{"id":38445,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2002-stock-option-plan-salton-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2002-stock-option-plan-salton-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2002-stock-option-plan-salton-inc.html","title":{"rendered":"2002 Stock Option Plan &#8211; Salton Inc."},"content":{"rendered":"<pre>                                  SALTON, INC.\n                             2002 STOCK OPTION PLAN\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                     Page\n                                                                     ----\nSection 1.  Purpose................................................    1\nSection 2.  Definition.............................................    1\nSection 3.  Administration.........................................    3\nSection 4.  Shares Subject to the Plan.............................    4\nSection 5.  Eligibility............................................    5\nSection 6.  Stock Options..........................................    5\nSection 7.  Stock Appreciation Rights..............................    8\nSection 8.  Restricted Stock.......................................   10\nSection 9.  Performance Awards.....................................   10\nSection 10. Other Stock Unit Awards................................   11\nSection 11. Termination of Awards..................................   11\nSection 12. Transferability of Awards..............................   13\nSection 13. Change in Control......................................   13\nSection 14. Amendments and Termination.............................   15\nSection 15. General Provisions.....................................   15\nSection 16. Term of Plan...........................................   17\n\n\n\n\n                                  SALTON, INC.\n                             2002 STOCK OPTION PLAN\n\n     THE PLAN. Salton, Inc., a Delaware corporation (the \"Company\"), hereby\nestablishes the Salton, Inc. 2002 Stock Option Plan (the \"Plan\"), effective as\nof the Effective Date.\n\n     SECTION 1. PURPOSE. The purposes of the Plan are to encourage employees of\nthe Company and its Affiliates to acquire an ownership interest in the growth\nand performance of the Company and to increase their incentive to contribute to\nthe Company's future success, thus enhancing the value of the Company for the\nbenefit of stockholders, and enhancing the ability of the Company and its\nAffiliates to attract and retain individuals upon whom, in large measure, the\nprogress, growth and profitability of the Company depends.\n\n     SECTION 2. DEFINITIONS. The following terms have the meanings set forth\nbelow:\n\n     \"Affiliate\" means any Person that directly, or through one or more\nintermediaries, controls, or is controlled by, or is under common control with,\nthe Company.\n\n     \"Award\" means any Option, SAR, Restricted Stock Award, Performance Share,\nPerformance Unit or Other Stock Unit Award.\n\n     \"Award Agreement\" means the written agreement or instrument by which every\nAward is evidenced.\n\n     \"Board\" means the Board of Directors of the Company.\n\n     \"Code\" means the Internal Revenue Code of 1986, as amended from time to\ntime. References to a specific section of the Code shall also refer to any\nsuccessor provision, and any regulations promulgated under such section or\nsuccessor provision.\n\n     \"Committee\" means the Stock Option Committee of the Board.\n\n     \"Company\" means Salton, Inc.\n\n     \"Effective Date\" means October 29, 2001, the date this Plan is adopted by\nthe Board; provided, however, that if the Plan is not approved by a majority of\nthe stockholders present and voting at an annual meeting of the stockholders of\nthe Company on or before January 15, 2002, this Plan shall not be effective and\nthis Plan and any Award theretofore made under this Plan shall be void.\n\n     \"Employee\" means any employee of the Company or of any Affiliate.\n\n     \"Exchange Act\" means the Securities Exchange Act of 1934.\n\n     \"Fair Market Value\" means, with respect to a Share, (i) the closing price\nof the Shares on the NYSE or any other national stock exchange on which the\nShares are then traded, or if no such reported sale of Shares shall have\noccurred on such date, on the next preceding date on which there was such a\nreported sale; or (ii) if the Shares are not listed for trading on a national\nsecurities exchange or authorized for quotation on the NYSE, the average of the\nclosing bid and\n\n\n\nasked prices as reported by the NYSE or, if no such prices shall have been\nreported for such date, on the next preceding date for which such prices were so\nreported.\n\n     \"Incentive Stock Option\" means an Option granted pursuant to Section 6(h)\nthat is intended to meet the requirements of Section 422 of the Code.\n\n     \"including\" means including without limitation.\n\n     \"Limited Right\" means an SAR which is exercisable only for a limited period\nafter a Change in Control as provided in Section 7(f).\n\n     \"Mature Shares\" means Shares to which the holder thereof has good title,\nfree and clear of all liens and encumbrances, and which such holder either (i)\nhas held for at least six months or (ii) has purchased on the open market.\n\n     \"Nonstatutory Stock Option\" means an Option granted to a Participant\npursuant to Section 6 that is not intended to be an Incentive Stock Option.\n\n     \"NYSE\" means the New York Stock Exchange.\n\n     \"Option\" means any right granted to a Participant under the Plan allowing\nsuch Participant to purchase Shares at such price or prices and during such\nperiod or periods as the Committee shall determine.\n\n     \"Optionee\" means any Participant to whom an Option has been granted under\nthe Plan.\n\n     \"Option Price\" means the per share purchase price of Shares subject to an\nOption.\n\n     \"Other Stock Unit Award\" means any right granted to a Participant by the\nCommittee pursuant to Section 10.\n\n     \"Participant\" means an Employee who is selected by the Committee to receive\nan Award under the Plan.\n\n     \"Performance Award\" means any Award of Performance Shares or Performance\nUnits pursuant to Section 9.\n\n     \"Performance Period\" means that period established by the Committee at the\ntime any Performance Award is granted or at any time thereafter during which any\nperformance goals specified by the Committee with respect to such Award are to\nbe measured.\n\n     \"Performance Share\" means any grant pursuant to Section 9 of a unit valued\nby reference to a designated number of Shares, which value may be paid to the\nParticipant by delivery of such property as the Committee shall determine,\nincluding cash, Shares, or any combination thereof, upon achievement of such\nperformance goals during the Performance Period as the Committee shall establish\nat the time of such grant or thereafter.\n\n     \"Performance Unit\" means any grant pursuant to Section 9 of a unit valued\nby reference to a designated amount of property other than Shares, which value\nmay be paid to the Participant by delivery of such property as the Committee\nshall determine, including cash, Shares, or any\n\n                                       2\n\n\ncombination thereof, upon achievement of such performance goals during the\nPerformance Period as the Committee shall establish at the time of such grant or\nthereafter.\n\n     \"Permitted Transferee\" means, in respect of any Participant, any member of\nthe Immediate Family of such Participant, any trust of which all of the primary\nbeneficiaries are such Participant or members of his or her Immediate Family, or\nany partnership of which all of the partners are such Participant or members of\nhis or her Immediate Family. The \"Immediate Family\" of a Participant means the\nParticipant's spouse, children, stepchildren, grandchildren, parents,\nstepparents, siblings, grandparents, nieces and nephews.\n\n     \"Person\" means any individual, corporation, partnership, limited liability\ncompany, association, trust, unincorporated organization, or government or\npolitical subdivision thereof.\n\n     \"Restricted Stock\" means any Share issued with the restriction that the\nholder may not sell, transfer, pledge, or assign such Share and with such other\nrestrictions as the Committee, in its sole discretion, may impose (including any\nrestriction on the right to vote such Share, and the right to receive any cash\ndividends), which restrictions may lapse separately or in combination at such\ntime or times, in installments or otherwise, as the Committee may specify.\n\n     \"Restricted Stock Award\" means an Award of Restricted Stock pursuant to\nSection 8.\n\n     \"SAR\" means any right granted to a Participant pursuant to Section 7 to\nreceive, upon exercise by the Participant, an amount equal to the number of\nShares with respect to which the right is granted multiplied by the excess of\n(i) the Fair Market Value of one Share on the date of exercise or, if the\nCommittee shall so determine in the case of any such right other than one\nrelated to any Incentive Stock Option, at any time during a specified period\nbefore the date of exercise, over (ii) the grant price of the right as specified\nby the Committee.\n\n     \"Shares\" means shares of the common stock of the Company.\n\n     SECTION 3. ADMINISTRATION.\n\n     (a)  General. The Plan is administered by the Committee. A majority of the\nmembers of the Committee may determine its actions and fix the time and place of\nits meetings. The Committee may appoint agents (who may be Employees) to assist\nin the administration of the Plan, and may authorize such persons to execute\nagreements or other documents on its behalf. No member of the Committee shall be\nliable for any action or determination made with respect to the Plan or any\nAward.\n\n     (b)  Power and Authority of Committee. The Committee shall have full power\nand authority, in its sole discretion subject to the provisions of the Plan, to:\n\n          (i) determine the Employees to whom Awards may from time to time\n     be granted;\n\n          (ii) determine the type or types of Award to be granted to each\n     Participant;\n\n          (iii) determine the number of Shares or other amount to be covered by\n     each Award, subject to the limitations of Section 4.\n\n                                       3\n\n\n          (iv) determine the terms and conditions, not inconsistent with the\n     provisions of the Plan, of any Award;\n\n          (v) determine whether, to what extent and under what circumstances\n     Awards may be settled in cash, Shares or other property or canceled or\n     suspended;\n\n          (vi) determine whether, to what extent and on what terms and\n     conditions cash, Shares and other property and other amounts payable with\n     respect to an Award under this Plan shall be deferred, either automatically\n     or at the election of the Participant;\n\n          (vii) determine the existence or nonexistence of any fact or status\n     relevant to Awards or the rights of Participants thereunder, including\n     whether a Termination of Employment occurs by reason of cause, retirement,\n     death or disability;\n\n          (viii) construe and interpret the Plan, any Award Agreement, and any\n     other instrument or agreement entered into under the Plan;\n\n          (ix) adjust performance award criteria or the terms and conditions of\n     other Awards in recognition of unusual or nonrecurring events affecting the\n     Company or its financial statements or changes in applicable laws,\n     regulations or accounting principles;\n\n          (x) make such other determinations and waive such requirements as may\n     be required or permitted by Sections 6, 7, 8, 9, 10 and 11 or other\n     provisions of the Plan;\n\n          (xi) administer the Plan and establish such rules and regulations,\n     approve and prescribe such forms, and appoint such agents as it shall deem\n     appropriate for the proper administration of the Plan;\n\n          (xii) correct any defect, supply any omission or reconcile any\n     inconsistency in the Plan or any Award in the manner and to the extent it\n     shall deem desirable to carry it into effect;\n\n          (xiii) make any other determination and take any other action that the\n     Committee deems necessary or desirable for administration of the Plan.\n\n     In making such determinations, the Committee may take into consideration\nthe value of the services rendered by the respective individuals, their present\nand potential contributions to the success of the Company and its Affiliates and\nsuch other factors which the Committee may deem relevant in accomplishing the\npurposes of the Plan. The Committee's determinations under the Plan need not be\nuniform. The Committee may make such determinations selectively among persons\nwho receive, or are eligible to receive, Awards (whether or not such persons are\nsimilarly situated). Decisions of the Committee shall be final and binding upon\nall Persons.\n\n     SECTION 4. SHARES SUBJECT TO THE PLAN.\n\n     (a)  Aggregate Limit. Subject to adjustment as provided in Section 15(h), a\ntotal of 600,000 Shares are reserved for grant pursuant to Awards under the\nPlan. Any Shares issued hereunder may consist, in whole or in part, of\nauthorized and unissued Shares or treasury Shares. Shares shall be charged\nagainst the foregoing limit upon the grant of each Award (other than a\n\n                                       4\n\n\nPerformance Unit or Other Stock Unit not denominated in Shares), but if such\nShares are thereafter forfeited or such Award otherwise terminates without the\nissuance of such Shares or of other consideration in lieu of such Shares, the\nShares so forfeited or related to the terminated portion of such Award shall be\nrestored to the foregoing limit and shall again be available for Awards under\nthe Plan. If Shares are applied to pay the Option Price upon exercise of an\nOption or to pay federal, state and local taxes upon exercise of an Option or\nother receipt of payment under an Award, the Shares so applied shall be added to\nthe foregoing limit and shall be available for Awards under the Plan.\n\n     (b)  Individual Annual Limits. Awards to any one individual in any one\ncalendar year are subject to the following limits:\n\n          (i) Options. The maximum number of Shares with respect to which\n     Options may be granted during a calendar year to any Participant is\n     200,000;\n\n          (ii) SARs. The maximum number of SARs that may be granted during a\n     calendar year to any Participant is 200,000;\n\n          (iii) Aggregate Options and SARs. The sum of the number of Shares with\n     respect to which Options may be granted and the number of SARs that may be\n     granted in total during a calendar year to any Participant is 200,000;\n\n          (iv) Other Share-Denominated Awards. The maximum number of Shares with\n     respect to which Restricted Stock, Performance Shares, and Other Stock\n     Units denominated in Shares in total may be granted during a calendar year\n     to any Participant is 100,000; and\n\n          (v) Dollar-Denominated Awards. The maximum dollar amount of\n     compensation that may be represented by Performance Units and Other Stock\n     Units not denominated in Shares awarded during calendar year to any\n     Participant is 150% of the Participant's annual base salary in effect on\n     the date of the Award multiplied by the number of whole and fractional\n     years in the Performance Period for Performance Units.\n\n     SECTION 5. ELIGIBILITY. The Committee may grant Awards to any Employee\n(excluding any member of the Committee). An Employee may be granted more than\none Award, but only on the terms and subject to the restrictions hereinafter set\nforth.\n\n     SECTION 6. STOCK OPTIONS.\n\n     (a)  Issuance. The Committee may grant Options to Participants either alone\nor in addition to other Awards granted under the Plan.\n\n     (b)  Award Agreements. Each Option shall be evidenced by an Award Agreement\nin such form as the Committee may from time to time approve. The Committee may\nrequire that any Participant shall, as consideration for the grant of the\nOption, agree in writing to remain in the employ of the Company or of one of\nAffiliates, at the pleasure of the Company or of such Affiliate, for at least\none year from the date of the granting of such Option or until earlier\ntermination of the Participant's employment effected or approved by the Company\nor by such Affiliate, in which event if the Participant violates such agreement,\nany Options still held by such\n\n                                       5\n\n\nperson at the time of such violation shall automatically terminate. The\nCommittee may waive this requirement in the case of any Participant. Any Option\nshall also be subject to the following terms and conditions and to such\nadditional terms and conditions, not inconsistent with the provisions of the\nPlan, as the Committee shall deem desirable.\n\n     (c)  Date of Granting of Options. The date of grant of all Options shall be\nthe date designated by the Committee as the date of grant, provided that in no\nevent shall the date of grant be earlier than the date on which the Committee\napproves the grant.\n\n     (d)  Option Price. The Option Price per Share shall be determined by the\nCommittee in its sole discretion; provided that the Option Price shall not be\nless than 100% of the Fair Market Value of a Share on the date of the grant of\nthe Option.\n\n     (e)  Option Period. The term of each Option shall be fixed by the Committee\nin its sole discretion and set forth in the Award Agreement, provided that the\nOption and any related SAR shall not be exercisable after the expiration of 10\nyears from the date the Option was granted.\n\n     (f)  Exercisability. Options shall be exercisable either in full or in\ninstallments at such time or times as determined by the Committee at or\nsubsequent to grant, and set forth in the Award Agreement; provided that the\nCommittee may in its sole discretion subsequent to grant waive any restriction\non the exercise of an Option.\n\n     (g)  Method of Exercise. An Option shall be exercised by the delivery to\nthe Company (or an agent of the Company) during the period in which such Option\nis exercisable of (x) written notice of exercise in a form acceptable to the\nCommittee for a specific number of Shares subject to the Option and (y) payment\nin full of the Option Price of such specific number of Shares. Payment for the\nShares with respect to which an Option is exercised may be made by any one or\nmore of the following means:\n\n          (i) cash, negotiable personal check or electronic funds transfer;\n\n          (ii) the Committee in its sole discretion may permit payment through\n     tender of Mature Shares, valued at their Fair Market Value on the date of\n     exercise; provided that the Committee may impose whatever restrictions it\n     deems necessary or desirable with respect to such method of payment;\n\n          (iii) the Committee in its sole discretion may permit payment by\n     submitting acceptable certification to the Committee of the ownership of\n     Mature Shares, valued at their Fair Market Value on the date of exercise;\n     in which event the Shares issued to the Optionee for the portion of any\n     Option so exercised by shall not exceed the number of Shares covered by the\n     such portion of the Option less the number of Shares for which proof of\n     ownership is submitted in full or partial payment; or\n\n          (iv) the Committee in its sole discretion may permit payment through\n     the sale of the Shares acquired on exercise of the Option through a\n     broker-dealer to whom the Optionee has submitted an irrevocable notice of\n     exercise and irrevocable instructions to deliver promptly to the Company\n     the amount of sale or loan proceeds sufficient to pay for\n\n                                       6\n\n\n     such Shares, together with, if requested by the Committee, the amount of\n     federal, state, local or foreign withholding taxes payable by Optionee by\n     reason of such exercise.\n\n     (h)  Incentive Stock Options. At the time of the grant of any Option, the\nCommittee may designate in the Award Agreement that such Option shall be an\nIncentive Stock Option, which shall be subject to the following terms and\nconditions.\n\n          (i) Option Term. The term of an Incentive Stock Option shall not\n     exceed 10 years (five years in the case of a 10% Owner) from the grant\n     date, and shall be subject to earlier termination as provided in the Plan\n     or in the applicable Award Agreement.\n\n          (ii) Option Price. The Option Price of an Incentive Stock Option shall\n     (1) not be less than 100% of the Fair Market Value on the grant date of the\n     Shares subject to the Option, or (2) in the case of a 10% Owner, not be\n     less than 110% of the Fair Market Value on the Grant Date of the Shares\n     subject to the Options.\n\n          (iii) $100,000 Limit. The aggregate Fair Market Value (determined as\n     of the time of grant) of the Shares with respect to which Incentive Stock\n     Options held by any Participant which are exercisable for the first time by\n     such Participant during any calendar year under the Plan (and under any\n     other benefit plans of the Company or of any parent or subsidiary\n     corporation of the Company) shall not exceed $100,000 or, if different, the\n     maximum limitation in effect at the time of grant under Section 422 of the\n     Code. To the extent the $100,000 Limit is exceeded, such Option shall be\n     deemed to be a Nonstatutory Stock Option.\n\n          (iv) Grant Date. Each Incentive Stock Option shall be granted within\n     10 years from the earlier of the date the Plan is adopted or the date the\n     Plan is approved by the stockholders of the Company.\n\n          (v) Disqualifying Disposition. Each Incentive Stock Option shall\n     require the holder of Shares issued upon exercise of such Incentive Stock\n     Options to notify the Committee of any disposition of such Shares under the\n     circumstances described in Section 421(b) of the Code (relating to certain\n     disqualifying dispositions), within 10 days of such disposition.\n\n          (vi) Nontransferability. Notwithstanding Section 12, a Participant may\n     not transfer an Incentive Stock Option otherwise than upon death by will or\n     under the applicable laws of descent and distribution or by designation of\n     a beneficiary pursuant to Section 12(a); and during the lifetime of the\n     Participant only the Participant may exercise an Incentive Stock Option.\n\n          (vii) Other Requirements. The terms of any Incentive Stock Option\n     shall comply in all respects with the provisions of Section 422 of the\n     Code.\n\n          (viii) Other Terms and Conditions. Except as otherwise provided in\n     this subsection, all the provisions of the Plan shall apply to Incentive\n     Stock Options.\n\n     (i)  Form of Settlement. In its sole discretion, the Committee may provide,\nat the time of grant, that the Shares to be issued upon an Option's exercise\nshall be in the form of\n\n                                       7\n\n\nRestricted Stock or other similar securities, or may reserve the right so to\nprovide after the time of grant.\n\n     (j)  Discretionary Share Withholding. The Committee in its sole discretion\nmay provide that when taxes are to be withheld in connection with the exercise\nof an Option by delivering Shares in payment of the exercise price, or an\nexercise of an SAR for stock, or upon the lapse of restrictions on Restricted\nStock received upon the exercise of an Option (the date on which such exercise\noccurs or such restrictions lapse hereinafter referred to as the \"Tax Date\"),\nthe Optionee may elect to make payment for the withholding of federal, state and\nlocal taxes, including Social Security and Medicare (\"FICA\") taxes, up to the\nOptionee's marginal tax rate, by one or both of the following methods:\n\n          (i) delivering part or all of the payment in previously-owned Mature\n     Shares (which shall be valued at their Fair Market Value on the Tax Date);\n\n          (ii) requesting the Company to withhold from those Shares that would\n     otherwise be received upon exercise of the Option, upon exercise of an SAR\n     for stock, or upon the lapse of restrictions on Restricted Stock, a number\n     of Shares having a Fair Market Value on the Tax Date equal to the amount to\n     be withheld.\n\nThe Committee in its sole discretion may provide that the amount of tax\nwithholding to be satisfied by withholding Shares from the Option exercise shall\nbe the minimum amount of taxes, including FICA taxes, required to be withheld\nunder federal, state and local law, or shall be the entire amount of taxes,\nincluding FICA taxes, required to be paid by Optionee under federal, state and\nlocal law. An election by Optionee under this subsection is irrevocable. Any\nfractional share amount and any additional withholding not paid by the\nwithholding or surrender of Shares must be paid in cash. If no timely election\nis made, cash must be delivered to satisfy all tax withholding requirements.\n\n     SECTION 7. STOCK APPRECIATION RIGHTS.\n\n     (a)  Issuance. The Committee may grant SARs to Participants either alone or\nin addition to other Awards granted under the Plan. Such SARs may, but need not,\nbe granted in connection with a specific Option granted under Section 6. Any SAR\nrelated to a Nonstatutory Stock Option may be granted at the same time such\nOption is granted or at any time thereafter before exercise or expiration of\nsuch Option. Any SAR related to an Incentive Stock Option must be granted at the\nsame time such Option is granted. The Committee may impose such conditions or\nrestrictions on the exercise of any SAR as it shall deem appropriate.\n\n     (b)  Award Agreements. Any SAR granted to a Participant under the Plan\nshall be evidenced by an Award Agreement in such form and the Committee may\napprove and shall contain such terms and conditions not inconsistent with other\nprovisions of the Plan as shall be determined from time to time by the\nCommittee.\n\n     (c)  Grant Price. The grant price of a SAR shall be determined by the\nCommittee in its sole discretion; provided that the grant price shall not be\nless than the lesser of 100% of the Fair Market Value of a Share on the date of\nthe grant of the SAR, or the Option Price under the Nonstatutory Stock Option to\nwhich the SAR relates.\n\n                                       8\n\n\n     (d)  Exercise and Payment. Upon the exercise of SARs, an Optionee shall be\nentitled to receive the value thereof. The Fair Market Value of a Share on the\ndate of exercise of SARs shall be determined in the same manner as the Fair\nMarket Value of a Share on the date of grant of an Option is determined. SARs\nshall be deemed exercised on the date written notice of exercise in a form\nacceptable to the Committee is received by the Secretary of the Company. Unless\nthe Award Agreement provides otherwise or reserves to the Committee or the\nParticipant or both the right to defer payment, the Company shall make payment\nin respect of any SAR within five days of the date the SAR is exercised. Any\npayment by the Company in respect of a SAR may be made in cash, Shares, other\nproperty, or any combination thereof, as the Committee, in its sole discretion,\nshall determine.\n\n     (e)  Grant of Limited Rights.\n\n          (i) The Committee in its sole discretion may grant Limited Rights upon\n     or after the grant of any Option under the Plan. Each Limited Right shall\n     be identified with a share of Stock subject to an Option of the Optionee.\n     The number of Limited Rights granted to a Optionee shall equal the number\n     of Shares subject to the Option with which such Limited Rights are\n     identified. Upon the exercise, expiration, termination, forfeiture, or\n     cancellation of an Optionee's Option, the Optionee's associated Limited\n     Rights shall terminate.\n\n          (ii) Limited Rights shall become exercisable upon the occurrence of a\n     Change of Control. Limited Rights shall be exercised by delivery to the\n     Company, within 90 days after the date of such Change of Control, of\n     written notice of intent to exercise specific Limited Rights. The exercise\n     of Limited Rights shall result in the cancellation of the Option with which\n     such Limited Rights are identified, to the extent of such exercise.\n\n          (iii) The Company shall notify all Optionees of the occurrence of a\n     Change of Control promptly after its occurrence, but any failure of the\n     Company so to notify shall not deprive any Optionee of any rights that\n     accrued as a result of a Change of Control. Any such failure of the Company\n     shall, if an Optionee does not otherwise know of the Change of Control,\n     automatically extend the 90-day period specified above until 90 days after\n     the Company notifies such Optionee or such Optionee otherwise knows of the\n     Change of Control, whichever first occurs, but in no event beyond the\n     maximum term of the identified Option specified in the applicable Award\n     Agreement.\n\n          (iv) Within five business days after the exercise of any Limited\n     Rights, the Company shall pay to the Optionee, in cash (except that the\n     Committee may cause the Company to pay such amount in Shares if it\n     determines that a payment in cash would cause transaction to be ineligible\n     for pooling of interests accounting), an amount equal to the difference\n     between (A) the Change of Control Value, and (B) the Option Price of the\n     Option.\n\n          (v) \"Change of Control Value\" means the greater of (A) the highest\n     Fair Market Value of a Share during the 180-day period preceding the date\n     of the Company's receipt of notice of exercise of Limited Rights, or (B)\n     the cash amount (or fair cash value, as determined by the Committee in its\n     sole discretion, of consideration other than cash),\n\n                                       9\n\n\n     payable in respect of a Share to holders of Shares in connection with the\n     Change of Control.\n\n     (g)  Other Limitations. The Committee may at any time impose any other\nlimitations upon the exercise of SARs which, in the Committee's sole discretion,\nare necessary or desirable in order for Participants to qualify for an exemption\nfrom Section 16(b) of the Exchange Act.\n\n     SECTION 8. RESTRICTED STOCK.\n\n     (a)  Issuance. The Committee may issue Restricted Stock Awards to\nParticipants, for no cash consideration or for such minimum consideration as may\nbe required by applicable law, either alone or in addition to other Awards\ngranted under the Plan. The granting of Restricted Stock shall take place on the\ndate the Committee determines to grant the Restricted Stock.\n\n     (b)  Registration. Any Restricted Stock may be evidenced in such manner as\nthe Committee in its sole discretion shall deem appropriate, including\nbook-entry registration or issuance of a stock certificate or certificates. In\nthe event any stock certificate is issued in respect of shares of Restricted\nStock awarded under the Plan, such certificate shall be registered in the name\nof the Participant, shall bear an appropriate legend referring to the terms,\nconditions, and restrictions applicable to such Award, and shall be held in\nescrow by the Company. The Participant shall execute a stock power or powers\nassigning the Shares of Restricted Stock back to the Company, which stock powers\nshall be held in escrow by the Company and used only in the event of the\nforfeiture of any of the Shares of Restricted Stock.\n\n     (c)  Forfeiture. Except as otherwise determined by the Committee, no\nRestricted Stock shall become free of restrictions prior to the date of the\nfirst anniversary of the grant of the Restricted Stock. Unrestricted Shares,\nevidenced in such manner as the Committee shall deem appropriate, shall be\nissued to the Optionee promptly upon lapse of the period of forfeiture, as\ndetermined or modified by the Committee.\n\n     (d)  Share Withholding. The Committee in its sole discretion may provide\nthat a Participant who recognizes income under the federal income tax by reason\nof the lapsing of restrictions on Shares of Restricted Stock may elect Share\nwithholding pursuant to Section 6(j).\n\n     SECTION 9. PERFORMANCE AWARDS.\n\n     (a)  Issuance. The Committee may issue Performance Awards to Participants,\nfor no cash consideration or for such minimum consideration as may be required\nby applicable law, either alone or in addition to other Awards granted under the\nPlan. Except as provided in Section 13, Performance Awards will be paid only\nafter the end of the relevant Performance Period. Performance Awards may be paid\nin cash, Shares, other property or any combination thereof, in the sole\ndiscretion of the Committee at the time of payment. Performance Awards may be\npaid in a lump sum or in installments following the close of the Performance\nPeriod or, in accordance with procedures established by the Committee, on a\ndeferred basis.\n\n     (b)  Performance Measures. Unless and until the Committee proposes for\nstockholder vote and stockholders approve a change in the general performance\nmeasures set forth in this Section, the attainment of which shall determine the\ndegree of payout and\/or vesting with respect\n\n                                       10\n\n\nto Awards, the performance measure(s) to be used for purposes of such Awards\nshall be chosen from among the following:\n\n          (i) Earnings either in the aggregate or on a per-share basis, before\n     or after taxes, before or after depreciation and amortization, and before\n     or after interest expense;\n\n          (ii) Net income (before or after taxes);\n\n          (iii) Operating income;\n\n          (iv) Cash flow;\n\n          (v) Return measures (including return on assets, equity, or sales);\n\n          (vi) Share price (including growth measures and total stockholder\n     return or attainment by the Shares of a specified value for a specified\n     period of time);\n\n          (vii) Reductions in expense levels in each case where applicable\n     determined either in a Company-wide basis or in respect of any one or more\n     business units;\n\n          (viii) Net economic value; or\n\n          (ix) Economic value added.\n\n     The degree of attainment of the preestablished performance goals required\nfor an Award and the amounts of Awards may not be adjusted after the Award is\ngranted, except that the Committee may retain the discretion to decrease the\namount of an Award.\n\n     SECTION 10. OTHER STOCK UNIT AWARDS.\n\n     (a)  Stock and Administration. The Committee may grant other Awards of\nShares and other Awards that are valued in whole or in part by reference to, or\nare otherwise based on, Shares or other property (\"Other Stock Unit Awards\")\nhereunder to Participants, either alone or in addition to other Awards granted\nunder the Plan. Other Stock Unit Awards may be paid in Shares, cash or any other\nform of property as the Committee shall determine. Subject to the provisions of\nthe Plan, the Committee shall have sole and complete authority to determine the\nEmployees to whom and the time or times at which such Awards shall be made, the\nnumber of Shares to be granted pursuant to such Awards, and all other conditions\nof the Awards, which may include attainment of goals based upon the performance\nmeasures set forth in Section 9(b). The provisions of Other Stock Unit Awards\nneed not be the same with respect to each recipient.\n\n     (b)  Terms and Conditions. Subject to the provisions of this Plan and any\napplicable Award Agreement, Shares subject to Awards made under this Section 10\nmay not be sold, assigned, transferred, pledged or otherwise encumbered prior to\nthe date on which the Shares are issued, or, if later, the date on which any\napplicable restriction, performance or deferral period lapses. Shares granted\nunder this Section 10 may be issued for no cash consideration or for such\nminimum consideration as may be required by applicable law.\n\n                                       11\n\n\n     SECTION 11. TERMINATION OF EMPLOYMENT. Except as otherwise provided in this\nSection, all Awards not vested shall terminate upon a Participant's Termination\nof Employment. For purposes of this Section, a Participant's Termination of\nEmployment occurs on the last day on which the Participant performs services as\nan Employee; or if earlier on the date on which an Affiliate which employs the\nParticipant ceases to be an Affiliate (unless the Participant continues to be\nemployed by the Company or an Affiliate which continues to be an Affiliate).\n\n     (a)  Options and SARs.\n\n          (i) Except as otherwise provided in this Section, upon a Participant's\n     Termination of Employment, all Options and SARs not vested and exercisable\n     immediately before such Termination of Employment shall terminate and no\n     Option or SAR may be exercised after such Termination of Employment.\n\n          (ii) If Termination of Employment occurs for a reason other than\n     retirement, death, disability or cause, Options and SARs which were vested\n     and exercisable immediately before such Termination of Employment shall\n     remain exercisable for a period of 90 days following such Termination of\n     Employment (but not for more than 10 years from the grant date of the\n     Option) and shall then terminate.\n\n          (iii) If Termination of Employment occurs by reason of retirement,\n     death or disability, Options and SARs which were vested and exercisable\n     immediately before such Termination of Employment shall remain exercisable\n     for a period of one year following such Termination of Employment (but not\n     for more than 10 years from the grant date of the Option) and shall then\n     terminate.\n\n     (b)  Restricted Stock. Except as otherwise provided in this Section, upon a\nParticipant's Termination of Employment, all Shares of Restricted Stock still\nsubject to restrictions shall be forfeited by the Participant (and the\nParticipant shall sign any document and take any other action required to assign\nsuch Shares back to the Company) and reacquired by the Company.\n\n     (c)  Performance Awards:\n\n          (i) If Termination of Employment occurs during a Performance Period\n     for a reason other than retirement, disability or death, all Performance\n     Awards shall be forfeited upon such Termination of Employment.\n\n          (ii) If Termination of Employment occurs during a Performance Period\n     by reason of retirement, disability or death, the Participant shall be\n     entitled to payment at or after conclusion of the Performance Period in\n     accordance with the terms of the Award of that portion of the Performance\n     Award equal to the amount that would be payable if the Participant\n     continued in employment for the remainder of the Performance Period\n     multiplied by a fraction, the numerator of which is the number of days in\n     the Performance Period preceding such Termination of Employment and the\n     denominator of which is the total number of days in the Performance Period.\n\n     (d)  Waiver by Committee. Notwithstanding the foregoing provisions of this\nSection, the Committee may in its sole discretion as to all or part of any Award\nas to any Participant, at\n\n                                       12\n\n\nthe time the Award is granted or thereafter, determine that Awards shall become\nexercisable or vested upon a Termination of Employment, determine that Awards\nshall continue to become exercisable or vested in full or in installments after\nTermination of Employment, extend the period for exercise of Options or SARs\nfollowing Termination of Employment (but not beyond 10 years from the date of\ngrant of the Option or SAR), or provide that any Performance Award shall in\nwhole or in part not be forfeited upon such Termination of Employment.\n\n     SECTION 12. TRANSFERABILITY OF AWARDS.\n\n     (a)  No Award shall be transferable by the Participant otherwise than upon\ndeath by will or under the applicable laws of descent and distribution; except\nthat a Participant may, by written instrument in a manner specified by the\nCommittee in the Award Agreement or thereafter, designate in writing a\nbeneficiary to exercise an Option or otherwise receive payment under any Award\nafter the death of the Participant. The Committee in its sole discretion may\nauthorize the transfer of a Nonstatutory Stock Option for no consideration to a\nPermitted Transferee.\n\n     (b)  Following the transfer of an Option to a Permitted Transferee, the\nPermitted Transferee shall have all of the rights and obligations of the\nParticipant to whom the Option was granted and such Participant shall not retain\nany rights with respect to the transferred Option, except that (i) the payment\nof any tax attributable to the exercise of the Option shall remain the\nobligation of the Participant, and (ii) the period during which the Option shall\nbecome exercisable or remain exercisable under Section 11 shall depend on the\nemployment status of the original Optionee.\n\n     (c)  If for any reason an Option or SAR is exercised by a person other than\nthe original Participant, or payment or distribution under any other Award is to\nbe made to a person other than the original Participant, the person exercising\nor receiving payment or distribution under such Award shall, as a condition to\nsuch exercise or receipt, supply the Committee with such evidence as the\nCommittee may reasonably require to establish the identity of such person and\nsuch person's right to exercise or receive payment or distribution under such\nAward.\n\n     (d)  No Award shall be assigned, negotiated or pledged in any way (whether\nby operation of law or otherwise) except as permitted by Section 12(a), and no\nAward shall be subject to execution, attachment or similar process.\n\n     SECTION 13. CHANGE IN CONTROL.\n\n     (a)  In order to maintain the Participants' rights in the event of any\nChange in Control of the Company, as hereinafter defined, the Committee, as\nconstituted before such Change in Control, may, in its sole discretion, as to\nany Award, either at the time an Award is made or any time thereafter, take any\none or more of the following actions: (i) provide for the acceleration of any\ntime periods relating to the exercise or realization of any such Award so that\nsuch Award may be exercised or realized in full on or before a date fixed by the\nCommittee; (ii) provide for the purchase of any such Award with or without the\nParticipant's consent for an amount of cash equal to the amount that could have\nbeen attained upon the exercise of such Award or realization of the\nParticipant's rights had such Award been currently exercisable or payable or\nexercisable or payable during a stipulated period prior to the Change of\nControl; (iii) make such adjustment to\n\n                                       13\n\n\nany such Award then outstanding as the Committee deems appropriate to reflect\nsuch Change in Control; or (iv) cause any such Award then outstanding to be\nassumed, or new rights substituted therefor, by the acquiring or surviving\ncorporation after such Change in Control. The Committee may, in its discretion,\ninclude such further provisions and limitations respecting a Change in Control\nin any Award Agreement as it may deem equitable and in the best interests of the\nCompany.\n\n     (b)  A \"Change in Control\" shall be deemed to have occurred if:\n\n          (i) for any reason at any time less than 75% of the members of the\n     Board shall be individuals who fall into any of the following categories:\n     (A) individuals who were members of the Board on the Effective Date; or (B)\n     individuals whose election, or nomination for election by the Company's\n     stockholders (other than an election or nomination of an individual (an\n     \"Excluded Individual\") whose initial assumption of office ins in connection\n     with an actual or threatened \"election contest\" relating to the election of\n     the directors of the Company (as such term is used in Rule 14a-11 under the\n     Exchange Act), a \"tender officer\" (as such term is used in Section 14(d) of\n     the Exchange Act) or a proposed transaction described in (iii) below) was\n     approved by a vote of at least 75% of the members of the Board then still\n     in office who were members of the Board on the Effective Date; or (C)\n     individuals (other than Excluded Individuals) whose election, or nomination\n     for election, by the Company's stockholders, was approved by a vote of at\n     least 75% of the members of the Board then still in office who were elected\n     in the manner described in (A) or (B) above; or\n\n          (ii) any \"person\" (as such term is used in Sections 13(d) and 14(d)(2)\n     of the Exchange Act) or \"group\" (as such term is defined in Sections\n     3(a)(9) and 13(d)(3) of the Exchange Act) shall have become after the\n     Effective Date, according to a public announcement or filing, the\n     \"beneficial owner\" (as defined in Rule 13d-3 under the Exchange Act),\n     directly or indirectly, of securities of the Company representing 35% or\n     more (calculated in accordance with Rule 13d-3) of the combined voting\n     power of the Company's then outstanding voting securities; or\n\n          (iii) the stockholders of the Company shall have approved a merger,\n     consolidation or dissolution of the Company, or a sale, lease, exchange or\n     disposition of all or substantially all of the Company's assets, if persons\n     who were the beneficial owners of the combined voting power of the\n     Company's voting securities immediately before any such merger,\n     consolidation, dissolution, sale, lease, exchange or disposition do not\n     immediately thereafter beneficially own, directly or indirectly, in\n     substantially the same proportions, more than 60% of the combined voting\n     power of the corporation resulting from any such transaction.\n\n     (c)  Notwithstanding any other provision of the Plan to the contrary, (i)\nin the event that the consummation of a Change in Control is contingent on using\npooling of interests accounting methodology; the Committee may take any action\nnecessary to preserve the use of pooling of interests accounting, and (ii) if\nthe Committee determines, in its discretion exercised prior to a sale or merger\nof the Company (whether or not in connection with a Change in Control) that in\nthe Committee's judgment is reasonably likely to occur, that the exercise of\nAwards would preclude the use of pooling-of-interests accounting (\"pooling\")\nafter the\n\n                                       14\n\n\nconsummation of such sale or merger and that such preclusion of pooling would\nhave a material adverse effect on such sale or merger, the Committee may (A)\nunilaterally cancel such Awards prior to the sale or merger in consideration for\nreasonably equivalent value, (B) cause the Company to pay the benefit\nattributable to such Awards in the form of Shares if the Committee determines\nthat such payment would not cause the transaction to become ineligible for\npooling, (C) defer the payment, distribution or exercise date of any Award, or\n(D) substitute another form of Award of reasonably equivalent value; in each\ncase to the extent that the Committee determines that such cancellation,\npayment, deferral or substitution would not cause the transaction to become\nineligible for pooling; and only in each case to the minimum extent reasonably\nnecessary to cause the transaction to become eligible for pooling.\n\n     SECTION 14. AMENDMENTS AND TERMINATION. The Board may amend, alter or\ndiscontinue the Plan, but no amendment, alteration, or discontinuation shall be\nmade that would impair the rights of a Participant under an Award theretofore\ngranted without the Participant's consent except as required to comply with\nsecurities, tax or other laws.\n\n     The Committee may amend the terms of any Award theretofore granted,\nprospectively or retroactively, but no such amendment shall adversely affect the\nrights of any Participant without the Participant's consent, except as provided\nin subsection 9(b) or subsection 12(c) or except as required to comply with\nsecurities, tax or other laws. The Committee may also substitute new Awards for\nAwards previously granted to Participants, including previously-granted Options\nhaving higher Option prices.\n\n     SECTION 15. GENERAL PROVISIONS.\n\n     (a)  The term of each Award shall be for such period of months or years\nfrom the date of its grant as may be determined by the Committee; provided that\nin no event shall the term of any Option or any SAR exceed a period of 10 years\nfrom the date of its grant.\n\n     (b)  No Employee or Participant shall have any claim to be granted any\nAward under the Plan and there is no obligation for uniformity of treatment of\nEmployees or Participants under the Plan.\n\n     (c)  The prospective recipient of any Award under the Plan shall not, with\nrespect to such Award, be deemed to have become a Participant, or to have any\nrights with respect to such Award, until and unless the Committee shall have\nexecuted an Award Agreement evidencing the Award and delivered a fully executed\ncopy thereof to the Participant.\n\n     (d)  Nothing contained in the Plan or in any Award Agreement shall confer\nupon any Participant any right with respect to continuance of employment by the\nCompany or its Affiliates, nor interfere in any way with the right of the\nCompany or its Affiliates to terminate the Participant's employment or change\nthe Participant's compensation at any time.\n\n     (e)  All certificates for Shares delivered under the Plan pursuant to any\nAward shall be subject to such stock-transfer orders and other restrictions as\nthe Committee may deem advisable under the rules, regulations, and other\nrequirements of the Securities and Exchange Commission, any stock exchange upon\nwhich the Shares are then listed, and any applicable Federal or state securities\nlaw, and the Committee may cause a legend or legends to be put on any such\ncertificates to make appropriate reference to such restrictions.\n\n                                       15\n\n\n     (f)  Receipt of an Option or other Award shall not entitle any Participant\n(or Permitted Transferee) to any rights as a shareholder of the Company unless\nand until such Option has been exercised or such other Award shall have been\npaid and the Shares purchased or paid thereunder shall have been issued;\nprovided, however, that:\n\n          (i) Subject to the provisions of this Plan and any Award Agreement,\n     the recipient of an Award (including any deferred Award) may, if so\n     determined by the Committee, be entitled to receive, currently or on a\n     deferred basis, dividends with respect to the number of Shares covered by\n     the Award or interest on the amount of an Award not denominated in Shares\n     as determined by the Committee, in its sole discretion, and the Committee\n     may provide that such amounts (if any) shall be deemed to have been\n     reinvested in additional Shares or otherwise reinvested; and\n\n          (ii) The recipient of a Restricted Stock Award shall be entitled to\n     all rights of a shareholder of the Company upon issuance of such Restricted\n     Stock pursuant to Section 8(b) except to the extent otherwise provided in\n     the restrictions or other provisions of the Award Agreement pursuant to\n     which such Restricted Stock Award is made.\n\n     (g)  Except as otherwise required in any applicable Award Agreement or by\nthe terms of the Plan, recipients of Awards under the Plan shall not be required\nto make any payment or provide consideration other than the rendering of\nservices.\n\n     (h)  In the event of any merger, reorganization, consolidation,\nrecapitalization, stock dividend, stock split, spin-off or other change in\ncorporate structure affecting the Shares, such adjustment shall be made in the\naggregate number and class of Shares which may be delivered under the Plan, in\nthe number, class and option price of Shares subject to outstanding Options\ngranted under the Plan, and in the value of, or number or class of Shares\nsubject to, Awards granted under the Plan as may be determined to be appropriate\nby the Committee, in its sole discretion, provided that the number of Shares\nsubject to any Award shall always be a whole number. The grant of Awards shall\nnot affect in any way the right or power of the Company to make adjustments,\nreclassifications, reorganizations or changes in its capital or business\nstructure or to merge or to consolidate or to dissolve, liquidate, or sell or\ntransfer all or any part of its business or assets.\n\n     (i)  The Company is authorized to withhold from any Award granted or\npayment due under the Plan or any other amount owing from the Company to the\nParticipant (whether or not for payment of compensation) the amount of\nwithholding taxes due with respect to an Award or payment hereunder and to take\nsuch other action as may be necessary in the opinion of the Company to satisfy\nall obligations for the payment of such taxes. The Company shall also be\nauthorized to accept the delivery of shares by a Participant in payment for the\nwithholding of federal, state and local taxes up to the Participant's marginal\ntax rates.\n\n     (j)  The validity, construction, and effect of the Plan and any rules and\nregulations relating to the Plan shall be determined in accordance with the laws\nof the State of Delaware.\n\n     (k)  If any provision of this Plan is or becomes or is deemed invalid,\nillegal or unenforceable in any jurisdiction, or would disqualify the Plan or\nany Award under any law deemed applicable by the Committee, such provision shall\nbe construed or deemed amended to\n\n                                       16\n\n\nconform to applicable laws or if it cannot be construed or deemed amended\nwithout, in the determination of the Committee, materially altering the intent\nof the Plan, it shall be stricken and the remainder of the Plan shall remain in\nfull force and effect.\n\n     (l)  All obligations of the Company under the Plan shall be binding on any\nsuccessor to the Company.\n\n     (m)  The adoption of this Plan shall not amend or terminate the Company's\npreviously adopted stock option plans (the \"Prior Plans\") or any outstanding\noption or other award thereunder; and the aggregate number of Shares available\nunder Section 4 shall not be increased or reduced by Shares available under the\nPrior Plans as of the Effective Date.\n\n     SECTION 16. TERM OF PLAN. No Award shall be granted pursuant to the Plan\nafter 10 years from the Effective Date, but any Award theretofore granted may\nextend beyond that date.\n\n\n\n\n                                       17\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8750],"corporate_contracts_industries":[9393],"corporate_contracts_types":[9539,9545],"class_list":["post-38445","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-salton-inc","corporate_contracts_industries-consumer__appliances","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\/38445","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=38445"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38445"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38445"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38445"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}