EXHIBIT 10.7
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SOLITRON DEVICES, INC.
2000 STOCK OPTION PLAN
1. ESTABLISHMENT, EFFECTIVE DATE AND TERM
SOLITRON DEVICES, INC., a Delaware corporation ("SOLITRON") hereby
establishes the "Solitron Devices, Inc. 2000 Stock Option Plan" (the "Plan").
The effective date of the Plan shall be July 10, 2000 (the "Effective Date"),
which is the date that the Plan was approved and adopted by the Board of
Directors of Solitron (the "Board"). Unless earlier terminated pursuant to
Section 16 hereof, the Plan shall terminate on July 9, 2010.
2. PURPOSE
The purpose of the Plan is to advance the interests of Solitron by
providing Eligible Individuals (as defined in Section 6 below) with an
opportunity to acquire or increase a proprietary interest in Solitron, which
thereby will create a stronger incentive to expend maximum effort for the growth
and success of Solitron and Solitron's subsidiaries, and will encourage such
individuals to remain in the employ of Solitron or one or more of its
subsidiaries.
3. TYPE OF OPTIONS
Each stock option granted under the Plan (an "Option") shall a
non-qualified stock option which is not intended to meet the requirements of
Section 422 of the Code
4. ADMINISTRATION
(a) Board. The Plan shall be administered by the
Board, which shall have the full power and
authority to take all actions, and to make
all determinations required or provided for
under the Plan or any Option granted or
Option Agreement (as defined in Section 8
below) entered into under the Plan and all
such other actions and determinations not
inconsistent with the specific terms and
provisions of the Plan deemed by the Board
to be necessary or appropriate to the
administration of the Plan or any Option
granted or Option Agreement entered into
hereunder. The Board 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 expedient to carry the Plan into
effect and shall be the sole and final judge
of such expediency.
All such actions and determinations shall be
by the affirmative vote of a majority of the
members of the Board present at a meeting at
which any issue relating to the Plan is
properly raised for consideration or without
a meeting by written consent of the Board
executed in accordance with Solitron's
Articles of Incorporation and By-Laws and
applicable law. The interpretation and
construction by the Board of any provision
of the Plan or of any Option granted or
Option Agreement entered into hereunder
shall be final and conclusive.
(b) Committees. The Board may, in its
discretion, from time to time appoint one or
more committees (the "Committees"). Where
appropriate, any reference to the Board in
this Plan or an Option Agreement shall also
mean such Committees as appointed by the
Board. The Board shall appoint a committee
consisting of not less than two members of
the Board, none of whom shall be an officer
or other salaried employee of Solitron, any
"subsidiary corporation" of Solitron as
defined in Section 424 of the Code (a
"Subsidiary") or any "parent corporation" of
Solitron as defined in Section 424 of the
Code (a "Parent") (Solitron, Parent and
Subsidiary are collectively referred to as
the "Company"), and each of whom shall
qualify in all respects as a "non-employee
director" and an "outside director" as
defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and an "outside
director" for purposes of Section 162(m) of
the Code (the "Outside Director Committee").
The Board, in its sole discretion, may
provide that the role of the Committees
shall be limited to making recommendations
to the Board concerning any determinations
to be made and actions to be taken by the
Board pursuant to or with respect to the
Plan, or the Board may delegate to the
Committees such powers and authorities
related to the administration of the Plan,
as set forth in Section 4(a) above, as the
Board shall determine, consistent with the
Articles of Incorporation and By-Laws of
Solitron and applicable law. The Board may
remove members, add members, and fill
vacancies on the Committees from time to
time, all in accordance with Solitron's
Articles of Incorporation and By-Laws, and
with applicable law. The majority vote of a
Committee, or acts reduced to or approved in
writing by a majority of the members of a
Committee, shall be the valid acts of the
Committee.
(c) No Liability. No member of the Board or of
the Committees shall be liable for any
action or determination made in good faith
with respect to the Plan or any Option
granted or Option Agreement entered into
hereunder.
(d) Delegation to the Committees. In the event
that the Plan or any Option granted or
Option Agreement entered into hereunder
provides for any action to be taken by or
determination to be made by the Board, such
action may be taken by or such determination
may be made by a Committee if the power and
authority to do so has been delegated to
such Committee by the Board as provided for
in Section 4(b) above. Unless otherwise
expressly determined by the Board, any such
action or determination by a Committee shall
be final and conclusive.
5. COMMON STOCK
The capital stock of Solitron that may be issued pursuant to Options
granted under the Plan shall be shares of common stock, par value of $0.01 per
share, of Solitron (the "Common Stock"), which shares may be treasury shares or
authorized but unissued shares. The total number of shares of Common Stock that
may be issued pursuant to Options granted under the Plan shall be seven hundred
thousand (700,000) shares, subject to adjustment as provided in Section 17
below. If any Option expires, terminates, or is terminated or canceled for any
reason prior to exercise in full, the shares of Common Stock that were subject
to the unexercised portion of such Option shall be available for future Options
granted under the Plan.
6. ELIGIBILITY
Options may be granted under the Plan to (i) any employee, officer, or
director (employee and non-employee directors) of the Company, and (ii) any
independent contractor or consultant performing services for the Company as
determined by the Board from time to time on the basis of their importance to
the business of Solitron (collectively, "Eligible Individuals"). An individual
may hold more than one Option, subject to such restrictions as are provided
herein.
7. GRANT OF OPTIONS
Subject to the terms and conditions of the Plan, the Board may, at any time
and from time to time, prior to the date of termination of the Plan, grant to
such Eligible Individuals as the Board may determine ("Optionees"), Options to
purchase such number of shares of Common Stock on such terms and conditions as
the Board may determine. The date on which the Board approves the grant of an
Option (or such later date as is specified by the Board) shall be considered the
date on which such Option is granted. Any Option granted to a "covered employee"
as defined in Section 162(m)(3) of the Code ("Covered Employee") shall be made
by the Outside Director Committee. The maximum number of shares of Common Stock
subject to Options that may be granted during any calendar year under the Plan
to any Covered Employee shall be two hundred thousand (200,000).
8. OPTION AGREEMENTS
All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by Solitron and by the
Optionee, in such form or forms as the Board shall from time to time determine.
Option Agreements covering Options granted from time to time or at the same time
need not contain similar provisions; provided, however, that all such Option
Agreements shall comply with all terms of the Plan.
9. OPTION PRICE
The purchase price of each share of Common Stock subject to an Option (the
"Option Price") shall be fixed by the Board and stated in each Option Agreement.
10. TERM AND VESTING OF OPTIONS
(a) Option Period. Subject to the provisions of
Section 13 hereof, each Option granted under
the Plan shall terminate and all rights to
purchase shares thereunder shall cease upon
the expiration of ten (10) years from the
date such Option is granted, or on such date
prior thereto as may be fixed by the Board
and stated in the Option Agreement relating
to such Option. Notwithstanding the
foregoing, the Board may in its discretion,
at any time prior to the expiration or
termination of any Option, extend the term
of any such Option for such additional
period as the Board in its discretion may
determine; provided, however, that in no
event shall the aggregate option period with
respect to any Option, including the initial
term of such Option and any extensions
thereof, exceed (10) years.
(b) Vesting Each Option Agreement will specify
the vesting schedule applicable to Options.
Notwithstanding the foregoing, the Board may
in its discretion provide that any vesting
requirement or other such limitation on the
exercise of an Option may be rescinded,
modified or waived by the Board, in its sole
discretion, at any time and from time to
time after the date of grant of such Option,
so as to accelerate the time at which the
Option may be exercised.
11. MANNER OF EXERCISE AND PAYMENT
(a) Exercise. An Option that is exercisable
hereunder may be exercised by delivery to
Solitron on any business day, at its
principal office, addressed to the attention
of the Stock Option Administrator, of
written notice of exercise, which notice
shall
specify the number of shares with respect to
which the Option is being exercised, and
shall be accompanied by payment in full of
the Option Price of the shares for which the
Option is being exercised, by one or more of
the methods provided below. The minimum
number of shares of Common Stock with
respect to which an Option may be exercised,
in whole or in part, at any time shall be
the lesser of one hundred (100) shares or
the maximum number of shares available for
purchase under the Option at the time of
exercise.
(b) Payment. Payment of the Option Price for the
shares of Common Stock purchased pursuant to
the exercise of an Option shall be made (i)
in cash or in cash equivalents; (ii) to the
extent permitted by applicable law and
agreed to by the Board in its sole and
absolute discretion, through the tender to
Solitron of shares of Common Stock, which
shares shall be valued, for purposes of
determining the extent to which the Option
Price has been paid thereby, at their fair
market value (determined in the manner
described below) on the date of exercise;
(iii) to the extent permitted by applicable
law and agreed to by the Board in its sole
and absolute discretion, by delivering a
written direction to Solitron that the
Option be exercised pursuant to a "cashless"
exercise/sale procedure (pursuant to which
funds to pay for exercise of the Option are
delivered Solitron by a broker upon receipt
of stock certificates from Solitron) or a
"cashless" exercise/loan procedure (pursuant
to which the Optionees would obtain a margin
loan from a broker to fund the exercise)
through a licensed broker acceptable to
Solitron whereby the stock certificate or
certificates for the shares of Common Stock
for which the Option is exercised will be
delivered to such broker as the agent for
the individual exercising the Option and the
broker will deliver to Solitron cash (or
cash equivalents acceptable to Solitron)
equal to the Option Price for the shares of
Common Stock purchased pursuant to the
exercise of the Option plus the amount (if
any) of federal and other taxes that
Solitron may, in its judgment, be required
to withhold with respect to the exercise of
the Option; (iv) to the extent permitted by
applicable law and agreed to by the Board in
its sole and absolute discretion, by the
delivery of a promissory note of the
Optionee to Solitron on such terms as the
Board shall specify in its sole and absolute
discretion; or (v) by a combination of the
methods described in clauses (i), (ii),
(iii) and (iv). If the Common Stock is then
listed on any national securities exchange,
the fair market value shall be the closing
price of a share of Common Stock on such
exchange on the last trading day immediately
prior to the date
of grant. If the Common Stock is not listed
on any such exchange, the fair market value
shall be determined in good faith by the
Board. Payment in full of the Option Price
need not accompany the written notice of
exercise if the Option is exercised pursuant
to the "cashless" exercise/sale procedure
described above. An attempt to exercise any
Option granted hereunder other than as set
forth above shall be invalid and of no force
and effect.
(c) Issuance of Certificates. Promptly after the
exercise of an Option, the individual
exercising the Option shall be entitled to
the issuance of a certificate or
certificates evidencing his ownership of
such shares of Common Stock. An individual
holding or exercising an Option shall have
none of the rights of a stockholder until
the shares of Common Stock covered thereby
are fully paid and issued to him and, except
as provided in Section 17 below, no
adjustment shall be made for dividends or
other rights for which the record date is
prior to the date of such issuance.
12. TRANSFERABILITY OF OPTIONS
Unless otherwise permitted by the Board in its sole and absolute
discretion, no Option shall be assignable or transferable by the Optionee to
whom it is granted, other than by will or the laws of descent and distribution.
13. TERMINATION OF EMPLOYMENT, DEATH, OR DISABILITY
(a) General. Unless otherwise provided in an
Option Agreement, upon the termination of
the employment or other service of an
Optionee with Company, other than by reason
of Cause (as defined below), death or
"permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code) of
such Optionee, any Option granted to such
Optionee which has vested as of the date
upon which the termination occurs shall be
exercisable for a period not to exceed
thirty (30) days after such termination.
Upon such termination the Optionee's
unvested Options shall expire and the
Optionee shall have no further right to
purchase shares of Common Stock pursuant to
such unvested Option. Notwithstanding the
provisions of this Section 13, the Board may
provide, in its discretion, that following
the termination of employment or service of
an Optionee with Company (for any reason),
an Optionee may exercise an Option, in whole
or in part, at any time subsequent to such
termination of employment or service and
prior to termination of the Option pursuant
to Section 10(a) above, either subject to or
without
regard to any vesting or other limitation on
exercise imposed pursuant to Section 10(b)
above. Unless otherwise determined by the
Board, temporary absence from employment or
service because of illness, vacation,
approved leaves of absence, military service
and transfer of employment shall not
constitute a termination of employment or
service with the Company.
(b) Cause. Upon termination of the employment or
other service of an Optionee with the
Company for Cause, any Option granted to the
Optionee shall expire immediately and the
Optionee shall have no further right to
purchase shares of Common Stock pursuant to
such Options. For purposes of the Plan,
"Cause" means (i) failure or refusal of the
Optionee to perform the duties and
responsibilities that the Company requires
to be performed by him, (ii) gross
negligence or willful misconduct by the
Optionee in the performance of his duties,
(iii) commission by the Optionee of an act
of dishonesty affecting the Company, or the
commission of an act constituting common law
fraud or a felony, or (iv) the Optionee's
commission of an act (other than the good
faith exercise of his business judgment in
the exercise of his responsibilities)
resulting in material damages to the
Company. Notwithstanding the above, if an
Optionee and the Company have entered into
an employment or consulting agreement which
defines the term "Cause" for purposes of
such employment or consulting agreement,
"Cause" shall be defined pursuant to the
definition in such employment agreement with
respect to such Optionee's Options. The
Board shall determine whether Cause exists
for purposes of this Plan.
(c) Death or Disability. If an Optionee's
employment or service with the Company
terminates by reason of death or "permanent
and total disability" (within the meaning of
Section 22(e)(3) of the Code), any Option
granted to such Optionee which has vested as
of the date upon which the termination
occurs shall be exercisable for a period not
to exceed one (1) year after such
termination. Upon such termination, the
Optionee's unvested Options shall expire and
the Optionee (and his or her beneficiaries)
shall have no further right to purchase
shares of Common Stock pursuant to such
unvested Option. In the event the Optionee's
employment is terminated by reason of death,
any vested Options held by such Optionee at
the date of such Optionee's death may be
exercised, in whole or in part, by the
Optionee's estate, the devisee named in the
Optionee's valid last will and testament or
the Optionee's heir at law who inherits the
Option any portion of the Option.
14. USE OF PROCEEDS
The proceeds received by Solitron from the sale of Common Stock pursuant to
Options granted under the Plan shall constitute general funds of Solitron.
15. REQUIREMENTS OF LAW
(a) Violations of Law. The Company shall not be
required to sell or issue any shares of
Common Stock under any Option if the sale or
issuance of such shares would constitute a
violation by the individual exercising the
Option or the Company of any provisions of
any law or regulation of any governmental
authority, including without limitation any
federal or state securities laws or
regulations. Any determination in this
connection by the Board shall be final,
binding, and conclusive. The Company shall
not be obligated to take any affirmative
action in order to cause the exercise of an
Option or the issuance of shares pursuant
thereto to comply with any law or regulation
of any governmental authority.
(b) Registration. At the time of any exercise of
any Option, the Company may, if it shall
determine it necessary or desirable for any
reason, require the Optionee (or his or her
heirs, legatees or legal representative, as
the case may be), as a condition to the
exercise thereof, to deliver to the Company
a written representation of present
intention to purchase the shares for their
own account as an investment and not with a
view to, or for sale in connection with, the
distribution of such shares, except in
compliance with applicable federal and state
securities laws with respect thereto. In the
event such representation is required to be
delivered, an appropriate legend may be
placed upon each certificate delivered to
the Optionee (or his or her heirs, legatees
or legal representative, as the case may be)
upon his or her exercise of part or all of
the Option and a stop transfer order may be
placed with the transfer agent. Each Option
shall also be subject to the requirement
that, if at any time the Company determines,
in its discretion, that the listing,
registration or qualification of the shares
subject to the Option upon any securities
exchange or under any state or federal law,
or the consent or approval of any
governmental regulatory body is necessary or
desirable as a condition of or in connection
with, the issuance or purchase of the shares
thereunder, the Option may not be exercised
in whole or in part unless such listing,
registration, qualification, consent or
approval shall have been effected or
obtained free of any conditions not
acceptable to Company in its sole
discretion. The
Company shall not be obligated to take any
affirmative action in order to cause the
exercisability or vesting of an Option or to
cause the exercise of an Option or the
issuance of shares pursuant thereto to
comply with any law or regulation of any
governmental authority.
(c) Withholding. The Board may make such
provisions and take such steps as it may
deem necessary or appropriate for the
withholding of any taxes that the Company is
required by any law or regulation of any
governmental authority, whether federal,
state or local, domestic or foreign, to
withhold in connection with the exercise of
any Option, including, but not limited to:
(i) the withholding of delivery of shares of
Common Stock upon exercise of Options until
the holder reimburses the Company for the
amount the Company is required to withhold
with respect to such taxes, (ii) the
canceling of any number of shares of Common
Stock issuable upon exercise of such Options
in an amount sufficient to reimburse the
Company for the amount it is required to so
withhold, (iii) withholding the amount due
from any such person's wages or compensation
due to such person, or (iv) requiring the
Optionee to pay the Company cash in the
amount the Company is required to withhold
with respect to such taxes.
(d) Governing Law. This Plan shall be governed
by, and construed and enforced in accordance
with, the laws of the State of Florida.
16. AMENDMENT AND TERMINATION OF THE PLAN
The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Common Stock as to which Options have not
been granted; provided, however, that the approval by a majority of the votes
present and entitled to vote at a duly held meeting of the stockholders of
Solitron at which a quorum representing a majority of all outstanding voting
stock is, either in person or by proxy, present and voting on the amendment, or
by written consent in accordance with applicable state law and the Articles of
Incorporation and By-Laws of Solitron shall be required for any amendment if
approval of such amendment is necessary to comply with federal or state law or
with the rules of any stock exchange or automated quotation system on which the
Common Stock may be listed or traded. Except as permitted under Section 17
hereof, no amendment, suspension or termination of the Plan shall, without the
consent of the holder of the Option, alter or impair rights or obligations under
any Option theretofore granted under the Plan.
17. RECAPITALIZATION, REORGANIZATIONS, CHANGE IN CONTROL AND OTHER
CORPORATE EVENTS
(a) Recapitalization. If the outstanding shares
of Common Stock are increased or decreased
or changed into or exchanged for a different
number or kind of shares or other securities
of Solitron by reason of any
recapitalization, reclassification,
reorganization (other than as described in
Section 17(b) below), stock split, reverse
split, combination of shares, exchange of
shares, stock dividend or other distribution
payable in capital stock of Solitron, or
other increase or decrease in such shares
effected without receipt of consideration by
Solitron, occurring after the Effective
Date, an appropriate and proportionate
adjustment shall be made by the Board (i) in
the aggregate number and kind of shares of
Common Stock available under the Plan, (ii)
in the number and kind of shares of Common
Stock issuable upon exercise of outstanding
Options granted under the Plan, and (iii) in
the Option Price per share of outstanding
Options granted under the Plan.
(b) Reorganization. Unless otherwise provided in
an Option Agreement, in the event of a
Reorganization (as defined below) of
Solitron, the Board may in its sole and
absolute discretion, provide on a case by
case basis that some or all outstanding
Options may become immediately exercisable,
without regard to any limitation on exercise
imposed pursuant to Section 10(b). In the
event of a Reorganization of Solitron, the
Board may, in its sole and absolute
discretion, provide on a case by case basis
that Options shall terminate upon a
Reorganization, provided however, that
Optionee shall have the right, immediately
prior to the occurrence of such
Reorganization and during such reasonable
period as the Board in its sole discretion
shall determine and designate, to exercise
any vested Option in whole or in part. In
the event that the Board does not terminate
an Option upon a Reorganization of Solitron,
then each outstanding Option shall upon
exercise thereafter entitle the holder
thereof to such number of shares of Common
Stock or other securities or property to
which a holder of shares of Common Stock
would have been entitled to upon such
Reorganization. For purposes of this Plan a
"Reorganization" of an entity shall be
deemed to occur if such entity is a party to
a merger, consolidation, reorganization, or
other business combination with one or more
entities in which said entity is not the
surviving entity, if such entity disposes of
substantially all of its assets, or if such
entity is a party to a spin-off, split-off,
split-up or similar transaction; provided,
however, that the transaction shall not be a
Reorganization if Solitron, any Parent or
any Subsidiary is the surviving entity.
(c) Change in Control. Unless otherwise provided
in an Option Agreement, in the event of a
Change in Control (as defined below) of
Solitron, the Board may, in its sole and
absolute discretion, provide on a case by
case basis that some or all outstanding
Options may become immediately exercisable,
without regard to any limitation on exercise
imposed pursuant to Section 10(b). In the
event of a Change in Control of Solitron,
the Board may, in its sole and absolute
discretion, provide on a case by case basis
that Options shall terminate, provided
however, that Optionee shall have the right
for a reasonable period as the Board in its
sole discretion shall determine and
designate, to exercise any vested Option in
whole or in part. For purposes of the Plan,
a "Change in Control" shall be deemed to
occur if any person shall acquire direct or
indirect beneficial ownership (whether as a
result of stock ownership, revocable or
irrevocable proxies or otherwise) of
securities of an entity, pursuant to one or
more transactions, such that after
consummation and as a result of such
transaction, such person has direct or
indirect beneficial ownership of 50% or more
of the total combined voting power with
respect to the election of directors of the
issued and outstanding securities of
Solitron. For purposes of the Plan, a
"person" shall mean any person, corporation,
partnership, joint venture or other entity
or any group (as such term is defined for
purposes of Section 13(d) of the Exchange
Act), other than a Parent or Subsidiary,
"beneficial ownership" shall be determined
in accordance with Rule 13d-3 under the
Exchange Act.
(d) Change in Status of Parent or Subsidiary.
Unless otherwise provided in an Option
Agreement, in the event of a Change in
Control or Reorganization of a Parent or
Subsidiary, or in the event that a Parent or
Subsidiary ceases to be a Parent or
Subsidiary as defined in Section 424 of the
Code, the Board may, in its sole and
absolute discretion, (i) provide on a case
by case basis that some or all outstanding
Options held by an optionee employed by or
performing service for such Parent or
Subsidiary may become immediately
exercisable, without regard to any
limitation on exercise imposed pursuant to
Section 10(b) and/or (ii) treat the
employment or other services of an Optionee
employed by such Parent or Subsidiary as
terminated (and such Optionee shall have the
right to exercise his or her Options in
accordance with Section 13(a) of the Plan)
if such Optionee is not employed by Solitron
or any Parent or Subsidiary immediately
after such event.
(e) Dissolution or Liquidation. Upon the
dissolution or liquidation of Solitron, the
Plan and all Options outstanding hereunder
shall terminate. In the event of any
termination of the Plan under this Section
17(e), each individual holding an Option
shall have the right, immediately prior to
the occurrence of such termination and
during such reasonable period as the Board
in its sole discretion shall determine and
designate, to exercise such Option in whole
or in part, whether or not such Option was
otherwise exercisable at the time such
termination occurs and without regard to any
vesting or other limitation on exercise
imposed pursuant to Section 10(b) above.
(f) Adjustments. Adjustments under this Section
17 related to stock or securities of
Solitron shall be made by the Board, whose
determination in that respect shall be
final, binding, and conclusive. No
fractional shares of Common Stock or units
of other securities shall be issued pursuant
to any such adjustment, and any fractions
resulting from any such adjustment shall be
eliminated in each case by rounding downward
to the nearest whole share or unit.
(g) No Limitations. The grant of an Option
pursuant to the Plan shall not affect or
limit in any way the right or power of
Solitron to make adjustments,
reclassifications, reorganizations or
changes of its capital or business structure
or to merge, consolidate, dissolve or
liquidate, or to sell or transfer all or any
part of its business or assets.
18. DISCLAIMER OF RIGHTS
No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Company or to interfere in
any way with the right and authority of the Company either to increase or
decrease the compensation of any individual, including any Option holder, at any
time, or to terminate any employment or other relationship between any
individual and the Company. A holder of an Option shall not be deemed for any
purpose to be a stockholder of Solitron with respect to such Option except to
the extent that such Option shall have been exercised with respect thereto and,
in addition, a stock certificate shall have been issued theretofore and
delivered to the holder. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 17 hereof.
19. NONEXCLUSIVITY OF THE PLAN
The adoption of the Plan shall not be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive
compensation arrangements (which arrangements may be applicable either generally
to a class or classes of individuals or specifically to a particular individual
or individuals) as the Board in its discretion determines desirable, including,
without limitation, the granting of stock options or stock appreciation rights
other than under the Plan.
20. SEVERABILITY
If any provision of the Plan or any Option Agreement shall be determined to
be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.
21. NOTICES
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to Solitron, to its principal place of business,
attention: Stock Option Administrator, and if to the holder of an Option, to the
address as appearing on the records of the Company.