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Title: |
Directors' Incentive Plan [2000] |
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Date: |
2000 |
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Preview shows 7KB of 27KB total |
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$36 |
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ID: |
#340936 |
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CERTICOM CORP.
2000 DIRECTORS' INCENTIVE PLAN
1. Purposes of the Plan. The purposes of this Directors' Incentive Plan
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are to attract and retain the best available individuals to serve as Directors
of the Company and to encourage their continued service on the Board. All
Options granted hereunder shall be "nonstatutory stock options" for United
States federal income tax purposes and shall be issued pursuant to the terms of
the Plan and at the discretion of the Board. Common Shares, which are separate
from Options, may be issued hereunder and shall be issued pursuant to the terms
of the Plan and at the discretion of the Board. Common Shares and Options may be
issued hereunder to Directors for services as members of the Board or a
committee thereof or for consulting or employment services provided by a
Director to the Company in a capacity other than as a member of the Board or a
committee thereof.
2. Definitions. As used herein, the following definitions shall apply:
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(a) "Board" means the Board of Directors of the Company.
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(b) "Change of Control" means a sale of all or substantially all of
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the Company's assets, or any merger or consolidation of the Company with or into
another corporation other than a merger or consolidation in which the holders of
more than 50% of the shares of capital stock of the Company outstanding
immediately prior to such transaction continue to hold (either by the voting
securities remaining outstanding or by their being converted into voting
securities of the surviving entity) more than 50% of the total voting power
represented by the voting securities of the Company, or such surviving entity,
outstanding immediately after such transaction. A "Change of Control" shall also
occur if a single party and its affiliates (as defined in Rule 12b-2 promulgated
pursuant to the Exchange Act) acquires capital stock of the Company representing
more than 50% of the voting securities of the Company.
(c) "Code" means the U.S. Internal Revenue Code of 1986, as amended.
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(d) "Common Shares" means the common shares of the Company.
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(e) "Company" means Certicom Corp., a corporation organized under the
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laws of the Yukon Territory or any successor entity thereto.
(f) "Continuous Status as a Director" means the absence of any
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interruption or termination of service as a Director.
(g) "Corporate Transaction" means a sale of all or substantially all
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of the Company's assets, or a merger, consolidation or other capital
reorganization of the Company with or into another corporation.
-1-
{PAGE}
(h) "Director" means a member of the Board.
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(i) "Disability" means total and permanent disability as defined in
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Section 22(e)(3) of the Code.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
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amended.
(k) "Fair Market Value" per Share at any date shall be the closing
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price of the Shares on the Nasdaq National Market (the "NNM") (or if the Shares
are not then listed and posted for trading on the NNM, on such stock exchange on
which such Shares are then listed and posted for trading as may be selected for
such purpose by the Board) on the trading day immediately preceding the Grant
Date or, in the event of a measurement of Share price pursuant to Section 7(c),
the trading day immediately preceding the surrender of the Shares. In the event
that the Shares are not listed and posted for trading on the NNM or any stock
exchange, the Fair Market Value shall be determined by the Board in its sole
discretion. Notwithstanding the preceding, in the event that the Shares are
listed in a currency other than U.S. dollars, the Fair Market Value shall be
converted into U.S. dollars from such currency based on the New York foreign
exchange mid-range rates applying to trading among banks in the amounts of $1
million or more as quoted at 4 p.m., New York time, on the trading day preceding
the Grant Date (or in the event of a measurement of Share price pursuant to
Section 7(c), the date prior to the surrender of the Shares) as reported by
Reuters and other sources or, if not available, such other exchange rate as
determined by the Board in its sole discretion.
(l) "Grant Date" means, with respect to an Option, the date on which
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the Option is granted to the Director in accordance with Section 4 of the Plan.
(m) "Option" means a stock option granted pursuant to the Plan.
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(n) "Optioned Shares" means the Common Shares subject to an Option.
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(o) "Optionee" means a Director who receives an Option.
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(p) "Outside Director" means a member of the Board who is not also
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employed by the Company on a full-time basis. The payment of fees and other
consideration for service on the Board and its committees shall not be
sufficient in and of itself to constitute "employment" by the Company. A
Director will not be deemed to be employed by the Company on a full-time basis
if he or she is customarily employed for twenty hours or less per week or for
five months or less in a calendar year. Consultants who are not eligible to
participate in the Company's Employee Stock Purchase Plan will not be deemed to
be employed by the Company on a full-time basis.
(q) "Plan" means this 2000 Directors' Incentive Plan.
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