EXHIBIT 99.1
GREENWICH AIR SERVICES, INC.
1992 STOCK OPTION PLAN
1. PURPOSES
The purposes of the Greenwich Air Services, Inc. 1992 Stock Option Plan
(the "Plan") are to aid Greenwich Air Services, Inc. (the "Company") and its
subsidiaries in attracting and retaining highly capable employees and to enable
selected key employees of the Company and its subsidiaries to acquire or
increase ownership interest in the Company on a basis that will encourage them
to perform at increasing levels of effectiveness and use their best efforts to
promote the growth and profitability of the Company and its subsidiaries.
Consistent with these objectives, this Plan authorizes the granting to selected
key employees of options to acquire shares of the Company's Common Stock, par
value $.01 per share ("Common Stock"), pursuant to the terms and conditions
hereinafter set forth. As used herein the term "subsidiary" shall have the
meaning ascribed to the term "subsidiary corporation" under Section 425 of the
Internal Revenue Code of 1986, as amended (the "Code").
Options granted hereunder may be (i) "Incentive Options" (which term,
as used herein, shall mean options that are intended to be "incentive stock
options" within the meaning of Code Section 422), or (ii) "Nonqualified Options"
(which term, as used herein, shall mean options that are not intended to be
Incentive Options).
2. EFFECTIVE DATE
This Plan shall become effective on August 14, 1992 (the "Effective
Date").
3. ADMINISTRATION
(a) This Plan shall be administered by a committee (the "Committee")
consisting of two members of the Board of Directors of the Company (the "Board
of Directors"), who are selected by the Board of Directors. If, at any time,
there are less than two members of the Committee eligible to serve in such
capacity, the Board of Directors shall appoint one or more other eligible
members of the Board of Directors to serve on the Committee. All Committee
members shall serve, and may be removed, at the pleasure of the Board of
Directors. No Committee member shall be eligible to receive an option under the
Plan.
(b) A majority of the members of the Committee (but not less than
two) shall constitute a quorum, and any action taken by a majority of such
members present at any meeting at which a quorum is present, or acts approved in
writing by all such members, shall be the acts of the Committee.
(c) Subject to the other provisions of this Plan, the Committee
shall have full authority to decide the date or dates on which options
("Options") to acquire shares of Common Stock will be granted under this Plan
(the "Date of Grant"), to determine whether the Options to be granted shall be
Incentive Options or Nonqualified Options, or a combination of both, to select
the
key employees to whom the Options will be granted and to determine the number of
shares of Common Stock to be covered by each Option, the price at which such
shares may be purchased upon the exercise of such Option (the "Option Exercise
Price") and other terms and conditions of such purchase. In making those
determinations, the Committee shall solicit the recommendations of the President
and Chairman of the Board of the Company and may take into account the key
employee's present and potential contributions to the Company's business and any
other factors which the Committee may deem relevant. Subject to the other
provisions of this Plan, the Committee shall also have full authority to
interpret this Plan and any stock Option agreements evidencing Options granted
hereunder, to issue rules for administering this Plan, to change, alter, amend
or rescind such rules, and to make all other determinations necessary or
appropriate for the administration of this Plan. All determinations,
interpretations and constructions made by the Committee pursuant to this Section
3 shall be final and conclusive. No member of the Board of Directors or the
Committee shall be liable for any action, determination or omission taken or
made in good faith with respect to this Plan or any Option granted hereunder.
4. ELIGIBILITY
Subject to the provisions of Section 7 below, key employees of the
Company and its subsidiaries (including officers and directors who are
employees) shall be eligible to receive Options under this Plan; PROVIDED,
HOWEVER, that no person shall be eligible to receive an Option while serving as
a member of the Committee.
5. OPTION SHARES
(a) The shares subject to Options granted under this Plan shall be
shares of Common Stock and, except as otherwise required or permitted by
Subsection 5(b) below, the aggregate number of shares with respect to which
Options may be granted shall not exceed 300,000 shares. If an Option expires,
terminates or is otherwise surrendered, in whole or in part, the shares
allocable to the unexercised portion of such Option shall again become available
for grants of Options hereunder. As determined from time to time by the Board of
Directors, the shares available under this Plan for grants of Options may
consist either in whole or in part of authorized but unissued shares of Common
Stock or shares of Common Stock which have been reacquired by the Company or a
subsidiary following original issuance.
(b) The aggregate number of shares of Common Stock as to which
Options may be granted hereunder, as provided in Subsection 5(a) above, the
number of shares covered by each outstanding Option and the Option Exercise
Price shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split or other
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend; PROVIDED, HOWEVER, that any fractional shares
resulting from any such adjustment shall be eliminated.
(c) The aggregate fair market value, determined on the Date of Grant
(as such term is defined in Section 6(a) below), of the shares of stock with
respect to which Incentive Options are exercisable for the first time by an
Optionee (as such term as defined in Section 6 below) during
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any calendar year (under all incentive stock Option plans of the Company and its
subsidiaries) may not exceed $100,000.
6. TERMS AND CONDITIONS OF OPTIONS
The Committee may, in its discretion, grant to a key employee only
Incentive Options, only Nonqualified Options, or a combination of both, and each
Option granted shall be clearly identified as to its status. Each Option granted
pursuant to this Plan shall be evidenced by a stock Option agreement between the
Company and the key employee to whom the Option is granted (the "Optionee") in
such form or forms as the Committee, from time to time, shall prescribe, which
agreements need not be identical to each other but shall comply with and be
subject to the following terms and conditions:
(a) OPTION EXERCISE PRICE. The Option Exercise Price at which each
share of Common Stock may be purchased pursuant to an Option shall be determined
by the Committee, except that (i) the Option Exercise Price at which each share
of Common Stock may be purchased pursuant to an Incentive Option shall be not
less than 100% of the fair market value for each such share on the Date of Grant
of such incentive Option and (ii) the Option Exercise Price at which each share
of Common Stock may be purchased pursuant to a Non-Qualified Option shall not be
less than 85% of the fair market value for each share on the Date of Grant of
such Nonqualified Option. Anything Contained in this Section 6(a) to the
contrary notwithstanding, in the event that the number of shares of Common Stock
subject to any Option is adjusted pursuant to Section 5(b) above, a
corresponding adjustment shall be made in the Option Exercise Price per share.
(b) DURATION OF OPTIONS. The duration of each Option granted
hereunder shall be determined by the Committee, except that each incentive
Option granted hereunder shall expire and all rights to purchase shares of
Common Stock pursuant thereto shall cease on such date as is not later than
thirty (30) days following the fifth anniversary of the Date of Grant of the
Option (the "Expiration Date").
(c) VESTING OF OPTIONS. The vesting of each Option granted hereunder
shall be determined by the Committee. Only such vested portions of Options may
be exercised. Anything contained in this Section 6(c) to the contrary
notwithstanding, an Optionee shall become fully (100%) vested in each of his or
her Options upon his or her termination of employment with the Company or any of
its subsidiaries for reasons of death, disability or retirement. The Committee
shall, in its sole discretion, determine whether or not disability or retirement
has occurred.
(d) MERGER, CONSOLIDATION, ETC. In the event the Company shall,
pursuant to action by its Board of Directors, at any time propose to merge into,
consolidate with, or sell or otherwise transfer all or substantially all of its
assets to, another corporation and provision is not made pursuant to the terms
of such transaction for (i) the assumption by the surviving, resulting or
acquiring corporation of outstanding Options, (ii) the substitution of new
Options therefor, or (iii) the payment of cash or other consideration in respect
thereof, the Committee shall cause written
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notice of the proposed transaction to be given to each Optionee not less than 30
days prior to the anticipated effective date of the proposed transaction on a
date which the Committee shall specify in such notice, which date shall be not
less than 10 days prior to the anticipated effective date of the proposed
transaction, each Optionee's Options shall become fully (100%) vested and each
Optionee shall have the right to exercise his or her Options to purchase any or
all shares then subject to such Options. If the transaction is consummated, each
Option, to the extent not previously exercised prior to the effective date of
the transaction, shall terminate on such effective date. If the transaction is
abandoned or otherwise not consummated, then to the extent that any Option not
exercised prior to such abandonment shall have vested solely by operation of
this Section 6(d), such vesting shall be annulled and be of no further force or
effect and the vesting period set forth in Section 6(c) above shall be
reinstituted as of the date of such abandonment.
(e) EXERCISE OF OPTIONS. A person entitled to exercise an Option, or
any portion thereof, may exercise it (or such vested portion thereof), in whole
at any time, or in part from time to time, by delivering to the Company at its
principal office, directed to the attention of its President or such other duly
elected officer as shall be designated in writing by the Committee to the
Optionee, written notice specifying the number of shares of Common Stock with
respect to which the Option is being exercised, together with payment in full of
the Option Exercise Price for such shares. Such payment shall be made in cash or
by certified check or bank draft to the order of the Company; PROVIDED, HOWEVER,
that the Committee may, in its sole discretion, authorize such payment, in whole
or in part, in any other form, including payment by personal check or by the
exchange of shares of Common Stock of the Company previously acquired by the
person entitled to exercise the Option and having a fair market value on the
date of exercise equal to the price for which the shares of Common Stock may be
purchased pursuant to the Option.
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(f) NONTRANSFERABILITY. Options shall not be transferable other than
by will or the laws of descent and distribution and no Option may be exercised
by anyone other than the Optionee; PROVIDED, HOWEVER, that if the Optionee dies
or becomes incapacitated, the Option may be exercised by his or her estate,
legal representative or beneficiary, as the case may be, subject to all other
terms and conditions contained in this Plan.
(g) TERMINATION OF EMPLOYMENT. The following rules shall apply in
the event of an Optionee's termination of employment with the Company or any of
its subsidiaries:
(i) In the event of an Optionee's termination of Employment with
the Company or any of its subsidiaries either (1) by the Company
or any of its subsidiaries for Cause (as defined in any relevant
employment agreement to which Optionee is a party) or for fraud,
dishonesty, habitual drunkenness or drug use, or willful
disregard of assigned duties by such Optionee in the absence of
such an agreement, or (2) by the Optionee voluntarily otherwise
than at the end of an employment term under a relevant
employment agreement to which Optionee is a party and without
the written consent of the Company, then the Option shall
immediately terminate.
(ii) In the event of the Optionee's termination of employment with
the company or any of its subsidiaries for reason of retirement
or under circumstances other than those specified in subsection
(g) (i) immediately above, and for reasons other than death or
disability, the Option shall terminate three months after the
date of such termination of employment or on the Expiration
Date, whichever shall first occur; PROVIDED, however, that if
the Optionee dies within such 3-month period, the time period
set forth in subsection (g)(iii) immediately below shall apply.
(iii) In the event of the death or disability, of the Optionee
while the Optionee is employed by the Company or any of its
subsidiaries, the Option shall terminate on the first
anniversary of the Optionee's date of termination of employment,
or on the Expiration Date, whichever shall first occur.
(iv) Anything contained in this Section 6 to the contrary
notwithstanding, the Option may only be exercised following the
Optionee's termination of employment with the Company or any of
its subsidiaries for reasons other than death, disability or
retirement if, and to the extent that, the Option was
exercisable immediately prior to such termination of employment.
(v) The Optionee's transfer of employment between the Company and
any of its subsidiaries or between subsidiaries shall not
constitute a termination of employment and the Committee shall
determine in each case whether an authorized leave of absence
for military service or otherwise shall constitute a termination
of employment.
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(vi) Termination of the Optionee's employment shall not affect the
vesting schedule of the Optionee's Option.
(h) No Rights as Stockholder or to Continued Employment. No Optionee
shall have any rights as a stockholder of the Company with respect to any shares
covered by an Option prior to the date of issuance to such Optionee of the
certificate or certificates for such shares, and neither this Plan nor any
Option granted hereunder shall confer upon an Optionee any right to continuance
of employment by the Company or any of its subsidiaries or interferes in any way
with the right of the Company or of its subsidiaries to terminate the employment
of such Optionee.
(i) Each stock Option agreement shall specify whether the Options
granted thereunder are Incentive Options, Nonqualified Options, or a combination
of both.
7. TEN PERCENT STOCKHOLDERS
The Committee shall not grant an Incentive Option to an individual
who owns, at the time such Incentive Option is granted (directly or by
attribution pursuant to Section 425(d) of the Code), shares of capital stock of
the Company possessing more than 10% of the voting power of all classes of
capital stock of the Company unless, at the time such Incentive Option is
granted, the price at which each share of Common Stock may be purchased pursuant
to the Incentive Option is at least 110% of the fair market value of each such
share on the Date of Grant and such Incentive Option, by its terms, is not
exercisable after the expiration of five years from the Date of Grant.
8. ISSUANCE OF SHARES; RESTRICTIONS
(a) Subject to the conditions and restrictions provided in this
Section 8, the Company shall, within 20 business days after an Option has been
duly exercised in whole or in part, deliver to the person who exercised the
Option one or more certificates, registered in the name of such person, for the
number of shares of Common Stock with respect to which the Option has been
exercised. The Company may legend any stock certificate issued hereunder to
reflect any restrictions provided for in this Section 8.
(b) Unless the shares subject to Options granted under the
Plan have been registered under the Securities Act of 1933, as amended (the
"Act") (and, in the case of any Optionee who may be deemed an "affiliate" of the
Company as such term is defined in Rule 405 under the Act, such shares have been
registered under the Act for resale by the Optionee), or the Company has
determined that an exemption from registration under the Act is available, the
company may require prior to and as a condition of the issuance of any shares of
Common Stock, that the person exercising an Option hereunder (i) sign such
agreements with respect thereto as the company may require in any Option
Agreement by and between the Company and the Optionee, and (ii) furnish the
Company with a written representation in a form prescribed by the Committee to
the effect that such person is acquiring such shares solely with a view to
investment for his or her own account and not with a view to the resale or
distribution of all or any part thereof, and that such person will not dispose
of any of such shares otherwise than in accordance with the provisions of Rule
144 under
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the Act unless and until either the distribution of such shares is registered
under the Act or the Company is satisfied that an exemption from such
registration is available.
(c) Anything contained herein to the contrary notwithstanding,
the Company shall not be obliged to sell or issue any shares of Common Stock
pursuant to the exercise of an Option granted hereunder unless and until the
Company is satisfied that such sale or issuance complies with-all applicable
provisions of the Act and all other laws or regulations by which the Company is
bound or to which the Company or such shares are subject.
9. SUBSTITUTE OPTIONS
Anything contained herein to the contrary notwithstanding, Options may,
at the discretion of the Board of Directors, be granted under this Plan in
substitution for Options to purchase shares of capital stock of another
corporation which is merged into, consolidated with, or all or a substantial
portion of the property or stock of which is acquired by, the Company or a
subsidiary. The terms, provisions and benefits to Optionees of such substitute
Options shall in all respects be identical to the terms, provisions and benefits
to Optionees of the Options of the other corporation on the date of
substitution, except that such substitute Options shall provide for the purchase
of shares of Common Stock of the Company instead of shares of such either
corporation.
10. TERM OF THE PLAN
Unless the plan has been sooner terminated pursuant to Section 11
below, this Plan shall terminate on, and no Options shall be granted after, the
tenth anniversary of the Effective Date. The provisions of this Plan, however,
shall continue thereafter to govern all Options theretofore granted, until the
exercise, expiration or cancellation of such Options.
11. AMENDMENT AND TERMINATION OF PLAN
The Board of Directors at any time may terminate this Plan or amend it
from time to time in such respects as it deems desirable; PROVIDED, HOWEVER,
that, without the further approval of the stockholders of the Company in the
Section 2 hereof, no amendment shall (i) increase the maximum aggregate number
of shares of Common Stock with respect to which Options may be granted under
this Plan, or (ii) change the eligibility provisions of Section 4 hereof; and
provided, further, that, subject to the provisions of Section 6 hereof, no
termination of or amendment hereto shall adversely affect the rights of an
Optionee or other person holding an Option theretofore granted hereunder without
the consent of such Optionee or other person, as the case may be.
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