|
PENNICHUCK
CORPORATION
AMENDED AND RESTATED 2000
STOCK OPTION PLAN
1.
Purpose of the Plan . The purpose of the 2000 Stock
Option Plan, as amended and restated (the “Plan”) is to
attract and retain the best available personnel for positions of
substantial responsibility and to provide additional incentive to
Employees of Pennichuck Corporation or any present or future Parent
or Subsidiary of Pennichuck Corporation to promote the success of
business by providing for or increasing the proprietary interests
of such Employees in the Company. It is intended that options
issued pursuant to this Plan shall constitute (i) "Incentive Stock
Options" within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended, and (ii) Nonstatutory Stock Options.
2.
Definitions . As used herein, the following
definitions shall apply:
(a) "Board" means
the Board of Directors of the Company.
(b) "Common Stock"
means the common stock of the Company, par value $1.00 per
share.
(c) "Company" means
Pennichuck Corporation, a business corporation organized under the
laws of The State of New Hampshire.
(d) "Code" means
the Internal Revenue Code of 1986, as amended.
(e) "Committee"
means the Committee appointed by the Board in accordance with
Paragraph 4 (a) hereof.
(f) "Continuous
Employment" or "Continuous Status as an Employee" means the absence
of any interruption or termination of service as an Employee.
Continuous Employment or Continuous Status as an Employee
shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Board,
or in the case of transfers between locations of the Company or any
Subsidiary or its Parent.
(g) "Disinterested
Persons" means an administrator of the Plan who is not at the time
he or she exercises discretion in administering the Plan eligible,
has not at any time within one year prior thereto been eligible,
and for one year after so serving will not be eligible, for
selection as a person to whom stock may be allocated or to whom
stock options may be granted pursuant to the Plan or any other plan
of the Company entitling the participants therein to acquire stock
or stock options of the Company.
(h) "Employee"
means any person employed on a full-time basis by the Company or
any present or future Parent or Subsidiary of the Company.
(i) "Incentive
Stock Option" means an Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
(j) "Nonstatutory
Stock Option" means an Option not intended to qualify as an
Incentive Stock Option.
(k) "Option" means
an Incentive Stock Option or a Nonstatutory Stock Option granted
pursuant to this Plan.
(l) "Optioned
Stock" means Common Stock subject to an Option.
(m) "Optionee"
means an Employee who receives an Option.
(n) "Parent" means
any present or future corporation which would be a "parent
corporation" as defined in Subsections 424 (e) and (g) of the
Code.
(o) "Plan" means
this 2000 Stock Option Plan.
(p) "Share" means a
share of Common Stock, as adjusted in accordance with Section 11 of
the Plan.
(q) "Subsidiary"
means any present or future corporation which would be a
"subsidiary corporation" as defined in Subsection 424 (f) and (g)
of the Code.
3. Shares
Subject to the Plan . Except as otherwise required by the
provisions of Paragraph 11 hereof, the aggregate number of Shares
of Common Stock which may be optioned and sold under the Plan is
500,000 Shares.
If an Option issued pursuant to
the Plan should be cancelled, expire or become unexercisable
without having been exercised in full, as a result of termination
of the Optionee's employment, voluntary surrender of the Option or
otherwise, the unpurchased Shares which were subject thereto shall,
unless the Plan shall have been terminated, be available for future
grant of other Options under the Plan.
4.
Administration of the Plan .
(a)
Committee . The Plan shall be administered by a
Committee consisting of not less than three Disinterested Persons
appointed by the Board.
(b) Powers of
the Committee . Subject to the provisions of the Plan,
the Committee shall have the authority, in its sole discretion:
(i) to determine, upon review of relevant information and in
accordance with Section 8 of the Plan, the fair market value of the
Common Stock; (ii) to consider and make recommendations to the
Board concerning the Employees to whom, and the time or times at
which, Options shall be granted, the type or combination of types
of Options to be granted, the number of Shares to be represented by
each Option and the vesting provisions, if any, of each Option;
(iii) to interpret the Plan; (iv) to prescribe, amend and rescind
rules and regulations relating to the Plan; (v) except as limited
by this Plan, or otherwise determined by the Board, to determine
the terms and provisions of each Option grant (which need not be
identical), including without limitation restrictions on
transferability of the Optioned Stock; (vi) to authorize any person
to execute on behalf of the Company any instrument required to
effectuate the grant of an Option previously granted by the Board;
(vii) to accept the surrender of Options and the substitution of
new Options in exchange therefor; (viii) to recommend to the Board
that the time or times at which any Option may be exercised be
accelerated or deferred (with the consent of the Optionee) but in
no event beyond the term of the Option under Section 7; and (ix) to
make all other determinations deemed necessary or advisable for the
administration of the Plan and to exercise such other power and
authority as may be delegated to it by the Board from time to
time.
(c) Effect of
the Committee's Decision . All decisions, determinations
and interpretations of the Committee shall be final and binding on
all Optionees.
5.
Eligibility .
(a) Options shall
be granted by the Board and may be granted only to Employees who
are in positions in which their decisions, actions and counsel
significantly impact the profitability of the Company. In
determining the Employees to whom Options shall be granted, and the
number of Shares to be covered by each Option, the Board shall
consider current position, current salary and other compensation,
value of services rendered and expected to be rendered,
recommendations of senior management and other relevant factors.
Directors who are not also Employees shall not be eligible to
receive Options. An Employee who has been granted an Option
may, if otherwise eligible, be granted an additional Option or
Options. No Employee who owns Shares possessing more than 10%
of the total combined voting power of all classes of stock of the
Company, or of any Parent or Subsidiary of the Company, may receive
any Options.
The maximum aggregate fair
market value (determined at the time the Option is granted) of the
Shares with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year by an
Employee under all Incentive Stock Option Plans, as defined in
Section 422 of the Code, of the Company or of any present or future
Parent or Subsidiary of the Company, shall not exceed $100,000; to
the extent the aggregate fair market value of the Shares exceeds
such limit, such Options or portions thereof shall be treated as
Nonstatutory Stock Options.
(b) The Plan shall
not confer upon any Optionee any right with respect to continuation
of employment, nor shall it interfere in any way with his or her
right or the Company's or, where applicable, its Parent's or a
Subsidiary's
right to terminate his or her employment at any time, which right
is hereby reserved. Selection for participation in the Plan
in one year does not necessarily imply selection in another
year.
6. Term
of Plan .
(a) The Plan, as
amended and restated, became effective on March 9, 2007, the date
of its adoption by the Board ("Effective Date"), subject to the
approval of the Plan by the shareholders of the Company within 12
months after the Effective Date. The Plan, as amended and
restated, shall continue in effect for a term of 10 years (i.e.,
until March 9, 2017) unless sooner terminated under Section 14 of
the Plan. No Option shall be granted after 10 years from the
date of the Boards adoption of the amended and restated Plan.
(b) Pending
shareholder approval of the Plan, grants of Options may be made by
the Board, subject to shareholder approval of the Plan, but any
such options shall be contingent upon such shareholder approval
being obtained and no Option may be exercised prior to the date
shareholder approval is obtained.
7. Term
of Option . The term of each Option, within which it may
be exercised, shall be 10 years from the date of grant thereof or
such shorter term as may be provided in the Option grant. In
addition, each Option shall be subject to early termination as
provided in the Plan.
8.
Exercise Price and Methods of Payment .
(a) The price per
Share at which each Option granted under the Plan may be exercised,
whether Incentive Stock Options or Nonstatutory Stock Options,
shall not, as to any particular Option, be less than its fair
market
| 
