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Exhibit 10.1
MATECCORPORATION
1992 STOCK OPTION PLAN
1. PURPOSE
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The Plan is intended to expand and improve the profitability
and
prosperity of MATEC Corporation for the benefit of its
stockholders by
permitting the Corporation to grant to officers and other key
employees of, and
consultants and advisers to, the Corporation and its
Subsidiaries, options to
purchase shares of the Corporation's Common Stock. These grants
are intended to
provide additional incentive to such persons by offering them a
greater stake in
the Corporation's continued success. The Plan is also intended
as a means of
reinforcing the commonality of interest between the
Corporation's stockholders
and such persons, and as an aid in attracting and retaining the
services of
individuals of outstanding and specialized skills.
2. DEFINITIONS
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For Plan purposes, except where the context otherwise
indicates,
the following terms shall have the meanings which follow:
(a) "Agreement" shall mean a written instrument executed and
delivered on behalf of the Corporation which specifies the terms
and conditions
of a Stock Option granted to a Participant.
(b) "Beneficiary" shall mean the person or persons who may
be
designated by a Participant from time to time in writing to the
Committee, to
receive, if the Participant dies, any Option exercise rights
held by the
Participant.
(c) "Board" shall mean the Board of Directors of the
Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as it
may
be amended from time to time, and the rules and regulations
promulgated there
under.
(e) "Committee" shall mean a Committee of the Board composed
of
three or more persons which shall be designated by the Board to
administer the
Plan. Each member of the Committee, while serving as such, shall
be a member of
the Board and shall be a disinterested person within the meaning
of Rule 16b-3
of the Securities Exchange Act of 1934.
(f) "Common Stock" shall mean the Common Stock of the
Corporation
having a par value of $0.05 per share.
(g) "Corporation" shall mean MATEC Corporation, a Delaware
corporation.
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(h) "Employee" shall mean any person who is employed by the
Corporation or any Subsidiary corporation.
(i) "Exercise Price" shall mean the per share price for which
a
Participant upon exercise of a Stock Option may purchase a share
of Common
Stock.
(j) "Fair Market Value" shall mean the value of a share of
Common
Stock to be determined by, and in accordance with procedures
established by, the
Committee. Such fair market value shall be deemed conclusive
upon the
determination of the Committee made in good faith. The
preceding
notwithstanding, so long as the Common Stock is listed on a
national stock
exchange, the "Fair Market Value" shall mean with respect to any
given day, the
mean between the highest and lowest reported sales prices of the
Common Stock on
the principal national stock exchange on which the Common Stock
is listed, or if
such exchange was closed on such day or if it was open but the
Common Stock was
not traded on such day, then on the next preceding day that the
Common Stock was
traded on such exchange, as reported by a responsible reporting
service.
(k) "Incentive Stock Option" shall mean a Stock Option which
is
intended to meet and comply with the terms and conditions for an
"incentive
stock option" as set forth in Section 422 of the Code, or any
other form of tax
qualified stock option which may be incorporated and defined in
the Code as it
may from time to time be amended.
(l) "Non-Qualified Option" shall mean a Stock Option which does
not
meet the requirements of Section 422 of the Code or the terms of
which provide
that it will not be treated as an Incentive Stock Option.
(m) "Participant" shall mean any person who is granted a
Stock
Option under the Plan.
(n) "Plan" shall mean the MATEC Corporation 1992 Stock Option
Plan
as set forth herein and as amended from time to time.
(o) "Stock Option" or "Option" shall mean a right to purchase
a
stated number of shares of Common Stock subject to such terms
and conditions as
are set forth in the Plan and an Agreement.
(p) "Subsidiary corporation" or "Subsidiary" shall mean any
corporation which is a subsidiary corporation of the Corporation
as defined in
Section 424(f) of the Code.
3. ADMINISTRATION
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(a) The Committee shall administer the Plan and, accordingly,
it
shall have full power to grant Stock Options under the plan, to
construe and
interpret the Plan, and to establish rules and regulations and
perform all other
acts it believes reasonable and proper, including the authority
to delegate
responsibilities to others to assist in administering the
Plan.
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(b) The determination of those eligible to receive Stock
Options,
and the amount, type and terms and conditions of each Stock
Option shall rest in
the sole discretion of the Committee, subject to the provisions
of the Plan.
(c) The Committee may permit the voluntary surrender of all or
a
portion of any Option granted under the Plan to be conditioned
upon the granting
to the Participant of a new Option for the same or a different
number of shares
as the Option surrendered, or may require such voluntary
surrender as a
condition precedent to a grant of a new Option to such
Participant. Such new
Option shall be exercisable at the price, during the period and
in accordance
with any other terms or conditions specified by the Committee at
the time the
new Option is granted, all determined in accordance with the
provisions of the
Plan without regard to the price, period of exercise, or any
other terms or
conditions of the Option surrendered.
4. COMMON STOCK LIMITS
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The total number of shares of Common Stock which may be issued
on
exercise of Stock Options shall not exceed 300,000shares,
subject to adjustment
in accordance with Paragraph 9 of the Plan. Shares issued under
the Plan may be,
in whole or in part, as determined by the Committee, authorized
but unissued or
treasury shares of Common Stock. If any Options granted under
the Plan shall
expire or terminate without having been exercised, the shares
subject to such
Options shall be added back to the number of shares of Common
Stock which may be
issued on exercise of Stock Options.
5. ELIGIBILITY FOR PARTICIPATION
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(a) Consistent with Plan objectives, the following persons shall
be
eligible to become Participants in the Plan: officers and other
key Employees
and consultants and advisers to the Corporation or any
Subsidiary corporation,
provided that members of the Board who are not Employees shall
not be eligible.
(b) The foregoing subparagraph (a) notwithstanding, Incentive
Stock
Options shall be granted only to officers and other key
Employees, and no
Incentive Stock Options shall be granted to an Employee who owns
more than 10%
of the Common Stock determined in accordance with the provisions
of Section
422(b)(6) of the Code, unless the Option meets the requirements
of Section
422(c)(5) of the Code.
(c) Options shall be granted to consultants and advisers only
for
bona fide services rendered other than in connection with the
offer or sale of
securities.
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6. STOCK OPTIONS - TERMS AND CONDITIONS
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All Stock Options granted under the Plan shall be evidenced
by
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