EXHIBIT 10.01
WILLIAMS CONTROLS, INC.
RESTATED 1993 STOCK OPTION
PLAN
This Williams Controls, Inc. Restated 1993 Stock
Option Plan (this "Plan") is intended to encourage stock ownership
by employees, officers and directors (whether or not they are
employees) of and consultants to Williams Controls, Inc. (the
"Corporation"), its divisions, Subsidiary corporations and Parent
corporations, so that they may acquire or increase their
proprietary interest in the Corporation, which will enable the
Corporation to (i) induce qualified persons to become
employees, officers or directors of, or consultants to, the
Corporation; (ii) reward employees, directors, and consultants
for past services to the Corporation; and (iii) encourage such
persons to remain in the employ of, or associated with, the
Corporation and to put forth maximum efforts for the success of the
business of the Corporation. This Plan was originally
adopted September 20, 1993, subsequently amended to increase
the number of shares available under this Plan, and is now being
restated, in its entirety, to incorporate various
changes.
It is intended that options granted by the
Committee pursuant to Section 5(a) of this Plan shall constitute
"incentive stock options" ("Incentive Stock options") within the
meaning of Section 422 of the Code, and options granted by the
Committee pursuant to Section 6(b) of this Plan shall constitute
"non-qualified stock options" ("Non-qualified Stock
Options").
1.
Definitions. As used in this Plan, the following words and
phrases shall have the meanings indicated:
(a) "Board"
means the Board of Directors of the Corporation.
(b) "Code"
means Internal Revenue Code of 1986, as amended from to
time.
(c) "Committee"
means the Compensation Committee appointed by the Board, if one has
been appointed. If no Committee has been appointed, the term
"Committee" shall mean the Board.
(d) "Common
Stock" mean the Corporation's $.01 par value common
stock.
(e) "Disability"
means a Recipient's inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or that has
lasted or can be expected to last for a continuous period of not
less than 12 months, or such other meaning ascribed in Section
22(e)(3) or any successor provision of the Code. If the Recipient
has a disability insurance policy, the term "Disability" shall be
as defined therein; provided that said definition is not
inconsistent with the meaning ascribed in Section 22(e)(3) or any
successor provision of the Code.
(f) "Exchange
Act" means Securities Exchange Act of 1934, as amended from time to
time.
(g) "Fair
Market Value" per share as of a particular date means the last sale
price of the Corporation's Common Stock as reported on a national
securities exchange or on the NASDAQ National Market System or, if
the quotation for the last sale reported is not available for the
Corporation's Common Stock, the average of the closing bid and
asked prices of the Corporation's Common Stock as reported by
NASDAQ or on the electronic bulletin board or, if none, the
National Quotation Bureau, Inc.'s "Pink Sheets" or, if such
quotations are unavailable, the value determined by the Committee
in accordance with its discretion in making a bona fide, good faith
determination of fair market value. Fair Market Value shall be
determined without regard to any restriction other than a
restriction which, by its terms, never will lapse.
(h) "Option"
means either an Incentive Stock Option or a Non-qualified Stock
Option, or either or both of them.
(i) "Option
Price" means the purchase price of the shares of Common Stock
covered by an Option determined in accordance with Section 6(c)
hereunder.
(j) "Parent"
means any corporation which is a "parent corporation" as defined in
Section 424(e) of the Code, with respect to the
Corporation.
(k) "Plan"
means this Restated 1993 Stock Option Plan.
(1) "Recipient"
means any person granted an Option hereunder.
(m) "Securities
Act" means the Securities Act of 1933, as amended from time to
time.
(n) "Subsidiary"
means any corporation which is a "subsidiary corporation" as
defined in Section 424(f) of the Code, with respect to the
Corporation.
2.
Administration.
(a) The
Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not
inconsistent with the express provisions of this Plan, to
administer this Plan and to exercise all the powers and authorities
either specifically conferred under this Plan or necessary or
advisable in the administration of this Plan, including the
authority to grant Options; to determine which Options shall be
Incentive Stock Options and which shall be Non-qualified Stock
Options; to determine the vesting schedules and other restrictions,
if any, relating to Options; to determine the Option Price; to
determine the persons to whom, and the time or times at which,
Options shall be granted; to determine the number of shares to be
covered by each Option; to determine Fair Market Value per share;
to interpret this Plan; to prescribe, amend and rescind rules and
regulations relating to this Plan; to determine the terms and
provisions of the Option agreements (which need not be identical)
entered into in connection with Options granted under this Plan;
and to make all other determinations deemed necessary or advisable
for the administration of this Plan. The Committee may delegate to
one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee
or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under this
Plan.
(b) Options
granted under this Plan shall be evidenced by duly adopted
resolutions of the Committee included in the minutes of the meeting
at which they are adopted or in a unanimous written
consent.
(c) With
respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or any successor regulation
under the Exchange Act. To the extent any provision of this Plan or
action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by
the Committee. Any Option granted hereunder which would subject or
subjects the Recipient to liability under Section 16(b) of the
Exchange Act is void ab initio as if it had never been
granted.
(d) No
member of the Committee or the Board shall be liable for any action
taken or determination made in good faith with respect to this Plan
or any Option granted hereunder.
3.
Eligibility.
(a) Subject
to certain limitations hereinafter set forth, Options may be
granted to employees, officers and directors (whether or not they
are employees) of, and consultants to, the Corporation. In
determining the persons to whom Options shall be granted and the
number of shares to be covered by each Option, the Committee shall
take into account the duties of the respective persons, their
present and potential contributions to the success of the
Corporation and such other factors as the Committee shall deem
relevant to accomplish the purposes of this Plan.
(b) A
Recipient shall be eligible to receive more than one grant of an
Option during the term of this Plan, on the terms and subject to
the restrictions herein set forth.
4.
Stock Reserved.
(a) The
stock subject to Options hereunder shall be shares of Common Stock.
Such shares, in whole or in part, may be authorized but unissued
shares or shares that shall have been or that may be reacquired by
the Corporation. The aggregate number of shares of Common Stock as
to which Options may be granted from time to time under this Plan
(the "Available Shares") shall not exceed 4,500,000
shares. This number was originally set at 1,500,000 and
subsequently increased to 3,000,000 (shareholder approval on
March 27, 1998), and then increased again to 4,500,000
(shareholder approval on February 26,
1999). Notwithstanding the foregoing, no more than
4,500,000 shares of Common Stock shall be available for the grant
of Incentive Stock Options under the Plan. The number of Available
Shares shall be subject to adjustment as provided in Section 6(i)
hereof.
(b) If
any outstanding Option under this Plan for any reason expires or is
terminated without having been exercised in full, the shares of
Common Stock allocable to the unexercised portion of such Option
shall become available for subsequent grants of Options under this
Plan, unless this Plan shall have been terminated.
5.
Stock Options
(a)
Incentive Stock Options .
(1) Options
granted pursuant to this Section 6(a) are intended to constitute
Incentive Stock Options and shall be subject to the following
special terms and conditions, in addition to the general terms and
conditions specified in Section 6 hereof. Only employees of the
Corporation (as the term "employees" is defined for the purposes of
the Code) shall be entitled to receive Incentive Stock
Options.
(2) The
aggregate Fair Market Value (determined as of the date the
Incentive Stock Option is granted) of the shares of Common Stock
with respect to which Incentive Stock Options granted under this
and any other plan of the Corporation, or any Parent corporation or
Subsidiary corporation, are exercisable for the first time by an
Recipient during any calendar year may not exceed the amount set
forth in Section 422(d) of the Code, as amended from time to time.
On the date this Plan was adopted, the maximum dollar amount as to
which Incentive Stock options could first become exercisable in any
calendar year was $100,000.
(3) Incentive
Stock Options granted under this Plan are intended to satisfy all
requirements for incentive stock options under Section 422 of the
Code and final Treasury Regulations thereunder and, notwithstanding
any other provision of this Plan, this Plan and all Incentive Stock
Options granted under it shall be so construed, and all contrary
provisions shall be so limited in scope and effect and, to the
extent they cannot be so limited they shall be void, except as
otherwise provided in Section 12 hereof.
(b)
Non-qualified Stock Options . Options granted pursuant to
this Section 5(b) are intended to constitute Non-qualified Stock
Options and shall be subject only to the general terms and
conditions specified in Section 6 hereof.
6.
Terms and Conditions of Options. Each Option granted
pursuant to this Plan shall be evidenced by a written Option
agreement between the Corporation and the Recipient, which
agreement shall be in substantially the form of Exhibit A hereto as
modified from time to time by the Committee in its discretion, and
which shall comply with and be subject to the following terms and
conditions
(a)
Number of Shares . Each Option agreement shall state the
number of shares of Common Stock covered by the Option.
(b)
Type of Option . Each Option agreement shall specifically
identify the portion, if any, of the option which constitutes an
Incentive Stock Option and the portion, if any, which constitutes a
Non-qualified Stock Option.
(c)
Option Price . Each Option agreement shall state
the Option Price, which shall be determined by the Committee
subject only to the following restrictions:
(1) The
Option Price of any Incentive Stock Option shall be not less than
100% of the Fair Market Value per share on the date of grant of the
Option; provided, however, that any Incentive Stock Option granted
under this Plan to a person owning more than ten percent of the
total combined voting power of the Common Stock shall have an
Option Price of not less than 110% of the Fair Market Value per
share on the date of grant of the Incentive Stock
Option.
(2) Any
Non-qualified Stock Option granted under the Plan shall be at a
price no less than 80% of the Fair Market Value per share on the
date of grant thereof.
(3) The
Option Price shall be subject to adjustment as provided in Section
6(i) hereof.
(d)
Term of Option . Each Option agreement shall state the
period during and times at which the option shall be exercisable;
provided, however:
(1) The
date on which the Committee adopts a resolution expressly granting
an Option shall be considered the day on which such Option is
granted, unless a future date is specified in the resolution;
provided, however, the Recipient shall have no rights under the
grant until the Recipient has executed an Option agreement with
respect to such Option.
(2) Except
as further restricted in paragraph 6(d)(3), the exercise period
shall not exceed ten years from the date of grant of the
Option.
(3) Incentive
Stock Options granted to a person owning more than ten percent of
the total combined voting power of the Common Stock of the
Corporation shall be for no more than five years.
(4) The
Committee shall have the authority to accelerate or extend the
exercisability of any outstanding Option at such time and under
such circumstances as it, in its sole discretion, deems
appropriate. No exercise period may be extended to increase the
term of the Option beyond ten years from the date of the
grant.
(5) The
exercise period shall be subject to ear
