Exhibit 10.2
SIMPSON MANUFACTURING CO.,
INC.
1995 INDEPENDENT DIRECTOR STOCK
OPTION PLAN
Adopted March 6,
1995
and Amended through
November 18, 2004
1.
PURPOSES .
(a)
The purpose of the Plan is to
provide a means by which Independent Directors of the Company 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 Independent
Directors of the Company, to secure and retain the services of new
Independent Directors, and to provide incentives for such persons
to exert maximum efforts for the success of the Company.
(c)
The Company intends that the Options
issued under the Plan shall be Nonstatutory Stock Options.
The grant date and terms of all Option Agreements shall be as
provided in section 6, and a separate certificate or certificates
will be issued for shares purchased on exercise of each
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 sections 424(e) and (f),
respectively, of the Code.
(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 California corporation.
(g)
“Continuous Status as an
Independent Director” means the relationship as an Independent
Director is not interrupted or terminated. The Board, in its
sole discretion, may determine whether Continuous Status as an
Independent Director 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 the Company, Affiliates or their
successors.
(h)
“Exchange
Act” means the
Securities Exchange Act of 1934, as amended.
(i)
“Independent
Director” means a
member of the Board who either (1) is not currently employed
by the Company or any Affiliate (service as a Director and receipt
of a director’s fee being deemed not to constitute
“employment”), is not a former employee of the Company
or any Affiliate who is currently receiving compensation for prior
services (other than benefits under a tax qualified pension plan),
was not an officer of the Company or an Affiliate at any time, and
is not currently receiving compensation from the Company or any
Affiliate for personal services in any capacity other than as a
Director; or (2) is otherwise considered an Outside
Director.
(j)
“Non-Employee
Director” means a
member of the Board who satisfies the requirements established from
time to time by the Securities and Exchange Commission for
non-employee directors under Rule 16b-3.
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(k)
“Nonstatutory Stock
Option” means an
option not intended to qualify as an incentive stock option within
the meaning of section 422 of the Code and the regulations
promulgated thereunder.
(l)
“Option”
means a stock option granted
pursuant to the Plan.
(m)
“Option
Agreement” means a
written agreement between the Company and an Optionee evidencing
the terms and conditions of an Option. Each Option Agreement
shall be subject to the terms and conditions of the
Plan.
(n)
“Optionee”
means an Independent Director who
holds an outstanding Option.
(o)
“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.
(p)
“Plan”
means this Simpson Manufacturing
Co., Inc. 1995 Independent Director Stock Option
Plan.
(q)
“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.
(r)
“ 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
persons are eligible to be granted Options under the Plan and the
terms and conditions of each Option granted (which need not be
identical);
(2)
To grant Options under the
plan;
(3)
To construe and interpret the Plan
and Option Agreements and to establish, amend and revoke
rules and regulations for the Plan’s
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;
(4)
To amend the Plan as provided in
section 11; and
(5)
To determine the terms and
conditions of each Option granted (which need not be
identical).
All decisions, determinations and
interpretations of the Board shall be final and binding on all
Optionees and any other holders of any Options granted under the
Plan.
(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
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by the Board (and references in this
Plan to the Board shall thereafter be deemed to refer to the
Committee), subject, however, to such resolutions, not inconsistent
with 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.
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
320,000 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.
(b)
The stock subject to the Plan may be
unissued shares or reacquired shares, bought on the market or
otherwise.
5.
ELIGIBILITY
.
Options may be granted only to
Independent Directors. No Independent Director shall be
eligible for the grant of an Option if, at the time of grant, such
person owns 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.
6.
OPTION PROVISIONS
.
Each Option Agreement shall be in a
form and shall contain terms and conditions as provided in this
section 6. The provisions of separate Option Agreements need
not be identical, but each Option Agreement shall include (through
incorporation of provisions hereof by reference in the Option
Agreement or otherwise), the substance of each of the following
provisions:
(a)
Date of Grant and Shares Subject
to Option . Each
person who was an eligible Independent Director on
February 15, 1995, shall be granted an Option to purchase
2,000 shares of Common Stock, which Option shall be deemed to have
been effective as of that date. Each person who becomes an
eligible Independent Director after February 15, 1995, shall
be granted an Option to purchase such number of shares of Common
Stock as the Board may determine on and as of the February 15
next following the date that he or she becomes an eligible
Independent Director, if he or she maintains Continuous Status as
an Independent Director through th
