{"id":38209,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1993-stock-option-plan-tom-brown-in2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1993-stock-option-plan-tom-brown-in2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1993-stock-option-plan-tom-brown-in2.html","title":{"rendered":"1993 Stock Option Plan &#8211; Tom Brown Inc."},"content":{"rendered":"<pre>                                TOM BROWN, INC.\n\n                              AMENDED AND RESTATED\n                             1993 STOCK OPTION PLAN\n\n\n                             I. PURPOSE OF THE PLAN\n\n     The Tom Brown, Inc. 1993 Stock Option Plan (the 'Plan') is intended to\nprovide a means whereby certain employees and directors of Tom Brown, Inc., a\nDelaware corporation (the 'Company'), and its subsidiaries may develop a sense\nof proprietorship and personal involvement in the development and financial\nsuccess of the Company, and to encourage them to remain with and devote their\nbest efforts to the business of the Company, thereby advancing the interests of\nthe Company and its shareholders. Accordingly, the Company may grant to certain\nemployees and directors ('Optionees') the option ('Option') to purchase shares\nof the common stock of the Company ('Stock'), as hereinafter set forth. Options\ngranted under the Plan shall not be treated as incentive stock options within\nthe meaning of section 422(b) of the Internal Revenue Code of 1986, as amended\n(the 'Code').\n\n                               II. ADMINISTRATION\n\n     The Plan shall be administered by a committee (the 'Committee') appointed\nby the Board of Directors of the Company (the 'Board'). The Committee shall\nhave sole authority to select the Optionees from among those individuals\neligible hereunder and to establish the number of shares which may be issued\nunder each Option. The Committee is authorized to interpret the Plan and may\nfrom time to time adopt such rules and regulations, consistent with the\nprovisions of the Plan, as it may deem advisable to carry out the Plan. All\ndecisions made by the Committee in selecting the Optionees, in establishing the\nnumber of shares which may be issued under each Option and in construing the\nprovisions of the Plan shall be final.\n\n                             III. OPTION AGREEMENTS\n\n     (a) Each Option shall be evidenced by a written agreement between the\nCompany and the Optionee ('Option Agreement') which shall contain such terms\nand conditions as may be approved by the Committee. The terms and conditions of\nthe respective Option Agreements need not be identical. Specifically, an Option\nAgreement may provide for the payment of the option price, in whole or in part,\nby the delivery of a number of shares of Stock (plus cash if necessary) having\na fair market value equal to such option price.\n\n\n\n\n\n\n\n\n     (b) Each Option and all rights granted thereunder shall not be\ntransferable other than by will or the laws of descent and distribution, and\nshall be exercisable during the Optionee's lifetime only by the Optionee or the\nOptionee's guardian or legal representative.\n\n                          IV. ELIGIBILITY OF OPTIONEE\n\n     Options may be granted only to individuals who are employees or directors\nof the Company or any parent or subsidiary corporation (as defined in section\n424 of the Code) of the Company at the time the Option is granted. Options may\nbe granted to the same individual on more than one occasion.\n\n                         V. SHARES SUBJECT TO THE PLAN\n\n     The aggregate number of shares which may be issued under Options granted\nunder the Plan shall not exceed 2,700,000 shares of Stock. Such shares may\nconsist of authorized but unissued shares of Stock or previously issued shares\nof Stock reacquired by the Company. Any of such shares which remain unissued\nand which are not subject to outstanding Options at the termination of the Plan\nshall cease to be subject to the Plan, but, until termination of the Plan, the\nCompany shall at all times make available a sufficient number of shares to meet\nthe requirements of the Plan. Should any Option hereunder expire or terminate\nprior to its exercise in full, the shares theretofore subject to such Option\nmay again be subject to an Option granted under the Plan. The aggregate number\nof shares which may be issued under the Plan shall be subject to adjustment in\nthe same manner as provided in paragraph VIII hereof with respect to shares of\nStock subject to Options then outstanding.\n\n                                VI. OPTION PRICE\n\n     The purchase price of Stock issued under each Option shall be determined\nby the Committee, and may be less than the fair market value of Stock subject\nto the Option.\n\n                               VII. TERM OF PLAN\n\n     The Plan shall be effective upon the date of its adoption by the Board.\nExcept with respect to Options then outstanding, if not sooner terminated under\nthe provisions of Paragraph IX, the Plan shall terminate upon and no further\nOptions shall be granted after the expiration of ten years from the date of its\nadoption by the Board.\n\n\n                                      -2-\n\n\n\n\n\n                    VIII. RECAPITALIZATION OR REORGANIZATION\n\n     (a) The existence of the Plan and the Options granted hereunder shall not\naffect in any way the right or power of the Board or the shareholders of the\nCompany to make or authorize any adjustment, recapitalization, reorganization\nor other change in the Company's capital structure or its business, any merger\nor consolidation of the Company, any issue of debt or equity securities, the\ndissolution or liquidation of the Company or any sale, lease, exchange or other\ndisposition of all or any part of its assets or business or any other corporate\nact or proceeding.\n\n     (b) The shares with respect to which Options may be granted are shares of\nStock as presently constituted, but if, and whenever, prior to the expiration\nof an Option theretofore granted, the Company shall effect a subdivision or\nconsolidation of shares of Stock or the payment of a stock dividend on Stock\nwithout receipt of consideration by the Company, the number of shares of Stock\nwith respect to which such Option may thereafter be exercised (i) in the event\nof an increase in the number of outstanding shares shall be proportionately\nincreased, and the purchase price per share shall be proportionately reduced,\nand (ii) in the event of a reduction in the number of outstanding shares shall\nbe proportionately reduced, and the purchase price per share shall be\nproportionately increased.\n\n     (c) If the Company recapitalizes or otherwise changes its capital\nstructure, thereafter upon any exercise of an Option theretofore granted the\nOptionee shall be entitled to purchase under such Option, in lieu of the number\nand class of shares of Stock then covered by such Option, the number and class\nof shares of stock and securities to which the Optionee would have been\nentitled pursuant to the terms of the recapitalization if, immediately prior to\nsuch recapitalization, the Optionee had been the holder of record of the number\nof shares of Stock then covered by such Option. If (i) the Company shall not be\nthe surviving entity in any merger, consolidation or other reorganization (or\nsurvives only as a subsidiary of an entity other than a previously wholly-owned\nsubsidiary of the Company), (ii) the Company sells, leases or exchanges all or\nsubstantially all of its assets to any other person or entity (other than a\nwholly-owned subsidiary of the Company), (iii) the Company is to be dissolved\nand liquidated, (iv) any person or entity, including a 'group' as contemplated\nby Section 13(d)(3) of the Securities Exchange Act of 1934, acquires or gains\nownership or control (including, without limitation, power to vote) of more\nthan 50% of the outstanding shares of the Company's voting stock (based upon\nvoting power), or (v) as a result of or in connection with a contested election\nof directors, the persons who were directors of the Company before such\nelection shall cease to constitute a majority of the Board (each such event is\nreferred to herein as a 'Corporate Change'), no later than (a) ten days after\nthe approval by the shareholders of the Company of such merger, consolidation,\nreorganization, sale, lease or exchange of assets or dissolution or such\nelection of directors or (b) thirty days after a change of control of the type\ndescribed \n\n\n\n                                      -3-\n\n\n\n\n\nin clause (iv), the Committee, acting in its sole discretion without the\nconsent or approval of any Optionee, shall act to effect one or more of the\nfollowing alternatives, which may vary among individual Optionees and which may\nvary among Options held by any individual Optionee: (1) accelerate the time at\nwhich Options then outstanding may be exercised so that such Options may be\nexercised in full for a limited period of time on or before a specified date\n(before or after such Corporate Change) fixed by the Committee, after which\nspecified date all unexercised Options and all rights of Optionees thereunder\nshall terminate, (2) require the mandatory surrender to the Company by selected\nOptionees of some or all of the outstanding Options held by such Optionees\n(irrespective of whether such Options are then exercisable under the provisions\nof the Plan) as of a date, before or after such Corporate Change, specified by\nthe Committee, in which event the Committee shall thereupon cancel such Options\nand the Company shall pay to each Optionee an amount of cash per share equal to\nthe excess, if any, of the amount calculated in Subparagraph (d) below (the\n'Change of Control Value') of the shares subject to such Option over the\nexercise price(s) under such Options for such shares, (3) make such adjustments\nto Options then outstanding as the Committee deems appropriate to reflect such\nCorporate Change (provided, however, that the Committee may determine in its\nsole discretion that no adjustment is necessary to Options then outstanding) or\n(4) provide that thereafter upon any exercise of an Option theretofore granted\nthe Optionee shall be entitled to purchase under such Option, in lieu of the\nnumber of shares of Stock then covered by such Option the number and class of\nshares of stock or other securities or property (including, without limitation,\ncash) to which the Optionee would have been entitled pursuant to the terms of\nthe agreement of merger, consolidation or sale of assets and dissolution if,\nimmediately prior to such merger, consolidation or sale of assets and\ndissolution the Optionee had been the holder of record of the number of shares\nof Stock then covered by such Option.\n\n     (d) For the purposes of clause (2) in Subparagraph (c) above, the 'Change\nof Control Value' shall equal the amount determined in clause (i), (ii) or\n(iii), whichever is applicable, as follows: (i) the per share price offered to\nshareholders of the Company in any such merger, consolidation, reorganization,\nsale of assets or dissolution transaction, (ii) the price per share offered to\nshareholders of the Company in any tender offer or exchange offer whereby a\nCorporate Change takes place, or (iii) if such Corporate Change occurs other\nthan pursuant to a tender or exchange offer, the fair market value per share of\nthe shares into which such Options being surrendered are exercisable, as\ndetermined by the Committee as of the date determined by the Committee to be\nthe date of cancellation and surrender of such Options. In the event that the\nconsideration offered to shareholders of the Company in any transaction\ndescribed in this Subparagraph (d) or Subparagraph (c) above consists of\nanything other than cash, the Committee shall determine the fair cash\nequivalent of the portion of the consideration offered which is other than\ncash.\n\n\n\n                                      -4-\n\n\n\n\n\n     (e) Any adjustment provided for in Subparagraphs (b) or (c) above shall be\nsubject to any required shareholder action.\n\n     (f) Except as hereinbefore expressly provided, the issuance by the Company\nof shares of stock of any class or securities convertible into shares of stock\nof any class, for cash, property, labor or services, upon direct sale, upon the\nexercise of rights or warrants to subscribe therefor, or upon conversion of\nshares or obligations of the Company convertible into such shares or other\nsecurities, and in any case whether or not for fair value, shall not affect,\nand no adjustment by reason thereof shall be made with respect to, the number\nof shares of Stock subject to Options theretofore granted or the purchase price\nper share.\n\n                    IX. AMENDMENT OR TERMINATION OF THE PLAN\n\n     The Board in its discretion may terminate the Plan at any time with\nrespect to any shares for which Options have not theretofore been granted. The\nBoard shall have the right to alter or amend the Plan or any part thereof from\ntime to time; provided, that no change in any Option theretofore granted may be\nmade which would impair the rights of the Optionee without the consent of such\nOptionee.\n\n                               X. SECURITIES LAWS\n\n     The Company shall not be obligated to issue any Stock pursuant to any\nOption granted under the Plan at any time when the offering of the shares\ncovered by such Option have not been registered under the Securities Act of\n1933 and such other state and federal laws, rules or regulations as the Company\nor the Committee deems applicable and, in the opinion of legal counsel for the\nCompany, there is no exemption from the registration requirements of such laws,\nrules or regulations available for the offering and sale of such shares.\n\n\n\n                                      -5-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6962],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9539,9545],"class_list":["post-38209","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-brown-tom-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38209","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38209"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38209"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38209"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38209"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}