales price quotations on, or within a reasonable
period both before and after, the date as of which fair market value is to be
determined, then fair market value of the Common Stock shall be the mean between
the bona fide bid and asked prices per share of Common Stock as so quoted for
such date on NASDAQ, or if none, the weighted average of the means between such
bona fide bid and asked prices on the nearest trading date before, and the
nearest trading date after, the date as of which fair market value is to be
determined, if both such dates are within a reasonable period. If the fair
market value of the Common Stock cannot be determined on the basis set forth in
this definition for the date as of which fair market value is to be determined,
the Committee shall in good faith determine the fair market value of the Common
Stock on such date. Fair market value shall be determined without regard to any
restriction, other than a restriction which, by its terms, will never lapse.
"PARTICIPANT" means an individual who has been granted an Award
pursuant to this Plan.
"PLAN" means this Management Incentive Stock Plan, as set forth herein
and as it may be amended from time to time.
SECTION 2
ELIGIBILITY
Participants under this Plan shall consist of employees of the Company
who are from time to time selected by the Committee to receive Awards.
SECTION 3
MARKET-BASED AWARDS
Market-based Awards are Awards that will be valued, directly or
indirectly, by Common Stock of the Company or by reference to Common Stock. The
following types of market-based
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Awards may be granted under this Plan, singly or in combination or in tandem
with other Awards, as the Committee may determine.
(A) NONQUALIFIED STOCK OPTIONS. A nonqualified stock option
is a right to purchase a specified number of shares of Common Stock at
a fixed option price equal to the Fair Market Value of the Common Stock
on the date the Award is granted, during a specified time not to exceed
10 years as the Committee may determine:
(i) in U.S. dollars by personal check, bank draft or by
money order payable to the order of the Company or by money
transfer or direct account debit; or
(ii) if the Committee so determines, through the
delivery or attestation to the ownership of shares of Common
Stock of the Company with a Fair Market Value equal to all or
a portion of the option price for the total number of options
being exercised; or
(iii) by a combination of the methods described in
Sections 4(a)(i) and (4)(a)(ii) above, if Section 4(a)(ii)
applies.
(B) INCENTIVE STOCK OPTIONS. An incentive stock option is
an Award in the form of a stock option that shall comply with the
requirement of Code Section 422 or any successor section as it may be
amended from time to time. The aggregate Fair Market Value (determined
at the time of grant of the Award) of the shares with respect to which
incentive stock options are exercisable for the first time by an
optionee during a calendar year shall not exceed $100,000. The
Committee may provide that the option price under an incentive stock
option may be paid by one or more of the methods described in Section
4(a)(i), (ii) and (iii) above.
(C) STOCK APPRECIATION RIGHTS. A stock appreciation right
is a right to receive, upon surrender of the right (or of both the
option and the right in the case of a tandem right), or of a portion of
either, but without payment, an amount (payable in Common Stock, in
cash, or a combination thereof) not in excess of Fair Market Value on
the exercise date of the number of shares of Common Stock for which the
stock appreciation right is exercised, over the exercise price of such
right, which price shall equal the Fair Market Value of such shares on
the date the right was granted (or, in the case of an option with a
tandem right, the option price that the optionee would otherwise have
been required to pay for such shares).
(D) RESTRICTED STOCK. Restricted stock is Common Stock of
the Company that is subject to restrictions on transfer and/or such
other restrictions on incidents of ownership as the Committee may
determine, for a required period of continued employment as set by the
Committee at the time of Award. Restricted stock Awards shall require
no payment of consideration by the Participant, either on the date of
grant or the date the restriction(s) are removed, unless specifically
required by the terms of the Award Agreement.
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(E) PERFORMANCE SHARES. A performance share is Common Stock of
the Company, or a unit valued by reference to Common Stock, that is
subject to restrictions on transfer and/or such other restrictions on
incidents of ownership as the Committee may determine. The elimination
of restrictions on a performance share and the number of shares
ultimately earned by a Participant shall be contingent upon achievement
of one or more performance targets specified by the Committee.
Performance shares may be paid in Common Stock, cash or a combination
thereof. The Committee shall establish minimum performance targets with
respect to each performance share. Performance targets may be based on
financial criteria, such as the Fair Market Value of Common Stock or
other objective measures of financial performance of the Company, or
may be based on the performance of a division or operating unit of the
Company or on individual Participant performance.
SECTION 4
LIMITATION OF NUMBER OF SHARES
Subject to the adjustment provisions of Section 8 or 9 hereof, the
aggregate number of shares that may be subject to Awards under this Plan shall
not exceed 500,000 shares of Common Stock.
SECTION 5
AWARD AGREEMENTS
Each Award under this Plan shall be evidenced by an Award Agreement
setting forth the terms and conditions applicable to the Award. Award Agreements
shall include:
(A) NON-ASSIGNABILITY. A provision that no Award shall be
assignable or transferable except by will or by the laws of descent and
distribution and that during the lifetime of a Participant, the Award
shall be exercised only by such Participant.
(B) TERMINATION OF EMPLOYMENT. Provision governing the
disposition of an Award in the event of the retirement, disability,
death or other termination of a Participant's employment or
relationship to the Company.
(C) RIGHTS AS A SHAREHOLDER. A provision that a Participant
shall have no rights as a shareholder with respect to any shares
covered by an Award until the date the Participant or his nominee
becomes the holder of record. Except as provided in Section 8 or 9
hereof, no adjustment shall be made for dividends or other rights for
which the record date is prior to such date, unless the Award Agreement
specifically requires such adjustment.
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(D) WITHHOLDING. A provision requiring the withholding of all
taxes required by law from all amounts paid in cash. In the case of
payments of Awards in shares of Common Stock, the Participant may be
required to pay the amount of any taxes required to be withheld prior
to receipt of such shares, or alternatively, a number of shares the
Fair Market Value of which equals the amount required to be withheld
may be deducted from the payment.
(E) MISCELLANEOUS. Such other terms and conditions, including
the criteria for determining vesting of Awards and the amount or value
of Awards, as are necessary and appropriate to effect an Award
Agreement with the Participant with respect to the particular Award
granted.
SECTION 6
AMENDMENT AND TERMINATION
The Committee may at any time amend, suspend or discontinue the Plan or
alter or amend any or all Award Agreements under the Plan to the extent
permitted by law. However, no such action by the Committee may, without approval
of the Board and by the holders of a majority of the securities of the Company
if such approval is required by Rule 16b-3 of the 1934 Act, as amended from time
to time, alter the provisions of the Plan so as to:
(a) increase the maximum number of shares of Common Stock that
may be subject to Awards granted under the Plan except pursuant to
Section 8 or 9 hereof;
(b) change the class of individuals eligible to receive Awards
under the Plan;
(c) permit any member of the Committee to be eligible to
receive or hold an Award under the Plan; or
(d) effect any other amendment to the Plan that would require
the approval of the holders of a majority of the securities of the
Company in accordance with Rule 16b-3 under the 1934 Act, as amended
from time to time.
SECTION 7
ADMINISTRATION
(A) GENERAL. The Plan and all Awards granted pursuant thereto
shall be administered by the Committee in accordance with all
applicable requirements of Rule 16b-3 of the 1934 Act. The Committee
shall periodically make determinations with respect to individuals who
shall participate in the Plan and receive Awards pursuant thereto. All
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questions of interpretation and administration by the Committee, and
its determination shall be final and conclusive upon all parties in
interest.
(B) DELEGATION OF AUTHORITY. The Committee may delegate its
authority, as described in subsection (A) above, to persons other than
its members to carry out such responsibilities including the authority
to grant Awards, except that: (i) the authority to grant or administer
Awards with respect to persons who are subject to Section 16(a) or (b)
of the 1934 Act shall not be delegated by the Committee; and (ii) any
such delegation shall satisfy any other applicable requirements from
time to time. Any person to whom such authority is granted shall
continue to be eligible to receive Awards under the Plan, provided that
such Awards are granted directly by the Committee without delegation.
SECTION 8
ADJUSTMENT PROVISIONS
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving consideration therefor in money, services or property, the number of
shares of Common Stock then remaining subject to this Plan, and the maximum
number of shares that may be issued to anyone pursuant to this Plan, including
those that are then covered by outstanding Awards, shall (a) in the event of an
increase in the number of outstanding shares, be proportionately increased and
the price for each share then covered by an outstanding Award shall be
proportionately reduced, and (b) in the event of a reduction in the number of
outstanding shares, be proportionately reduced and the price for each share then
covered by an outstanding Award, shall be proportionately increased. In
addition, in such circumstances, the Committee shall make such adjustments to
the performance targets for performance share Awards and in the securities to
which such Awards correspond as the Committee deems appropriate.
Subject to any required action by the stockholders, if the Company
shall be a party to any merger or consolidation, a Participant holding an
outstanding Award valued directly or indirectly by Common Stock shall be
entitled to the same rights that a holder of the same number of shares of Common
Stock that are subject to the Award would be entitled to receive pursuant to
such merger or consolidation.
SECTION 9
CHANGES OF CONTROL
In the event of a change of control of the Company, or if the Board
reaches agreement to merge or consolidate with another corporation and the
Company is not the surviving corporation, or if all, or substantially all of the
assets of the Company are sold, or if the Company shall make a
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distribution to stockholders that is non-taxable under the Code, of if the
Company shall dissolve or liquidate (a "Restructuring Event"), then the
Committee may, in its discretion, recommend that the Board take any of the
following actions as a result of, or in anticipation of, any such Restructuring
Event to assure fair and equitable treatment of Plan Participants:
(a) accelerate time periods for purposes of vesting in, or
realizing gain from, any outstanding Award made pursuant to this Plan;
(b) offer to purchase, and cause the purchase of, any
outstanding Award made pursuant to this Plan from the holder for its
equivalent cash value, as determined by the Committee, as of the date
of the Restructuring Event; and
(c) make adjustments or modifications to outstanding Awards as
the Committee deems appropriate to maintain and protect the rights and
interests of Plan Participants following such Restructuring Event.
Any such action by the Board shall be conclusive and binding on the
Company and all Plan Participants. Notwithstanding the foregoing, the Committee
shall retain full authority to take, in its discretion, any of the foregoing
actions with respect to Awards held by Participants who are directors, and the
Board shall have no authority to act in any such matter.
For purposes of this Section, "changes of control" shall mean: (i) the
acquisition buy any person of voting shares of the Company, if, as a result of
the acquisition, such person, or any "group" as defined in Section 13(d)(3) of
the 1934 Act of which such person is a part, owns at least 20% of the
outstanding voting shares of the Company; or (ii) a change in the composition of
the Board such that within any period of two consecutive years, persons who (a)
at the beginning of such period constitute the Board or (b) become directors
after the beginning of such period and whose election, or nomination for
election by the stockholders of the Company, was approved by a vote of at least
two-thirds of the persons who were either directors at the beginning of such
period or whose subsequent election or nomination was previously approved in
accordance with this clause (b), cease to constitute at least a majority of the
Board.
SECTION 10
UNFUNDED PLAN
The plan shall be unfunded. Neither the Company nor the Board shall be
required to segregate any assets that may at any time be represented by Awards
made pursuant to this Plan. Neither the Company nor the Board shall be deemed to
be a trustee of any amounts to be paid under the Plan. Any liability of the
Company to any Participant with respect to an Award shall be based solely upon
contractual obligations created by the plan and the Award Agreement. No such
obligation shall be deemed to be secured by any pledge or any encumbrance on any
property of the Company.
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SECTION 11
RIGHT OF DISCHARGE RESERVED
Nothing in this Plan or in any Award shall confer upon any employee or
other individual the right to continue in the employment or service of the
Company or affect any right the Company may have to terminate the employment or
service of any such employee or other individual at any time for any reason.
SECTION 12
NATURE OF PAYMENTS
All Awards made pursuant to this Plan are in consideration of services
performed for the Company. Any gain realized pursuant to such Awards constitute
a special incentive payment to the Participant and shall not be taken into
account as compensation for purposes of any of the employee benefits plans of
the Company.
SECTION 13
GOVERNING LAW
This Plan shall be governed by, construed and enforced in accordance
with the integral laws of the State of Delaware, and, where applicable, the laws
of the United States.
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