EXHIBIT 10.23
SPECTRUM LABORATORIES, INC.
2000 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Spectrum Laboratories, Inc. 2000 Stock
Option Plan (The "Plan") is to provide a means whereby Spectrum Laboratories,
Inc. ("SLI") and its subsidiaries (collectively, the "Company") may, through the
grant of options to purchase shares of common stock of SLI, attract and retain
persons of ability to serve as key employees, members of the Board of Directors,
and consultants and motivate such individuals to exert their best efforts on
behalf of the Company.
2.SHARES SUBJECT TO THE PLAN. Options may be granted by SLI from time
to time to eligible individuals to purchase an aggregate of 300,000 shares of
common stock, $.01 par value, of SLI (the "Common Stock") and 300,000 of such
shares shall be reserved for issuance upon exercise of options granted under the
Plan (subject to adjustment as provided in Section 5(h)).
3. ELIGIBILITY. Options may be granted under the Plan to employees of
the Company, including officers, who are designated as key employees by the
Committee (as defined in Section 4). Members of the Board of Directors and
consultants of the Company selected by the Committee shall also be eligible to
receive options under the Plan.
4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee of disinterested persons appointed by the Board of Directors of SLI as
constituted from time to time (the "Committee"). The Committee shall consist of
at least two members of the Board of Directors chosen by the Board. During the
one year prior to commencement of service of the Committee, Committee members
will not have participated in, and while serving, such members shall not be
eligible for selection as a person to whom stock may be allocated or to whom
stock options or stock appreciation rights may be granted under the Plan or any
other discretionary plan of the Company under which participants are entitled to
acquire stock, stock options or stock appreciation rights of the Company.
Subject to provisions of the Plan, the Committee shall have the
authority to:
(a) determine and designate from time to time those eligible
individuals to whom options are to be granted and the number of shares to be
optioned to each individual: provided, however, that no option shall be granted
after the expiration of the period of ten years from the effective date of the
Plan specified in Section 10;
(B) determine the time or times and the manner in which each option
shall be exercisable and the duration of the exercise period;
(c) extend the term of any option (including extension by reason of any
optionee's death, permanent disability or retirement; and
(d) issue options under the Plan either as incentive stock options in
accordance with the requirements of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or as nonstatutory options.
The Committee may interpret the Plan, prescribe, amend and rescind any
rules and regulations necessary or appropriate for the administration of the
Plan, and make such other
determinations to take such other actions as it deems necessary or advisable.
Any interpretation, determination or other action made or taken by the Committee
shall be final, binding and conclusive.
5. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan
shall be evidenced by an option agreement in form approved by the Committee from
time to time, which the option thereunder is granted and shall provide that the
option shall be subject to the following express terms and conditions and to
such other terms and conditions as the Committee may deem appropriate from time
to time:
(a) OPTION PERIOD. Each option agreement shall specify the period for
which the option thereunder is granted and shall provide that the option shall
expire at the end of such period. No option granted under the Plan may be
exercisable after the expiration of ten years from the date of the option is
granted; provided, however, that any incentive option granted to any person then
owning more than 10 percent of the voting power of all classes of stock of (i)
SLI, or (ii) any subsidiary of SLI, shall not be exercisable after the
expiration of five years from the date such option is granted.
(b) OPTION PRICE. The option price per share shall be determined by
the Committee at the time any option is granted, and shall be not less than the
fair market value of a share of Common Stock on the date the option is granted,
as determined by the Committee.
(c) EXERCISE OF OPTION.
(1) In the case of an optionee who is an employee, no part of
any option may be exercised until the optionee shall have remained in
the employ of the Company for such period after the date on which the
option is granted as the Committee may specify in the option
agreement, and until such other conditions as specified in the option
agreement shall have been satisfied. Subject in each case to the
provisions of paragraphs (a) through (c) and (e) of the Section 5, any
option may be exercised, to the extent exercisable by its terms, at
such time or times as may be determined by the Committee at the time
of the grant.
(2) In the case of an optionee who is a Member of the Board
of Directors or a consultant, the Committee may specify in the option
agreement any requirements as to the period of time after the grant of
the option that the optionee is required to be a member of the Board
of Directors or a consultant to the Company or other conditions which
shall be satisfied before the option is exercisable, in whole or in
part. Any option may be exercised to the extent exercisable by its
terms, at such time or times as may be determined by the Committee at
the time of grant. The option agreement may also specify, among other
things, the extent to which the option is exercisable in the event of
the death or disability of the optionee, by whom the option is
exercisable, and the requirements for exercise of the option in either
of such events.
(d) PAYMENT OF PURCHASE PRICE UPON EXERCISE. The purchase price of the
shares as to which an option shall be exercised shall be paid to the Company in
full at the time of exercise.
(e) TERMINATION OF EMPLOYMENT. Any option agreement with an employee
under this Plan shall provide that:
(1) If prior to the expiration date of the option (the "expiration
date"), the employee shall for any reason whatsoever, other than (i) his
permanent and disability as defined in (2) below, or (ii) his death, cease to be
employed by the Company, any unexercised portion of the option granted shall
expire at the end of three months after termination of such employment, and
during such three month period the employee may exercise all or part of the then
unexercised portion of the option to the extent exercisable by its terms on the
date of such termination of employment;
(2) If prior to the expiration date, the employee shall become
permanently and totally disabled (within the meaning of Section
22(e)(3) of the code), any unexercised portion of the option shall
expire at the end of twelve months after termination of employment
from the Company due to such permanent and total disability, then
unexercised portion of the option which shall become immediately
exercise all or part of the then unexercised portion of the option
which shall become immediately exercisable on the date of such
employee's death. Nothing in (1), (2) or (3) shall extend the time for
exercising any option granted pursuant to the Plan beyond the
expiration date.
(f) TRANSFERABILITY OF OPTIONS. No option granted under the Plan and
no right arising under any such option shall be transferable other than by will
or by the laws of descent and distribution. During the lifetime of the optionee
an option shall be exercisable only by such optionee.
(g) INVESTMENT REPRESENTATION. Each option agreement may contain an
undertaking that, upon demand by the Committee for such a representation, the
optionee (or any person acting under Section 5(e)) shall deliver to the
Committee at the time of any exercise of an option a written representation that
the shares to be acquired upon such exercise are to be acquired for investment
and not for resale or with a view to the distribution thereof. Upon such demand,
delivery of such representation prior to the delivery of any shares issued upon
exercise of an option and prior to the expiration of the option period shall be
a condition precedent to the right of the optionee of such other person to
purchase any shares.
(h) ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK. In the event of
any change in the Common Stock by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or rights offering to purchase shares of Common Stock at
a price substantially below fair market value, or of any similar change
affecting the Common Stock, the number and kind of shares which thereafter may
be optioned and sold under the Plan and the number and kind of shares subject to
option in outstanding option agreements and the purchase price per share thereof
shall be appropriately adjusted consistent with such change in such manner as
the Committee may deem equitable to prevent substantial dilution or enlargement
of the rights granted to, or available for, participants in the Plan.
(i) OPTIONEES TO HAVE NO RIGHTS AS STOCKHOLDERS. No optionee shall have
any rights as a stockholder with respect to any shares subject to option prior
to the date or which such optionee is recorded as the holder of such shares on
the records of the Company.
(j) PLAN AND OPTION NOT TO CONFER RIGHTS WITH RESPECT TO CONTINUANCE
OF EMPLOYMENT. The Plan and any option granted under the Plan shall not confer
upon any optionee any right with respect to continuance of employment by the
Company, nor shall they interfere in any way with the right of the Company to
terminate such optionee's employment at any time.
6. LIMITATIONS. Incentive stock options shall not be granted under the
Plan which first become exercisable in any calendar year and which permit the
optionee to purchase shares of the Company having an aggregate value in excess
of $100,000, determined at the time of the grant of options. No optionee may
exercise incentive stock options during a calendar year for the purchase of
shares having an aggregate fair market value (determined at the time of the
grant of the options) exceeding $100,000, except and to the extent that such
options were first exercisable receding calendar years.
7. PURCHASE PRICE. The purchase price for a share of the stock subject
to any option granted hereunder shall be not be less that the fair market value
of the stock on the date of the grant of the option, said fair market value to
be determined in good faith at the time of grant of such option by decision of
the committee; provided, however, that in the case of an incentive option
granted to any person then owning more that 10 percent of the voting power of
all classes of stock of (i) SLI, or (ii) any subsidiary of SLI, the purchase
price per share of the stock subject to option shall be not less than 110
percent of the fair market value of the stock on the date of the grant of the
option, determined in good faith as aforesaid.
8. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver shares upon exercise of such options, shall be subject to all applicable
federal, state and other laws, including, without limitations, any withholdings
tax requirements, rules and regulations and to such approvals by any government
or regulatory agency as may be required. the Company shall not be required to
issue or deliver any certificates representing shares of Common Stock prior to
(i) the collection of an amount from the optionee sufficient to satisfy any
withholding tax requirements; (ii) the listing of such shares on any stock
exchange or other regulated market on which the Common Stock may then be listed;
(iii) the completion of any registration or qualification of such shares under
any federal, state or other law, or any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable.
9. AMENDMENT OR DISCONTINUANCE OF THE PLAN. The Board of Directors of
the Company may at any time amend, suspend or terminate the Plan; provided,
however, that subject to the provisions of Section 5(h), no action of the Board
may (i) increase the number of shares reserved for issuance upon exercise of
options pursuant to Section 2, or (ii) permit the granting of any option at an
option price less than that determined in accordance with Section 5(b). Without
the written consent of an optionee, no amendment, discontinuance or termination
of the Plan shall alter or impair any option previously granted to him under the
Plan.
10. EFFECTIVE DATE OF THE PLAN AND JURISDICTION. The effective date of
the Plan shall be the date of its adoption by the Board of Directors, subject to
its approval by the stockholders of SLI within twelve months of the date of its
adoption. Not withstanding the foregoing, if the Plan shall have been approved
by the Board prior to such stockholder approval, options may he granted by the
Committee as provided herein subject to such subsequent stockholder approval.
This Plan shall be governed by the internal laws of the State of Delaware.
11. NAME. The Plan shall be known as the "Spectrum Laboratories, Inc.
2000 Stock Option Plan".