Looking for an agreement? Search from over 1 million agreements now.

Non-employee Director Stock Plan

This is an actual contract by Gelman Sciences.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
GELMAN SCIENCES INC.


NON-EMPLOYEE DIRECTOR STOCK PLAN


NAME AND GENERAL PURPOSE OF PLAN. The name of the plan is the Gelman Sciences Inc. Non-Employee Director Stock Plan (the "Plan"). The Plan was adopted by the Board of Directors (the "Board") of Gelman Sciences Inc. (the "Company") on September 20, 1995, subject to shareholder approval and ratification. The purpose of the Plan is to provide non-employee directors of the Company an opportunity to participate in future appreciation in the share value of the Company's stock, further aligning the interests of non-employee directors with the interests of shareholders of the Company, with the goal of maximizing return on shareholder investment. The opportunity to participate in Company stock appreciation is intended to enable the Company to attract and retain superior Board members. The Plan consists of two components: (1) stock options and (2) receipt of all or part of a non-employee director's fees in Company stock, in lieu of cash compensation, at the election of the non-employee director.


1. OPTIONS ISSUABLE UNDER PLAN. During each fiscal year, the Non-Employee
Director Stock Plan Committee (the "Committee") will issue options, in
accordance with Section 2, below, to purchase shares of the common stock
of the Company ("Shares"). The maximum number of Shares with respect to
which options may be granted under the Plan in any fiscal year of the
Company is 40,000, subject to adjustment pursuant to Section 4, below (the
"Plan Limit"). The Shares issued upon exercise of an option may be
treasury shares or authorized but unissued shares or a combination
thereof.


2. OPTION PARTICIPANTS AND GRANTS. Upon initial election to office, each
Participant will be granted an option to purchase 9,000 Shares and, on
each July 31st following reelection to office, an option to purchase 1,000
Shares. Each such option will become first exercisable six months after
the date of the grant, provided that the option recipient's status as a
non-employee director of the Company has not changed and the Plan then
remains in effect. Successive options may be granted to the same person,
whether or not any option previously granted to such person remains
unexercised. Each option granted pursuant to the Plan is referred to
hereinafter as an "Option," and each non-employee director of the Company
is referred to hereinafter as a "Participant."


3. OPTION PRICE. The exercise price per share underlying each Option will
be the closing price per share of Common Stock on the American Stock
Exchange on the last trading day immediately preceding the date of grant.
The Option exercise price will be payable in whole or in part, at the
election of the Participant, (i) in cash or (ii) in shares of Common Stock
valued at the closing


1


2


price for Common Stock on the American Stock Exchange on the last
trading day immediately preceding the date of exercise, to the extent
permitted by all applicable laws and regulations, unless the Committee
determines that the application of any Financial Accounting Standard Board
rule affecting the tender of shares would be detrimental to the best
interests of the Company.


4. ADJUSTMENTS. The Committee will provide for such adjustments in the
exercise price per share with respect to each outstanding Option and in
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |