Adopted August 30, 1995
As Amended September 21,
1995 and July 18, 1996 and
February 6, 1997
20/20 LASER CENTERS, INC.
1995 STOCK OPTION PLAN
20/20 LASER CENTERS, INC.
1995 STOCK OPTION PLAN
1. Purpose of the Plan.
The purpose of the 1995 Stock Option Plan (the "Plan") of 20/20 Laser
Centers, Inc. (the "Corporation") is to give the Corporation a significant
advantage in attracting, retaining and motivating key employees, directors
and advisers and to provide the Corporation, and its Subsidiaries and
Unincorporated Affiliates with the ability to provide incentives more
directly linked to the profitability of the Corporation's businesses and
increases in stockholder value.
2. Definitions.
A. "Adviser" means any special adviser to the Corporation who is
designated as such by the Board for purposes of this Plan.
B. "Board" means the Board of Directors of the Corporation.
C. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.
D. "Committee" means the committee provided for in Section 4 to
administer the Plan.
E. "Common Stock" means the common shares, $0.01 par value per share,
of the Corporation.
F. "Corporation" means 20/20 Laser Centers, Inc., a Maryland
corporation.
G. "Date of Grant" means the date on which an Option granted.
H. "Director" means a member of the Corporation's Board of Directors.
I. "Fair Market Value" shall mean, with respect to a share of Common
Stock, the current price per share of Common Stock as determined by
the Board of Directors in good faith on a fully diluted basis. With
respect to the determination of the price per share of Common Stock,
if the Common Stock is currently being offered for sale to
investors, the Board shall take into account the current per share
price offered to investors, as adjusted
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for any premiums paid or discounts received by an investor
attributable to the investor's acquisition of a block of Common
Stock or other securities of the Corporation or any other
consideration to be paid or received by the Corporation in
connection with such stock offering. "Fully diluted" as used herein
shall mean the total number of shares of Common Stock outstanding
and shall treat all shares subject to outstanding warrant or option
agreements and all shares of restricted stock as outstanding and all
securities convertible into Common Stock as if fully converted.
Notwithstanding the above provision, if the Common Stock is traded
on a national market or on an established stock exchange as of the
date of determination, the Fair Market Value shall be the closing
price of the Common Stock on such market or exchange, as applicable.
J. "Incentive Stock Option" means an Option qualifying for special tax
treatment under Section 422 of the Code.
K. "Key Employee" means any employee, including employees who are also
officers or directors, but not including directors who are not also
employees, of the Corporation, a Parent Corporation, Subsidiary
Corporation or Unincorporated Affiliate who have substantial
responsibility in the direction and management of the Corporation, a
Parent Corporation, Subsidiary Corporation or Unincorporated
Affiliate as determined by the Committee.
L. "Non-employee Director" means a Director who is neither an officer
nor an employee of the Corporation, Parent Corporation or any
Subsidiary Corporation.
M. "Nonqualified Stock Option" means an Option that is not an Incentive
Stock Option.
N. "Option" means an Incentive Stock Option or a Nonqualified Stock
Option granted under this Plan.
O. "Parent Corporation" has the same meaning used in Section 424(e) of
the Code.
P. "Plan" means the 20/20 Laser Centers, Inc. 1995 Stock Option Plan as
set forth herein, which may be amended from time to time.
Q. "Subsidiary" or "Subsidiary Corporation" has the same meaning used
in Section 424(f) of the Code.
R. "Unincorporated Affiliate" means any entity that would qualify as a
Subsidiary Corporation but for the fact that the entity is not
incorporated.
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S. In addition, certain other terms used herein have definitions given
to them in the first place in which they are used.
3. Shares of Common Stock Subject to the Plan.
A. Subject to the provisions of Section 9 of the Plan, the aggregate
number of authorized but unissued shares of Common Stock that may be
issued pursuant to Options granted under the Plan will not exceed
one million (1,000,000) shares. Shares that by reason of expiration
or cancellation of an Option or that are otherwise no longer subject
to purchase pursuant to an Option granted under the Plan may again
be available for issuance pursuant to Options under the Plan.
B. Upon the exercise of an Option, the Corporation may issue new shares
or reissue shares of Common Stock previously repurchased by or on
behalf of the Corporation.
4. Administration of the Plan.
The Plan will be administered by the Committee. The Board shall be the
Committee unless the Board appoints a committee of three (3) or more Directors
to serve as such. Grants of Nonqualified Stock Options and Incentive Stock
Options to Key Employees will be made in the discretion of the Committee. All
questions of interpretation of the Plan or of any Options granted under it will
be determined by the Committee and such determination will be final and binding
upon all persons having an interest in the Plan.
Any or all powers and discretion vested in the Board under this Plan may
be exercised by the Committee or any other subcommittee so authorized by the
Board.
Among other things, the Committee shall have the authority, subject to the
terms of the Plan:
A. to select the eligible Key Employees to whom awards may from time to
time be granted;
B. to determine whether and to what extent Incentive Stock Options and
Nonqualified Stock Options or any combination thereof are to be
granted hereunder;
C. to determine the number of shares of Common Stock to be covered by
each award granted hereunder;
D. to determine the terms and conditions of any award granted hereunder
(including, but not limited to, subject to Section 6, the option
price, any
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vesting restrictions or limitations and any vesting acceleration or
forfeiture waiver regarding any award and the shares of Common Stock
relating thereto, based on such factors as the Committee shall
determine); and
E. to modify, amend or adjust the terms and conditions of any Option,
at any time or from time to time, including, but not limited to,
with respect to performance goals and measurements applicable to
performance-based awards pursuant to the terms of the Plan.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreement relating thereto),
and to otherwise supervise the administration of the Plan.
The Committee and the Board may act with respect to the Plan only by a
majority of the respective members then in office, except that the members
thereof may authorize any one or more of their number or any officer of the
Corporation to execute and deliver documents with respect to the Plan on behalf
of the Committee or the Board, respectively.
Any determination made by the Committee, the Board or pursuant to
delegated authority under the Plan with respect to any award shall be made in
the sole discretion of that body at the time of the grant of the award or,
unless in contravention of any express term of the Plan, at any time thereafter.
All decisions made by the Committee or the Board pursuant to the
provisions of the Plan shall be final and binding on all persons, including the
Corporation and Plan participants.
5. Eligibility.
Advisers, Directors and Key Employees of the Corporation, the Parent
Company, a Subsidiary Corporation or an Unincorporated Affiliate will be
eligible to participate in the Plan. Advisers and Non-employee Directors of the
Corporation, a Parent Corporation and any Subsidiary Corporations and Key
Employees of Unincorporated Affiliates will be eligible to receive only
Nonqualified Stock Options under the Plan. Notwithstanding the foregoing, in no
event will any options be granted under this Plan to Gary Jonas, Norman
Understein, Charles Citrin, Stephen Goldstein, or any affiliates of any of the
foregoing.
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6. Terms and Conditions of Options.
Options granted under the Plan may be of two types: Incentive Stock
Options and Nonqualified Stock Options.
Each Option granted under this Plan will be evidenced by an Option
agreement between the Corporation and the recipient which sets forth the
exercise price of the Option, the vesting schedule (if any) of the Option, the
expiration date of the Option, and any other terms or conditions approved by the
Committee subject to the following terms and conditions:
7. Types of Options.
(1) Nonqualified Stock Option. A Nonqualified Stock Option may be
granted to an Adviser, a Non-employee Director and a Key
Employee in the discretion of the Committee. The option
exercise price per share for the shares subject to a
Nonqualified Stock Option shall be determined by the
Committee. The option price of a Nonqualified Stock Option may
be less than 100% of the Fair Market Value of the Common Stock
on the Date of Grant but may not be less than the par value of
the Common Stock.
(2) Incentive Stock Option. An Incentive Stock Option intended to
qualify for special tax treatment under Section 422 of the
Code may be granted to a Key Employee of the Corporation, a
Parent Corporation or a Subsidiary Corporation in the
discretion of the Committee. A Key Employee of an
Unincorporated Affiliate is not eligible to receive an
Incentive Stock Option.
a) No Incentive Stock Option may be granted more than ten
(10) years after the earlier of the date the Plan was
adopted or the date the Plan was approved by the
shareholders pursuant to Section 14 of the Plan.
b) The option exercise price per share for the shares
covered by a Incentive Stock Option granted to an
individual who on the Date of Grant owns (or who is
deemed to own under Section 424(d) of the Code) more
than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation (or of
a Parent Corporation or a Subsidiary Corporation) will
not be less than 110% of the Fair Market Value of the
Common Stock on the Date of Grant. The option exercise
price per share for the shares covered by a Incentive
Stock Option granted to an individual who on the Date of
Grant owns ten percent (10%) or less of the total
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combined voting power of all classes of stock of the
Corporation will not be less than 100% of the Fair
Market Value of the Common Stock on the Date of Grant.
c) To the extent that the aggregate Fair Market Value of
the Common Stock with respect to which Incentive Stock
Options granted to any person are exercisable for the
first time during any calendar year (under all stock
option plans of the Corporation, its parent and
subsidiaries) exceeds $100,000, the Options are not
Incentive Stock Options. For purposes of this paragraph,
the Fair Market Value of the Common Stock will be
determined as of the time the Option with respect to the
Common Stock is granted. This paragraph will be applied
by taking Options into account in the order in which
they are granted.
d) Each Incentive Stock Option granted under the Plan may
be exercised only in accordance with the schedule set
forth in the option agreement.
B. Term of Options. Notwithstanding any other provisions of the Plan or
any Option agreement, no Option will be exercisable after the
expiration of ten (10) years from the Date of Grant. Furthermore, no
Incentive Stock Option granted to an individual who on the Date of
Grant owns (or who is deemed to own under Section 424(d) of the
Code) more than ten percent (10%) of the total combined voting power
of all classes of stock of the Corporation (or of a Parent
Corporation or a Subsidiary Corporation) will be exercisable after
the expiration of five (5) years from the Date of Grant.
C. Vesting of Options. An Option will be exercisable only to the extent
that it is vested on the date of exercise. Vesting of an Option will
cease on the date that an optionee is no longer an employee of, or
no longer provides services to, the Corporation, a Parent
Corporation, Subsidiary Corporation or an Unincorporated Affiliate.
An Option will be exercisable only to the extent it is vested on the
date of the optionee's termination. The Committee retains the right
to accelerate the vesting of any Option in its sole discretion.
D. Termination of Employment. If an optionee terminates employment or
service for any reason other than death or full disability for six
months, the optionee shall be entitled to exercise the Option to the
extent vested as of the optionee's termination date until the date
that is thirty (30) calendar days after the optionee's termination
of employment. If an optionee terminates employment or service
because of death or full disability for six months, the optionee's
heirs, legatees or legal representative may
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exercise any portion of the Option to the extent vested as of the
date of the optionee's death within one (1) year of the date of the
Optionee's death. Any outstanding vested but unexercised Option
shall terminate on the date after the end of the thirty-day or
one-year period, as appropriate, following the optionee's
termination of employment. Furthermore, no Option will be
exercisable after the expiration date stated in the stock option
agreement executed by the Corporation and the Optionee. Each Option
will be subject to termination before its date of expiration as
hereinafter provided. The Committee retains the right to extend the
expiration date of any Option following a termination of employment.
E. Exercise. Options may be exercised only by written notice to the
Corporation at its head office accompanied by payment of the full
consideration for the shares as to which they are exercised. Payment
of the exercise price may be in cash or, in the sole discretion of
the Committee, (1) by exchange of Common Stock of the Corporation,
or (2) partly in cash and partly by exchange of such Common Stock.
The value of exchanged Common Stock will be the Fair Market Value on
the date of exercise.
F. Nontransferability. No Option granted under the Plan, contingent or
otherwise, will be transferable, assignable or subject to any
encumbrance, pledge, or charge of any nature, except by will or the
laws of descent and distribution. During the lifetime of an
optionee, an Option will be exercisable only by the optionee or by
the optionee's legal representative. The executor or administrator
of the estate of the optionee may transfer any rights with respect
to such Option to the person or persons or entity (including a
trust) entitled thereto under the will of the optionee or under the
laws of intestacy.
8. Stock Legend.
The Corporation may require that certificates evidencing shares of Common
Stock purchased upon the exercise of Incentive Stock Options issued under the
Plan be endorsed with a legend in substantially the following form:
The shares evidenced by this certificate may not be sold or
transferred prior to ______, 19__, in the absence of a written
statement from 20/20 Laser Centers, Inc. (the "Corporation") to the
effect that the Corporation is aware of the fact of such sale or
transfer.
The blank contained in such legend shall be filled in with the date that
is the later of: (A) one year and one day after the date of exercise of such
Incentive Stock Option or (B) two years and one day after the date of grant of
such Incentive Stock Option. Upon delivery to the Corporation, at its principal
executive office, of a written
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statement to the effect that such shares have been sold or transferred prior to
such date, the Corporation does hereby agree to deliver promptly to the transfer
agent for such shares, if a transfer agent is required for the transaction, a
written statement to the effect that the Corporation is aware of the fact of
such sale or transfer. The Corporation may also require the inclusion of any
additional legend which may be necessary or appropriate.
9. Termination and Amendment of the Plan and Options.
The Board may terminate the Plan at any time except with respect to any
outstanding Options. The Board may amend the Plan in any manner with respect to
future grants of Options and may amend outstanding Options in any manner
consistent with the Plan subject to the following limitations. No amendment will
be effective if the amendment changes the manner of determining the exercise
price of Incentive Stock Options, makes individuals who are not employees of the
Corporation or of any Parent or Subsidiary Corporation eligible to be granted
Incentive Stock Options, changes the nontransferability of the Options, alters
or impairs any rights or obligations of any outstanding Option without the
written consent of the optionee, or either increases the number of shares
eligible for issuance under the Plan or adds a class of employees eligible to be
granted Incentive Stock Options unless such additional shares or new class is
approved by the shareholders of the Corporation.
10. Change in Capital Structure.
A. The existence of outstanding Options shall not affect in any way the
right or power of the Corporation or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any
issuance of bonds, debentures, preferred or prior preference stock
ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Corporation, or any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.
B. If the Corporation shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of
the Common Stock outstanding, without receiving compensation
therefore in money, services or property, then (1) the number,
class, and per share price of shares of Common Stock subject to
outstanding Options hereunder shall be appropriately adjusted in
such a manner as to entitle an optionee to receive upon exercise of
an Option, for the same aggregate cash consideration, the same total
number and class of shares as he would have received had the
optionee exercised his or her Option in full
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immediately prior to the event requiring the adjustment; and (2) the
number and class of shares then reserved for issuance under the Plan
shall be adjusted by substituting for the total number and class of
shares of Common Stock then reserved that number and class of shares
of Common Stock that would have been received by the owner of an
equal number of outstanding shares of each class of Common Stock as
the result of the event requiring the adjustment.
C. After a merger of one or more corporations into the Corporation or
after a consolidation of the Corporation and one or more
corporations in which the Corporation shall be the surviving
corporation, each optionee shall, at no additional cost, be entitled
upon exercise of such Option to receive (subject to any required
action by stockholders) in lieu of the number and class of shares as
to which such Option shall then be so exercisable, the number and
class of shares of stock or other securities to which such optionee
would have been entitled pursuant to the terms of the agreement of
merger or consolidation if, immediately prior to such merger or
consolidation, such optionee had been the holder of record of the
number and class of shares of Common Stock equal to the number and
class of shares as to which such Option shall be so exercised.
D. If the Corporation is merged into or consolidated with another
corporation under circumstances where the Corporation is not the
surviving corporation, or if the Corporation is liquidated, or sells
or otherwise disposes of substantially all of its assets to another
corporation while unexercised Options remain outstanding under the
Plan, unless provisions are made in connection with such transaction
for the continuance of the Plan and/or the assumption or
substitution of such Options with new options covering the stock of
the successor corporation, or parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and
prices, then all outstanding Options shall be vested as of the
effective date of any such merger, consolidation, liquidation, or
sale (the "corporate event").
E. Except as previously expressly provided, neither the issuance by the
Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property,
or for labor or services either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Corporation convertible
into such shares or other securities, nor the increase or decrease
of the number of authorized shares of stock, nor the addition or
deletion of classes of stock, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number, class or
price of shares of Common Stock then subject to outstanding Options.
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F. Adjustment under the preceding provisions of this section will be
made by the Board, whose determination as to what adjustments will
be made and the extent thereof will be final, binding, and
conclusive. No fractional interest will be issued under the Plan on
account of any such adjustment. No adjustment will be made in a
manner that causes an Incentive Stock Option to fail to continue to
qualify as an Incentive Stock Option under the Code.
11. Taxes.
A. Tax Withholding. When any portion of a Nonqualified Stock Option is
exercised, the optionee shall elect either to pay cash or to have
the Corporation withhold from the Common Stock issued upon such
exercise the number of shares sufficient to satisfy the
Corporation's obligations, if any, to withhold taxes under Federal,
state, or local law as a result of such exercise. The Fair Market
Value of the Common Stock withheld must, as of the date the
Nonqualified Stock Option is exercised, at least equal the aggregate
unsatisfied withholding obligations for the portion of the Option
that is exercised.
B. Tax Qualification. Incentive Stock Options granted under the Plan
are intended to qualify as Incentive Stock Options within the
meaning of Section 422 of the Code, and the terms of the Plan and
Options granted hereunder shall be so construed. Notwithstanding the
foregoing, nothing in the Plan shall be interpreted as a
representation, guarantee or other undertaking on the part of the
Corporation that any Options are, or will be, determined to qualify
as incentive stock options within the meaning of the Code.
12. General Provisions.
A. The Corporation shall not be required to sell or issue any shares
under any Option if the issuance of such shares shall constitute a
violation by the optionee or the Corporation of any provision of any
law, statute, or regulation of any stock exchange upon which the
Common Stock may be listed or any governmental authority whether it
be Federal or State. Unless a registration statement is in effect
under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the shares of Common Stock covered by an Option, the
Corporation shall not be required to issue shares upon exercise of
any Option (1) unless the Committee has received evidence
satisfactory to it to the effect that the optionee is acquiring such
shares for investment and not with a view to the distribution
thereof or (2) unless an opinion of counsel to the Corporation has
been received by the Corporation, in a form and substance which is
deemed acceptable by the Committee, to the effect
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that a registration statement is not required. Any determination in
this connection by the Committee shall be final, binding and
conclusive. In the event the shares issuable on exercise of an
Option are not registered under the Securities Act, the Corporation
may imprint the following legend or any other legend which counsel
for the Corporation considers necessary or advisable to comply with
the Securities Act:
"The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under the
securities laws of any State and may not be sold or
transferred except pursuant to an effective registration
statement or upon receipt by the Corporation of any opinion of
counsel, in form and substance satisfactory to the
Corporation, that registration is not required for such sale
or transfer."
The Corporation may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act. In the
event any shares are so registered, the Corporation may remove any
legend on certificates representing such shares. The Corporation
shall not be obligated to take any affirmative action in order to
cause the exercise of an Option or the issuance of shares pursuant
thereto to comply with any law or regulation of any governmental
authority.
B. No optionee and no beneficiary or other person claiming under or
through an optionee will have any right, title or interest in or to
any shares of Common Stock allocated or reserved under the Plan or
subject to any Option except as to such shares of Common Stock, if
any, that have been issued or transferred to such optionee or
beneficiary.
C. The Plan and all determinations made and actions taken pursuant
thereto will be governed by the laws of the State of Maryland and
construed in accordance therewith.
D. Options may be granted under this Plan from time to time in
substitution for stock options held by employees of other
corporations who become employees of the Corporation or a Subsidiary
Corporation as a result of a merger or consolidation of the
employing corporation with the Corporation or the Subsidiary
Corporation or the acquisition by the Corporation or a Subsidiary
Corporation of the assets of the employing corporation, or the
acquisition by the Corporation or a Subsidiary Corporation of at
least 50% of the issued and outstanding stock of the employing
corporation as the result of which it becomes a Subsidiary
Corporation of the Corporation. The terms and conditions of the
substitute options so granted may vary from the terms and conditions
set forth in this Plan to such extent as the Board at the time of
grant may deem appropriate to conform, in whole or
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in part, to the provisions of the stock options for which they are
granted in substitution, but no such variation shall be such as to
affect the status of any such substitute option as an "incentive
stock option" under Section 422 of the Code.
E. At the time of grant, the Committee may provide in connection with
any grant made under the Plan that the shares of Common Stock
received as a result of such grant shall be subject to (1) a right
of first refusal pursuant to which the optionee shall be required to
offer to the Corporation any shares that the optionee wishes to sell
at the then Fair Market Value of the Common Stock and/or (2) a right
of repurchase pursuant to which the Corporation shall have the right
to repurchase at the then Fair Market Value any shares of Common
Stock that the optionee acquired through the exercise of such
Options upon the optionee's termination of employment with the
Corporation, any Parent Corporation, Subsidiary Corporation or
Unincorporated Affiliate, subject to such other terms and conditions
as the Committee may specify at the time of grant. If such a right
of first refusal or right of repurchase is included in the
optionee's Stock Option Agreement, the execution by the optionee of
an agreement that grants such rights to the Corporation shall be a
condition of the exercise of the Option.
F. All headings in this Plan are for convenience of reference only and
are to be ignored in construing the Plan. Any masculine pronoun
shall include the feminine and the singular shall include the
plural, and vice versa.
13. Indemnification of Board and Compensation Committees
The members of the Board of Directors and the Committee will be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or Option
agreements, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by legal counsel selected by the Corporation) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it is adjudged in such
action, suit or proceeding that the member is liable for negligence or
misconduct in the performance of the member's duties; provided that within sixty
(60) days after institution of any such action, suit or proceeding a member will
in writing offer the Corporation the opportunity, at its own expense, to defend
the same. The foregoing right of indemnification shall inure to the benefit of
the heirs, executors or administrators of each such member of the Board of
Directors and the Committee and shall be in addition to any and all other rights
of indemnification to which such members may be entitled to as a matter of law,
contract, or otherwise.
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14. Limitation of Rights
Neither the adoption and maintenance of the Plan nor the grant of Options
will:
A. limit the right of the Corporation, Parent Corporation, Subsidiary
Corporation or Unincorporated Affiliate to discharge or discipline
any employee, or otherwise terminate or modify the terms of any
employment agreement, or
B. confer upon any optionee any contract or other right or interest
other than as specifically provided in the Plan and the Option
agreement.
15. Effective Date of the Plan, Duration of the Plan.
A. On August 31, 1995, the Board adopted this Plan subject to approval
by the shareholders of the Corporation. On September 21, 1995, the
Board adopted certain amendments to this Plan subject to approval by
the shareholders of the Corporation. On April 26, 1996, the
shareholders of the Corporation approved the Plan (as amended by the
Board on September 21, 1995) and all Options previously granted
under the Plan. The Board adopted an additional amendment to this
Plan on July 18, 1996 which did not require shareholder approval.
The Plan shall be effective as of August 31, 1995.
B. Unless previously terminated, the Plan will terminate on August 31,
2005, except that Options that are granted under the Plan before its
termination will continue to be administered under the terms of the
Plan until the Options terminate or are exercised.
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