Exhibit 10.5
XETA TECHNOLOGIES
2000 STOCK OPTION PLAN
As amended and Restated
December 30, 2008
1.
Purpose . The purpose of the XETA
Technologies 2000 Stock Option Plan (the “Plan”), is to
promote the interests of XETA Corporation, doing business as XETA
Technologies (the “Company”) by aiding the Company in
attracting and retaining competent key employees and directors by
means of providing such persons with an opportunity to acquire or
increase their proprietary interest in the Company, and by
affording an incentive to selected key employees and directors to
use their best efforts to assist the Company in achieving long-term
corporate objectives. It is intended that certain options
granted hereunder will qualify as incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of
1986, as amended and that other options granted hereunder will not
be incentive stock options but instead will be nonqualified stock
options.
2.
Definitions
. Whenever used herein,
the following terms shall have the meanings set forth
below:
(a)
“Board” means the Board
of Directors of the Company.
(b)
“Code” means the
Internal Revenue Code of 1986, as amended.
(c)
“Committee” means a
committee designated by the Board, which shall consist of two or
more “non-employee directors” as defined in
Rule 16b-3 under the Securities Exchange Act of 1934 as
amended (the “1934 Act”) or any successor Rule. The
Compensation Committee of the Board may serve as the Committee,
provided that it meets these requirements. In the event the
Committee shall no longer meet the qualification requirements set
forth above, the Board of Directors of the Company shall appoint a
new committee to administer the Plan, whose members shall cause the
committee to qualify under the transaction approval requirements of
Rule 16b-3. The Committee shall have the authority to appoint
a subcommittee whose members qualify as “outside”
directors under Section 162(m) of the Code and the
regulations thereunder, to administer awards under the Plan to the
extent required to meet the requirements of
Section 162(m) of the Code and the regulations
thereunder.
(d)
“Company” means XETA
Corporation, d/b/a XETA Technologies.
(e)
“Disability” means a
“permanent and total disability” which enables the
Participant to be eligible for and receive a disability benefit
under the Federal Social Security Act.
(f)
“Fair Market Value”
means the closing price of the Stock as reported on the NASDAQ
stock market for the applicable date, or if there were no sales on
such date, on the last day preceding the applicable date on which
there were sales.
(g)
“Incentive Stock Option”
means an Option granted under the Plan which constitutes and shall
be treated as an “incentive stock option” as defined in
Section 422 of the Code.
(h)
“Option” means a right
or rights to purchase shares of Stock described in
Section 6.
(i)
“Option Agreement” means
the agreement between the Company and a Participant evidencing the
grant of an Option and containing the terms and conditions, not
inconsistent with the Plan, that are applicable to such
Option.
(j)
“Participant” means an
individual to whom an Option is granted.
(k)
“Plan” means the XETA
Technologies 2000 Stock Option Plan, as amended from time to
time.
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(l)
“Retirement” means the
voluntary termination of a Participant’s employment with the
Company or a Subsidiary after twenty (20) years of continuous
service or after age 59 ½.
(m)
“Stock” means the Common
Stock of the Company.
(n)
“Subsidiary” means a
subsidiary of the Company or an unincorporated organization
controlled, directly or indirectly, by the Company.
3.
Administration
. The Plan shall be
administered by the Committee, which shall act by vote or written
consent of a majority of its members. The Committee shall
have full power and authority to construe, interpret, and
administer the Plan and may from time to time prescribe, amend and
rescind rules and regulations for carrying out this Plan as it
may deem proper and in the best interests of the Company.
Subject to the terms, provisions, and conditions of the Plan, the
Committee shall have exclusive jurisdiction to (i) select the
individuals to whom Options will be granted, (ii) determine
the number of shares subject to each Option and the time or times
when Options will be granted, (iii) determine the price of the
shares subject to each Option, (iv) to determine the time when
each Option may be exercised, (v) fix such other provisions of
the Option Agreement as the Committee may deem necessary or
desirable consistent with the terms of the Plan, and
(vi) determine all other questions relating to the
administration of the Plan. The interpretation of any
provisions of the Plan by the Committee shall be final, conclusive,
and binding upon all persons. Subject to compliance with applicable
legal requirements, the full Board may exercise any of the
authority conferred upon the Committee hereunder. In the
event of any such exercise of authority by the Board, references in
the Plan to the Committee shall be deemed to refer to the
Board.
4.
Shares Subject to the
Plan .
(a)
The total number of shares of Stock
authorized to be issued under the Plan shall be 300,000, subject to
adjustment in accordance with the provisions of
Section 8.
(b)
The shares to be delivered upon
exercise of an Option shall be made available, at the discretion of
the Board, from the authorized, unissued shares of the
Company’s Stock or from shares of Stock reacquired by the
Company, including shares purchased in the open market.
(c)
In the event that any Option granted
under the Plan expires, terminates, ceases to be exercisable or is
surrendered without having been exercised in full, the shares
subject to, but not delivered under, such Option shall again become
available for issuance under the Plan unless the Plan has been
terminated. If any Option is exercised by tendering shares of
Stock, either actually or by attestation, to the Company as full or
partial payment in connection with the exercise of an Option under
this Plan, the shares of Stock so tendered may be used by the
Company to satisfy any other Option under the Plan, provided that
in no event may the number of shares of Stock issued under the
Plan, net of the shares so tendered, exceed the total number of
shares authorized to be issued under the Plan.
(d)
Shares of Stock issued under the
Plan through the settlement, assumption or substitution of
outstanding awards or through obligations to grant future awards as
a condition of the Company acquiring another entity shall not
reduce the maximum number of shares available for delivery under
the Plan.
(e)
More than one Option may be granted
to a Participant pursuant to the Plan.
5.
Eligibility
. Key employees of the
Company and any of its Subsidiaries, including officers and
directors who are salaried employees, and outside directors of the
Company and any of its Subsidiaries, shall be eligible to receive
Options. Key employees and directors to whom Options may be
granted will be those selected by the Committee from time to time
who, in the sole discretion of the Committee, have contributed in
the past or who may be expected to contribute materially in the
future to the successful performance of the Company or its
Subsidiaries.
6.
Option Terms and
Conditions . Each Option granted under the Plan
shall be evidenced by an Option Agreement which shall contain such
terms and conditions (which need not be uniform for all
Participants)
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consistent with the Plan as the
Committee shall determine; provided, however, that each Option
shall satisfy the following requirements:
(a)
Exercise Price
. The price at which
shares of Stock may be purchased under an Option (the
“Exercise Price”) and the number of shares subject to
the Option, which shall be fixed on the date of grant of the
Option, shall be specified in the Option Agreement. The
Exercise Price shall not be less than Fair Market Value of such
shares on the date the Option is granted, subject, however, to the
provisions of Section 8 hereof and further provided that in no
event shall the Exercise Price be less than the par value of the
Stock.
(b)
Exercise of Options
.
(i)
The period during which an Option
may be exercised shall not exceed ten (10) years from the date
the Option is granted; provided, however, that the Option may be
sooner terminated in accordance with the provisions of Subsection
(d) below.
(ii)
An Option may be exercised only
after one year of continued employment by or service as an outside
director with the Company or one of its Subsidiaries immediately
following the date the Option is granted and, except as provided in
Subsection (d) below, only during the continuance of the
Participant’s employment with the Company or one of its
Subsidiaries. Subject to the foregoing limitations and the
terms and conditions of the Option Agreement, each Option shall be
exercisable in whole or in part in installments, at such time or
times as the Committee may prescribe in the Option
Agreement.
(c)
Payment . Full payment of the Exercise Price
shall be made at the time of exercising the Option in whole or in
part. The Exercise Price shall be payable (i) in cash or
by an equivalent means acceptable to the Committee, (ii) by
delivery (actually or by attestation) to the Company of shares of
Stock owned by the Participant having a Fair Market Value on the
date of exercise of the Option equal to the Exercise Price for the
shares being purchased; except that any portion of the Exercise
Price representing a fraction of a share shall in any event be paid
in cash and no shares of the Stock which have been held by the
Participant for less than six (6) months may be delivered in
payment of the Exercise Price, or (iii) in the discretion of
the Committee, by any combination of the above. For Options
granted prior to January 1, 2005, the Committee may grant an
Option that provides for the grant of a replacement Option if all
or any portion of the Exercise Price of the original Option is paid
by delivery of shares of Stock. The replacement Option shall
(i) cover the number of shares of Stock surrendered to pay the
Exercise Price of the original Option; (ii) have an Exercise
Price equal to 100% of the Fair Market Value of such Stock on the
date the replacement Option is granted; (iii) become
exercisable no sooner than six (6) months after the date of
grant of the replacement Option; and (iv) have an expiration
date identical to the expiration date of the original Option.
No certificates for shares purchased upon exercise of an Option
shall be issued until full payment therefore has been made, and a
Participant shall have none of the rights of a shareholder until
such certificates are issued to him or her.
(d)
Terminatio
