As filed with the Securities and Exchange Commission on June 20, 2001
Registration No. 333-_______
CONSOLIDATED-TOMOKA LAND CO.
(Exact name of registrant as specified in its charter)
Florida 59-0483700 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) |
Consolidated-Tomoka Land Co. 2001 Stock Option Plan
(Full title of the plan)
Robert F. Apgar, Esq.
Vice President-General Counsel
Consolidated-Tomoka Land Co.
149 South Ridgewood Avenue
Daytona Beach, Florida 32114
(Name and address of agent for service)
(386) 255-7558
(Telephone number, including area code, of agent for service)
Copies of Communications To:
Tom McAleavey, Holland & Knight LLP, 200 South Orange Avenue, Suite 2600
Orlando, Florida 32801 (407) 425-8500
CALCULATION OF REGISTRATION FEE
Title of securities Amount Proposed Proposed Amount of
to be registered to be maximum maximum registration
Common Stock, registered(1) offering aggregate fee
par value price offering price(2)
$1.00 per share 500,000 $15.13 $7,565,000 $1,892
(1) Includes an indeterminate number of additional shares that may be
issued to adjust the number of shares issued pursuant to the employee
benefit plan described herein as the result of any future stock split,
stock dividend or similar adjustment of outstanding Common Stock. In
addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Estimated solely for the purpose of determining the registration fee
and calculated in accordance with Rule 457 (h)(1) under the Securities
Act based on the average high and low sales price of the Registrant's
Common Stock on June 15, 2001, as reported on the American Stock
Exchange.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File No. 0-5556);
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No. 0-5556);
(3) The Registrant's Proxy Statement for the Annual Meeting of Shareholders held on April 25, 2001, as filed with the Commission on March 16, 2001 (File No. 0-5556); and
(4) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-B filed with the Commission on July 1, 1993 pursuant to the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby will be passed upon for the Registrant by Holland & Knight LLP. William O. E. Henry, a practicing attorney and partner in Holland & Knight LLP, is a director of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act permits, and in some cases requires, the Registrant as a Florida corporation to indemnify a director, officer, employee, or agent of the Registrant, or any person serving at the request of the Registrant in any such capacity with respect to another entity,
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS (Continued)
against certain expenses and liabilities incurred as a party to any proceeding, including, among others, a proceeding under the Securities Act of 1933 brought against such person by reason of the fact that such person is or was a director, officer, employee, or agent of the Registrant or is or was serving in such capacity with respect to another entity at the request of the Registrant. With respect to actions other than in the right of the Registrant, such indemnification is permitted if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Registrant, and with respect to any criminal action or proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful. Termination of any such action by judgment, order, settlement or conviction or a plea of nolo contendere, or its equivalent shall not, of itself, create a presumption that such person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Registrant, or with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
With respect to any action threatened, pending or completed in the right of the Registrant to procure a judgment in its favor against any such person, the Registrant may indemnify any such person against expenses actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, including the appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Registrant, except that no indemnification shall be made in respect of any claim, issue or matter as to which any such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duties to the Registrant unless the court in which the action was brought determines that despite the adjudication of liability, but in view of all the circumstances in the case, such person is fairly and reasonably entitled to indemnity for such expenses.
Section 607.0850 also provides that if any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding, whether brought in the right of the Registrant or otherwise, such person shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith. If any director or officer does not succeed upon the merits or otherwise in defense of an action, suit or proceeding, then unless pursuant to a determination made by a court, indemnification by the Registrant shall be made only as authorized in the specific case upon a determination that indemnification of the director or officer is proper because he or she has met the applicable standard of conduct. Any such determination may be made:
(a) By the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit, or proceeding;
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS (Continued)
(b) If such a quorum is not obtainable or, even if obtainable, by a majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding;
(c) By independent legal counsel selected by the Board of Directors prescribed in paragraph (a) or the committee prescribed in paragraph (b), or if a quorum of the directors cannot be obtained for paragraph (a) or the committee cannot be designated under paragraph (b), selected by a majority vote of the full Board of Directors (in which directors who are parties may participate); or
(d) By the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to the proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding.
Section 607.0850 also contains a provision authorizing corporations to purchase and maintain liability insurance on behalf of its directors and officers.
The Registrant's by-laws provide for indemnification of directors and officers. The general effect of the by-law provisions is to indemnify any director or officer against any liability arising from any action or suit to the full extent permitted by Florida law, as discussed in the foregoing paragraphs; provided, however, that the provision of the Registrant's by-laws relating to indemnification is inapplicable to any action, suit or proceeding brought by or on behalf of a director or officer without prior approval of the Board of Directors of the Registrant. The Registrant and its directors and officers are also insured for liability arising from claims against the Registrant's directors and officers (or its subsidiaries' directors or officers) in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Articles of Incorporation of CTLC, Inc. dated February 26, 1993 and Amended Articles of Incorporation dated March 30, 1993 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993).
3.2 By-laws of CTLC, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993).
5.1 Opinion of Holland & Knight LLP.
ITEM 8. EXHIBITS (Continued)
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Holland & Knight LLP appears in its opinion filed as Exhibit 5.1
24.1 Power of Attorney (included in the signature page in
Part II of the Registration Statement)
99.1 Consolidated-Tomoka Land Co. 2001 Stock Option Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering.
ITEM 9. UNDERTAKINGS (Continued)
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions (see Item 6) or otherwise, the
Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Daytona Beach, State of Florida, on June 19, 2001.
CONSOLIDATED-TOMOKA LAND CO.
By:/s/ William H. McMunn ----------------------- William H. McMunn President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bruce W. Teeters and Robert F. Apgar, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/William H. McMunn President, Chief Executive June 19, 2001 ---------------------- Officer and Director William H. McMunn (Principal Executive Officer) /s/Bob D. Allen Chairman of the Board June 19, 2001 ---------------------- Bob D. Allen /s/Bruce W. Teeters Senior Vice President- June 19, 2001 ---------------------- Finance, Treasurer and Director Bruce W. Teeters (Principal Financial and Accounting Officer) /s/John C. Adams, Jr. Director June 19, 2001 ---------------------- John C. Adams, Jr. /s/William O. E. Henry Director June 19, 2001 ---------------------- William O. E. Henry /s/Robert F. Lloyd Director June 19, 2001 ---------------------- Robert F. Lloyd |
Director June , 2001 ---------------------- David D. Peterson Director June , 2001 ---------------------- H. Jay Skelton /s/William J. Voges Director June 19, 2001 ---------------------- William J. Voges |
INDEX OF EXHIBITS
5.1 Opinion of Holland & Knight LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Holland & Knight LLP appears in its opinion filed as Exhibit 5.1
24.1 Power of Attorney (included in the signature page in Part II of the Registration Statement)
99.1 Consolidated-Tomoka Land Co. 2001 Stock Option Plan.
Exhibit 5.1
[HOLLAND & KNIGHT LLP LETTERHEAD]
June 20, 2001
Consolidated-Tomoka Land Co.
149 South Ridgewood Drive
Daytona Beach, Florida 32114
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement (the "Registration Statement") on Form S-8 filed today by Consolidated-Tomoka Land Co. (the "Company") with the Securities and Exchange Commission, for the purpose of registering under the Securities Act of 1933 an aggregate of 500,000 shares (the "Shares") of the authorized common stock, par value $1.00 per share, of the Company authorized for issuance pursuant to the Consolidated-Tomoka Land Co. 2001 Stock Option Plan (the "Plan").
This opinion is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, and this opinion letter should be read in conjunction therewith.
In connection with the foregoing registration, we have examined the Plan, copies of the Articles of Incorporation and By-Laws of the Company, the Registration Statement, and such other corporate records and documents as we deemed necessary or appropriate to form the basis for the opinion hereinafter expressed. In our examination of such material, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the original documents of all copies submitted to us. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such
EXHIBIT 5.1 (Continued)
agreements or instruments have been duly authorized by all necessary action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to such opinion, we have relied upon statements of officers and representatives of the Company and others.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares being
registered have been duly authorized and, upon issuance, delivery and
payment therefor in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable shares of common stock of
the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/Holland & Knight LLP HOLLAND & KNIGHT LLP |
Exhibit 23.1
As independent certified public accountants, we hereby consent to the incorporation by reference of our report dated January 25, 2001, on the consolidated financial statements of Consolidated-Tomoka Land Co. and subsidiaries as of December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, into this Registration Statement on Form S-8.
/s/Arthur Andersen LLP Arthur Andersen LLP Orlando, Florida June 15, 2001 |
ORL1 #646395 v2
EXHIBIT 99.1
CONSOLIDATED-TOMOKA LAND CO.
2001 STOCK OPTION PLAN
(Effective April 25, 2001)
The purpose of this Consolidated-Tomoka Land Co. 2001 Stock Option Plan is to further the interests of the Company, its Subsidiaries and its shareholders by providing incentives in the form of stock Option and Stock Appreciation Right grants to key Employees who contribute materially to the success and profitability of the Company. The grants will recognize and reward Employees who put forth outstanding individual performances and contributions, and will give such Employees a proprietary interest in the Company, thus enhancing their personal interest in the Company's continued success and progress. This program also will assist the Company and its Subsidiaries in attracting and retaining key Employees. The Options granted under this Plan may be Incentive Stock Options, as defined in Code Section 422, or non-statutory Options taxed under Code Section 83.
The following definitions shall apply to this Plan:
i. any person (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, (the "Exchange Act")) or group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than a subsidiary of the Company or any employee benefit plan (or any related trust) of the Company or a subsidiary, becomes the beneficial owner of 50% or more of the Company's outstanding voting shares and other outstanding voting securities of the Company that are entitled to vote generally in the election of directors of the Company ("Voting Securities");
ii. individuals who, as of the effective date of the Plan, constitute the Board ("Incumbent Board") cease for any reason to constitute a majority of the members of the Board; provided that any individual who becomes a director after the effective date whose election or nomination for election by the Company's shareholders was approved by a majority of the members of the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened "election contest" relating to the election of the directors of the Company (as such terms are used in Rule 14a-11 under the Exchange Act), "tender offer" (as such term is used in Section 14(d) of the Exchange Act) or a proposed Merger (as defined below)) shall be deemed to be members of the Incumbent Board; or
iii. approval by the stockholders of the Company of either of the following:
A. a merger, reorganization, consolidation or similar transaction (any of the foregoing, a "Merger") as a result of which the persons who were the respective beneficial owners of the outstanding Common Stock and/or the Voting Securities immediately before such Merger are not expected to beneficially own, immediately after such Merger, directly or indirectly, more than 50% of, respectively, the outstanding voting shares and the combined voting power of the voting securities resulting from such merger in substantially the same proportions as immediately before such Merger; or
B. a plan of liquidation of the Company or a plan or agreement for the sale or other disposition of all or substantially all of the assets of the Company.
Shares and SARs issued pursuant to the same Option grant are referred to in this Plan as "related" to each other.
This Plan shall be administered by the Committee. The Board is
authorized to add or remove any Committee member for any reason,
and to appoint a successor to any Committee member who ceases to
serve. The Committee shall consist solely of three (3) or more
directors who are (i) not employees of the Company, (ii) "non-
employee directors", as that term is defined in Rule 16b-3 under
the Securities Exchange Act of 1934, or any successor statute or
regulation regarding the same subject matter, and (iii) "outside
directors" as that term is defined in Regulation Section 1.162-27,
and as contemplated by Code Section 162(m), or any successor statute
or Regulation regarding the same subject matter. The Committee has
the exclusive power to select the participants in this Plan, to
establish the terms of the Options granted to each participant,
and to make all other determinations necessary or advisable under
the Plan. The Committee has the sole and absolute discretion to
determine whether the performance of an eligible Employee warrants
an award under this Plan and to determine the amount of the award.
The Committee has full and exclusive power to construe and
interpret this Plan, to describe, amend, and rescind rules and
regulations relating to this Plan, and to take all actions
necessary or advisable for the Plan's administration. Acts of the
Committee taken by a majority of the Committee at a meeting at
which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall
constitute acts of the Committee. The Company hereby indemnifies
and holds harmless the members of the Committee in their capacity
as Committee members against all liability and expenses (including
reasonable attorney, paralegal, and professional fees, and court
costs) arising from any threatened, pending or completed action,
suit, proceeding (including administrative proceedings or
investigations) or appeal, incurred by reason of the fact that
such individual is or was a member of the Committee, provided that
such individual (i) acted, or failed to act, in good faith and in
a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the Company as well as the Optionees, or
(ii) with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
(ii) the price, (iii) the vesting period and Option Period,
(iv) the intent of the Committee as to whether the Option is to
be an Incentive Stock Option or a non-statutory Option, and (v)
such terms and conditions consistent with the Plan as the
Committee shall determine, in its discretion.
to the Company. On the grant of an Option, the Committee may, in its discretion, extend the time during which the Option may be exercised after termination of services. The maximum period that may be allowed, however, shall be ninety (90) days. Any such Option shall lapse at the earlier of the end of the Option Period or the end of the period established by the Committee for exercise after termination of services. The Option may be exercised only for the number of Shares for which it could have been exercised on such termination date, subject to any adjustment under Sections 6(d) and 13.
exercise, (ii) concurrently tenders to the Company full payment for the Shares to be purchased pursuant to the exercise, and (iii) complies with such other reasonable requirements as the Committee establishes pursuant to Section 11 of the Plan. Payment for Shares with respect to which an Option is exercised may be made in cash, by certified check or, with the consent of the Committee, wholly or partially in the form of Common Stock having a Fair Market Value equal to the exercise price. No person will have the rights of a shareholder with respect to Shares subject to an Option granted under this Plan until a certificate or certificates for the Shares have been delivered to him.
An Option granted under this Plan may be exercised in increments of not less than one hundred (100) Shares, or, if greater, ten percent (10%) of the full number of Shares as to which it can be exercised. A partial exercise of an Option will not affect the holder's right to exercise the Option from time to time in accordance with this Plan as to the remaining Shares subject to the Option.
Each person who acquires the right to exercise an Option or SAR by bequest or inheritance may be required by the Committee to furnish reasonable evidence of ownership of the Option or SAR as a condition to his exercise of the Option or SAR. In addition, the Committee may require such consents and releases of taxing authorities as the Committee deems advisable.
Any amendment, whether with or without the approval of shareholders, that alters the terms or provisions of an Option, prior Option, or SAR granted before the amendment (unless the alteration is expressly permitted under this Plan) will be effective only with the consent of the Optionee to whom the Option or SAR was granted or the holder currently entitled to exercise it.
Adopted by the Board of Directors Ratified by the Shareholders on April 25, 2001, effective On April 25, 2001. April 25, 2001. |
ORL1 #615605 v4
CONSOLIDATED-TOMOKA LAND CO.
2001 STOCK OPTION PLAN
Prepared by:
Holland & Knight, LLP
200 South Orange Avenue
Suite 2600
Orlando, Florida 32801
(407) 425-8500
Table of Contents 1. Purpose...........................................................1 2. Definitions.......................................................1 (a) "Beneficiary".................................................1 (b) "Board".......................................................1 (c) "Change of Control"...........................................1 (d) "Code"........................................................2 (e) "Committee"...................................................2 (f) "Common Stock"................................................3 (g) "Company".....................................................3 (h) "Continuous Service"..........................................3 (i) "Date of Grant"...............................................3 (j) "Employee"....................................................3 (k) "Fair Market Value"...........................................3 (l) "Grant Agreement".............................................4 (m) "Incentive Stock Option"......................................4 (n) "Option"......................................................4 (o) "Option Period"...............................................4 (p) "Optionee"....................................................4 (q) "Plan"........................................................4 (r) "Regulations".................................................4 (s) "Share".......................................................4 (t) "Stock Appreciation Right"....................................4 (u) "Subsidiary"..................................................5 3. Administration....................................................5 4. Shares Subject to Option..........................................6 5. Participants......................................................6 (a) Eligible Employees............................................6 (b) No Right of Employment........................................6 6. Option Requirements...............................................6 (a) Written Option................................................6 (b) Duration of Option............................................7 (c) Option Exercisability.........................................7 (d) Acceleration of Vesting.......................................7 (e) Exercise Price................................................7 (f) Termination of Services.......................................7 (g) Death.........................................................8 (h) Retirement....................................................8 (i) Disability....................................................8 (j) Maximum Grants................................................8 7. Incentive Stock Options...........................................8 (a) Ten Percent Shareholders......................................9 (b) Prior Outstanding Options.....................................9 (c) Maximum Option Grants.........................................9 8. Non-statutory Options.............................................9 (a) Exercise Price................................................9 (b) Option Exercisability........................................10 (15) |
9. Stock Appreciation Rights........................................10 (a)Exercise......................................................10 (b)Forfeiture of SAR.............................................10 (c)Termination of SARs...........................................10 (d)Payment on Exercise...........................................10 (e)Maximum SARs..................................................10 10. Method of Exercise..............................................10 11. Taxes; Compliance with Law; Approval of Regulatory Bodies.......11 12. Assignability...................................................12 13. Adjustment Upon Change of Shares................................12 14. Change in Control...............................................12 15. Liability of the Company........................................12 16. Amendment and Termination of Plan...............................13 17. Expenses of Plan................................................13 18. Duration of Plan................................................13 19. Applicable Law..................................................13 20. Effective Date..................................................13 |