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Exhibit 4.1
AMENDED AND RESTATED
1993
EMPLOYEES' STOCK OPTION PLAN
OF
NAM TAI ELECTRONICS, INC.
(As adopted August 18, 1993, amended December 15, 1993, amended January 12,
1996, and amended and restated effective December 12, 1996)
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AMENDED AND RESTATED
1993 STOCK OPTION PLAN
OF
NAM TAI ELECTRONICS, INC.
(As adopted August 18, 1993, amended December 15, 1993, amended January 12,
1996, and amended and restated effective December 12, 1996)
1. Purpose. The purpose of the Nam Tai Electronics, Inc. 1993
employees' stock option plan (the "plan") is to induce key employees to remain
in the employ of Nam Tai Electronics, Inc., a British Virgin Island
international business corporation (hereinafter referred to as the "Company") or
of any subsidiary of the Company, and to encourage such employees to secure or
increase on reasonable terms their stock ownership in the Company. The board of
directors of the Company believes the plan will promote continuity of management
and increased incentive and personal interest in the welfare of the Company by
those who are primarily responsible for shaping and carrying out the long-range
plans of the Company and securing its continued growth and financial success.
2. Effective Date of the Plan. The plan shall become effective on
August 18, 1993, the date originally adopted by the board of directors.
3. Stock Subject to Plan. The maximum number of common shares which may
be issued pursuant to the exercise of options granted under the plan is one
million shares (1,000,000) subject to the adjustments provided in paragraph 14
below. One million shares (1,000,000) of the authorized but unissued common
shares of the Company will be reserved for issue upon exercise of options
granted under the plan subject to the adjustments provided in paragraph 14
below; provided, however, that the number of such authorized but unissued shares
so reserved may from time to time be reduced to the extent that a corresponding
amount of issued and outstanding stock has been purchased by the Company and set
aside for issue upon the exercise of options granted under the plan. If any
options shall expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject thereto shall again be available for
further grants under the plan.
4. Administration. The plan shall be administered by the Board of
Directors or a committee referred to in paragraph 5 (hereinafter referred to as
the "committee"). Subject to the express provisions of the plan, the Board of
Directors or the committee, if so appointed, shall have complete authority, in
its discretion, to determine those key employees (hereinafter referred to as
"participants") to whom, and the price at which options shall be granted, the
option periods and the number of shares to be subject to each option. The Board
of Directors or the committee, if so appointed, shall also have the authority in
its discretion to prescribe the time or times at which the options may be
exercised and limitations upon the exercise of options (including limitations
effective upon the death or termination of employment of the participant), and
the restrictions, if any, to be imposed upon the transferability of shares
acquired upon exercise of options. In making such determinations, the Board of
Directors or the committee, if so appointed, may take into account the nature of
the services rendered by respective employees, their present and potential
contributions to the success of the Company or its subsidiaries, as hereinafter
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defined, and such other factors as the Board of Directors or the committee, if
so appointed, in its discretion shall deem relevant. Subject to the express
provisions of the plan, the Board of Directors or the committee, if so
appointed, shall also have complete authority to interpret the plan, to
prescribe, amend and rescind rules and regulations relating to the plan, to
determine the terms and provisions of the respective option agreements (which
need not be identical), to determine whether the shares delivered upon exercise
of stock options will be treasury shares or will be authorized but previously
unissued shares, and to make all other determinations necessary or advisable for
the administration of the plan. The determinations of Board of Directors or the
committee, if so appointed, on the matters referred to in this paragraph 4 shall
be conclusive.
5. Committee. The committee, if so appointed, shall consist of not less
than three members of the board of directors of the Company. The committee, if
so appointed, shall be appointed from time to time by the board of directors,
which may from time to time appoint members of the committee in substitution for
members previously appointed and may fill vacancies, however caused, in the
committee. A majority of its members shall constitute a quorum. All
determinations of the committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all of the members
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held. The committee shall also have express
authorization to hold committee meetings by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.
6. Eligibility. An option may be granted under the plan only to
officers or other key employee or a director of the Company and of its present
and future subsidiary corporations. The granting of an option to any employee
shall not confer upon the employee any right to continue in the employ of the
Company or of any such subsidiary and shall not interfere in any way with the
right of the Company or of any such subsidiary to terminate the employment of
the employee at any time.
7. Option Price. The option price will be determined by the Board of
Directors or the committee, if so appointed, in its discretion, at the time the
option is granted. While the Board of Directors or the committee, if so
appointed, shall have complete and sole discretion in determining the option
price, and the Company shall not grant options that are exercisable at less than
100% of the fair market value of the common stock on the date of the grant as
shall reasonably be determined by the Board of Directors or the committee, if so
appointed, except in the most unusual circumstances as shall be determined by
the Board of Directors or the committee, if so appointed, at the time of
specific grants.
For the purposes of the plan, the term, "fair market value of the
common stock" shall mean an amount determined by the Board of Directors or the
committee, if so appointed, but in no event less than:
(i) if the common stock is traded in the over-the-counter market in
the United States and not in The Nasdaq National Market nor on any
national securities exchange registered as such under the
Securities Exchange Act of 1934, as amended (a "National
Securities Exchange"), the lower of:
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a) the closing price on the date of grant; or
b) the average of the daily per share high and low prices on
the 10 consecutive trading days immediately preceding the
date of the grant, in either case as reported by The
Nasdaq Small Cap Market (or an equivalent generally
accepted reporting service if quotations are not reported
on The Nasdaq Small Cap Market); or
(ii) if the common stock is traded in The Nasdaq National Market or on
a National Securities Exchange, the lower of:
a) the closing price on the date of the grant; or
b) the average of the daily per share high and low prices on
the 10 consecutive trading days immediately preceding the
date of the grant;
in either case as reported on The Nasdaq National Market or on the
principal National Securities Exchange on which it is listed, as
the case may be.
For the purposes of clause (i) above, if trading in the common stock is
not reported by The Nasdaq Small Cap Market, the applicable price referred to in
said clause shall mean the closing price on The Toronto Stock Exchange on the
day in which the option is granted, and if there is no sale of common stock on
such day, then the applicable price shall be the average of the bid and asked
prices as reported in the Nasdaq Electronic Bulletin Board or, if not reported
thereon, as reported in the "pink sheets" published by the National Quotation
Bureau, Incorporated. For the purposes of clause (ii) above, the closing price
shall be the last reported sale price or, in the case where no such reported
sale takes place upon such day, the average of the reported bid and asked
prices, in either case in The Nasdaq National Market or on the National
Securities Exchange on which the common stock is then listed."
8. Date of Option Grant. An option shall be considered granted on the
date the Board of Directors or the committee, if so appointed, acts to grant the
option, or such date thereafter as the Board of Directors or the committee, if
so appointed, shall specify.
9. Term of Plan. The board of directors, without further approval of
the shareholders may terminate the plan at any time, but no termination shall,
without the participant's consent, alter or impair any of the rights under any
option theretofore granted to him under the plan.
10. Term of Options. The term of each option granted under the plan
will be for such period (hereinafter referred to as the "option period") not
exceeding ten (10) years as the Board of Directors or the committee, if so
appointed, shall determine. Each option shall be subject to earlier termination
as described under "exercise of options."
11. Exercise of Options. Each option granted under the plan will be
exercisable on such date or dates and during such period and for such number of
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shares as shall be determined pursuant to the provisions of the option agreement
evidencing such option. Subject to the express provisions of the plan, the Board
of Directors or the committee, if so appointed, shall have compete authority, in
its discretion, to determine the extent, if any, and the conditions under which
an option may be exercised in the event of the death of the participant or in
the event the participant leaves the employ of the Company or has his employment
terminated by the Company. An option may be exercised, by (a) written notice of
intent to exercise the option with respect to a specified number of shares of
stock, and (b) payment to Company of the amount of the option purchase price for
the number of shares of stock with respect to which the option is then
exercised.
12. Nontransferability. Options under the plan are not transferable
otherwise than by will or the laws of descent or distribution, and may be
exercised during the lifetime of a participant only by such participant.
13. Agreements. Options granted pursuant to the plan shall be evidenced
by stock option agreements in such form as the Board of Directors or the
committee, if so appointed, shall from time to time adopt.
14. Adjustment of Number of Shares. In the event of any change in the
common shares of the Company by reason of any stock dividend, reorganization,
recapitalization, merger, consolidation, split-up, combination or exchange of
shares, or of any similar change affecting the common shares of the Company, the
number and kind of shares which thereafter may be optioned and sold under the
plan and the number and kind of shares subject to option in outstanding option
agreements and the option price per share shall be appropriately adjusted
consistent with such change in such manner as the Board of Directors of the
committee, if so appointed, may deem equitable to prevent substantial dilution
or enlargement of the rights granted to, or available for, participants in the
plan. No adjustment or substitution provided for in this paragraph shall require
the Company in any stock option agreement to sell a fractional share, and the
total substitution or adjustment with respect to each stock option agreement
shall be limited accordingly.
15. Amendments. The board of directors, without approval of the
shareholders, may from time to time amend the plan in such respects as the board
may deem advisable. No amendment shall, without the participant's consent, alter
or impair any of the rights or obligations under any option theretofore granted
to him under the plan.
In witness whereof, the Board of Directors of the Company has amended
and restated this plan, as originally adopted on August 18, 1993, amended on
December 15, 1993, and amended on January 12, 1996, this 20th day of February
1997, retroative to December 12, 1996.
NAM TAI ELECTRONICS, INC.
By: /s/ Ronald G. Erdman
---------------------------
Ronald G. Erdman, Secretary
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STOCK OPTION AGREEMEENT
This agreement, dated as of the ______________________ (hereinafter
the "grant date"), by and between Nam Tai Electronics, Inc., a British Virgin
Islands international business company with its principal offices at Unit 9,
15/F., Tower 1, China Hong Kong City, 33 Canton Road, TST, Kowloon, Hong Kong
(hereinafter called the "Company"), party of the first part, and
_______________________________________________________________________________
_______________________________________________________________________________
___________________________________________ (hereinafter called "Optionee"), a
party of the second part;
WITNESSETH
Whereas, the Company has adopted the "1993 Employees' Stock Option Plan
of Nam Tai Electronics, Inc." (the "plan") to permit options to be granted to
certain employees of the Company and its subsidiaries (hereinafter call the
"employer corporation") to purchase common shares of the Company; and
Whereas, the Optionee is employed by the employer corporation in a key
capacity, and the Company desires him to remain in such employ, and to secure or
increase his stock ownership in the Company in order to increase his incentive
and personal interest in the welfare of the employer corporation;
Now, therefore, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
1. Subject to the terms and conditions set forth herein, the Company
grants to the Optionee the option to purchase from the Company all or any part
of an aggregate amount of ___________common shares of the Company authorized and
unissued or, at the option of the Company, treasury stock if available
(hereinafter, the "optioned shares").
2. The price per share (the "option price") to be paid for the optioned
shares shall be ___________________ United States dollars (US$__.__) which is
the fair market value of the common stock on the grant date.
3. Subject to the provisions of paragraphs four (4) and six (6) hereof,
the option granted hereby may be exercised by the Optionee in installments of
50% of the optioned shares during the period beginning _________________ and
ending on as provided in paragraph 6 below and as to the remaining 50% of the
optioned shares during the period beginning ________________ and ending on as
provided in paragraph 6 below. Optionee acknowledges that he or she understands
he or she has no right whatsoever to exercise the option granted hereunder with
respect to any optioned shares covered by any installment until such installment
accrues as provided above.
4. The option herein granted may be exercised only by written notice of
intent to exercise the option, served upon the secretary of the Company at its
office at Unit 9, 15/F., Tower 1, China Hong Kong City, 33 Canton Road, TST,
Kowloon, Hong Kong, or Canada office at 530 - 999 West Hastings Street,
Vancouver, B.C. V6C 2W2 specifying the number of shares in respect of which the
option is being exercised, accompanied by payment for such shares in cash or by
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certified check or bank draft to the order of the Company. Such shares, upon
payment of the purchase price, shall be fully paid and nonassessable.
5. The option herein granted shall not be transferable by the Optionee
otherwise than by will or the laws of descent and distribution, and may be
exercised during the life of the Optionee only by the Optionee.
6. The option granted hereunder shall expire and become unexercisable
on or before the earliest of the following dates, whichever is applicable: (i)
[date of expiry] , (ii) the date which is 30 days following the Optionee's
termination of employment from the employer corporation for any reason other
than death or disability, (iii) the date that is one year following the
Optionee's termination of employment from the employer corporation by reason of
his or her death, or by reason of his or her disability, whichever is
applicable, (iv) the effective date of a sale of or other disposition of all or
substantially all of the stock or assets of the Company.
7. If any of the events specified in paragraph 14 of the plan occur,
the adjustments in optioned shares and option price therein provided shall be
made.
8. As to all optioned shares (or any stock issued as a stock dividend
thereon or any securities issued in lieu thereof or in substitution therefor),
purchased by the Optionee or his personal representative upon the exercise of
any portion of the option herein granted, the Chairman, in his sole discretion,
may require that the Optionee or his personal representative, as the case may
be, agree to any of the following conditions:
(a) That they sign an investment letter to the effect that
they are taking said shares for investment and not for resale.
(b) That they will comply with such restrictions as may be
necessary to satisfy the requirements of the Securities Act of 1933.
9. The Optionee shall not be deemed for any purposes to be a
shareholder of the Company with respect to any of the optioned shares except to
the extent that the option herein granted shall have been exercised with respect
thereto and a stock certificate issued therefor. The granting of this option
shall not confer upon the Optionee any right to continue in the employ of the
Company or of any subsidiary and shall not interfere in any way with the right
of the Company or of any such subsidiary to terminate the employment of the
employee at any time.
10. The existence of the option herein granted shall not affect in any
way the right or power of the Company or its shareholders to make or authorize
any or all adjustments, recapitalization, reorganizations or other changes in
the Company's capital structure or its business, or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the common stock of the Company or the rights
thereof, or dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding whether of a similar character or otherwise.
11. As a condition of the granting of the option herein granted, the
Optionee agrees, for himself and his personal representative, that any dispute
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or disagreement which may arise under or as a result of or pursuant to this
agreement shall be determined by the Chairman in his sole discretion, and that
any interpretation by the committee of the term of this agreement shall be
final, finding and conclusive.
12. If, at any time, the Chairman shall determine, in his discretion,
that the listing, registration or qualification of the shares covered by the
option upon any securities exchange or under any state or federal law is
necessary or desirable as a condition of or in connection with the purchase of
shares thereunder, the option may not be exercised, in whole or in part, unless
and until such listing, registration or qualification shall have been effected
free of any conditions not acceptable to the Chairman.
13. Nothing in this agreement shall be construed to confer upon the
Optionee any right to continued employment with the employer corporation or to
restrict in any way the right of the employer corporation to terminate his or
her employment. Optionee acknowledges that in the absence of an express written
employment agreement to the contrary, Optionee's employment with the employer
corporation may be terminated by the employer corporation at any time, with or
without cause. Optionee acknowledges that the option evidenced hereby is being
granted to encourage such Optionee to secure or increase on reasonable terms his
or her stock ownership in the Company.
In witness whereof, the Company has caused this instrument to be
exercised by its duly authorized officers, the Optionee has hereunto affixed his
or her hand.
NAM TAI ELECTRONIC, INC.
By: /s/ M.K. Koo
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M.K. Koo, Chairman
______________________
Optionee