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Exhibit 10.1
ANALOGIC CORPORATION
2007 STOCK OPTION PLAN
I. Purpose.
The purpose of the 2007 Analogic Stock Option Plan ("Plan") is
to further the growth and development of Analogic Corporation
("Company") by enhancing the Company’s ability to attract,
motivate and retain certain key Employees and Consultants of the
Company and its subsidiary corporations. The Plan permits the grant
of Stock Options, both Incentive Stock Options ("ISOs") and
Non-Qualified Stock Options ("NQSOs"). The Plan has been adopted
and approved by the Company’s Board of Directors ("Board")
and will become effective upon approval by the Company’s
stockholders. Unless terminated sooner, the Plan will terminate at
the close of business on the day before the tenth anniversary of
the date the Plan was approved by the Company’s stockholders.
Upon termination of the Plan, outstanding Stock Options under the
Plan will remain outstanding, but no additional Awards may be
issued under the Plan.
II. Administration .
The Plan shall be administered by the Compensation Committee
("Committee") appointed by the Board except as specified within the
Plan. The Committee shall have the authority, except as specified
to the contrary within the Plan, to determine eligibility and
participation, grant Awards, amend the Plan, determine the terms
and provisions of the respective Award Agreements, which need not
be the same in all cases, interpret the respective Award Agreements
and the Plan, and make all other determinations which, in the
Committee’s judgment, are necessary or desirable in the
administration of the Plan. Any determinations made by the
Committee shall be final and binding. In the case of any Awards
intended to qualify under the performance-based compensation
exemption under Section 162(m) of the Code, the Committee shall
exercise its discretion consistent with qualifying the Award as
such. Notwithstanding anything in the Plan to the contrary, no
Award outstanding under the Plan may be repriced, regranted through
cancellation or otherwise amended to reduce the Exercise Price
applicable thereto (other than with respect to adjustments made in
connection with a transaction or other change in the
Company’s capitalization) without the approval of the
Company’s stockholders.
III. Eligibility .
All Employees and Consultants are eligible to receive Stock
Options under the Plan. Eligibility to receive ISOs is limited to
Employees of the Company or a subsidiary corporation as defined in
Section 424 of the Code.
IV. Stock Subject to the Plan.
(a) Aggregate Limits. Subject to the provisions of
Section VI(a), the maximum number of shares of Common Stock,
par value of $.05 per share ("Shares"), which may be issued to
Participants under the Plan shall be 250,000 and the maximum number
of Shares that may be issued upon exercise of ISOs under the plan
is 250,000. Except as specified herein, any Shares subject to an
Award which expires or terminates unexercised will again become
available for grant under the Plan. Shares tendered or withheld to
satisfy the Exercise Price or tax obligations associated with a
Stock Option will not become available for further grant under the
Plan. In addition, Shares purchased on the open market using
proceeds from Stock Option exercises will not become available for
further grant under the Plan.
(b) Other Limits. The maximum number of Shares
subject to Stock Options that may be granted to any one Participant
in any calendar year under the plan is 150,000 Shares. This limit
is intended to comply with Section 162(m) of the Code or any
successor provision. Notwithstanding anything to the contrary
within the Plan, the foregoing limitations shall be subject to
appropriate adjustment under Section VI(a) to the extent that
such adjustment will not affect the status of any Stock Option
intended to qualify as performance-based compensation under Section
162(m) of the Code.
(c) Substitute Awards . In connection with a merger
or consolidation of an entity with the Company or the acquisition
by the Company of property or stock of an entity, the Committee may
grant Stock Options in substitution for any stock options granted
by such entity or an affiliate thereof. Substitute Awards may be
granted on such terms as the Committee deems appropriate in the
circumstances, notwithstanding any limitations on Stock Options
contained in the Plan. To the extent permitted by the requirements
of Section 422 of the Code, the NASDAQ Stock Market ("NASDAQ")
or the applicable stock exchange or other legal requirements, any
Shares that are issued pursuant to exercise of Stock Options either
assumed or converted due to an acquisition will not impact the
number of Stock Options available for grant under the Plan.
V. Grant, Terms and Conditions Applicable to Stock
Option Awards.
(a) Grant and Documentation. The Committee may grant
Stock Options to purchase Shares of Common Stock. Each Stock Option
granted under the Plan shall be identified in an Award Agreement as
either an ISO pursuant to Section 422 of the Code or a NQSO.
Any Stock Option designated as an ISO will qualify only to the
extent it does not exceed the $100,000 limitation of Section 422(d)
of the Code. The Award Agreement shall also specify a number of
Shares underlying the Stock Option, the Exercise Price of the Stock
Option, the period during which the Stock Option may be exercised
and all other terms and, to the extent they are not inconsistent
with the provisions of the Plan, any other conditions of the Stock
Option the Committee deems necessary or advisable to further the
purpose of the Plan or to comply with tax, regulatory and/or
accounting principles or requirements.
(b) Option Price . The Exercise Price, which is the
amount payable to the Company by the recipient upon exercise of a
Stock Option, shall be determined by the Committee. The Exercise
Price per Share shall be not less than 100% of the Fair Market
Value of Common Stock on the date the Stock Option is granted. The
Fair Market Value shall be determined by the mean of the high and
low sales prices on the date of grant (or the most recent trading
day if the date of grant is not a trading day), provided, however,
that the Exercise Price of any ISO granted to a Ten Percent
Shareholder shall not be less than 110% of the Fair Market Value of
the Shares of Common Stock on the date of grant of the Stock
Option.
(c) Vesting and Exercisability . The Committee may
determine the time or times at which each Stock Option awarded
under the plan will vest or become exercisable, subject to the
limitations provided herein:
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(i) Maximum Term . No Stock Option may be granted
with a term in excess of 10 years, or, in the case of an ISO
granted to a Ten Percent Shareholder, five years.
(ii) Minimum Vesting . No Stock Option grant, or
portion of a Stock Option grant, that vests based on the Continued
Service of a Participant will vest earlier than one year from the
date the Stock Option was awarded, except as provided under
Section V(d) or Section VI(c) of the Plan.
Unless otherwise provided in an Award Agreement, Stock Options
shall vest, subject to a Participant’s Continued Service and
other provisions herein, according to the following schedule: 25%
of a given Stock Option Award will vest on the second anniversary
of the date of grant, with another 25% vesting each subsequent
anniversary of the date of grant until the entire grant is vested
(at the end of five years). The Committee may, in its discretion,
structure the vesting of a Stock Option award upon defined
performance criteria and related Company, division, subsidiary or
individual goals and objectives.
(d) Effect of Termination of Employment. Except as
otherwise determined by the Committee and provided in an Award
Agreement:
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(i) in the event a Participant’s employment with the
Company shall terminate for any reason other than death,
Disability, Discharge For Cause, Retirement or Voluntary
Resignation (non-retirement), Stock Options that are exercisable as
of the date of termination will remain exercisable for 90 days
from the date of termination, but under no circumstances will Stock
Options be exercisable beyond the expiration of the Stock
Option’s term and Stock Options that are not exercisable on
the date of termination shall be terminated at that time;
(ii) in the case of the death of a Participant, Stock
Options held by the Participant at the time of death will
accelerate, become fully exercisable and remain exercisable by the
Participant’s legal representatives or heirs until the
earlier of one year from the date of death or the expiration of
each Stock Option’s term;
(iii) if a Participant’s employment terminates due to
Disability, Stock Options held by the Participant at the time of
such termination will accelerate, become fully exercisable and
remain exercisable by the Participant (or such Participant’s
legal representatives) until the earlier of one year from the date
of termination or the expiration of each Stock Option’s
term;
(iv) if a Participant is Discharged For Cause, all
outstanding Stock Options held by the Participant (whether vested
or unvested) will be terminated as of the commencement of business
on the date of termination;
(v) in the event that a Participant’s employment
terminates due to Retirement, Stock Options that have been
outstanding for less than one year as of the date of Retirement
will be forfeited, and Stock Options that have been outstanding for
more than one year as of the date of Retirement will continue to
vest for up to one year from the date of Retirement and will remain
exercisable for up to one year from the date of Retirement, or
until the expiration of their term, if sooner, and Stock Options
that are vested as of the date of Retirement will also remain
exercisable for up to one year from Retirement or until the
expiration of their term, if sooner; and
(vi) if a Participant’s employment terminates due to
Voluntary Resignation (non-retirement), all currently outstanding
Stock Options, both vested and unvested, will be forfeited as of
the date of Voluntary Resignation.
(e) Taxes. The Committee shall establish
requirements as it deems appropriate in order to ensure that no
Shares shall be delivered under the Plan to any Participant or
their represent
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