Exhibit 10.6
STRATASYS, INC. 2008 LONG-TERM PERFORMANCE AND
INCENTIVE PLAN
AS AMENDED FEBRUARY 12, 2009
1. Objectives.
The Stratasys, Inc. 2008
Long-Term Performance and Incentive Plan (the
“Plan” ) is designed to attract, motivate and
retain selected employees of, and other individuals providing
services to, Stratasys, Inc. ( “Stratasys” or
the “Company” ). These objectives are
accomplished by making long-term incentive and other awards under
the Plan, thereby providing Participants with a proprietary
interest in the growth and performance of the Company.
2. Definitions.
“Awards” — The grant of any form of stock option,
stock appreciation right, stock or cash award, whether granted
singly, in combination or in tandem, to a Participant pursuant to
such terms, conditions, performance requirements, limitations and
restrictions as the Committee may establish in order to fulfill the
objectives of the Plan.
“Award
Agreement” —
An agreement between the Company and a Participant that sets forth
the terms, conditions, performance requirements, limitations and
restrictions applicable to an Award.
“Board”
— The Board of Directors of
Stratasys, Inc.
“Common
Stock” or
“stock” — The common stock, $0.01 par
value, of the Company.
“Code”
— The Internal Revenue Code of
1986, as amended from time to time.
“Committee” — The Compensation Committee of the Board
or, in the absence of such a committee, the Board.
“Company” — Stratasys, Inc., and its affiliates and
subsidiaries, including subsidiaries of subsidiaries and
partnerships and other business ventures in which Stratasys has an
equity interest.
“Covered
Employee” —A
“covered employee” as that term is defined for purposes
of Section 162(m)(3) of the Code.
“Effective
Date” —The
date on which the Plan is approved by the stockholders of the
Company.
“Fair Market
Value” —The
closing price of the Common Stock on the Nasdaq Global Select
Market for the date in question, or if not trading on that date,
such price on the last preceding date on which the Common Stock was
traded, unless determined otherwise by the Committee using such
methods or procedures as it may establish. In the absence of an
established market for the Common Stock, Fair Market Value shall be
determined in good faith by the Committee.
“Participant”
— An individual to whom an
Award has been made under the Plan. Awards may be made to any
employee of, or any other individual providing services to, the
Company. However, incentive stock options may be granted only to
individuals who are employed by Stratasys or by a subsidiary
corporation (within the meaning of section 424(f) of the Code) of
Stratasys, including a subsidiary that becomes such after the
adoption of the Plan.
“Performance
Period” — A
multi-year period of no more than five consecutive calendar years
over which one or more of the performance criteria listed in
Section 6 shall be measured pursuant to the grant of Long-Term
Performance Incentive Awards (whether such Awards take the form of
stock, stock units or equivalents or cash). Performance Periods may
overlap one another, but no two Performance Periods may consist
solely of the same calendar years.
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3. Common Stock Available for
Awards.
The number of shares that may be
issued under the Plan for Awards granted wholly or partly in stock
during the term of the Plan is 1,000,000. Shares of Common Stock
may be made available from the authorized but unissued shares of
the Company or from shares held in the Company’s treasury and
not reserved for some other purpose. For purposes of determining
the number of shares of Common Stock issued under the Plan, no
shares shall be deemed issued until they are actually delivered to
a Participant or such other person as authorized in accordance with
Section 10. Shares covered by Awards that either wholly or in part
are not earned, or that expire or are forfeited, terminated,
canceled, settled in cash, payable solely in cash or exchanged for
other awards, shall be available for future issuance under Awards.
Further, shares tendered to or withheld by the Company in
connection with the exercise of stock options, or the payment of
tax withholding on any Award, shall also be available for future
issuance under Awards.
4.
Administration.
(a) The Plan shall be administered by the
Committee. Except for the terms and conditions explicitly set forth
in the Plan and to the extent permitted by applicable law, the
Committee shall have full power to select Participants, to
interpret the Plan, to grant waivers of Award restrictions, to
continue, accelerate or suspend exercisability, vesting or payment
of an Award and to adopt such rules, regulations and guidelines for
carrying out the Plan as it may deem necessary or proper. These
powers include, but are not limited to, the adoption of
modifications, amendments, procedures, subplans and the like as
necessary to comply with provisions of the laws and regulations of
the countries in which the Company operates in order to assure the
viability of Awards granted under the Plan and to enable
Participants regardless of where employed to receive advantages and
benefits under the Plan and such laws and regulations.
(b) Anything in Section 4(a) to the contrary
notwithstanding, in no event, however, shall the Board or the
Committee have the right, without stockholder approval, to (i)
cancel or amend outstanding Options or SARs for the purpose of
repricing, replacing or regranting such Options or SARs with
Options or SARs that have a purchase or grant price that is less
than the purchase or grant price for the original Options or SARs
except in connection with adjustments provided in Section 14, or
(ii) issue an Option or amend an outstanding Option to provide for
the grant or issuance of a new Option on exercise of the original
Option.
5. Delegation of
Authority.
The Committee may delegate to
officers of the Company its duties, power and authority under the
Plan pursuant to such conditions or limitations as the Committee
may establish, except that only the Committee or the Board may
select, and grant Awards to, Participants who are subject to
Section 16 of the Securities Exchange Act of 1934 or to officers
who are or may become Covered Employees. All references in the Plan
to the “Committee” shall be, as applicable, to the
Compensation Committee, the Board or any other committee or officer
to whom the Board or the Compensation Committee has delegated
authority to administer the Plan.
6. Awards.
The Committee shall determine the
type or types of Award(s) to be made to each Participant and shall
set forth in the related Award Agreement the terms, conditions,
performance requirements, and limitations applicable to each Award.
Awards may include but are not limited to those listed in this
Section 6. Awards may be granted singly, in combination or in
tandem. Awards may also be made in combination or in tandem with,
in replacement or payment of, or as alternatives to, grants, rights
or compensation earned under any other plan of the Company,
including the plan of any acquired entity. During any five-year
period, no Participant may receive, under the Plan, stock options
or stock appreciation rights with respect to an aggregate of more
than 150,000 shares. With regard to any Covered Employee, the
maximum number of shares of Common Stock or share equivalents of
Common Stock (stock units) that can be earned by any Participant
for any Performance Period is 15,000 shares, subject to adjustment
for changes in corporate capitalization, such as a stock split, and
if an Award is denominated in cash rather than in shares of Common
Stock or stock units, the share equivalent for purposes of the
maximum will be determined by dividing the highest amount that the
Award could be under the formula for such Performance Period by the
closing price of a share of Common Stock on the first trading day
of the Performance Period. Subject to adjustment as provided in
Section 14, the aggregate number of shares that may be issued
pursuant to Awards granted under the Plan (other than Awards of
Options or Stock Appreciation Rights) that contain no restrictions
or restrictions based solely on continuous employment or services
over fewer than three years (except in the event of a termination
of employment) shall not exceed 10% of the aggregate maximum number
of shares specified in Section 3.
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(a) “Stock Option” — A
grant of a right to purchase a specified number of shares of Common
Stock the exercise price of which shall be not less than 100% of
Fair Market Value on the date of grant of such right, as determined
by the Committee, provided that, in the case of a stock option
granted retroactively in tandem with or as substitution for another
award granted under any plan of the Company, the exercise price may
be the same as the purchase or designated price of such other
award. A stock option may be in the form of an incentive stock
option ( “ISO” ) that, in addition to being
subject to applicable terms, conditions and limitations established
by the Committee, complies with section 422 of the Code. All of the
shares that may be issued under the Plan are available for issuance
under ISOs granted under the Plan. If any Participant shall make
any disposition of shares of Common Stock issued pursuant to the
exercise of an ISO under the circumstances described in Section
421(b) of the Code (relating to certain disqualifying
dispositions), such Participant shall notify the Company of such
disposition within ten (10) days thereof.
(b) “Stock Appreciation
Right” — A right to receive a payment, in cash
and/or Common Stock, equal in value to the excess of the Fair
Market Value of a specified number of shares of Common Stock on the
date the stock appreciation right ( “SAR” ) is
exercised over the grant price of the SAR, which shall not be less
than 100% of the Fair Market Value on the date of grant of such
SAR, as determined by the Committee, provided that, in the case of
a SAR granted retroactively in tandem with or as substitution for
another award granted under any plan of the Company, the grant
price may be the same as the exercise or designated price of such
other award.
(c) “Stock Award” — An
Award made in stock and denominated in units of stock. The maximum
number of shares of Common Stock that may be issued under Stock
Awards shall not exceed 20% of the aggregate number of shares
available for issuance under Awards. All or part of any stock award
may be subject to conditions established by the Committee, and set
forth in the Award Agreement, which may include, but are not
limited to, continuous service with Company, achievement of
specific business objectives, increases in specified indices,
attaining growth rates, and other comparable measurements of
Company performance. An Award made in stock or denominated in units
of stock that is subject to restrictions on transfer a
