PEOPLES TELEPHONE COMPANY
1987 NON-QUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this Non-Qualified Stock Option Plan (the
"Plan") is to further the best interests of PEOPLES TELEPHONE COMPANY and its
subsidiaries (the "Company") by encouraging directors, officers and employees of
the Company to acquire a proprietary stake in the Company and its future growth.
It is the view of the Company that it may achieve this goal by granting stock
options.
2. Option Shares. 150,000 shares of the Common Stock of the Company, par
value $.01 per share (the "Stock"), are hereby reserved for issuance upon the
exercise of the stock options granted under the Plan (the "Options"). The Stock
may be issued pursuant to such Options either from the Company's authorized but
unissued Stock or from the Company's issued but not outstanding Stock (treasury
stock). Should any Options granted hereunder not be exercised in the time
allowed for such exercise, the shares of Stock relating to such lapsed Options
shall be available for issuance pursuant to Options subsequently granted under
the Plan.
3. Administration of this Plan. This Plan shall be administered by a
committee of the Board of Directors of the Company (the "Committee"). The
Committee may exercise any and all of the powers and functions of the Company's
Board of Directors pursuant to this Plan as described herein.
Subject to the provisions of the Plan, the Committee shall have
authority to (i) adopt, amend and rescind its rules, regulations and procedures
as it deems advisable in the administration of the Plan, (ii) construe and
interpret the Plan and (iii) the administration of the Plan. All decisions,
determinations and interpretations of the Committee shall be final, conclusive
and binding on all persons holding an Option granted pursuant to the Plan
("Optionees").
Neither the Committee nor any member thereof shall be liable for any
action or determination take or made in good faith with respect to the Plan or
any Option granted thereunder.
4. Eligibility. All directors, officers and employees of the Company
designated by the Committee shall be eligible to receive Options under the Plan.
5. Grant of Options. In making its selection of those eligible to
receive Options and determining the number of shares to be granted pursuant to
each Option, the Committee may consider any factors that it may, in its sole
discretion, deem relevant. Each grant of an Option pursuant to this Plan shall
be made within ten (10) years from the date of adoption of this Plan by the
Company's Board of Directors (the "Adoption Date"). Each grant of an Option
pursuant to this Plan shall be made upon such terms and conditions as may be
determined by the Committee at the time of grant, subject to the terms,
conditions and limitation set forth in this Plan.
6. Option Price. The purchase price per share of Stock placed under an
Option pursuant to this Plan (the "Option Price") shall be determined by the
Committee, but in no event may such price be below the fair market value of such
Stock on the business day immediately preceding the date of the grant. The
Committee shall determine or adopt rules to determine such fair market value.
7. Duration of Option. An Option granted hereunder shall be effective
(hereinafter called the "Option Period") upon the date it is granted, and shall
continue until the later of (i) a date set by the Committee at the time of grant
or (ii) ten years after the date of grant. In addition, and in limitation of
the above, the Option Period of any Option shall terminate 30 days after the
termination of the Optionee's employment by the Company for any reason, except
the death or disability of the Optionee. In the event of the termination of
employment due to the death or disability o the Optionee, the Option Period of
the Option held by him upon the date of such termination shall terminate upon
the earlier of (a) six months after the date of the Optionee's death or
termination due to disability, as the case may be, or (b) the date of
termination of such Option determined by the first sentence of this Section. In
the event of termination of an Optionee's employment due to the death of the
Optionee, such Optionee's Options may be exercised during such six month period
by his estate or by the person who acquired the right to exercise such Options
through bequest or inheritance.
8. Nontransferability of Options. No Option granted pursuant to this
Plan may be transferred by any Optionee otherwise than by will or by the laws of
descent and distribution; further, during the lifetime of any Optionee, Options
granted hereunder may be exercised only by such Optionee.
9. Termination of the Plan. This Plan shall terminate upon the close of
business ten (10) years from the Adoption Date unless it shall gave been sooner
terminated by reason of there having been granted and fully exercised Options
covering the entire 150,000 shares of Stock subject to this Plan. Upon such
termination, no further Options may be granted hereunder. If, after termination
of this Plan as provided above, there are outstanding Options which have not
been fully exercised, such Options shall remain in effect in accordance with
their terms and shall remain subject to the terms of this Plan.
10. Exercise of Options. An Option granted pursuant to this Plan shall be
exercisable at any time within the Option Period, subject to the terms and
conditions of such Option. Exercise of any Option shall be made by the
delivery, during the period that such Option shall be made by the delivery,
during the period that such Option is exercisable, to the Company, in person or
by mail, of (i) written notice from the Optionee and (ii) the payment of the
aggregate purchase price of all shares as to which such Option is then exercised
and the payment of any required federal income tax withholding. Such aggregate
purchase price shall be paid to the Company in cash, Stock or any other class of
equity securities of the Company (such Stock and other class of equity
securities of the Company are hereinafter collectively referred to as the
"Company Stock"), or in a combination of cash or Company Stock at the time of
exercise.
There may not, however, be any payment by an Optionee of the exercise
price in
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whole or in part with shares of Company Stock at a time when the Company is
Insolvent (as hereinafter defined) or when such payment would make the Company
Insolvent, or as such payment may otherwise be prohibited by any applicable
state or Federal statute, rule or regulation, or any rule or regulation of any
stock exchange upon which Company Stock is traded, or if Company Stock is traded
on a recognized stock quotation service, which may be the National Association
of Securities Dealers Automated Quotations System ("NASDAQ"), any rule or
regulation of NASDAQ. For purposes of this Plan, "Insolvent" shall mean the
inability of the Company to pay it debts as they become due in the usual course
of its business. Company Stock utilized in full or partial payment of the
exercise price shall be valued at fair market value on the date of exercise of
the Option. The Committee shall determine or enact rules to determine the fair
market value of any Company Stock.
Notwithstanding anything to the contrary contained herein, no written
notice shall be effective under this Section 10 unless it requests the exercise
of Options for one hundred (100) shares or an integral multiple thereof; except
to the extent necessary to make full exercise of the Options in the event that
only an odd lot remains. Upon the exercise of an Option in compliance with the
provisions of this Section, and upon the receipt by the Company of the payment
for the Stock so taken up, the Company shall (i) deliver or cause to be
delivered to the Optionee so exercising his Option a certificate or certificates
for the number of shares of Stock with respect to which the Option is so
exercised any payment is so made, and (ii( register or cause such shares to be
registered in the name of the exercising Optionee.
The Committee may impose additional conditions upon the right of an
Optionee to exercise an Option granted hereunder if such conditions are not
inconsistent with the terms of this Plan.
Upon exercise of an Option, the Committee may permit the issuance of
Stock prior to its full payment if satisfactory arrangements are made for its
prompt sale and for an escrow or similar arrangement with a financial
institution or brokerage house for payment to the Company of the full purchase
price of the Option.
11. Stock Appreciation Rights.
(a) The Committee, in its discretion, may at the time of exercise of
an Option, in conjunction with all or part of any Option granted under the Plan,
permit an Optionee to exercise the Option in an alternative manner based on the
appreciated value of the common stock subject to the Option (hereinafter
referred to as a "Stock Appreciation Right"); provided, however, that the final
Committee approval is needed in order to exercise a Stock Appreciation Right.
(b) Upon the exercise of a Stock Appreciation Right, an Optionee
shall be entitled to receive, at the option of the Committee, either (i) cash
equal to the "current value of the option" or (ii) the number of shares equal to
the "current value of the option" divided by the fair market value of one share
of stock on the date of exercise over the option price per share specified in
the related option, multiplied by the number of shares with respect to which the
Stock Appreciation Rights are
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being exercised. The fair market value of the stock shall be deemed to be the
closing price of the Company's common stock reported in the Over-the-Counter
market or, in the event no sale of the Company's stock shall have been reported
on that day, the closing price for the Company's stock on the next preceding day
when such stock as determined by the Committee in its discretion. The date of
exercise shall be deemed to be the day the Secretary of the Company receives
written notice to exercise the Option.
(c) The Optionee may express his desire to exercise his Option in the
form of Stock Appreciation Rights by his delivering written notice of exercise
to the Secretary of the Company stating such desire. Upon the Secretary's
receipt of the notice of exercise, the Committee shall have thirty (30) days to
mail to the Optionee its written approval or disapproval of the exercise of the
Stock Appreciation Right. The Committee's decision to approve or disapprove the
exercise shall be final and binding upon all concerned. In the event the
Committee's written decision on the exercise if not mailed to the Optionee
within thirty (30) days after delivery to the Secretary of the notice of
exercise, the Optionee shall be entitled to receive the number of shares
determined pursuant to Section 11(b) hereof. In the event the Committee
disapproves the exercise of the Stock Appreciation Right, the Optionee shall
have all rights pursuant to this Plan with respect to the exercisable shares as
if the Optionee had not exercised the Stock Appreciation Right.
In the event the term of the Option has lapsed during the Committee's
thirty (30) day review period described in this Section 11(c) and the Committee
disapproves the exercise of the Stock Appreciation Right, the Optionee shall be
entitled to an additional thirty (30) day period, beginning from the date he
receives notice of the Committee's disapproval, within which to purchase the
shares related to the disapproved Stock Appreciation Right by paying the Option
Price of such shares to the Company; provided, however, the thirty (30) day
period shall not extend beyond the period specified in Section 7 hereof.
(d) Upon the exercise and Committee approval of Stock Appreciation
Rights, the Option or part thereof to which such Stock Appreciation Rights is
related shall be deemed to have been exercised for the purpose of the limitation
of the number of shares of common stock to be issued under the Plan as set forth
in Section 2 hereof and for purposes of the limitation of the number of shares
of common stock to be issued under the Plan as set forth in Section 2 hereof and
for purposes of the limitation of the number of shares of common stock to be
issued pursuant to that Option.
12. Controlling Terms. Options granted pursuant hereto may include
conditions that are more (but not less) restrictive to the Optionee than the
conditions contained herein and, in such event, the more restrictive conditions
shall apply.
13. Purchase of Stock for Investment. Unless the Options and shares
covered by the Plan have been registered under the Securities Act 1933, as
amended (the "Securities Act"), pursuant to a registration statement filed with
the Securities and Exchange Commission and any other applicable regulatory
agency, or the Company has determined that such registration is unnecessary,
each Optionee exercising an Option under the Plan may be required by the Company
(i) to give a
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representation in writing that such shares are being acquired for the Optionee's
own account and not for the account or beneficial interest of any other person
or entity, and that such shares of Stock shall be acquired for the Optionee's
own investment and not with a view to or for resale in connection with the
distribution of al or any part thereof; (ii) to represent and acknowledge that
he is a sophisticated investor by virtue of his education, learning and other
investments and that he is knowledgeable and experienced in business and
financial matters and with respect to the business of the Company, in
particular; (iii) to represent and acknowledge that he has been furnished or has
otherwise obtained all information necessary to enable him to evaluate the
merits and risks of an investment in the shares of Stock and that he has had
access to any and all information he desires to enable him to evaluate the risks
and merits of an investment in the shares of Stock; and (iv) to covenant and
agree to restrictions governing the time and circumstances of disposition of the
shares of Stock being acquired by such exercise. In the event that the Company
requires any such representation or covenant, any shares of Stock so acquired
will bear an appropriate legend to signify the restrictions on such shares under
the applicable securities laws and that "stop-transfer" instructions will be
given to eh Company's registrar and transfer agent. To the extent necessary to
comply with the securities laws, regulations or orders of the Untied States or
any state, the Committee may, as a condition precedent to the exercise of an
Option, require the Optionee (or the legal representatives, legatees or
distributees, in the event of the Optionee's death or disability) to covenant
and agree to any other restrictions which the Committee believes to be necessary
or advisable to comply with any such laws, regulations or orders, including but
not limited to restrictions governing the time and circumstances of disposition
of the shares being acquired by exercise of such Option.
14. Requirements of Law. If any law, regulation or order of the Untied
States Securities and Exchange Commission, or of any other commission or agency
having jurisdiction, shall require the Company or the exercising Optionee to
take any action with respect to the shares of Stock acquired by the exercise of
an Option, then the date upon which the Company shall deliver or cause to be
delivered the certificate or certificates for the shares of Stock shall be
postponed until full compliance has been made with all such requirements of law
or regulation. Further, in the event that the Company shall determine that, in
compliance with the Securities Act or any other applicable statute or
regulation, it is necessary to register any of the shares of Stock with respect
to which an exercise of an Option has been made, or to qualify any such shares
for exemption from any of the requirements of the Securities Act or such other
applicable statute or regulations, then the Company shall take such action at
its own expense, but not until such an action has been completed shall the
Option shares be delivered to the exercising Optionee. Further, in the event
that the time of exercise of the Option the shares of Stock shall be listed on
any stock exchange, then if required by law or the exchange to do so, the
Company shall register the Option shares of Stock with respect to which exercise
is so made in accordance with the provisions of the Securities Act, any other
applicable law or regulation or any rules or regulations of any such exchange,
and the Company shall make prompt application for the listing of Option shares
on such exchange at the expense of the Company.
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15. No Exchange Act Registration Obligation. Notwithstanding any other
provision contained herein, the Company shall have no obligation to be
registered under the Securities and Exchange Act of 1934 (the "Exchange Act"),
to continue any such registration or to be current in this reporting obligations
under the Exchange Act.
16. No Rights Conferred upon Granting of Options. The Optionee shall not
have any rights as a shareholder of the Company with respect to any shares of
Stock prior to the date of issuance to the Optionee of the certificate or
certificates for such shares. Neither the Plan nor the Option confer on the
Optionee any right to be employed by the Company.
17. Adjustments. In the event of any reorganization, merger,
consolidation, acquisition, separation, recapitalization, split-up, combination,
exchange of shares or stock dividend of the Stock or shares convertible into the
Stock or similar corporate action, the number and class of shares of Stock
available pursuant to this Plan and any Options granted pursuant to this Plan,
together with the Option Prices, shall be adjusted by appropriate modifications
in this Plan and in any Options outstanding pursuant to this Plan. Any such
adjustment to the Plan or to Options or Option Prices shall be made by notice of
the Company's Board of Directors, whose determination shall be conclusive.
18. Amendment or Discontinuance of this Plan. The Company's Board of
Directors may amend, suspend or discontinue that Plan at any time without
restriction; provided, however, that such Board may not alter or amend or
discontinue or revoke or otherwise impair any outstanding Options that have been
granted pursuant tot this Plan and remain unexercised, except as provided in
Section 16 above, or except in the event that there is secured the written
consent of the holder of the outstanding Option proposed to be so altered or
amended. Nothing contained in this Section, however, shall in any way extend
the Option Period of any outstanding Option by an amendment, suspension or
discontinuance of the Plan.
In addition, notwithstanding any other provision in the Plan, in the
event of a change in any Federal or state law or regulation which would make the
exercise of all or part of an existing Option unlawful or subject the Company to
a penalty, the Company's Board of Directors may restrict such exercise without
the consent of the Optionee or other holder thereof in order to comply with such
law or regulation or to avoid such penalty.
19. Liquidation of the Company. In the event of the complete liquidation
or dissolution of the Company, other than as an incident to a merger,
reorganization or other adjustment referred to in Section 16 above, any Options
granted pursuant to this Plan and remaining unexercised shall be deemed
cancelled without regard to or without being limited by any other provisions of
this Plan.
20. Unsecured Obligation. Optionees shall not have any interest in any
fund or special asset of the Company by reason of the Plan. No trust fund shall
be created in connection with the Plan or any award thereunder, and there shall
be no required funding of amounts which may become payable to any Optionee.
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21. Governing Law. The Plan shall be governed by, construed and enforced
in accordance with the laws of the State of Florida.
22. Compliance with Rule 16b-3. It is the intent of the Committee that
all Options granted hereunder comply with the applicable provision of Rule 16b-3
of the Securities and Exchange Commission as presently in effect and as amended
from time to time. Therefore, this Plan may be amended in any manner deemed by
the Committee necessary or desirable to meet any provision or condition of Rule
16-3. Additionally, the Committee shall grant all Options in such a manner as
to comply with the applicable requirements of Rule 16b-3.
23. Approval. This Plan shall be adopted by the Company's Board of
Directors and approved by a majority of the shareholders of the Company.
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PEOPLES TELEPHONE COMPANY, INC.
1987 NON-QUALIFIED STOCK OPTION PLAN
FIRST AMENDMENT TO PLAN
The Peoples Telephone Company, Inc. 1987 Non-Qualified Stock Option Plan
(the "Plan") is hereby amended as follows:
1. The first sentence of Section 2 of the Plan is amended to read:
"350,000 shares of the Common Stock of the Company, par value
$.01 per share (the "Stock"), are hereby reserved for issuance upon
the exercise of stock options granted under the Plan (the "Options")."
PEOPLES TELEPHONE COMPANY, INC.
1987 NON-QUALIFIED STOCK OPTION PLAN
SECOND AMENDMENT TO PLAN
The Peoples Telephone Company, Inc. 1987 Non-Qualified Stock Option Plan
(the "Plan") is hereby amended as follows:
1. The first sentence of Section 2 of the Plan is amended to read:
"700,000 shares of the Common Stock of the Company, par value
$.01 per share (the "Stock"), are hereby reserved for issuance upon
the exercise of stock options granted under the Plan (the "Options")."
PROPOSED
PEOPLES TELEPHONE COMPANY, INC.
1987 NON-QUALIFIED STOCK OPTION PLAN
THIRD AMENDMENT TO PLAN
The Peoples Telephone Company, Inc. 1987 Non-Qualified Stock Option Plan
(the "Plan") is hereby amended as follows:
1. The first sentence of Section 2 of the Plan is amended to read:
"1,200,000 shares of the Common Stock of the Company, par value
$.01 per share (the "Stock"), are hereby reserved for issuance upon
the exercise of stock options granted under the Plan (the "Options")."
PROPOSED
PEOPLES TELEPHONE COMPANY, INC.
1987 NON-QUALIFIED STOCK OPTION PLAN
FOURTH AMENDMENT TO PLAN
The Peoples Telephone Company, Inc. 1987 Non-Qualified Stock Option Plan
(the "Plan") is hereby proposed as follows:
1. The first sentence of Section 2 of the Plan is proposed to read:
"1,400,000 shares of the Common Stock of the Company, par value
$.01 per share (the "Stock"), are hereby reserved for issuance upon
the exercise of stock options granted under the Plan (the "Options")."