EXHIBIT 10.2
PALL CORPORATION
1993 STOCK OPTION PLAN
(as amended effective April 17, 2002)
Pall Corporation (the "Company"), in order to retain and attract
personnel for positions of responsibility with the Company and its subsidiaries
and to provide additional incentive to such personnel by offering them an
opportunity to obtain a proprietary interest in the Company, hereby authorizes
options to be granted to executive officers and eligible employees (as
hereinafter defined) of the Company and its subsidiaries and to members of the
Board of Directors of the Company to purchase shares of Common Stock of the
Company ("shares") upon the terms and conditions described below in this Pall
Corporation 1993 Stock Option Plan (the "Plan").
1. Administration of the Plan. The Plan shall be administered, and the
options under the Plan shall be granted, by the Stock Option Committee of the
Company as from time to time constituted (the "Committee"). The Committee shall
consist of three members of the Board of Directors who are appointed by the
Board and are (i) "Non-Employee Directors" as defined in Rule 16b-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934 or
any successor regulation, and (ii) "outside directors" as defined in the
regulations of the Internal Revenue Service under Section 162(m) of the Internal
Revenue Code. The members of the Committee shall serve, without compensation, at
the pleasure of the Board. Subject to the provisions of the Plan, the Committee
shall be authorized to interpret the Plan and the options granted under the
Plan, to establish, amend and rescind any rules and regulations relating to the
Plan, to determine the terms and provisions of the options described in Section
4 hereof, and to make all other decisions necessary or advisable for the
administration of the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any option in the
manner and to the extent the Committee deems desirable to carry it into effect.
Any decision of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive. The Committee may act only by a majority
of its members in office, except that the members thereof may authorize any one
or more of their number or any officer of the Company to execute and deliver
documents on behalf of the Committee. No member of the Committee shall be liable
for anything done or omitted to be done by him or by any other member of the
Committee in connection with the Plan, except for his own willful misconduct or
as expressly provided by statute.
2. Number of Shares Subject to Option. The aggregate number of shares
which may be issued under the Plan is three million (3,000,000) shares of Common
Stock of the Company. Such shares may be either authorized but unissued or
reacquired shares. If after October 4, 1993 the Company effects one or more
stock splits, stock dividends, combinations, exchanges of shares or similar
capital adjustments, the number and kind of shares with respect to which options
may be granted under the Plan, the number of shares which may be granted to any
individual as limited by Section 3 hereof, the number and kind of shares subject
to each outstanding option and the option price per share under each such option
shall be proportionately and appropriately adjusted by the Committee. If any
option granted under the Plan, or any portion thereof, shall expire or terminate
for any reason without having been exercised in full, the shares with respect to
which it has not been exercised shall be available for further options under the
Plan.
With respect to incentive stock options granted after December 31, 1986
under this Plan and under all stock option plans of the Company and its parent
and subsidiary corporations, the aggregate fair market value (determined at the
time the option is granted) of the stock with respect to which such incentive
stock options are exercisable for the first time by the optionee during any
calendar year shall not exceed $100,000.
3. Eligible Optionees. Options may be granted only (a) to executive
officers of the Company as that term is defined in Rule 405 of the Securities
and Exchange Commission under the Securities Act of 1933 or successor regulation
("executive officers"), (b) to other employees (including officers) of the
Company and of such other corporations as are subsidiary corporations of the
Company at the time of grant who, in the judgment of the Committee, are in a
position to contribute significantly to the Company's success ("eligible
employees") and (c) to members of the Board of Directors of the Company
("directors") except that no options shall be granted to members of the
Committee. The Committee is hereby given the authority to select the particular
executive officers, eligible employees and directors (other than members of the
Committee) to whom options under the Plan are to be granted, to determine the
number of shares to be optioned to each such executive officer, eligible
employee and director (except that options may not be granted under this Plan to
any individual during any period of 60 consecutive months on more than an
aggregate of 500,000 shares, subject to adjustment in accordance with the third
sentence of Section 2 hereof) and to grant one or more options under the Plan to
any such executive officer, eligible employee or director from time to time,
irrespective of whether one or more options have been granted to such employee
or director under previous stock option plans of the Company. In exercising its
authority under the foregoing provisions of this Section 3, each member of the
Committee, as authorized by ss.717(a) of the New York Business Corporation Law,
shall be entitled to rely on information, opinions, reports and statements
prepared or presented by (i) one or more officers of the Company or any
subsidiary of the Company whom the member believes to be reliable and competent
in the matters presented or (ii) counsel, public accountants or other persons as
to matters which the member believes to be within such person's professional or
expert competence. Nothing in the Plan or in any option granted under the Plan
shall confer any rights (a) on any officer or other employee to continue in the
employ of the Company or any of its subsidiary corporations or shall interfere
in any way with the right of the Company or any of its subsidiary corporations,
as the case may be, to terminate his employment at any time or (b) on any
director to continue as a director.
4. Terms of Options. Options granted under the Plan, irrespective of
the date of grant thereof, may be "incentive stock options" meeting the
requirements for such options prescribed by Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or may be options not so qualifying as
incentive stock options ("nonqualified options"). The determination as to
whether or not an option granted under the Plan shall be an incentive stock
option shall be made by the Committee except that all options granted to
directors who are not also employees of the Company or a subsidiary ("outside
directors") shall be nonqualified options; outside directors shall not be
eligible to receive incentive stock options.
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Each option granted under the Plan shall comply with the following
terms and conditions:
(a) The option price shall be the fair market value of the
shares subject to the option at the time the option is granted. Fair
market value shall be as determined in good faith by the Committee. In
no event shall the option price be less than the par value of the
shares.
(b) The option shall not be transferable by the optionee
otherwise than by will or the laws of descent and distribution, and
shall be exercisable during his or her lifetime only by him or her
except that, at the discretion of the Committee, a nonqualified option
may provide that the option is transferable to any "family member" of
the optionee, as the term "family member" is defined in the General
Instructions to Form S-8 promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.
(c) An option shall not be exercisable
(i) after the expiration of ten years from the date
it is granted (the "date of grant"); and
(ii) unless counsel for the Company shall be
satisfied that the issuance of shares upon exercise will be in
compliance with the Securities Act of 1933, as amended, and
applicable state laws; and
(iii) unless written notice of exercise, in form
satisfactory to the committee, is given to the Company; and
(iv) unless the optionee has been, at all times
during the period beginning with the date of grant of an
option and ending on the date of exercise thereof: (I) an
employee of the Company or of one of its subsidiary
corporations, or of a corporation or a parent or subsidiary of
a corporation assuming the option in a transaction to which
Section 424(a) of the Code applies or (II) an outside director
if the optionee was an outside director on the date of grant,
except that
(A) if the optionee shall cease to be an
employee or outside director by reason of his
disability or by reason of his retirement under an
approved retirement program of the Company or a
subsidiary thereof while holding an option which has
not expired and has not been fully exercised, the
option shall remain in full force and effect and may
be exercised in accordance with its terms until it
expires by its terms by the passage of time or is
canceled or terminated in accordance with its terms
(it being understood, however, that incentive stock
option federal income tax treatment will not be
accorded with respect to an option exercise made more
than three months after the optionee ceased to be an
employee by reason of such retirement or one year
after he ceased to be an employee by reason of
disability within the meaning of Section 22(e)(3) of
the Code or successor section); and
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(B) if any person to whom an option has been
granted shall die holding an option which has not
been fully exercised, his estate or any person who
acquired the right to exercise the option by bequest
or inheritance or by reason of the death of such
person may, at any time within one year after the
date of such death (but in no event after the option
has expired by its terms by the passage of time or
has been canceled or terminated in accordance with
its terms) exercise the option with respect to any
shares as to which the decedent could have exercised
the option at the time of his death; and
(C) if the optionee shall cease to be an
employee for any reason other than disability,
retirement or death as provided in paragraphs (A) and
(B) of this Section 4(a)(iv), while holding an option
which has not expired and has not been fully
exercised, the Committee may, in its sole discretion,
amend the option to permit its exercise at any time
within six months (or such shorter period as the
Committee may specify) after the date on which the
optionee ceases to be an employee (but in no event
after the option has expired by its terms by the
passage of time or has been canceled or terminated in
accordance with its terms), provided that (I) any
optionee who exercises an option under this paragraph
(C) after he or she ceases to be an employee may not
elect to pay the "purchase price" on an installment
basis as provided in Section 4(d) hereof, and (II) it
is understood that incentive stock option federal
income tax treatment will not be accorded with
respect to an option exercise made, in accordance
with action by the Committee pursuant to this
paragraph, more than three months after the optionee
ceased to be an employee; and
(v) unless the person exercising the option makes
payment to the Company in full in United States dollars by
cash or check of such amount as is sufficient to satisfy the
Company's obligation, if any, to withhold federal, state and
local taxes by reason of such exercise or makes such other
arrangement satisfactory to the Committee as will enable the
Company to satisfy such obligation.
(d) Each option granted under the Plan shall be evidenced by
an instrument in such form as the Committee shall prescribe from time
to time in accordance with the Plan and all applicable laws and
regulations and shall be subject to such terms and conditions relating
to the time at which the option may first be exercised and the number
of shares with respect to which it may thereafter be exercised from
time to time (for example, in cumulative annual or other periodic
installments), and to such additional terms and conditions not
inconsistent with the Plan or applicable laws and regulations, as the
Committee may in its discretion determine. Each nonqualified option
granted under the Plan shall state that it is not to be treated as an
incentive stock option. Each option granted under the Plan shall
require that the person exercising the option shall, at the time notice
of exercise is given pursuant to Section 4(c)(iii) hereof, make full
payment in United States dollars by cash or check of the option
exercise price of the shares being acquired except that, at the
election of the Committee, an option may provide that, at the time
notice of exercise is given pursuant to Section 4(c)(iii) hereof, the
person exercising the option, at his or her election, shall either make
full payment in United States dollars by cash or check of the option
exercise price of the shares being acquired (sometimes hereafter called
the "purchase price") or agree to pay such purchase price on an
installment payment basis on the following terms and conditions:
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(A) The installments payable shall be the
minimum amounts required to be paid by Regulation U
of the Board of Governors of the Federal Reserve
System as in effect as of the date of exercise of the
option (hereinafter "Regulation U") or such greater
installment payments as the Committee may prescribe.
(B) The person exercising the option shall
not be required to pay interest to the Company on the
unpaid balance of the purchase price.
(C) The unpaid balance of the purchase price
shall be immediately payable in full upon demand made
by the Company to the optionee (or to the successor
owner of the stock if the optionee has died).
(D) The shares for which the option is
exercised shall be issued to and registered in the
name of the person exercising the option but shall be
endorsed by the person exercising the option in blank
(either on the certificate or on a separate stock
power) and held by the Company as collateral security
for the unpaid balance of the purchase price. The
person exercising the option shall not be permitted
to sell, withdraw, pledge or otherwise dispose of all
or any part of such collateral except at a time when
such sale, withdrawal, pledge or other disposition is
permitted by Regulation U. Subject to compliance with
the immediately preceding sentence, the person
exercising the option shall have the right at any
time and from time to time to withdraw part or all of
the shares from the collateral so held by the Company
upon payment of the unpaid balance of the purchase
price of the shares withdrawn. For purposes of
determining such unpaid balance, each payment made
otherwise than to obtain withdrawal of shares under
the immediately preceding sentence shall be applied
pro rata to all shares which at the time of such
payment are held by the Company as collateral for the
payment of the purchase price by the person
exercising the option. Upon default by the person
exercising the option in the making of any payment
due under the foregoing provisions of this
subparagraph (d), the Company shall have with respect
to the collateral all of the rights of a secured
party under the Uniform Commercial Code as in effect
in the State of New York.
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(E) The person exercising an option shall be
entitled, from the date of exercise of such option,
to all of the rights of a shareholder, including the
right to vote the shares and to receive and retain
all dividends paid thereon.
(e) The Committee is authorized in its discretion and with the
consent of the optionee to make amendments, not in conflict with the
Plan or any applicable law or regulation, in the terms of any option
granted under the Plan.
(f) In addition to the methods of payment of the option
exercise price authorized by subparagraph (d) next above, the option
may provide that the person exercising the option, at his or her
election, shall have the right to make payment at the time of exercise
by delivering to the Company shares of Common Stock of the Company
having a total fair market value equal to the option exercise price, or
a combination of cash and such shares having a total fair market value
equal to the option exercise price, provided, however, that all shares
so delivered must have been beneficially owned by the person exercising
the option for at least six months prior to the option exercise date
and, upon request, the Company shall be given satisfactory proof of
such beneficial ownership. For the purposes of the preceding sentence,
the fair market value of a share of Common Stock shall be the mean
between the high and low sale prices of the Common Stock on the trading
day preceding the option exercise date as such prices are reported by
and for the New York Stock Exchange, Inc. Composite Transactions.
Certificates representing shares delivered to the Company pursuant to
this paragraph shall be duly endorsed or accompanied by appropriate
stock powers, in either case with signature guaranteed if so required
by the Company.
5. Interpretation. The words "employee", "own", "outstanding" and
"disposition", the term "subsidiary corporation" and any other words or terms
used in the Plan or in the options granted under the Plan which are defined or
used in Section 422 or 424 of the Code shall, unless the context clearly
requires otherwise, have the meanings assigned to them therein, irrespective of
whether or not such options are incentive stock options.
6. Reports and Returns. The appropriate officers of the Company shall
cause to be filed, or furnished to all employees to whom options have been
granted, any reports, returns or other information regarding the options granted
hereunder or any shares issued pursuant to the exercise thereof as may be
required by the Code, the Securities Act of 1933, the Securities Exchange Act of
1934, the Employee Retirement Income Security Act of 1974, Regulation U of the
Board of Governors of the Federal Reserve System or any other applicable
statute, rule or regulation, as any such statute, rule or regulation has been
amended to the time in question.
7. Amendment. The Plan may be amended at any time and from time to time
by the Board of Directors of the Company, but no amendment increasing the
aggregate number of shares which may be issued under options granted pursuant to
the Plan or affecting this sentence shall be effective unless the same be
approved by the shareholders of the Company not later than the date 12 months
after the Board adopts the amendment. No amendment of the Plan shall alter or
impair any of the rights or obligations of any person, without his or her
consent, under any option theretofore granted under the Plan.
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8. Termination. The Plan shall terminate upon the earlier of the
following dates or events to occur:
(a) upon the adoption of a resolution of the Board of
Directors of the Company terminating the Plan; or
(b) October 3, 2003.
No termination of the Plan shall alter or impair any of the rights or
obligations of any person, without his or her consent, under any option
theretofore granted under the Plan.
9. Shareholder Approval. The Plan shall be submitted to the
shareholders of the Company for their approval before October 4, 1994. No option
granted hereunder shall be exercisable until such approval has been obtained. If
the shareholders do not approve the Plan before October 4, 1994, the Plan shall
terminate and all options theretofore granted hereunder shall thereupon be void
without further action of the Company. The shareholders shall be deemed to have
approved the Plan only if it is approved at a meeting of the shareholders duly
held before October 4, 1994, by vote taken in the manner required by the laws of
the State of New York.
As adopted by the Board of Directors
of Pall Corporation on October 4, 1993,
approved by the shareholders at the
annual meeting on November 18, 1993,
amended by the Executive Committee on
November 19, 1998, and amended by the
Board of Directors on April 17, 2002.
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