Exhibit 10.3
The Cooper Companies,
Inc.
Amended and
Restated
2006 Long-Term Incentive Plan for
Non-Employee
Directors
As Approved by Stockholders:
March 18, 2009
THE AMENDED AND RESTATED 2006
LONG-TERM INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS OF THE
COOPER COMPANIES, INC.
Section 1.
Purpose.
The purpose of the Amended and
Restated 2006 Long Term Incentive Plan for Non-Employee Directors
of the Cooper Companies, Inc. (the “Plan”) is to
advance the interests of the Corporation by encouraging and
enabling the acquisition of a personal proprietary interest in the
Corporation by Non-Employee Directors of the Corporation upon whose
judgment and interest the Corporation depends for the successful
conduct of its operations, and by providing such Directors with
incentives to put forth maximum efforts for the long term success
of the Corporation’s business by making the removal of
restrictions from the Stock acquired hereunder as well as the value
of the Stock Options granted hereunder dependent on increases in
the price of the Corporation’s Stock. It is anticipated that
the opportunity to increase their equity interests in the
Corporation will strengthen the desire of such Directors to remain
on the Board of Directors and work on the Corporation’s
behalf and will also enable the Corporation to attract and retain
additional desirable Non-Employee Directors as required in the
future.
Section 2.
Definitions.
Wherever the following terms are
used in the Plan they shall have the meanings specified below,
unless the context clearly indicates otherwise. The singular
pronoun shall include the plural where the context so
indicates.
(a) “Annual Restricted Stock
Grant” shall mean the grants made to Non-Employee Directors
each November 15, pursuant to Sections 5 and 6
hereof.
(b) “Average Closing
Price” shall mean the average of the closing price of the
Corporation’s Stock on the principal stock exchange or market
on which the Stock is traded (composite quotations) on thirty
consecutive trading days.
(c) “Board” or
“Board of Directors” shall mean the Board of Directors
of the Corporation as constituted at any time.
(d) “Cause” shall mean
the felony conviction of a Non-Employee Director or the failure of
a Non-Employee Director to contest prosecution for a felony, or a
Non-Employee Director’s willful misconduct or
dishonesty.
(e) “Committee” shall
mean the Board or, if, the Board delegates its power and authority
to administer this Plan to a committee of the Board described in
Section 4, such committee.
(f) “Corporation” shall
mean The Cooper Companies, Inc., a Delaware corporation, or any
successor corporation.
(g) “Disability” shall
mean disability as determined under procedures established by the
Committee for purposes of this Plan.
(h) “Effective Date”
shall mean the date specified in Section 13 hereof.
(i) “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.
(j) “Fair Market Value”
shall mean, as of any given date, unless otherwise determined by
the Committee in good faith, the closing price of a share of Stock
on the principal stock exchange or market on which the Stock is
traded.
(k) “Mid-Year Restricted Stock
Grants” shall mean the grants made to Non-Employee Directors
pursuant to Sections 5(c) and 6(a) hereof.
(l) “Non-Employee
Director” shall mean a Director of the Corporation who is not
also an employee of or a consultant (acting by means of a written
consulting agreement) to the Corporation or any
Subsidiary.
(m) “Non-Qualified Stock
Option” shall mean any Stock Option that is not an incentive
stock option within the meaning of Section 422 of the Internal
Revenue Code, as amended from time to time.
(n) “Plan” shall mean
this Amended and Restated 2006 Long Term Incentive Plan for
Non-Employee Directors of The Cooper Companies, Inc., as further
amended from time to time.
(o) “Restricted Stock”
shall mean the Stock or Restricted Stock Units issued as a result
of Restricted Stock Grants.
(p) “Restricted Stock
Grants” shall mean both Annual Restricted Stock Grants and
Mid-Year Restricted Stock Grants.
(q) “Restricted Stock
Units” shall mean a right to receive Stock at a specified
date in the future under a Restricted Stock Grant.
(r) “Stock” shall mean
the common stock, par value $.10 per share, of the
Corporation.
(s) “Stock Option” shall
mean any option to purchase shares of Stock granted pursuant to
Sections 5 and 7 hereof.
(t) “Subsidiary” shall
mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken
chain) owns stock possessing more than 50% of the total combined
voting power of all classes of stock in one of the other
corporations in the chain.
Section 3. Stock Subject
to the Plan; Adjustment Provisions.
(a) Subject to Section 11 and
Section 3(c), the aggregate number of shares of Stock which
may be subject to Restricted Stock Grants or covered by Stock
Options shall be 650,000 shares. Any Stock distributed under the
Plan may consist, in whole or in part, of authorized and unissued
Stock, treasury Stock or Stock purchased on the open
market.
(b) If Restricted Stock issued
pursuant to a Restricted Stock Grant is not purchased or delivered
if subject to a Restricted Stock Unit or is subsequently forfeited,
or if a Stock Option is forfeited or expires unexercised in whole
or in part, the shares of Stock related thereto will no longer be
charged against the limitation provided for herein and may be made
subject to new Restricted Stock Grants or Stock Options.
(c) In the event of any merger,
reorganization, consolidation, recapitalization, Stock dividend,
Stock split or other change in corporate structure affecting the
Stock, such substitution or adjustment shall be made in the
aggregate number of shares of Stock reserved for issuance under the
Plan, in the number of shares of Stock subject to Restricted Stock
Grants and purchasable under Stock Options and the exercise price
of any outstanding Stock Options as may be determined to be
appropriate by the Committee, in its sole discretion, provided that
the shares of Stock subject to any grant shall always be a whole
number.
Section 4.
Committee.
The Plan shall be administered by
the Board or, if the Board delegates its power and authority to
administer this Plan to a committee of the Board described in this
Section 4, by such Committee. Any such Committee shall consist
solely of two or more directors appointed by and holding office at
the pleasure of the Board, each of whom is a “Non-Employee
Director” as defined by Rule 16b-3. If the Board delegates
its power and authority to administer this Plan to a committee, the
members of such committee shall serve at the pleasure of the Board,
such committee members may resign at any time by delivering written
notice to the Board and vacancies in the committee may be filled by
the Board. At all meetings of the Committee, the presence of a
majority of the members of the Committee at the time of such
meeting shall be necessary to constitute a quorum. Any act of a
majority of the quorum present at the meeting shall be the act of
the Committee.
Section 5. Participants and
Grants.
All Non-Employee Directors of the
Corporation shall be eligible to receive Restricted Stock Grants
and Stock Options under the Plan, subject to availability of Stock
therefor. Each Restricted Stock Grant and Stock Option shall be
evidenced by a written agreement, in such form as the Committee
shall determine, duly executed by or on behalf of the Corporation
and the recipient Non-Employee Director.
(a) On each November 1 (or in
the event November 1 is a weekend or holiday, or the principal
stock exchange on which the Stock is then traded is not open, then
on the first day thereafter on which the Stock is publicly traded),
each Non-Employee Director shall be granted a Stock
Option.
(b) On each November 15 (or in
the event November 15 is a weekend or holiday, or the
principal stock exchange on which the Stock is then traded is not
open, then on the first day thereafter on which the Stock is
publicly traded), each Non-Employee Director shall be granted an
Annual Restricted Stock Grant.
(c) Any Non-Employee Director who is
elected or appointed to the Board after the annual grants provided
for in subsections (a) and (b) above have been made shall
receive a grant proportionally adjusted to reflect the number of
months that such person actually serves on the Board during the
initial year of service.
(d) In its sole discretion, the
Board of Directors may grant to Non-Employee Directors such number
of Stock Options and/or Restricted Stock as it may determine from
time to time, subject only to the limitations on the number of
Stock Options and Restricted Stock Grants that may be made under
the terms of the Plan. Unless otherwise specified by the Board of
Directors at the time of the grant, each share of Restricted Stock
and each Stock Option granted under this Section 5(d) shall
have the terms applicable to Annual Restricted Stock Grants under
Section 6(a)-(f) and Stock Options under
Section 7(a)-(g), other than any requirement as to the number
of shares subject to such grant.
Section 6. Terms and
Conditions of Restricted Stock Grants.
(a) Annual Restricted Stock
Grants . Each Annual Restricted Stock Grant presented to a
Non-Employee Director shall entitle the recipient to purchase 1,600
shares of Restricted Stock. In the case of a Non-Employee Director
who joins the Board after Annual Restricted Stock Grants have been
made for a given fiscal year, such new Non-Employee Director upon
appointment or election shall be entitled to purchase 1,600 shares
of Restricted Stock, multiplied by a fraction, the numerator of
which shall be the number of months during the fiscal year that
such person will serve as a Non-Employee Director (which shall
include as a full month the month that service commences) and the
denominator of which shall be 12 (a “Mid-Year Restricted
Stock Grant”). If any calculation performed hereunder would
give rise to the issuance of a fractional share, the number of
shares of Restricted Stock to be granted shall be rounded up to the
next highest whole number.
(b) Purchase
Price . The purchase price of each share of Restricted Stock is
$.10. Payment of the purchase price shall be made in cash, or by
check payable to the order of the Corporation, delivered no later
than January 15 th of the year following the date
of grant or within sixty days following a Mid-Year Restricted Stock
Grant. However, if Restricted Stock Grants are in the form of
Restricted Stock Units, the purchase price shall be delivered
within sixty days following the date the Restricted Stock Units
vest. In the event such purchase price is not delivered to the
Corporation within such sixty day period, such Restricted Stock
Grant shall expire and be cancelled.
(c) Additional Terms of
Grants . All Restricted Stock purchased by a Non-Employee
Director pursuant to the Plan shall be subject to the following
restrictions:
(i) Restricted Stock Grants shall
not be transferable by a Non-Employee Dir
