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Exhibit
10.B
MINE SAFETY APPLIANCES
COMPANY
1990 NON-EMPLOYEE
DIRECTORS’ STOCK OPTION PLAN
(As amended May 15,
2007)
The purposes of the 1990
Non-Employee Directors’ Stock Option Plan (the
“Plan”) are to promote the long-term success of Mine
Safety Appliances Company (the “Company”) by creating a
long-term mutuality of interests between the non-employee Directors
and shareholders of the Company, to provide an additional
inducement for such Directors to remain with the Company and to
provide a means through which the Company may attract able persons
to serve as Directors of the Company.
SECTION 1
Administration
The Plan shall be
administered by a Committee (the “Committee”) appointed
by the Board of Directors of the Company (the “Board”)
and consisting of not less than two members of the Board. The
Committee shall keep records of action taken at its meetings. A
majority of the Committee shall constitute a quorum at any meeting,
and the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a
majority of the Committee, shall be the acts of the
Committee.
The Committee shall interpret
the Plan and prescribe such rules, regulations and procedures in
connection with the operations of the Plan as it shall deem to be
necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan. All questions of
interpretation and application of the Plan, or as to stock options
or restricted stock awards granted under the Plan, shall be subject
to the determination of the Committee, which shall be final and
binding.
Notwithstanding the above,
the selection of the Directors to whom stock options and restricted
stock awards are to be granted, the timing of such grants, the
number of shares subject to any stock option or restricted stock
award, the exercise price of any stock option, the periods during
which any stock option may be exercised or a restricted stock award
shall be subject to restriction and the term of any stock option
shall be as hereinafter provided, and the Committee shall have no
discretion as to such matters.
SECTION 2
Shares Available under the
Plan
The aggregate number of
shares which may be issued and as to which grants of stock options
and restricted stock awards may be made under the Plan is 450,000
shares of the Common Stock, without par value, of the Company (the
“Common Stock”), subject to adjustment and substitution
as set forth in Section 6. If any stock option granted under
the Plan is cancelled by mutual consent or terminates or expires
for any reason without having been exercised in full, the number of
shares subject thereto shall again be available for purposes of the
Plan. If shares of Common Stock are forfeited to the Corporation
pursuant to the restrictions
applicable to restricted stock, the
shares so forfeited shall again be available for purposes of the
Plan. The shares which may be issued under the Plan may be either
authorized but unissued shares or treasury shares or partly each,
as shall be determined from time to time by the Board.
SECTION 3
Grant of Stock Options and
Restricted Stock
On the third business day
following the day of each annual meeting of the shareholders of the
Company (the “Grant Date”), each person who is then a
member of the Board and who is not then an employee of the Company
or any of its subsidiaries (a “non-employee Director”)
shall automatically and without further action by the Board or the
Committee be granted:
(1) a “nonstatutory
stock option” ( i.e. , a stock option which does not
qualify under Section 422 of the Internal Revenue Code of 1986
(the “Code”)) to purchase a number of shares of Common
Stock determined by dividing 75% of the amount of the annual
Director’s retainer then in effect by the Grant Date per
share value of the option as determined by the Company under the
Black-Scholes option pricing model; and
(2) a number of restricted
shares of Common Stock (“restricted stock”) determined
by dividing 125% of the amount of the annual Director’s
retainer then in effect by the Fair Market Value of a share of
Common Stock on the Grant Date.
The Board may from time to time adjust
the formulas for determining the amounts of the annual grants of
stock options and/or restricted shares, with or without adjusting
the amount of the annual Director’s retainer.
The numbers of shares determined under
the above formulas shall be rounded to the nearest whole share. If
on any Grant Date the number of shares remaining available under
the Plan is not sufficient for each non-employee Director to be
granted the full number of options and shares of restricted stock
provided in this Section, then the available shares shall be
allocated among the options and shares of restricted stock to be
granted to each non-employee Director in proportion to the amounts
determined under the above formulas, disregarding any fractions of
a share.
SECTION 4
Terms and Conditions of
Stock Options
Stock options granted under
the Plan shall be subject to the following terms and
conditions:
(A) The purchase price at
which each stock option may be exercised (the “option
price”) shall be one hundred percent (100%) of the Fair
Market Value per share of the Common Stock covered by the stock
option on the Grant Date.
(B) The option price for each
stock option shall be paid in full upon exercise and shall be
payable in cash in United States dollars (including check, bank
draft or money order); provided, however, that in lieu of such cash
the person exercising the stock option may pay the option price in
whole or in part by delivering to the Company shares of
the
Common Stock having a Fair
Market Value on the date of exercise of the stock option equal to
the option price for the shares being purchased; except that
(i) any portion of the option price representing a fraction of
a share shall in any event be paid in cash and (ii) no shares
of the Common Stock which have been held for less than one year may
be delivered in payment of the option price of a stock option. The
date of exercise of a stock option shall be determined under
procedures established by the Committee, and as of the date of
exercise the person exercising the stock option shall be considered
for all purposes to be the owner of the shares with respect to
which the stock option has been exercised. Payment of the option
price with shares shall not increase the number of shares of the
Common Stock which may be issued under the Plan as provided in
Section 2.
(C) No stock option shall be
exercisable by a grantee during the first year of its term except
in case of death or Disability. Subject to the terms of
Section 4(E) providing for earlier termination of a stock
option, no stock option shall be exercisable after the expiration
of ten years from the Grant Date. A stock option to the extent
exercisable at any time may be exercised in whole or in
part.
(D) No stock option shall be
transferable by the grantee otherwise than by Will, or if the
grantee dies intestate, by the laws of descent and distribution of
the state of domicile of the grantee at the time of death. All
stock options shall be exercisable during the lifetime of the
grantee only by the grantee or the grantee’s guardian or
legal representative.
(E) Subject to
Section 4(C), if a grantee ceases to be a Director of the
Company for any reason, any outstanding stock options held by the
grantee shall be exercisable and shall terminate according to the
following provisions:
(i) If a grantee ceases to be
a Director of the Company for any reason other than resignation,
removal for cause or death, any then outstanding stock option held
by such grantee shall be exercisable by the grantee (whether or not
exercisable by the grantee immediately prior to ceasing to be a
Director) at any time prior to the expiration date of such stock
option or within five years after the date the grantee ceases to be
a Director, whichever is the shorter period;
(ii) If during his term of
office as a Director a grantee resigns from the Board or is removed
from office for cause, any outstanding stock option held by the
grantee which is not exercisable by the grantee immediately prior
to resignation or removal shall terminate as of the date of
resignation or removal, and any outstanding stock option held by
the grantee which is exercisable by the grantee immediately prior
to resignation or removal shall be exercisable by the grantee at
any time prior to the expiration date of such stock option or
within 90 days after the date of resignation or removal, whichever
is the shorter period;
(iii) Following the death of
a grantee during service as a Director of the Company, any
outstanding stock option held by the grantee at the time of death
(whether or not exercisable by the grantee immediately prior to
death) shall be exercisable by the person entitled to do so under
the Will of the grantee, or, if the
grantee shall fail to make
testamentary disposition of the stock option or shall die
intestate, by the legal representative of the grantee at any time
prior to the expiration date of such stock option or within five
years after the date of death, whichever is the shorter
period;
(iv) Following the death of a
grantee after ceasing to be a Director and during a period when a
stock option is exercisable, any outstanding stock option held by
the grantee at the time of death shall be exercisable by such
person entitled to do so under the Will of the grantee or by such
legal representative (but only to the extent the stock option was
exercisable by the grantee immediately prior to the death of the
grantee) within one year after the date of death or, if applicable,
within the period provided in Section 4(E)(i), whichever is
the longer period, but not later than the expiration date of such
stock option.
A stock option held by a
grantee who has ceased to be a Director of the Company shall
terminate upon the expiration of the applicable exercise period, if
any, specified in this Section 4(E).
(F) All stock options shall
be confirmed by an agreement, or an amendment thereto, which shall
be executed on behalf of the Company by the Chief Executive Officer
(if other than the President), the President or any Vice President
and by the grantee.
(G) The obligation of the
Company to issue shares of the Common Stock under the Plan shall be
subject to (i) the effectiveness of a registration statement
under the Securities Act of 1933, as amended, with respect to such
shares, if deemed necessary or appropriate by counsel for the
Company, (ii) the condition that the shares shall have been
listed (or authorized for listing upon official notice of issuance)
upon each stock exchange, if any, on which the Common Stock shares
may then be listed and (iii) all other applicable laws,
regulations, rules and orders which may then be in
effect.
Subject to the foregoing provisions of
this Section 4 and the other provisions of the Plan, any stock
option granted under the Plan may be subject to such restrictions
and other terms and conditions, if any, as shall be determined, in
its discretion, by the Committee and set forth in the agreement
referred to in Section 4(F), or an amendment
thereto.
SECTION 5
Terms and Conditions of
Restricted Stock
Restricted stock awards
granted under the Plan shall be subject to the following terms and
conditions:
(A) As of the Grant Date of
the restricted stock award, certificates representing the shares of
restricted stock shall be issued in the name of the Director and
held by the Company in escrow until the earlier of the forfeiture
of the shares of restricted stock to the Company or the lapse of
the service restriction with respect to such shares. The Director
shall execute and deliver to the Company a blank stock power in
form
acceptable to the Company
with respect to each of the certificates representing the shares of
restricted stock. Such stock power shall be returned to the
Director if the service restriction lapses with respect to the
shares to which the stock power relates.
(B) The Director shall not
sell, exchange, assign, alienate, pledge, hypothecate, encumber,
charge, give, transfer or otherwise dispose of, either voluntarily
or by operation of law, any shares of restricted stock, or any
rights or interests appertaining thereto, prior to the lapse of the
service restriction imposed thereon and the issuance or transfer to
the Director of certificates with respect to such shares, except
that, subject to the provisions of Section 5(F), shares of
restricted stock may be transferred by the Director by Will or, if
the Director dies intestate, by the laws of descent and
distribution of the state of domicile of the Director at the time
of death.
(C) As of the Grant Date, the
Director shall be a shareholder of the Company with respect to the
restricted stock and shall have all the rights of a shareholder
with respect to the restricted stock, including the right to vote
the restricted stock and to receive all dividends and other
distributions paid with respect to such restricted stock, subject
to the restrictions of the Plan and the restricted stock agreement,
including without limitation the restriction that, with the
exception of dividends and distributions payable in cash, all
dividends and distributions on the restricted stock, whether paid
in Common Stock or other securities or property will be held in
escrow subject to the same restrictions as the restricted
stock.
(D) If the Director’s
service as a Director of the Company terminates for any reason,
other than as a result of the Director’s death, Disability or
Retirement, prior to the date of the third Annual Meeting of
Shareholders of the Company following the Grant Date, then 100% of
the shares of restricted stock awarded on the Grant Date shall,
upon such termination of service and without any further action, be
forfeited to the Company by the Director and cease to be issued and
outstanding shares of Common Stock.
If the Director remains a
Director of the Company until the date of the third Annual Meeting
following the Grant Date and the shares of restricted stock have
not been previously forfeited to the Company pursuant to
Section 5(E), the service restriction on 100% of the shares of
restricted stock originally awarded on that Grant Date shall lapse,
and a certificate representing such shares shall be issued or
transferred by the Company to the Director. If the Director’s
service with the Company or a Subsidiary terminates as a result of
the Director’s death, Disability or Retirement, the service
restriction imposed on any shares of restricted stock set forth
above which have not been previously forfeited to the Company
pursuant to Section 5(E) and on which the service restriction
has not previously lapsed shall l
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