Exhibit 10.13
CONCORD CAMERA CORP.
2002 INCENTIVE PLAN
FOR
NEW RECRUITS
I. Purpose
The purpose of the Concord Camera Corp. 2002 Incentive Plan for New
Recruits (the "Plan") is to attract and retain and provide incentives to new
recruits of the Corporation, and to thereby increase overall shareholders'
value. The Plan generally provides for the granting of stock, stock options,
stock appreciation rights, restricted shares or any combination of the foregoing
to the eligible participants.
II. Definitions
(a) "Award" includes, without limitation, stock options with or without
stock appreciation rights, dividend equivalent rights, stock awards, restricted
share awards, or other awards that are valued in whole or in part by reference
to, or are otherwise based on, the Common Stock ("other Common Stock-based
Awards"), all on a stand alone, combination or tandem basis, as described in or
granted under this Plan.
(b) "Award Agreement" means a written agreement setting forth the terms
and conditions of each Award made under this Plan.
(c) "Board" means the Board of Directors of the Corporation.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Committee" means the Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board from time to time
to administer this Plan the members of which shall consist solely of members of
the Board who are "Non-Employee Directors" within the meaning of Rule 16b-3 of
the Exchange Act and are "outside directors" for purposes of Code Section
162(m)(4)(C) of the Code.
(f) "Common Stock" means the no par value common stock of the
Corporation.
(g) "Corporation" means Concord Camera Corp., a New Jersey corporation.
(h) "Employee" means an employee of the Corporation or a Subsidiary.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
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(j) "Fair Market Value" means the closing price for the Common Stock as
officially reported on the relevant date (or if there were no sales on such
date, on the next preceding date on which such closing price was recorded) by
the principal national securities exchange on which the Common Stock is listed
or admitted to trading, or, if the Common Stock is not listed or admitted to
trading on any such national securities exchange, the closing price as furnished
by the National Association of Securities Dealers through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information, or, if the
Common Stock is not quoted on NASDAQ, as determined in good faith by resolution
of the Board (whose determination shall be conclusive), based on the best
information available to it.
(k) "Participant" means a Recruit who has been granted an Award under
the Plan.
(l) "Recruit" means a person, not previously an Employee, who is
granted an option pursuant to the Plan to induce such person to become an
Employee, whether or not such person also becomes an officer of the Corporation
for securities law reporting purposes or otherwise.
(m) "Subsidiary" means any corporation or other entity, whether
domestic or foreign, in which the Corporation has or obtains, directly or
indirectly, a proprietary interest of more than 50% by reason of stock ownership
or otherwise.
III. Eligibility
Any Recruit of the Corporation or a Subsidiary selected by the
Committee is eligible to receive an Award.
IV. Plan Administration
(a) Except as otherwise determined by the Board, the Plan shall be
administered by the Committee. The Board, or the Committee to the extent
determined by the Board, shall periodically make determinations with respect to
Participants in the Plan and, except as otherwise required by law or this Plan,
the grant terms of Awards, including vesting schedules, price, restriction or
option period, dividend rights, post-retirement and termination rights, payment
alternatives such as cash, stock, contingent awards or other means of payment
consistent with the purposes of this Plan, and such other terms and conditions
as the Board or the Committee deems appropriate which shall be contained in an
Award Agreement with respect to a Participant.
(b) The Committee shall have authority to interpret and construe the
provisions of the Plan and any Award Agreement and make determinations pursuant
to any Plan provision or Award Agreement which shall be final and binding on all
persons. No member of the Committee shall be liable for any action or
determination made in good faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided in the Corporation's
Certificate of Incorporation, as it may be amended from time to time.
(c) The Committee shall have the authority at any time to provide for
the conditions and circumstances under which Awards shall be forfeited.
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V. Capital Stock Subject to the Provisions of this Plan
(a) The capital stock subject to the provisions of this Plan shall be
shares of authorized but unissued Common Stock and shares of Common Stock held
as treasury stock. Subject to adjustment in accordance with the provisions of
Section X, and subject to Sections V(b) and V(c) below, the total number of
shares of Common Stock subject to the Plan shall be 500,000, and thereafter the
number of shares of Common Stock subject to the Plan shall be automatically
adjusted at the end of each fiscal quarter of the Corporation to be reduced by
the number of shares of Common Stock issued during such fiscal quarter upon
exercise of options theretofore granted pursuant to the Plan. The Treasurer of
the Corporation shall maintain a ledger showing at any time the number of shares
of Common Stock then subject to the provisions of the Plan.
(b) Any shares ceasing to be subject to an option because of the
surrender of such option in lieu of exercise shall become again available for
Awards under the Plan. The grant of a restricted share Award shall be deemed to
be equal to the maximum number of shares which may be issued under the Award.
Awards payable only in cash will not reduce the number of shares available for
Awards granted under the Plan.
(c) There shall be carried forward and be available for Awards under
the Plan, in addition to shares available for grant under paragraph (a) of this
Section V, all of the following: (i) any unused portion of the limit set forth
in paragraph (a) of this Section V; (ii) shares represented by Awards which are
cancelled, forfeited, surrendered, terminated, paid in cash or expire
unexercised; and (iii) the excess amount of variable Awards which become fixed
at less than their maximum limitations.
VI. Awards Under This Plan
As the Board or Committee may determine, the following types of Awards
and other Common Stock-based Awards may be granted under this Plan on a stand
alone, combination or tandem basis:
(a) Stock Option. A right to buy a specified number of shares of Common
Stock at a fixed exercise price during a specified time, all as the Committee
may determine; provided that the exercise price of any option shall not be less
than 100% of the Fair Market Value of the Common Stock on the date of grant of
the Award.
(b) No Incentive Stock Options. Awards under the Plan will not comply
with the requirements of Section 422 of the Code for Incentive Stock Options.
(c) Stock Appreciation Right. A right contained in the grant of a stock
option to receive the excess of the Fair Market Value of a share of Common Stock
on the date the option is surrendered over the option exercise price contained
in the Award Agreement.
(d) Restricted Shares. A transfer of Common Stock to a Participant
subject to forfeiture until such restrictions, terms and conditions as the
Committee may determine are fulfilled.
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(e) Dividend or Equivalent. A right to receive dividends or their
equivalent in value in Common Stock, cash or in a combination of both with
respect to any new or previously existing Award.
(f) Stock Award. An unrestricted transfer of ownership of Common Stock.
(g) Other Stock-Based Awards. Other Common Stock-based Awards which are
related to or serve a similar function to those Awards set forth in this Section
VI.
VII. Award Agreements
Each Award under the Plan shall be evidenced by an Award Agreement
setting forth the terms and conditions of the Award and executed by the
Corporation and Participant.
VIII. Other Terms and Conditions
(a) Assignability. Except as provided in the next following sentence,
no Award shall be assignable or transferable except by will, by the laws of
descent and distribution and, during the lifetime of a Participant, the Award
shall be exercisable only by such Participant. If expressly permitted by the
Award Agreement, Stock Options may be assigned to or otherwise transferred by
the Optionee to family members of the Optionee or trusts or partnerships in
which the participants or beneficiaries are limited to the Optionee and/or such
family members; provided, however, that as so transferred or assigned, all
provisions of any such option, including provisions relating to forfeiture and
vesting, shall continue in full force and effect.
(b) Termination of Employment. The Committee shall determine the
disposition of the grant of each Award in the event of the retirement,
disability, death or other termination of a Participant's employment or other
relationship with the Corporation or a Subsidiary.
(c) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant is the holder of record. No adjustment will be made for dividends or
other rights for which the record date is prior to such date.
(d) No Obligation to Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.
(e) Payments by Participants. The Committee may determine that Awards
for which a payment is due from a Participant may be payable: (i) in U.S.
dollars by personal check, bank draft or money order payable to the order of the
Corporation, by money transfers or direct account debits; (ii) pursuant to a
broker-assisted "cashless exercise" program if established by the Corporation;
(iii) by a combination of the methods described in (i) and (ii) above; or (iv)
by such other methods as the Committee may deem appropriate.
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(f) Withholding. The Corporation shall deduct from all cash
distributions under the Plan any taxes required to be withheld by federal, state
or local government. Whenever the Corporation proposes or is required to issue
or transfer shares of Common Stock under the Plan or upon the vesting of any
Stock Award, the Corporation shall have the right to require the Participant to
remit to the Corporation an amount sufficient to satisfy any federal, state and
local withholding tax requirements prior to the delivery of any certificate(s)
for such shares or the vesting of such Stock Award. A Participant may pay the
withholding tax in cash, or, if the Award Agreement so provides, a Participant
may elect to have the number of shares of Common Stock he is to receive reduced
by the smallest number of whole shares of Common Stock which, when multiplied by
the Fair Market Value of the shares determined as of the tax date, is sufficient
to satisfy statutorily required federal, state and local, if any, withholding
taxes arising from exercise or payment of an Award.
IX. Termination, Modification and Amendments
(a) The Plan may from time to time be terminated, modified or amended
by the Board.
(b) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by an Award without the consent of the recipient
thereof.
X. Recapitalization
The aggregate number of shares of Common Stock as to which Awards may
be granted to Participants, the number of shares thereof covered by each
outstanding Award and the price per share thereof in each such Award, shall all
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or other capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of consideration
by the Corporation, or other change in corporate or capital structure; provided,
however, that any fractional shares resulting from any such adjustment shall be
eliminated. The Committee may also make the foregoing changes and any other
changes, including changes in the classes of securities available, to the extent
it is deemed necessary or desirable to preserve the intended benefits of the
Plan for the Corporation and the Participants in the event of any other
reorganization, recapitalization, merger, consolidation, spin-off, extraordinary
dividend or other distribution or similar transaction.
XI. No Right to Employment
No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of, or in the other relationship with, the Corporation or
a Subsidiary. Further, the Corporation and each Subsidiary expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan except as provided herein or in any Award Agreement issued
hereunder.
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XII. Governing Law
To the extent that federal laws do not otherwise control, the Plan
shall be construed in accordance with and governed by the laws of the State of
Florida.
XIII. Savings Clause
This Plan is intended to comply in all aspects with applicable laws and
regulations. In case any one or more of the provisions of this Plan shall be
held invalid, illegal or unenforceable in any respect under applicable law and
regulation, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and the invalid,
illegal or unenforceable provision shall be deemed null and void; however, to
the extent permissible by law, any provision which could be deemed null and void
shall first be construed, interpreted or revised retroactively to permit this
Plan to be construed in compliance with all applicable laws so as to foster the
intent of this Plan.
XIV. Effective Date and Term
The effective date of this Plan is September 4, 2002. The Plan shall
terminate on September 3, 2012. No awards shall be granted after the termination
of the Plan.
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AMENDMENT NO. 1, dated as of June 2, 2003, to 2002 Incentive
Plan for New Recruits (the "Plan") of Concord Camera Corp., a New Jersey
corporation (the "Corporation").
NOW, THEREFORE, the Plan is hereby amended by adding the
following subparagraph (g) to Article VIII:
(g) Deferred Delivery of Common Stock. The Committee may in
its discretion permit a Participant to defer delivery of Common Stock
acquired pursuant to a Participant's exercise of an option in
accordance with the terms and conditions of a deferred delivery plan
established by the Corporation. Such deferral shall be deemed to be
invested in Common Stock, shall not exceed two years unless the
Committee or the Board extends the length of the deferral period as to
one or more Participants to beyond two years, and shall be payable only
in Common Stock in accordance with the payment provisions of such
deferred delivery plan.
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