EXHIBIT 10.18
OUTSOURCE INTERNATIONAL, INC.
STOCK OPTION PLAN
AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 2, 1997
1. PURPOSE. The purpose of this Plan is to further the interests of OutSource
International, Inc., a Florida corporation, its subsidiaries and its
shareholders by providing incentives in the form of grants of stock options
to key Employees, Non-Employee Directors and other persons who contribute
materially to the success and profitability of the Company. The grants will
recognize and reward outstanding individual performances and contributions
and will give such persons a proprietary interest in the Company, thus
enhancing their personal interest in the Company's continued success and
progress. This program will also assist the Company and its subsidiaries in
attracting and retaining key persons. This Plan is a continuation, in the
form of an amendment and restatement, of an existing plan.
2. DEFINITIONS. The following definitions shall apply to this Plan:
a. "BOARD" means the board of directors of the Company.
b. "CHANGE OF CONTROL" occurs when (i) any person, including a
"group" as defined in section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, becomes the beneficial owner of thirty
percent or more of the total number of shares entitled to vote in
the election of directors of the Board, (ii) the Company is merged
into any other company or substantially all of its assets are
acquired by any other company, or (iii) three or more directors
nominated by the Board to serve as a director, each having agreed to
serve in such capacity, fail to be elected in a contested election
of directors; provided, however, that a Change of Control shall not
occur as a result of the financing provided by Triumph -Connecticut
Limited Partnership and Bachow Investment Partners III, L.P.
c. "CODE" means the Internal Revenue Code of 1986, as amended.
d. "COMMITTEE" means the Stock Option Committee consisting solely of
two or more Non-Employee Directors appointed by the Board. In the
event that the Board does not appoint a Stock Option Committee,
"Committee" means the Board.
e. "COMMON STOCK" means the common stock of the company, or such other
class of shares or securities as to which the Plan may be applicable
pursuant to section 15 herein.
f. "COMPANY" means Outsource International, Inc., and any wholly-owned
subsidiary of Outsource International, Inc.
g. "DATE OF GRANT" means the date specified in the resolution of the
Committee authorizing the grant of the Option.
h. "ELIGIBLE PERSON" means any person who performs or has in the past
performed services for the company or any direct or indirect
partially or wholly owned subsidiary thereof, whether as a director,
officer, employee, consultant or other independent contractor, and
any person who performs services relating to the company in his or
her capacity as an employee or independent contractor of a
corporation or other entity that provides services for the company.
i. "EMPLOYEE" means any person employed as a core employee of the
company, excluding (i) any fee-for-service employee of the company
and (ii) any leased or temporary employee of the company who would
be cost of sales for financial reporting purposes.
j. "FAIR MARKET VALUE" means the fair market value of the common stock.
if the common stock is not publicly traded on the date as of which
fair market value is being determined, the board shall determine the
fair market value of the shares, using such factors as the board
considers relevant, such as the price at which recent sales have
been made, the book value of the common stock, and the company's
current and projected earnings. if the common stock is publicly
traded on the date as of which fair market value is being
determined, the fair market value is the mean between the high and
low sales prices of the common stock as reported by the nasdaq stock
market on that date or, if the common stock is listed on a stock
exchange, the mean between the high and low sales prices of the
stock on that date, as reported in THE WALL STREET JOURNAL. if
trading in the stock or a price quotation does not occur on the date
as of which fair market value is being determined, the next
preceding date on which the stock was traded or a price was quoted
will determine the fair market value.
k. "INCENTIVE STOCK OPTION" means a stock option granted pursuant to
either this plan or any other plan of the company that satisfies the
requirements of section 422 of the code and that entitles the
recipient to purchase stock of the company or in a corporation that
at the time of grant of the option was a parent or subsidiary of the
company or a predecessor corporation of any such corporation.
l. "NON-EMPLOYEE DIRECTOR" means a member of the board who is not
employed on an hourly or salaried full-time basis by the company or
any parent or subsidiary of the company that now exists or hereafter
is organized or acquires the company.
m. "NONQUALIFIED STOCK OPTION" means a stock option granted pursuant to
the plan that is not an incentive stock option and that entitles the
recipient to purchase stock of the company or in a corporation that
at the time of grant of the option was a parent or subsidiary of the
company or a predecessor corporation of any such corporation.
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n. "OPEN MARKET SHARE" shall mean (i) each share acquired on the open
market or through any method other than the exercise of an option,
and (ii) each warrant, issued in connection with the company's
issuance of senior subordinated promissory notes on february 21,
1997, to purchase shares. for purposes of sections 5.b., 5.c., and
5.d. of the plan, a non-employee director shall be deemed to own any
open market shares either acquired and held by such non-employee
director, or by any corporation which employs such non-employee
director, or by any partnership in which such non-employee director
is a partner, or by any investment fund managed by any corporation
that employs such non-employee director, or by any investment fund
managed by any partnership in which such non-employee director is a
partner.
o. "OPTION" means an incentive stock option or a nonqualified stock
option granted pursuant to the plan.
p. "OPTION AGREEMENT" means a written agreement entered into between
the company and a recipient which sets out the terms and
restrictions of an option granted to the recipient.
q. "OPTION SHAREHOLDER" shall mean an employee who has exercised his or
her option.
r. "OPTION SHARES" means shares issued upon exercise of an option.
s. "PLAN" means this outsource international, inc. stock incentive
plan, as amended and restated.
t. "RECIPIENT" means an individual who receives an option.
u. "SHARE" means a share of the common stock, as adjusted in accordance
with section 10 of the plan.
v. "SUBSIDIARY" means any corporation 50 percent or more of the voting
securities of which are owned directly or indirectly by the Company
at any time during the existence of this Plan.
3. ADMINISTRATION. This Plan will be administered by the Committee. The
Committee has the exclusive power to select the Recipients of Options
pursuant to this Plan, to establish the terms of the Options granted to
each Recipient, and to make all other determinations necessary or
advisable under the Plan. The Committee has the sole and absolute
discretion
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to determine whether the performance of an Eligible Person warrants an
Option under this Plan, and to determine the size and type of the Option.
The Committee has full and exclusive power to construe and interpret this
Plan, to prescribe, amend, and rescind rul es and regulations relating to
this Plan, and to take all actions necessary or advisable for the Plan's
administration. The Committee, in the exercise of its powers, may correct
any defect or supply any omission, or reconcile any inconsistency in the
Plan, or in any Option Agreement, in the manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective. In
exercising this power, the Committee may retain counsel at the expense of
the Company. The Committee shall also have the power to determine the
duration and purposes of leaves of absence which may be granted to a
Recipient without constituting a termination of the Recipient's
employment for purposes of the Plan. Any determinations made by the
Committee will be final and binding on all persons. A member of the
Committee will not be liable for performing any act or making any
determination in good faith. Notwithstanding the foregoing, the Committee
shall have no discretion with respect to the Options granted to
Non-Employee Directors pursuant to Section 5 of the Plan.
4. SHARES SUBJECT TO PLAN. Subject to the provisions of Section 15 of the
Plan, the maximum aggregate number of Shares that may be subject to
Options under the Plan shall be 1,040,000. If an Option should expire or
become unexercisable for any reason without having been exercised, the
unpurchased Shares that were subject to such Option shall, unless the Plan
has then terminated, be available for other Options under the Plan.
5. NON-EMPLOYEE DIRECTORS' GRANTS. Each Non-Employee Director shall receive
Options as determined under this Section 5 without further action by the
Board.
a. INITIAL OPTIONS. Effective on the Date of Grant described below for
each category of Non-Employee Director, the Company shall grant to
each Non-Employee Director an Option to purchase 9,818 Shares
("Initial Option"):
i. for a Non-Employee Director serving on the Board on September
2, 1997, the Date of Grant of the Initial Option shall be
September 2, 1997.
ii. for a Non-Employee Director elected by the shareholders of
the Company subsequent to September 2, 1997, the Date of
Grant of the Initial Option shall be the earlier of the date
of such Non-Employee Director's election to the Board or the
date on which such Non-Employee Director executes a written
commitment to become a member of the Board;
iii. for a Non-Employee Director appointed by the Board subsequent
to September 2, 1997, the Date of Grant of the Initial Option
shall be the earlier of the date such Non-Employee Director's
appointment to the Board
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becomes effective or the date on which such Non-Employee
Director executes a written commitment to become a member of
the Board.
The exercise price of each Initial Option shall be 100 percent of
the Fair Market Value of the Common Stock on the Date of Grant of
the Initial Option; provided, however, that if the Date of Grant of
an Initial Option occurs prior to the completion of an initial
public offering of the Common Stock, the exercise price of such
Initial Option shall be the Fair Market Value of the Common Stock on
the date the initial public offering begins.
b. FIRST ANNIVERSARY OPTIONS. Effective on the first anniversary of the
Date of Grant of the Initial Option received by a Non-Employee
Director, the Company shall automatically grant to such Non-Employee
Director an Option to purchase 3,273 Shares ("First Anniversary
Option") if such Non-Employee Director owns at least 3,273 Option
Shares or Open Market Shares on the first anniversary of the Date of
Grant of the Initial Option. The exercise price of each First
Anniversary Option shall be 100 percent of the Fair Market Value of
the Common Stock on the Date of Grant of the First Anniversary
Option.
c. SECOND ANNIVERSARY OPTIONS. Effective on the first anniversary of
the Date of Grant of the First Anniversary Option received by a
Non-Employee Director, the Company shall automatically grant to such
Non-Employee Director an Option to purchase 3,273 Shares ("Second
Anniversary Option") if such Non-Employee Director has owned at
least 3,273 Option Shares or Open Market Shares during the entire
12-month period ending on the first anniversary of the Date of Grant
of the First Anniversary Option. The exercise price of each Second
Anniversary Option shall be 100 percent of the Fair Market Value of
the Common Stock on the Date of Grant of the Second Anniversary
Option.
d. THIRD ANNIVERSARY OPTIONS. Effective on the first anniversary of the
Date of Grant of the Second Anniversary Option received by a
Non-Employee Director, the Company shall automatically grant to such
Non-Employee Director an Option to purchase 3,272 Shares ("Third
Anniversary Option") if such Non-Employee Director has owned at
least 3,272 Option Shares or Open Market Shares during the entire
12-month period ending on the first anniversary of the Date of Grant
of the Second Anniversary Option. The exercise price of each Third
Anniversary Option shall be 100 percent of the Fair Market Value of
the Common Stock on the Date of Grant of the Third Anniversary
Option.
e. OPTION REQUIREMENTS. Each Option granted to a Non-Employee Director
pursuant to this Section 5 will satisfy the following requirements:
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i. WRITTEN AGREEMENT. Each Option will be evidenced by an Option
Agreement. The Option Agreement shall include a description of
the substance of each of the requirements in this Section 5
and shall state that the Option is a Nonqualified Stock
Option.
ii. DURATION OF OPTION. One-third of each Initial Option shall
expire on each of the first three anniversaries of the Date
of Grant of the Initial Option. Each First Anniversary
Option, Second Anniversary Option and Third Anniversary
Option shall expire on the third anniversary of its Date of
Grant. If the Recipient's services as a director of the
Company terminate before the third anniversary of the Date of
Grant of an Initial Option granted to such Recipient, the
unexpired and unexercised portion of the Initial Option
granted to such Recipient shall expire on the earlier of the
date stated in this Section 5.e.ii. or the date stated in the
applicable Section 5.e.iv, 5.e.v., or 5.e.vi of the Plan. If
the Recipient's services as a director of the Company
terminate for any reason before the third anniversary of the
Date of Grant of a First Anniversary Option, Second
Anniversary Option or Third Anniversary Option granted to
such Recipient, the unexercised portion of such First
Anniversary Option, Second Anniversary Option or Third
Anniversary Option granted to such Recipient shall expire on
the earlier of the date stated in this Section 5.e.ii. or the
date stated in the applicable Section 5.e.iv., 5.e.v., or
5.e.vi. of the Plan.
iii. VESTING OF OPTION. Each Option shall be 100 percent vested on
the Date of Grant of the Option.
iv. DEATH. In the case of the death of a Recipient prior to the
termination of the Recipient's services as a director of the
Company, the unexpired and unexercised portion of an Option
granted to the Recipient shall expire on the one-year
anniversary of the Recipient's death, or if earlier, the date
specified in Section 5.e.ii. above.
v. DISABILITY. In the case of the total and permanent disability
of a Recipient and a resulting termination of the Recipient's
services as a director of the Company, the unexpired and
unexercised portion of an Option granted to the Recipient
shall expire on the one-year anniversary of the Recipient's
last day of service as a director of the Company, or, if
earlier, the date specified in Section 5.e.ii. above.
vi. TERMINATION OF SERVICE AS A DIRECTOR. If a Recipient's
services as a director of the Company are terminated for any
reason other than death or disability, the unexpired and
unexercised portion of an Option granted to the
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Recipient shall expire 90 days after termination of the
Recipient's services as a director of the Company, or, if
earlier, the date specified in Section 5.e.ii. above.
6. DISCRETIONARY GRANTS. Any Eligible Person that the Committee in its sole
discretion designates is eligible to receive an Option under this Plan.
The Committee's grant of an Option to a Recipient in any year does not
require the Committee to grant an Option such Recipient in any other
year. Furthermore, the Committee may grant different Options to different
Recipients and has full discretion to choose whether to grant Options to
any Eligible Person. The Committee may consider such factors as it deems
pertinent in selecting Recipients and in determining the types and sizes
of their Options. Recipients may include persons to whom stock, stock
options, stock appreciation rights, or other benefits previously were
granted under this or another plan of the Company or any Subsidiary,
whether or not the previously granted benefits have been fully exercised
or vested. Each Option granted to a Recipient under the Plan shall
contain such provisions as the Committee at the Date of Grant shall deem
appropriate. A Recipient's right, if any, to continue to serve the
Company and its Subsidiaries as an officer, Employee, or otherwise will
not be enlarged or otherwise affected by his designation as a Recipient
under this Plan, and such designation will not in any way restrict the
right of the Company or any Subsidiary, as the case may be, to terminate
at any time the employment of any Recipient. Each Option granted to a
Recipient pursuant to this Section 6 will satisfy the following
requirements:
a. WRITTEN AGREEMENT. Each Option will be evidenced by an Option
Agreement. The terms of the Option Agreement need not be identical
for different Recipients. The Option Agreement shall include a
description of the substance of each of the requirements in this
Section 6 with respect to that particular Option.
b. NUMBER OF SHARES. Each Option Agreement shall specify the number of
Shares that may be purchased by exercise of the Option.
c. EXERCISE PRICE. Except as provided in Section 6.j., the exercise
price of each Share subject to an Incentive Stock Option shall equal
the exercise price designated by the Committee on the Date of Grant,
but shall not be less than the Fair Market Value of the Share on the
Incentive Stock Option's Date of Grant. The exercise price of each
Share subject to a Nonqualified Stock Option shall equal the
exercise price designated by the Committee on the Date of Grant.
d. DURATION OF OPTION. Except as provided in Section 6.j., an Incentive
Stock Option granted to an Employee shall expire on the tenth
anniversary of its Date of Grant or, at such earlier date as is set
by the Committee in establishing the terms of the Incentive Stock
Option at grant. Except as provided in Section 6.j., a Nonqualified
Stock Option granted to an Employee shall expire on the tenth
anniversary of its
7
Date of Grant or, at such earlier or later date as is set by the
Committee in establishing the terms of the Nonqualified Stock Option
at grant. If the Recipient's employment with the Company terminates
before the expiration date of an Option granted to the Recipient,
the Option shall expire on the earlier of the date stated in this
subsection or the date stated in following subsections of this
Section 6.
e. VESTING OF OPTION. Each Option Agreement shall specify the vesting
schedule applicable to the Option. The Committee, in its sole and
absolute discretion, may accelerate the vesting of any Option at any
time.
f. DEATH. In the case of the death of a Recipient, an Incentive Stock
Option granted to the Recipient shall expire on the one-year
anniversary of the Recipient's death, or if earlier, the date
specified in Section 6.d. above. During the one-year period
following the Recipient's death, the Incentive Stock Option may be
exercised to the extent it could have been exercised at the time the
Recipient died, subject to any adjustment under Section 15 herein.
In the case of the death of a Recipient, a Nonqualified Stock Option
granted to the Recipient shall expire on the one-year anniversary of
the Recipient's death, or if earlier, the date specified in Section
6.d. above, unless the Committee sets an earlier or later expiration
date in establishing the terms of the Nonqualified Stock Option at
grant or a later expiration date subsequent to the Date of Grant but
prior to the one-year anniversary of the Recipient's death. During
the period beginning on the date of the Recipient's death and ending
on the date the Nonqualified Stock Option expires, the Nonqualified
Stock Option may be exercised to the extent it could have been
exercised at the time the Recipient died, subject to any adjustment
under Section 15 herein.
g. DISABILITY. In the case of the total and permanent disability of a
Recipient and a resulting termination of employment or affiliation
with the Company, an Incentive Stock Option granted to the Recipient
shall expire on the one-year anniversary of the Recipient's last day
of employment, or, if earlier, the date specified in Section 6.d.
above. During the one-year period following the Recipient's
termination of employment or affiliation by reason of disability,
the Incentive Stock Option may be exercised as to the number of
Shares for which it could have been exercised at the time the
Recipient became disabled, subject to any adjustments under Section
15 herein.
In the case of the total and permanent disability of a Recipient and
a resulting termination of employment or affiliation with the
Company, a Nonqualified Stock Option granted to the Recipient shall
expire on the one-year anniversary of the Recipient's last day of
employment, or, if earlier, the date specified in Section 6.d.
above, unless the Committee sets an earlier or later expiration date
8
in establishing the terms of the Nonqualified Stock Option at grant
or a later expiration date subsequent to the Date of Grant but prior
to the one-year anniversary of the Recipient's last day of
employment or affiliation with the Company. During the period
beginning on the date of the Recipient's termination of employment
or affiliation by reason of disability and ending on the date the
Nonqualified Stock Option expires, the Nonqualified Stock Option may
be exercised as to the number of Shares for which it could have been
exercised at the time the Recipient became disabled, subject to any
adjustments under Section 15 herein.
h. RETIREMENT. If the Recipient's employment with the Company
terminates by reason of normal retirement under the Company's normal
retirement policies, an Incentive Stock Option granted to the
Recipient shall expire 90 days after the last day of employment, or,
if earlier, on the date specified in Section 6.d. above. During the
90-day period following the Recipient's normal retirement, the
Incentive Stock Option may be exercised as to the number of Shares
for which it could have been exercised on the retirement date,
subject to any adjustment under Section 15 herein.
If the Recipient's employment with the Company terminates by reason
of normal retirement under the Company's normal retirement policies,
a Nonqualified Stock Option granted to the Recipient shall expire 90
days after the last day of employment, or, if earlier, on the date
specified in Section 6.d. above, unless the Committee sets an
earlier or later expiration date in establishing the terms of the
Nonqualified Stock Option at grant or a later expiration date
subsequent to the Date of Grant but prior to the end of the 90-day
period following the Recipient's normal retirement. During the
period beginning on the date of the Recipient's normal retirement
and ending on the date the Nonqualified Stock Option expires, the
Nonqualified Stock Option may be exercised as to the number of
Shares for which it could have been exercised on the retirement
date, subject to any adjustment under Section 15 herein.
i. TERMINATION OF SERVICE. If the Recipient ceases employment or
affiliation with the Company for any reason other than death,
disability, or retirement (as described above), an Incentive Stock
Option granted to the Recipient shall expire 90 days after the
Recipient's last day of employment or affiliation with the Company,
or, if earlier, on the date specified in Section 6.d. above, unless
the Committee sets an earlier expiration date in establishing the
terms of the Incentive Stock Option at grant. During the 90-day
period following the termination of the Recipient's employment or
affiliation with the Company, the Incentive Stock Option may be
exercised as to the number of Shares for which it could have been
exercised on the date of termination, subject to any adjustment
under Section 15 herein.
If the Recipient ceases employment or affiliation with the Company
9
for any reason other than death, disability, or retirement (as
described above), a Nonqualified Stock Option granted to the
Recipient shall expire 90 days after the Recipient's last day of
employment or affiliation with the Company, or, if earlier, on the
date specified in Section 6.d. above, unless the Committee sets an
earlier or later expiration date in establishing the terms of the
Nonqualified Stock Option at grant or a later expiration date
subsequent to the Date of Grant but prior to the end of the 90-day
period following the Recipient's last day of employment or
affiliation with the Company. During the period following the
termination of the Recipient's employment or affiliation with the
Company, the Nonqualified Stock Option may be exercised as to the
number of Shares for which it could have been exercised on the date
of termination, subject to any adjustment under Section 15 herein.
Notwithstanding any provisions set forth herein or in the Plan, if
the Recipient shall (i) commit any act of malfeasance or wrongdoing
affecting the Company or any parent or subsidiary, (ii) breach any
covenant not to compete or employment agreement with the Company or
any parent or Subsidiary, or (iii) engage in conduct that would
warrant the Recipient's discharge for cause, any unexercised part of
the Option shall lapse immediately upon the earlier of the
occurrence of such event or the last day the Recipient is employed
by the Company.
j. TEN PERCENT SHAREHOLDERS. An Incentive Stock Option granted to an
individual who, on the Date of Grant, owns stock possessing more
than 10 percent of the total combined voting power of all classes of
stock of either the Company or any parent or Subsidiary, shall be
granted at an exercise price of 110 percent of Fair Market Value on
the Date of Grant and shall be exercisable only during the five-year
period immediately following the Date of Grant. In calculating stock
ownership of any person, the attribution rules of Code Section
424(d) will apply. Furthermore, in calculating stock ownership, any
stock that the individual may purchase under outstanding options
will not be considered.
k. MAXIMUM OPTION GRANTS. The aggregate Fair Market Value, determined
on the Date of Grant, of stock in the Company with respect to which
any Incentive Stock Options under the Plan and all other plans of
the Company or its Subsidiaries (within the meaning of Section
422(b) of the Code) may become exercisable by any individual for the
first time in any calendar year shall not exceed $100,000.
7. [RESERVED]
8. CHANGE OF CONTROL. If a Change of Control occurs, the Board may vote to
immediately terminate all Options outstanding under the Plan as of the
date of the Change of Control or may vote to accelerate the expiration of
the Options to the tenth day after the effective date of the Change of
Control. If the Board votes to immediately terminate the Options, it shall
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make a cash payment to the Recipient equal to the difference between the
Exercise Price and the Fair Market Value of the Shares that would have been
subject to the terminated Option on the date of the Change of Control.
9. CONDITIONS REQUIRED FOR EXERCISE. Options granted to Recipients under the
Plan shall be exercisable only to the extent they are vested according to
the terms of the Option Agreement. Furthermore, Options granted to
Employees under the Plan shall be exercisable only if the issuance of
Shares pursuant to the exercise would be in compliance with applicable
securities laws, as contemplated by Section 14 of the Plan. Each Option
Agreement shall specify any additional conditions required for the
exercise of the Option.
10. METHOD OF EXERCISE. An Option granted under this Plan shall be deemed
exercised when the person entitled to exercise the Option (i) delivers
written notice to the President of the Company (or his delegate, in his
absence) of the decision to exercise, (ii) concurrently tenders to the
Company full payment for the Shares to be purchased pursuant to the
exercise, and (iii) complies with such other reasonable requirements as
the Committee establishes pursuant to Section 14 of the Plan. Payment for
Shares with respect to which an Option is exercised may be made in cash,
or by certified check, or wholly or partially in the form of Common Stock
having a Fair Market Value equal to the exercise price, or by delivery of
a notice instructing the Company to deliver the shares being purchased to
a broker subject to the broker's delivery of cash to the Company equal to
the purchase price. No person will have the rights of a shareholder with
respect to Shares subject to an Option granted under this Plan until a
certificate or certificates for the Shares have been delivered to him. A
partial exercise of an Option will not affect the holder's right to
exercise the Option from time to time in accordance with this Plan as to
the remaining Shares subject to the Option.
11. LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may, in its discretion
and subject to the requirements of applicable law, recommend to the
Company that it lend the Recipient the funds needed by the Recipient to
exercise an Option. The Recipient shall make application to the Company
for the loan, completing the forms and providing the information required
by the Company. The loan shall be secured by such collateral and be
subject to such repayment terms and interest rate as the Company may
require, subject to its underwriting requirements and the requirements of
applicable law. The Recipient shall execute a Promissory Note and any
other documents deemed necessary by the Committee.
12. DESIGNATION OF BENEFICIARY. Each Recipient shall designate, in the Option
Agreement he executes, a beneficiary to receive Options awarded hereunder
in the event of his death prior to full exercise of such Options;
provided, that if no such beneficiary is designated or if the beneficiary
so designated does not survive the Recipient, the estate of such Recipient
shall be deemed to be his beneficiary. Recipients may, by written notice
to the Committee, change the beneficiary designated in any outstanding
Option Agreements.
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13. TRANSFERABILITY OF OPTION.
a. NONQUALIFIED STOCK OPTION. To the extent permitted by tax,
securities or other applicable laws to which the Company, the Plan,
Recipients or Eligible Persons are subject, a Recipient of a
Nonqualified Stock Option may transfer such Option to (i) the
Recipient's spouse, child, grandchild or parent, (ii) a trust for
the benefit of the Recipient's spouse, child, grandchild or parent,
or (iii) a partnership whose partners consist solely of the
Recipient's spouse, child, grandchild or parent, unless provided
otherwise by the Committee in establishing the terms of such Option
at the Date of Grant.
b. INCENTIVE STOCK OPTION. An Incentive Stock Option granted under this
Plan is not transferable except by will or the laws of descent and
distribution. During the lifetime of the Recipient, all rights of
the Incentive Stock Option are exercisable only by the Recipient.
This Section 13.b. shall apply to an Incentive Stock Option granted
under the Plan only so long as Code Section 422 (or a successor Code
provision) requires application of this restriction on
transferability. In the event that this Section 13.b. no longer
applies to an Incentive Stock Option granted under this Plan, such
Option shall be subject to Section 13.a. of the Plan.
14. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES; LEGENDS. The
Company shall have the right to withhold from payments otherwise due and
owing to the Recipient (or his beneficiary) or to require the Recipient
(or his beneficiary) to remit to the Company in cash upon demand an amount
sufficient to satisfy any federal (including FICA and FUTA amounts),
state, and/or local withholding tax requirements at the time the Recipient
(or his beneficiary) recognizes income for federal, state, and/or local
tax purposes with respect to any Option under this Plan.
Options can be granted, and Shares can be delivered under this Plan, only
in compliance with all applicable federal and state laws and regulations
and the rules of all stock exchanges on which the Company's stock is
listed at any time. An Option is exercisable only if either (i) a
registration statement pertaining to the Shares to be issued upon exercise
of the Option has been filed with and declared effective by the Securities
and Exchange Commission and remains effective on the date of exercise, or
(ii) an exemption from the registration requirements of applicable
securities laws is available. This Plan does not require the Company,
however, to file such a registration statement or to assure the
availability of such exemptions. Any certificate issued to evidence Shares
issued under the Plan may bear such legends and statements, and shall be
subject to such transfer restrictions, as the Committee deems advisable to
assure compliance with federal and state laws and regulations and with the
requirements of this Section. No Option may be exercised, and Shares may
not be issued under this Plan, until the Company has obtained the consent
or approval of every regulatory body, federal or state, having
jurisdiction over such matters as the Committee deems advisable.
Each person who acquires the right to exercise an Option may be required
by the Committee to furnish reasonable evidence of ownership of the Option
as a condition to his exercise of the Option. In addition, the Committee
may require such consents and releases of taxing authorities as the
Committee deems advisable.
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With respect to persons subject to Section 16 of the Securities Exchange
Act of 1934 ("1934 Act"), transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 under the 1934 Act, as
such Rule may be amended from time to time, or its successor under the
1934 Act. To the extent any provision of the Plan or action by the Plan
administrators fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Plan
administrators.
15. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange
of shares, stock split, stock dividend, rights offering, or other
expansion or contraction of the Common Stock of the Company occurs, the
number and class of Shares for which Options are authorized to be granted
under this Plan, the number and class of Shares then subject to Options
previously granted to Employees under this Plan, and the price per Share
payable upon exercise of each Option outstanding under this Plan shall be
equitably adjusted by the Committee to reflect such changes. To the extent
deemed equitable and appropriate by the Board, subject to any required
action by shareholders, in any merger, consolidation, reorganization,
liquidation or dissolution, any Option granted under the Plan shall
pertain to the securities and other property to which a holder of the
number of Shares of stock covered by the Option would have been entitled
to receive in connection with such event.
16. LIABILITY OF THE COMPANY. The Company, its parent and any Subsidiary that
is in existence or hereafter comes into existence shall not be liable to
any person for any tax consequences incurred by a Recipient or other
person with respect to an Option.
17. AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend, or
terminate this Plan from time to time without approval of the shareholders
of the Company. The Board may, however, condition any amendment on the
approval of the shareholders of the Company if such approval is necessary
or advisable with respect to tax, securities or other applicable laws to
which the Company, the Plan, Recipients or Eligible Persons are subject.
Any amendment, whether with or without the approval of shareholders of the
Company, that alters the terms or provisions of an Option granted before
the amendment (unless the alteration is expressly permitted under this
Plan) will be effective only with the consent of the Recipient to whom the
Option was granted or the holder currently entitled to exercise it.
18. EXPENSES OF PLAN. The Company shall bear the expenses of administering the
Plan.
19. DURATION OF PLAN. Options may be granted under this Plan only during the
10-year period ending December 22, 2005.
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20. APPLICABLE LAW. The validity, interpretation, and enforcement of this Plan
are governed in all respects by the laws of Florida and the United States
of America.
21. EFFECTIVE DATE. Except as otherwise provided in this Section 21, the
effective date of this Plan, as amended and restated, shall be September
2, 1997. Section 7 of this Plan, as amended and restated, shall be
effective October 24, 1997, and the corresponding prior provision of the
Plan shall apply before October 24, 1997.
Adopted by the Board on January 23, 1998 (original Plan adopted by the Board on
December 22, 1995; amendment adopted by the Board on February 18, 1997).
Approved by the Shareholders on _______________________ (original Plan approved
by the Shareholders on December 22, 1995; amendment approved by the Shareholders
on April 15, 1997).