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Exhibit 10.13
MEDVEST HOLDINGS CORPORATION
2001 STOCK OPTION PLAN
1.00 PURPOSE
This Plan is intended to foster and promote the long-term financial success of
the Company and to materially increase shareholder value by providing for the
acquisition of an ownership interest in the Company by Employees and Eligible
Directors, and enabling the Company to attract and retain the services of
outstanding Employees and Eligible Directors upon whose judgment, interest and
special efforts the successful conduct of the Company's operations is largely
dependent.
2.00 DEFINITIONS
When used in this Plan, the following terms will have the meanings given to them
in this section unless another meaning is expressly provided elsewhere in this
document. When applying these definitions, the form of any term or word will
include any of its other forms.
2.01 ACT. The Securities Exchange Act of 1934, as amended.
2.02 AWARD. Any Option issued under the Plan.
2.03 BOARD. The Company's Board of Directors.
2.04 CHANGE IN CONTROL. The date on which the earliest of the following
events occurs after the Effective Date:
[1] Any "person," including a "group" [as used in Act Sections 13(d)
and 14(d)(2) but excluding the Company, any of its Subsidiaries or any
"person" who immediately before the Effective Date is a "beneficial
owner," as defined in Rule 13(d)(3) of the Act] becomes the
"beneficial owner" [as defined in Rule 13(d)(3) under the Act],
directly or indirectly, of securities of the Company representing more
than 50 percent of the combined voting power of the Company's then
outstanding securities. However, a Change in Control under this
section will be determined without regard to:
[a] Any acquisition by or through an employee benefit plan
maintained by the Company or any Subsidiary;
[b] Any acquisition through a stock option plan (including this
Plan) maintained by the Company or any Subsidiary;
[c] Any acquisition through inheritance, gift, bequest or by
operation of law on the death of an individual or by distribution
from a trust in existence on the Effective Date; or
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[d] The redemption of Stock by the Company or the acquisition of
Stock by any Subsidiary.
[2] The Company's shareholders approve a definitive agreement:
[a] To merge or consolidate the Company with or into another
corporation in which the Company is not the continuing or
surviving corporation or pursuant to which Stock would be
converted into cash, securities or other property of another
corporation, other than a merger of the Company in which holders
of Stock immediately before the merger have the same
proportionate ownership of shares of the surviving corporation
immediately after the merger as immediately before; or
[b] To sell or otherwise dispose of all or substantially all of
the Company's assets.
[3] There is a change in a majority of the Board within a 12-month
period; provided, however, that any new director whose nomination for
election by the Company's shareholders was approved, or who was
appointed or elected to the Board by, the vote of two-thirds of the
directors then still in office who were in office at the beginning of
the 12-month period will not be counted when determining if there has
been a change in the majority of the Board.
2.05 CODE. The Internal Revenue Code of 1986, as amended and any
regulations issued under the Code.
2.06 COMMITTEE. The Board's Compensation Committee which also constitutes a
"compensation committee" within the meaning of Treas. Reg. Section
1.162-27(c)(4) and will be comprised of at least three persons, none of whom [1]
is an employee of the Company or any Subsidiary as defined in Act Section 16 or
[2] is receiving remuneration in any capacity other than as a director, except
as permitted under Treas. Reg. Section 1.162-27(e)(3) and any rulings issued
under that regulation.
2.07 COMPANY. MedVest Holdings Corporation, an Ohio corporation, and any
successor to it.
2.08 DISABILITY.
[1] With respect to any Option that is not an Incentive Stock Option,
the Participant's inability to perform his or her normal duties for a
period of at least six months due to a physical or mental infirmity;
and
[2] With respect to any Option that is an Incentive Stock Option, as
defined in Code Section 22(e)(3).
2.09 EFFECTIVE DATE. The date this Plan is approved by the Board or, if
later, the first day of the 12-month period ending on the date the Plan is
approved by the Company's shareholders.
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2.10 ELIGIBLE DIRECTOR. On any date, a person [1] who is an elected member
of the Board (or has been appointed to the Board to fill an unexpired terns and
will continue to serve at the expiration of that term only if elected by
shareholders) and [2] who also is not an Employee.
2.11 EMPLOYEE. Any individual who is:
[1] A common law employee of the Company or of any of its
Subsidiaries; or
[2] A "leased employee" who is:
[a] Treated as a common law employee of the Company or of
any Subsidiary; and
[b] Performs services for the Company or any Subsidiary
under the terms of an agreement between the Company or a
Subsidiary and an independent entity ("Lessor') under which:
[i] The Lessor is obliged to remit payroll taxes on
the compensation paid to the leased employee by the
Company or a Subsidiary;
[ii] The Company has the exclusive right to grant
stock options to the leased employee with respect to
the services performed for the Company or any
Subsidiary;
[iii] The Company or Subsidiary may hire, fire and
control the activities of the leased employee (whether
or not in conjunction with the Lessor);
[iv] The Company or Subsidiary has the exclusive
right to establish the economic value of the services
performed by the leased employee (including wages and
the number of Options and value of stock compensation
to be granted);
[v] The leased employee may participate, on the same
basis as other Employees, in all employee benefit plans
maintained by the Company for Employees; and
[vi] The Company or Subsidiary agrees to remit to the
Lessor funds equal to the full compensation (including
applicable payroll taxes), payable to the leased
employee on or before a date specified in the
agreement,
2.12 FAIR MARKET VALUE.
[1] On any date, and except as provided in Section 2.12[2], the fair
market value of the Stock, as determined by the Committee in good
faith, on any basis that it deems appropriate and that is applied
consistently to all Participants; or
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[2] If the Stock is listed on the New York Stock Exchange or on
another recognized market or quotation system on which the trading
prices of the Stock are quoted ("Exchange"), Fair Market Value will be
the closing price of the Stock as reported on the Exchange on the date
Fair Market Value is being established or, if there are no Stock
transactions on that date, the closing price on the most recent
preceding date on which Stock transactions were reported.
2.13 INCENTIVE STOCK OPTION. Any Option granted under the Plan that meets
the conditions described in Code Section 422(b) and which is designated as an
Incentive Stock Option in a Notice of Stock Option Grant.
2.14 NONSTATUTORY STOCK OPTION. Any Option granted under the Plan that is
not an Incentive Stock Option.
2.15 NOTICE OF STOCK OPTION GRANT. A separate document issued by the
Committee to each Participant describing the principal terms of conditions
affecting any Award. This notice will be issued at the same time the Award is
made.
2.16 OPTION. The right granted under the Plan to purchase Stock at a stated
price for a specified period of time. For purposes of the Plan, an Option may be
either [1] an Incentive Stock Option or [2) a Nonstatutory Stock Option.
2.17 PARTICIPANT. Any Employee or Eligible Director to whom the Committee
extends the Plan.
2.18 PLAN. The MedVest Holdings Corporation 2001 Stock Option Plan.
2.19 STOCK. The common shares, without par value, issued by the Company.
2.20 STOCK OPTION AGREEMENT. The separate agreement between the Participant
and the Company through which Participant agrees to and accepts the terms and
conditions affecting arty Award.
2.21 SUBSIDIARY. Any corporation or partnership of which the Company owns,
directly or indirectly, 50 percent or more of the total combined voting power of
all classes of stock, if the entity is a corporation; or of the capital or
profits interest, if the entity is a partnership or another form of
unincorporated entity.
3.00 PARTICIPATION
3.01 DESIGNATION OF PARTICIPANTS AND AWARDS.
[1] The Committee will decide:
[a] Which Employees and Eligible Directors may become
Participants;
[b] Which Participants will be granted Awards;
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[c] The type or types of Awards to be granted;
[d] The terms and conditions imposed on any Awards granted;
[e] The procedures through which an Option may be
exercised;
[f] The circumstances under which the Company may cancel an
Option or reacquire any Option and Stock acquired through
exercise of an Option; and
[g] Any other terms and conditions the Committee believes
appropriate and necessary to implement the intent of this Plan.
[2] The Committee may establish different terms and conditions:
[a] For different types of Awards;
[b] For different Participants receiving the same type of
Award; and
[c] For the same Participant for each Award the Participant
may receive, whether or not those Awards are granted at different
times.
This information (and other information affecting the Award) will be
compiled in the Notice of Stock Option Grant and the Stock Option
Agreement, whichever is appropriate, and given to each Participant at
the time an Award is made.
3.02 NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT. No Option
will be deemed to have been awarded until and if each prospective Participant
returns a signed copy of the Notice of Stock Option Grant and Stock Option
Agreement to the Committee.
4.00 ADMINISTRATION
The Committee is responsible for administering the Plan and has all powers
appropriate and necessary to that purpose. Consistent with the Plan's purpose,
the Committee may adopt, amend and rescind rules and regulations relating to the
Plan, to the extent appropriate to protect the Company's interests and to make
all other decisions (including, without limitation, whether a Participant has
incurred a Disability) necessary or advisable for the administration and
interpretation of the Plan. Any action by the Committee will be final, binding
and conclusive for all purposes and upon all persons.
5.00 STOCK SUBJECT TO PLAN
5.01 NUMBER OF SHARES. Subject to Section 5.03, the number of shares of
Stock subject to Awards under the Plan may not be larger than 75,000 and no
Participant may receive, in any single year, Options to purchase more than 5,000
shares of Stock. For this purpose, any Award that is cancelled (as described in
Treas. Reg. Section 1.162-27(e)(2)(vi)(B)] will continue to be counted against
the maximum number of shares of Stock for which Awards may be granted to an
Employee under the Plan. The shares of Stock to be delivered under the Plan may
consist, in
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whole or in part, of treasury Stock or authorized but unissued Stock not
reserved for any other purpose.
5.02 CANCELLED, TERMINATED OR FORFEITED AWARDS. Except as provided in
Section 5.01, any shares of Stock subject to an Award which for any reason is
cancelled, terminated or otherwise settled without the issuance of any Stock
will again be available for Awards under the Plan.
5.03 ADJUSTMENT IN CAPITALIZATION. If, after the Effective Date, there is a
Stock dividend or Stock split, recapitalization (including payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders, exchange of shares, or other similar
corporate change affecting Stock subject to an Award, the aggregate number of
shares of Stock available for Awards under Section 5.01 or subject to
outstanding Awards and the respective prices and/or limitations applicable to
outstanding Awards will be appropriately adjusted by the Committee, whose
determination shall be conclusive.
6.00 OPTIONS
6.01 GRANT OF OPTIONS. The Committee may grant Options to Participants at
any time during the term of this Plan. Options may be either [1 ] Incentive
Stock Options or [2] Nonstatutory Stock Options. Each Option will be evidenced
by a Stock Option Agreement specifying the type of Option granted, the exercise
price, the duration of the Option, the number of shares of Stock to which the
Option pertains and any other terms and conditions not inconsistent with the
Plan that the Committee believes advisable.
6.02 OPTION PRICE. Options will have an exercise price that is not less
than the Fair Market Value of the Stock on the date the Option is granted.
However, any Incentive Stock Option granted to a Participant who owns [as
defined in Code Section 424(d)] Stock possessing more than 10 percent of the
total combined voting power of all classes of Stock will have an exercise price
that is at least 110 percent of the Fair Market Value of the affected Stock on
the date the Option is granted.
6.03 EXERCISE OF OPTIONS.
[1] Options awarded to a Participant under Section 6.01 may be
exercised at the times and subject to the restrictions and conditions
(including a vesting schedule) that the Committee; at the time the
Option is granted, may specify in the Stock Option Agreement. However,
unless the Committee specifies otherwise in the Stock Option
Agreement:
[a] No Participant will be credited with vesting service
for any period after his or her relationship with the Company
ends;
[b] No Option may be exercised more than 10 years after the
date on which it is granted; and
[c] No Incentive Stock Option granted to a Participant who
owns [as defined in Code Section 424(d)] Stock possessing more
than 10 percent of total combined voting
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power of all classes of Stock maybe exercised more than 5 years
after the date it is granted;
[2] An Option may not be exercised for a fraction of a share;
[31 The Committee may prohibit a Participant from exercising Options
for fewer than the minimum number of shares specified by the Committee
in the Stock Option Agreement but only if that prohibition does not
prevent a Participant from acquiring the full number of shares of
Stock for which Options are then exercisable;
[4] An Option is treated as having been exercised when written notice
of the exercise has been given to the Company in accordance with the
terms of the Stock Option Agreement by the Participant and the Company
has received full payment for the shares of Stock with respect to
which the Option is exercised; and
[5] Regardless of the vesting schedule given above, all Options will
be fully exercisable by the beneficiary of a deceased Participant,
subject to the limits described in Section 7.01 [3].
6.04 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to the
contrary:
[1] No provision of this Plan relating to Incentive Stock Options
will be interpreted, amended or altered, nor will any discretion or
authority granted under the Plan be exercised, in a manner that is
inconsistent with Code Section 422 or, without the consent of any
affected Participant, to cause any Incentive Stock Option previously
granted to fail to qualify for the federal income tax treatment
afforded under Code Section 421;
[2] The aggregate Fair Market Value of the Stock (determined as of
the time an Incentive Stock Option is granted) with respect to which
Incentive Stock Options are exercisable for the first time by any
Participant during any calendar year (under all option plans of the
Company and all Subsidiaries of the Company) will not exceed $100,000;
and
[3] No Incentive Stock Option will be granted to any Participant who
is not an Employee.
7.00 TERMINATION OF RELATIONSHIP AND BUY OUT
DURING RELATIONSHIP
7.01 EXERCISE PERIOD. Regardless of the term of the Option prescribed in
Section 6.03, a Participant whose relationship with the Company and all of its
Subsidiaries is severed for any reason may exercise any outstanding Options that
are then exercisable under the terms of Section 6.03 and the Stock Option
Agreement for the period specified in the Stock Option Agreement. However, this
period may be no longer than:
[1] 90 days after the relationship is severed for any reason other
than Disability; or
[2] 12 months after the relationship severs because of Disability.
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7.02 RIGHT OF FIRST REFUSAL.
[1] Unless the Committee specifies otherwise in the Stock Option
Agreement, all Options must reserve to the Company the right of first
refusal to repurchase any Stock acquired by a Participant or a
beneficiary through the exercise of Options.
[2] This right of first refusal will survive the Participant's
relationship with the Company and its Subsidiaries.
[3] A Participant, former Participant or beneficiary must notify the
Company, in writing, of any intent to sell any shares of Stock
acquired through the exercise of Options. To be effective, this notice
must specify the number of shares to be sold, the intended purchaser,
the proposed date of the sale and the proposed purchase price. The
Company then will have six months from the date it receives the
completed notice to exercise its right to purchase from the
Participant, former Participant or beneficiary any or all of the
shares of Stock described in this notice at the Stock's then current
Fair Market Value. If the Company elects not to purchase the affected
shares of Stock (or does not respond within the six-month period
described in the preceding sentence), the right of first refusal will
lapse and the Participant, former Participant or beneficiary may sell
the Stock but only under the terms specified and to the person
described in the notice given to the Committee under this subsection.
[4] If the identity of the other party or any of the terms described
in notice described in Section 7.02[3] change, the Participant, former
Participant or beneficiary must give another written notice to the
Company containing the information described in Section 7.02[3] and
the Company will have an additional six months to decide whether or
not to exercise its Right of First Refusal under this section. This
same procedure must be followed with respect to any additional changes
in the identity of the proposed purchase or the terms of the sale.
7.03 REPURCHASE OPTION. Unless the Committee specifies otherwise in the
Stock Option Agreement, all Options will reserve to the Company a repurchase
option exercisable when:
[1] A Participant who is an Employee terminates employment with the
Company and all Subsidiaries for any reason (including death or
Disability) without becoming an Eligible Director;
[2] Any Participant (whether or not an Employee) exercises any Option
after terminating his or her relationship with the Company and all
Subsidiaries and while he or she is not an Eligible Director; and
[3] A beneficiary of any deceased Participant exercises any Option
after the Participant's death.
The price paid for Stock repurchased under this section will be Fair Market
Value at the time of the repurchase, payable in cash or cash equivalents. The
Company will complete any repurchase under this section as soon as
administratively possible after the date it notifies the former Participant or
beneficiary of its intention to exercise its repurchase option under this
section.
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7.04 BUY OUT OF OPTION GRANTS. At any time after an Option becomes
exercisable, the Committee may elect, in its sole discretion and without the
consent of the Participant, to cancel the Option and pay to the Participant the
excess of the Fair Market Value of the Stock subject to the cancelled Option
over the Option price at the date the Committee provides written notice ("Buy
Out Notice") of its intention to exercise the right reserved in this section.
The Company will complete any buy out made under this section as soon as
administratively possible after the date of the Buy Out Notice. At the
Committee's option, payment of the buy out amount may be made in cash, in whole
shares of Stock or partly in cash and partly in Stock. The number of whole
shares of Stock, if any, included in the buy out amount will be determined by
dividing the amount of the payment to be made in Stock by the Fair Market Value
of a share of Stock as of the date of. the Buy Out Notice.
8.00 CHANGE IN CONTROL
8.01 ACCELERATED VESTING AND PAYMENT. Subject to Section 8.02, if a Change
in Control occurs, all outstanding and exercisable Options will become fully
vested and each Option will be cancelled as of the date of the Change in Control
in exchange for a payment in cash equal to the difference between [1] the
Stock's Fair Market Value (disregarding the effect of the Right of First Refusal
and Repurchase Options described in Sections 7.02 and 7.03 and the Buy Out
provision described in Section 7.04) and [2] the Option price defined in Section
6.02.
8.02 ALTERNATIVE AWARDS. Subject to Section 7.04, no cancellation or
acceleration under Section 8.01, cash settlement or other payment will occur
with respect to any Award or any class of Awards if:
[1] The Committee reasonably decides in good faith before the Change
in Control that the Award or Awards will be honored or assumed by the
new controlling entity or person, or that new rights will be
substituted ("Alternative Award") by the new . controlling person or
entity immediately after the Change in Control; and
[2] The Alternative Award:
[a] Is based on stock .which is, or within 60 days after
the Change in Control will be, traded on an established
securities market;
[b] Provides each affected Participant with rights and
entitlements substantially equivalent to or better than the
rights, terms and conditions of the affected Award, including an
identical or better exercise or vesting schedule and identical or
better timing and methods of payment;
[e] Has substantially the same economic value as the
affected Award (determined at the time of the Change in Control);
and
[d] Provides that, if the Participant's relationship with
the Company and all Subsidiaries is completely severed
involuntarily (and, if the Participant is an Employee, is
constructively terminated) within 12 months after the Change in
Control, any conditions on a Participant's rights under, or any
restrictions on
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transfer or exercisability applicable to, the Alternative Award
will be waived or will lapse.
[3] A "constructive termination" means a voluntary termination by a
Participant who is an Employee following:
[a] A permanent reduction in the Employee's title, duties,
responsibilities or status, as compared to either [i] his or her
title, duties, responsibilities or status immediately before a
Change in Control; or [ii] any enhanced or increased title,
duties, responsibilities or status occurring after the Change in
Control;
[b] The permanent assignment to the Employee of duties
inconsistent with [i] the Employee's office on the date of the
Change in Control, [ii] any enhanced or increased duties
occurring after the Change in Control or [iii] any more senior
office to which he or she is promoted after the Change in
Control;
[c] A 15 percent (or larger) reduction of the annualized
base salary rate or total annualized salary rate (including
bonuses, employee benefits and fringe benefits) the Employee was
receiving from the Company and Subsidiaries immediately before
the Change in Control or any increased annualized base salary
rate or total annualized salary rate he or she receives from the
Company and Subsidiaries after the Change in Control; or
[d] A requirement that the Employee relocate his or her
principal office or worksite (or the indefinite assignment of the
Employee) to a location more than 50 miles distant from [i] the
principal office or worksite to which he or she was permanently
assigned immediately before the Change in Control or [ii] any
location to which the Employee is permanently assigned, with his
or her consent, after the Change in Control.
Any comparison of a Participant's duties, responsibilities or status
under this section will be based on those that are permanently
assigned to the Participant and not on temporarily assigned duties,
responsibilities or status.
8.03 OPTIONS GRANTED WITHIN SIX MONTHS OF A CHANGE IN CONTROL. Any Option
that was granted within six months before the date on which a Change in Control
occurs and which is held by a person subject to the reporting requirements of
Act Section 16(a) may be cashed out under Section 8.01 only if the Company's
counsel concludes that that cash out will not subject the Participant to
liability under Act Section 16(b).
9.00 AMENDMENT, MODIFICATION AND TERMINATION OF PLAN
The Board or the Committee may terminate, suspend or amend the Plan at any time.
However:
[1] No Plan amendment may cause any Committee member to lose his or
her status as a "disinterested person" as defined in Rule 16b-3 under
the Act with respect to any employee benefit plan of the Company or
cause the Plan to fail to satisfy the requirements of Rule 16b-3;
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[2] No amendment, modification or termination of the Plan may
adversely affect any Award granted before the effective date of that
amendment under the Plan, without the consent of the affected
Participant except:
[a] An amendment to comply with the provisions of any
applicable law, including the Act and the Code; and
[b] Any amendment intended to preserve the status of any
Incentive Stock Option or the status of the Plan under Code
Section 162(m) as a source of performance based compensation as
defined in Code Section 162(m)(4)(C);
[3] No amendment may be made to Section 8.03 or to any other
provision of the Plan relating to Options issued to Eligible Directors
within six months of the last date on which any provision was amended;
and
[4] Any amendment, termination or suspension may be made without the
approval of the shareholders of the Company unless shareholder
approval is required:
[a] To satisfy the requirements of Rule 16b-3 under the
Act;
[b] To satisfy applicable requirements of the Act and the
Code; or
[c] To satisfy applicable requirements of any securities
exchange on which any of the Company's equity securities are
listed.
10.00 MISCELLANEOUS
10.01. NONTRANSFERABILITY OF AWARDS. Awards granted under the Plan may not be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. All rights with
respect to Awards granted to a Participant under the Plan may be exercised
during his or her lifetime only by such Participant and after death only by the
Participant's beneficiary as provided in Sections 7.01 and 10.02.
10.02 BENEFICIARY DESIGNATION. Each Participant may from time to time name
any beneficiary or beneficiaries (who may be named contingently or successively)
to whom any benefit under the Plan is to be paid or by whom any right under the
Plan is to be exercised in case of the Participant's death. Each designation
will revoke all earlier designations made by the same Participant, must be in a
form prescribed by the Committee and attached to the Stock Option Agreement and
will be effective only when filed in writing with the Committee. In the absence
of an effective beneficiary designation, the Participant's beneficiary will be
his or her surviving spouse, if any, or otherwise his or her estate.
10.03 NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan will
interfere with or limit in any way the right of the Company or any Subsidiary to
terminate any Participant's employment at any time or to confer upon any
Participant any right to continue as an Employee or Eligible Director. No
Employee or Eligible Director has any right to be selected as a Participant or
to receive any Awards. Nothing in the Plan confers on an Eligible Director a
right to continue to serve on the Board or to be nominated for reelection to the
Board.
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10.04 TAX WITHHOLDING. The Company will withhold from other amounts owed to
the Participant, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state and local withholding tax requirements on
any Award, exercise or cancellation of an Option or purchase of Stock and the
Company may defer payment of cash or issuance of Stock until these requirements
are satisfied. The Committee may, in its discretion, permit a Participant to
elect, subject to conditions the Committee establishes, to reimburse the Company
for this withholding obligation through one or more of the following methods:
[1] By having shares of Stock otherwise issuable under the Plan
withheld by the Company (but only to the extent of the minimum amount
that must be withheld to comply with applicable state, federal and
local income; employment and wage tax laws);
[2] By delivering to the Company previously acquired shares of Stock;
[3] By remitting cash to the Company; or
[4] By remitting a personal check immediately payable to the Company.
10.05 INDEMNIFICATION. Each person who is or was a member of the Committee
or of the Board will be indemnified and held harmless by the Company against and
from any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any, claim, action,
suit or proceeding to which he or she may be made a party or in which he or she
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him or her in settlement
thereof, with the Company's approval; or paid by him or her in. satisfaction of
any judgment in any such action, suit or proceeding against him or her, provided
he or she gives the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it in his or
her own behalf. The foregoing right of indemnification is not exclusive and is
independent of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Code of Regulations,
by contract, as a matter of law, or otherwise.
10.06 NO LIMITATION ON COMPENSATION. Nothing in the Plan is to be construed
to limit the right of the Company to establish other plans or to pay
compensation to its employees or directors, in cash or property, in a manner
which is not expressly authorized under the Plan.
10.07 REQUIREMENTS OF LAW. The grant of Awards and the issuance of shares of
Stock will be subject to all applicable laws, rules and regulations and to all
required approvals of any governmental agencies or national securities
exchanges. Also, no Stock will be issued under the Plan unless the Company is
satisfied that that issuance will comply with applicable federal and state
securities laws. Certificates for Stock delivered under the Plan may be subject
to any stock transfer orders and other restrictions that the Committee believes
to be advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission; any stock exchange upon which the Stock is
then listed or traded; the NASDAQ National Market or any applicable federal or
state securities law. The Committee may cause a legend or legends to be placed
on any such certificates to make appropriate reference to such restrictions.
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10.08 TERM OF PLAN. The Plan will be effective upon its adoption by the
Committee, subject to approval by the Board and approval by the affirmative vote
of the holders of a majority of the shares of voting stock present in person or
represented by proxy at the first Annual Meeting of Shareholders occurring after
the Board approves the Plan. The Plan will continue in effect, unless sooner
terminated pursuant to Section 9.00, until the tenth anniversary of the date on
which it is adopted by the Board or approval by the Company's shareholders,
whichever is earliest.
10.09 GOVERNING LAW. The Plan, and all agreements hereunder, will be
construed in accordance with and governed by the laws (other than laws governing
conflicts of laws) of the State of Ohio.
10.10 NO IMPACT ON BENEFITS. Plan Awards are incentives designed to promote
the purposes described in Section 1.00. Also, Awards are not compensation for
purposes of calculating an Employee's rights under any employee benefit plan.
MEDVEST HOLDINGS CORPORATION
By: /s/ Charles J. Jamison
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Name: Charles J. Jamison
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Title: Vice President/Secretary
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Date: February 5, 2001
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FIRST AMENDMENT
TO
MEDVEST HOLDINGS CORPORATION
2001 STOCK OPTION PLAN
This First Amendment to the MedVest Holdings Corporation 2001 Stock
Option Plan ("Plan") is made effective as at December 19, 2001 upon written
consent of the shareholders of the Company.
The Plan is hereby amended in the following particulars only:
1. ARTICLE 2.00 DEFINITIONS is amended to delete current Section
2.06 and insert the following in its place and stead:
2.06 COMMITTEE. The Compensation Committee shall be the
Board, or, if so determined by the Board, shall be
comprised of not less than three (3) directors, one of
whom shall be the Chairman of the Board, and which
shall also constitute a "compensation committee" within
the meaning of Treas. Reg. Section 1.162-27(c)(4). In
the event requirements of the Act or the Code or any
Rules, Regulations or other rulings or directives
promulgated thereunder require non-employee directors,
the Board shall be comprised of at least three (3)
persons, none of whom (1) is an employee of the Company
or any Subsidiary as defined in Act Section 16 or (2)
is receiving remuneration in any capacity other than as
a director, except as permitted under Treas. Reg.
Section 1.162-27(e)(3) and any rulings issued under
that regulation.
2. ARTICLE 2.00 DEFINITIONS is amended to insert a new Section 2.22
thereunder:
2.22 RESTRICTED STOCK PLANS. The Plan shall include shares
of Stock as may from time to time be awarded to
Employees of the Company's foreign Subsidiaries
pursuant to such terms, conditions, restrictions and
liquidity provisions as may be established under one or
more forms of Restricted Stock Agreements approved by
the Board. Copies of the Restricted Stock Agreements
which have been approved for use by the Board for
Employees of the Company's France and Germany
Subsidiaries are attached hereto as Exhibits "F" and
"G" respectively.
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3. Article 5.00 Stock Subject to Plan is hereby amended by adding
the following sentence to Section 5.01 Number of Shares:
"In addition to the number of shares set forth above, which
relate solely to shares available under the Company's Stock
Option Agreements, an additional 75,000 shares of Stock shall be
reserved for issuance under such Restricted Stock Agreements as
are represented by Exhibits "F" and "G" respectively, all of such
Stock being subject to adjustment under the provisions of Section
5.03 herein."
IN WITNESS WHEREOF, the undersigned, duly authorized by the Board of
Directors of the Company, has executed this First Amendment effective as at
December 19, 2001.
MEDVEST HOLDINGS CORPORATION
By: /s/ Charles J. Jamison
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CHARLES J. JAMISON
Secretary
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