EXHIBIT 4.18
AMENDED AND RESTATED
2001 STOCK OPTION PLAN
OF
NAM TAI ELECTRONICS, INC.
(As adopted on May 4, 2001, amended and restated on July 30, 2004)
1. PURPOSE
The purpose of the Nam Tai Electronics, Inc. 2001 stock option plan (the
"Plan") is to promote the growth and general prosperity of Nam Tai
Electronics, Inc., (the "Company") and its subsidiaries. The granting of
options will help the Company attract and retain the best available
persons for positions of substantial responsibility and will provide
employees, directors, consultants and advisors with an additional
incentive to contribute to the success of the Company and its
subsidiaries. The Board of Directors of the Company believes the plan will
promote continuity of management and increased incentive and personal
interest in the welfare of the Company by those who are primarily
responsible for shaping and carrying out the long-range plans of the
Company and securing its continued growth and financial success.
2. EFFECTIVE DATE OF THE PLAN
The plan shall become effective on May 4, 2001, the date originally
adopted by the Board of Directors; provided, however, that no options may
be granted under this Plan to any officer or director of the Company
unless and until the Plan has been approved by holders of the outstanding
common shares of the Company.
3. STOCK SUBJECT TO PLAN
The maximum number of common shares which may be issued pursuant to the
exercise of options granted under the Plan is one million shares
(1,000,000) subject to the adjustments provided in paragraph 16 below. One
million of the authorized but unissued common shares of the Company as of
May 4, 2001 will be reserved for issue upon exercise of options granted
under the Plan subject to the adjustments provided in paragraph 14 below;
provided, however, that the number of such authorized but unissued shares
so reserved may from time to time be reduced to the extent that a
corresponding amount of issued and outstanding stock has been purchased by
the Company and set aside for issue upon the exercise of options granted
under the Plan; and provided, further, however, that subject to the
provisions of Section12 hereof, at no time shall there be any options
granted under this Plan at any time when the total number of common shares
covered by outstanding options granted under this Plan and all other
compensatory stock options plans of the Company, the primary purpose of
which is to benefit employees or directors of the Company, exceed ten
percent (10%) of the then outstanding common shares of the Company. If any
options shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares subject thereto shall again be
available for further grants under the Plan.
4. ADMINISTRATION
The Board of Directors or a Committee referred to in paragraph 5
(hereinafter referred to as the "Committee") shall administer the Plan.
Subject to the express provisions of the Plan, the Board of Directors or
the Committee, if so appointed, shall have complete authority, in its
discretion, to determine those key employees, directors, consultants and
advisors (hereinafter referred to as "participants") to whom, and the
price at which options shall be
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granted, the option periods and the number of shares to be subject to each
option. The Board of Directors or the Committee, if so appointed, shall
also have the authority in its discretion to prescribe the time or times
at which the options may be exercised and limitations upon the exercise of
options (including limitations effective upon the death or termination of
employment, directorship or consultancy of the participant), and the
restrictions, if any, to be imposed upon the transferability of shares
acquired upon exercise of options. In making such determinations, the
Board of Directors or the Committee, if so appointed, may take into
account the nature of the services rendered by respective participants,
their present and potential contributions to the success of the Company or
its subsidiaries, and such other factors as the Board of Directors or the
Committee, if so appointed, in its discretion shall deem relevant. Subject
to the excess provisions of the Plan, the Board of Directors or the
Committee, if so appointed, shall also have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and relations
relating to the Plan, to determine the terms and provisions of the
respective option agreements (which need not be identical), to determine
whether the shares delivered upon exercise of stock options will be
treasury shares or will be authorized but previously unissued shares, and
to make all other determinations necessary or advisable for the
administration of the Plan. The determinations of Board of Directors or
the Committee, if so appointed, on the matters referred to in this
paragraph 4 shall be conclusive.
5. COMMITTEE
The Committee, if so appointed, shall consist of not less than three
members of the Board of Directors of the Company. The Committee, if so
appointed, shall be appointed from time to time by the Board of Directors,
which may from time to time appoint members of the Committee in
substitution for members previously appointed and may fill vacancies,
however caused, in the Committee. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by
at least a majority of its members. Any decision or determination reduced
to writing and signed by all of the members shall be fully as effective as
if it had been made by a majority vote at a meeting duly called and held.
The Committee shall also have express authorization to hold committee
meetings by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other.
6. ELIGIBILITY
(a) Except for an annual grant of options to directors as provided in
Section 6(b) below, an option may be granted under the Plan only to
officers or other key employee, consultants or advisors of the
Company and of its present and future subsidiary corporations.
(b) At each annual meeting of shareholders, each non-employee director
elected at the meeting shall thereupon be granted options to
purchase 15,000 shares(*) ("Directors' Options"). Such Directors
Options shall be granted only to the extent they have not been
granted under other compensatory stock option plans of the Company.
The option price of Directors' Options shall be equal to 100% of the
fair market value of the shares on the date of grant and the
Directors Options shall have a term of three years, subject to
earlier termination as provided for Optionees generally under
"Exercise of Options."
(c) The granting of an option to any participant shall not confer upon
that participant any right to continue in the employ, directorship,
consultancy or other relationship of or with the Company or of any
such subsidiary and shall not interfere in any way with the
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right of the Company or of any such subsidiary to terminate the
employment, consultancy or other relationship of the participant at
any time.
7. OPTION PRICE
Except with respect to Directors Options, the Board of Directors or the
Committee, if so appointed, in its discretion, will determine the option
price at the time the option is granted. While the Board of Directors or
the Committee, if so appointed, shall have complete and sole discretion in
determining the option price and it shall be the policy of the Company not
to grant options that are exercisable at less than 100% of the fair market
value of the common stock on the date of grant as shall reasonably be
determined by the Board of Directors or the Committee, if so appointed,
except in the most unusual circumstances as shall be determined by the
Board of Directors or the Committee, if so appointed, at the time of
specific grants. Unless such action is approved by shareholders or results
from adjustments pursuant to Section 16 of the Plan, the option price
applicable to any outstanding option shall not be reduced.
8. DATE OF OPTION GRANT
An option shall be considered granted on the date the Board of Directors
or the Committee, if so appointed, acts to grant the option, or such date
thereafter as the Board of Directors or the Committee, if so appointed,
shall specify.
9. TERM OF PLAN
The Board of Directors, without further approval of the shareholders may
terminate the Plan at any time, but no termination shall, without the
participant's consent, alter or impair any of the rights under any option
theretofore granted to him under the Plan.
10. TERM OF OPTIONS
The term of each option granted under the Plan will be for such period
(hereinafter referred to as the "option period") not exceeding ten (10)
years as the Board of Directors or the Committee, if so appointed, shall
determine. Each option shall be subject to earlier termination as
described under "exercise of options."
11. RULES APPLICABLE TO CERTAIN DISPOSITIONS
(a) Notwithstanding the foregoing pro-visions of Section 10, in the
event the Company or the shareholders of the Company enter into an
agreement to dispose of all or substantially all of the assets or
capital stock of the Company by means of a sale, merger,
consolidation, reorganization, liquidation, or otherwise, each
option (whether or not then exercisable by its terms) shall become
immediately exercisable with respect to the full number of shares
subject to that option during the period commencing as of the date
of execution of such agreement and ending as of the earlier of:
(i) the expiration date of the option; or
(ii) the date on which the disposition of assets or capital stock
contemplated by the agreement is consummated.
The exercise of any option that was made exercisable solely be reason of
this Subsection 11(a) shall be conditioned upon the consummation of the
disposition of assets or stock under the above referenced agreement. Upon
the consummation of any such disposition of assets or stock, the Plan and
any unexercised options issued hereunder (or any unexercised portion
thereof) shall terminate and cease to be effective.
b) Notwithstanding the foregoing, in the event that any such agreement
shall be terminated without consummating the disposition of said
stock or assets:
(i) any unexercised installments of any option that had become
exercisable solely by reason of the provisions of
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Subsection 11(a) shall again become unexercisable as of said
termination of such agreement, and
(ii) the exercise of any option that had become exercisable solely
by reason of this Subsection 11(a) shall be deemed ineffective
and such option installments shall again become unexercisable
as of said termination of such agreement.
(c) Notwithstanding the provisions set forth in Subsection 11(a), the
Board of Directors or the Committee, if so appointed, may, at its
election and subject to the approval of the corporation purchasing
or acquiring the stock or assets of the Company (the "surviving
corporation"), arrange for the optionee to receive upon surrender of
optionee's option a new option covering shares of the surviving
corporation in the same proportion, at an equivalent option price
and subject to the same terms and conditions as the old option. For
purposes of the preceding sentence, the excess of the aggregate fair
market value of the shares subject to such new option immediately
after consummation of such disposition of stock or assets over the
aggregate option price of such shares of the surviving corporation
shall not be no more than the excess of the aggregate fair market
value of all shares subject to the old option immediately before
consummation of such disposition of stock or assets over the
aggregate option price of such shares of the Company, and the new
option shall not give the optionee additional benefits which such
optionee did not have under the old option or deprive the optionee
of benefits which the optionee had under the old option. If such
substitution of options is effectuated, the optionee's rights under
the old option shall thereupon terminate.
12. MERGERS AND ACQUISITIONS
If the Company at any time should succeed to the business of another
corporation through a merger or consolidation, or through the acquisition
of stock or assets of such corporation, options may be granted under the
Plan to option holders of such corporation or its subsidiaries, in
substitution for options or rights to purchase stock of such corporation
held by them at the time of succession. The Board of Directors or the
Committee, if so appointed, shall have sole and absolute discretion to
determine the extent to which such substitute options shall be granted (if
at all), at the person or persons within the eligible group to receive
such substitute options (who need not be all option holders of such
corporation), the number of options to be received by each such person,
the option price of such option, and the terms and conditions of such
substitute option. The provisions of the second proviso of the second
sentence of Section 3 shall not be applicable to such substituted options.
13. EXERCISE OF OPTIONS
Each option granted under the Plan will be exercisable on such date or
dates and during such period and for such number of shares as shall be
determined pursuant to the provisions of the option agreement evidencing
such option. Subject to the express provisions of the Plan, the Board of
Directors or the Committee, if so appointed, shall have compete authority,
in its discretion, to determine the extent, if any, and the conditions
under which an option may be exercised in the event of the death of the
participant or in the event the participant leaves the employ of the
Company or has his employment terminated by the Company. An option may be
exercised, by (a) written notice of intent to exercise the option with
respect to a specified number of shares of stock, and (b) payment to
Company in U.S. dollars or the Hong Kong dollar equivalent of the
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amount of the option purchase price for the number of shares of stock with
respect to which the option is then exercised.
14. NONTRANSFERABILITY
Options under the Plan are not transferable otherwise than by will or the
laws of descent or distribution, and may be exercised during the lifetime
of a participant only by such participant.
15. AGREEMENTS
Options granted pursuant to the Plan shall be evidenced by stock option
agreements in such form as the Board of Directors or the Committee, if so
appointed, shall from time to time adopt.
16. ADJUSTMENT OF NUMBER OF SHARES
(a) Authority of the Company and Stockholders (*)
The existence of the Plan, an option certificate and any option
granted hereunder shall not affect or restrict in any way the right
or power of the Company or the shareholders of the Company to make
or authorize any adjustment, recapitalization, re-organization or
other change in the Company's capital structure or business, any
merger or consolidation of the Company, any issue of stock or of
options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are
superior to or affect the common shares or the rights thereof or
which are convertible into or exchangeable for common shares, or the
dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
(b) Change in Capitalization (*)
Notwithstanding any provision of the Plan, the number and kind of
shares authorized for issuance under Section 3, the number of
options to be granted to non-employee directors pursuant to Section
6(b), may be equitably adjusted in the sole discretion of the Board
of Directors or the Committee, if so appointed, in the event of a
stock split, stock dividend, recapitalization, reorganization,
merger, consolidation, extraordinary dividend, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to
purchase common shares at a price substantially below fair market
value or other similar corporate event affecting the common shares
in order to preserve, but not increase, the benefits or potential
benefits intended to be made available under the Plan. In addition,
upon the occurrence of any of the foregoing events, the number of
outstanding options and the number and kind of shares subject to any
outstanding option and the exercise price per share under any
outstanding option (including any Directors' Option) may be
equitably adjusted (including by payment of cash to a participant)
in the sole discretion of the Board of Directors or the Committee,
if so appointed, in order to preserve the benefits or potential
benefits intended to be made available to participants granted
options. Such adjustments shall be made
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by the Board of Directors or the Committee, if so appointed, in its
sole discretion, whose determination as to what adjustments shall
be made, and the extent thereof, shall be final. Unless otherwise
determined by the Board of Directors or the Committee, if so
appointed, such adjusted options shall be subject to the same
restrictions and the same vesting schedule to which the underlying
option is subject."
17. AMENDMENTS
Except as otherwise provided herein, the Board of Directors, without
approval of the shareholders, may from time to time amend the Plan in such
respects as the board may deem advisable. Notwithstanding the foregoing,
the Board of Directors shall not, without shareholder approval, amend the
Plan to (i) increase the maximum aggregate number of shares which may be
optioned and sold under the Plan, (ii) change the manner of determining
the option price or, except for adjustments resulting from the operation
of Section 16 of the Plan, permit the reduction of the option price of an
outstanding option, (iii) change the classes of persons eligible to
receive options under the Plan or (iv) grant any options under the Plan to
directors otherwise than as expressly set forth herein. No amendment
shall, without the participant's consent, alter or impair any of the
rights or obligations under any option theretofore granted to him under
the Plan.
(*) AMENDED PURSUANT TO A BOARD RESOLUTION DATED JULY 30, 2004
IN WITNESS WHEREOF, the Board of Directors of the Company has amended and
restated this Plan, as originally adopted on May 4, 2001 and amended on July 30,
2004.
NAM TAI ELECTRONICS, INC.
By:_____________________
Tadao Murakami
Chairman of the Board
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