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EXHIBIT 4.3
HICKOK INCORPORATED
2000 OUTSIDE DIRECTORS STOCK OPTION PLAN
ARTICLE 1. DEFINITIONS
Whenever used in the Plan, the following terms have the meanings set
forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Change in Control" shall be deemed to have occurred upon:
(i) The acquisition of beneficial ownership of thirty percent
(30%) of the Company's Shares by a person or group of persons under
common control unless such acquisition is approved by the Board; or
(ii) A change in the membership of the Board at any time
during any twelve (12) month period such that, following such change,
at least thirty percent (30%) of the members of the Board were not
members of the Board at the start of such twelve (12) month period but
only if the election of such new members of the Board was not approved
by at least three-quarters (3/4) of the Directors who were either
sitting at the beginning of such twelve (12) month period or elected to
the Board during such twelve (12) month period with the approval of
three-quarters (3/4) of the Directors who were sitting at the beginning
of such twelve (12) month period.
(c) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(d) "Company" means Hickok Incorporated, an Ohio corporation, or any
successor thereto.
(e) "Director" means a member of the Board.
(f) "Disability" means a Participant's inability, due to a physical or
mental condition, to continue to serve as a member of the Board, as determined
by the Board pursuant to written certification of such Disability from a
physician acceptable to the Board.
(g) "Effective Date" means February 21, 2001, subject to ratification
by an affirmative vote of a majority of the voting capital stock of the Company.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor thereto.
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(i) "Fair Market Value" means (a) if the Shares are listed on a
nationally recognized stock exchange or the Stock Market, the closing price of
the Shares on the date the fair market value of the Shares is being determined,
or, if no sale has occurred on such date, on the most recent preceding day on
which there is a closing price of the Shares, or (b) in all other circumstances,
the value determined by the Board after obtaining an appraisal by one or more
independent appraisers meeting the requirements of regulations issued under
Section 170(a)(1) of the Code.
(j) "Option" means an option to purchase Shares granted under Article 4
herein.
(k) "Option Agreement" means an agreement, in the form of Exhibit A
attached hereto, setting forth the terms and provisions applicable to an Option.
(l) "Option Price" shall be equal to one hundred percent (100%) of the
Fair Market Value of a Share at the close of the date the Option is granted.
Notwithstanding the foregoing, no option shall be granted at an Option Price
less than the minimum price per share at which Common Shares may be issued
without first offering such shares to the current holders of Common Shares in
accordance with the provisions of the Company's Articles of Incorporation in
effect as of the date on which the option is granted.
(m) "Outside Director" means a Director who is not employed by the
Company or a Subsidiary.
(n) "Participant" means an Outside Director who has been granted an
Option.
(o) "Plan" means the Hickok Incorporated 2000 Outside Directors Stock
Option Plan.
(p) "Shares" means the Class A Common Shares, $1.00 par value, of the
Company.
(q) "Subsidiary" means any corporation, at least fifty percent (50%) of
the common stock of which is owned directly or indirectly by the Company.
ARTICLE 2. ESTABLISHMENT, PURPOSE AND DURATION
2.1 ESTABLISHMENT OF THE PLAN. The Company hereby establishes the
Plan as set forth herein.
2.2 PURPOSE OF THE PLAN. The purpose of the Plan is to provide
the Outside Directors with greater incentive to serve and promote the interests
of the Company and its shareholders. The premise of the Plan is that, if such
Outside Directors acquire a proprietary interest in the Company or increase such
proprietary interest as they may already hold, then the incentive of such
Outside Directors to work toward the Company's continued success will be
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commensurately increased. Accordingly, the Company will, from time to time
during the effective period of the Plan, grant to the Outside Directors Options
on the terms and subject to the conditions set forth in the Plan.
2.3 DURATION OF THE PLAN. The Plan shall commence on the
Effective Date and shall remain in effect until the close of business February
21, 2003.
ARTICLE 3. SHARES SUBJECT TO THE PLAN
3.1 NUMBER OF SHARES. The total number of Shares available for
grant under the Plan shall be Twenty-One Thousand (21,000). These Shares may be
either authorized but unissued, treasury Shares or reacquired Shares. The grant
of an Option shall reduce the Shares available for grant under the Plan by the
number of Shares subject to such Option. To the extent that an Option is settled
in cash rather than in Shares, the authorized Share pool shall be reduced by the
appropriate number of Shares represented by the cash settlement of the Option,
as determined by the Board (subject to the limitation set forth in Section 3.2
herein).
3.2 LAPSED OPTIONS. If any Option granted under this Plan is
canceled, terminates, expires or lapses for any reason, any Shares subject to
such Option again shall be available for the grant of an Option under the Plan.
However, in the event that prior to the Option's cancellation, termination,
expiration, or lapse, the holder of the Option at any time received one or more
"benefits of ownership" pursuant to such Option (as defined by the Securities
and Exchange Commission, pursuant to any rule or interpretation promulgated
under Section 16 of the Exchange Act), the Shares subject to such Option shall
not be made available for regrant under the Plan.
3.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, share
split, share dividend, split-up, share combination, or other change in the
corporate structure of the Company, the Board, in its sole discretion, shall
make such adjustments as are necessary and appropriate in the exercise prices,
number of Shares issuable upon exercise and/or the class of Shares issuable upon
exercise of all then outstanding Options, to prevent dilution or enlargement of
rights of the holders of Options under the Plan; and provided that the number of
Shares attributable to any Option shall always be a whole number.
Notwithstanding the foregoing provisions of this Section 3.3, no increase,
decrease or change in the Shares shall reduce the Option Price to a price less
than the minimum price per share at which Shares may be issued without first
offering such shares to the current holders of Shares in accordance with the
provisions of the Company's Articles of Incorporation in effect at the time of
such increase, decrease or change in the Shares.
ARTICLE 4. GRANT OF OPTIONS
4.1 GRANT OF OPTIONS TO OUTSIDE DIRECTORS. On the Effective Date
each Outside Director shall be granted an Option to purchase One Thousand
(1,000) Shares at the Option Price. On each anniversary of the Effective Date,
through and including February 21,
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2003, each Outside Director shall be granted an Option to purchase One Thousand
(1,000) Shares at the Option Price. Each Option shall be exercisable in equal
one-third increments, beginning on the first anniversary of the date of grant.
The terms of each such Option shall be set forth in an Option Agreement which
shall be executed by the Outside Director and the Company.
4.2 DURATION OF OPTIONS. Subject to the provisions contained
herein relating to earlier expiration, each Option shall expire on the tenth
(10th) anniversary date of its grant.
4.3 EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable as follows:
Options shall be exercised by the delivery of a written notice of
exercise to the Company, setting forth the number of Shares with respect to
which the Option is to be exercised, accompanied by full payment for the Shares.
4.4 PAYMENT. The Option Price upon exercise of any Option shall
be payable to the Company in full in cash or its equivalent. The Board also may
allow cashless exercises as permitted under Federal Reserve Board's Regulation
T, subject to applicable securities law restrictions, or by any other means
which the Board determines to be consistent with the Plan's purpose and
applicable law.
As soon as practicable after receipt of a written notification of
exercise and full payment, except in the case of a cashless exercise, the
Company shall deliver to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s).
4.5 RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan as shall be required under applicable Federal securities laws,
under the requirements of any stock exchange or market upon which such Shares
are then listed and/or traded and under any blue sky or state securities laws
applicable to such Shares.
4.6 CEASING TO BE A DIRECTOR DUE TO DEATH OR DISABILITY.
(a) DEATH. In the event a Participant ceases to be a
Director by reason of death, all vested Options held by the Participant shall
remain exercisable at any time prior to their expiration date, or for one (1)
year after the date of death, whichever period is shorter, by such person or
persons as shall have been named as the Participant's beneficiary, or by such
persons that have acquired the Participant's rights under the Option by will or
by the laws of descent and distribution.
(b) DISABILITY. In the event a Participant ceases to be a
Director by reason of Disability, all vested Options held by the Participant
shall remain exercisable at any time prior to their expiration date, or for one
(1) year after the date that the Board determines the definition of Disability
to have been satisfied, whichever period is shorter.
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(c) DEATH AFTER CEASING TO BE A DIRECTOR. In the event that
a Participant ceases to be a Director by reason of Disability, and within the
exercise period following such termination the Participant dies, then the
remaining exercise period under outstanding Options shall equal the longer of
(i) one (1) year following death; or (ii) the remaining portion of the exercise
period which was triggered by reason of the Director's Disability; provided,
however, the remaining exercise period shall in no event extend beyond the
expiration date of such Options. Such Options shall be exercisable by such
person or persons who shall have been named as the Participant's beneficiary, or
by such persons who have acquired the Participant's rights under the Option by
will or by the laws of descent and distribution.
4.7 CEASING TO BE A DIRECTOR. If a Participant ceases to be a
Director for any reason, all Options held by the Participant which are not
vested as of the date he ceases to be a Director shall immediately be forfeited
to the Company.
Options which are vested as of the date a Participant ceases to
be a Director for any reason other than the reasons set forth in Section 4.6 may
be exercised within the period beginning on the date the Participant ceases to
be a Director, and ending sixty (60) days after such date. In the event the
Participant dies within such sixty (60) day period, then any outstanding Options
may be exercised within twelve (12) months after the date of such Participant's
death by such person or persons who shall have been named as such Participant's
beneficiary or by such person who has acquired the Participant's rights under
the Options by will or by the laws of descent and distribution; provided,
however, the remaining exercise period shall in no event extend beyond the
expiration date of such Options.
4.8 NONTRANSFERABILITY OF OPTIONS. No Option may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated by a
Participant or any other person, voluntarily or involuntarily, other than (i) by
will or by the laws of descent and distribution or (ii) pursuant to a Qualified
Domestic Relations Order as provided for in Section 206(d)(3)(B) of the Employee
Retirement Income Security Act of 1974, as amended. Further, a Participant's
rights under the Plan shall be exercisable during the Participant's lifetime
only by the Participant or the Participant's legal representative.
ARTICLE 5. BENEFICIARY DESIGNATION
Each Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) who will succeed
to the Participant's rights hereunder in the event of the Participant's death.
Each such designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and will be effective
only when filed by the Participant in writing with the Company during the
Participant's lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.
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The spouse of a married Participant domiciled in a community
property jurisdiction shall join in any designation of beneficiary or
beneficiaries other than the spouse.
ARTICLE 6. CHANGE IN CONTROL
Upon the occurrence of a Change in Control, unless otherwise
specifically prohibited by the terms of Section 11.5 herein:
(a) Any and all Options granted hereunder shall become
immediately exercisable; and
(b) Subject to Article 7 herein, the Board shall have the
authority to make any modifications to the Options as determined by the Board to
be appropriate before the effective date of the Change in Control.
ARTICLE 7. AMENDMENT, MODIFICATION, AND TERMINATION
7.1 AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at
any time and from time to time, alter, amend, suspend or terminate the Plan in
whole or in part; provided, that the Plan shall not be amended more than once
every six (6) months, other than to conform it to changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder; and provided, further that no amendment which requires shareholder
approval in order for the Plan to continue to comply with Rule 16b-3 under the
Exchange Act, including any successor to such Rule, shall be effective unless
such amendment shall be approved by the requisite vote of shareholders of the
Company entitled to vote thereon.
7.2 OPTIONS PREVIOUSLY GRANTED. No termination, amendment or
modification of the Plan shall adversely affect in any material way any Option
previously granted under the Plan, without the written consent of the
Participant holding such Option.
ARTICLE 8. WITHHOLDING
The Company shall have the power and the right to deduct and
withhold from any other compensation due the Participant from the Company, or
require a Participant to remit to the Company in such form as requested by the
Company, an amount sufficient to satisfy Federal, state, and local taxes
required by law to be withheld with respect to any taxable event arising from or
as a result of this Plan.
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ARTICLE 9. INDEMNIFICATION
Each person who is or shall have been a member of the Board shall
be indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by such
person in connection with or resulting from any claim, action, suit, or
proceeding to which such person may be a party or in which such person may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by such person in settlement thereof,
with the Company's approval or paid by such person in satisfaction of any
judgment in any such action, suit, or proceeding against such person, provided
such persons shall give the Company an opportunity, at its own expense, to
handle and defend the same before such person undertakes to handle and defend it
on such person's own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Code of Regulations,
as a matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.
ARTICLE 10. SUCCESSORS
All obligations of the Company under the Plan with respect to
Options shall be binding on any successor to the company, whether the existence
of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or
assets of the Company.
ARTICLE 11. MISCELLANEOUS
11.1 NO RIGHT TO CONTINUE AS A DIRECTOR. Nothing in this Plan or
in any Option Agreement shall confer upon any Outside Director any right to
continue as a Director, or to be entitled to receive any remuneration or
benefits not set forth in the Plan or such Option Agreement, or to interfere
with or limit the right of the shareholders of the Company to remove him or her
as a Director, with or without cause.
11.2 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.
11.3 SEVERABILITY. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
11.4 REQUIREMENTS OF LAW. The granting of Options and the
issuance of Shares under the Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. Notwithstanding any other
provision set forth in the Plan, if required by the then-current
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Section 16 of the Exchange Act, any "derivative security" or "equity security"
granted pursuant to the Plan to any Outside Director may not be sold or
transferred for at least six (6) months after the date of grant of such Option.
The terms "equity security" and "derivative security" shall have the meanings
ascribed to them in the then-current Rule 16(a) under the Exchange Act.
11.5 SECURITIES LAW COMPLIANCE. Transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of the Plan or
action by the Committee fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.
11.6 GOVERNING LAW. To the extent not preempted by Federal law,
the Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Ohio.
11.7 TIME FOR TAKING ACTION. Any action that may be taken in
respect of the Plan within a certain number of days shall be taken within that
number of calendar days; provided, however, that if the last day for taking any
such action falls on a weekend or a holiday, the period during which such action
may be taken shall be extended until the next business day. If any action in
respect of the Plan is required to be taken on a day which falls on a weekend or
a holiday, such action shall be taken on the next business day.
11.8 NONQUALIFIED OPTIONS. All Options granted under the Plan
shall, for purposes of the federal income tax, be nonqualified stock options.
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