EXHIBIT 10.1
VALCOM 1987 STOCK OPTION PLAN
ARTICLE I
NAME AND PURPOSE
1.1 NAME. The name of the Plan shall be the ValCom 1987 Stock Option Plan
("Plan").
1.2 PURPOSE. The purpose of the Plan is to enable Employees to share in
the growth and prosperity of the Company by encouraging stock
ownership by Employees and to assist the Company to obtain and retain
key management personnel.
ARTICLE II
DEFINITIONS
The terms used herein shall have the following meanings, unless a different
meaning is clearly required by the context:
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Code" shall mean the Internal Revenue Code of 1954, as amended.
2.3 "Company" shall mean ValCom, Inc., a Delaware corporation.
2.4 "Company Stock" shall mean shares of any class of common stock, which
are issued by the Company, with dividend and voting rights no less
favorable than the voting power and dividend rights of other common
stock issued by the Company.
2.5 "Employee" shall mean any person employed by the Employer or a
Subsidiary during a Plan Year.
2.6 "Employer" shall mean the Company.
2.7 "Optionee" is any Employee who is granted options under the Plan.
2.8 "Participant" shall mean any Employee who meets the requirements for
Participation in the Plan as described in Article III.
2.9 "Subsidiary" shall mean a corporation which is a "subsidiary
corporation" as defined in Section 425 of the Code.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. Every Employee shall be eligible to become a Participant
in the Plan.
3.2 PARTICIPATION. The Employees who shall participate in the Plan and
thereby be eligible to receive stock options shall be such key
Employees as the Board shall select from time to time.
ARTICLE IV
LIMITS ON OPTIONS
4.1 NUMBER. The total number of shares for which options may be granted
under this Plan shall not exceed in the aggregate 330,000 shares.
This number shall be appropriately adjusted if the number of issued
shares shall be increased or reduced by change in par value,
combination, split-up, reclassification, distribution of a dividend
payable in stock, or the like. In the event that any outstanding
option issued pursuant to the Plan shall expire or terminate, the
shares allocable to the unexercised portion of such option may again
be subjected to an option under the Plan.
4.2 NATURE. All options granted under this Plan shall be non-qualified
stock options, i.e., options which are not incentive stock options
within the meaning of Section 422A of the Code.
ARTICLE V
ADMINISTRATION
The Plan shall be administered by the Board. A majority vote of the Board at
which a quorum is present, or acts reduced to or approved in writing by a
majority of the members of the Board, shall be the valid acts of the Board for
the purposes of this Plan.
The Board shall have plenary authority in its discretion but subject to the
express provisions of the Plan, to determine the terms of all options granted
under the Plan including, without limitation, the purchase price of the Common
Stock covered by each option, the Employees to whom, and the time or times at
which, options shall be granted, when an option can be exercised and whether in
whole or in installments, and the number of shares covered by each option; any
restrictions on the exercisability of the option or the retention of shares
acquired under the Plan; and to interpret the Plan and to make all other
determinations deemed advisable for the administration of the Plan. The Board
shall have the right to require the recipient of any stock option hereunder to
remit to the Company an amount sufficient to satisfy all applicable withholding
tax requirements prior to or after delivery of any option or stock and to
require the recipient to do any other act or acts necessary to satisfy the
withholding tax requirements. The Board's determination on the foregoing
matters shall be conclusive. The Board may designate employees of the Company
to assist the Board in the administration of the Plan and may grant authority to
such persons to execute option agreements or other documents on behalf of the
Board.
Payment in full for the number of shares purchased shall be made to the Company
at the time of each exercise.
Payment for such shares shall be made in cash, or with the consent of the Board,
in shares of the Company's common stock.
The interpretation and construction by the Board of any provisions of the Plan
or of any option granted under it shall be final. No member of the Board shall
be liable for any action or determination made in good faith with respect to the
Plan or any option granted under it.
ARTICLE VI
The terms of options granted under this Plan shall be as follows:
(a) The option price shall be fixed by the Board in good faith, but in no event
be less than 100 percent of the fair market value of the shares subject to the
option on the date the option is granted. The option price shall be paid by the
Participant in cash or, at the absolute discretion of the Board, by the transfer
of Company stock at the time the option is exercised (valued at the fair market
value of such stock at the time of transfer).
(b) Options shall not be transferrable otherwise than by will or the laws of
descent and distribution, and during an Optionee's lifetime, an option shall be
exercisable only by the Optionee.
(c) The Board shall fix the term or duration of all options issued under this
Plan provided that such term shall not exceed ten years after the date on which
the option was granted and shall not extend beyond the Optionee's employment
with the Company (except as the Board may otherwise provide in the event of
death or disability). The Board shall also set the date or dates on, or after
which, each option may be exercised.
(d) Each option agreement (and amendments thereof) shall contain such terms and
provisions, consistent with the requirements of this Plan, as the Board in its
discretion shall determine. Such option agreements need not be identical.
ARTICLE VII
REORGANIZATION OF THE COMPANY
In the event that the Company is succeeded by another corporation in a
reorganization, merger, consolidation, acquisition of property of stock,
separation or liquidation; or in the event that the Company is dissolved, each
outstanding option will terminate, provided that each Optionee shall have the
right immediately prior to such dissolution or liquidation, merger or
consolidation, to exercise his option provided it does not violate the
provisions of Article VI (d) of this Plan.
ARTICLE VIII
MISCELLANEOUS
8.1 PAYMENT FOR STOCK. No shares shall be delivered upon the exercise of
an option until the option price has been paid in full.
8.2 CONTINUATION OF EMPLOYMENT. Neither this Plan nor any option granted
hereunder shall confer upon any Employee any right to continue in the
employment of the Company or limit in any respect the right of the
Company to terminate his employment at any time.
8.3 RULES. The Board may make such rules and regulations and establish
such procedures as it deems appropriate for the administration of this
Plan. In the event of a disagreement as to the interpretation of this
Plan or any amendment hereto or any rule, regulation or procedure
thereunder or as to any right or obligation arising from or related to
this Plan, the decision of the Board shall be final and binding.
ARTICLE IX
AMENDMENT, TERMINATION AND EFFECTIVE DATE
9.1 AMENDMENT. The Board may amend the Plan from time to time as it deems
desirable; PROVIDED, HOWEVER, the Plan may not be amended to change
the number of shares subject to the Plan or to decrease the price at
which options may be granted.
9.2 TERMINATION OF THE PLAN. The Board may in its discretion terminate
the Plan at any time, but no such termination shall deprive
Participants of their rights under outstanding
options. Notwithstanding the preceding sentence, no options may be
granted pursuant to the Plan later than ten years after the date the
Plan is approved by the shareholders of the Company.
9.3 EFFECTIVE DATE. This Plan shall be effective as of July 1, 1987 and
options hereunder may be granted at any time subject to the
limitations contained within the Plan.