EXHIBIT 10.2
DIRECTORS' STOCK OPTION PLAN (1987)
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OF
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ADAC LABORATORIES
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1. PURPOSE.
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The purpose of this Directors' Stock Option Plan (1987) (the "Plan")
is to assist the Company in attracting, motivating and retaining qualified non-
employee directors by providing a means whereby such persons will be given an
opportunity to acquire a proprietary interest in the Company's future growth by
purchasing shares of Company Common Stock.
2. DEFINITIONS.
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When used in this Plan, unless the context otherwise requires:
(a) "Board of Directors" shall mean the Board of Directors of the
Company as constituted at any time.
(b) "Committee" shall mean the Committee as hereinafter described
in Section 3 hereof.
(c) "Company" shall mean ADAC Laboratories, a California
corporation.
(d) "Directors' Options" shall mean options to purchase 20,000
shares (subject to adjustment pursuant to Section 12 hereof) of Company Common
Stock which may be granted each fiscal year by the Company to each person
serving as a director of the Company who is not also an employee of the Company
or any of its Subsidiary corporations.
(e) "Fair Market Value" shall mean the closing price of the
Company's Common Stock, as traded on the NASDAQ National Market System (or, if
such shares are then listed on any national securities exchange, the closing
price on such exchange) on the date as of which such value is being determined.
If the Common Stock is not traded on the NASDAQ National Market System or any
national securities exchange, Fair Market Value shall be determined by the Board
on the basis of the best available market value information.
(f) "Options" shall mean the Directors' Options issued pursuant
to the Plan.
(g) "Plan" shall mean the Directors' Stock Option Plan (1987) of
the Company authorized and adopted by the Board of
Directors at its meeting held on July 28, 1987 and as amended from time to time.
(h) "Share" shall mean a share of Common Stock of the Company.
(i) "Subsidiary" shall mean any corporation in which the Company
owns, directly or indirectly, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock.
3. ADMINISTRATION.
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The Plan shall be administered by the Board of Directors or by a
Committee which shall consist of such members of the Board of Directors of the
Company or such other persons as may be appointed by the Board of Directors.
The Board and, if any, the Committee, shall have full power and authority to
construe, interpret and administer the Plan and to make determinations which
shall be final, conclusive and binding upon all persons, including but not
limited to the Company, the shareholders and any person having an interest in
any Options. If a member of the Committee, for any reason, shall cease to
serve, the vacancy may be filled by the Board of Directors. Any member of the
Committee may be removed at any time, with or without cause, by the Board of
Directors.
4. ELIGIBILITY.
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Options may be granted only to non-employee directors of the Company;
employees of the Company or any of its Subsidiary corporations are not eligible
to receive Options under the Plan.
5. SHARES SUBJECT TO THE PLAN.
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Subject to the provisions of Section 12 (relating to adjustments upon
changes in shares), the Shares which may be sold pursuant to Directors' Options
granted under the Plan shall not exceed in the aggregate 300,000 shares of the
Company's authorized Common Stock, without par value. If any Option under the
Plan shall for any reason terminate or expire without having been exercised in
full, the Shares not purchased under such Option shall again be available under
the Plan.
6. ANNUAL OPTION GRANTS.
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The number of Shares to be optioned to each non-employee director
shall be fixed at 20,000 Option Shares during each fiscal year of the Company.
The initial annual grant shall be made on the date of approval of the Plan by
the shareholders of the Company. Except for the limitations upon the duration,
vesting, exercise price and method of exercise of Directors' Options as
hereinafter set forth, the form of Option, including the terms and provisions
thereof, shall be as determined from time to time by the Board of Directors or
the Committee and each Option issued may contain terms and provisions different
from other Options granted to the same or other Option recipients. An Option
Agreement, signed by an officer of the Company, shall be issued to each person
to whom an Option is granted.
7. PRICE.
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The purchase price per Share for the Shares to be purchased pursuant
to the exercise of any Option shall be fixed by the Board of Directors or the
Committee at the time of grant of the Option, but shall always equal 100% of the
Fair Market Value of the Shares on the date such Option is granted.
8. DURATION OF OPTIONS.
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All Directors' Options issued under the Plan shall have a duration of
five (5) years from the date of grant, regardless of any termination of the Plan
prior to the exercise of such Options.
9. NON-TRANSFERABILITY OF OPTIONS.
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Options shall not be transferable by the holder thereof otherwise than
by will or the laws of descent and distribution to the extent provided herein,
and Options may be exercised or surrendered during the holder's lifetime only by
the holder thereof.
10. EXERCISE OF OPTIONS.
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(a) Except in the event of death, in which case they may be
exercised in full immediately, and except as provided in Section 12 below,
Directors' Options may be exercised only in installments as follows: 50% of the
Shares subject to the Option may be exercised after 12 months from the date of
grant; and all of the Shares subject to the Option may be exercised after 24
months from the date of grant; provided, however, that Options may be exercised
only during the periods beginning on the third
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business day following the date on which the Company issues a news release
containing the operating results of a fiscal quarter or fiscal year and ending
on the twelfth business day following such date.
(b) An Option shall be exercised by the delivery of a duly signed
notice in writing to such effect, together with the full purchase price.
Payment of the purchase price shall be made in cash or outstanding Common Stock
of the Company already owned by the optionee (valued at Fair Market Value).
Option Agreements under the Plan may contain a provision to the effect that all
Federal and state taxes required to be withheld or collected from an Optionee
upon exercise of an Option may be satisfied by the withholding of a sufficient
number of exercised Option shares which, valued at Fair Market Value on the date
of exercise, would be equal to the total withholding obligation of Optionee.
(c) The Company will, as soon as practicable after the exercise
of an Option, deliver to the person entitled thereto a certificate or
certificates for the Shares purchased pursuant to the exercise of the Option.
11. TERMINATION.
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If a holder of a Directors' Option shall resign or be removed as a
director, the Option of such holder shall terminate, except that, subject to the
limitation stated in the last sentence of this Section 11, (i) if his director's
status with the Company is terminated for any reason other than his death, he
may at any time within three months after such termination exercise his Option
but only to the extent that it was exercisable by him on the date of termination
and only if his status was not terminated because of a violation of his normal
duties; and (ii) if he dies while serving as a director of the Company, or
within three months after termination of such status, his Option may be
exercised by the person or persons to whom his rights under the Option shall
pass by will or by the laws of descent and distribution, without regard to the
vesting provisions included in the Option. In no event may an Option be
exercised to any extent by anyone after the expiration of its term.
12. CHANGES IN CAPITALIZATION: SPLITS, LIQUIDATIONS, MERGERS AND
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REORGANIZATIONS.
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(a) The aggregate number of shares of Common
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Stock for which Options may be granted to eligible persons under the Plan, the
number of shares of Common Stock covered by each outstanding Option and the
price per share thereof in each such Option may be proportionately adjusted by
the Board of Directors or the Committee for any increase or decrease in the
number of issued shares of Common Stock of the Company resulting from a stock
split, a reverse stock split, a subdivision or consolidation of shares or other
similar capital adjustment, the payment of a stock dividend or any other
increase or decrease in such shares effected without receipt of consideration by
the Company. Any such determination by the Board of Directors of the Company
shall be conclusive.
(b) Upon the dissolution or liquidation of the Company or upon
any reorganization, merger, consolidation pursuant to which the Company does not
survive (except for a reincorporation of the Company in another state), or sale
of all or substantially all of the assets of the Company or upon a change in the
composition of the Board of Directors (not approved by a majority of the
directors in office at the time of such change) which results in a change in
"control" of the Company (for purposes of this subsection "control" is defined
in Rule 405 promulgated by the Securities Exchange Commission under the
Securities Act of 1933, as amended) the Plan and each outstanding Option shall
terminate; provided that in such event each outstanding unexercised Option shall
become fully vested under the Plan and shall be immediately exercisable thirty
(30) days prior to the effective date of such dissolution, liquidation,
reorganization, merger, consolidation, sale of assets or change in control, and
each Optionee may exercise, in whole or in part, any unexpired Option or Options
previously issued to him, without regard to the installment or vesting
provisions of his Option or Options. The grant of an Option under the Plan shall
not affect in any way the ability of the Company to change or adjust its capital
structure or to merge, consolidate, dissolve, liquidate or to sell or transfer
all or any part of its business or assets.
13. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACT.
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The Company may postpone the issuance and delivery of Shares upon any
exercise of an Option until (a) the admission of such Shares to listing on any
stock exchange on which Shares of the Company of the same class are then listed
and (b) the completion of such registration or other qualification of such
Shares under any state or Federal law, rule or regulation as the
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Company shall determine to be necessary or advisable. Any person exercising an
Option shall make such representations and furnish such information as may, in
the opinion of counsel for the Company, be appropriate to permit the Company to
issue the Shares in compliance with the provisions of the Securities Act of
1933, as amended.
14. AMENDMENT AND TERMINATION OF THE PLAN.
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(a) Except as hereinafter provided, the Board of Directors or the
Committee may at any time withdraw or from time to time amend the Plan and the
terms and conditions of any Options not theretofore issued, and the Board of
Directors or the Committee, with the consent of the affected holder of an
Option, may at any time amend the terms and conditions of such Options as have
been theretofore granted. Notwithstanding the foregoing, any amendment to the
Plan by the Board of Directors or Committee which would (i) increase the number
of Shares issuable under Options, (ii) change the class of persons to whom
Options may be granted or (iii) change in any material respect the limitations
or provisions pertaining to Options, shall be subject to the approval of the
holders of a majority of the shares of the Company present at any meeting of
shareholders and entitled to vote thereat either prior to or within one year
after such amendment.
(b) The determination of the Board of Directors or the Committee
as to any questions which may arise with respect to the interpretation of the
provisions of the Plan and Options granted hereunder shall be final and
conclusive.
(c) The Board of Directors or the Committee may authorize and
establish such rules, regulations and revisions thereof, not inconsistent with
the provisions of the Plan, as it may deem advisable to make the Plan and
Options effective or provide for their administration, and may take such other
action with regard to the Plan and Options as it shall deem desirable to
effectuate their purpose.
(d) The Plan shall remain in effect until such time as it is
terminated by the Board of Directors of the Company. No such termination shall
affect Options granted prior thereto.
15. EFFECTIVE DATE OF THE PLAN.
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The Plan was adopted on July 28, 1987, and is subject to approval of
the holders of a majority of the shares of the
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Company present at any meeting of shareholders and entitled to vote thereat.
Options may not be granted under the Plan prior to such shareholder approval.
Adopted by the Board of
Directors on July 28, 1987
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ADAC LABORATORIES
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AMENDMENTS TO DIRECTORS' STOCK OPTION PLAN (1987)
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The Directors' Stock Option Plan (1987) (the "Plan") of ADAC Laboratories,
a California Corporation (the "Company"), is hereby amended in the following
respects:
1. ANNUAL OPTION GRANTS.
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Section 6 is deleted in its entirety and the following is substituted
in its place:
"6. ANNUAL OPTION GRANTS.
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The number of Shares to be optioned to each non-employee
director shall be fixed at 20,000 Option Shares during each fiscal
year of the Company. Options to purchase 20,000 Option Shares shall be
granted to each eligible non-employee director on the date of his
becoming a director of the Company and annually thereafter on March 15
of each year (or the next business day if a weekend or holiday). The
initial annual grant shall be made on the date of approval of the Plan
by the shareholders of the Company. Each option shall be for a term of
five (5) years from the date of grant and shall vest and become
exercisable fifty percent (50%) upon the first anniversary of the date
of grant and become fully exercisable upon the second anniversary of
the date of grant. An option agreement, signed by an officer of the
Company, shall be issued to each person to whom an option is granted."
2. NON-TRANSFERABILITY OF OPTIONS.
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Section 9 is deleted in its entirety and the following is substituted
in its place:
"9. NON-TRANSFERABILITY OF OPTIONS.
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(a) Options shall not be transferrable by the holder
thereof otherwise than (i) by will, (ii) pursuant to the laws of
descent and distribution or (iii) if then permitted by Rule 16b-3,
promulgated under the Securities Exchange Act of 1934, as amended,
pursuant to a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or by Title I of the
Employee Retirement Income Security Act (ERISA), or the rules
thereunder; provided, however, that an Option holder may designate
a beneficiary who, upon Option holder's death, may exercise the Option
to the extent permitted in Section 10 of the Plan.
(b) Subject to early acceleration as provided herein, at
least six months must elapse from the date of the grant of the
Directors' Options to the date of disposition of the Directors' Option
(other than upon exercise or conversion) or the shares subject to such
Directors' Option."
3. AMENDMENT AND TERMINATION OF THE PLAN.
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A new subsection 14(e) is added as follows:
"(e) Notwithstanding anything in the Plan to the contrary,
the terms and conditions of this Plan shall not be amended more than
once every six months other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Securities Act,
or the rules thereunder."
4. EFFECTIVE DATE.*
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In all other respects, and except as expressly provided herein, the
Plan is hereby confirmed. These amendments to the Plan, as set forth herein,
have been approved by the Board of Directors on February 20, 1992, and are
effective on and as of such date. Shareholder approval of these amendments is
not required in reliance on Securities Exchange Act Release No. 34-28869
(footnote 244), as such amendments are designed to conform the Plan with the new
requirements of Rule 16b-3.
BY ORDER OF THE BOARD OF DIRECTORS
By /s/ Stanley D. Czerwinski
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Stanley D. Czerwinski
*Adopted prior to 1-for-3 reverse stock split.
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ADAC LABORATORIES
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AMENDMENT TO DIRECTOR'S STOCK OPTION PLAN (1987),
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AS AMENDED
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The Director's Stock Option Plan 1987, as amended (the "Plan"), of ADAC
Laboratories, a California corporation (the "Company"), as previously amended,
is hereby further amended in the following respects:
1. SHARES SUBJECT TO THE PLAN. Section 5 of the Plan, entitled "Shares
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Subject to the Plan", is hereby amended to delete the first sentence and to
substitute in its place the following first sentence:
"Subject to the provisions of Section 12 (relating to
adjustments upon changes in shares), the Shares which may be
sold pursuant to Directors' Options granted under the Plan
shall not exceed in the aggregate 500,000* shares of the
Company's Common Stock".
2. EFFECTIVE DATE. In all other respects, and except as expressly
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provided herein, the Plan is hereby confirmed. This Amendment to the Plan, as
set forth herein, has been approved by the Board of Directors of the Company on
May 6, 1992 and is made subject to the consent of the shareholders at the
Company's next Annual Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
By /s/ Stanley D. Czerwinski
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Title President
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*Prior to 1-for-3 reverse stock split.
AMENDMENT NO. 3
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TO
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ADAC LABORATORIES'
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DIRECTORS' STOCK OPTION PLAN (1987)
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The Directors' Stock Option Plan (1987) (the "Plan") of ADAC Laboratories,
a California Corporation (the "Company"), is hereby amended in the following
respects:
1. DEFINITIONS.
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Section 2(d), concerning the definition of "Directors' Options," is
hereby amended to delete the sentence and to substitute in its place the
following sentence:
"(d) 'Directors' Options' shall mean options to purchase
shares of Company Common Stock which may be granted each fiscal year
by the Company to each person serving as a director of the Company who
is not also an employee of the Company or any of its Subsidiary
corporations."
2. SHARES SUBJECT TO THE PLAN.
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Section 5 of the Plan, entitled "Shares Subject to the Plan," is
hereby amended to delete the first sentence and to substitute in its place the
following first sentence:
"Subject to the provisions of Section 12 (relating to
adjustments in the number of shares upon certain changes), the Shares
which may be sold pursuant to Directors' Options granted under the
Plan shall not exceed in the aggregate 231,666 shares of the Company's
authorized Common Stock."
3. OPTION GRANTS.
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Section 6, entitled "Annual Option Grants," is deleted in its entirety
and the following is substituted in its place:
"6. Annual Option Grants.
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The number of shares to be optioned to each non-
employee director shall be fixed at 3,333 Option Shares during each
fiscal year of the Company and such grant shall automatically occur on
March 15th of each year except during each fifth year the director
shall receive a grant of 20,000 shares (in lieu of the 3,333 share
annual grant), provided, however, that on the date a person first
becomes a
director such person shall receive an option grant of 20,000 shares. Each
option shall be for a term of five (5) years from the date of grant and
each annual 3,333 share grant shall vest and become fully exercisable upon
the first anniversary of the date of grant and each 20,000 share grant
shall vest and become exercisable 25% per year. An option agreement, signed
by an officer of the Company, shall be issued to each person to whom an
option is granted."
4. "EXERCISE OF OPTIONS."
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Section 10(a), entitled "Exercise of Options," is hereby deleted in
its entirety and the following subsection is substituted in its place:
"(a) Except in the event of death, in which case the
Directors' Options may be exercised in full immediately, and except as
provided in Section 12 below, Directors' Options may be exercised only
as follows: (i) each annual 3,333 share grant shall vest and become
fully exercisable upon the first anniversary of the date of grant and
(ii) each 20,000 share grant shall vest and become fully exercisable
25% per year."
5. "CHANGE IN CONTROL."
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Section 12(b), entitled "Changes in Capitalization: Splits,
Liquidations, Mergers and Reorganizations," is deleted in its entirety and the
following subsection is substituted in its place:
"(b)(i) Except and to the extent provided otherwise in, or
limited by, employment, severance or similar written agreements
between the Company and an Optionee, ten (10) days prior to a "Change
in Control" (as defined below), all stock options which are then not
exercisable shall immediately vest and become exercisable, regardless
of the original vesting schedule. A "Change in Control" of the Company
shall be deemed to have occurred if (a) any "person" or "group" (as
defined in or pursuant to Sections 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), becomes the
"beneficial owner" (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of the Company
representing 40% or more of the voting power of the common stock
outstanding which votes generally for the election of directors; (b)
as a
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result of market or corporate transactions or shareholder action, the
individuals who constitute the Board of Directors of the Company at
the beginning of any period of 12 consecutive months (but commencing
not earlier than July 1, 1995), plus any new directors whose election
or nomination was approved by a vote of at least two-thirds of the
directors still in office who were directors at the beginning of such
period of 12 consecutive months, cease for any reason during such
period of 12 consecutive months to constitute at least two-thirds of
the members of such Board; or (c) the Company sells, through merger,
assignment or otherwise, in one or more transactions other than in the
ordinary course of business, assets which provided at least 2/3 of the
revenues or pre-tax net income of the Company and its subsidiaries on
a consolidated basis during the most recently-completed fiscal year.
(ii) Notwithstanding paragraph (i) above, the following
events shall not constitute a Change in Control: any acquisition of
beneficial ownership pursuant to (a) a reclassification, however
effected, of the Company's authorized common stock, or (b) a corporate
reorganization involving the Company or any of its subsidiaries which
does not result in a material change in the ultimate ownership by the
shareholders of the Company (through their ownership of the Company or
its successor resulting from the reorganization) of the assets of the
Company and its subsidiaries, but only if such reclassification or
reorganization has been approved by the Company's Board of Directors."
6. EFFECTIVE DATE.
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In all other respects, and except as expressly provided herein, the
Plan is hereby confirmed. These amendments to the Plan, as set forth herein,
have been approved by the Board of Directors on November 2, 1995, and the
amendments set forth in paragraphs 2, 3 and 5 above have been approved by the
shareholders on March 6, 1996 and all amendments are effective on and as of such
later date.
BY ORDER OF THE BOARD OF DIRECTORS
By /s/ David L. Lowe
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David L. Lowe,
Chairman of the Board
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AMENDMENT NO. 4
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TO
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ADAC LABORATORIES'
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DIRECTORS' STOCK OPTION PLAN (1987)
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The Directors' Stock Option Plan (1987) (the "Plan") of ADAC Laboratories,
a California Corporation (the "Company"), is hereby amended in the following
respects:
1. SHARES SUBJECT TO THE PLAN.
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Section 5 of the Plan, entitled "Shares Subject to the Plan," is
hereby amended to delete the first sentence and to substitute in its place the
following first sentence:
"Subject to the provisions of Section 12 (relating to
adjustments in the number of shares upon certain changes), the Shares
which may be sold pursuant to Directors' Options granted under the
Plan shall not exceed in the aggregate 288,331 shares of the Company's
authorized Common Stock."
2. EFFECTIVE DATE.
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Except as amended above, in all other respects the Plan is hereby
confirmed. The amendment to the Plan, as set forth herein, has been approved by
the Board of Directors on October 31, 1996, and have been approved by the
shareholders on May 15, 1997, and are effective as of such later date.
BY ORDER OF THE BOARD OF DIRECTORS
By /s/ David L. Lowe
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David L. Lowe,
Chairman of the Board