Exhibit 10.1
AIR METHODS CORPORATION
2006 EQUITY COMPENSATION PLAN
I. Purpose
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This Air Methods Corporation 2006 Equity Compensation Plan (the "Plan")
provides for Equity Compensation Grants (as defined below) to Employees and
Consultants (as defined herein, including nonemployee directors) of Air Methods
Corporation (the "Company"), and such of its subsidiaries (as defined in Section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code")), as the
Board of Directors of the Company (the "Board") shall from time to time
designate ("Participating Subsidiaries"), in order to advance the interests of
the Company and its Participating Subsidiaries through the motivation,
attraction and retention of their Employees and Consultants.
II. Certain Definitions
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2.1 "Stock Option". A Stock Option is the right granted under the Plan
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to a Participant to purchase shares of Common Stock, at such time or times, and
at such price or prices ("Option Price"), as are determined by the Committee. A
Stock Option may be an ISO or a Non-ISO as such terms are defined in Section II.
2.2 "Stock Appreciation Right". A Stock Appreciation Right is the
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right to receive payment, in shares of Common Stock, cash, or a combination of
shares of Common Stock and cash, of the Redemption Value of a specified number
of shares of Common Stock then purchasable under a Stock Option.
2.3 "Restricted Stock Grant". A Restricted Stock Grant is the right to
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acquire shares of Common Stock for such consideration, if any, and subject to
such restrictions on transfer and other terms and conditions as are provided for
in Section VIII and as established by the Committee.
2.4 "Supplemental Bonus". A Supplemental Bonus is the right to receive
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payment, in shares of Common Stock, cash, or a combination of shares of Common
Stock and cash, of an amount determined under Section 7.6.
2.5 "Equity Compensation Grant". An Equity Compensation Grant is a
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Stock Option, Stock Appreciation Right, Restricted Stock Grant on Supplemental
Bonus.
2.6 "Redemption Value". The Redemption Value of shares of Common Stock
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purchasable under a Stock Option shall be the amount, if any, by which the Fair
Market Value of one share of Common Stock on the date on which the Stock Option
is exercised exceeds the Option Price for such share.
2.7 "Common Stock". A share of Common Stock means a share of
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authorized but unissued or reacquired Common Stock of the Company.
2.8 "Fair Market Value". For the purpose of the Plan, the Fair Market
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Value of a share of Common Stock on any date shall be the officially-quoted
closing price for the date in question of the shares on the NASDAQ Stock Market
or such other stock exchange or securities trading market which is the primary
trading market for such shares, or if no closing price is reported on such date,
the average of the representative closing bid and asked prices on such date as
reported by an accepted reporting service. In the event the Common Stock is not
traded publicly, the Fair Market Value of a share of Common Stock
on any date shall be determined, in good faith, by the Committee after such
consultation with outside experts as the Committee may deem advisable, and the
Committee shall maintain a written record of its method of determining such
value.
2.9 "Employee". An Employee is an employee of the Company or any
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Participating Subsidiary.
2.10 "Consultant". A Consultant is a bona fide consultant, or a
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nonemployee director, of the Company or any Participating Subsidiary.
2.11 "Participant". A Participant is an Employee or Consultant to whom
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an Equity Compensation Grant is granted.
2.12 "Disinterested Person". A Disinterested Person is a director of
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the Company who is not, during the one year prior to service as an administrator
of the Plan, granted or awarded equity securities pursuant to the Plan or any
other plan of the Company or any of its affiliates except as may be permitted by
Rule 16b-3(d) under the Securities Exchange Act of 1934 or any successor to such
rule.
2.13 "Supplemental Bonus". A Supplemental Bonus is the right to
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receive payment, in shares of Common Stock, cash, or a combination of shares of
Common Stock and cash, of an amount determined under Section 7.6.
III. Incentive Stock Options and Non-Incentive Stock Options
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The Stock Options granted under the Plan may be either:
(a) Incentive Stock Options ("ISOs") which are intended to be
"Incentive Stock Options" as that term is defined in Section 422 of the
Code; or
(b) Non-Incentive Stock Options ("Non-ISOs") which are intended to
be options that do not qualify as "Incentive Stock Options" under Section
422 of the Code.
All Stock Options granted to Participants other than Consultants shall be ISOs
unless the Option Agreement clearly designates the Stock Options granted
thereunder, or a specified portion thereof, as Non-ISOs. Subject to the other
provisions of the Plan, a non-Consultant Participant may receive ISOs and
Non-ISOs at the same time, provided that the ISOs and Non-ISOs are clearly
designated as such. All Stock Options granted to Consultants shall be Non-ISOs.
Except as otherwise expressly provided herein, all of the provisions and
requirements of the Plan relating to Stock Options shall apply to ISOs and
Non-ISOs.
IV. Administration
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4.1 Committee. The Plan shall be administered by a committee (the
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"Committee") composed of two or more directors, all of whom are Disinterested
Persons. The Committee shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and to
adopt such rules for administering the Plan as it may deem necessary to comply
with the requirements of the Code, to assure that Stock Options that are
intended to be ISOs will be classified as incentive stock options under the
Code, or to conform to any regulation or any change in any law or regulation
applicable thereto. The Committee may delegate any of its responsibilities
under the Plan, other than its responsibilities to grant Equity Compensation
Grants, to determine whether the Stock Appreciation
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Rights or Supplemental Bonuses, if any, payable to a Participant shall be paid
in cash, in shares of Common Stock or a combination thereof, or to interpret and
construe the Plan. If the Board is composed entirely of Disinterested Persons,
the Board may reserve to itself any of the authority granted to the Committee as
set forth herein, and it may perform and discharge all of the functions and
responsibilities of the Committee at any time that a duly constituted Committee
is not appointed and serving. All references in the Plan to the "Committee"
shall be deemed to refer to the Board whenever the Board is discharging the
powers and responsibilities of the Committee.
4.2 Actions of Committee. All actions taken and all interpretations
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and determinations made by the Committee in good faith (including determinations
of Fair Market Value) shall be final and binding upon all Participants, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, and all members of the Committee shall, in
addition to their rights as directors, be fully protected by the Company with
respect to any such action, determination or interpretation.
V. Eligibility and Participation
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Equity Compensation Grants may be made to Employees or Consultants of the
Company or any Participating Subsidiary, including directors of the Company who
are also Employees. The Committee shall from time to time determine the
Employees or Consultants to whom Equity Compensation Grants shall be granted,
the number of shares of Common Stock subject to each such Equity Compensation
Grant and the terms and provisions of each such Equity Compensation Grant, all
as provided in this Plan.
VI. Shares of Common Stock Subject to the Plan
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6.1 Maximum Number. The maximum aggregate number of shares of Common
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Stock that may be issued pursuant to Equity Compensation Grants granted under
the Plan shall be 600,000. If any shares of Common Stock subject to an Equity
Compensation Grant are forfeited or expire under the terms of the Grant, such
shares may again be made subject to Equity Compensation Grants.
6.2 Capital Changes. In the event any changes are made to the
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Company's Common Stock (whether by reason of merger, consolidation,
reorganization, recapitalization, stock dividend in excess of ten percent (10%)
at any single time, stock split, combination of shares, exchange of shares,
change in corporate structure or otherwise), appropriate adjustments shall be
made in: (i) the number of shares of Common Stock theretofore made subject to
Equity Compensation Grants, and in the purchase price of said shares; and (ii)
the aggregate number of shares which may be made subject to Equity Compensation
Grants. If any of the foregoing adjustments shall result in a fractional share,
the fraction shall be disregarded, and the Company shall have no obligation to
make any cash or other payment with respect to such a fractional share.
VII. Stock Options
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7.1 Grant of Stock Options. The Committee may from time to time, grant
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Stock Options to a Participant and establish the number of shares of Common
Stock subject to each such Stock Option, the Option Price of each option and all
other terms and conditions of exercise of the Stock Option, all as provided in
the Plan. The Option Price of any ISO shall be not less than the Fair Market
Value of a share of Common Stock on the date on which the Stock Option is
granted and the aggregate Fair Market Value (determined as of the time the ISO
is granted) of the Common Stock as to which all ISOs granted to an Employee may
first become exercisable in a particular calendar year may not exceed $100,000.
The Option Price of a Non-ISO may be less than the Fair Market Value on the date
the Non-ISO is granted if the Committee so determines. If an ISO is granted to
an Employee who then owns stock possessing more
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than 10% of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary corporation of the Company, the Option Price
of such ISO shall be at least 110% of the Fair Market Value of the Common Stock
subject to the ISO at the time such ISO is granted, and such ISO shall not be
exercisable after 5 years after the date on which it was granted. Each Stock
Option shall be evidenced by a written agreement ("Option Agreement") containing
such terms and provisions as the Committee may determine, subject to the
provisions of the Plan.
7.2 Time of Exercise. Subject to the provisions of the Plan, including
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without limitation Section 7.4, the Committee, in its discretion, shall
determine the time when a Stock Option, or a portion of a Stock Option, shall
become exercisable, and the time when a Stock Option, or a portion of a Stock
Option, shall expire, which shall be, to the extent not exercised, no later than
the tenth anniversary of the date on which it was granted. Such time or times
shall be set forth in the Option Agreement evidencing such Stock Option.
7.3 Exchange of Outstanding Stock. The Committee, in its sole
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discretion, may permit a Participant to surrender to the Company shares of the
Common Stock previously acquired by the Participant as part or full payment for
the exercise of a Stock Option. Such surrendered shares shall be valued at
their Fair Market Value on the date of exercise.
7.4 Termination of Employment Before Exercise. With respect to
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Participants who are Employees, if a Participant's employment with the Company
or a Participating Subsidiary shall terminate for any reason other than the
Participant's death or disability, any Stock Option then held by the
Participant, to the extent then exercisable under the applicable Option
Agreement(s) and unless otherwise determined by the Committee and set forth in a
Participant's applicable Option Agreement(s), shall remain exercisable after the
termination of his employment for a period of three months (but, in the case of
an ISO, in no event beyond ten years from the date of grant of the ISO). If
such Participant's employment is terminated because the Participant dies or is
disabled within the meaning of Section 22(e)(3) of the Code, any Stock Option
then held by the Participant, to the extent then exercisable under the
applicable Option Agreement(s) and unless otherwise determined by the Committee
and set forth in a Participant's applicable Option Agreement(s) shall remain
exercisable by the Participant or his Personal Representative or successor, in
the case of death, after the termination of his employment for a period of
twelve months (but, in the case of an ISO, in no event beyond ten years from the
date of grant of the ISO). The termination of a Stock Option granted to a
Consultant shall be as determined by the Committee, and set forth in the
Consultant's applicable Option Agreement(s). If the Stock Option is not
exercised during the applicable period, it shall be deemed to have been
forfeited and of no further force or effect.
7.5 Disposition of Forfeited Stock Options. Any shares of Common Stock
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subject to Stock Options forfeited by a Participant may be made subject to Stock
Options granted to other Participants.
7.6 Grant of Supplemental Bonuses. The Committee, either at the time
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of grant or at any time prior to exercise of any Non-ISO or Stock Appreciation
Right, may provide for a Supplemental Bonus from the Company or Participating
Subsidiary in connection with a specified number of shares of Common Stock then
purchasable, or which may become purchasable, under a Stock Option, or a
specified number of Stock Appreciation Rights which may be or become
exercisable. Such Supplemental Bonus shall be payable upon the exercise of the
Non-ISO or Stock Appreciation Right with regard to which such Supplemental Bonus
was granted. A Supplemental Bonus shall not exceed the amount necessary to
reimburse the Participant for the income tax liability incurred by him upon the
exercise of the Non-ISO or upon the exercise of such Stock Appreciation Right,
calculated using the maximum combined Federal and Colorado income tax rates then
in effect and taking into account the tax liability arising from the
Participant's receipt of the Supplemental Bonus. The Committee may, in its
discretion, elect to pay any
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part or all of the Supplemental Bonus in: (i) cash; (ii) shares of Common
Stock; or (iii) any combination of cash and shares of Common Stock. The
provisions of Section 9.3 shall apply to the giving of notice, the determination
of the number of shares to be delivered, and the time for delivering shares. In
applying Section 9.3, the Supplemental Bonus shall be treated as if it were a
Stock Appreciation Right that the Participant exercised on the day the
Supplemental Bonus became payable.
VIII. Restricted Stock Grants
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8.1 Grants of Restricted Stock. The Committee may, from time to time,
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grant rights to acquire shares of Common Stock ("Restricted Shares" or "Shares")
to any Participant. The Committee shall establish all terms and conditions of
the grant, including the number of Restricted Shares subject to the grant, the
purchase price, if any to be paid by the Grantee for such shares and
restrictions applicable to the Restricted Shares. The restrictions placed on
the Restricted Shares may include restrictions on transfer of all or a portion
of the Restricted Shares, provisions for the forfeiture of such Shares in
specified circumstances, a right of the Company to repurchase the Restricted
Shares and the conditions (including price) of such repurchase, and a right of
first refusal in the Company to purchase the Shares before the Shares may be
transferred to a third party. Each Restricted Stock Grant shall be evidenced by
an agreement ("Restricted Stock Agreement") between the Company and the
Participant setting forth the terms of the Restricted Stock Grant.
8.2 Rights of Grantee. Shares of Common Stock that are issued as a
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Restricted Stock Grant shall be issued in the name of the Grantee as soon as
reasonably practicable after the grant upon acceptance of the restrictions by
the Grantee in a Restricted Stock Agreement. At the sole discretion of the
Committee, certificates for the Restricted Stock will be deposited with an
escrow agent (which may be the Company) designated by the Committee. Unless the
Committee determines otherwise, and as set forth in the Restricted Stock
Agreement, upon delivery of the Restricted Stock to the escrow agent, the
Participant will have the rights of a stockholder with respect to the Restricted
Shares, including the right to vote the Shares and to receive dividends or other
distributions as described in Section 8.8.
8.3 Non-Transferability. Until all restrictions upon the shares of
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Restricted Stock awarded to a Participant have lapsed in the manner set forth in
Section 8.4, the Shares shall not be sold, transferred or otherwise disposed of
by the Participant, nor pledged or otherwise hypothecated, nor will the
certificates representing the Restricted Shares be delivered to the Participant.
8.4 Lapse of Restrictions. Restrictions upon shares of Restricted
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Stock awarded hereunder will lapse at such time or times and on such terms and
conditions as the Committee may determine. The Restricted Stock Agreement
evidencing the Restricted Stock Grant will set forth any such terms and
conditions.
8.5 Forfeiture of Restricted Stock. All shares of Restricted Stock
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will be forfeited and returned to the Company and all rights of the Participant
with respect to such Restricted Share will terminate unless the Participant
continues in the service of the Company until the expiration of a forfeiture
period set forth in the Restricted Stock Agreement and satisfies any and all
other conditions set forth in said Agreement. The Committee, in its sole
discretion, may determine the forfeiture period (which may, but need not, lapse
in installments) in any other terms or conditions applicable to any Restricted
Stock Grant.
8.6 Waiver of Forfeiture. Notwithstanding anything in this Section
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VIII to the contrary, the Committee may, in its sole discretion, waive the
forfeiture period and other conditions set forth in any Restricted Stock
Agreement under appropriate circumstances, including, without limitation, the
death, disability or retirement of the Participant or a material change in
circumstances arising after the date of
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Grant, and subject to such terms and conditions (including, without limitation,
forfeiture of a proportionate number of the Restricted Shares) as the Committee
deems appropriate.
8.7 Modification or Substitution. Subject to the terms of the Plan,
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the Committee may modify outstanding awards of Restricted Stock or accept the
surrender of outstanding Shares of Restricted Stock (to the extent that the
restrictions on such Shares have not yet lapsed) and award new Restricted Stock
Grants in substitution for them. Notwithstanding the foregoing, no modification
of an award will adversely alter or impair any rights or obligations under the
Restricted Stock Agreement without the Participant's consent.
8.8 Treatment of Dividends. At the time a grant of Restricted Stock is
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awarded, the Committee may, in its sole discretion, determine that the payment
to the Participant of dividends, or a specified portion thereof, declared or
paid on such Common Stock by the Company will be (i) deferred until the lapsing
of the restrictions imposed upon such Common Stock and (ii) held by the Company
for the account of Participant until such time. In the event that dividends are
to be deferred, the Committee will determine whether such dividends are to be
reinvested in additional Shares of Common Stock (which will be held as
additional Shares of Restricted Stock) or held in cash. If deferred dividends
are to be held in cash, there may be credited at the end of each year (or a
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its sole discretion, may
determine. Payment of deferred dividends in respect of the Shares of Restricted
Stock (whether held in cash or as additional Restricted Shares) together with
interest accrued thereon, if any, will be made upon the lapsing of restrictions
imposed on the Shares in respect of which the deferred dividends were paid, and
any dividends deferred, together with any interest accrued thereon, in any
respect of any Restricted Shares, will be forfeited upon the forfeiture of such
Shares of Restricted Stock.
8.9 Delivery of Common Stock. Upon the lapse of the restrictions on
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Shares of Restricted Stock, the Committee will cause a stock certificate to be
delivered to the Participant with respect to such Shares, free of all
restrictions hereunder.
IX. Stock Appreciation Rights
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9.1 Grant of Stock Appreciation Rights. The Committee may, from time
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to time, grant Stock Appreciation Rights to a Participant with respect to not
more than the number of shares of Common Stock which are, or may become,
purchasable under any Stock Option held by the Participant. The Committee may,
in its sole discretion, specify the terms and conditions of such rights,
including without limitation the date or dates upon which such rights shall
expire and become void and unexercisable; provided, however, that in no event
shall such rights expire and become void and unexercisable later than the time
when the related Stock Option is exercised, expires or terminates. Each
Participant to whom Stock Appreciation Rights are granted shall be given
written notice advising him of the grant of such rights and specifying the terms
and conditions of the rights, which shall be subject to all the provisions of
this Plan.
9.2 Exercise of Stock Appreciation Rights. Subject to Section 9.3, and
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in lieu of purchasing shares of Common Stock upon the exercise of a Stock Option
held by him, a Participant may elect to exercise the Stock Appreciation Rights,
if any, he has been granted and receive payment of the Redemption Value of all,
or any portion, of the number of shares of Common Stock subject to such Stock
Option with respect to which he has been granted Stock Appreciation Rights;
provided, however, that the Stock Appreciation Rights may be exercised only when
the Fair Market Value of the Common Stock subject to such Stock Option exceeds
the exercise price of the Stock Option. A Participant shall exercise his Stock
Appreciation Rights by delivering a written notice to the Committee specifying
the number of shares with respect to which he exercises Stock Appreciation
Rights and agreeing to surrender the right to purchase an equivalent number of
shares of Common Stock subject to his Stock Option. If a Participant
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exercises Stock Appreciation Rights, payment of his Stock Appreciation Rights
shall be made in accordance with Section 9.3 on or before the 90th day after the
date of exercise of the Stock Appreciation Rights.
9.3 Form of Payment. If a Participant elects to exercise Stock
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Appreciation Rights as provided in Section 9.2, the Committee may, in its
absolute discretion, elect to pay any part or all of the Redemption Value of the
shares with respect to which the Participant has exercised Stock Appreciation
Rights in: (i) cash; (ii) shares of Common Stock; or (iii) any combination of
cash and shares of Common Stock. The Committee's election pursuant to this
Section 9.3 shall be made by giving written notice to the Participant within
said 90-day period, which notice shall specify the portion which the Committee
elects to pay in cash, shares of Common Stock or a combination thereof. In the
event any portion is to be paid in shares of Common Stock, the number of shares
to be delivered shall be determined by dividing the amount which the Committee
elects to pay in shares of Common Stock by the Fair Market Value of one share of
Common Stock on the date of exercise of the Stock Appreciation Rights. Any
fractional share resulting from any such calculation shall be disregarded. Said
shares, together with any cash payable to the Participant, shall be delivered
within said 90-day period.
X. No Contract of Employment
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Nothing in this Plan shall confer upon the Participant the right to
maintain its relationship with the Company or any Participating Subsidiary,
whether as an Employee, Consultant or otherwise, nor shall it interfere in any
way with any right of the Company, or any such Participating Subsidiary, to
terminate its relationship with the Participant at any time for any reason
whatsoever, with or without cause.
XI. No Rights as a Stockholder
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A Participant shall have no rights as a stockholder with respect to any
shares of Common Stock subject to a Stock Option. Except as provided in Section
6.2, no adjustment shall be made in the number of shares of Common Stock issued
to a Participant, or in any other rights of the Participant upon exercise of a
Stock Option by reason of any dividend, distribution or other right granted to
stockholders for which the record date is prior to the date of exercise of the
Participant's Stock Option.
XII. Assignability
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No Equity Compensation Grants granted under this Plan, nor any other rights
acquired by a Participant under this Plan, shall be assignable or transferable
by a Participant, other than by will or the laws of descent and distribution or,
in the case of a Non-ISO, pursuant to a qualified domestic relations order as
defined by the Code, Title I of the Employee Retirement Income Security Act
("ERISA"), or the rules thereunder. Notwithstanding the preceding sentence, the
Committee may, in its sole discretion, permit an assignment or transfer of a
Non-ISO by a Participant and the exercise thereof by a person other than such
Participant, on such terms and conditions as the Committee in its sole
discretion may determine. In the event of his death, the Stock Option, any
Stock Appreciation Right or Supplemental Bonus right, the rights under a
Restricted Stock Grant may be exercised by the Personal Representative of the
Participant's estate or, if no Personal Representative has been appointed, by
the successor or successors in interest determined under the Participant's will
or under the applicable laws of descent and distribution.
XIII. Merger or Liquidation of the Company
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If the Company or its stockholders enter into an agreement to dispose of
all, or substantially all, of the assets or outstanding capital stock of the
Company by means of a sale or liquidation, or a merger or
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reorganization in which the Company is not the surviving corporation, all rights
under Equity Compensation Grants outstanding under the Plan as of the day before
the consummation of such sale, liquidation, merger or reorganization, to the
extent not exercised, shall for all purposes under this Plan become exercisable
in full as of such date even though the dates of exercise established pursuant
to an applicable Stock Option Agreement or Restricted Stock Agreement have not
yet occurred.
XIV. Amendment
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The Board may from time to time alter, amend, suspend or discontinue the
Plan, including, where applicable, any modifications or amendments as it shall
deem advisable in order that ISOs will be classified as incentive stock options
under the Code, or in order to conform to any regulation or to any change in any
law or regulation applicable thereto; provided, however, that no such action
shall adversely affect the rights and obligations with respect to Stock Options
at any time outstanding under the Plan; and provided further that no such action
shall, without the approval of the stockholders of the Company, (i) increase the
maximum number of shares of Common Stock that may be made subject to Stock
Options (unless necessary to effect the adjustments required by Section 6.2),
(ii) materially increase the benefits accruing to Participants under the Plan or
(iii) materially modify the requirements as to eligibility for participation in
the Plan.
XV. Registration of Optioned Shares
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The Stock Options shall not be exercisable unless the purchase of such
optioned shares is pursuant to an applicable effective registration statement
under the Securities Act of 1933, as amended, or unless in the opinion of
counsel to the Company, the proposed purchase of such optioned shares would be
exempt from the registration requirements of the Securities Act of 1933, as
amended, and from the qualification requirements of any state securities law.
XVI. Withholding Taxes
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The Company, or Participating Subsidiary, may take such steps as it may
deem necessary or appropriate for the withholding of any taxes which the
Company, or the Participating Subsidiary, is required by any law or regulation
or any governmental authority, whether federal, state or local, domestic or
foreign, to withhold in connection with any Equity Compensation Grant including,
but not limited to, the withholding of all or any portion of any payment or the
withholding of issuance of shares of Common Stock to be issued upon the exercise
of rights under any Equity Compensation Grant, until the Participant reimburses
the Company, or Participating Subsidiary, for the amount the Company or
Participating Subsidiary is required to withhold with respect to such taxes, or
canceling any portion of such payment or issuance in an amount sufficient to
reimburse itself for the amount it is required to so withhold. Notwithstanding
any other provision of this Plan, whenever any such withholding of taxes is
required in connection with any such Equity Compensation Grant, issued to a
Participant who is subject to Section 16 of the Securities Exchange Act of 1934,
shares of Common Stock shall be withheld as the method of reimbursement for such
tax withholding in lieu of any other form of withholding under the Plan.
XVII. Non-Exclusivity of the Plan
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Neither the adoption of the Plan by the Board nor the submission of the
Plan to stockholders of the Company for approval shall be construed as creating
any limitations on the power or authority of the Board to adopt such other or
additional incentive or other compensation arrangements of whatever nature as
the Board may deem necessary or desirable or preclude or limit the continuation
of any other plan, practice or arrangement for the payment of compensation or
fringe benefits to employees, consultants and directors generally, or to any
class or group of employees, consultants or directors, which the Company or
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any Participating Subsidiary now has lawfully put into effect, including,
without limitation, any retirement, pension, savings and stock purchase plan,
insurance, death and disability benefits, and executive short term incentive
plans.
XVIII. Effective Date; Prior Plan Not Superseded
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18.1 Effective Date of Plan. This 2006 Equity Compensation Plan was
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adopted by the Board of Directors effective as of May 3, 2006 (the "Effective
Date") and will be submitted for approval by the Company's stockholders at the
Company's annual meeting of stockholders on August 2, 2006.
18.2 1995 Plan Not Superseded. This 2006 Equity Compensation Plan does
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not supersede or otherwise affect the 1995 Stock Option Plan adopted August 15,
1995, and approved by the Company's stockholders on May 23, 1996. All options
granted under the 1995 Plan remain valid and shall continue to be governed by
the provisions of the 1995 Plan.
18.3 Term of Plan. No Equity Compensation Grant shall be granted under
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this 2006 Equity Compensation Plan subsequent to ten (10) years after the
Effective Date. Stock options outstanding subsequent to the ten years after the
Effective Date shall continue to be governed by the provisions of the Plan.
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