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Exhibit
99.1
CipherTrust,
Inc.
2000 STOCK OPTION
PLAN
(As Amended through
July 3, 2003)
I. PURPOSE.
CipherTrust, Inc.
(“Company”) 2000 Stock Option Plan is intended to
encourage stock ownership by officers and other key employees of
the Company and of its subsidiaries, to provide them with a
proprietary interest or to increase their proprietary interest in
the Company’s success and/or to encourage them to remain in
the employ of the Company or any of its subsidiaries.
II. DEFINITIONS
Where the following words
appear in the Plan, they shall have the respective meanings set
forth below, unless their context clearly indicates a contrary
meaning:
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A. |
Board of Directors - The Board of Directors of the
Company. |
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B. |
Code - The Internal Revenue Code of 1986, as amended, including
amendments hereafter adopted. |
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C. |
Committee - The Compensation Committee of the Board of
Directors or any successor Committee appointed by the Board of
Directors. In the absence of the appointment of the Committee, the
Board of Directors of the Company shall exercise all of the powers
of the Committee under the Plan. |
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D. |
Company - CipherTrust, Inc., a Georgia corporation, which is
the parent corporation as defined in Subsections 424(e) and
(g) of the Code. |
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E. |
Employee - Employee shall mean any officer or other key
employee (including an officer or other key employee who is also a
director) employed on a full-time basis by the Company or any
present or future Parent or Subsidiary. |
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F. |
ISO - An option granted under the Plan which constitutes an
incentive stock option within the meaning of Section 422 of
the Code. |
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G. |
Non-Qualified Stock Option or NQSO - An option granted under
the Plan which does not qualify as an ISO. |
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H. |
Option - An option granted under the Plan which may be either
an ISO or a Non-Qualified Stock Option. |
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I. |
Option Agreement - The document setting forth the terms and
conditions of each Option. |
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J. |
Optionee - The holder of an Option. |
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K. |
Parent - Parent shall mean any present or future corporation as
defined in Subsections 424(e) and (g) of the Code. |
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L. |
Plan - CipherTrust, Inc. 2000 Stock Option Plan, as the same
may be amended from time to time in accordance with the terms
hereof. |
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M. |
Shares - The shares of common stock of the Company, $.001 par
value, subject to adjustment and substitution as provided in
Paragraph V of the Plan. |
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N. |
Subsidiary - Any present or future subsidiary of the Company as
defined in Subsections 424(f) and (g) of the Code. |
III. ADMINISTRATION.
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A. |
The Committee shall have full and complete authority in its
sole discretion, but subject to the express provisions of the Plan:
to grant Options; to determine the option price of the Shares
covered by each Option; to determine the Employees of the Company
and of its Subsidiaries to whom, and the time or times at which,
Options shall be granted; to determine the number of Shares to be
covered by each Option; to interpret the Plan; to prescribe, amend
and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of each option grant and Option
Agreement (which terms need not be identical); to determine the
vesting schedule of each Option (including the acceleration
thereof); to cancel and amend Options (with the consent of the
holder of the Option where required); to impose such conditions on
the grant of Options as it determines to be appropriate, including
the surrender of outstanding stock options issued under the Plan or
any other stock option plan, regardless of the option price; and to
make all other determinations and rules and take such other action
deemed necessary or advisable for the administration of the Plan.
In addition, the Committee may extend the duration of any NQSO for
a period not to exceed one year subject to the provisions of
Paragraph VI B hereof without changing the option price upon such
terms as the Committee may deem advisable. |
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B. |
Each determination, interpretation, rule or other action made
or taken pursuant to the Plan by the Committee shall be final and
conclusive for all purposes and binding upon all persons,
including, but without limitation thereto, the Company,
Subsidiaries, the Board of Directors, the Committee, Employees of
the Company and its Subsidiaries and Optionees and their respective
successors in interest. |
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C. |
The Committee shall consist of not less than two
(2) directors. In the event any class of equity security of
the Company is registered pursuant to Section 12 of the
Securities Exchange Act of 1934 (“34 Act”), each member
of the Committee shall be a member of the Board of Directors who is
not eligible to participate under the Plan and who has not been
granted or awarded equity securities of the Company for at least
one year prior to the time the director becomes a member of the
Committee or during such service on the Committee pursuant to the
Plan or any other “plan” within the meaning of Rule
16b-3 promulgated under the 34 Act, except as otherwise permitted
under Rule 16b-3 (or any successor rule or regulation). |
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D. |
The Board of Directors may designate one (1) of the
members of the Committee as its chairperson and the Committee shall
hold its meetings at such times and places as it shall deem
advisable. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its
members present at a meeting at which a quorum was present. Any
decision or determination reduced to writing and signed by all the
members of the Committee shall be effective as if it had been made
by a vote at a meeting duly called and held. The Committee shall
keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem
advisable. |
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E. |
No member of the Committee shall be liable for any action or
determination made in good faith with respect to the administration
of the Plan and the granting of Options thereunder. |
IV. ELIGIBILITY AND
LIMITATIONS.
Options may be granted only
to Employees of the Company or of any Subsidiary or Parent. Persons
who are not Employees of the Company or of a Subsidiary or Parent
will not be eligible to receive an ISO. In determining the number
of shares to be covered by each Option, subject to Paragraph V
hereof, and persons to whom Options shall be granted, the Committee
shall take into account such factors as it shall deem relevant in
connection with accomplishing the purpose of the Plan as set forth
in Paragraph I hereof. Any person who has been granted an Option
may be granted an additional Option or Options if the Committee
shall so determine. No ISO shall be granted to an individual who,
at the time the ISO is granted, owns (within the meaning of
subsection 422(b)(6) of
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the Code) stock possessing more than 10%
of the total combined voting power of all classes of stock of the
Company or of its Parent or any Subsidiary, unless, at the time the
ISO is granted, the option price is at least 110 percent
(110%) of the fair market value of the Shares subject to the
ISO, and the ISO by its terms is not exercisable after the
expiration of five (5) years from the date the ISO is
granted.
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A. |
ISOs granted to an Optionee in excess of the limitations set
forth in subsection 422(d) of the Code for any calendar year shall
be deemed to be a Non-Qualified Stock Option. |
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B. |
Each Option must be granted prior to the 10th anniversary of
the adoption of the Plan by the Board of Directors. |
V. AVAILABLE SHARES AND STOCK
ADJUSTMENTS.
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A. |
The total number of Shares that may be issued pursuant to
Options granted under the Plan shall not exceed 7,000,000 Shares,
subject to adjustment as set forth hereinafter. Shares subject to
the Plan may be either authorized but unissued Shares or Shares
that were once issued and subsequently reacquired by the Company.
If any Option is surrendered before exercise or lapses without
exercise or for any other reason ceases to be exercisable, the
Shares reserved therefor shall continue to be available under the
Plan. The Company will reserve and keep available a sufficient
number of authorized but unissued Shares and/or treasury Shares to
be issued upon the exercise of the Options. |
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B. |
In the event of a stock split, reverse stock split, stock
dividend, or a reclassification of the Shares or other similar
action by the Company, the total number of Shares which may be
issued under the Plan upon the exercise of Options and the total
number of Shares and/or the option price contained in any
outstanding Option pursuant to which Options were granted under the
Plan, shall be appropriately adjusted as determined by the Board of
Directors in its sole discretion. Any such adjustment in the number
of Shares and/or option price of an ISO shall be made in such
manner as to not constitute a modification as defined in Subsection
424(h)(3) of the Code and only to the extent permitted by Sections
422 and 424 of the Code. |
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C. |
In the event of any merger or consolidation or other
reorganization in which the Company shall be the surviving entity
and its shareholders retain all of the Shares held immediately
prior to such event and receive no securities or other property,
there shall be no change in the securities or the number of Shares
that the holder of the Option will be entitled to receive upon the
exercise of the Option or the option price, except as set forth in
Paragraph V. |
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D. |
In the event of any merger or consolidation or other
reorganization in which the Company shall be the surviving entity
and its shareholders have a right to receive securities for or
other property in addition to, the outstanding Shares held, each
holder of an outstanding Option shall be entitled to receive, upon
the exercise of the Option, in lieu of the number of Shares as to
which such holder of the Option would otherwise have been entitled
to receive upon the exercise of the Option immediately prior to
such merger or consolidation or other reorganization, the number
and class of shares and other securities and other property to
which such holder of the Option would have been entitled to
receive |
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