EX-10.1
EMCORE CORPORATION
OUTSIDE DIRECTORS CASH COMPENSATION
PLAN
ARTICLE 1.
ESTABLISHMENT, OBJECTIVES AND DURATION
1.1
ESTABLISHMENT OF THE PLAN. EMCORE Corporation, a New Jersey
corporation, has adopted this “EMCORE Corporation Outside
Directors Cash Compensation Plan” (the “Plan”) to
provide for the payment of cash compensation to non-employee
directors to supplement EMCORE’s existing Directors’
Stock Award Plan. This Plan will become effective as of October 20,
2005 (the “Effective Date”) and will remain in effect
as provided in Section 1.3 hereof.
1.2 PLAN
OBJECTIVES. The objectives of the Plan are to give the Company an
advantage in attracting and retaining Outside Directors.
1.3 DURATION OF
THE PLAN. The Plan will remain in effect until the Board of
Directors terminates it pursuant to Section 7.1.
ARTICLE 2.
DEFINITIONS
Whenever used in the
Plan, the following terms will have the meanings set forth below,
and when the meaning is intended, the initial letter of the word
will be capitalized:
“ACCOUNT” means an Outside Director’s Interest
Account.
“AFFILIATES” means, with respect to any person, any
other person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, the first
person.
“BENEFICIARY” means the person entitled under Section
6.5 to receive payment of the balance remaining in an Outside
Director’s Account in case the Outside Director dies before
the entire balance in the Account has been paid.
“BOARD”
or “BOARD OF DIRECTORS” means the Board of Directors of
the Company.
"CHANGE OF CONTROL " means the occurrence of
any of the following events:
(a) any person or
Group acquires ownership of the Company’s stock that,
together with stock held by such person or Group, constitutes more
than 50% of the total fair market value or total voting power of
the Company’s stock (including an increase in the percentage
of stock owned by any person or Group as a result of a transaction
in which the Company acquires its stock in exchange for property,
provided that the acquisition of additional stock by any person or
Group deemed to own more than 50% of the total fair market value or
total voting power of the Company’s stock on May 1, 2005,
shall not constitute a Change of Control); or
(b) any person or
Group acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or Group)
ownership of Company stock possessing 35% or more of the total
voting power of the Company’s stock; or
(c) a majority of
the members of the Company’s Board is replaced during any
12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the
date of the appointment or election; or
(d) any person or
Group acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or Group)
assets from the Company that have a total Gross Fair Market Value
equal to 40% or more of the total Gross Fair Market Value of all
Company assets immediately prior to such acquisition or
acquisitions, provided that there is no Change of Control when the
Company’s assets are transferred to:
(i) a shareholder of the Company (immediately
before the asset transfer) in exchange for or with respect to
Company stock;
(ii) an entity, 50% or more of the total value
or voting power of which is owned, directly or indirectly, by the
Company;
(iii) a person or Group that owns, directly or
indirectly, 50% or more of the total value or voting power of all
outstanding Company stock; or
(iv) an entity, at least 50% of the total
value or voting power of which is owned, directly or indirectly, by
a person described in paragraph (iii).
For purposes of this
paragraph (d), a person's status is determined immediately after
the transfer of the assets. For example, a transfer to a
corporation in which the Company has no ownership interest before
the transaction, but which is a majority-owned subsidiary of the
Company after the transaction, is not a Change of Control.
“CODE”
means the Internal Revenue Code of 1986, as amended from time to
time, or any successor to it.
“COMMITTEE
MEETING FEE” means the fee established by the Board in
accordance with Article 5 and paid to an Outside Director for each
attendance at a meeting of a Board committee (including telephonic
meetings but excluding execution of unanimous written
consents).
“COMPANY” means EMCORE Corporation, a New Jersey
corporation, and any successor thereto as provided in Section
7.3.
“DEFERRAL
ELECTION” has the meaning ascribed to it in Section 6.1.
“DIRECTOR” means any individual who is a member of the
Board of Directors.
“DISABILITY” means the individual is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months.
“EFFECTIVE
DATE” has the meaning ascribed to it in Section 1.1.
“EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended
from time to time, or any successor to it.
"GROSS FAIR MARKET
VALUE " means the value of Company assets determined without regard
to any liabilities associated with such Company assets.
"GROUP" means
persons acting together for the purpose of acquiring Company stock
and includes owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar
business transaction with the Company. If a person owns stock in
both the Company and another corporation that enter into a merger,
consolidation purchase or acquisition of stock, or similar
transaction, such person is considered to be part of a Group only
with respect to ownership prior to the merger or other transaction
giving rise to the change and not with respect to the ownership
interest in the other corporation. Persons will not be considered
to be acting as a Group solely because they purchase assets of the
same corporation at the same time, or as a result of the same
public offering.
“INTEREST
ACCOUNT” has the meaning ascribed to it in Section 6.3.
“MEETING
FEE” means the fee established by the Board in accordance
with Article 5 and paid to an Outside Director for each attendance
at a meeting of the Board of Directors (including telephonic
meetings but excluding execution of unanimous written
consents).
“OUTSIDE
DIRECTOR” means a Director who, at the time in question, is
not an employee of the Company or any of its Affiliates.
“PLAN”
has the meaning ascribed to it in Section 1.1.
“PLAN
YEAR” means the 12-month period beginning on October 1 and
ending on the next following September 30.
“TERMINATION
DATE” means the date on which an Outside Director ceases to
be a Director.
ARTICLE 3.
ADMINISTRATION
3.1 THE BOARD
OF DIRECTORS. The Plan will be administered by the Board of
Directors. The Board of Directors will act by a majority of its
members at the time in office and eligible to vote on any
particular matter, and may act either by a vote at a meeting or in
writing without a meeting.
3.2 AUTHORITY
OF THE BOARD OF DIRECTORS. Except as limited by law and subject to
the provisions herein, the Board of Directors has full power to:
construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend or waive rules and
regulations for the Plan’s administration; and amend the
terms and conditions of the Plan. Further, the Board of Directors
will make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law
and consistent with Section 3.1, the Board of Directors may
delegate some or all of its authority under this Plan.
3.3 DECISIONS
BINDING. All determinations and decisions made by the Board of
Directors pursuant to the provisions of the Plan will be final,
conclusive and binding on all persons, including the Company, its
stockholders, all Affiliates, Outside Directors and their estates
and beneficiaries.
ARTICLE 4.
ELIGIBILITY
Each Outside
Director of the Board during a Plan Year will participate in the
Plan for that year.
ARTICLE 5.
ANNUAL RETAINER AND RESTRICTED UNITS
Each Outside
Director will be entitled to receive a Meeting Fee, in the amount
determined from time to time by the Board, for each meeting he or
she attends (including telephonic meetings but excluding execution
of unanimous written consents) of the Board of Directors. In
addition, each Outside Director will be entitled to receive a
Committee Meeting Fee, in the amount determined from time to time
by the Board, for each meeting he or she attends (including
telephonic meetings but excluding execution of unanimous written
consents) of a Board committee. Until changed by resolution of the
Board of Directors, the Meeting Fee will be $5,000 and the
Committee Meeting Fee will be $3,000; provided, however, that the
Meeting Fee for special telephonic meetings ( i.e. , Board
meetings that are not regularly scheduled and in which Directors
typically participate telephonically) will be $1,000 and the
Committee Meeting Fee for each such telephonic meeting shall be
$600. Any Outside Director who is the Chairman of a committee shall
receive an additional $1,000 for each meeting of the committee he
or she chairs and an additional $200 for each special telephonic
meeting of such committee. Unless the Outside Director has made a
Deferral Election with
