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Exhibit 10.3
MONRO MUFFLER BRAKE, INC.
1998 STOCK OPTION PLAN
ARTICLE 1
ESTABLISHMENT AND PURPOSE
1.1 Establishment and Effective Date. Monro Muffler Brake,
Inc., a New York corporation (the "Company"), hereby establishes a stock option
plan to be known as the Monro Muffler Brake, Inc. 1998 Stock Option Plan (the
"Plan"). The Plan shall become effective as of November 18, 1998, subject to the
approval of the Company's stockholders.
1.2 Purpose. The purpose of the Plan is to encourage and
enable all eligible employees (subject to such requirements as may be prescribed
by the Stock Option Committee (the "Committee")) of the Company and its
subsidiaries to acquire a proprietary interest in the Company through the
ownership of the Company's common stock, par value $0.01 per share ("Common
Stock"). Such ownership will provide such employees with a more direct stake in
the future welfare of the Company and encourage them to remain with the Company
and its subsidiaries. It is also expected that the Plan will encourage qualified
persons to seek and accept employment with the Company and its subsidiaries.
ARTICLE 2
AWARDS
2.1 Form of Awards. Awards under the Plan may be granted in
the form of incentive stock options ("Incentive Stock Options") meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or non-qualified stock options ("Non-qualified Stock Options) that
are not intended to qualify as incentive stock options under Section 422 of the
Code (collectively, "Options").
2.2 Maximum Shares Available. The maximum aggregate number of
shares of Common Stock available for award under the Plan is 750,000, subject to
adjustment pursuant to Article 8 hereof. Shares of Common Stock issued pursuant
to the Plan may be either authorized but unissued shares or issued shares
reacquired by the Company. In the event that prior to the end of the period
during which Options may be granted under the Plan, any Option expires
unexercised or is terminated, surrendered or canceled without being exercised in
whole for any reason, the shares of Common Stock covered by such Option shall be
available for subsequent awards of Options under the Plan upon such terms as the
Committee may determine. In addition, shares of Common Stock withheld in payment
of taxes relating to Options, and the number of shares of Common Stock equal to
the number of shares surrendered in payment of the exercise price of Options or
taxes relating to Options, shall be available for subsequent awards of Options
under the Plan upon such terms as the Committee may determine.
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2.3 Return of Prior Awards. As a condition to any subsequent
award, the Committee shall have the right, at its discretion, to require
employees to return to the Company Options previously granted under the Plan.
Subject to the provisions of the Plan, such new Option shall be upon such terms
and conditions as are specified by the Committee at the time the new award is
granted.
ARTICLE 3
ADMINISTRATION
3.1 Committee. Awards shall be determined, and the Plan shall
be administered by, the Committee as appointed from time to time by the Board of
Directors of the Company (the "Board"), which Committee shall consist of not
less than two (2) members of the Board. Except as permitted by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Act"), and by Section 162(m)
of the Code (or Regulations promulgated thereunder), no member of the Board may
serve on the Committee if such member: (i) is or has been granted or awarded
stock, stock options or any other equity security or derivative security of the
Company or any of its affiliates pursuant to the Plan or any other plan of the
Company or its affiliates either while serving on the Committee or during the
one year period prior to being appointed to the Committee; (ii) is an employee
or former employee of the Company; or (iii) receives remuneration from the
Company, either directly or indirectly, in any capacity other than as a
director.
3.2 Powers of Committee. Subject to the express provisions of
the Plan, the Committee shall have the power and authority (i) to grant Options
and to determine the purchase price of the Common Stock covered by each Option,
the term of each Option, the number of shares of Common Stock to be covered by
each Option and any performance objectives or vesting standards applicable to
each Option; (ii) to designate Options as Incentive Stock Options or
Non-qualified Stock Options; and (iii) to determine the employees to whom, and
the time or times at which, Options shall be granted.
3.3 Delegation. The Committee may delegate to one or more of
its members or to any other person or persons such ministerial duties as it may
deem advisable. The Committee may also delegate to the Chief Executive Officer
of the Company the authority, subject to such terms as the Committee shall
determine, to perform any and all functions as the Committee may determine. The
Committee may also employ attorneys, consultants, accountants or other
professional advisors and shall be entitled to rely upon the advice, opinions or
valuations of any such advisors.
3.4 Interpretations. The Committee shall have sole
discretionary authority to interpret the terms of the Plan, to adopt and revise
rules, regulations and policies to administer the Plan and to make any other
factual determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Company, all employees who have received awards under the Plan and all
other interested persons.
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3.5 Liability; Indemnification. No member of the Committee,
nor the Chief Executive Officer, or any person to whom ministerial duties have
been delegated, shall be personally liable for any action, interpretation or
determination made with respect to the Plan or Options granted thereunder, and
each member of the Committee, the Chief Executive Officer and each person to
whom ministerial duties have been delegated shall be fully indemnified and
protected by the Company with respect to any liability he or she may incur with
respect to any such action, interpretation or determination, to the extent
permitted by applicable law and to the extent provided in the Company's
Certificate of Incorporation and Bylaws, as amended from time to time, or under
any agreement between such member, the Chief Executive Officer and the Company.
ARTICLE 4
ELIGIBILITY
Options may be granted to all employees of the Company or any
of its subsidiaries (subject to such requirements as may be prescribed by the
Committee), including officers of the Company; PROVIDED, HOWEVER, that no
employee may receive a grant of an Option to purchase more than 500,000 shares
of Common Stock in the aggregate in any fiscal year of the Company. Options may
be granted to a director of the Company, provided that the director is also an
employee. In determining the employees to whom Options shall be granted and the
number of shares to be covered by each Option, the Committee shall take into
account the nature of the services rendered by such employees, their present and
potential contributions to the success of the Company and its subsidiaries, and
such other factors as the Committee in its sole discretion shall deem relevant.
As used herein, the term "subsidiary" shall mean any present
or future corporation, partnership or joint venture in which the Company owns,
directly or indirectly, 40% or more of the economic interests. Notwithstanding
the foregoing, only employees of the Company and any present or future
corporation which is or may be a "subsidiary corporation" of the Company (as
such term is defined in Section 424(f) of the Code) shall be eligible to receive
Incentive Stock Options.
ARTICLE 5
STOCK OPTIONS
5.1 Grant of Options. Options may be granted under the Plan
for the purchase of shares of Common Stock. Options shall be granted in such
form and upon such terms and conditions, including the satisfaction of corporate
or individual performance objectives and other vesting standards, as the
Committee shall from time to time determine.
5.2 Designation as Non-qualified Stock Option or Incentive
Stock Option. In connection with any grant of Options, the Committee shall
designate in the written agreement required pursuant to Article 10 hereof
whether the Options granted shall be Incentive Stock
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Options or Non-qualified Stock Options, or in the case both are granted, the
number of shares of each.
5.3 Option Price. The purchase price per share under each
Incentive Stock Option shall be the Market Price (as hereinafter defined) of the
Common Stock on the date the Incentive Stock Option is granted. The purchase
price per share under each Non-qualified Stock Option shall be specified by the
Committee. In no case, however, shall the purchase price per share of an Option
be less than the par value of the Common Stock ($0.01). Notwithstanding the
foregoing, to the extent required by the Code, the purchase price per share
under each Non-qualified Stock Option granted to an employee who is treated as a
"covered employee" (as defined in Section 162(m)(3) of the Code) on the date
such Non-qualified Stock Option is exercised shall not be less than 100% of the
Market Price of the Common Stock on the date of grant. In the case of an
Incentive Stock Option granted to an employee owning (actually or constructively
under Section 424(d) of the Code), more than 10% of the total combined voting
power of all classes of stock of the Company or of a subsidiary (a "10%
Stockholder"), the option price shall not be less than 110% of the Market Price
of the Common Stock on the date of grant.
The "Market Price" of the Common Stock on any day shall be
determined as follows: (i) if the Common Stock is listed on a national
securities exchange or quoted through the NASDAQ National Market System, the
Market Price on any day shall be the average of the high and low reported
Consolidated Trading sales prices, or if no such sale is made on such day, the
average of the closing bid and asked prices reported on the Consolidated Trading
listing for such day; (ii) if the Common Stock is quoted on the NASDAQ
inter-dealer quotation system, the Market Price on any day shall be the average
of the representative bid and asked prices at the close of business for such
day; or (iii) if the Common Stock is not listed on a national stock exchange or
quoted on NASDAQ, the Market Price on any day shall be the average of the high
bid and low asked prices reported by the National Quotation Bureau, Inc. for
such day.
5.4 Limitation on Amount of Incentive Stock Options. In the
case of Incentive Stock Options, the aggregate Market Price (determined at the
time the Incentive Stock Option is granted) of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by any optionee
during any calendar year (under all plans of the Company and any subsidiary)
shall not exceed $100,000.
5.5 Limitation on Time of Grant. No grant of an Incentive
Stock Option shall be made under the Plan more than ten (10) years after the
date the Plan is approved by stockholders of the Company.
5.6 Exercise and Payment. Options may be exercised in whole or
in part. Common Stock purchased upon exercise of Options shall be paid for in
full at the time of purchase. Such payment shall be made in cash or, in the
discretion of the Committee, through delivery of shares of Common Stock or a
combination of cash and Common Stock, in accordance with procedures to be
established by the Committee. Any shares so delivered shall be valued at their
Market Price on the date of exercise.
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5.7 Term. The term of each Option granted under the Plan shall
be determined by the Committee; PROVIDED, HOWEVER, that, notwithstanding any
other provision of the Plan, in no event shall an Incentive Stock Option be
exercisable after ten (10) years from the date it is granted, or in the case of
an Incentive Stock Option granted to a 10% Stockholder, five (5) years from the
date it is granted.
5.8 Rights as a Stockholder. A recipient of Options shall have
no rights as a stockholder with respect to any shares issuable or transferable
upon exercise thereof until the date a stock certificate is issued to such
recipient representing such shares. Except as otherwise expressly provided in
the Plan, no adjustment shall be made for cash dividends or other rights for
which the record date is prior to the date such stock certificate is issued.
5.9 General Restrictions. Each Option granted under the Plan
shall be subject to the requirement that, at any time the Board shall determine,
in its discretion, that the listing, registration or qualification of the shares
issuable or transferable upon exercise thereof upon any securities exchange or
under any state or Federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the issue, transfer, or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.
The Board or the Committee may, in connection with the
granting of any Option, require the individual to whom the Option is to be
granted to enter into an agreement with the Company stating that as a condition
precedent to each exercise of the Option, in whole or in part, such individual
shall if then required by the Company represent to the Company in writing that
such exercise is for investment only and not with a view to distribution, and
also setting forth such other terms and conditions as the Board or the Committee
may prescribe.
ARTICLE 6
NONTRANSFERABILITY OF OPTIONS
No Option may be transferred, assigned, pledged or
hypothecated (whether by operation of law or otherwise), except as provided by
will or the applicable laws of descent and distribution, and no Option shall be
subject to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of an Option not
specifically permitted herein shall be null and void and without effect. An
Option may be exercised by the recipient only during his or her lifetime, or
following his or her death pursuant to Section 7.3 hereof.
Notwithstanding anything to the contrary in the preceding
paragraph, the Committee may, in its sole discretion, cause the written
agreement relating to any Options granted under the Plan to provide that the
recipient of such Options may transfer any such Options other than by will or
the laws of descent and distribution in any manner authorized under applicable
law.
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ARTICLE 7
EFFECT OF TERMINATION OF EMPLOYMENT, RELOCATION EVENT,
DISABILITY, RETIREMENT, DEATH OR SPECIAL EVENT
7.1 General Rule. Except as expressly determined by the
Committee in its sole discretion, no Option shall be exercisable after [thirty
(30) days] following the recipient's termination of employment with the Company
or a subsidiary, unless such termination of employment occurs by reason of: (i)
Retirement (as defined in Section 7.2), (ii) Disability (as defined in Section
7.2), or (iii) death.
Options shall not be affected by any change of employment so
long as the recipient continues to be employed by either the Company or a
subsidiary. The Committee may, in its sole discretion, cause any Option to be
forfeited upon an employee's termination of employment if the employee was
terminated for one (or more) of the following reasons: (i) the employee's
conviction, or plea of guilty or nolo contendere to the commission of a felony;
(ii) the employee's commission of any fraud, misappropriation or misconduct
which causes demonstrable injury to the Company or a subsidiary; (iii) an act of
dishonesty by the employee resulting or intended to result, directly or
indirectly, in gain or personal enrichment at the expense of the Company or a
subsidiary; or (iv) any breach of the employee's fiduciary duties to the Company
as an employee. It shall be within the sole discretion of the Committee to
determine whether the employee's termination was for one of the foregoing
reasons, and the decision of the Committee shall be final and conclusive.
7.2 Disability or Retirement. Except as expressly provided
otherwise in the written agreement relating to any Option granted under the
Plan, in the event of the Disability or Retirement of a recipient of Options,
the Options which are held by such recipient on the date of such Disability or
Retirement, whether or not otherwise exercisable on such date, shall be
exercisable for [one (1) year following such Disability or Retirement].
"Disability" shall mean any termination of employment with the
Company or a subsidiary because of a long-term or total disability, as
determined by the Committee in its sole discretion. "Retirement" shall mean a
termination of employment with the Company or a subsidiary either: (i) on a
voluntary basis by a recipient who is at least sixty-five (65) years of age and
who has at least ten (10) years of service with the Company or a subsidiary; or
(ii) otherwise with the written consent of the Committee in its sole discretion.
The decision of the Committee with respect to a determination regarding
Disability or Retirement shall be final and conclusive.
7.3 Death. In the event of the death of a recipient of Options
while an employee of the Company or any subsidiary, Options which are held by
such employee at the date of death, whether or not otherwise exercisable on the
date of death, shall be exercisable by the beneficiary designated by the
employee for such purpose (the "Designated Beneficiary") or if no Designated
Beneficiary shall be appointed or if the Designated Beneficiary shall predecease
the employee, by the employee's personal representatives, heirs or legatees, at
any time within [one (1) year] from the date of death, at which time such
Options shall terminate.
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In the event of the death of a recipient of Options following
a termination of employment due to Retirement or Disability, if such death
occurs before the Options are exercised, the Options which are held by such
recipient on the date of termination of employment, whether or not otherwise
exercisable on such date, shall be exercisable by such recipient's Designated
Beneficiary, or if no Designated Beneficiary shall be appointed or if the
Designated Beneficiary shall predecease such recipient, by such recipient's
personal representatives, heirs or legatees, to the same extent such Options
were exercisable by the recipient following such termination of employment.
7.4 Leave of Absence. In the case of an employee on an
approved leave of absence, the Options of such employee shall not be affected
unless such leave is longer than [three (3) months]. The date of exercisability
of any Options of an employee which are unexercisable at the beginning of an
approved leave of absence lasting longer than [three (3) months] shall be
postponed for a period equal to the length of such leave of absence.
Notwithstanding the foregoing, the Committee may, in its sole discretion, waive
in writing any such postponement of the date of exercisability of any Options
due to a leave of absence.
7.5 Change in Control. Notwithstanding any provisions of the
Plan to the contrary, if there should be a Change in Control of the Company (i)
the Company shall give each recipient of Options written notice of such Change
in Control as promptly as practicable prior to the effective date thereof, and
(ii) all of the Options held by employees not currently exercisable shall become
exercisable immediately prior to the effective date of such Change in Control;
PROVIDED, HOWEVER, that all or a portion of such Options shall not be
exercisable to the extent that the exercise would cause the employee to be
subject to taxes under Section 4999 of the Code.
"Change in Control" shall mean any of the following: (i) any
person who is not an "affiliate" (as defined in Rule 12b-2 of the Act) of the
Company as of the effective date of the Plan becomes the beneficial owner,
directly or indirectly, of 50% or more of the combined voting power of the then
outstanding securities of the Company except pursuant to a public offering of
securities of the Company; (ii) the sale of the Company substantially as an
entirety (whether by sale of stock, sale of assets, merger, consolidation, or
otherwise) to a person who is not an affiliate of the Company as of the
effective date of the Plan; or (iii) there occurs a merger, consolidation or
other reorganization of the Company with a person who is not an affiliate of the
Company as of the effective date of the Plan, and in which the Company is not
the surviving entity.
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ARTICLE 8
ADJUSTMENT UPON CHANGES IN CAPITALIZATION
Notwithstanding any other provision of the Plan, the Committee
may: (i) at any time, make or provide for such adjustments to the Plan or to the
number and class of shares available thereunder; or (ii) at the time of grant of
any Options, provide for such adjustments to such Options as the Committee shall
deem appropriate to prevent dilution or enlargement of rights, including,
without limitation, adjustments in the event of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, spin-offs, reorganizations, liquidations and the like.
ARTICLE 9
AMENDMENT AND TERMINATION
The Board may suspend, terminate, modify or amend the Plan,
provided that any amendment that would (i) materially increase the aggregate
number of shares which may be issued under the Plan, (ii) materially increase
the benefits accruing to employees under the Plan, or (iii) materially modify
the requirements as to eligibility for participation in the Plan, shall be
subject to the approval of the Company's stockholders, except that any such
increase or modification that may result from adjustments authorized by Article
8 hereof shall not require such stockholder approval. If the Plan is terminated,
the terms of the Plan shall, notwithstanding such termination, continue to apply
to awards granted prior to such termination. No suspension, termination,
modification or amendment of the Plan may, without the consent of the employee
to whom an award shall theretofore have been granted, adversely affect the
rights of such employee under such award.
ARTICLE 10
WRITTEN AGREEMENT
Each award of Options shall be evidenced by a written
agreement containing such restrictions, terms and conditions, if any, as the
Committee may require. In the event of any conflict between a written agreement
and the Plan, the terms of the Plan shall govern.
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 Tax Withholding. The Company shall have the right to
require employees or their Designated Beneficiaries, personal representatives,
heirs or legatees to remit to the Company an amount sufficient to satisfy
Federal, state and local withholding tax requirements, or to deduct from all
payments under the Plan amounts sufficient to satisfy all withholding tax
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requirements. The Committee may, in its sole discretion, permit an employee to
satisfy his or her tax withholding obligation either by: (i) surrendering shares
of Common Stock owned by the employee; or (ii) having the Company withhold from
shares of Common Stock otherwise deliverable to the employee. Shares of Common
Stock surrendered or withheld shall be valued at their Market Price as of the
date on which income is required to be recognized for income tax purposes.
11.2 Successor. The obligations of the Company under the Plan
shall be binding upon any successor Company or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor Company or organization succeeding to all or substantially all of the
assets and business of the Company. In the event of any of the foregoing, the
Committee may, at its discretion prior to the consummation of the transaction
and subject to Article 9 hereof, cancel, offer to purchase, exchange, adjust or
modify any outstanding awards, at such time and in such manner as the Committee
deems appropriate and in accordance with applicable law.
11.3 General Creditor Status. Employees shall have no right,
title, or interest whatsoever in or to any investments which the Company may
make to aid it in meeting its obligations under the Plan. Nothing contained in
the Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Company and any employee or Designated Beneficiary, personal representative,
heir or legatee of such employee. To the extent that any person acquires a right
to receive payments from the Company under the Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company. All
payments to be made under the Plan shall be paid from the general funds of the
Company and no special or separate fund shall be established and no segregation
of assets shall be made to assure payment of such amounts except as expressly
set forth in the Plan.
11.4 No Right to Employment. Nothing in the Plan or in any
written agreement entered into pursuant to Article 10 hereof, nor the grant of
any award, shall confer upon any employee any right to continue in the employ of
the Company or a subsidiary or to be entitled to any remuneration or benefits
not set forth in the Plan or such written agreement or interfere with or limit
the right of the Company or a subsidiary to modify the terms of or terminate
such employee's employment at any time.
11.5 Notices. Notices required or permitted to be made under
the Plan shall be sufficiently made if personally delivered to the employee or
sent by regular mail addressed: (i) to the employee at the employee's address as
set forth in the books and records of the Company or its subsidiaries; or (ii)
to the Company or the Committee at the principal office of the Company clearly
marked "Attention: Stock Option Committee."
11.6 Severability. In the event that any provision of the Plan
shall be held illegal or invalid for any reason, such 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.
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11.7 Governing Law. To the extent not preempted by Federal
law, the Plan, and all agreements thereunder, shall be construed in accordance
with and governed by the laws of the State of New York.
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