Exhibit 10.29
EASTERN RESEARCH, INC. STOCK OPTION PLAN
I. Purpose and Scope
The purposes of this Plan are to encourage stock ownership by employees, non-employee directors, agents, consultants or independent contractors of Eastern Research, Inc. and related entities (herein called the " Company" ), to provide an incentive for such employees, non-employee directors, agents, consultants or independent contractors to expand and improve the profits and prosperity of the Company, and to assist the Company in attracting and retaining personnel through the grant of options to purchase shares of the Company' s common stock.
II. Definitions
Unless otherwise required by the context:
A. " Agreement" shall mean the written instrument evidencing the grant of an Option. The Participant may be issued one or more Agreements from time to time, reflecting one or more Options.
B. " Board" shall mean the Board of Directors of the Company.
C. " Change in Control" means the time when (1) any " person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), either individually or together with that person' s affiliates or associates, becomes the beneficial owner, directly or indirectly, of at least 50% of the outstanding Stock or such person or (2) individuals who are directors of the Company and who qualify as continuing directors have ceased for any reason to constitute at least a majority of the Company' s Board.
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D. " Committee" shall mean the Stock Option Plan Committee, which is appointed by the Board, and which shall be composed of three members of the Board.
E. " Company" shall mean Eastern Research, Inc., a New Jersey corporation, VIR, Inc., a Pennsylvania corporation, Linear Switch Corporation, a New Jersey corporation and Allen Organ Company, a Pennsylvania corporation.
F. " Code" shall mean the Internal Revenue Code of 1986, as amended.
G. " Fair Market Value" shall mean if Company Stock is not actively traded in the over-the-counter market, or on a national securities exchange, the result of an annual valuation of Company Stock.
H. " Option" shall mean a right to purchase Stock, granted pursuant to the Plan.
I. " Option Price" shall mean the purchase price for Stock under an Option, as determined in Section VI below.
J. " Participant" shall mean an employee of the Company, or an employee of VIR, Inc., Linear Switch Corporation or Allen Organ Company to whom an Option is granted under the Plan. Participant shall also mean any non-employee director, agent, consultant or independent contractor providing key services to the Company.
K. " Plan" shall mean the Eastern Research, Inc. Stock Option Plan.
L. " Stock" shall mean the common stock of Eastern Research, Inc., par value $.01 per share.
2 III. Stock to be Optioned
Subject to the provisions of Section XII of the Plan, the maximum number of shares of Stock that may be optioned or sold under the Plan is 1,500,000 shares. Such shares may be treasury, or authorized, but unissued, shares of Stock of the Company. IV. Administration
The Plan shall be administered by the Committee. Two members of the Committee shall constitute a quorum for the transaction of business. The Committee shall be responsible to the Board for the operation of the Plan, and shall make recommendations to the Board with respect to participation in the Plan by employees, non-employee directors, agents, consultants or independent contractors of the Company, and with respect to the extent of that participation. The interpretation and construction of any provision of the Plan by the Committee shall be final, unless otherwise determined by the Board. No member of the Board or the Committee shall be liable for any action or determination made by him in good faith. V. Eligibility
The Board, upon recommendation of the Committee, may grant Options to any employee (including an employee who is a director or an officer) of the Company or any non-employee director, agent, consultant or independent contractor who provides or has provided key services to the Company, Options may be awarded by the Board at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Board, upon recommendation by the Committee shall determine. Options granted at different times need not contain similar provisions. Options granted pursuant to the Plan are not intended to qualify under Code Section 422.
3 VI. Option Price
The purchase price for Stock under each option shall generally be 100 percent of the Fair Market Value of the Stock at the time the Option is granted, but in no event will such purchase price be less than the par value of the Stock. VII Terms and Conditions of Options
Options granted pursuant to the Plan shall be authorized by the Board and shall be evidenced by Agreements in such form as the Board, upon recommendation of the Committee, shall from time to time approve. Such Agreements shall comply with and be subject to the following terms and conditions:
A. Vesting in Options . The Board may, in its discretion, subject any Option granted under the Plan ...
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