EXHIBIT 10.3
SPARTAN MOTORS,
INC.
1996 STOCK OPTION
AND RESTRICTED STOCK PLAN
FOR OUTSIDE MARKET
ADVISORS
(As Amended May 2,
2000 and July 26, 2005)
SECTION 1
Establishment
of Plan; Purpose of Plan
1.1
Establishment of Plan . Spartan
Motors, Inc. hereby establishes the 1996 Stock Option and
Restricted Stock Plan for Outside Market Advisors (the "Plan"). The
Plan permits the grant or award of Options and Restricted
Stock.
1.2
Purpose of Plan . The purpose of
the Plan is to provide those individuals who provide marketing,
promotion and product development advice and counsel to the Company
or its subsidiaries with the right to receive or purchase the
Common Stock of the Company so as to join the interests of these
persons with the interests of Spartan Motors, Inc. and its
shareholders through the increased opportunity for stock
ownership.
SECTION 2
Definitions
The following words have the
following meanings unless a different meaning is plainly required
by the context:
2.1
"Act" means the Securities Exchange Act of 1934, as
amended.
2.2
"Board" means the Board of Directors of the
Company.
2.3
"Code" means the Internal Revenue Code of 1986, as
amended.
2.4
"Committee" means the Stock Option Plan Committee of
the Board or such other committee as the Board shall designate to
administer the Plan. The Committee shall consist of at least two
members of the Board appointed by the Board all of whom shall be
"disinterested persons" as defined in Rule 16b-3 under the Act.
2.5
"Common Stock" means the common stock, $.01 par
value, of the Company.
2.6
"Company" means Spartan Motors, Inc., a Michigan
corporation.
2.7
"Competition" means participation, directly or
indirectly, in the ownership, management, financing or control of
any business that is the same as or similar to the present or
future businesses of the Company or its parent or any Subsidiary.
Such participation could be by way of employment, consulting
services, directorship or officership. Ownership of less than five
percent (5%) of the shares of any corporation whose shares are
traded publicly on any national or regional stock exchange or over
the counter shall not be deemed Competition.
2.8
"Incentive Award" means the award or grant of an
Option or Restricted Stock to a Participant under the Plan.
2.9
"Market Value" of any security on any given date
means: (a) if the security is listed for trading on one or more
national securities exchanges (including The NASDAQ National Market
System), the mean of the highest and lowest sales prices on the
principal such exchange on the date in question, or if such
security shall not have been traded on such principal exchange on
such date, the last reported sales price on such principal exchange
on the first day prior thereto on which such security was so
traded; or (b) if the security is not listed for trading on a
national securities exchange (including The NASDAQ National Market
System) but is traded in the over-the-counter market, the mean of
highest and lowest bid prices for such security on the date in
question, or if there are no such bid prices for such security on
such date, the mean of the highest and lowest bid prices on the
first day prior thereto on which such prices existed; or (c) if
neither (a) nor (b) is applicable, the value as determined by any
means deemed fair and reasonable by the Committee, which
determination shall be final and binding on all parties.
2.10
"Option" means the right to purchase Common Stock at
a stated price for a specified period of time. For purposes of the
Plan, an Option may not be an incentive stock option within the
meaning of Section 422(b) of the Code.
2.11
"Outside Market Advisor" means an individual who by
reason of his or her position or past or future dealings or
knowledge of the Company or any of its subsidiaries is in a
position to provide marketing, promotion and product development
advice and counsel. The Board of Directors shall determine the
persons deemed to be Outside Market Advisors or the standard or
method used to determine the persons to be considered Outside
Market Advisors.
2.12
"Participant" means an Outside Market Advisor who the
Committee determines is eligible to participate in the Plan and who
is designated to be granted an Incentive Award under the Plan.
2.13
"Restricted Period" means the period of time during
which Restricted Stock awarded under the Plan is subject to
restrictions. The Restricted Period may differ among Participants
and may have different expiration dates with respect to shares of
Common Stock covered by the same Incentive Award.
2.14
"Restricted Stock" means Common Stock awarded to a
Participant under Section 6 of the Plan.
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2.15
"Subsidiary" means any corporation of which a
majority of the outstanding voting stock is directly or indirectly
owned or controlled by the Company, or by one or more
Subsidiaries.
SECTION 3
Administration
3.1
Power and Authority . The
Committee shall administer the Plan, shall have full power and
authority to interpret the provisions of the Plan, and shall have
full power and authority to supervise the administration of the
Plan. All determinations, interpretations and selections made by
the Committee regarding the Plan shall be final and conclusive. The
Committee shall hold its meetings at such times and places as it
deems advisable. Action may be taken by a written instrument signed
by all of the members of the Committee, and any action so taken
shall be fully as effective as if it had been taken at a meeting
duly called and held. The Committee shall make such rules and
regulations for the conduct of its business as it deems advisable.
The members of the Committee shall receive reasonable fees for
their services.
3.2
Grants or Awards to
Participants . In accordance with and subject to the
provisions of the Plan, the Committee shall have the authority to:
determine whether and when Incentive Awards will be granted, the
persons or entities to be granted Incentive Awards, the amount of
Incentive Awards to be granted to each person and the terms of the
Incentive Awards to be granted; vary and amend vesting schedules,
if any; and waive any restrictions or conditions applicable to any
Incentive Award. Incentive Awards shall be granted or awarded by
the Committee, and Incentive Awards may be amended by the Committee
consistent with the Plan, provided that no such amendment may
become effective without the consent of the Participant, except to
the extent that the amendment operates solely to the benefit of the
Participant.
3.3
Indemnification of Committee
Members . Each person who is or shall have been a member of
the Committee shall be indemnified and held harmless by the Company
from and against any cost, liability or expense imposed or incurred
in connection with such person's or the Committee's taking or
failing to take any action under the Plan. Each such person shall
be justified in relying upon information furnished in connection
with the Plan's administration by any appropriate person or
persons.
SECTION 4
Shares
Subject to the Plan
4.1
Number of Shares . Subject to
adjustment as provided in subsection 4.2 of the Plan, a maximum of
200,000 shares of Common Stock shall be available for Incentive
Awards under the Plan, with a maximum of 30,000 shares available
for issuance in any one year. If the Company does not issue a full
30,000 shares in any year, the difference between 30,000 shares and
the number of shares issued in that year shall carry forward and be
available for issuance in any subsequent year during the term of
the Plan. Such shares shall be authorized and unissued shares.
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4.2
Adjustments . If the number of shares of
Common Stock outstanding changes by reason of a stock dividend,
stock split, recapitalization, merger, consolidation, combination,
exchange of shares or any other change in the corporate structure
or shares of the Company, the aggregate number and class of shares
available for grants or awards under the Plan, together with the
Option prices, shall be appropriately adjusted. No fractional
shares shall be issued pursuant to the Plan, and any fractional
shares resulting from adjustments shall be eliminated from the
respective Incentive Award, with an appropriate cash adjustment for
the value of any Incentive Awards eliminated. If an Incentive Award
is canceled, surrendered, modified, expired or terminated during
the term of the Plan but prior to the exercise or vesting of the
Incentive Award in full, the shares subject to but not delivered
under such Incentive Award shall be available for other Incentive
Awards.
SECTION 5
Options
5.1
Grant . A Participant may be granted one or
more Options under the Plan. Options shall be subject to such terms
and conditions, consistent with the other provisions of the Plan,
as shall be determined by the Committee in its sole discretion. The
Committee may vary, among Participants and among Options granted to
the same Participant, any and all of the terms and conditions of
the Options granted under the Plan. The Committee shall have
complete discretion in determining the number of Options granted to
each Participant.
5.2
Option Agreements . Each Option shall
be evidenced by an Option agreement containing such terms
