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Exhibit 10.2
INTELLON CORPORATION
DIRECTOR STOCK OPTION PLAN
ARTICLE I
Definitions
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Award" means an award granted to any Director in
accordance with the provisions of this Plan in the form of
Options.
(b) "Award Agreement" means the written agreement evidencing
each Award granted to a Director under this Plan.
(c) "Board" or "Board of Directors" shall mean the board of
directors of the Company.
(d) "Change of Control" shall be deemed to have occurred if an
entity or person (including a "group") as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934
(the "1934 Act") which is not a beneficial owner (as
defined in Rule 13d-3 promulgated pursuant to the 1934 Act)
of more than 10% of the outstanding common stock of the
Corporation as of January 1, 1995, becomes the beneficial
owner after such date of shares of the Corporation having
50% or more of the total number of votes that may be cast
for the election of Directors of the Corporation.
(e) "Committee" shall mean the committee administering the
Plan, pursuant to Article III hereof.
(f) "Company" shall mean Intellon Corporation, a Florida
corporation, and its successors and assigns.
(g) "Director" shall mean any individual, not employed by the
Company, who is serving as a Director of the Company.
(h) "Option" shall mean an option to purchase Stock granted by
the Company pursuant to the provisions of this Plan.
(i) "Option Price" shall mean the purchase price of each share
of Stock subject to Option, as defined in Section 5.2
hereof.
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(j) "Optionee" shall mean a Director who has received an Option
granted by the Company hereunder.
(k) "Plan" shall mean this Intellon Corporation Director Stock
Option Plan.
(l) "Service" shall mean the tenure of an individual as a
Director of the Company.
(m) "Stock" shall mean the common stock of the Company, par
value $.01 per share, or, in the event that the outstanding
shares of Stock are hereafter changed into or exchanged for
shares of a different class of stock or securities of the
Company or some other corporation, such other stock or
securities.
(n) "Total Disability" means the complete and permanent
inability of a Director to perform all of his duties as a
Director of the Company, as determined by the Committee
upon the basis of such evidence, including independent
medical reports and data, as the Committee deems
appropriate or necessary.
ARTICLE II
The Plan
2.1 Name. This plan shall be known as the "Intellon Corporation
Director Stock Option Plan."
2.2 Purpose. The purpose of the Plan is to maintain the Company's
ability to attract and retain the services of experienced and highly qualified
non-employee directors and to enhance shareholder value by more closely aligning
the interests of non-employee directors with those of the shareholders.
2.3 Effective Date. The Intellon Corporation Director Stock Option
Plan became effective on September 19, 1997.
2.4 Participants. Only Directors of the Company shall be eligible to
receive Options under the Plan.
ARTICLE III
Plan Administration
3.1 Committee. This Plan shall be administered by a committee of the
Board of Directors of the Company (the "Committee"). The Committee shall consist
of members of the Board designated by the Board from time to time. The Committee
shall serve at the pleasure of the Board.
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3.2 Power of the Committee.
(a) Authority. The Committee shall have full authority and
discretion, except with respect to Options covering the
Directors and the shares of Stock specified on Exhibit A
attached hereto, (i) to determine, consistent with the
provisions of this Plan, which of the Directors will be
granted Awards, the form of Awards to be granted, the
amount or number of shares of Stock subject to each Award,
and the terms and conditions of each Award (which need not
be identical); (ii) to construe and interpret the Plan; and
(iii) to make all other determinations and take all other
actions deemed necessary or advisable for the proper
administration of the Plan. The Committee's decisions and
determinations under this Plan need not be uniform and may
be made selectively among Directors whether or not such
individuals are similarly situated. All such actions and
determinations shall be conclusively binding upon all
persons for all purposes.
(b) Proceedings. The Committee shall keep minutes of its
actions under the Plan. The act of a majority of the
members present at a meeting duly called and held shall be
the act of the Committee. Any decision or determination
reduced to writing and signed by all members of the
Committee shall be fully effective as if made by unanimous
vote at a meeting duly called and held.
(c) Counsel and Consultants; Expenses. The Committee shall
employ such legal counsel, including, without limitation,
independent legal counsel and counsel regularly employed by
the Company, consultants and agents as the Committee may
deem appropriate for the administration of this Plan and
may rely upon any opinion and computations received from
any such counsel or consultant. All expenses incurred by
the Committee in interpreting and administrating the Plan,
including without limitation, meeting fees and expenses and
professional fees shall be paid by the Company.
(d) Indemnification. No member or former member of the
Committee or the Board shall be liable for any action or
determination made in good faith with respect to this Plan
or any Award granted under it. Each member or former member
of the Committee or Board shall be indemnified and held
harmless by the Company against all costs or expense
(including counsel fees) or liability (including any sum
paid in settlement of a claim with the approval of the
Board) arising out of any act or omission to act in
connection with this Plan unless arising out of such
member's own fraud or bad faith. Such indemnification shall
be in addition to any rights of indemnification the members
or former members may have as directors or under the Bylaws
of the Company.
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ARTICLE IV
Shares of Stock Subject to Plan
4.1 Limitations. Subject to adjustment pursuant to the provisions of
Section 4.3 hereof, the aggregate number of shares of Stock which may be issued
pursuant to the exercise of Options shall not exceed two hundred fifty thousand
(250,000) shares. Of the two hundred fifty thousand (250,000) shares of Stock
which may be issued and sold hereunder pursuant to the exercise of Options,
115,000 shares shall be covered by the Options specified on Exhibit A attached
hereto, which Options have been granted to the Directors (and, as to each such
individual, shall cover the number of shares of Stock) specified on Exhibit A
attached hereto. Shares issued pursuant to the exercise of Options may be either
authorized and unissued shares or shares issued and thereafter acquired by the
Company.
4.2 Options Granted Under Plan. Shares of Stock with respect to which
an Option granted hereunder shall have been exercised shall not again be
available for Option hereunder. If Options granted hereunder shall terminate for
any reason without being wholly exercised, then the Committee shall have the
discretion to grant new Options to Optionees hereunder covering the number of
shares to which such terminated Options related.
4.3 Antidilution. If and to the extent that the number of issued Stock
shall be increased or reduced by a change in par value, split up,
reclassification, distribution of a dividend payable in shares, or the like, the
number of shares subject to Option and the Option Price for them shall be
proportionately adjusted. If the Company is reorganized or consolidated or
merged with another corporation, the Optionee shall be entitled to receive
options covering shares of such reorganized, consolidated or merged corporation
in the same proportion, or at an equivalent price, and subject to the same
conditions. For purposes of the preceding sentence, the excess of the fair
market value of the shares subject to the Option immediately after the
reorganization, consolidation or merger over the aggregate Option Price of such
shares shall not be more than the excess of the aggregate fair market value of
all shares subject to the Option immediately before such reorganization,
consolidation or merger over the aggregate Option Price of such shares. A new
option or assumption of the old option shall not give the Optionee additional
benefits which he did not have under the old option.
ARTICLE V
Award and Options
5.1 Award Grant and Agreement. Each Award granted hereunder shall be
evidenced by minutes of a meeting of the Committee authorizing the same and by a
written Award Agreement dated as of the date of grant and executed by the
Company and the Optionee, which Award Agreement shall set forth such terms and
conditions as may be determined by the Committee to be consistent with this
Plan; provided, however, that the Options to be granted to the individuals (and,
as to each such individual, to cover the number of shares of Stock) specified on
Exhibit A attached hereto shall not be required to be evidenced by minutes of a
meeting of the Committee authorizing the same.
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5.2 Option Price. The Option Price of each share of Stock subject to
an Option shall be the Option Price as determined by the Committee. If the Stock
is publicly held and actively traded in an established market on the date of
grant, then the Option Price of the Stock on the date of grant shall be
determined by the Committee by any reasonable method using market quotations. If
the Stock is not publicly held and actively traded in an established market on
the date of grant, then the Option Price of the Stock on the date of grant shall
be determined in good faith by the Committee using any reasonable method.
5.3 Option Exercise. Options may be exercised in whole or in part from
time to time with respect to whole shares only, within the period permitted for
the exercise thereof. Notwithstanding any other provision in this Plan, no
option granted under the Plan may be exercised more than ten (10) years after
the date on which it is granted. No part of any Option may be exercised until
the Optionee shall have served as a Director of the Company for the period
designated by the Committee, if any, after the date on which the Option is
granted. Options shall be exercised by: (i) written notice of intent to exercise
the Option with respect to a specific number of shares of Stock which is
delivered by hand delivery or registered or certified mail, return receipt
requested, to the Company at its principal office; and (ii) payment in full (by
a check or money order payable to "Intellon Corporation") to the Company at such
office of the amount of the Option Price for the number of shares of Stock with
respect to which the Option is then being exercised. The Committee shall have
the right to determine whether the Option Price may be paid to the Company in
consideration (other than cash) as the Committee deems appropriate, including
Stock already owned by the Optionee, having a total fair market value, as
determined by the Committee, equal to the purchase price of the Stock, or a
combination of cash and such other consideration having a total fair market
value, as so determined, equal to such purchase price. In addition to and at the
time of payment of the Option Price, the Optionee shall pay to the Company in
cash the full amount of all federal, state, and local withholding or other
employment taxes, if any, applicable to the taxable income of the Optionee
resulting from such exercise, and any sales, transfer, or similar taxes imposed
with respect to the issuance or transfer of shares of Stock in connection with
such exercise.
5.4 Nontransferability of Option. No Option shall be transferred by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee, the Option shall be exercisable only by him or by
his legal guardian or personal representative.
5.5 Effect of Death, Disability, Retirement, or Other Termination of
Service.
(a) Death. If the Director's service as a Director of the
Company terminates as a result of his death, the Director's
personal representative or administrator of the estate of
the Director (or the person or persons to whom the Option
shall have been validly transferred by the personal
representative or the administrator pursuant to the
Director's Will or the laws of descent and distribution, as
the case may be) shall have the right to exercise the
Option as to any shares not previously exercised during his
lifetime within twelve (12) months following the date of
his death.
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(b) Total Disability. If the Director's service as a Director
of the Company terminates as a result of his Total
Disability, the Director shall have the right to exercise
the Option as to any vested shares not previously exercised
within twelve (12) months following the date of the
termination of his service. Notwithstanding the foregoing,
if the Director dies within three (3) months after
termination of his service as a Director of the Company
because of his Total Disability, the Director's personal
representative or administrator of the estate of the
Director (or the person or persons to whom the Option shall
have been validly transferred by the personal
representative or the administrator pursuant to the
Director's Will or the laws of descent and distribution, as
the case may be) shall have the right to exercise the
Option as to any shares not previously exercised during his
lifetime within twelve (12) months following the date of
his death.
(c) Other Termination of Services. If the Director's service as
a Director of the Company is terminated for any reason
other than his death or Total Disability, the Directors
shall have the right to exercise the Option as to any
vested shares not previously exercised within three (3)
months following the date of his termination of service.
5.6 Vesting and Exercise of Options.
(a) Vesting. Each Option shall vest in accordance with such
schedule as the Committee shall determine upon the Award of
the Option.
(b) Change of Control. Notwithstanding any other provision,
upon any Change of Control 100% of the Option shall be
deemed to be fully exercisable immediately prior to said
Change of Control.
(c) Death. Notwithstanding any other provision, if at least 40%
of the Option granted to an Optionee is exercisable in
accordance with the terms of the Option, then upon the
death of the Director, 100% of the Option shall be deemed
to be fully exercisable immediately prior to the Director's
death.
(d) Initial Public Offering. Notwithstanding any other
provision, in the event of an underwritten registration of
an offering of equities securities of the Company, 100% of
the Option shall be deemed to become fully exercisable upon
the effectiveness of such registration.
5.7 Rights as Shareholder. An Optionee or any permitted transferee of
an Option shall have no rights as a shareholder with respect to any shares of
Stock subject to such Option prior to the purchase of such shares by exercise of
such Option as provided herein.
5.8 Investment Intent. Upon or prior to the exercise of all or any
portion of an Option, the Optionee shall furnish to the Company in writing such
information or assurances as, in the Company's opinion, may be necessary to
enable it to comply fully with the Securities Act
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of 1933, as amended, and the rules and regulations thereunder and any other
applicable statutes, rules, and regulations. Without limiting the foregoing, if
a registration statement is not in effect under the Securities Act of 1933, as
amended, with respect to the shares of Stock to be issued upon exercise of an
Option, the Company shall have the right to require, as a condition to the
exercise of such Option, that the Optionee represent to the Company in writing
that the shares to be received upon exercise of such Option will be acquired by
the Optionee for investment and not with a view to distribution and that the
Optionee agree, in writing, that such shares will not be disposed of except
pursuant to an effective registration statement, unless the Company shall have
received an opinion of counsel reasonably acceptable to it to the effect that
such disposition is exempt from the registration requirements of the Securities
Act of 1933, as amended. The Company shall have the right to endorse on
certificates representing shares of Stock issued upon exercise of an Option such
legends referring to the foregoing representations and restrictions or any other
applicable restrictions on resale or disposition as the Company, in its
discretion, shall deem appropriate.
ARTICLE VI
Stock Certificates
The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
of any portion thereof, prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which the Stock is then listed, if any;
(b) The completion of any registration or other qualification
of such shares under any federal or state law or under the
rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory agency,
which the Company shall in its sole discretion determine to
be necessary or advisable;
(c) The obtaining of any approval or other clearance from any
federal or state governmental agency which the Company
shall in its sole discretion determine to be necessary or
advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Company from time to time may
establish for reasons of administrative convenience.
ARTICLE VII
Termination, Amendment, and Modification of Plan
The Board may at any time terminate, and may at any time and from time to
time and in any respect amend or modify, the Plan; provided, however, that no
termination, amendment, or modification of the Plan shall without the written
consent of the Optionee of such Option
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adversely affect the rights of the Optionee with respect to an Option or the
unexercised portion thereof.
ARTICLE VIII
Miscellaneous
8.1 Service. Nothing in this Plan or in any Option granted hereunder
or in any Award Agreement relating thereto shall confer upon any Director the
right to continue as a Director of the Company.
8.2 Captions. The captions preceding the sections hereof are inserted
solely as a matter of convenience and in no way define or limit the scope of
intent of any provision hereof.
8.3 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.
8.4 Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
8.5 Applicable Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Florida.
8.6 Severability. If any provision or provisions of this Plan shall be
held to be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
8.7 Interpretation. All Awards granted pursuant to this Plan are
subject to all interpretations, amendments, rules and regulations which may from
time to time be promulgated and adopted pursuant to this Plan.
CERTIFICATION
The undersigned President and Chief Executive Officer of the Company does
hereby certify that the Plan was duly adopted by the Board of Directors on
January 23, 1998.
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President and Chief Executive Officer
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EXHIBIT A
TO
INTELLON CORPORATION
DIRECTOR STOCK OPTION PLAN
OPTIONS OUTSTANDING
AS OF SEPTEMBER 19, 1997
NUMBER OF
NUMBER OF ---------
DIRECTOR SHARES SHARES VESTED EXERCISE PRICE
-------- ------ ------------- --------------
Xxxxxxx X. Xxxxxx 25,000(1) 5,000 1.90
----------------- --------- ----- ----
Xxxxxx X. Xxxx 10,000 10,000 1.90
-------------- ------ ------ ----
Xxxxxxx X. Xxxxxx 35,000(2) 25,000 1.90
----------------- --------- ------ ----
Xxxxxx Xxxxxxxxx 35,000(2) 25,000 1.90
---------------- --------- ------ ----
Xxxxxxx X. X'Xxxxx 10,000 10,000 1.90
------------------ ------ ------ ----
Total 115,000
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----------------------
(1) Options for 5,000 shares vest on each of July 12, 1998, 1999, 2000 and
2001
(2) Options for 5,000 shares vest on each of July 12, 1998 and 1999.
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AMENDMENT NO. 1 TO INTELLON CORPORATION
DIRECTOR STOCK OPTION PLAN
THIS AMENDMENT NO. 1 TO THE INTELLON CORPORATION DIRECTOR STOCK OPTION
PLAN (the "Amendment") is made as of the 15th day of July, 1999.
W I T N E S S E T H T H A T:
WHEREAS, the Board of Directors and the shareholders of INTELLON
CORPORATION (the "Company") have authorized, adopted and approved a Director
Stock Option Plan, (the "Plan"); and
WHEREAS, the Company has issued prior to the date hereof Options to its
Directors exercisable for 220,000 shares of Stock of which Options for 15,000
shares of Stock have been exercised and Options for 205,000 of Stock remain
outstanding, all in accordance with Exhibit A attached hereto; and
WHEREAS, the Company desires to amend the Plan in certain respects; and
WHEREAS, the Board of Directors of the Company has approved the
Amendment.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Defined Terms. All terms used in this Amendment which are defined
in the Plan shall have the meanings specified in the Plan, unless specifically
defined herein.
2. Amendment of Section 4.1. Section 4.1 of the Plan shall be amended
to provide that, subject to adjustment pursuant to the provisions of Section 4.3
of the Plan, the aggregate number of shares of Stock which may be issued
pursuant to the exercise of Options shall not exceed Three Hundred Twenty
Thousand (320,000) shares.
3. Effect of Amendment. Except as expressly modified by this
Amendment, the terms, covenants, and conditions of the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed by its officer thereunto duly authorized, all as of the date first
above written.
INTELLON CORPORATION
By:
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Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
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AMENDMENT NO. 2 TO INTELLON CORPORATION
DIRECTOR STOCK OPTION PLAN
THIS AMENDMENT NO. 2 TO THE INTELLON CORPORATION DIRECTOR STOCK OPTION
PLAN (the "Amendment") is made as of May 18, 2000.
W I T N E S S E T H T H A T:
WHEREAS, Intellon Corporation (the "Company") has authorized, adopted and
approved a Director Stock Option Plan, as amended (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Defined Terms. All terms used in this Amendment which are defined
in the Plan shall have the meanings specified in the Plan, unless specifically
defined herein.
2. Amendment of Section 4.1.
(a) Section 4.1 of the Plan shall be amended to provide that,
subject to adjustment pursuant to the provisions of Section
4.3 of the Plan, the aggregate number of shares of Stock
which may be issued pursuant to the exercise of Options
shall not exceed Seven Hundred Fifty Thousand (750,000)
shares.
(b) Section 4.3 of the Plan shall be amended by deleting such
Section in its entirety and inserting the following Section
in lieu thereof:
4.3 Antidilution. Notwithstanding any other provision in
this Plan, if the outstanding shares of Stock are increased
or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company
or of any other corporation by reason of any merger,
consolidation, share exchange, liquidation,
recapitalization, reclassification, stock split up,
combination of shares, stock dividend, or other similar
transaction or event, then the total number of shares of
Stock authorized for issuance under the Plan, and the
number of shares subject to Option and the Option Price for
them, shall be proportionately adjusted by the Board.
3. Effect of Amendment. Except as expressly modified by this
Amendment, the terms, covenants, and conditions of the Plan shall remain in full
force and effect.
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IN WITNESS WHEREOF, the undersigned has signed this Amendment effective
as of May 18, 2000 for and on behalf of the Company.
INTELLON CORPORATION
By:
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Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
