EXHIBIT 4
MERIDIAN MEDICAL TECHNOLOGIES, INC.
1997 LONG-TERM INCENTIVE PLAN
1. Definitions. In this Plan, except where the context otherwise
indicates, the following definitions shall apply:
1.1. "Agreement" means a written agreement implementing an
Award.
1.2. "Award" means a grant of an Option or Right or an award
of Restricted Stock or Incentive Shares.
1.3. "Board" means the Board of Directors of the Company.
1.4. "Code" means the Internal Revenue Code of 1986, as
amended.
1.5. "Committee" means a committee or subcommittee of the
Board meeting the requirements of Rule 16b-3(d)(1) of the rules and regulations
of the Exchange Act and Treasury Regulations ss. 1:162-27(e)(3), or any similar
successor rules or regulations, appointed by the Board to administer this Plan
and programs hereunder or to make specific Awards hereunder.
1.6. "Common Stock" means the common stock, par value $.10 per
share, of the Company.
1.7. "Company" means Meridian Medical Technologies, Inc.
1.8. "Date of Exercise" means the date on which the Company
receives notice of the exercise of an Option in accordance with the terms of
Section 8.1.
1.9. "Date of Grant" means the date on which an Option or
Right is granted or Restricted Stock or Incentive Shares are awarded under this
Plan.
1.10. "Director" means a member of the Board of Directors of
the Company or any Subsidiary.
1.11. "Employee" means any person determined by the Committee
to be an employer of the Company or a Subsidiary, including an Employee
Director, consultant or any person who has been hired to be an employee of the
Company or a Subsidiary.
1.12. "Employee Director" means a Director who is also an
Employee.
1.13. "Exchange Act" means the Securities Exchange Act of
1934, as amended.
1.14. "Fair Market Value" means an amount equal to the last
sale price for a Share in the over-the-counter market as reported by such source
as the Committee may select, or, if such price quotations of the Common Stock
are not then
reported, then the fair market value of a Share as determined by the Committee
pursuant to a reasonable method adopted in good faith for such purpose.
1.15. "Grantee" means an Employee or Director to whom
Restricted Stock has been awarded pursuant to Section 9 or Incentive Shares have
been awarded pursuant to Section 10.
1.16. "Incentive Shares" means an award providing for the
contingent grant of Shares pursuant to the provisions of Section 10.
1.17. "Incentive Stock Option" means an Option granted under
this Plan that qualifies as an incentive stock option under Section 422 of the
Code and that the Company designates as such in the Agreement granting the
Option.
1.18. "Nonstatutory Stock Option" means an Option granted
under this Plan that is not an Incentive Stock Option.
1.19. "Option" means an option to purchase Shares granted
under this Plan in accordance with the terms of Section 6.
1.20. "Option Period" means the period during which an Option
may be exercised.
1.21. "Option Price" means the price per Share at which an
Option may be exercised. Subject to the terms of the Plan, the Option Price
shall be determined by the Committee; provided, however, that in no event shall
the Option Price be less than the greater of 25% of the Fair Market Value as of
the Date of Grant or the par value of the Common Stock.
1.22. "Optionee" means a Director, Employee, or Employee
Director to whom an Option or Right has been granted.
1.23. "Performance Goals" means performance goals established
by the Committee which may be based on earnings or earnings growth, sales,
return on assets, equity or investment, regulatory compliance, satisfactory
internal or external audits, improvement of financial ratings, achievement of
balance sheet or income statement objectives, or any other objective goals
established by the Committee, and may be absolute in their terms or measured
against or in relationship to other companies comparably, similarly or otherwise
situated. Such performance standards may be particular to an employee or the
department, branch, Subsidiary or other division in which he or she works, or
may be based on the performance of the Company generally, and may cover such
period as may be specified by the Committee.
1.24. "Plan" means the Meridian Medical Technologies, Inc.
1997 Long-Term Incentive Plan, as amended from time to time.
1.25. "Related Option" means the Option in connection with
which, or by amendment to which, a specified Right is granted.
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1.26. "Related Right" means the Right granted in connection
with which, or by amendment to, a specified Option.
1.27. "Restricted Stock" means Shares awarded under the Plan
pursuant to the provisions of Section 9.
1.28. "Right" means a stock appreciation right granted under
the Plan in accordance with the terms of Section 7.
1.29. "Right Period" means the period during which a Right may
be exercised.
1.30. "Share" means a share of Common Stock.
1.31. "Subsidiary" means a corporation at least 50% of the
total combined voting power of all classes of stock of which is owned by the
Company, either directly or through one or more other Subsidiaries.
1.32. "Ten-Percent Stockholder" means an Optionee who
(applying the rules of Section 424(d) of the Code) owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or a Subsidiary.
2. Purpose. This Plan is intended to assist the Company and its
Subsidiaries in attracting and retaining Directors, Employees and Employee
Directors of outstanding ability and to promote the identification of their
interests with those of the stockholders of the Company.
3. Administration. The Committee shall administer this Plan and shall
have plenary authority, in its discretion, to award Options, Rights, Restricted
Stock and Incentive Shares to Directors, Employees and Employee Directors,
subject to the provisions of this Plan. The Committee shall have plenary
authority and desecration, subject to the provisions of this Plan, to determine
the Directors, Employees or Employee Directors to whom Options or Rights shall
be granted and to whom Restricted Stock of Incentive Shares shall be awarded,
the terms (which terms need not be identical) of all Awards to Directors,
Employees and Employee Directors, including without limitation the Option Price
of Options, the time or times at which Awards are made, the number of Shares
covered by Awards, whether an Option shall be an Incentive Stock Option or a
Nonstatutory Stock Option, any exceptions to non-transferability, any
Performance Goals applicable to Awards, any provisions relating to vesting, any
circumstances in which the Options would terminate, the period during which
Options and Rights may be exercised, and the period during which Options and
Restricted Stock shall be subject to restrictions. In making these
determinations, the Committee may be may take into account the nature of the
services rendered or to be rendered by the Award recipients, their present and
potential contributions to the success of the Company and its Subsidiaries, and
such other factors as the Committee in its discretion shall deem relevant.
Subject to the provisions of the Plan, the Committee shall have plenary
authority to interpret this plan, prescribe, amend and rescind rules and
regulations relating to it, and make all other determinations deemed necessary
or advisable for the administration of this Plan. The determinations of
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the Committee on the matters referred to in this Section 3 shall be binding and
final. Notwithstanding the provisions of this Section 3, the Chief Executive
Officer of the Company shall have the power to administer this Plan and have the
full authority of the Committee hereunder with respect to Awards to Employees
who are not subject to the requirements of Section 16(a) of the Exchange Act.
4. Eligibility. Options, Rights, Restricted Stock and Incentive Shares
may be granted or awarded only to Employees and Directors, provided, however,
that Directors, other than Employee Directors, may not be granted Incentive
Stock Options. A Director, Employee or Employee Director who has been granted an
Option or Right or awarded Restricted Stock or Incentive Shares may be granted
additional Options and Rights or awarded Restricted Stock or Incentive Shares
may be granted additional Options and Rights or awarded additional Restricted
Stock or Incentive Shares.
5. Stock Subject to Plan.
5.1. Subject to adjustment as provided in Section 11, (a) the
maximum number of Shares that may be issued under this Plan is 500,000 Shares,
and (b) the maximum number of Shares with respect to which an Employee may
receive Awards under this Plan during its term is 100,000.
5.2. If an Option or Right expires or terminates for any
reason (other than termination by virtue of the exercise of a Related Option or
Related Right, as the case may be) without having been fully exercised, if
Shares of Restricted Stock are forfeited or if Shares covered by an Incentive
Share Award are not issued or are forfeited, the unissued or forfeited Shares
which had been subject to the Award shall become available for the grant of
additional Awards.
5.3. Upon exercise of a Right (regardless of whether the Right
is settled in cash or Shares), the number of Shares with respect to which the
Right is exercised shall be charged against the number of Shares issuable under
the Plan and shall not become available for the grant of other Awards.
6. Options.
6.1. Options granted under this Plan to Employees shall be
either Incentive Stock Options or Nonstatutory Stock Options, as designated by
the Committee. Each Option granted under this Plan shall be clearly identified
either as a Nonstatutory Stock Option or an Incentive Stock Option and shall be
evidenced by an Agreement that specifies the terms and conditions of the grant.
Options shall be subject to the terms and conditions set forth in this Section 6
and such other terms and conditions not inconsistent with this Plan as the
Committee may specify. All Incentive Stock Options granted under this Plan shall
comply with the provisions of the Code governing incentive stock options and
with al other applicable rules and regulations.
6.2. The Options Period shall be determined by the Committee
and specifically set forth in the Agreement; provided, however, that an Option
shall not be
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exercisable after ten years (five years in the case of an Incentive Stock Option
granted to a Ten-Percent Stockholder) from its Date of Grant.
6.3. The Committee, in its discretion, may provide in an
Agreement for the right of the Optionee to surrender to the Company an Option
(or a portion thereof) that has become exercisable and to receive upon such
surrender, without any payment to the Company (other than required tax
withholding amounts) that number of Shares (equal to the highest whole number of
Shares) having an aggregate fair market value as of the date of surrender equal
to that number of Shares subject to the Option (or portion thereof) being
surrendered multiplied by an amount equal to the excess of (i) the Fair Market
Value on the date of surrender over (ii) the Option Price, plus an amount of
cash equal to the fair market value of any fractional Share to which the
Optionee would be entitled but for the parenthetical above relating to whole
number of Shares. Any such surrender shall be treated as the exercise of the
Option (or portion thereof).
7. Rights.
7.1. Rights granted under the Plan shall be evidenced by an
Agreement specifying the terms and conditions of the grant.
7.2. A Right may be granted under the Plan:
(a) In connection with, and at the same time as, the
grant of an Option under the Plan;
(b) By amendment of an outstanding Option granted the
Plan; or
(c) Independently of any Option granted under the
Plan.
7.3. A Right granted under Section 7.2(a) or Section 7.2(b) of
this Plan is a Related Right. A Related Right may, in the Board's or Committee's
discretion, apply to all or any portion of the Shares subject to the Related
Option.
7.4. A Right may be exercised in whole or in part as provided
in the applicable Agreement, and, subject to the terms of the Agreement,
entitles an Optionee to receive, without payment to the Company (but subject to
required tax withholding), either cash or that number of Shares (equal to the
highest whole number of Shares), or a combination thereof, in an amount or
having a fair market value determined as of the Date of Exercise not to exceed
the number of Shares subject to the portion of the Right exercised multiplied by
an amount equal to the excess of (i) the Fair Market Value on the Date of
Exercise of the Right over (ii) either (A) the Fair Market Value on the Date of
Grant of the Right if it is not a Related Right, or (B) the Option Price as
provided in the Related Option if the Right is a Related Right.
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7.5. The Right Period shall be determined by the Committee ahs
specifically set forth in the Agreement, subject to the following conditions:
(a) a Right will expire no later than the earlier of
(1) ten years from the Date of Grant, or (2) in the case of Related Right, the
expiration of the Related Option;
(b) a Right may be exercised only when the Fair
Market Value on the Date of Exercise exceeds either (1) the Fair Market Value on
the Date of Grant of the Right if it is not a Related Right, or (2) the Option
Price of the Related Option if the Right is a Related Right; and
(c) a Right that is a Related Right to an Incentive
Stock Option may be exercised only when and to the extent the Related Option is
exercisable.
7.6. The exercise, in whole or in part, of a Related Right
shall cause a reduction in the number of Shares subject to the Related Option
equal to the number of Shares with respect to which the Related Right is
exercised. Similarly, the exercise, in whole or in part, of a Related Option
shall cause a reduction in the number of Shares subject to the Related Right
equal to the number of Shares with respect to which the Related Option is
exercised.
8. Exercise of Options and Rights.
8.1. An Option or Right may, subject to the terms of the
applicable Agreement under which it was granted, be exercised in whole or in
part by the delivery to the Company of written notice of the exercise, in such
form as the Committee may prescribe, accompanied, in the case of an Option, by
(a) a full payment for the Shares with respect to which the Option is exercised
or (b) irrevocable instructions to a broker to deliver promptly to the Company
cash equal to the exercise price of the option. To the extent provided in the
applicable Option Agreement, payment may be made in whole or in part by delivery
(including constructive delivery) of Shares valued at Fair Market Value on the
Date of Exercise or by delivery of a promissory note as provided in Section 8.2
hereof.
8.2. To the extent provided in an Agreement and permitted by
applicable law, the Committee may accept as partial payment of the Option Price
a promissory note executed by the Optionee evidencing his or her obligation to
make future cash payment thereof. Promissory notes made pursuant to this Section
8.2 shall be payable upon such terms as may be determined by the Committee,
shall be secured by a pledge of the Shares received upon exercise of the Option,
or other securities the Committee may deem to be acceptable for such purposes,
and shall bear interest at a rate fixed by the Committee.
8.3. Options and Rights made under this Plan shall not be
transferable except by will, the laws of descent and distribution, or as
provided by the Committee in an Agreement.
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9. Restricted Stock Awards.
9.1. Restricted Stock awards under this Plan shall consist of
Shares that are restricted against transfer, subject to forfeiture, and subject
to such other terms and conditions intended to further the purposes of this Plan
as may be determined by the Committee. Such terms and conditions may provide, in
the discretion of the Committee, for the vesting of such awards to be contingent
upon the achievement of one or more specified Performance Goals.
9.2. Restricted Stock awards under this Plan shall be
evidenced by Agreement specifying the terms and conditions of the Award. Each
Agreement evidencing an Award of Restricted Stock shall contain the following:
(a) Prohibitions against the sale, assignment,
transfer, exchange, pledge, hypothecation, or other encumbrance of (1) the
Shares awarded as Restricted Stock under this Plan, (2) the right to vote the
Shares, and (3) the right to receive dividends thereon, in each case during, the
restriction period applicable to the Shares; provided, however, that the Grantee
shall have all the other rights of a stockholder including without limitation
the right to receive dividends and the right to vote the Shares;
(b) A requirement that each certificate representing
Shares of Restricted Stock shall be deposited with the Company, or its designee,
and shall bear the following legend:
"This certificate and the shares of stock represented
hereby are subject to the terms and conditions
(including the risks of forfeiture and restrictions
against transfer) contained in the Meridian Medical
Technologies, Inc. 1997 Long-Term Incentive Plan, and
an Agreement entered into between the registered
owner and Meridian Medical Technologies, Inc. Release
from such terms and conditions shall be made only in
accordance with the provisions of this Plan and the
Agreement, a copy of each of which is on file in the
office of the Secretary of Meridian Medical
Technologies, Inc."
(c) the terms and conditions upon which any
restrictions applicable to Shares of Restricted Stock shall lapse and new
certificates free of the foregoing legend shall be issued to the Grantee or his
or her legal representative; and
(d) such other terms, conditions and restrictions as
the Committee in its discretion may specify, including without limitation terms
that condition the lapse of forfeiture and transfer restrictions upon the
achievement of Performance Goals.
9.3. The Committee may include in any Agreement awarding
Restricted Stock a requirement that, in the event of a Grantee's termination of
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employment for any reason prior to the lapse of restrictions, all Shares of
Restricted Stock shall be forfeited by the Grantee to the Company without
payment of any consideration by the Company and neither the Grantee nor any
successors, heirs, assigns or personal representatives of the Grantee shall
thereafter have any further rights or interest in the Shares or certificates.
10. Incentive Share Awards. Incentive Shares awarded under this Plan
shall be evidenced by an Agreement specifying the terms and conditions of such
Award. Incentive Share Awards shall provide for the issuance of Shares to a
Grantee at such times and subject to such terms and conditions as the Committee
shall deem appropriate, including without limitation terms that condition the
issuance of Shares upon the achievement of Performance Goals.
11. Capital Adjustments. In the event of any change in the outstanding
Common Stock by reason of any stock dividend, split-up, recapitalization,
reclassification, combination or exchange of shares, merger, consolidation or
liquidation and the like, the Committee may, in its discretion, provide for a
substitution for or adjustment in (i) the number and class of Shares subject to
outstanding Options, Rights and Awards of Restricted Stock or Incentive Shares,
(ii) the Option Price of Options and the base price upon which payments under
Rights that are not Related Rights are determined, and (iii) the aggregate
number and class of Shares for which Awards thereafter may be made under this
Plan and to individual Award recipients.
12. Termination or Amendment. The Board may amend, alter or terminate
this Plan in any respect at any time; provided, however, that, after this Plan
has been approved by the stockholders of the Company, no amendment, alteration
or termination of this Plan shall be made by the Board without approval of (i)
the Company's stockholders to the extent stockholder approval of the amendment
is required by applicable law or regulations or the requirements of the
principal exchange or interdealer quotation system on which the Common Stock is
listed or quoted, and (ii) each affected Optionee if such amendment, alteration
or termination would adversely affect his or her rights or obligations under any
Award made prior to the date of such amendment, alteration or termination.
13. Modification, Extension, Renewal, Substitution.
13.1. Subject to the terms and conditions of this Plan, the Committee
may modify, extent or renew outstanding Options and Rights, or accept the
surrender of outstanding Options and Rights granted under this Plan or options
and stock appreciation rights granted under any other plan of the Company or a
Subsidiary (to the extent not theretofore exercised), and authorize the granting
of new Options and Rights pursuant to this Plan is substitution therefor. Any
substituted Options or Rights may specify a lower exercise price than the
surrendered options and stock appreciation rights, a longer term then the
surrendered options and stock appreciation rights, or have any other provisions
that are authorized by this Plan. Subject to the terms and conditions of this
Plan, the Committee may modify the terms of any outstanding Awards of Restricted
Stock or Incentive Shares. Notwithstanding the foregoing, however, not
modification of an Award
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shall, without the consent of the Optionee, alter or impair any of the
Optionee's rights or obligations under such Award.
13.2. Anything contained herein to the contrary
notwithstanding, Options and Rights may, at the discretion of the Committee, be
granted under this Plan is substitution for options to purchase shares of
capital stock of another corporation which is merged into, consolidated with, or
all or a substantial portion of the property or stock of which is acquired by,
the Company or one of its Subsidiaries. The terms and conditions of the
substitute Options and Rights so granted may vary from the terms and conditions
set forth in this Plan to such extent as the Committee may deem appropriate in
order to conform, in whole or part, to the provisions of the options in
substitution for which they are granted. Such Options and Rights shall not be
counted toward the 100,000 Share limit imposed by the second sentence of Section
5.1, except to the extent it is determined by the Committee that counting such
Options and Rights is required in order for grants of Options and Rights
hereunder to be eligible to qualify as "performance-based compensation" within
the meaning of Section 162(m) of the Code.
14. Effectiveness of this Plan. This Plan and any amendments hereto
requiring stockholder approval pursuant to Section 12 are subject to approval by
vote of the stockholders of the Company at the next annual or special meeting or
stockholders following adoption by the Board. Subject to such stockholder
approval, this Plan and any amendments hereto are effective on the date on which
they are adopted by the Board. Options, Rights, Restricted Stock and Incentive
Shares may be granted or awarded prior to stockholder approval of this Plan or
any amendments, but each such Award after the effective date of this Plan or any
amendment, as the case may be, shall be subject to the approval by the
stockholders of this Plan or any such amendment. The date on which any Option,
Right, Restricted Stock or Incentive Shares granted or awarded prior to
stockholder approval of this Plan or amendment is granted or awarded shall be
the Date of Grant for tall purposes as if the Option, Right, Restricted Stock or
Incentive Shares had not been subject to approval; no such Option, Right,
Restricted Stock or Incentive Shares may be exercised prior to such stockholder
approval, and any such Option shall be void ab initio if such stockholder
approval is not obtained.
15. Withholding. The Company's obligation to deliver Shares or pay any
amount pursuant to the terms of any Award hereunder shall be subject to
satisfaction of applicable federal, state and local tax withholding
requirements. To the extent provided in the applicable Agreement and in
accordance with rules prescribed by the Committee, and Optionee may satisfy any
such withholding tax obligation by any of the following means or by a
combination of such means: (i) tendering a cash payment, (ii) authorizing the
Company to withhold Shares otherwise issuable to the Optionee, or (iii)
delivering to the Company already owned and unencumbered Shares.
16. Terms of this Plan. Unless sooner terminated by the Board pursuant
to Section 11, this Plan shall terminate on March 20, 2007, and no Option,
Right, Restricted Stock or Incentive Shares may be granted or awarded after such
date. The termination of this Plan shall not affect the validity of any Award
outstanding on the date of termination.
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17. Indemnification of Committee. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against all
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with this
Plan or any Option, Right, Restricted Stock or Incentive Shares granted or
awarded hereunder, and against all amounts reasonably paid by them in settlement
thereof of paid by them in satisfaction of a judgment in any such action, suit
or proceeding, if such members acted in good faith and in a manner which they
believed to be in, and not opposed to, the best interests of the Company.
18. General Provisions.
18.1. The establishment of this Plan shall not confer upon any
Director, Employee or Employee Director any legal or equitable right against the
Company, any Subsidiary or the Committee, except as expressly provided in this
Plan.
18.2. This Plan does not constitute inducement or
consideration for the employment of any Employee or the service of any Director
or Employee Director, not is it a contract between the Company or any Subsidiary
and any Director, Employee or Employee Director. Participation in this Plan
shall not give a Director, Employee or Employee Director any right to be
retained in the service of the Company or any Subsidiary.
18.3. Neither the adoption of this Plan nor its submission to
the stockholders, shall be taken to impose any limitations on the powers of the
Company or its Subsidiaries to issue, grant, or assume options, warrants,
rights, or restricted stock, otherwise than under this Plan, or to adopt other
stock option or restricted stock plans or to impose any requirement of
stockholder approval upon the same.
18.4. The interests of any Director, Employee or Employee
Director under this Plan are not subject to the claims of creditors and may not,
in any way, be assigned, alienated or encumbered except as provided in an
Agreement.
18.5. This Plan shall be governed, construed and administered
in accordance with the laws of the State of Delaware and it is the intention of
the Company that Incentive Stock Options granted under this Plan qualify as such
under Section 422 of the Code.
18.6. The Committee may require each person acquiring Shares
pursuant to Awards hereunder to represent to and agree with the Company in
writing that such person is acquiring the Shares without a view to distribution
thereof. The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer. All
certificates for Shares issued pursuant to this Plan shall be subject to such
stock transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and
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Exchange Commissions, any stock exchange upon which the Common Stock is then
listed or interdealer quotation system upon which the Common Stock is then
quoted, and any applicable federal or state securities laws. The Committee may
place a legend or legends on any such certificates to make appropriate reference
to such restrictions.
18.7. The Company shall not be required to issue any
certificate or certificates for Shares with respect to Awards under this Plan,
or record any person as a holder of record of such Shares, without obtaining, to
the complete satisfaction of the Committee, the approval of all regulatory
bodies deemed necessary by the Committee, and without complying to the Board's
or Committee's complete satisfaction, with all rules and regulations, under
federal, state or local law deemed applicable by the Committee.
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