1997 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
Published on June 12, 1997
EXHIBIT 10.5
SCM MICROSYSTEMS, INC.
1997 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
1. Purposes of the Plan. The purposes of this Plan are:
- to attract and retain the best available personnel for positions
of substantial responsibility,
- to provide additional incentive to French Employees, and
- to promote the success of the Company's business and the business
of its French subsidiary.
This Plan is a sub-plan created under and pursuant to the U.S. Plan.
Options shall be granted under the Plan at the discretion of the Administrator
from the pool of available shares under the U.S. Plan, and are intended to
qualify for preferred treatment under French tax laws. Unless otherwise defined
herein, the terms defined in the U.S. Plan shall have the same defined meanings
in this Plan, and, except as otherwise provided herein, Options granted under
this Plan shall be subject to the terms and conditions of the U.S. Plan.
2. Definitions. As used herein, the following definitions shall
apply:
(a) "Disability" means total and permanent disability, as
defined under Applicable Laws.
(b) "Employee" means any person employed by a Subsidiary in a
salaried position, who does not own more than 10% of the voting power of all
classes of stock of the Company, or any Parent or Subsidiary, and who is a
resident of the Republic of France.
(c) "Fair Market Value" means, as of any date, the dollar
value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market of the Nasdaq Stock Market, its Fair Market Value shall
be the average quotation price for the last 20 days preceding the date of
determination for such stock (or the average closing bid for such 20 day period,
if no sales were reported) as quoted on such exchange or system and reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;
(ii) If the Common Stock is quoted on the Nasdaq Stock
Market (but not on the Nasdaq National Market thereof) or regularly quoted by a
recognized securities dealer but
selling prices are not reported, its Fair Market Value shall be the mean between
the high bid and low asked prices for the Common Stock for the last 20 days
preceding the date of determination; or
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.
(d) "Option Price" means the per share price for exercising an
Option, determined in accordance with subsection 8(a) of the Plan.
(e) "Plan" means this SCM Microsystems, Inc. 1997 Stock Plan
for French Employees.
(f) "U.S. Plan" means the SCM Microsystems, Inc. 1997 Stock
Plan.
3. Stock Subject to the Plan. The maximum aggregate number of Shares
that may be optioned and sold under the Plan is the available pool of Shares
under the U.S. Plan. However, at no time shall the total number of Options
outstanding which may be exercised for newly issued Shares of Common Stock
exceed that number equal to one-third of the Company's voting stock, whether
preferred stock of the Company or Common Stock. The Shares may be authorized,
but unissued, or reacquired Common Stock. If any Optioned Stock is to consist of
reacquired Shares, such Optioned Stock must be purchased by the Company prior to
the date of grant of the corresponding Option and must be reserved and set aside
for such purpose.
If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant under the Plan (unless the Plan has
terminated) or the U.S. Plan.
4. Reporting to the Shareholders' Meeting. In its annual proxy
statement to the shareholders, the Board shall inform the shareholders as to the
number and price of the Options granted hereunder, and as to the Shares
purchased upon exercise of such Options.
5. Eligibility. Options may be granted only to Employees; provided,
however, that the President Directoire General, the Directoire General and other
directors who are also Employees of a Subsidiary may be granted Options.
6. Term of Plan. The Plan shall become effective as of the date of
its adoption by the Board. It shall continue in effect until the termination of
the U.S. Plan or the date five (5) years from the date of its adoption,
whichever is sooner, unless terminated earlier under Section 10 of the Plan.
7. Term of Option. The term of each Option shall be as stated in the
Option Agreement; provided, however, that subject to Section 9(d) hereof, the
maximum term of an Option shall not exceed ten (10) years from the date of grant
of the Option.
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8. Option Price and Consideration.
(a) Option Price. The Option Price for the Shares to be issued
pursuant to exercise of an Option shall be one hundred percent (100%) of the
Fair Market Value on the date the Option is granted. The Option Price shall not
be modified while the Option is outstanding.
(b) Form of Consideration. The Administrator shall determine
the acceptable form of consideration for exercising an Option, including the
method of payment. Such consideration may consist of:
(i) cash or check (denominated in U.S. Dollars);
(ii) wire transfer (denominated in U.S. Dollars);
(iii) consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan; or
(iv) any combination of the foregoing methods of
payment.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement. An Option may not be exercised for a
fraction of a Share. An Option shall be deemed exercised when the Subsidiary
receives:
(i) written notice of exercise (in accordance with the
Option Agreement and in the form attached hereto as Exhibit A) from the person
entitled to exercise the Option;
(ii) full payment for the Shares with respect to which
the Option is exercised; and
(iii) a written subscription agreement to the Shares (in
accordance with the Option Agreement and in the form attached hereto as Exhibit
B) from the person entitled to exercise the Option.
Full payment may consist of any consideration and method
of payment authorized by the Administrator and permitted by the Option Agreement
and the Plan, and shall be deemed to be definitively made upon receipt of the
payment by the Subsidiary.
(b) Termination of Employment Relationship. In the event that
an Optionee's status as an Employee terminates (other than upon the Optionee's
death or Disability), the Optionee may exercise his or her Option, but only
within thirty (30) days (or such other period of time not
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exceeding three (3) months as is determined by the Administrator), and only to
the extent that the Optionee was entitled to exercise it at the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). If, at the date of termination,
the Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(c) Disability of Optionee. In the event that an Optionee's
status as an Employee terminates as a result of the Optionee's Disability, the
Optionee may exercise his or her Option at any time within six (6) months from
the date of such termination, but only to the extent that the Optionee was
entitled to exercise it at the date of such termination (but in no event later
than the expiration of the term of such Option as set forth in the Option
Agreement). If, at the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.
(d) Death of Optionee. In the event of the death of an
Optionee while an Employee, the Option may be exercised at any time within six
(6) months following the date of death by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent that the Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan. If, after death, the Optionee's
estate or a person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall immediately
revert to the Plan.
10. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Administrator may at any
time amend, alter, suspend or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws. Such shareholder approval, if required, shall be obtained
in such a manner and to such a degree as is required by the Applicable Laws.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
a representative of the Administrator.
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SCM MICROSYSTEMS, INC.
1997 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the U.S. Plan and
the 1997 Plan for French Employees shall have the same defined meanings in this
Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
Optionee's Name and Address: ___________________________________
___________________________________
___________________________________
You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Stock Option Agreement,
as follows:
Date of Grant ___________________________________
Vesting Commencement Date ___________________________________
Exercise Price per Share $__________________________________
Total Number of Shares Granted ___________________________________
Total Exercise Price $__________________________________
Term/Expiration Date: ___________________________________
Vesting Schedule:
This Option may be exercised, in whole or in part, in accordance with
the following schedule: 25% of the shares subject to the option shall vest
twelve (12) months after the vesting commencement date and 1/48 of the shares
subject to the option shall vest each month thereafter.
Termination Period:
This Option may be exercised for thirty (30) days after termination of
the employment relationship, or such longer period as may be applicable upon
death or Disability of Optionee as provided in the Plan.
II. AGREEMENT
1. Grant of Option. The Board of the Company hereby grants to the
Optionee named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee"), an option (the "Option") to purchase the number of Shares set forth
in the Notice of Grant, at the exercise price (the "Exercise Price"), per share
set forth in the Notice of Grant subject to the terms and conditions of the
Plan, which is incorporated herein by reference. Subject to Section 10(c) of the
Plan, in the event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Option Agreement, the terms and conditions
of the Plan shall prevail.
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event of
Optionee's death, Disability or other termination of Optionee's employment
relationship, the exercisability of the Option is governed by the applicable
provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of
an exercise notice to the Subsidiary, in the form attached as Exhibit A (the
"Exercise Notice"), which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the
"Exercised Shares"), by delivery of a subscription agreement to the Subsidiary,
in the form attached as Exhibit B (the "Subscription Agreement") and such other
representations and agreements as may be required by the Company or the
Subsidiary. Until such Shares are issued, no right to vote or receive dividends
or any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue to
the Optionee (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date of issuance, except as provided in Section
13 of the U.S. Plan. The Exercise Notice and Subscription Agreement shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Subsidiary. The Exercise Notice and Subscription Agreement
shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by
the Subsidiary of such fully executed Exercise Notice and Subscription Agreement
accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares are then
listed. Assuming such compliance, for income tax purposes the Exercised Shares
shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.
3. Method of Payment. Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the
Optionee:
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(a) cash or check (denominated in U.S. Dollars);
(b) wire transfer (denominated in U.S. Dollars);
(c) consideration received by the Company under a formal
cashless exercise program adopted by the Company in connection with the Plan; or
4. Non-Transferability of Option. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by the Optionee. The
terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Option Agreement.
OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE
COMPANY'S STOCK OPTION PLAN, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE
COMPANY OR THE SUBSIDIARY.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement.
OPTIONEE: SCM MICROSYSTEMS, INC.
_____________________________ ________________________________
Signature By
_____________________________ ________________________________
Print Name Title
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EXHIBIT A
SCM MICROSYSTEMS, INC.
1997 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
EXERCISE NOTICE
SCM Microsystems, Inc.
__________________________________
__________________________________
__________________________________
Attention: General Secretary
1. Exercise of Option. Effective as of today, ___________, 199__,
the undersigned ("Optionee") hereby elects to purchase _________ shares (the
"Shares") of the Common Stock of SCM Microsystems, Inc. (the "Company") under
and pursuant to the 1997 Stock Plan for French Employees (the "Plan") and the
Stock Option Agreement dated ___________ (the "Option Agreement"). The purchase
price for the Shares shall be $__________, as required by the Option Agreement.
2. Delivery of Payment. Optionee herewith delivers to the Company
the full purchase price for the Shares.
3. Representations of Optionee. Optionee acknowledges that Optionee
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.
4. Rights as Shareholder. Until issuance of the Shares, no right to
vote or receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option.
5. Tax Consultation. Optionee represents that Optionee has
consulted with any tax consultants Optionee deems advisable in connection with
the purchase or disposition of the Shares and that Optionee is not relying on
the Company for any tax advice.
6. Entire Agreement; Governing Law. The Plan and Option Agreement
are incorporated herein by reference. This Agreement, the Plan, the Option
Agreement and the Subscription Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof,
and such agreement is governed by the laws of California
and the United States of America except for that body of laws pertaining to
conflict of laws.
Submitted by: Accepted by:
OPTIONEE: SCM MICROSYSTEMS, INC.
_________________________________ ___________________________________
Signature By
_________________________________ ___________________________________
Print Name Title
Address:
________________________________
________________________________
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EXHIBIT B
SCM MICROSYSTEMS, INC.
1997 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
SUBSCRIPTION AGREEMENT
SCM Microsystems, Inc.
______________________
______________________
______________________
Attention: General Secretary
1. Amount and Terms of the Subscription
In conformity with the Stock Plan promulgated for the French
employees (the "Plan") of SCM Microsystems, Inc. (the "Company"), Options to
subscribe to Shares of Common Stock (the "Shares") were granted according to the
Stock Option Agreement dated _________________ (the "Option Agreement").
_______ Shares shall be issued for the benefit of the undersigned
(the "Subscriber") in accordance with the applicable laws of the United States
of America and the State of California.
The Shares subscribed to may be paid up by:
(a) cash or check (denominated in U.S. Dollars);
(b) wire transfer (denominated in U.S. Dollars);
(c) consideration received by the Company under a formal
cashless exercise program adopted by the Company in connection with the Plan; or
2. Transfer of the funds
The funds coming from the subscription of Shares under the Plan
shall be paid over to the Subsidiary by the participating Employees. Full
payment shall be deemed to be definitively made upon the date of receipt of the
payment in the bank accounts in France of the Subsidiary.
3. Subscription Agreement
I, the undersigned, Last name ______________________________
First name ______________________________
Residence ______________________________
subscribe to ________ Shares.
Supporting my subscription I shall pay the total amount of the Purchase
Price of the Shares following one or more of the methods described in Section 1
above.
The Subscriber SCM MICROSYSTEMS, INC.
_____________________________ ________________________________
Signature By
_____________________________ ________________________________
Name Title
Address ___________________
___________________
___________________
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