Exhibit 10.18
PHOTRONICS, INC.
2000 STOCK PLAN
(as Amended on March 13, 2003)
(1) PURPOSES OF THE PLAN
The purposes of this 2000 Stock
Plan are:
(a) To
attract and retain the best available personnel for positions of
substantial responsibility (both as Employees and as Outside
Directors) in respect of the business of PHOTRONICS, INC., and any
current subsidiary or any subsidiary which PHOTRONICS, INC. may
hereafter organize or acquire;
(b) To
provide additional incentive to such personnel; and
(c) To
promote the success of the business.
(2) DEFINITIONS
As used herein, the
following definitions shall apply:
(a)
"Award" shall mean an Option or a
Restricted Stock Award.
(b)
"Board" shall mean the Board of Directors of
PHOTRONICS, INC.
(c)
"Change of Control" means the occurrence of an
event defined in Section 15 of the Plan.
(d)
"Code" shall mean the Internal Revenue
Code of 1986, as amended.
(e)
"Common Stock" shall mean the common
stock of the Company.
(f)
"Company" shall mean PHOTRONICS,
INC.
(g)
"Compensation Committee" shall mean a committee
of the Board composed of at least two (2) members of the Board.
(h)
"Disability" shall have the meaning set forth
in Section 22(e)(3) of the Code or in any successor provision
thereto.
(i)
"Employee" shall mean a regular,
salaried common law employee of the Company or any of its
subsidiaries or affiliates.
(j)
"Option" shall mean a stock option
granted pursuant to the Plan.
(k)
"Option Agreement" shall mean the
stock option agreement entered into between the Company and an
Employee or Outside Director upon the grant of an Option.
(l)
"Option Price" shall mean the exercise price
determined pursuant to Section 4 hereof for the Shares to be issued
pursuant to any Option granted under the Plan.
(m)
"Optioned Stock" shall mean the stock subject
to an Option or Restricted Stock Award granted pursuant to the
Plan.
(n)
"Optionee" shall mean an Employee or Outside
Director who receives an Option or Restricted Stock Award.
(o)
"Outside Director" shall mean a member of the
Company's Board of Directors who is not also an Employee.
(p)
"Performance Award" means an Option or
Restricted Stock Award which is subject to conditions which render
it a performance stock award under applicable law.
(q)
"Plan" shall mean this 2000 Stock
Plan.
(r)
"Restricted Stock Award" means a restricted
stock award granted pursuant to the Plan.
(s)
"Restricted Stock Award Agreement" means the
Restricted Stock Award Agreement entered into between the Company
and an Employee or Outside Director upon the grant of a Restricted
Stock Award.
(t)
"Share" shall mean a share of the Common Stock
of the Company as adjusted in accordance with Section 14 of the
Plan.
(u) "10%
Shareholder" shall mean an individual who at the time
an Option is granted hereunder owns, within the meaning of Section
422(b)(6) of the Code, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of
its parent or subsidiary corporations.
(3) STOCK SUBJECT TO THE PLAN
Subject to the provisions of
Section 14 of the Plan, the maximum aggregate number of Shares for
which Awards may be granted under the Plan, is Two Million Five
Hundred Thousand (2,500,000) Shares of Common Stock; provided, that
Awards for no more than ten percent (10%) of the Shares authorized
for issuance under this Plan may be granted cumulatively pursuant
to Restricted Stock Awards and Awards for no more than fifteen
percent (15%) of the Shares authorized for issuance under this Plan
may be granted to any one person during any one calendar year.
Shares issued under the Plan may be authorized but unissued, or
treasury Shares, or Shares reacquired by the Company, or any
combination of the foregoing.
If an Option should expire, be
cancelled or become unexerciseable for any reason without having
been exercised in full, or any Shares issued pursuant to a
Restricted Stock Award are forfeited or the Restricted Stock Award
is cancelled, the unexercised, cancelled or forfeited Shares which
were subject thereto shall, unless the Plan shall have been
terminated, become available for the grant of other Awards under
the Plan.
(4) ADMINISTRATION OF THE PLAN
(a)
Procedure - The Plan shall be administered by the
Board or the Compensation Committee. Members of the Board who are
either eligible for grants under this Plan or have been given
grants under this Plan may vote on any matters affecting the
administration of the Plan or the grant of any Options or
Restricted Stock Awards pursuant to the Plan, except that no such
member shall act upon the granting of an Option or Restricted Stock
Award to himself, but any such member may be counted in determining
the existence of a quorum at any meeting of the Board during which
action is taken with respect to the granting of Options or
Restricted Stock Awards to him.
(b) Powers of
the Board and the Committee - Subject to the provisions of
the Plan, the Board or the Compensation Committee shall have the
authority:
i) to
grant to any eligible Employee or Outside Director an Option or
Restricted Stock Award, which shall be conditioned on the execution
by such Employee or Outside Director of an Option Agreement or
Restricted Stock Award Agreement in the form approved by the Board
or the Committee;
ii) to
determine the Option Price for any Shares to be issued pursuant to
an Option granted under the Plan, whether an Option is to be a
Performance Award and the conditions applicable to such Options,
the conditions applicable to any Restricted Stock Award, the
Employees or Outside Directors to whom and the time or times at
which Options or Restricted Stock Awards shall be granted, to
determine the exercise or vesting date of Options and Restricted
Stock Awards, whether the Option shall be a non-qualified or an
incentive stock option (as defined in Section 422 of the Code or
any successor provision thereto) and the number of Shares to be
represented by each Option or Restricted Stock Award, and the term
of each Option which in no event shall be more than ten (10) years
from the date of the grant of the Option (five [5] years in the
case of an incentive stock option granted to a 10% owner);
iii) to
interpret the Plan;
iv) to
prescribe, amend and rescind rules and regulations relating to the
Plan;
v) to
determine the terms and provisions of each Option granted under the
Plan (which need not be identical) and, (with the consent of the
holder thereof) to modify or amend each Option or Restricted Stock
Award; provided, however, that in no event may the exercise price
of an Option be reduced (except pursuant to Section 14) after it is
issued;
vi) to
accelerate any exercise date of any Option or Restricted Stock
Award except that the exercise date of any Option or Restricted
Stock Award granted to any director or executive officer cannot be
accelerated without such holder's consent if such acceleration
would result in liability under Section 16 of the Act, or any
successor provision thereto;
vii) to
authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option or
Restricted Stock Award previously granted by the Board or the
Compensation Committee; and
viii) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.
(c) Effect of
Board's or Compensation Committee's Decision - All
decisions, determinations and interpretations of the Board or the
Compensation Committee shall be final and binding on all the
holders of any Awards granted under the Plan.
(5) ELIGIBILITY
Options and Restricted Stock
Awards under the Plan may be granted only to such Employees or to
such Outside Directors as the Board or the Compensation Committee
shall select. An Employee or Outside Director who has been
granted an Award may, if he or she is otherwise eligible, be
granted additional Awards. Incentive stock options may be
granted only in accordance with Section 422 of the Code, as may be
amended from time to time, or any successor provision thereto, and
in accordance with any applicable regulations promulgated
thereunder.
(6) TERM OF PLAN
Subject to the provisions of
Section 22 hereof, the Plan shall become effective on January 11,
2000, subject to approval by the shareholders of the Company.
The Plan shall continue in effect for a term of ten (10) years
thereafter, unless sooner terminated under Section 18 hereof.
(7) TERM OF OPTION OR
RESTRICTED STOCK AWARD
Except as provided under Code
Section 422(c)(5) with respect to a 10% Shareholder's incentive
stock option and unless of shorter duration as provided in the
terms of an Option or Restricted Stock Award Agreement, the term of
each Option or forfeiture period for a Restricted Stock Award
granted under the Plan shall be determined by the Board or the
Compensation Committee but, in no event, shall it be for a period
in excess of ten (10) years from the date of grant thereof.
(8) MAXIMUM ALLOTMENT OF OPTIONS
The aggregate fair market value
(determined as of the date the Option is granted) of the Common
Stock with respect to which incentive stock options are exercisable
for the first time by any individual during any calendar year under
the Plan and all other plans of the Company or any parent or
subsidiary of the Company shall not exceed $100,000 or such other
amount as is permitted by the Code and regulations promulgated
thereunder with respect to incentive stock options. %
(9) OPTION PRICE
The Option Price for the Shares to
be issued pursuant to any Option shall be as stated in the Option
Agreement and shall be not less than the greater of (a) the fair
market value of such Shares on date of grant of the Option as
determined by the Board or the Compensation Committee (except that
with respect to an incentive stock option issued to a 10%
Shareholder, 110% of the fair market value or such other percentage
as may be permitted by the Code and regulations promulgated
thereunder), or (b) the par value of such Shares.
(10) EXERCISE OF OPTIONS
(a)
Procedure for Exercise - Any Option shall be
exercisable on such terms and conditions as are set forth in the
Option Agreement. The purchase price of the Shares as to
which an Option shall be exercised shall be paid in full at the
time of exercise at the election of the holder of an Option:
i) in
cash or currency of the United States of America;
ii) by
tendering to the Company shares of the Company's Common Stock, then
owned by him, having a fair market value equal to the cash exercise
price applicable to the purchase price of the Shares as to which an
Option is being exercised;
iii) partly
in cash and partly in shares of the Company's Common Stock valued
at fair market value; or
iv) Subject
to compliance with applicable law, including, without limitation,
Section 402 of the Sarbanes-Oxley Act of 2002, by delivery of a
properly completed exercise notice together with irrevocable
instructions to a broker (in form and substance acceptable to the
Company) to promptly deliver to the Company the amount of sale or
loan proceeds required to pay the purchase price and any applicable
withholding taxes.
Such fair market value shall be
the closing price per share of the Common Stock as reported on the
NASD National Market (or on any successor market or a market or
exchange on which the Common Stock is then traded), as of the close
of business on the day immediately preceding the day on which the
Option is exercised. If the Common Stock is not traded on the
NASD National Market or any other market or exchange, the
fair market value shall be determined by the Board or the
Compensation Committee, whose determination shall be final and
conclusive.
An Option shall be deemed to be
exercised when:
i) written notice of
such exercise has been giv
