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EXHIBIT 10.8
INTERNATIONAL AIRCRAFT INVESTORS
1997 ELIGIBLE DIRECTORS STOCK OPTION PLAN
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TABLE OF CONTENTS
PAGE NO.
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ARTICLE 1. THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Shares Available for Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2. THE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Automatic Option Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Payment of Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Option Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.4 Effect of Termination of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.5 Limitations on Exercise and Vesting of Options . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 3. OTHER PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.1 Rights of Participants and Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.2 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.3 Acceleration Upon a Change in Control Event . . . . . . . . . . . . . . . . . . . . . . . 5
3.4 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.5 Plan Amendment, Stockholder Approval and Suspension; Changes in Outstanding Options . . . 6
3.6 Privileges of Stock Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.7 Effective Date of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.8 Term of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.9 Legal Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 4. RESTRICTIONS ON TRANSFER AND VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.1 Restrictions on Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 5. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.2 Notices . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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INTERNATIONAL AIRCRAFT INVESTORS
1997 ELIGIBLE DIRECTORS STOCK OPTION PLAN
ARTICLE 1. THE PLAN
1.1 Purpose.
The purpose of this Plan is to promote the success of the
Corporation by providing an additional means through the grant of Options to
attract, motivate and retain experienced and knowledgeable Eligible Directors.
Capitalized terms are defined in Article 5.
1.2 Administration.
(a) Authority and Powers; Interpretation. This Plan
shall be, to the maximum extent possible, self-effectuating. This Plan shall
be interpreted and, to the extent any determinations are required hereunder,
shall be administered by the Committee. Action of the Committee with respect
to the administration of this Plan shall be taken pursuant to a majority vote
or by unanimous written consent of its members. Subject to the express
provisions of this Plan, the Committee shall have the authority to construe and
interpret this Plan and any agreements defining the rights and obligations of
the Corporation and Participants under this Plan.
(b) Binding Determinations. Any action taken by, or
inaction of, the Corporation, the Board or the Committee relating or pursuant
to this Plan shall be within the absolute discretion of that entity and shall
be conclusive and binding upon all persons. No member of the Board, the
Committee nor any officer of the Corporation shall be liable for any such
action or inaction, except in circumstances involving such person's bad faith.
(c) Reliance on Experts. In making any determination or
in taking or not taking any action under this Plan, the Board or the Committee
may obtain and may rely upon the advice of experts, including professional
advisors to the Corporation. No director, officer or agent of the Corporation
shall be liable for any such action or determination taken or made or omitted
in good faith.
(d) Delegation. The Committee may delegate ministerial,
non-discretionary functions to individuals who are officers of the Corporation.
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1.3 Shares Available for Options.
Subject to the provisions of Section 3.2, the capital stock
that may be delivered under this Plan shall be shares of the Corporation's
authorized but unissued Common Stock and (if permitted under applicable state
law) any shares of its Common Stock held as treasury shares. The shares may be
delivered for any lawful consideration, but not for less than the minimum
lawful consideration under applicable state law.
(a) Number of Shares. The maximum number of shares of
Common Stock that may be issued or delivered pursuant to Options granted to
Eligible Directors under this Plan shall not exceed 50,000 shares, subject to
adjustments contemplated by Section 3.2.
(b) Calculation of Available Shares and Replenishment.
Shares subject to outstanding Options shall be reserved for issuance. If any
Option to acquire shares of Common Stock under an Option shall expire or be
cancelled or terminated without having been exercised in full, the undelivered
shares subject thereto shall again be available for the purposes of this Plan;
provided, however, that if the Corporation withholds Common Stock pursuant to
Section 3.10, the aggregate number of shares issuable with respect to the
applicable Option and under this Plan shall be reduced by the number of shares
so withheld and such shares shall not be available for additional Options under
this Plan.
ARTICLE 2. THE OPTIONS
2.1 Automatic Option Grants. Subject to adjustments
contemplated by Section 3.2,
(a) Option Date and Amount. At the close of business on
the date of the annual shareholders meeting in each calendar year during the
term of this Plan, commencing in 1998, there shall be granted automatically
(without any action by the Board) an Option (the Option Date of which shall be
the date of such annual shareholders meeting) to purchase 5,000 shares of
Common Stock, to each person who is a continuing Eligible Director.
(b) Maximum Number of Shares. Any annual grant under
Section 2.1(a) that would otherwise exceed the maximum number of shares under
Section 1.3(a) shall be prorated within such limitation among the number of
Eligible Directors entitled thereto.
(c) Option Price. The exercise price per share of the
Common Stock covered by each Option granted pursuant to Section 2.1 shall be
the Fair Market Value of the Common Stock on the Option Date.
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(d) Option Period and Exercisability. Each Option shall
become exercisable in cumulative installments at the rate of one- third of the
shares underlying such Option on the first anniversary of the Option Date and
an additional one-third of such shares on each of the next two anniversaries
thereof.
(e) Non-Qualified Options. Each Option granted under
this Plan is intended to be a non-qualified stock option (i.e., not an
"incentive stock option") under the Code and shall be so designated.
(f) Option Agreements. Each Option granted under this
Plan shall be evidenced by an Option Agreement substantially in the form
attached hereto as Exhibit A and shall be executed by the Participant and the
Corporation.
2.2 Payment of Exercise Price.
The exercise price of any Option granted under this Plan shall
be paid in full at the time of each exercise in cash or by check or (if the
Corporation is a Public Company) in shares of Common Stock valued at their Fair
Market Value on the date of exercise of the Option, or partly in such shares
and partly in cash, provided that any such shares used in payment shall have
been owned by the Participant at least six months prior to the date of
exercise.
2.3 Option Period.
Each Option granted under this Plan and all rights or
obligations thereunder shall expire five (5) years after the Option Date and
shall be subject to earlier termination as provided herein.
2.4 Effect of Termination of Service.
If a Participant's services as a member of the Board terminate
for any reason, then any portion of an Option granted pursuant to this Plan
which is not then exercisable shall terminate and any portion of such Option
which is then exercisable may be exercised for six (6) months after the date of
such termination or until the expiration of the stated term, whichever first
occurs, and shall thereafter terminate.
2.5 Limitations on Exercise and Vesting of Options.
(a) Provisions for Exercise. To the extent an Option
becomes exercisable, it shall remain exercisable until the expiration or
earlier termination of the Option.
(b) Procedure. An exercisable Option may be exercised
only by delivery to the Secretary of the Corporation of written notice of such
exercise from the Participant, together with the
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required payment of the exercise price and any documents required by the
provisions of Sections 3.4 and 4.3.
(c) Fractional Shares/Minimum Issue. Fractional share
interests shall be disregarded, but may be accumulated. No fewer than 100
shares (subject to adjustments under Section 3.2) may be purchased on exercise
of any Option at one time unless the number purchased is the total number at
the time available for purchase under the Option.
ARTICLE 3. OTHER PROVISIONS.
3.1 Rights of Participants and Beneficiaries.
(a) No Service Commitment. Nothing contained in this
Plan (or in any other documents related to this Plan or to any Option) shall
confer upon any Participant any right to continue to serve as a director of the
Corporation nor shall interfere in any way with the right of the Corporation to
change director compensation or other benefits or to terminate the director's
service as a director, with or without cause, subject to applicable law
(including any applicable charter provisions). Nothing contained in this Plan
or any document related hereto, however, shall influence the construction or
interpretation of the Corporation's Certificate of Incorporation or Bylaws
regarding service on the Board or adversely affect any independent contractual
right of any Eligible Director without his or her consent thereto.
(b) Plan Not Funded. Options payable under this Plan
shall be payable in shares and (except as provided in Section 1.3 (b)) no
special or separate reserve, fund or deposit shall be made to assure payment of
such Options.
3.2 Adjustments.
If there shall occur any extraordinary distribution in respect
of the Common Stock (whether in the form of Common Stock, other securities, or
other property), or any recapitalization, stock split (including a stock split
in the form of a stock dividend), reverse stock split, reorganization, merger,
combination, consolidation, split-up, spin-off, combination, or exchange of
Common Stock or other securities of the Corporation, or a sale of substantially
all of the assets of the Corporation as an entirety, then the Committee shall,
in such manner and to such extent (if any) as may be appropriate and equitable,
(1) proportionately adjust any or all of (a) the number and type of shares of
Common Stock (or other securities) which thereafter may be made the subject of
Options (including the specific maxima and numbers of shares set forth
elsewhere in this Plan), (b) the number, amount and type of shares of Common
Stock (or other securities or property) subject to any or all outstanding
Options and the vesting provisions of the Options, (c) the grant,
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purchase, or exercise price of any or all outstanding Options, (d) the
securities, cash or other property deliverable upon exercise of any outstanding
Options, or (2) in the case of an extraordinary distribution, merger,
reorganization, consolidation, combination, sale of assets, split up, exchange,
or spin off, make provision for a substitution or exchange of any or all
outstanding Options or for a change in the securities, cash or property
deliverable upon exercise of outstanding Options, based upon the distribution
or consideration payable to holders of the Common Stock of the Corporation upon
or in respect of such event; provided, however, that (i) such adjustment and
the Committee's actions in respect thereof are based on objective criteria,
(ii) such adjustment is consistent with adjustments to comparable options (if
any) held by persons other than directors of the Corporation under any similar
plan of the Corporation, and (iii) such adjustment of consideration payable on
exercise in the case of an event described in clause (2) that involves a Change
in Control Event is consistent with the terms of a reorganization agreement (if
any) approved by the shareholders of the Corporation.
3.3 Acceleration Upon a Change in Control Event.
Each Option granted under this Plan shall become immediately
exercisable in full immediately prior to adjustments contemplated by Section
3.2 upon the occurrence of a Change in Control Event; provided, however, that
none of the Options granted under this Plan shall be accelerated to a date less
than six months after the Option Date of such Option. To the extent that any
Option granted under this Plan is not exercised prior to (i) dissolution of the
Corporation or (ii) a merger or other corporate event that the Corporation does
not survive, and no provision is (or consistent with the provisions of Section
3.2 can be) made for the payment, assumption, conversion, substitution or
exchange of the Option, the Option shall terminate upon the occurrence of such
event. If a Change in Control Event under Section 5.1(c)(i), (ii) or (iii) has
occurred but the shareholder approved transaction is abandoned or terminated,
the acceleration with respect to the Options outstanding on the date of such
abandonment or termination shall be rescinded.
3.4 Compliance with Laws.
This Plan, the granting and vesting of Options under this Plan
and the issuance and delivery of shares of Common Stock, and/or of other
securities or property pursuant to Section 3.2, under this Plan or under
Options granted hereunder are subject to compliance with all applicable federal
and state laws, rules and regulations (including but not limited to state and
federal tax and securities laws) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith. Any securities
delivered under this Plan shall be subject to such restrictions, and the person
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acquiring such securities shall, if requested by the Corporation, provide such
assurances and representations to the Corporation, as the Corporation may deem
necessary or desirable to assure such compliance.
3.5 Plan Amendment, Stockholder Approval and Suspension;
Changes in Outstanding Options.
(a) Board Authorization. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend this Plan, in whole
or in part. No Options may be granted during any suspension of this Plan or
after termination of this Plan, but the Committee shall retain jurisdiction as
to Options then outstanding in accordance with the terms of this Plan.
(b) Stockholder Approval. To the extent required by law
or the provisions of Rule 16b-3 (whether to assure disinterested administration
of other plans or to assure the exempt status of transactions under this Plan
intended to qualify for exemption by virtue of stockholder approval), any
amendment to this Plan or any then outstanding Option shall be subject to
stockholder approval.
(c) Limitations on Amendments to Plan and Options. No
amendment, suspension or termination of this Plan or change of or affecting any
outstanding Option shall, without written consent of the Participant, affect in
any manner materially adverse to the Participant any rights or benefits of the
Participant or obligations of the Corporation under any Option granted under
this Plan prior to the effective date of such change. Changes contemplated by
Section 3.2 shall not be deemed to constitute changes or amendments for
purposes of this Section 3.5. If and for so long as the Corporation is a
Public Company, the provisions of this Plan shall not be amended more than once
every six months (other than as may be necessary to conform to any applicable
changes in the Code or the rules thereunder), unless such amendment would be
consistent with the provisions of Rule 16b-3 (or any successor provision).
3.6 Privileges of Stock Ownership.
Except as otherwise expressly authorized by this Plan, a
Participant shall not be entitled to any privilege of stock ownership as to any
Director Shares prior to the satisfaction of all conditions to the valid
exercise of the Option.
3.7 Effective Date of Plan.
This Plan shall be effective as of the date of its approval by
the Board and the requisite majority of stockholders of the Corporation.
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3.8 Term of Plan.
No Option shall be granted more than five (5) years after the
effective date of this Plan. Unless otherwise expressly provided in this Plan
or in an applicable Option Agreement, any Option theretofore granted may extend
beyond such date, and this Plan shall continue to apply thereto.
3.9 Legal Issues.
(a) Choice of Law. This Plan, the Options, all documents
evidencing Options and all other related documents shall be governed by, and
construed in accordance with the laws of the state of incorporation of the
Corporation.
(b) Severability. If any provision shall be held by a
court of competent jurisdiction to be invalid and unenforceable, the remaining
provisions of this Plan shall continue in effect.
(c) Plan Construction. It is the intent of the
Corporation that this Plan and Options hereunder satisfy and be interpreted in
a manner that in the case of persons who are or may be subject to Section 16 of
the Exchange Act satisfies the applicable requirements of Rule 16b-3 so that
such persons will be entitled to the benefits of Rule 16b-3 or other exemptive
rules under Section 16 of the Exchange Act, will not be subjected to avoidable
liability thereunder, and will be Disinterested for purposes of administration
of other discretionary plans of the Corporation or its affiliates. If any
provision of this Plan or of any Option would otherwise frustrate or conflict
with the intent expressed above, that provision to the extent possible shall be
interpreted and deemed amended so as to avoid such conflict, but to the extent
of any remaining irreconcilable conflict with such intent as to such persons in
the circumstances, such provision shall be disregarded.
(d) Non-Exclusivity of Plan. Nothing in this Plan shall
limit or be deemed to limit the authority of the Board to grant awards or
authorize any other compensation under any other plan or authority.
ARTICLE 4. RESTRICTIONS ON TRANSFER AND VOTING
4.1 Restrictions on Transfer.
(a) No Transferability of Options. No Option shall be
transferrable by the Participant or, if the Participant has died, the
Participant's Beneficiary or, if the Participant has suffered a Total
Disability, the Participant's Personal Representative, if any, or shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge (other than to the Corporation), except by will
or the laws of descent and distribution, or pursuant to a qualified domestic
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relations order as defined under the Code. Any attempted transfer in violation
of these provisions shall be void and the Corporation shall disregard any
attempt at transfer, assignment or other alienation prohibited hereby. The
designation of a Beneficiary to receive a Director's benefits or rights under
outstanding Options in the event of such Director's death shall not constitute
a transfer for these purposes. Notwithstanding the foregoing, if and for so
long as the Corporation is a Public Company, the Committee may permit the
transfer of an Option in a particular case if to do so will not compromise the
status of this Plan (or of the subject Options (without the holder's consent)
or of other Options) under Rule 16b-3 or the disinterested administration of
any of the Corporation's other stock incentive plans that are subject to
Section 16 of the Exchange Act.
ARTICLE 5. MISCELLANEOUS
5.1 Definitions.
(a) "Beneficiary" shall mean the person, persons, trust or
trusts designated by a Participant or, in the absence of a designation, entitled
by will or the laws of descent and distribution to receive the benefits
specified in the Option Agreement and under this Plan in the event of a
Participant's death, and shall mean the Participant's executor or administrator
if no other Beneficiary is identified and able to act under the circumstances.
(b) "Board" shall mean the Board of Directors of the
Corporation or, with respect to administrative matters (as distinguished from
Plan amendments, suspension, or termination), any duly authorized Committee of
members of the Board designated to administer this Plan.
(c) "Change in Control Event" shall mean the occurrence of
any of the following: (i) approval by the stockholders of the Corporation of the
dissolution or liquidation of the Corporation; (ii) approval by the stockholders
of the Corporation of an agreement to merge or consolidate, or otherwise
reorganize, with or into one or more entities that are not Subsidiaries, as a
result of which less than 50% of the outstanding voting securities of the
surviving or resulting entity immediately after the reorganization are, or will
be, owned, directly or indirectly, by stockholders of the Corporation
immediately before such reorganization (assuming for purposes of such
determination that there is no change in the record ownership of the
Corporation's securities from the record date for such approval until such
reorganization and that such record owners hold no securities of the other
parties to such reorganization, but including in such determination any
securities of the other parties to such reorganization held by affiliates of the
Corporation); (iii) approval by the stockholders of the
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Corporation of the sale, lease, conveyance or other disposition of all or
substantially all of the Corporation's business and/or assets to a person or
entity which is not a wholly-owned subsidiary of the Corporation; (iv) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act,
but excluding any person described in and satisfying the conditions of Rule
13d-1(b)(1) thereunder), other than a person who is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of more than 20% of the
outstanding shares of Common Stock of the Corporation at the time of the
effectiveness of this Plan (or an affiliate, successor, heir, descendent or
related party of or to any such person), becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing more than 25% of the combined voting
power of the Corporation's then outstanding securities entitled to then vote
generally in the election of directors of the Corporation; or (v) a majority of
the Board of Directors of the Corporation not being comprised of Continuing
Directors. For purposes of this clause, "Continuing Directors" are persons who
were (A) members of the Board of Directors of the Corporation at the time of
adoption of this Plan or (B) nominated for election or elected to the Board of
Directors of the Corporation with the affirmative vote of at least a majority
of the directors who were Continuing Directors at the time of such nomination
or election.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(e) "Commission" shall mean the Securities and Exchange
Commission.
(f) "Committee" shall mean the Board as a whole or a
committee appointed by the Board to administer this Plan, comprised of two or
more directors or such greater number of directors as may be required under
applicable law.
(g) "Common Stock" shall mean the Common Stock of the
Corporation and such other securities or property as may become the subject of
Options, or become subject to Options, pursuant to an adjustment made under
Section 3.2 of this Plan.
(h) "Corporation" shall mean International Aircraft
Investors, a California corporation, and its successors.
(i) "Director Shareholder" shall mean a member of the Board
of Directors who acquires shares upon exercise of an Option granted under this
Plan or, if the Director Shareholder has died, the Director Shareholder's
Beneficiary or, if the Director Shareholder has suffered a Total Disability,
the Director Shareholder's Personal Representative.
(j) "Director Shares" shall mean the shares of Common Stock
acquired upon exercise of any Option under this Plan by a
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Participant (or, in the event of the Participant's death or Total Disability,
his Beneficiary or Personal Representative, as applicable).
(k) "Disinterested" shall mean disinterested for purposes
of satisfying the disinterested administration requirements of Rule 16b-3.
(l) "Eligible Director" shall mean a member of the Board
of Directors of the Corporation who as of the applicable date of grant is not
(1) an officer or employee of the Corporation or any subsidiary; or (2) a
person to whom equity securities of the Corporation or an affiliate have been
granted or awarded within the prior year, under or pursuant to any other plan
of the Corporation or an affiliate (except this Plan or any other formula or
ongoing securities acquisition plan, the participation in which does not
compromise the disinterested administration of any other such plan under Rule
16b-3) that provides for the grant or award of equity securities.
(m) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.
(n) "Fair Market Value" on any specified date shall mean
:
(i) if the Corporation is a Public Company: (A) if
the stock is listed or admitted to trade on a national
securities exchange, the closing price of the stock on the
Composite Tape, as published in the Western Edition of The
Wall Street Journal, of the principal national securities
exchange on which the stock is so listed or admitted to trade,
on such date, or, if there is no trading of the stock on such
date, then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was
trading in such shares; (B) if the stock is not listed or
admitted to trade on a national securities exchange, the last
price for the stock on such date, as furnished by the National
Association of Securities Dealers, Inc. ("NASD") through the
NASDAQ National Market Reporting System or a similar
organization if the NASD is no longer reporting such
information; (C) if the stock is not listed or admitted to
trade on a national securities exchange and is not reported on
the National Market Reporting System, the mean between the bid
and asked price for the stock on such date, as furnished by
the NASD or a similar organization; or
(ii) if the Corporation is not a Public Company or
the NASD or a similar organization does
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not furnish the mean between the bid and asked prices for the
Common Stock on such date, the fair value of the Common Stock
as of the date of determination, on a consolidated, fully
diluted basis assuming the exercise of all outstanding options
and rights (whether or not vested), in good faith by the
members of the Board who are not eligible to participate in
this Plan or by the Committee, based on the most recent
available quarterly financial statements of the Corporation
and such other factors (including but not limited to the
liquidity of the Common Stock (and recent trading if any
therein), material developments subsequent to the end of the
period covered by such financial statements, and industry and
general economic developments) as the determining body may
deem relevant for such purposes.
(o) "Option" shall mean an option to purchase Common
Stock authorized and granted under this Plan.
(p) "Option Agreement" shall mean an agreement
substantially in the form of Exhibit A, completed in the manner required by
this Plan and executed on behalf of the Corporation by an executive officer of
the Corporation.
(q) "Option Date" shall mean the applicable date set
forth in Article 2.
(r) "Participant" shall mean an Eligible Director who has
been granted an Option under the provisions of this Plan (including in respect
of any outstanding Options only, a person who is not eligible for additional
Options).
(s) "Personal Representative" shall mean the person or
persons who, upon the disability or incompetence of a Participant, shall have
acquired on behalf of the Participant, by legal proceeding or otherwise, the
power to exercise the rights or receive benefits under this Plan and who shall
have become the legal representative of the Participant.
(t) "Plan" shall mean this 1995 Eligible Directors Stock
Option Plan, as hereby amended.
(u) "Public Company" shall mean a corporation, a class of
the equity securities of which is registered under Section 12 of the Exchange
Act.
(v) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by
the Commission pursuant to the Exchange Act, as amended from time to time.
(w) "Share" shall have the meaning ascribed to such term in
Section 4.1 hereof.
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(x) "Subsidiary" shall mean any corporation or other
entity a majority of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Corporation.
(y) "Total Disability" shall mean a "permanent and total
disability" within the meaning of Section 22(e)(3) of the Code.
5.2 Notices.
Notices sent to the Corporation shall be sent to its principal
executive office (Attention: Corporate Secretary). Notices sent to an Optionee
or Participant shall be sent to his or her most recent address as set forth in
the Corporation's records.
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EXHIBIT A
INTERNATIONAL AIRCRAFT INVESTORS
ELIGIBLE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the _____ day of _____________,
____, between International Aircraft Investors, a California corporation (the
"Corporation"), and ________________ (the "Director"). Capitalized terms used
herein without definition shall have the meanings ascribed to them in the 1997
Eligible Directors Stock Option Plan (the "Plan").
W I T N E S S E T H
WHEREAS, the Corporation has adopted and the shareholders of
the Corporation have approved the Plan.
WHEREAS, pursuant to Section 2.1 of the Plan, the Corporation
has granted an option (the "Option") to the Director upon the terms and
conditions evidenced hereby, as required by the Plan, which Option is not
intended as and shall not be deemed to be an incentive stock option within the
meaning of Section 422 of the Code.
NOW, THEREFORE, in consideration of the services rendered and
to be rendered by the Director, the Corporation and the Director agree to the
terms and conditions set forth herein, as required by the terms of the Plan.
1. Option Grant. This Agreement evidences the grant to
the Director, as of ___________, ____ (the "Option Date"), of an Option to
purchase an aggregate of ___________ shares of Common Stock, par value $.01 per
share, under Section 2.1 of the Plan, subject to the terms and conditions and
to adjustment as set forth herein or pursuant to the Plan and the limitations
set forth in the Plan.
2. Exercise Price. The Option entitles the Director to
purchase (subject to the terms of this Agreement and the Plan), all or any part
of the Option shares at a price per share of $________, which amount represents
the Fair Market Value of the shares on the Option Date.
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3. Option Exercisability and Term. The Option shall
first become and remain exercisable as to one-third of the number of shares in
Section 1 on the first anniversary of the Option Date and as to an additional
one-third of the number of shares in Section 1 on each of the next two
anniversaries thereof, subject to adjustments under Section 3.2 of the Plan and
to acceleration under Section 3.3 of the Plan. The Option shall terminate on
the day before the fifth anniversary of the Option Date, unless earlier
terminated in accordance with the terms of Sections 2.4 and 3.2 of the Plan.
4. Service and Effect of Termination of Service. The
Director agrees to serve as a director in accordance with the provisions of the
Corporation's Articles of Incorporation, bylaws and applicable law. If the
Director's services as a member of the Board shall terminate, this Option shall
terminate at the times and to the extent set forth in Section 2.4 of the Plan.
5. General Terms. The Option and this Agreement are
subject to, and the Corporation and the Director agree to be bound by, all of
the provisions of the Plan. Such provisions are incorporated herein by this
reference. The Director acknowledges receiving a copy of the Plan and reading
and understanding its terms and provisions.
6. Nontransferability of Option. This Option shall be
non-transferable (except in the limited circumstances set forth in Section
4.1(a) of the Plan) and shall be exercisable only by the Director. The grant
of the Option is intended to constitute an exempt transaction under Rule 16b-3
which does not adversely affect the disinterested administration of any of the
Corporation's other stock incentive plans subject to Section 16 of the Exchange
Act and any provisions required to effect that result shall be deemed
incorporated herein by this reference.
2
17
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
INTERNATIONAL AIRCRAFT INVESTORS
(a California corporation)
By ____________________________________
Title _________________________________
DIRECTOR
_______________________________________
(Signature)
_______________________________________
(Print Name)
_______________________________________
(Address)
_______________________________________
(City, State, Zip Code)
3
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_______________________________________________________________________________
SPOUSAL CONSENT
_______________________________________________________________________________
In consideration of the execution of the foregoing Stock
Option Agreement by International Aircraft Investors, I, ____________________,
the spouse of the Director therein named, do hereby agree to be bound by all of
the terms and provisions thereof and of the Plan.
DATED: _____________, 19__.
_______________________________
Signature of Spouse
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CALIFORNIA-BASED OPTIONEE STATEMENT
REPRESENTATION RE OPTION AWARD
The undersigned recipient ("Optionee") of an Option under the International
Aircraft Investors 1997 Eligible Directors Stock Option Plan (the "Plan"),
evidenced by an Option Agreement dated as of __________, ____, hereby
represents, for purposes of California Corporations Code Section 25102(f) and
otherwise, that Optionee is acquiring the Option (and thus may be deemed to be
thereby acquiring the underlying shares) for Optionee's own account, for
investment and not with a view to or for sale of the Option or such shares in
connection with any distribution.
Optionee acknowledges and agrees that the Option is essentially
non-transferable under any circumstances as provided in Section 4.1 of the Plan
and that unless the issuance of the shares is registered under the Securities
Act of 1933 prior to exercise, the shares will be subject to substantial
restrictions on transfer.
Executed as of the ____ day of ________________, ____.
______________________________
(Signature)
______________________________
(Print Name)