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
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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
------------
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
---------
"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
