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EXHIBIT 99(a)
OWEN HEALTHCARE, INC.
STOCK OPTION PLAN
I. PURPOSE OF THE PLAN
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The Owen Healthcare, Inc. Stock Option Plan (the "Plan") is intended to provide
a means whereby certain employees and/or directors of Owen Healthcare, Inc. (the
"Company"), and its subsidiaries may develop a sense of proprietorship and
personal involvement in the development and financial success of the Company,
and to encourage them to remain with and devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its
shareholders. Accordingly, the Company may grant to certain employees and/or
directors the option ("Option") to purchase shares of the $1.00 stated value
common stock of the Company ("Stock"), as hereinafter set forth. Options granted
under the Plan may be either incentive stock options within the meaning of
section 422A(B) of the Internal Revenue Code of 1986, as amended (the "Code")
("Incentive Stock Options") or options which do not constitute Incentive Stock
Options.
II. ADMINISTRATION
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The Plan shall be administered by the Board of Directors (the "Board") of the
Company or by a Committee appointed by the Board from among its members (the
"Committee"). The Board or the Committee shall have sole authority to select the
employees and/or directors who are to be granted Options from among those
eligible hereunder and to establish the number of shares which may be issued
under each Option. The Board or the Committee is authorized to interpret the
Plan and may from time to time adopt such rules and regulations, not
inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the Plan. All decisions made by the Board or the Committee in selecting the
employees and/or directors to whom Options shall be granted, in establishing the
number of shares which may be issued under each Option, and in construing the
provisions of the Plan shall be final.
III. OPTION AGREEMENTS
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Each Option shall be evidenced by an Option Agreement and shall contain terms
and conditions, and may be exercisable for such periods, as may be approved by
the Board or the Committee. The terms and conditions of the respective Option
Agreements need not be identical. Specifically, an Option Agreement may provide
for the payment of the option price, in whole or in part, by the delivery of a
number of shares of Stock (plus cash if necessary) having a fair market value
equal to such option price. Each
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Option and all rights granted thereunder shall not be transferable other than by
Will or the laws of descent and distribution, and shall be exercisable during
the optionee's lifetime only by the optionee or the optionee's guardian or legal
representative.
IV. ELIGIBILITY OF OPTIONEE
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Options may be granted only to directors and individuals who are key employees
of the Company or any parent or subsidiary corporation (as defined in section
425 of the Code) of the Company at the time the Option is granted. Options may
be granted to the same employee on more than one occasion. The aggregate fair
market value (determined at the time the Option is granted) of the Shares with
respect to which Incentive Stock Options under the Plan are exercisable for the
first time by an individual during any calendar year plus the aggregate fair
market value (determined at the time of option grant) of stock with respect to
which other incentive stock options within the meaning of section 422A(B) of the
Code granted after December 31, 1986 under any other stock option plans of the
Company and any parent and subsidiary of the Company are exercisable for the
first time by such individual during such calendar year shall not exceed
$100,000. Options of an individual which are subject to the foregoing limitation
and which may become exercisable in any year pursuant to their terms shall
become exercisable in ascending order of option price. The Committee shall
determine which of an Optionee's Incentive Stock Options will not become
exercisable during a year because of such limitation and shall notify the
Optionee of such determination as soon as practicable after the beginning of
such year. Further, no Incentive Stock Option shall be granted to an individual
who owns stock possessing more than 10% of the total combined voting power of
all classes of Stock of the Company of its parent or any subsidiary corporation,
within the meaning of section 422A(b)(6) of the Code, unless (i) at the time
such Option is granted the option price is at least 110% of the fair market
value of the Stock subject to the Option and (ii) such Option by its terms is
not exercisable after the expiration of five years from the date of grant. No
Incentive Stock Option may be granted to a Non-Employee Director. In regards to
Non-Statutory Stock Options; a reference to "Employee" shall mean either an
employee or a member of the Board of Directors of the Company or its
subsidiaries.
V. SHARES SUBJECT TO THE PLAN
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The aggregate number of shares which may be issued under Options granted under
the Plan shall not exceed 150,000 shares of Stock. Such shares may consist of
authorized but unissued shares of Stock or previously issued shares of Stock
reacquired by the Company. Any of such shares which remain unissued and which
are
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not subject to outstanding Options at the termination of the Plan shall cease to
be subject to the Plan, but until termination of the Plan, the Company shall at
all times make available a sufficient number of shares to meet the requirements
of the Plan. Should any Option hereunder expire or terminate prior to its
exercise in full, the shares theretofore subject to such Option may again be
subject to an Option granted under the Plan. The aggregate number of shares
which may be issued under the Plan shall be subject to adjustment as provided in
Paragraph VIII hereof. Exercise of an option in any manner, including an
exercise involving an election of an alternative settlement method referred to
in Paragraph III hereof, shall result in a decrease in the number of shares of
Stock which may thereafter be available, both for purposes of the Plan and for
sale to any one employee, by the number of shares as to which the Option is
exercised. Separate stock certificates shall be issued by the Company for those
shares acquired pursuant to the exercise of an Incentive Stock Option and for
those shares acquired pursuant to the exercise of any Option which does not
constitute an Incentive Stock Option.
VI. OPTION PRICE
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The purchase price of Stock issued under each Option shall be determined by the
Board or the Committee, but in the case of an Incentive Stock Option, such
purchase price shall not be less than the fair market value of Stock subject to
the Option on the date the Option is granted.
VII. TERM OF PLAN
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The Plan shall be effective upon the date of its adoption by the Board of
Directors, provided the plan is subsequently approved by the shareholders of the
Company within 12 months thereafter. Except with respect to Options then
outstanding, if not sooner terminated under the provisions of Paragraph IX
hereof, the Plan shall terminate upon and no further Options shall be granted
after the expiration of ten years from the date of its adoption by the Board of
Directors.
VIII. RECAPITALIZATION OR REORGANIZATION
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(a) The existence of the Plan and the Options granted hereunder shall not affect
in any way the right or power of the Board or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of bonds, debentures, preferred or prior
preference stocks ahead of or affecting Stock or the rights thereof, the
dissolution or liquidation of the
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Company or any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding.
(b) The shares with respect to which Options may be granted are shares of Stock
as presently constituted, but if, and whenever, prior to the expiration of an
Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Option may thereafter be exercised (i) in the event
of an increase in the number of outstanding shares shall be proportionately
increased, and the purchase price per share shall be proportionately reduced,
and (ii) in the event of a reduction in the number of outstanding shares shall
be proportionately reduced, and the purchase price per share shall be
proportionately increased.
(c) If the Company recapitalizes or otherwise changes its capital structure,
thereafter upon any exercise of an Option theretofore granted the optionee shall
be entitled to purchase under such Option, in lieu of the number of shares of
Stock as to which such Option shall then be exercisable, the number and class of
shares of stock and securities to which the optionee would have been entitled
pursuant to the terms of such recapitalization if, immediately prior to such
recapitalization, the optionee had been the holder of record of the number of
shares of Stock as to which such Option is then exercisable. If the Company
shall not be the surviving corporation in any merger or consolidation, or if the
Company is to sell all or substantially all of its assets, if the ownership of
more than 50% of the outstanding shares of Stock shall change as a result of a
concerted action by one or more persons or corporations, or if an attempt is so
made to effect such a change of ownership, or if the Company is to be dissolved
and liquidated (each such event is referred to as a "Corporate Change"), then
the Board or the Committee, in order to protect the rights of holders of
outstanding Options, in its sole discretion may (i) accelerate the time at which
Options then outstanding may be exercised so that such Options may be exercised
in full on or before a date (before or after such Corporate Change) fixed by the
Board or the Committee, (ii) provide for the purchase, before or after such
Corporate Change, of each Option then outstanding for an amount of cash equal to
the excess of the fair market value of the shares subject to such Option (which
in the event of a change in the ownership of more than 50% of the outstanding
shares of Stock shall be not less than the amount of cash and the fair market
value of other consideration tendered for such outstanding shares) over the
aggregate option price of such shares, (iii) make such adjustments to Options
then outstanding as the Board or the Committee deems appropriate to reflect such
Corporate Change, or (iv) cause Options then outstanding to be assumed, or new
options substituted therefor, by any surviving corporation in such Corporate
Change. For purposes of this paragraph VIII, the
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Company shall be considered to be the surviving corporation in a merger the
result of which is a change in the ownership of more than 50% of the outstanding
shares of Stock.
(d) Notwithstanding anything to the contrary herein, no adjustment shall be made
if such adjustment would result in a modification of an Option (within the
meaning of section 425 of the Code), or cause such Option to fail to continue to
qualify as an incentive stock option under section 422A(b) of the Code.
(e) Except as hereinbefore expressly provided, the issuance by the Company of
shares of stock of any class or securities convertible into shares of stock of
any class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Stock subject to Options theretofore granted or the purchase price per
share.
IX. AMENDMENT OR TERMINATION OF THE PLAN
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The Board in its discretion may terminate the Plan at any time with respect to
any shares for which Options have not theretofore been granted. The Board shall
have the right to alter or amend the Plan or any part thereof from time to time;
provided, that no change in any Option theretofore granted may be made which
would impair the rights of the optionee without the consent of such optionee;
and provided further, that the Board may not make any alteration or amendment
which would materially increase the benefits accruing to participants under the
Plan, increase the aggregate number of shares which may be issued pursuant to
the provisions of the Plan, change the class of employees eligible to receive
Options under the Plan, or extend the term of the Plan, without the approval of
the shareholders of the Company.
X. SECURITIES LAWS
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The Company shall not be obligated to issue any Stock pursuant to any Option
granted under the Plan at any time when the shares covered by such Option have
not been registered under the Securities Act of 1933 and such other state and
federal laws, rules or regulations as the Company or the Committee deems
applicable and in the opinion of legal counsel for the Company there is no
exemption from the registration requirements of such laws, rules or regulations
available for the issuance of such shares. In such circumstances, the Company
will use reasonable efforts to obtain such registration or such exemption as
soon as practicable.
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