Exhibit 10.1
SIMPSON MANUFACTURING CO.,
INC.
1994 STOCK OPTION
PLAN
Adopted February 23,
1994
and Amended through
February 13, 2008
1.
PURPOSES .
(a)
The purpose of the Plan is to
provide a means by which selected Employees and Directors of and
Consultants to the Company, and its Affiliates, may be given an
opportunity to purchase stock of the Company.
(b)
The Company, by means of the Plan,
seeks to retain the services of persons who are now Employees or
Directors of or Consultants to the Company and its Affiliates, to
secure and retain the services of new Employees, Directors and
Consultants, and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its
Affiliates.
(c)
The Company intends that the Options
issued under the Plan shall, in the discretion of the Board or any
Committee to which responsibility for administration of the Plan
has been delegated pursuant to subsection 3(c), be either Incentive
Stock Options or Nonstatutory Stock Options. All Options shall be
separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and in such form as issued pursuant
to section 6, and a separate certificate or certificates will be
issued for shares purchased on exercise of each type of
Option.
2.
DEFINITIONS
.
(a)
“Affiliate” means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as
those terms are defined in Code sections 424(e) and (f),
respectively, and that qualifies as an eligible issuer of service
recipient stock, as that term is defined in Treasury Regulations
section 1.409A-1(b)(5)(iii)(E).
(b)
“Board”
means the Board of Directors of the
Company.
(c)
“Code”
means the Internal Revenue Code of
1986, as amended.
(d)
“Committee” means a Committee appointed by the Board in
accordance with subsection 3(c) of the Plan.
(e)
“Common
Stock” means the
common stock of the Company.
(f)
“Company”
means Simpson Manufacturing
Co., Inc., a Delaware corporation.
(g)
“Consultant” means any person, including an advisor, engaged
by the Company or an Affiliate to render consulting services and
who is compensated for such services; provided that the term
“Consultant” shall not include Directors who are paid
only a director’s fee by the Company or who are not
compensated by the Company for their services as
Directors.
(h)
“Continuous Status as an
Employee, Director or Consultant” means the employment or relationship as a
Director or Consultant is not interrupted or terminated. The Board,
in its sole discretion, may determine whether Continuous Status as
an Employee, Director or Consultant shall be considered interrupted
in the case of: (i) any leave of absence approved by the
Board, including sick leave, military leave or any other personal
leave; or (ii) transfers between locations of the Company or
between the Company, Affiliates or their successors.
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(i)
“Director”
means a member of the
Board.
(j)
“Employee”
means any person, including Officers
and Directors, employed by the Company or any Affiliate of the
Company. Neither service as a Consultant or a Director nor
payment of a director’s fee by the Company shall be
sufficient to constitute “employment” by the
Company.
(k)
“Exchange
Act” means the
Securities Exchange Act of 1934, as amended.
(l)
“Fair Market
Value” means the
value of the Common Stock as determined in good faith by the Board
and in a manner consistent with section 260.140.50 of Chapter 3 of
Title 10 of the California Code of Regulations and with Treasury
Regulations section 1.409A-1(b)(5)(iv).
(m)
“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.
(n)
“Non-Employee
Director” means a
Director who satisfies the requirements established from time to
time by the Securities and Exchange Commission for non-employee
directors under Rule 16b-3.
(o)
“Nonstatutory Stock
Option” means an
Option not intended to qualify as an Incentive Stock
Option.
(p)
“Officer”
means a person who is an officer of
the Company within the meaning of section 16 of the Exchange Act
and the rules and regulations promulgated
thereunder.
(q)
“Option”
means a stock option granted
pursuant to the Plan.
(r)
“Option
Agreement” means a
written agreement between the Company and an Optionee evidencing
the terms and conditions of an individual Option grant. Each
Option Agreement shall be subject to the terms and conditions of
the Plan.
(s)
“Optioned
Stock” means the
Common Stock of the Company subject to an Option.
(t)
“Optionee”
means an Employee, Director or
Consultant who holds an outstanding Option.
(u)
“Outside
Director” means a
member of the Board who satisfies the requirements established from
time to time for outside directors under section 162(m) of the
Code.
(v)
“Plan”
means this Simpson Manufacturing
Co., Inc. 1994 Stock Option Plan.
(w)
“Rule 16b-3”
means Rule 16b-3 under the
Exchange Act or any successor to Rule 16b-3, as in effect when
discretion is being exercised with respect to the Plan.
(x)
“Securities
Act” means the
Securities Act of 1933, as amended.
3.
ADMINISTRATION
.
(a)
The Plan shall be administered by
the Board unless and until the Board delegates administration to a
Committee, as provided in subsection 3(c).
(b)
The Board shall have the power,
subject to, and within the limitations of, the express provisions
of the Plan:
(1)
To determine from time to time which
of the persons eligible under the Plan shall be granted Options;
when and how each Option shall be granted; whether an Option will
be an Incentive Stock Option or a Nonstatutory Stock Option; the
terms and conditions of each Option granted (which need not
be
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identical), including the time or
times such Option may be exercised as a whole or in part; and the
number of shares for which an Option shall be granted to each such
person;
(2)
To grant Options under the
Plan;
(3)
To construe and interpret the Plan
and Options granted under it, and to establish, amend and revoke
rules and regulations for its administration. The Board,
in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Option Agreement, in a manner
and to the extent it shall deem necessary or expedient to make the
Plan fully effective; and
(4)
To amend the Plan as provided in
section 11.
(c)
The Board may delegate
administration of the Plan to a Committee of the Board that will
satisfy the requirements of rule 16b-3. The Committee
shall consist solely of two or more Directors, each of whom is a
Non-Employee Director and an Outside Director, who shall be
appointed by the Board. Subject to the foregoing, from time
to time the Board may increase the size of the Committee and
appoint additional qualified members, remove members (with or
without cause) and appoint new members in substitution therefor, or
fill vacancies, however caused. If administration is
delegated to a Committee, the Committee shall have, in connection
with the administration of the Plan, the powers theretofore
possessed by the Board (and references in this Plan to the Board
shall thereafter be to the Committee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as
may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the
administration of the Plan. Notwithstanding anything in this
section 3 to the contrary, the Board or the Committee may delegate
to a committee of one or more members of the Board the authority to
grant options to eligible persons who are not then subject to
section 16 of the Exchange Act.
4.
SHARES SUBJECT TO THE
PLAN .
(a)
Subject to the provisions of section
10 relating to adjustments on changes in stock, the stock that may
be sold pursuant to Options shall not exceed in the aggregate
16,000,000 shares of the Common Stock. If any Option shall
for any reason expire or otherwise terminate, as a whole or in
part, without having been exercised in full, the stock not
purchased under such Option shall revert to and again become
available for issuance under the Plan; provided, however, that the
maximum number of shares of Common Stock with respect to which
Options may be granted during a calendar year to any employee is
150,000 shares.
(b)
The stock subject to the Plan may be
unissued shares or reacquired shares, bought on the market or
otherwise.
5.
ELIGIBILITY
.
(a)
Incentive Stock Options may be
granted only to Employees. Nonstatutory Stock Options may be
granted only to Employees, Directors or Consultants.
(b)
No person shall be eligible for the
grant of an Option if, at the time of grant, such person owns (or
is deemed to own pursuant to section 424(d) of the Code) stock
possessing more than ten percent of the total combined voting power
of all classes of stock of the Company or of any of its Affiliates
unless the exercise price of such Option is at least 110 percent of
the Fair Market Value of such stock at the date of grant and the
Option is not exercisable after the expiration of five years from
the date of grant.
6.
OPTION PROVISIONS
.
Each Option shall be in such form
and shall contain such terms and conditions as the Board shall deem
appropriate. The provisions of separate Options need not be
identical, but each Option shall include (through incorporation of
provisions hereof by reference in the Option Agreement or
otherwise), except as the Board may otherwise determine in the
specific case, the substance of each of the following
provisions:
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(a)
Term of Options
. No Option shall be
exercisable after the expiration of ten years from the date it is
granted.
(b)
Price . The exercise price of each Option shall
be not less than 100 percent of the Fair Market Value of the stock
subject to the Option on the date the Option is granted.
(c)
Consideration
. The purchase price of stock
acquired pursuant to an Option shall be paid, to the extent
permitted by applicable statutes and regulations, either
(i) in cash at the time the Option is exercised, or
(ii) in the absolute discretion of the Board or the Committee
(which discretion may be exercised in a particular case without
regard to any other case or cases), at the time of the grant or
thereafter, (A) by the withholding of shares of Common Stock
issuable on exercise of the Option or delivery to the Company of
other Common Stock of the Company, (B) according to a deferred
payment or other arrangement (which may include, without limiting
the generality of the foregoing, the use of other Common Stock of
the Company) with the person to whom the Option is granted or to
whom the Option is transferred pursuant to subsection 6(d), or
(C) in any other form of legal consideration that may be
acceptable to the Board.
In the case of any deferred payment
arrangement, interest shall be payable at least annually and shall
be charged at the minimum rate of interest necessary to avoid the
treatment as interest, under any applicable provisions of the Code,
of any amounts other than amounts stated to be interest under the
deferred payment arrangement, or if less, the maximum rate
permitted by law.
(d)
Transferability
. An Option shall not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed
by the Optionee during his or her lifetime
