Exhibit 10.48
Rockford Corporation
2002 Stock Option Plan
1. Purpose.
The Rockford Corporation 2002 Stock Option Plan is intended to assist in
attracting and retaining employees and directors and to motivate such
individuals to use their best efforts on behalf of the Corporation.
2. Definitions.
The following terms have the following meanings:
2.1 "1933 Act" means the Federal Securities Act of 1933 and applicable
state securities laws.
2.2 "1934 Act" means the Securities Exchange Act of 1934.
2.3 "Board" means the Board of Directors of Rockford Corporation.
2.4 "Code" means the Internal Revenue Code of 1986.
2.5 "Committee" means the Compensation Committee of the Board of
Directors of Rockford Corporation.
2.6 "Corporation" means Rockford Corporation and any Subsidiary.
2.7 "Fair Market Value" means, as applied to a specific date, the
closing price for the Stock on such date as reported on the
principal stock exchange upon which the Corporation's Stock is
listed, currently, the Nasdaq Stock Market--National Market System
("NASDAQ"); or, if the stock is not listed, then the mean between
the most recent bid and asked prices of any other recognized trading
market or if no stock was traded on the relevant date, on the next
preceding day on which the Stock was so traded. If no such market
exists, then the Committee shall determine in good faith the fair
market value of the Stock.
2.8 "Grant Date" means the date on which an Option is granted as
specified by the Committee, contingent on the Optionee executing a
Stock Option Agreement in form satisfactory to the Committee.
2.9 "Incentive Option" means an Option eligible for tax treatment as an
incentive option under Section 422 of the Code.
2.10 "Non-Qualified Option" means an Option that is not eligible for tax
treatment as an incentive option under Section 422 of the Code.
2.11 "Option" means an option to purchase Stock granted under this Plan.
2.12 "Optionee" means an employee or director to whom an Option has been
granted under the Plan.
2.13 "Plan" means the Rockford Corporation 2002 Stock Option Plan, the
terms and conditions of which are covered in this instrument.
2.14 "Stock" means the common stock of the Corporation.
2.15 "Stock Option Agreement" means a written agreement entered into
between the Corporation and the Optionee that provides for the price
and terms of an Option.
2.16 "Subsidiary" means any corporation of which the majority of the
outstanding capital stock is owned, directly or indirectly, by the
Corporation and which meets the definition of a subsidiary
corporation as set forth in Section 424(f) of the Code, at the time
of the granting of the Option.
2.17 "Ten Percent Shareholder" means an individual who owns more than 10%
of the total combined voting power of all classes of stock of the
Corporation.
3. Administration.
3.1 The Plan shall be administered by the Compensation Committee of the
Board, which Committee shall satisfy the requirements for "outside
directors" as set forth in section 162 (m) of the Code and
"non-employee directors" as set forth in rule 16b-3 of the 1934 Act.
Without limiting the powers of the Committee, the Committee shall
have the power to determine the times during which any Option shall
be exercisable, the events upon which any Option shall terminate,
the amounts, if any, payable to beneficiaries of an Optionee upon
the death of such Optionee, the exercisability of any Option on the
sale of all, or substantially all, of the assets of the Corporation,
or a merger where the Corporation is not the surviving corporation
(other than a merger that is only a change in form), and other terms
of exercise. No member of the Committee shall be eligible to vote on
the grant of Options to him or her. All decisions and determinations
of the Committee in administering the Plan shall be final.
3.2 If changes are made to the Code that make it advisable, in the
Committee's sole discretion, to change the character of Options for
income tax purposes, the Committee may change the character of
Options and may impose on Options any conditions deemed necessary or
appropriate to comply with the Code requirements. However, except as
otherwise provided herein, the Committee may
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not change the character or terms of an outstanding Option without
the Optionee's consent.
3.3 The Committee, subject to the provisions of the Plan, shall make
determinations regarding:
(a) The employees or directors who shall receive Options, the
times when such Options shall be granted, the time limits
within which Options may be exercised, the number of shares
subject to each Option, and the terms and provisions of Stock
Option Agreements (which need not be identical);
(b) Interpretation of Plan provisions;
(c) Rules and regulations relating to the Plan;
(d) Stock Option Agreements under the Plan; and
(e) Other determinations advisable for the proper administration
of the Plan.
4. Tax and Other Characteristics of Options.
4.1 Options granted pursuant to the Plan may be designated, but need not
be designated, as Incentive Options. The Stock Option Agreement
shall provide whether an Option is an Incentive Option or a
Non-Qualified Option. In the case of Incentive Options, the
aggregate fair market value of the Stock (at the time the Option is
granted) for Options that are exercisable for the first time by an
Optionee during any calendar year (under all stock option plans of
the Corporation or Subsidiary) shall not exceed $100,000.
Non-employee directors of the Corporation or Subsidiary shall not be
eligible for the grant of Incentive Options.
4.2 At all times during the period beginning on the date of grant of the
Incentive Stock Option and ending on the day three months before the
date of exercise of an Incentive Stock Option, the Optionee must be
an Employee of the Corporation or a Subsidiary. Such 3-month period
shall be extended to twelve (12) months if employment ends due to a
total disability. Additional limitations may be imposed by the terms
of the Option Agreement.
5. Stock Subject to the Plan.
5.1 Subject to adjustments under Section 11, the aggregate number of
shares of Stock that may be issued on the exercise of Options shall
not exceed 600,000 and the maximum number of shares for which
Options may be granted to any one employee shall be 200,000. Such
Stock may be authorized but unissued shares or treasury shares, as
the Committee determines.
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5.2 If an Option expires or is terminated, the shares of Stock allocated
for issuance under such Option may be allocated to a new Option
under the Plan.
6. Eligibility.
All individuals who are officers, directors, advisory directors or
employees of the Corporation or a Subsidiary, including employees who are
officers or directors, shall be eligible for selection by the Committee to
receive Options under the Plan. Only officers and employees of the
Corporation or a Subsidiary may receive Incentive Options under the Plan.
7. Option Exercise Price and Payment of Withholding Taxes.
The Committee shall determine the price at which shares of Stock may be
purchased on the exercise of any Option at the time an Option is granted.
The price shall not be less than 100% of the fair market value of the
Stock at the Grant Date, but if the Corporation desires to grant an
Incentive Option to a Ten Percent Shareholder, the price at which shares
may be purchased under such Option shall not be less than 110% of the fair
market value of the Stock at the Grant Date. Also, any eligible individual
shall pay to the Corporation (or make arrangements for such payment) any
applicable federal and state income and withholding taxes the Corporation
determines are payable on the spread between the fair market value of the
Stock at the date of exercise and the Option price.
8. Term of Options.
The Committee shall determine the term of each Option at the Grant Date.
In no case, however, shall the term of any Option exceed ten years from
the Grant Date, or five years in the case of a grant of an Incentive
Option to a Ten Percent Shareholder.
9. Payment on Exercise of Options.
The price of an exercised Option and any taxes required to be paid by the
Optionee on exercise of such Option shall be paid:
(a) In cash; or
(b) At the discretion of the Committee, through the delivery of
Stock with a fair market value equal to the exercise price and
withholding taxes, if any; or
(c) At the discretion of the Committee, through a combination of
(a) and (b).
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10. Non-Transferability of Options.
(a) Except as provided in (b), below, Options shall not be
transferable by the Optionee, but if an Optionee dies, his or
her personal representative may exercise an Option within 90
days of the date of the Optionee's death.
(b) Options may be transferable pursuant to a valid decree of
divorce; provided, however, that any Incentive Options
required to be so transferred shall cease to be Incentive
Options and become Non-Qualified Options.
11. Adjustments.
If the Corporation:
(a) declares a dividend or makes a distribution on its Stock
payable in Stock or securities convertible into Stock; or
(b) recapitalizes through a split-up of the outstanding shares of
Stock into a greater number or a combination of the
outstanding Stock into a lesser number; or
(c) issues, by reclassification of its Stock, any share of Stock,
or
(d) reorganizes, merges, consolidates, splits-up, combines, or
exchanges shares or engages in any similar transaction to
those described in this Section 11 with respect to the Stock,
the Committee shall make appropriate and equitable adjustments in the
number and kind of shares subject to outstanding Options under the Plan.
Any other adjustments to the Options shall be within the sole discretion
of the Committee. If the adjustment would produce fractional shares with
respect to any unexercised Option, the Committee may adjust appropriately
the number of shares covered by the Option to eliminate the fractional
shares. The price of any shares subject to an outstanding Option shall be
adjusted so there will be no change in the aggregate purchase price
payable upon the exercise of the Option, and such price may be changed at
the Committee's discretion, to avoid any substantial dilution or
enlargement of the rights granted or available to Optionees under the Plan
or to shareholders of the Corporation.
12. Additional Restrictions.
Notwithstanding any other provisions of the Plan, any Stock Option
Agreement may contain such additional or more restrictive provisions as
the Committee deems advisable and consistent with the Plan.
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13. Registration.
The Plan, the Stock to be issued pursuant to the exercise of Options, or
the Options granted under the Plan, may be registered under the Act.
14. Effective Date of Plan.
The Plan shall become effective as of January 23, 2002 and shall remain in
effect for ten years from its effective date, unless the Board terminates
it earlier. No Incentive Options may be issued under the Plan unless the
stockholders of the Corporation approve the Plan within one year from the
date the Plan is adopted by the Corporation.
15. Amendments and Termination.
The Board, in its discretion and at any time, may modify, amend or
terminate the Plan. Neither the termination of the Plan, nor any
modification or amendment thereof, shall adversely affect any rights under
an Option previously granted under the Plan without the consent of the
Optionee except as provided in the Plan and except that, if the
Corporation merges into, consolidates, or sells substantially all of its
assets to another entity, the Corporation may terminate any outstanding
Options without such consent. Notwithstanding the foregoing, the Board may
amend the Plan to the extent necessary to cause Options granted under the
Plan to meet the requirements of the Act and the Code and regulations
thereunder.
16. Miscellaneous.
(a) Nothing in the Plan or any Option granted shall confer upon
any person any right to continue in the service of the
Corporation or a Subsidiary.
(b) The grant of Options under the Plan, the issuance and delivery
of shares upon the exercise of Options, and any other matters
relating thereto shall be subject to all laws, rules and
regulations as may from time to time be applicable, including
but not limited to, any and all rules and regulations of any
stock exchange or exchanges upon which the shares of the
Corporation may be listed and all applicable federal and state
securities laws.
(c) No person shall acquire any rights as an Optionee under this
Plan unless and until a Stock Option Agreement in the form and
containing the terms specified by the Committee shall have
been duly executed on behalf of the Corporation by such
officer or officers as the Committee shall designate for such
purpose, delivered to the Optionee named therein, and executed
by the Optionee.
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(d) No person shall have any rights as a shareholder with respect
to any shares covered by an Option granted pursuant to the
Plan until the date of the issuance of a share certificate to
the Optionee for such shares.
17. Governing Law.
All rights under this Plan shall be governed by and construed in
accordance with the laws of the state of Arizona. The Plan is intended to
comply with all applicable securities laws and to meet the requirements
for Incentive Stock Options and the "performance-based" exception to
section 162(m) of the Code, and the Plan shall be construed and
interpreted in a manner that reflects such intent.
18. Execution.
The President of the Corporation has been authorized to execute this Plan
and has executed the Plan on the date indicated below.
ROCKFORD CORPORATION
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President
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Date
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