Exhibit 10.1
SKILLSOFT PUBLIC LIMITED COMPANY
2001 OUTSIDE DIRECTOR OPTION PLAN
(as amended as of September 27, 2007)
| 1. |
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Purposes of the Plan . The purposes of this 2001 Outside
Director Option Plan are to attract and retain the best available
personnel for service as Outside Directors (as defined herein) of
the Company, to provide additional incentive to the Outside
Directors of the Company to serve as Directors, and to encourage
their continued service on the Board. |
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All options granted hereunder shall be nonstatutory stock
options. |
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| 2. |
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Definitions . As used herein, the following definitions
shall apply: |
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(a) |
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“Attorney” means in relation to an Optionee a
person who acquires the right to manage the Optionee’s
affairs generally as a result of the Optionee’s
Incapacity. |
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(b) |
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“Board” means the Board of Directors of the
Company. |
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(c) |
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“Code” means the Internal Revenue Code of 1986, as
amended. |
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(d) |
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“Company” means SkillSoft Public Limited Company, a
public limited company organized under the laws of the Republic of
Ireland. |
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(e) |
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“Director” means a member of the Board. |
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(f) |
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“Disability” means total and permanent disability
as defined in section 22(e)(3) of the Code. |
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(g) |
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“Employee” means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of
the Company. The payment of a Director’s fee by the Company
shall not be sufficient in and of itself to constitute
“employment” by the Company. |
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(h) |
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“Exchange Act” means the Securities Exchange Act of
1934, as amended. |
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(i) |
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“Fair Market Value” means, as of any date, the
value of a Share determined as follows: |
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(i) |
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If the Shares are listed on any established stock exchange or a
national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for
such Shares (or the closing bid, if no sales were reported) as
quoted on such exchange or system for the day of determination (or
for the most recent market trading day if neither the closing sales
price nor the closing bid for the Shares is |
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quoted for the day of determination) as reported in The Wall
Street Journal or such other source as the Board deems
reliable; |
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(ii) |
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If the Shares are regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value
of a Share shall be the mean between the high bid and low asked
prices for the Shares for the day of determination (or for the most
recent market trading day if the bid and asked prices for the
Shares are not quoted for the day of determination), as reported in
The Wall Street Journal or such other source as the Board
deems reliable; or |
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(iii) |
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In the absence of an established market for the Shares, the
Fair Market Value thereof shall be determined in good faith by the
Board. |
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(j) |
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“Incapacity” means, in relation to an Optionee who
has a Disability, the inability to exercise an Option due to a
medically determinable physical or mental impairment that has been
proven to the satisfaction of the Board. |
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(k) |
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“Inside Director” means a Director who is an
Employee. |
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(l) |
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“Option” means a share option granted pursuant to
the Plan. |
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(m) |
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“Optioned Shares” means Shares subject to an
Option. |
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(n) |
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“Optionee” means a Director who holds an
Option. |
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(o) |
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“Outside Director” means a Director who is not an
Employee. |
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(p) |
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“Parent” means a “parent corporation,”
whether now or hereafter existing, as defined in Section 424(e) of
the Code. |
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(q) |
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“Plan” means this 2001 Outside Director Option
Plan. |
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(r) |
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“Share” means an ordinary share of € 0.11 each in the capital of the
Company (each such ordinary share representing one American
Depositary Share of the Company at the date hereof), as adjusted in
accordance with Section 10 of the Plan. |
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(s) |
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“Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined
in Section 424(f) of the Internal Revenue Code of 1986. |
| 3. |
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Shares Subject to the Plan . Subject to the provisions
of Section 10 of the Plan, the maximum aggregate number of
Shares which may be optioned and sold under the Plan is 750,000
Shares (the “Pool”). The Shares may be authorized, but
unissued, or (subject to compliance with the Companies Acts, 1963
to 1999 of Ireland) reacquired. |
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If an Option expires or becomes unexercisable without having
been exercised in full, the unpurchased Shares which were subject
thereto shall become available for future grant or |
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sale under the Plan (unless the Plan has terminated). Shares
that have actually been issued under the Plan shall not be returned
to the Plan and shall not become available for future distribution
under the Plan. |
| 4. |
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Administration and Grants of Options under the Plan
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(a) |
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Procedure for Grants . All grants of Options to Outside
Directors under this Plan shall be automatic and nondiscretionary
and shall be made strictly in accordance with the following
provisions: |
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(i) |
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No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of
Shares to be covered by Options. |
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(ii) |
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Each Outside Director shall be automatically granted an Option
to purchase 50,000 Shares (the “First Option”) on the
date on which the later of the following events occurs:
(A) the effective date of this Plan, as determined in
accordance with Section 6 hereof, or (B) the date on
which such person first becomes an Outside Director, whether
through election by the shareholders of the Company or appointment
by the Board to fill a vacancy; provided, however, that an Inside
Director who ceases to be an Inside Director but who remains a
Director shall not receive a First Option. |
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(iii) |
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Each Outside Director shall be automatically granted an Option
to purchase 20,000 Shares (a “Subsequent Option”) on
January 1 of each year provided he or she is then an Outside
Director and if as of such date, he or she shall have served on the
Board for at least the preceding six (6) months. |
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(iv) |
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The terms of a First Option granted hereunder shall be as
follows: |
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(A) |
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the term of the First Option shall be ten (10) years. |
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(B) |
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the First Option shall be exercisable only while the Outside
Director remains a Director of the Company, except as set forth in
Sections 8 and 10 hereof. |
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(C) |
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the exercise price per Share shall be one hundred percent
(100%) of the Fair Market Value per Share on the date of grant of
the First Option. |
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(D) |
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subject to Section 10 hereof, the First Option shall
become exercisable as to 33.33% of the Shares subject to the First
Option on each anniversary of its date of grant, provided that the
Optionee continues to serve as a Director on all such relevant
dates. Notwithstanding the foregoing, in connection with a First
Grant, the vesting commencement date shall be the date on which
the |
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individual was appointed by the Board of Directors to serve as
an Outside Director of the Company or the date on which the Plan
was approved by the Board of Directors, whichever is later. |
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(v) |
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The terms of a Subsequent Option granted hereunder shall be as
follows: |
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(A) |
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the term of the Subsequent Option shall be ten
(10) years. |
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(B) |
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the Subsequent Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set
forth in Sections 8 and 10 hereof. |
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(C) |
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the exercise price per Share shall be one hundred percent
(100%) of the Fair Market Value per Share on the date of grant of
the Subsequent Option. |
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(D) |
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subject to Section 10 hereof, the Subsequent Option shall
become exercisable in full on the first anniversary of its date of
grant, provided that the Optionee continues to serve as a Director
on such relevant date. |
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(vi) |
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In the event that any Option granted under the Plan would cause
the number of Shares subject to outstanding Options plus the number
of Shares previously purchased under Options to exceed the Pool,
then the remaining Shares available for Option grant shall be
granted under Options to the Outside Directors on a pro rata basis.
No further grants shall be made until such time, if any, as
additional Shares become available for grant under the Plan through
action of the Board or the shareholders to increase the number of
Shares which may be issued under the Plan or through cancellation
or expiration of Options previously granted hereunder. |
| 5. |
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Eligibility . Options may be granted only to Outside
Directors. All Options shall be granted automatically in accordance
with the terms set fort |
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