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EXHIBIT 10.32
UCI MEDICAL AFFILIATES, INC.
2007 EQUITY INCENTIVE PLAN
(Adopted as of March 7, 2007)
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UCI MEDICAL AFFILIATES, INC.
2007 EQUITY INCENTIVE PLAN
(Adopted as of March 7, 2007)
1. Purpose
This 2007 Equity Incentive Plan (the "Plan"), effective as of
March 7, 2007, is
established by UCI Medical Affiliates, Inc. ("UCI" or the
"Company"), to use
Common Stock in UCI ("Common Stock") as a tool to encourage
employees of UCI and
its subsidiaries, its affiliates and its joint ventures to work
together to
increase the overall value of UCI Common Stock. UCI believes the
Plan will serve
the interests of UCI and its stockholders because it allows
employees to have a
greater personal financial interest in UCI through ownership of
its Common
Stock, the right to acquire its Common Stock, or other Plan
Awards and Rights
that are measured and paid based on UCI's performance. These
Plan features
should, in turn, stimulate employees' efforts on UCI's behalf,
and maintain and
strengthen their desire to remain with UCI. UCI also believes
the Plan will
assist in the recruitment of employees. The types of equity
Incentives under
this Plan include:
(a)......Incentive Stock Options;
(b)......Nonqualified Stock Options;
(c)......Stock Appreciation Rights;
(d)......Restricted Stock Grants;
(e)......Performance Shares;
(f)......Share Awards; and
(g)......Phantom Stock Awards.
2. Administration
The Plan shall be administered by the Compensation Committee of
the Board of
Directors of UCI (the "Committee"). A Director of UCI may serve
on the Committee
only if he or she (i) is a "Non-Employee Director" for purposes
of Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and
(ii) satisfies the requirements of an "outside director" for
purposes of Section
162(m) of the Internal Revenue Code (the "Code"). The Committee
shall be
responsible for the administration of the Plan including,
without limitation,
determining which Eligible Employees receive Incentives, the
types of Incentives
they receive under the Plan, the number of shares covered by
Incentives granted
under the Plan, and the other terms and conditions of such
Incentives.
Determinations by the Committee under the Plan including,
without limitation,
determinations of the Eligible Employees, the form, amount and
timing of
Incentives, the terms and provisions of Incentives and the
writings evidencing
Incentives, need not be uniform and may be made selectively
among Eligible
Employees who receive, or are eligible to receive, Incentives
hereunder, whether
or not such Eligible Employees are similarly situated.
The Committee shall have the responsibility of construing and
interpreting the
Plan, including the right to construe disputed or doubtful Plan
provisions, and
of establishing, amending and construing such rules and
regulations as it may
deem necessary or desirable for the proper administration of the
Plan. Any
decision or action taken or to be taken by the Committee,
arising out of or in
connection with the construction, administration, interpretation
and effect of
the Plan and of its rules and regulations, shall, to the maximum
extent
permitted by applicable law, be within its absolute discretion
and shall be
final, binding and conclusive upon UCI, all Eligible Employees
and any person
claiming under or through any Eligible Employee.
The Committee, as permitted by applicable state law, may
delegate any or all of
its power and authority hereunder to the Chief Executive Officer
or such other
senior member of management as the Committee deems appropriate;
provided,
however, that the Committee may not delegate its authority with
regard to any
matter or action affecting an officer subject to Section 16 of
the Exchange Act
and that no such delegation shall be made in the case of
Incentives intended to
be qualified as "performance-based compensation" under Section
162(m) of the
Code.
3. Eligibility
(a) Employees. Regular full-time and part-time employees
employed
by UCI, its parent, if any, or its subsidiaries, its
affiliates and its joint ventures, including officers,
whether
or not directors of UCI, and employees of a joint venture
partner or affiliate of UCI who provide services to the
joint
venture with such partner or affiliate (each such person, an
"Employee"), shall be eligible to participate in the Plan if
designated by the Committee ("Eligible Employees").
(b) Non-employees. The term "Employee" shall not include any of
the
following (collectively, "Excluded Persons"): a director who is
not an employee
or an officer; a person who is an independent contractor, or
agrees or has
agreed that he/she is an independent contractor; a person who
has any agreement
or understanding with UCI, or any of its affiliates or joint
venture partners
that he/she is not an employee or an Eligible Employee, even if
he/she
previously had been an employee or Eligible Employee; a person
who is employed
by a temporary or other employment agency, regardless of the
amount of control,
supervision or training provided by UCI or its affiliates; or a
"leased
employee" as defined under Section 414 (n) of the Code. An
Excluded Person is
not an Eligible Employee and cannot receive Incentives even if a
court, agency
or other authority rules that he/she is a common-law employee of
UCI or its
affiliates.
(c) No Right To Continued Employment. Nothing in the Plan shall
interfere
with or limit in any way the right of UCI, its parent, its
subsidiaries, its
affiliates or its joint ventures to terminate the employment of
any participant
at any time, nor confer upon any participant the right to
continue in the employ
of UCI, its parent, its subsidiaries, its affiliates or its
joint ventures. No
Eligible Employee shall have a right to receive an Incentive or
any other
benefit under this Plan or having been granted an Incentive or
other benefit, to
receive any additional Incentive or other benefit. Neither the
award of an
Incentive nor any benefits arising under such Incentives shall
constitute an
employment contract with UCI, its parent, its subsidiaries, its
affiliates or
its joint ventures, and, accordingly, this Plan and the benefits
hereunder may
be terminated at any time in the sole and exclusive discretion
of UCI without
giving rise to liability on the part of UCI, its parent, its
subsidiaries, its
affiliates or its joint ventures for severance. Except as may be
otherwise
specifically stated in any other employee benefit plan, policy,
or program,
neither any Incentive under this Plan nor any amount realized
from any such
Incentive shall be treated as compensation for any purposes of
calculating an
employee's benefit under any such plan, policy, or program.
4. Term of the Plan
This Plan shall be effective as of March 7, 2007, subject to the
approval of the
Plan by the affirmative vote of the stockholders of UCI entitled
to vote thereon
at the time of such approval. No Incentive shall be granted
under the Plan after
March 6, 2017, but the term and exercise of Incentives granted
theretofore may
extend beyond that date.
5. Incentives
Incentives under the Plan may be granted in any one or a
combination of (a)
Incentive Stock Options, (b) Nonqualified Stock Options, (c)
Stock Appreciation
Rights, (d) Restricted Stock Grants, (e) Performance Shares, (f)
Share Awards
and (g) Phantom Stock Awards (collectively "Incentives"). All
Incentives shall
be subject to the terms and conditions set forth herein and to
such other terms
and conditions as may be established by the Committee.
6. Shares Available for Incentives
(a) Shares Available. Subject to the provisions of Section 6(c)
below, the
maximum number of shares of Common Stock of UCI that may be
issued under the
Plan is One Million (1,000,000). Any shares under this Plan that
are not
purchased or awarded under an Incentive that has lapsed,
expired, terminated or
been cancelled, may be used for the further grant of Incentives
under the Plan.
Incentives and similar awards issued by an entity that is merged
into or with
UCI, acquired by UCI or otherwise involved in a similar
corporate transaction
with UCI are not considered issued under this Plan. Shares under
this Plan may
be delivered by UCI from its authorized but unissued shares of
Common Stock or
from issued and reacquired Common Stock held as treasury stock,
or both. In no
event shall fractional shares of Common Stock be issued under
the Plan.
(b) Limit on an Individual's Incentives. In any calendar year,
no Eligible
Employee may receive (i) Incentives covering more than One
Hundred Thousand
(100,000) shares of UCI's Common Stock (such number of shares
shall be adjusted
in accordance with Section 6(c) below), or (ii) any Incentive if
such person
owns more than 10 percent of the stock of UCI within the meaning
of Section 422
of the Code, or (iii) any Incentive Stock Option, as defined in
Section 422 of
the Code, that would result in such person receiving a grant of
Incentive Stock
Options for stock that would have an aggregate fair market value
in excess of
$100,000, determined as of the time that the Incentive Stock
Option is granted,
that would be exercisable for the first time by such person
during any calendar
year.
(c) Adjustment of Shares. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination
of
shares, merger, consolidation, rights offering, spin off,
split off, split up or other event identified by the
Committee, the Committee shall make such adjustments, if
any,
as it may deem appropriate in (i) the number and kind of
shares authorized for issuance under the Plan, (ii) the
number
and kind of shares subject to outstanding Incentives, (iii)
the option price of Stock Options and (iv) the fair market
value of Stock Appreciation Rights. Any such determination
shall be final, binding, and conclusive on all parties.
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7. Stock Options
The Committee may grant options qualifying as Incentive Stock
Options as defined
in Section 422 of the Code, and options other than Incentive
Stock Options
("Nonqualified Options") (collectively "Stock Options"). Such
Stock Options
shall be subject to the following terms and conditions and such
other terms and
conditions as the Committee may prescribe:
(a) Stock Option Price. The option price per share with respect
to
each Stock Option shall be determined by the Committee, but
shall not be less than 100 percent of the fair market value
of
the Common Stock on the date the Stock Option is granted, as
determined by the Committee.
(b) Period of Stock Option. The period of each Stock Option
shall
be fixed by the Committee, provided that the period for all
Stock Options shall not exceed ten years from the grant. The
Committee may, subsequent to the granting of any Stock
Option,
extend the term thereof, but in no event shall the extended
term exceed ten years from the original grant date.
(c) Exercise of Stock Option and Payment Therefore. No shares
shall be
issued until full payment of the option price has been made. The
option price
may be paid in cash or, if the Committee determines, in shares
of Common Stock
or a combination of cash and shares of Common Stock. If the
Committee approves
the use of shares of Common Stock as a payment method, the
Committee shall
establish such conditions as it deems appropriate for the use of
Common Stock to
exercise a Stock Option. Stock Options awarded under the Plan
shall be exercised
through such procedure or program as the Committee may establish
or define from
time to time, which may include a designated broker that must be
used in
exercising such Stock Options. The Committee may establish rules
and procedures
to permit an optionholder to defer recognition of gain upon the
exercise of a
Stock Option.
(d) First Exercisable Date. The Committee shall determine how
and
when shares covered by a Stock Option may be purchased. The
Committee may establish waiting periods, the dates on which
Stock Options become exercisable or "vested" and, subject to
paragraph (b) of this section, exercise periods. The
Committee
may accelerate the exercisability of any Stock Option or
portion thereof.
(e) Termination of Employment. Unless determined otherwise by
the
Committee, upon the termination of a Stock Option grantee's
employment (for any
reason other than gross misconduct), Stock Option privileges
shall be limited to
the shares that were immediately exercisable at the date of such
termination.
The Committee, however, in its discretion, may provide that any
Stock Options
outstanding but not yet exercisable upon the termination of a
Stock Option
grantee's employment may become exercisable in accordance with a
schedule
determined by the Committee. Such Stock Option privileges shall
expire unless
exercised within such period of time after the date of
termination of employment
as may be established by the Committee, but in no event later
than the
expiration date of the Stock Option.
(f) Termination Due to Misconduct. If a Stock Option
grantee's
employment is terminated for gross misconduct, as determined
by UCI, all rights under the Stock Option shall expire upon
the date of such termination.
(g) Limits on Incentive Stock Options. Except as may otherwise
be
permitted by the Code, an Eligible Employee may not receive
a
grant of Incentive Stock Options for stock that would have
an
aggregate fair market value in excess of $100,000 (or such
other amount as the Internal Revenue Service may decide from
time to time), determined as of the time that the Incentive
Stock Option is granted, that would be exercisable for the
first time by such person during any calendar year .
8. Stock Appreciation Rights
The Committee may, in its discretion, grant a right to receive
the appreciation
in the fair market value of shares of Common Stock ("Stock
Appreciation Right")
either singly or in combination with an underlying Stock Option
granted
hereunder. Such Stock Appreciation Right shall be subject to the
following terms
and conditions and such other terms and conditions as the
Committee may
prescribe:
(a) Time and Period of Grant. If a Stock Appreciation Right is
granted with
respect to an underlying Stock Option, it may be granted at the
time of the
Stock Option grant or at any time thereafter but prior to the
expiration of the
Stock Option grant. If a Stock Appreciation Right is granted
with respect to an
underlying Stock Option, at the time the Stock Appreciation
Right is granted the
Committee may limit the exercise period for such Stock
Appreciation Right,
before and after which period no Stock Appreciation Right shall
attach to the
underlying Stock Option. In no event shall the exercise period
for a Stock
Appreciation Right granted with respect to an underlying Stock
Option exceed the
exercise period for such Stock Option. If a Stock Appreciation
Right is granted
without an underlying Stock Option, the period for exercise of
the Stock
Appreciation Right shall be set by the Committee.
(b) Value of Stock Appreciation Right. If a Stock Appreciation
Right is
granted with respect to an underlying Stock Option, the grantee
will be entitled
to surrender the Stock Option which is then exercisable and
receive in exchange
therefore an amount equal to the excess of the fair market value
of the Common
Stock on the date the election to surrender is received by UCI
in accordance
with exercise procedures established by UCI over the Stock
Option price (the
"Spread") multiplied by the number of shares covered by the
Stock Optio
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