Exhibit 4.1
PREFORMED LINE PRODUCTS COMPANY
1999 EMPLOYEE STOCK OPTION PLAN
1. INCENTIVE PURPOSE. The purpose of the Preformed Line Products
Company 1999 Employee Stock Option Plan (the "Plan") is to encourage and enable
key management employees of Preformed Line Products Company, an Ohio corporation
(the "Company"), and its subsidiaries to acquire a larger stock ownership and
personal financial interest in the Company and thereby provide additional
incentive for the promotion of the welfare of the Company and for the continued
service of the participants with the Company.
2. AMOUNT OF STOCK. There shall be reserved, allotted and set aside for
issuance under the Plan 300,000 of the presently authorized but unissued shares
of Common Stock, $2.00 par value, of the Company (the "Common Shares"), subject
to Paragraph 13. As set forth in Paragraph 19 of the Plan, all of such options
may be granted as incentive stock options, all of such options may be granted as
nonqualified stock options, or such options may be granted as both incentive
stock options and nonqualified stock options.
3. ADMINISTRATION. The Plan shall be administered by the Salary
Committee (the "Committee") of the Board of Directors which shall consist of not
less than three members, none of whom are employees of the Company or its
subsidiaries or are eligible to receive an incentive or nonqualified stock
option while serving as a member of the Committee, and each of whom shall be a
"Non-Employee Director" within the meaning of Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, or
any successor definition adopted by the Securities and Exchange Commission and
an "outside
director" with the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). The Board may also select one or more
qualified Directors to serve as alternate members of the Committee, who may take
the place of any absent member or members at any meeting of the Committee. The
Committee shall be authorized to administer the Plan in accordance with its
terms and may adopt, amend or repeal such rules and regulations as the Committee
may desire concerning the conduct of its affairs. The interpretation and
construction by the Committee of any provision of the Plan or of any stock
option granted under it and the administration of the Plan by the Committee
shall be final. No member of the Board of Directors or the Committee shall be
liable for any action taken or omitted or any determination made in good faith
in connection with the Plan.
4. PARTICIPATION. Subject to the limitations herein set forth, the
Committee may grant incentive or nonqualified stock options from time to time
during the period ending December 14, 2009 to such key management employees of
the Company or any subsidiary thereof as in the opinion of the Committee will
best further the interests of the Company and achieve the purposes of the Plan.
No option shall be granted to any individual who, at the time the option is
granted:
(i) Shall not be an employee of the Company or a subsidiary (as
defined in Section 424(f) of the Code) thereof, or
(ii) Shall be a member of the Committee.
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5. THE OPTION PRICE. Except as provided in Paragraph 7, the option
price per Common Share to be paid upon the exercise of any stock option, as
determined by the Committee, shall be not less than the fair market value per
Common Share at the time the option is granted. Such fair market value shall be
the first sale price per Common Share (or in the event there are no sales, then
the average of the opening bid and asked prices per Common Share) on the market
in which such Common Shares are traded on the date on which the option is
granted.
6. LENGTH OF OPTION. Except as otherwise provided, each option shall be
exercisable no later than ten (10) years from the date it is granted. Each
option granted to an employee, who at the time the incentive stock option is
granted to him, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the employee corporation or of its parent or
subsidiary corporation under the attribution rules set forth in Section 424(d)
of the Code, shall be exercisable no later than five (5) years from the date it
is granted. The Committee, in its sole discretion, will determine the vesting
schedule of each option granted under this Plan; provided, however, that no
option may be exercised prior to one year from the date it is granted. Except as
provided in Paragraphs 8, 9 and 10 hereof, no option may be exercised unless the
optionee is at the time of such exercise in the employ of the Company or of a
subsidiary thereof and shall have been continuously so employed since the
granting of his option. Absence or leave approved by the Committee in accordance
with applicable provisions of the Code and the regulations promulgated
thereunder shall not be considered an interruption of employment for purposes of
the Plan.
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7. LIMITATION ON GRANTING OF OPTIONS. The Committee shall not grant
incentive stock options if the aggregate fair market value (determined at the
time the option is granted) of Common Shares with respect to which incentive
stock options are exercisable for the first time by an employee during any
calendar year (under all option plans of his employer corporation and its parent
and subsidiary corporations) shall exceed $100,000. In no event shall there be
granted under the 1999 Stock Option Plan or any other stock option plan of the
Company to any employee in any calendar year options to purchase more than
50,000 Common Shares. If any employee, at the time an incentive stock option is
granted to him, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the employer corporation or its
parent or subsidiary corporations (taking into account the attribution of stock
ownership rules set forth in Section 424(d) of the Code), the option price per
Common Share to be paid upon the exercise of such incentive stock option shall
not be less than one hundred and ten percent (110%) of the fair market value per
Common Share at the time the incentive stock option is granted, as determined in
accordance with Paragraph 5.
8. TERMINATION OF EMPLOYMENT. If an optionee shall cease to be employed
by the Company or a subsidiary thereof on account of normal retirement, early
retirement or disability, either physical or mental, he may exercise his option
to the extent that he was entitled to exercise it at the date of such cessation
or for such greater number of shares subject to the option as to which the
Committee may authorize an acceleration of time of exercise under the option. If
such cessation of employment is for any reason other than death or permanent and
total disability (within the meaning of Section 22 (e)(3) of the Code), said
optionee may exercise his option to the same extent, but only within the three
months next succeeding such cessation of employment
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or within the balance of the period of the option if less than three months;
provided, however, that in the event of an uninterrupted transfer of employment
to or between the Company and/or any parent or subsidiary corporation of the
Company, such option shall continue in effect until the employee ceases to be
employed by all such affiliated corporations. Neither the Plan, nor the granting
of any option thereunder, will confer upon any optionee any right with respect
to continuance of employment by the Company, or any subsidiary thereof, nor will
it interfere in any way with his right, or the employer's right, to terminate
his employment at any time.
9. DEATH OF OPTIONEE. In the event of the death of an optionee while in
the employ of the Company or a subsidiary thereof, the options theretofore
granted to him shall immediately vest (if any such options remain unvested) and
be exercisable only within one year next succeeding such death, or within the
balance of the period of the option if less than one year, and then only by the
administrator or executor of his estate.
10. DISABILITY OF OPTIONEE. In the event of the permanent and total
disability (within the meaning of Section 22(e)(3) of the Code) of the optionee
while in the employ of the Company or a subsidiary thereof, the options
theretofore granted to him shall be exercisable only within the one-year period
next succeeding his cessation of employment or within the balance of the period
of the option if less than one year.
11. NONASSIGNABILITY. Each option shall by its terms provide that it is
not transferable by the optionee other than by will or the laws of descent and
distribution and that it is exercisable during his lifetime, only by the
optionee or by the optionee's duly authorized legal representative
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if the optionee is unable to exercise his option as a result of the optionee's
disability, but only if, and to the extent, permitted by Section 422 of the
Code, and after his death, only by his administrator or executor, as above
permitted; provided, however, that if so provided in the instrument evidencing
the Option, the Committee may permit any optionee to transfer the Option during
his lifetime to one or more members of his family, to one or more trusts for the
benefit of one or more members of his family, provided that no consideration is
paid for the transfer and that such transfer would not result in the loss of any
exemption under Rule 16b-3 for any option that the Committee does not permit to
be so transferred and that such option is not intended to be an incentive stock
option. The transferee of an Option shall be subject to all restrictions, terms,
and conditions applicable to the Option prior to its transfer, except that the
Option shall not be further transferable inter vivos by the transferee. The
Committee may impose on any transferable Option and on the Common Shares to be
issued upon the exercise of the Option such limitations and conditions as the
Committee deems appropriate.
12. METHOD OF EXERCISE. Options shall be exercised in blocks of one
hundred (100) or more shares. Exercise of options shall be by the execution by
the person entitled at the time to exercise the options of a written notice of
such exercise and delivery thereof to the Company at its principal office in
Cleveland, Ohio, which notice shall specify the number of shares being
purchased. In the case of Common Shares purchased under options (unless such
Common Shares have in either case been registered under the Securities Act of
1933 (the "1933 Act")), the written notice shall contain a representation in
form approved by the Company that such Common Shares are being acquired not with
a view to resale or distribution and will not be sold or otherwise transferred
except upon compliance with applicable law. In the case of the exercise
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of an option, such notice shall be accompanied by payment in full of the option
price of the Common Shares. Payment of the option price with respect to any
stock option may be made in cash or in Common Shares valued at the closing sale
price per Common Share (or in the event there are no sales, then the average of
the closing bid and asked prices per Common Share) on the market in which such
shares are traded on the last trading day preceding the date on which the option
is exercised. Upon receipt of such notice and payment, the Company will promptly
issue and deliver its certificate for the number of Common Shares being
purchased under options. No person, estate or other entity shall have any of the
rights of a shareholder with reference to Common Shares subject to an option
until a certificate or certificates for the shares have been delivered. An
option granted under this Plan may be exercised for any lesser number of Common
Shares than the full amount for which it could be exercised subject to the first
two sentences of this Paragraph. Such a partial exercise of an option shall not
affect the right to exercise the option from time to time in accordance with
this Plan for the remaining Common Shares subject to the option.
13. ADJUSTMENTS. In the event of any change in the number or kind of
outstanding shares of the Company by reason of recapitalization, merger,
consolidation, reorganization, separation, liquidation, stock split, stock
dividend, combination of shares or any other change in the corporate structure
or shares of stock of the Company, the Committee in its discretion shall make an
appropriate adjustment in the number and kind of shares for which options may
thereafter be granted both in the aggregate and as to each optionee, as well as
in the number and kind of shares subject to options theretofore granted and the
option price payable upon exercise of such options.
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14. REALLOCATION OF UNUSED SHARES. Shares which are not purchased under
options which terminate or lapse may be used for the further grant of options
under the Plan.
15. EXPIRATION AND TERMINATION OF THE PLAN. Options may be granted
under the Plan at any time up to and including December 14, 2009, on which date
the Plan will expire, except as to options then outstanding under the Plan,
which options shall remain in effect until they have been exercised or have
expired.
16. AMENDMENT AND REVOCATION. The Board of Directors shall have the
right to alter, amend or revoke the Plan or any part thereof at any time and
from time to time; provided, however, that the Board of Directors shall obtain
any approval by shareholders which is necessary under applicable law; and
provided, further, that, without the consent of the optionees, no change may be
made in any option theretofore granted which will impair the rights of such
optionees.
17. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES.
a. No option shall be exercisable and no Common Shares will be
delivered under this Plan except in compliance with all applicable federal and
state laws and regulations including, without limitation, compliance with the
rules of all domestic stock exchanges on which the Company's Common Shares may
be listed. Any share certificate issued to evidence Common Shares may bear
legends and statements the Committee shall deem advisable to assure
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compliance with federal and state laws and regulations. No option shall be
exercisable, and no Common Shares will be delivered under this Plan, until the
Company has obtained consent or approval from regulatory bodies, federal or
state, having jurisdiction over such matters as the Committee may deem
advisable.
b. In the case of the exercise of an option by a person or estate
acquiring the right to exercise the option by bequest or inheritance, the
Committee may require reasonable evidence as to the ownership of the option and
may require such consents and releases of taxing authorities as it may deem
advisable.
18. WITHHOLDING OF TAXES. No later than the date as of which an amount
first becomes includable in the gross income of an optionee for federal income
tax purposes with respect to any option granted under the Plan, the optionee
shall pay to the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any federal, state or local taxes of any kind required
by law to be withheld with respect to such amount. Unless otherwise determined
by the Committee, withholding obligations may be settled with Common Shares,
including Common Shares that are a part of the option that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company and its subsidiaries
and affiliates shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due the optionee.
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19. TYPES OF OPTIONS. Options granted under the Plan may be: (i)
options which are intended to qualify and are identified as incentive stock
options under Section 422 of the Code; (ii) options which are not intended
clearly to qualify under Section 422 of the Code and are clearly identified as
options which are not to be treated as incentive stock options under Section 422
of the Code; or (iii) both of the foregoing.
20. GOVERNING LAW. The Plan, all options and action taken thereunder
and any agreements relating thereto, shall be governed by and construed in
accordance with the laws of the State of Ohio.
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