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EXHIBIT 10(a)
ABLEST INC.
INDEPENDENT DIRECTORS' STOCK OPTION PLAN
1. TITLE AND PURPOSE.
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The Plan shall be known as the Ablest Inc. Independent Directors' Stock
Option Plan (the "Plan"). The purpose of the Plan is to strengthen the alignment
of interests between the independent directors (the "Independent Directors" or
individually an "Independent Director") and the shareholders of Ablest Inc. (the
"Company") through the increased ownership by the Independent Directors of the
Company's common stock.
2. ADMINISTRATION AND CONSTRUCTION OF PLAN.
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The Plan shall be administered by the Board of Directors of the
Company. The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with
applicable law by the Board of Directors.
3. NUMBER OF SHARES AVAILABLE.
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The total number of shares of common stock of the Company that may be
made subject to options awarded under the Plan shall be 100,000.
4. LIMITATION ON AMENDMENTS TO THE PLAN.
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The Plan may not be amended more than once every six months, other than
to comport with changes in the Internal Revenue Code of 1986, as amended (the
"Code"), the Employee Retirement Income Security Act, as amended, or the rules
under either of the foregoing acts.
5. PARTICIPATION.
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For purposes of this Plan, an Independent Director shall be defined as
any director of the Company who is not an officer or employee of the Company at
the time of his or her election as a director.
6. NONQUALIFIED OPTIONS.
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Effective with his or her election on May 16, 2000, each Independent
Director shall receive an option to purchase 6,000 shares of common stock. Any
person who is elected by the directors or the shareholders to the Board after
May 16, 2000, who was not an Independent Director on May 16, 2000, and who
qualifies as an Independent Director, shall receive an option to purchase 6000
shares of common stock on the date of his or her election. Each Independent
Director shall receive an option to purchase an additional 1,500 shares of
common stock each time he or she is re-elected to the Board of Directors.
All options granted under the Plan shall be subject to the following
terms and conditions.
A. Price.
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The price per share deliverable upon the exercise of each
option ("exercise price") shall be equal to 100% of the Fair Market Value of the
shares on the date the option is granted.
The Fair Market Value of a share of common stock of the
Company shall mean, with respect to the date in question, the average of the
highest and lowest officially-quoted selling prices on the Nasdaq/American Stock
Exchange.
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B Cash Exercise.
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Options may be exercised in whole or in part upon payment in
cash of the exercise price of the shares to be acquired.
C. Cashless Exercise.
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Options may be exercised in whole or in part upon delivery to
the Secretary of the Company of an irrevocable written notice of exercise. The
date on which such notice is received by the Secretary shall be the date of
exercise of the option, provided that within five business days of the delivery
of such notice the funds to pay for exercise of the option are delivered to the
Company by a broker acting on behalf of the optionee either in connection with
the sale of the shares underlying the option or in connection with the making of
a margin loan to the optionee to enable payment of the exercise price of the
option. In connection with the foregoing, the Company will provide a copy of the
notice of exercise of the option to the aforesaid broker upon receipt by the
Secretary of such notice and will deliver to such broker, within five business
days of the delivery of such notice to the Company, a certificate or
certificates (as requested by the broker) representing the number of shares
underlying the option that have been sold by such broker for the optionee.
D. Vesting; Term; Minimum Exercise.
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Each initial stock option for 6000 shares shall become
exercisable in three equal annual installments on the first, second, and third
anniversaries of the grant thereof.
All other stock options granted hereunder will become
exercisable on the first anniversary of the grant thereof.
The term of each option granted hereunder shall be ten years
from the date it is granted.
Shares may be purchased in whole or in part at any time after
an option becomes exercisable, subject to a minimum exercise of 100 shares.
Prior to the exercise of an option and issuance of the stock
purchased upon such exercise, the optionee shall have no rights to any dividends
or be entitled to any voting rights on any stock represented by such option.
7. DEATH; DISABILITY; CESSATION OF SERVICE; CHANGE IN CONTROL.
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A. Death or Disability.
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If an Independent Director dies or becomes permanently and
totally disabled (as defined in Section 72(m)(7) of the Code), each of his or
her options will become fully vested and will be exercisable until its
expiration date.
B. Retirement.
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If an Independent Director retires from the Board of Directors
of the Company in accordance with the policies and practices thereof, each of
his or her options will become fully vested and will be exercisable until its
expiration date.
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C. Cessation of Service.
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If an Independent Director ceases to be a director of the
Company as a result of his or her voluntary resignation or as a result of his or
her removal as a director the shareholders of the Company for cause as permitted
under the Delaware General Corporation Law, all of his or her options that are
not vested prior to such cessation or removal shall be forfeited.
If an Independent Director ceases to be a director of the
Company as the result of his or her removal by the shareholders of the Company
without cause, each of his or her options will become fully vested and will be
exercisable until its expiration date.
D. Change in Control.
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If there is Change in Control of the Company, each option
granted hereunder to an Independent Director shall become fully vested and
exercisable as of the date of the Change In Control.
"Change in Control" shall mean any of the following events:
(i) any "person" (as defined in section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the "Act") and as used in
Sections 13(d) and 14(d) thereof, including a "group" as defined in Section
13(d) of the Act), except (A) Clydis D. Heist and her lineal descendants and any
trust for the benefit of her lineal descendants (collectively, the "Heist
Family") and (B) any trustee or fiduciary of any Company benefit plan, becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Act) of securities of
the Company having at least [25%] of the voting power of the Company's then
outstanding securities (unless the event causing the 25% threshold to be crossed
is an acquisition of securities directly from the Company) but only if at the
time of such person's becoming the beneficial owner of such voting power, the
Heist Family no longer holds a majority of the outstanding shares of the
Company's common stock; or
(ii) the shareholders of the Company shall approve
any merger or other business combination of the Company, any sale of all or
substantially all of the Company's assets in one or a series of related
transactions or any combination of the foregoing transactions (the
"TRANSACTIONS"), other than a Transaction immediately following which the
shareholders of the Company immediately prior to the Transaction own greater
than 50% of the voting securities of the surviving company (or its parent) (or,
in a sale of assets, of the purchaser of the assets) immediately following the
Transaction; or
(iii) within any 24 month period, the persons who
were directors immediately before the beginning of such period (the
"DISINTERESTED DIRECTORS") shall cease (for any reason other than death) to
constitute at least a majority of the Board or the board of directors of a
successor to the Company. For this purpose, any director who was not a director
at the beginning of such period shall be deemed to be a Disinterested Director
if such director was elected to the Board by, or on the recommendation of or
with the approval of, at least two-thirds of the directors who then qualified as
Disinterested Directors (so long as such director was not nominated by a person
who has entered into an agreement, or threatened, to effect a Change of
Control).
8. WITHHOLDING OF TAXES.
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The Company may require, as a condition to any grant under the Plan or
to the delivery of certificates for shares issued hereunder, that the grantee
pay to the Company, in cash, any federal, state or local taxes of any kind
required by law to be withheld with respect to any grant or any delivery of
shares. The Company, in its sole discretion, may permit participants to pay such
taxes through the withholding of shares otherwise deliverable to such
participant in connection with such grant or the delivery to the Company of
shares otherwise acquired by the
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Independent Director. The Fair Market Value of shares withheld by the Company or
tendered to the Company for the satisfaction of tax withholding obligations
under this section shall be determined on the date such shares are withheld or
tendered. The Company, to the extent permitted or required by law, shall have
the right to deduct from any payment of any kind otherwise due to a grantee any
federal, state or local taxes of any kind required by law to be withheld with
respect to any grant or delivery of shares under the Plan, or to retain or sell
without notice a sufficient number of the shares to be issued to such grantee to
cover any such taxes, provided that the Company shall not sell any such shares
if such sale would be considered a sale by such grantee for purposed of Section
16 of the Securities Exchange Act of 1934 (the "Exchange Act").
An Independent Director may elect to (i) have shares withheld from a
grant or an award made under the Plan or tender shares to the Company in order
to satisfy the tax withholding consequences of a grant or an award made under
the Plan, only during the period beginning on the third business day following
the date on which the Company releases the financial information specified in 17
C.F.R. Section 240.16b-3 (e) (1) (ii) and ending on the twelfth business day
following such date.
Notwithstanding the foregoing, an Independent Director may elect to
have shares withheld on exercise of an option granted under the Plan in order to
satisfy tax withholding consequences thereof by providing the Company with a
written election to so withhold at least six months in advance of the
withholding of shares otherwise issuable upon exercise of such option.
9. WRITTEN AGREEMENT.
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Each Independent Director to whom a grant is made under the Plan shall
enter into a written agreement with the Company that shall contain such
provisions, consistent with the provisions of the Plan, as may be established by
the Company.
10. TRANSFERABILITY.
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No option granted under the Plan shall be transferable by an
Independent Director otherwise than as follows: (i) by will or the laws of
descent, (ii) by gift or contribution to a Permitted Transferee, or (iii) by
distribution pursuant to a qualified domestic relations order as defined by the
Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. A "Permitted Transferee" means any one or more members of the
Independent Director's family, any one or more trusts for the benefit of one or
more members of his or her family, or any partnership of members of his or her
family. Permitted Transferees and other transferees of options shall be subject
to all restrictions, terms and conditions applicable to such option prior to its
transfer, except that the option shall not be further transferable during the
lifetime of the Permitted Transferee. An option may be exercised only by the
optionee or the optionee's guardian, legal representative or Permitted
Transferee.
11. ADJUSTMENTS.
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In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the
Company shall make such adjustments as it deems appropriate in the number and
kind of shares reserved for issuance under the Plan, in the number and kind of
shares covered by outstanding options granted under the Plan, and in the
exercise price of outstanding options. In the event of any merger, consolidation
or other reorganization in which the Company is not the surviving or continuing
corporation, all stock option awards that were granted hereunder and that are
outstanding on the date of such event shall be assumed by the surviving or
continuing corporation.
12. LISTING AND REGISTRATION.
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If the Company determines that the listing, registration, or
qualification upon any securities exchange or under any law of shares subject to
any option granted under the Plan is necessary or desirable as a condition of,
or in connection with, the granting of same or the issue or purchase of shares
thereunder, no such option may be
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exercised in whole or in part, or no shares issued unless such listing,
registration or qualification is effected free of any conditions not acceptable
to the Company.
13. DURATION OF PLAN.
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This Plan shall become effective as of May 16, 2000 and will terminate
at 5:00 p.m., Eastern Time, on May 15, 2010, but no such termination shall
affect the prior rights under this Plan of the Company or of any Independent
Director who has received an option hereunder.