Exhibit 10.43
2000 Declaration of Amendment to
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1996 Stock Option Plan
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THIS 2000 DECLARATION OF AMENDMENT, made this 15th day of October, 2000, by
Charles & Colvard, Ltd., formerly C3, Inc., a North Carolina corporation (the
"Corporation"), to the 1996 Stock Option Plan of C3, Inc., as amended (the
"Plan");
R E C I T A L S:
WHEREAS, it is deemed advisable to amend the Plan to extend the term of options
granted under the Plan to the extent that a participant continues in service to
the Corporation as an employee, director or independent contractor, without
regard to a change in status from employee to service provider, in order to
encourage such participants to continue in the service of the Corporation, and
thus to promote the best interests of the Corporation and its shareholders; and
WHEREAS, the Corporation desires to evidence such amendments by this Declaration
of Amendment;
NOW, THEREFORE, IT IS DECLARED that, effective as of the date hereof, the Plan
shall be and hereby is amended as follows:
1. Amendment to Paragraphs 7(c) and 7(d). Paragraphs 7(c) and 7(d) of
the Plan are hereby amended by deleting Paragraphs 7(c) and 7(d) and inserting
the following in lieu thereof:
"(c) Unless an individual agreement provides otherwise, no option
granted to an optionee who was an employee at the time of grant shall
be exercised unless the optionee is, at the time of exercise, an
employee of or in service as described in Paragraph 5(a), and has been
an employee or in service continuously since the date the Option was
granted, subject to the following:
(i) An option shall not be affected by any change in the
terms, conditions or status of the optionee's employment or
service, provided that the optionee continues to be an employee
of, or in service to, the Corporation or a related corporation.
(ii) The employment or service relationship of an optionee
shall be treated as continuing intact for any period that the
optionee is on military or sick leave or other bona fide leave of
absence, provided that the period of such leave does not exceed
ninety days, or, if longer, as long as the optionee's right to
reemployment or service is guaranteed either by statute or by
contract. The employment or service relationship of an optionee
shall also be treated as continuing intact while the optionee is
not in active service because of disability. For purposes of this
Paragraph 7(c)(ii), "disability" shall mean the inability of the
optionee to engage in any substantial gainful activity by reason
of any medically determinable
physical or mental impairment which can be expected to result in
death, or which has lasted or can be expected to last for a
continuous period of not less than twelve months. The Board shall
determine whether an optionee is disabled within the meaning of
this paragraph.
(iii) If the employment or service of an optionee is
terminated because of disability within the meaning of
subparagraph (ii), or if the optionee dies while he is an employee
or in service or dies after the termination of his employment or
service because of disability, the option may be exercised only to
the extent exercisable on the date of the optionee's termination
of employment or service or death while employed or in service
(the "termination date"), except that the Board may in its
discretion accelerate the date for exercising all or any part of
the option which was not otherwise exercisable on the termination
date. The option must be exercised, if at all, prior to the first
to occur of the following, whichever shall be applicable: (A) the
close of the period of twelve months next succeeding the
termination date (or such other period as may be determined by the
Board); or (B) the close of the option period. In the event of the
optionee's death, such option shall be exercisable by such person
or persons as shall have acquired the right to exercise the option
by will or by the laws of intestate succession.
(iv) If the employment or service of the optionee is
terminated for any reason other than disability (as defined in
subparagraph (ii)) or death, his option may be exercised to the
extent exercisable on the date of such termination of employment
or service, except that the Board may in its discretion accelerate
the date for exercising all or any part of the option which was
not otherwise exercisable on such termination date. The option
must be exercised, if at all, prior to the first to occur of the
following, whichever shall be applicable: (A) the close of the
period of 90 days next succeeding the termination date (or such
other period as may be determined by the Board); or (B) the close
of the option period. If the optionee dies following such
termination of employment or service and prior to the earlier of
the dates specified in (A) or (B) of this subparagraph (iv), the
optionee shall be treated as having died while employed under
subparagraph (iii) immediately preceding (treating for this
purpose the optionee's date of termination of employment or
service as the termination date). In the event of the optionee's
death, such option shall be exercisable by such person or persons
as shall have acquired the right to exercise the option by will or
by the laws of intestate succession.
(v) Notwithstanding the foregoing, the Board shall have
authority, in its discretion, to extend the period during which an
option may be exercised.
(d) Unless an individual option agreement provides
otherwise, an option granted to an optionee who was an independent
contractor or a non-
employee member of the Board (a "director") at the time of grant
may be exercised only to the extent exercisable on the date of the
optionee's termination of service or employment to the Corporation
or a related corporation, and must be exercised, if at all, prior
to the first to occur of the following, as applicable: (A) the
close of the period of 90 days next succeeding the termination
date (or such other period as may be determined by the Board), or
(B) the close of the option period; provided, however, that if the
individual's service or employment is terminated because of death,
the option shall be exercisable by such person or persons who
shall have acquired the right to exercise the option by will or
the laws of intestate succession, and such option shall be
exercisable at any time prior to the earlier of: (A) the close of
the period ending twelve months after the death of the director
(or such other period as may be determined by the Board), or (B)
the close of the option period. Notwithstanding the foregoing, the
Board may in its discretion accelerate the date for exercising all
or any part of an option which was not otherwise exercisable on
the termination date or extend the period during which an option
may be exercised, or both."
2. Continued Effect. Except as set forth herein, the Plan shall
remain in full force and effect.
IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of
Charles & Colvard, Ltd., as the day and year first above written.
CHARLES & COLVARD, LTD.
By: /s/Robert S. Thomas
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Name: Robert S. Thomas
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Title: President & CEO
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ATTEST:
/s/Earl R. Hines
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Secretary
[Corporate Seal]