EXHIBIT 4.1
WYCKOFF CHEMICAL COMPANY, INC.
1993 STOCK OPTION PLAN
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1. Establishment of Plan. Wyckoff Chemical Company, Inc. ("Wyckoff") proposes
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to grant to its directors, corporate officers, and other employees options
to purchase shares of Wyckoff's Common Stock, $82.00 stated value ("Common
Stock"). The options will be granted pursuant to the plan set forth herein
and known as the WYCKOFF CHEMICAL COMPANY, INC. 1993 STOCK OPTION PLAN (the
"Plan").
2. Purpose of Plan. The purpose of the Plan is to provide directors,
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officers, and employees of Wyckoff with an increased incentive to make
significant and extraordinary contributions to the long-term performance
and growth of Wyckoff, to join the interests of directors, officers, and
employees with the interests of Wyckoff shareholders through the
opportunity for increased stock ownership, and to attract and retain
directors, officers, and employees of exceptional ability. It is intended
that certain options granted under this Plan to officers and employees of
Wyckoff ("Employees'), may not qualify and that certain of such options may
qualify as incentive stock options, as defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the terms of
the Plan shall be interpreted in accordance with the intention stated in
the option agreement. It is acknowledged that options granted to non-
Employee directors of Wyckoff will not qualify as incentive stock options.
3. Shares Subject to Plan. A maximum of 35,000 shares of Common Stock
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(subject to adjustment in accordance with Paragraph 14 below) may be
subject to the exercise of options granted under the Plan. Such shares
shall be authorized and unissued shares. If an option is canceled,
surrendered, modified, exchanged for a substitute option, or expires or
terminates during the term of the Plan but prior to the exercise of the
option in full, the shares subject to but not delivered under such option
shall be available for options subsequently granted.
4. Administration by Committee. The Plan shall be administered by a Stock
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Option Committee (the "Committee"), consisting of at least two members
appointed by the Board of Directors. Until the Board of Directors
determines otherwise, the Compensation Committee shall serve as the Stock
Option Committee. All Committee members shall be disinterested directors
qualified to serve pursuant to Rule 16b-3 under Section 16 of the
Securities Exchange Act of 1934, as amended from time to time. The
Committee shall determine the persons to be granted options, the amount of
stock to be optioned to each such person, and the terms of the options to
be granted. Options shall be granted by the Committee and may be amended
by the Committee consistent with the Plan, provided that no such amendment
may become effective without the consent of the optionee except to the
extent that such amendment operates solely for the benefit of the optionee.
The Committee shall have full power and authority to interpret the
provisions of the Plan and to supervise the administration of the Plan.
All determinations and selections made by the Committee regarding the Plan
shall be final and conclusive. The Committee shall hold its meetings at
such times and places
as it shall deem advisable. Action may be taken by a written instrument
signed by all of the members of the Committee, and any action so taken
shall be fully as effective as if it had been taken at a meeting duly
called and held. The Committee may designate one of its members to sign
options on behalf of the Committee and may appoint a secretary to keep
minutes of its meetings. The Committee shall make such rules and
regulations for the conduct of its business as it shall deem advisable. The
members of the Committee shall be paid reasonable fees for their services.
5. Non-Employee Director Option Grants. Options for 540 shares shall be
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granted to non-employee directors on May 1 of 1993, and no discretionary
options shall be granted to such directors under the Plan. The price shall
be 100% of the market value as of the date of the grant. The options shall
be for a term of ten years and shall become exercisable as follows: 1/3 on
and after six months following the date of grant, 2/3 on and after May 1,
1994 and the entire option on and after May 1, 1995. Any new non-employee
director elected or appointed shall receive, as of the date of his or her
election or appointment, an option for 540 shares. The option price for
such new director shall be the higher of the market value as of the date of
the grant or the market value as of May 1, 1993. These formula grant
provisions may be amended by the Board of Directors from time to time but
not more than once in any six month period except as necessary or desirable
to comply with any federal or state securities law.
6. Indemnification of Committee Members. Each person who is or shall have
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been a member of the Committee shall be indemnified and held harmless by
Wyckoff from and against any cost, liability, or expense imposed or
incurred in connection with such person's or the Committee's taking or
failing to take any action under the Plan. Each such person shall be
justified in relying on information furnished in connection with the Plan's
administration by any appropriate person or persons.
7. Eligibility. Only directors or corporate officers and other employees of
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Wyckoff or any of its subsidiaries shall be eligible to participate in the
Plan. The Committee shall determine whether or not a given individual is
eligible to participate in the Plan. A person who has been granted an
option under this Plan or any other stock option plan of Wyckoff may be
granted additional options. The term "subsidiary corporation" shall, for
purposes of this Plan, be defined in the same manner as such term is
defined in Section 425 of the Code.
8. Option Price. The per share option price shall be no less than 100% of the
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fair market value on the date of grant determined by the Committee in a
reasonable manner. The date of grant of an option shall be the date as of
which the option is authorized by the Committee. In the event that Wyckoff
Common Stock is designated for trading on the NASDAQ National Market System
or on a stock exchange, fair market value on the granting date shall be
equal to the last sale price reported on the NASDAQ system or on the
exchange on the last preceding date for which NASDAQ or the exchange
reported prices. In the event Wyckoff Common Stock is not designated for
trading on the National Market System or any stock exchange, but is traded
and reported on NASDAQ, fair market value on the granting date
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shall be equal to the mean between the bid and asked prices reported on the
NASDAQ system on the last preceding date for which NASDAQ reported prices.
9. Incentive Stock Options Granted to Ten Percent Shareholders. No option
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granted to any person, who at the time of such grant owns, or is deemed to
own under Section 425(d) of the Code, more than ten percent of the total
combined voting power of all classes of stock of Wyckoff, or any of its
subsidiary corporations, may be designated as an incentive stock option
unless each such option issued to said person has an option price that is
at least 110% of the fair market value (as defined in Paragraph 7) of the
Common Stock, and the exercise of such option is prohibited by its terms
after the expiration of five years from the date of grant of the option.
10. Limit on Grants of Incentive Stock Options. No participant shall be
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granted incentive stock options under all stock option plans of Wyckoff and
any subsidiary corporations, nor shall delayed vesting provisions be
accelerated, which would cause the aggregate fair market value (determined
at the time of the grant) of the stock with respect to which the incentive
stock options are exercisable for the first time by the participant during
any calendar year to exceed $100,000.
11. Term of Options and Rights; Limits on Exercisability. Options shall be
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evidenced by written agreements containing such terms and conditions,
consistent with the provisions of this Plan, as the Committee shall from
time to time determine. Options shall be exercisable for such periods as
may be fixed by the Committee, not to exceed fifteen years from the grant
thereof, but no option designated as an incentive stock option shall be
exercisable after the expiration of ten years from the date of the grant.
At the time of the exercise of an option, the option holder, if requested
by the Committee, must represent to Wyckoff that the shares are being
acquired for investment and not with a view to the distribution thereof.
The Committee may in its discretion require a participant to continue his
service with Wyckoff and its parent or subsidiary corporations for a
certain length of time prior to the option becoming exercisable and may
eliminate such delayed vesting provisions. The Committee may also vary,
among the participants and among options granted to the same participant,
any and all of the terms and conditions of options granted under the Plan.
12. Medium and Time of Payment. The exercise price for each share purchased
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pursuant to an option granted under the Plan shall be payable in cash or,
if the Committee consents, in shares of Common Stock (including Common
Stock to be received upon a simultaneous exercise) or other consideration
equivalent to cash. The time and terms of payment may be amended with the
consent of the participant before or after exercise of the option, but such
amendment shall not reduce the option price. The Committee may from time
to time authorize payment of all or a portion of the option price in the
form of a promissory note or installments, with or without interest or
security, according to such terms as the Committee may approve. The Board
of Directors may restrict or suspend the power of the Committee to permit
such loans and may require that adequate security be provided.
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13. Transferability of Options. Options granted under this Plan may not be
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transferred except by will or the laws of descent and distribution. During
the lifetime of the participant, options may be exercised only by that
participant, his guardian, or his legal representative.
14. Termination of Employment or Directorship. If a participant is no longer
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employed by or a director of Wyckoff or its subsidiary corporations for any
reason other than the participant's death, disability, or termination for
cause, he may exercise his options for a period of three months after such
termination of employment or directorship, unless the terms of such option
provide otherwise, but only to the extent the participant was entitled to
exercise the options on the date of termination. For purposes of the Plan
the following shall not be deemed a termination of employment or
directorship: (a) a transfer of an Employee from Wyckoff to any subsidiary
of Wyckoff, (b) a leave of absence, duly authorized in writing by Wyckoff,
for military service or for any other purpose approved by Wyckoff if the
period of such leave does not exceed 90 days; and (c) a leave of absence in
excess of 90 days, duly authorized in writing by Wyckoff, provided the
Employee's right to reemployment is guaranteed either by statute or
contract and (d) a termination of employment with continued service as a
director until such directorship terminates.
If a participant dies or becomes disabled while an Employee or director or
after the termination of his employment or directorship other than for
cause during the time when the participant could have exercised an option
under the Plan, the option issued to such participant shall be exercisable
by the personal representative of such participant, the participant, or
other successor to the interest of the participant for one year after such
participant's death, disability, or termination of employment, unless the
terms of such option provide otherwise, to the extent that the participant
was entitled to exercise the option on the date of death, disability, or
termination of employment, whichever first occurred.
If a participant is terminated for cause, the participant shall have no
further right to exercise any option previously granted him.
Nothing in the Plan or in any option shall interfere with or limit in any
way the right of Wyckoff or its subsidiaries to terminate a participant's
employment at any time, nor confer upon any participant any right to
continue in the employ of Wyckoff or any of its subsidiaries.
15. Adjustments. If the number of shares of Common Stock outstanding changes
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by reason of a stock dividend, stock split, recapitalization, merger,
consolidation, combination or exchange of shares, the aggregate number and
class of shares available under the Plan and subject to each option,
together with the option prices, shall be appropriately adjusted. No
fractional shares shall be issued pursuant to the Plan, and any fractional
shares resulting from adjustments shall be eliminated from the respective
option. If Wyckoff is acquired by another corporation or is otherwise
merged into or consolidated with another corporation, all outstanding
options shall become immediately exercisable just prior to the effective
date of the merger, combination, consolidation, or other corporate event,
unless otherwise provided in the option agreement.
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16. Tax Benefit Rights. The Committee may grant tax benefit rights to
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encourage a participant to exercise his option and provide certain tax
benefits to Wyckoff. A tax benefit right shall entitle a participant to
receive from Wyckoff or a subsidiary a cash payment not to exceed the
amount calculated by multiplying the ordinary income, if any, realized by
the participant for federal tax purposes as a result of the exercise of a
non-qualified stock option, or the disqualifying disposition of shares
acquired under an incentive stock option, by the maximum federal income tax
rate (including any surtax or similar charge or assessment) for
corporations. A tax benefit right may be granted only with respect to a
stock option issued and outstanding or to be issued under the Plan or any
other plan of Wyckoff or its subsidiaries that has been approved by
shareholders as of the date of this Plan and may be granted concurrently
with or after the grant of the stock option. Such rights with respect to
outstanding options shall be issued only with the consent of the
participant if the effect would be to disqualify an incentive stock option,
change the date of grant or the exercise price, or otherwise impair his
existing options. A stock option to which a tax benefit right has been
attached shall not be exercisable by an officer subject to Section 16 of
the Securities and Exchange Act of 1934 for a period of six months from the
date of the grant of the tax benefit right. The Committee shall determine
the terms and conditions of any tax benefit right granted and the
participants to whom such rights will be granted with respect to options
under the Plan or any other plan of Wyckoff. The Committee may amend,
cancel, limit the term of, or limit the amount payable under a tax benefit
right at any time prior to exercise of the related option unless otherwise
provided under the terms of the tax benefit right. The net amount of a tax
benefit right, subject to withholding, may be used to pay a portion of the
option price unless otherwise provided by the Committee.
17. Tax Withholding. Wyckoff or a subsidiary shall make such previsions as it
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shall deem appropriate for the withholding of any taxes required to be
withheld in connection with the grant or exercise of options under the Plan
or the disqualifying disposition of stock issued pursuant to incentive
stock options granted under the Plan. Such previsions may include
requiring payment of the withholding amount in cash or stock or withholding
certain of the shares of stock purchased by the Employee or director.
18. Listing and Registration of Shares. Each option shall be subject to the
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requirement that if at any time the Committee shall determine, in its
discretion, that the listing, registration, or qualification of the shares
covered thereby upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the
granting of such option or the issue or purchase of shares thereunder, such
option may not be exercised in whole or in part unless and until such
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the
Committee.
19. Effective Date of Plan. This Plan shall take effect January 1, 1993.
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Unless earlier terminated by the Board of Directors, the Plan shall
terminate on the day immediately preceding the tenth anniversary of the
effective date. No option shall be granted under this Plan after such
date.
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20. Termination and Amendment. The Board of Directors may terminate the Plan
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at any time, or may from time to time amend the Plan as it deems proper and
in the best interests of Wyckoff, provided that no such amendment may (i)
materially increase either the benefits to participants under the Plan or
the number of shares that may be issued under the Plan, (ii) materially
modify the eligibility requirements set forth in Paragraph 6, (iii) reduce
the option price (except pursuant to adjustments under Paragraph 14), or
(iv) impair any outstanding option without the consent of the participant,
except according to the terms of the option.
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