EXHIBIT 10.20
ALLIS-CHALMERS CORPORATION
2002 INCENTIVE STOCK PLAN
1. PURPOSE. The purpose of the Allis-Chalmers Corporation ("Corporation")
Incentive Stock Plan (the "Plan") is to encourage key employees, directors and
service providers of the Corporation and such subsidiaries of the Corporation as
the Administrator designates to acquire common stock of the Corporation (the
"Common Stock") or to receive monetary payments based on the value of such stock
or based upon achieving certain goals on a basis mutually advantageous to such
individuals and the Corporation and thus provide an incentive to contribute to
the success of the Corporation and align the interests of key employees,
directors and service providers with the interests of the shareholders of the
Corporation.
2. ADMINISTRATION. The Plan shall be administered by a committee of two or more
directors, which the board of directors of the Corporation shall appoint (the
"Administrator"). The directors appointed to such committee shall be
disinterested persons as defined in Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 ("Exchange Act") or any successor regulations.
The authority to select persons eligible to participate in the Plan, to grant
Benefits in accordance with the Plan, and to establish the timing, pricing,
amount and other terms and conditions of such grants (which need not be uniform
with respect to the various Participants or with respect to different grants to
the same Participant), may be exercised by the Administrator in its sole
discretion.
Subject to the provisions of the Plan, the Administrator shall have exclusive
authority to interpret and administer the Plan, to establish appropriate rules
relating to the Plan, to delegate some or all of its authority under the Plan
and to take all such steps and make all such determinations in connection with
the Plan and the Benefits granted pursuant to the Plan as it may deem necessary
or advisable.
The Board of Directors in its discretion may delegate and assign specified
duties and authority of the Administrator to any other committee and retain
other duties and authority. Also, the Board of Directors in its discretion may
appoint a separate committee of outside directors to make awards that satisfy
the requirements of Section 162(m) of the Internal Revenue Code.
3. SHARES RESERVED UNDER THE PLAN. Subject to the provisions of Section 12
(relating to adjustment for changes in capital stock) the maximum number of
shares that may be issued under this Plan shall not exceed the lesser of 10% of
the common stock outstanding from time to time and 2,500,000 shares of Common
Stock, which may be authorized but unissued or treasury shares.
As used in this Section 3, the term Plan Maximum shall refer to the number of
shares of Common Stock that are available for grant of awards pursuant to the
Plan. Stock underlying outstanding options, stock appreciation rights, or
performance awards will reduce the Plan Maximum while such options, stock
appreciation rights or performance awards are outstanding. Shares underlying
expired, canceled or forfeited options, stock appreciation rights or performance
awards shall be added back to the Plan Maximum. When the exercise price of stock
options is paid by delivery of shares of Common Stock, or if the Administrator
approves the withholding of shares from a distribution in payment of the
exercise price, the Plan Maximum shall be reduced by the net (rather than the
gross) number of shares issued pursuant to such exercise, regardless of the
number of shares surrendered or withheld in payment. If the Administrator
approves the payment of cash to an optionee equal to the difference between the
fair market value and the exercise price of stock subject to an option, or if a
stock appreciation right is exercised for cash or a performance award is paid in
cash the Plan Maximum shall be increased by the number of shares with respect to
which such payment is applicable. Restricted stock issued pursuant to the Plan
will reduce the Plan Maximum while outstanding even while subject to
restrictions. Shares of restricted stock shall be added back to the Plan Maximum
if such restricted stock is forfeited.
4. PARTICIPANTS. Participants will consist of such officers, key employees,
directors and service providers of the Corporation or any designated subsidiary
as the Administrator in its sole discretion shall determine. Designation of a
Participant in any year shall not require the Administrator to designate such
person to receive a Benefit in any other year or to receive the same type or
amount of Benefit as granted to the Participant in any other year or as granted
to any other Participant in any year. The Administrator shall consider such
factors as it deems pertinent in selecting Participants and in determining the
type and amount of their respective Benefits.
5. TYPES OF BENEFITS. The following Benefits may be granted under the Plan: (a)
stock appreciation rights ("SARs"); (b) restricted stock ("Restricted Stock");
(c) performance awards ("Performance Awards"); (d) incentive stock options
("ISOs"); (e) nonqualified stock options ("NQSOs"); and (f) Stock Units, all as
described below ("Benefits").
The Administrator may (a) award Benefits in the alternative so that acceptance
of or exercise of one Benefit cancels the right of a Participant to another and
(b) award Benefits in any combination or combinations and subject to any
condition or conditions consistent with the terms of the Plan that the
Administrator in its sole discretion shall determine.
6. STOCK APPRECIATION RIGHTS. A SAR is the right to receive all or a portion of
the difference between the fair market value of a share of Common Stock at the
time of exercise of the SAR and the exercise price of the SAR established by the
Administrator, subject to such terms and conditions set forth in a SAR agreement
as may be established by the Administrator in its sole discretion. At the
discretion of the Administrator, SARs may be exercised (a) in lieu of exercise
of an option, (b) in conjunction with the exercise of an option, (c) upon lapse
of an option, (d) independent of an option or (e) each of the above in
connection with a previously awarded option under the Plan. If the option
referred to in (a), (b) or (c) above qualified as an ISO pursuant to Section 422
of the Internal Revenue Code of 1986 (Code), the related SAR shall comply with
the applicable provisions of the Code and the regulations issued thereunder. At
the time of grant, the Administrator may establish, in its sole discretion, a
maximum amount per share which will be payable upon exercise of a SAR, and may
impose conditions on exercise of a SAR. At the discretion of the Administrator,
payment for SARs may be made in cash or shares of Common Stock, or in a
combination thereof. SARs will be exercisable not later than ten years after the
date they are granted and will expire in accordance with the terms established
by the Administrator.
7. RESTRICTED STOCK. Restricted Stock is Common Stock issued or transferred
under the Plan (other than upon exercise of stock options or as Performance
Awards) at any purchase price less than the fair market value thereof on the
date of issuance or transfer, or as a bonus, subject to such terms and
conditions set forth in a Restricted Stock agreement as may be established by
the Administrator in its sole discretion. In the case of any Restricted Stock:
(a) The purchase price, if any, will be determined by the Administrator.
(b) The period of restriction shall be established by the Administrator for any
grants of Restricted Stock;
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(c) Restricted Stock may be subject to (i) restrictions on the sale or other
disposition thereof; (ii) rights of the Corporation to reacquire such Restricted
Stock at the purchase price, if any, originally paid therefor upon termination
of the employee's employment within specified periods; (iii) representation by
the recipient that he or she intends to acquire Restricted Stock for investment
and not for resale; and (iv) such other restrictions, conditions and terms as
the Administrator deems appropriate.
(d) The Participant shall be entitled to all dividends paid with respect to
Restricted Stock during the period of restriction and shall not be required to
return any such dividends to the Corporation in the event of the forfeiture of
the Restricted Stock.
(e) The Participant shall be entitled to vote the Restricted Stock during the
period of restriction.
(f) The Administrator shall determine whether Restricted Stock is to be
delivered to the Participant with an appropriate legend imprinted on the
certificate or if the shares are to be issued in the name of a nominee or
deposited in escrow pending removal of the restrictions.
8. PERFORMANCE AWARDS. Performance Awards are Common Stock, monetary units or
some combination thereof, to be issued without any payment therefor, in the
event that certain performance goals established by the Administrator are
achieved over a period of time designated by the Administrator, but not in any
event more than five years. The goals established by the Administrator may
include return on average total capital employed, earnings per share, increases
in share price or such other goals as may be established by the Administrator.
In the event the minimum corporate goal is not achieved at the conclusion of the
period, no payment shall be made to the Participant. Actual payment of the award
earned shall be in cash or in Common Stock or in a combination of both, as the
Administrator in its sole discretion determines. If Common Stock is used, the
Participant shall not have the right to vote and receive dividends until the
goals are achieved and the actual shares are issued.
9. INCENTIVE STOCK OPTIONS. ISOs are stock options to purchase shares of Common
Stock at not less than 100% of the fair market value of the shares on the date
the option is granted (110% if the optionee owns stock possessing more than 10%
of the combined voting power of all owners of stock of the Corporation or a
subsidiary), subject to such terms and conditions set forth in an option
agreement as may be established by the Administrator in its sole discretion that
conform to the requirements of Section 422 of the Code. Said purchase price may
be paid (a) by check or (b), in the discretion of the Administrator, by the
delivery of shares of Common Stock then owned by the Participant, or (c), in the
discretion of the Administrator, by a combination of any of the foregoing, in
the manner provided in the option agreement. The aggregate fair market value
(determined as of the time an option is granted) of the stock with respect to
which ISOs are exercisable for the first time by an optionee during any calendar
year (under all option plans of the Corporation and its subsidiary corporations)
shall not exceed $100,000.00 or such other maximum applicable to ISOs as may be
in effect from time to time under the Code. ISOs shall be granted only to
employees of the Corporation and designated subsidiaries. The maximum term of an
ISO shall be ten years from the date it was granted (five years if the optionee
owns more than 10% of the total combined voting power of all classes of stock of
the Corporation or a subsidiary). No ISO shall be awarded after the date
preceding the tenth anniversary of the effective date of the Plan.
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10. NONQUALIFIED STOCK OPTIONS. NQSOs are nonqualified stock options to purchase
shares of Common Stock at purchase prices established by the Administrator on
the date the options are granted, subject to such terms and conditions set forth
in an option agreement as may be established by the Administrator in its sole
discretion. The purchase price may be paid (a) by check or (b), in the
discretion of the Administrator, by the delivery of shares of Common Stock then
owned by the Participant, or (c), in the discretion of the Administrator, by a
combination of any of the foregoing, in the manner provided in the option
agreement. NQSOs shall be exercisable no later than ten years after the date
they are granted.
11. STOCK UNITS. A Stock Unit represents the right to receive a share of Common
Stock from the Corporation at a designated time in the future, subject to such
terms and conditions set forth in a Stock Unit agreement as may be established
by the Administrator in its sole discretion. The Participant generally does not
have the rights of a shareholder until receipt of the Common Stock. The
Administrator may in its discretion provide for payments in cash, or adjustment
in the number of Stock Units, equivalent to the dividends the Participant would
have received if the Participant had been the owner of shares of Common Stock
instead of the Stock Units.
12. ADJUSTMENT PROVISIONS.
(a) If the Corporation shall at any time change the number of issued shares of
Common Stock without new consideration to the Corporation (such as by stock
dividends or stock splits), the total number of shares reserved for issuance
under this Plan and the number of shares covered by each outstanding Benefit
shall be adjusted so that the aggregate consideration payable to the
Corporation, if any, and the value of each such Benefit shall not be changed.
Benefits may also contain provisions for their continuation or for other
equitable adjustments after changes in the Common Stock resulting from
reorganization, sale, merger, consolidation, issuance of stock rights or
warrants, or similar occurrence.
(b) Notwithstanding any other provision of this Plan, and without affecting the
number of shares reserved or available hereunder, the Board of Directors may
authorize the issuance or assumption of Benefits in connection with any merger,
consolidation, acquisition of property or stock, or reorganization upon such
terms and conditions as it may deem appropriate.
13. CHANGE IN CONTROL. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change in Control of the Corporation, as defined
below, all outstanding SARs, ISOs and NQSOs shall be immediately fully vested
and exercisable and any restrictions on Restricted Stock issued under the Plan
shall lapse.
Change in Control means:
(a) The acquisition on or after March 6, 2003 by any individual, entity or
group, or a Person (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) other than an Excluded Person (as defined below), of
ownership of more than 50% of either: (i) the then outstanding shares of
Common Stock ("Outstanding Common Stock"); or (ii) the combined voting
power of the then outstanding voting securities of the Corporation entitled
to vote generally in the election of directors ("Outstanding Voting
Securities");
(b) Individuals who, as of the date of approval of the Plan by the Board of
Directors of the Corporation, constitute the Board of Directors of the
Corporation ("Incumbent Board") cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Corporation's stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent
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Board, but excluding, as a member of the Incumbent Board, any such
individual whose initial assumption of office occurs as a result of either
an actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board; or
(c) Approval by the stockholders of the Corporation of a reorganization,
merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (i) more than 50% of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or consolidation and
the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Corporation Common Stock and Outstanding Corporation
Voting Securities immediately prior to such reorganization, merger or
consolidation, in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or consolidation of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be, or at least a majority of the members of
the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent Board
at the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(d) Approval by the stockholders of the Corporation of (i) a complete
liquidation or dissolution of the Corporation or (ii) the sale or other
disposition of all or substantially all of the assets of the Corporation,
other than to a corporation, with respect to which following such sale or
other disposition, (1) more than 50% of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled to vote
generally in the election for directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities
immediately prior to such sale or other disposition in substantially the
same proportion as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be,or (2) at least a
majority of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other
disposition of assets of the Corporation.
Excluded Person means any Person who beneficially owns more than 10% of the
outstanding shares of the Corporation on the date hereof or at any time prior to
the first anniversary of the adoption of this plan.
14. NONTRANSFERABILITY. Each Benefit granted under the Plan shall not be
transferable otherwise than by will or the laws of descent and distribution;
provided, however, NQSOs granted under the Plan may be transferred, without
consideration, to a Permitted Transferee (as defined below). Benefits granted
under the Plan shall be exercisable, during the Participant's lifetime, only by
the Participant or a Permitted Transferee. In the event of the death of a
Participant, exercise or payment shall be made only:
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(a) By or to the Permitted Transferee, executor or administrator of the estate
of the deceased Participant or the person or persons to whom the deceased
Participant's rights under the Benefit shall pass by will or the laws of descent
and distribution; and
(b) To the extent that the deceased Participant or the Permitted Transferee, as
the case may be, was entitled thereto at the date of his death.
For purposes of this Section 14, Permitted Transferee shall include (i) one or
more members of the Participant's family, (ii) one or more trusts for the
benefit of the Participant and/or one or more members of the Participant's
family, or (iii) one or more partnerships (general or limited), corporations,
limited liability companies or other entities in which the aggregate interests
of the Participant and members of the Participant's family exceed 80% of all
interests. For this purpose, the Participant's family shall include only the
Participant's spouse, children and grandchildren.
15. TAXES. The Corporation shall be entitled to withhold the amount of any tax
attributable to any amounts payable or shares deliverable under the Plan after
giving the person entitled to receive such payment or delivery notice as far in
advance as practicable, and the Corporation may defer making payment or delivery
as to any Benefit if any such tax is payable until indemnified to its
satisfaction. The person entitled to any such delivery may, by notice to the
Corporation at the time the requirement for such delivery is first established,
elect to have such withholding satisfied by a reduction of the number of shares
otherwise so deliverable, such reduction to be calculated based on a closing
market price on the date of such notice.
16. TENURE. A Participant's right, if any, to continue to serve the Corporation
and its subsidiaries as an officer, employee, or otherwise, shall not be
enlarged or otherwise affected by his or her designation as a Participant under
the Plan.
17. RULES OF CONSTRUCTION. The terms of the Plan shall be constructed in
accordance with the laws of the State of Delaware; provided that the terms of
the Plan as they relate to ISOs shall be construed first in accordance with the
meaning under and in a manner that will result in the Plan satisfying the
requirements of the provisions of the Code governing incentive stock options.
18. DURATION, AMENDMENT AND TERMINATION. No Benefit shall be granted more than
ten years after the date of adoption of this Plan; provided, however, that the
terms and conditions applicable to any Benefit granted within such period may
thereafter be amended or modified by mutual agreement between the Corporation
and the Participant or such other person as may then have an interest therein.
Also, by mutual agreement between the Corporation and a Participant hereunder,
stock options or other Benefits may be granted to such Participant in
substitution and exchange for, and in cancellation of, any Benefits previously
granted such Participant under this Plan.
The Board of Directors may amend the Plan from time to time or terminate the
Plan at any time. However, no action authorized by this paragraph shall reduce
the amount of any existing Benefit or change the terms and conditions thereof
without the Participant's consent. No amendment of the Plan shall, without
approval of the stockholders of the Corporation, (a) increase the total number
of shares which may be issued under the Plan or increase the amount or type of
Benefits that may be granted under the Plan; or (b) modify the requirements as
to eligibility for Benefits under the Plan.
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19. EFFECTIVE DATE. This Plan shall become effective as of the date it is
adopted by the Board of Directors of the Corporation subject only to approval by
the holders of a majority of the outstanding voting stock of the Corporation
within twelve months before or after the adoption of the Plan by the Board of
Directors. In the event that the shareholders fail to approve the Plan within
twelve (12) months after its adoption by the Board, any grants made pursuant to
the Plan or sales of Option Shares that have already occurred shall be
rescinded, and no additional grants, sales or awards shall be made thereafter
under the Plan.
The undersigned hereby certifies that this Plan was adopted by the Board of
Directors of the Corporation at its meeting on March 6, 2002.
By: /S/ Munawar H. Hidayatallah
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Munawar H. Hidayatallah, President
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