Exhibit 10.2
KATY INDUSTRIES,
INC.
2009 Vice President
– Operations’ Plan
ARTICLE I
DEFINITIONS
Terms used herein and not otherwise defined
shall have the meaning set forth in the Agreement.
1.1 “Administrator”
means the Committee.
1.2 “Affiliate”
means any subsidiary or parent corporation (within the meaning of
Section 424 of the Code) of the Company.
1.3 “Agreement”
means a written agreement (including any amendment or supplement
thereto) between the Company and the Participant specifying the
terms and conditions of an Option granted to such
Participant.
1.4 “Board”
means the Board of Directors of the Company.
1.5 “Cause”
means (i) Participant’s willful failure to perform, or
gross negligence in the performance of, the Participant’s
material duties and responsibilities to the Company and its
Affiliates; (ii) commission by Participant of a material act
of fraud or embezzlement or any material dishonesty with regard to
the Company or any of its Affiliates; or (iii) conviction of,
or plea of nolo contendere to, a felony or other crime involving
moral turpitude. A termination for “Cause”
shall be determined in accordance with the Offer Letter.
1.6 “Change
in Control” of the Company means, and shall be deemed to have
occurred upon, any of the following events:
(i) a sale or transfer (in one or a series of
related transactions) of 100% of the Company’s outstanding
capital stock to one Person or a group of Persons acting in
concert;
(ii) a sale or transfer (in one or a series of
related transactions) of all or substantially all of the
Company’s operating subsidiaries or assets to one Person or a
group of Persons acting in concert; or
(iii) a transaction or transactions in which any
Person or a group of Persons acting in concert acquires stock of
the Company in an amount greater than that held by Kohlberg &
Co. LLC (“Kohlberg”) and Kohlberg Affiliates and in
which Kohlberg relinquishes control of the Board.
1.7 “Code”
means the Internal Revenue Code of 1986, and any amendments
thereto.
1.8 “Committee”
means the Compensation Committee of the Board.
1.9 “Common
Stock” means the common stock of the Company.
1.10 “Company”
means Katy Industries, Inc.
1.11 “Fair
Market Value” means the fair market value of the Common Stock
on any given date, as determined in good faith by the Board of
Directors in accordance with the requirements of Section 409A of
the Code, as applicable.
1.12 “Offer
Letter” means the Offer Letter between the Company and the
Participant dated March 31, 2009.
1.13 “Option”
means a stock option that entitles the holder to purchase from the
Company a stated number of shares of Common Stock at the price set
forth in an Agreement.
1.14 “Participant”
means Robert D. Redmond.
1.15 “Person”
means an individual, a corporation, an association, a partnership,
an estate, a trust and any other entity or organization, other than
the Company or any of its Affiliates.
1.16 “Plan”
means the Katy Industries, Inc. 2009 Vice President –
Operations’ Plan.
1.17 “Termination
Event” shall have the meaning set forth in Article VII
.
ARTICLE II
PURPOSES
The Plan is intended to induce the Participant
to become an employee of the Company by enabling the Participant to
participate in the future success of the Company and its Affiliates
and to associate his interests with those of the Company and its
shareholders. The proceeds received by the Company from the sale of
Common Stock pursuant to this Plan shall be used for general
corporate purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the
Administrator. Notwithstanding any such conditions, the
Administrator may, in its discretion, accelerate the time at which
any Option may be exercised. In addition, the Administrator shall
have complete authority to interpret all provisions of this Plan;
to prescribe the form of Agreements; to adopt, amend, and rescind
rules and regulations pertaining to the administration of the Plan;
and to make all other determinations necessary or advisable for the
administration of this Plan. The express grant in the Plan of any
specific power to the Administrator shall not be construed as
limiting any power or a
