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JAYCOR TACTICAL SYSTEMS, INC. 2000 NONQUALIFEED STOCK OPTION PLAN

Option Agreement

JAYCOR TACTICAL SYSTEMS, INC. 2000 NONQUALIFEED STOCK OPTION PLAN | Document Parties: Jaycor Participating Group | Jaycor Tactical Systems, Inc You are currently viewing:
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Jaycor Participating Group | Jaycor Tactical Systems, Inc

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Title: JAYCOR TACTICAL SYSTEMS, INC. 2000 NONQUALIFEED STOCK OPTION PLAN
Date: 7/30/2008
Industry: Security Systems and Services     Sector: Services

JAYCOR TACTICAL SYSTEMS, INC. 2000 NONQUALIFEED STOCK OPTION PLAN, Parties: jaycor participating group , jaycor tactical systems  inc
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Exhibit 10.27

JAYCOR TACTICAL SYSTEMS, INC.

2000 NONQUALIFEED STOCK OPTION PLAN

 

 

1.

E STABLISHMENT , P URPOSE AND T ERM OF P LAN .

1.1 Establishment. The Jaycor Tactical Systems, Inc. 2000 Nonqualified Stock Option Plan (the “Plan” ) is hereby established effective as of December 15, 2000.

1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group, the Jaycor Participating Group and their stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and the Jaycor Participating Company Group by motivating such persons to contribute to the growth and profitability of the Participating Company Group and the Jaycor Participating Company Group.

1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Options shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company.

 

 

2.

D EFINITIONS AND C ONSTRUCTION .

2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) “Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” means such Committee(s).

(b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(c) “Committee” means the committee consisting of the Chief Executive Officer of the Company and the member of the Board of Directors of the Company that holders of Series A Preferred Stock of the Company are entitled to elect. The Committee shall have all of the powers under the Plan granted to the Board herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. Notwithstanding the preceding sentence, the Committee shall have no authority to increase the number of shares of Stock available for issuance under the Plan.

(d) “Company” means Jaycor Tactical Systems, Inc., a Delaware corporation, or any successor corporation thereto.


(e) “Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to Jaycor or a member of the Jaycor Participating Group, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act.

(f) “Director” means a member of the board of directors of Jaycor or a member of the board of directors of any Jaycor Participating Group.

(g) “Disability” means the inability of the Optionee, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Optionee’s position with the Jaycor Participating Group or the Participating Company Group because of the sickness or injury of the Optionee.

(h) “Distribution” means the distribution by Jaycor, Inc. to the holders of its common stock, by means of a pro rata distribution of all of the shares of the Company’s common stock owned by Jaycor pursuant to the terms of the Distribution Matters Agreement between Jaycor and the Company dated October 27, 2000.

(i) “Distribution Date” means the date on which Jaycor first ceases to be a member of the Participating Company Group.

(j) “Employee” means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of Jaycor or a member of the Jaycor Participating Group. The Company shall determine in good faith and in exercise of its discretion whether an individual has become or ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency makes a contrary determination.

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system


constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.

(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

(m) “Incentive Stock Option” means an Option intended to be (as set forth in the Option Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(n) “Insider” means an officer (including any person designated by the Board as an officer) or a Director of the Company or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(o) “Jaycor” means Jaycor, Inc., a California corporation or any successor corporation thereto.

(p) “Jaycor Participating Group” means at any point in time, all corporations which are, at that time, a parent corporation as defined by Section 424(e) of the Code or a subsidiary corporation as defined by Section 424(f) of the Code of Jaycor.

(q) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an incentive Stock Option All of the Options granted under the Plan shall be Nonstatutory Stock Options.

(r) “Option” means a right to purchase Stock (subject to adjustment as provided in Section 4.2) pursuant to the terms and conditions of the Plan.

(s) “Option Agreement” means a written agreement between the Company and an Optionee setting forth the terms, conditions and restrictions of the Option granted to the Optionee and any shares acquired upon the exercise thereof An Option Agreement may consist of a form of “Notice of Grant of Stock Option” and a form of “Stock Option Agreement” incorporated therein by reference, or such other form or forms as the Board may approve from time to time.

(t) “Optionee” means a person who has been granted one or more Options.

(u) “Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.


(v) “Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation.

(w) “Participating Company Group” means, at any point in time, all corporations collectively which are then Participating Companies.

(x) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(y) “Securities Act” means the Securities Act of 1933, as amended.

(z) “Service” means an Optionee’s employment or service with Jaycor or a member of the Jaycor Participating Group, whether in the capacity of an Employee, a Director or a Consultant. An Optionee’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionee renders Service or a change in the company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee’s Service. Furthermore, an Optionee’s Service shall not be deemed to have terminated if the Optionee takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Optionee’s Service shall be deemed to have terminated unless the Optionee’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by Jaycor or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Optionee’s Option Agreement. The Optionee’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Optionee performs Service ceasing to be a member of the Jaycor Participating Group. Subject to the foregoing, Jaycor, in its discretion, shall determine whether the Optionee’s Service has terminated and the effective date of such termination. Notwithstanding any other provision of this Section, during the period that the Company and Jaycor are both majority owned subsidiaries of a common parent entity, Service shall also include the Optionee’s Service with the Participating Company Group (determined as if such Service was performed for a member of the Jaycor Participating Group).

(aa) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.

(bb) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 

3.

A DMINISTRATION .

3.1 Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Option shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option.

3.2 Authority of Officers. Any officer of a Participating Company or of a member of the Jaycor Participating Group shall have the authority to act on behalf of the Company or Jaycor, as applicable, with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company (or Jaycor) herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election.

3.3 Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at which, Options shall be granted and the number of shares of Stock to be subject to each Option;

(b) to determine the Fair Market Value of shares of Stock or other property;

(c) to determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the Option, (ii) the method of payment for shares purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the Option or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee’s termination of Service on any of the foregoing, and (vi) all other terms, conditions and restrictions applicable to the Option or such shares not inconsistent with the terms of the Plan;

(d) to approve one or more forms of Option Agreement;

(e) to amend, modify, extend, cancel or renew any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise thereof;

(f) to accelerate, continue, extend or defer the exercisability of any Option or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following an Optionee’s termination of Service;

(g) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and


(h) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Option as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

3.4 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.5 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board, the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties, provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

 

 

4.

S HARES S UBJECT TO P LAN .

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be One Hundred Seventy-Three Thousand Seven Hundred Ten (173,710) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Option for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Option subject to a Company repurchase option and are repurchased by the Company at the Optionee’s exerc


 
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