ALTR » Topics » 10. AWARD GRANTS TO NON-EMPLOYEE DIRECTORS.

This excerpt taken from the ALTR 10-Q filed Aug 5, 2008.

10. AWARD GRANTS TO NON-EMPLOYEE DIRECTORS.

10.1 Eligibility. Non-Employee Directors are eligible to receive annual grants of any type of Award, except ISOs, offered under this Plan pursuant to this Section 10. Notwithstanding the limitations set forth below in Section 10.2, Non-Employee Directors are also eligible to receive Awards pursuant to Sections 5, 6, 7, 8 and 9 hereof.

 

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10.2 Initial Grant. Each Non-Employee Director upon first becoming a member of the Board may be granted, as determined by the Committee (i) up to a maximum number of Shares subject to an RSU and/or Restricted Stock grant having an aggregate Fair Market Value equal to $300,000, as measured on the date of grant, or (ii) up to a maximum aggregate number of 40,000 Shares subject to an Option and/or SAR.

10.3 Succeeding Grant. Each Non-Employee Director may be granted on an annual basis, as determined by the Committee (i) up to a maximum number of Shares subject to an RSU and/or Restricted Stock grant having an aggregate Fair Market Value equal to $150,000, as measured on the date of grant, or (ii) up to a maximum aggregate number of 20,000 Shares subject to an Option and/or SAR.

10.4 Form and Timing of Settlement of RSUs. To the extent permissible under applicable law, the Committee may permit a Non-Employee Director to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code (or any successor) and any regulations or rulings promulgated thereunder. Payment may be made in the form of cash or whole Shares or a combination thereof in a lump sum payment, all as the Committee determines.

10.5 Vesting and Exercisability. In the event of a Corporate Transaction, the vesting of all Awards granted to Non-Employee Directors pursuant to this Section 10 will accelerate and such Awards will become exercisable (to the extent applicable) in full prior to the consummation of such event at such time and on such conditions as the Committee determines, and if such Awards are not exercised (to the extent applicable) on or prior to the consummation of the Corporate Transaction, they shall terminate.

10.5 Post-Termination Exercise Period. Except as provided in Section 10.5 or this Section 10.5, each Option granted under this Section 10 shall expire ten years after its date of grant. The date on which the Non-Employee Director ceases to be a member of the Board or a consultant of the Company shall be referred to as the “Non-Employee Director Termination Date” for purposes of this Section 10.5. An Option may be exercised after the Non-Employee Director Termination Date only as set forth below:

(a) Termination Generally. If the Non-Employee Director ceases to be a member of the Board or consultant of the Company for any reason except death, Disability or Non-Employee Director Retirement, then each Option, to the extent then vested and exercisable pursuant to Section 10.4 above, then held by such Non-Employee Director may be exercised by the Non-Employee Director within 60 days after the Non-Employee Director Termination Date, unless a different period of time is specifically set forth in the Non-Employee Director’s Award Agreement; provided that no Option may be exercised after its Expiration Date.

(b) Death or Disability. If the Non-Employee Director ceases to be a member of the Board or consultant of the Company because of his or her Disability or death, then each Option granted hereunder, to the extent then vested and exercisable, may be exercised no later than twelve months after the Termination Date in the case of Termination due to Disability or death or if a Participant dies within 30 days of the Termination Date, unless a longer time period is specifically set forth in the Participant’s Award Agreement; provided that no Option may be exercised after the Expiration Date of the Option.

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