Full Press Release Details
FEMALE HEALTH COMPANY
STOCK INCENTIVE PLAN
as of March 27, 2008)
Purposes of the Plan. The
purpose of this Plan is to advance the interests of the Company's shareholders
by enhancing the Company's ability to attract, retain and motivate persons
make (or are expected to make) important contributions to the Company by
providing such persons with equity ownership opportunities and performance-based
incentives and thereby better aligning the interests of such persons with those
of the Company's shareholders.
used herein, the following definitions shall apply:
means the Board or any of its Committees authorized to administer the Plan,
accordance with Section 4 of the Plan.
Laws" means the requirements relating to the administration of stock
incentive plans under applicable state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system on which
Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Awards are, or will be, granted under the
any Restricted Stock, Option or Stock Appreciation Right awarded to a Service
Provider pursuant to this Plan.
the Board of Directors of the Company.
the definition of Cause in a Grantee's employment agreement, if any, with the
Company. If no such employment agreement or definition in such
agreement exists, Cause means (i) breach by a Grantee of any covenant not to
compete or confidentiality agreement with the Company, (ii) failure by a Grantee
to substantially perform his or her duties to the reasonable satisfaction of
Board, (iii) serious misconduct by a Grantee which is demonstrably and
substantially injurious to the Company, (iv) fraud or dishonesty by a Grantee
with respect to the Company, (v) material misrepresentation by a Grantee to
shareholder or director of the Company, (vi) acts of negligence by a Grantee
the performance of Grantee's duties that are substantially injurious to the
Company or (vii) a Grantee's conviction of, or a plea of guilty or nolo
contendere to, a felony or other crime involving moral turpitude. The
Administrator shall make the determination of whether Cause exists.
the Internal Revenue Code of 1986, as amended from time to time, and any
means a committee of Directors appointed by the Board in accordance with
Section 4 of the Plan.
means the Common Stock, par value $0.01 per share, of the Company.
The Female Health Company, a Wisconsin corporation.
means any person, including an advisor, engaged by the Company or a Parent
Subsidiary to render services to such entity.
means a member of the Board.
means total and permanent disability as defined in Section 22(e)(3) of the
person, including Officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company. A Service Provider shall not cease to
be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither
service as a Director nor payment of a director's fee by the Company shall
sufficient to constitute "employment" by the Company.
means the Securities Exchange Act of 1934, as amended.
Value" means, as of any date, the value of the Common Stock determined as
if the Common Stock is listed on any established stock exchange or a national
market system, including, without limitation, the American Stock Exchange,
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system
the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems
if the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock for the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;
in the absence of an established market for the Common Stock, the Fair
Market Value shall be determined in good faith by the
Agreement" means an agreement between the Company and a Grantee
evidencing the terms and conditions of an individual Award. The Grant
Agreement is subject to the terms and conditions of the Plan
the holder of an outstanding Award granted under the Plan.
Option" means an Option granted under this Plan which is intended to
qualify as an "incentive stock option" within the meaning of Section 422 of
Code. Any such Option which in fact does not qualify as an "incentive
stock option" within the meaning of Section 422 of the Code shall be deemed
be a Nonstatutory Option.
Option" means an Option granted under this Plan which is not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code. Nonstatutory Options may be granted at such times and subject
to such restrictions as the Administrator shall determine without conforming
the statutory rules of Section 422 of the Code applicable to incentive stock
a person who is an officer of the Company within the meaning of Section 16
the Exchange Act and the rules and regulations promulgated
Incentive Stock Option or Nonstatutory Option granted pursuant to the
"parent corporation," whether now or hereafter existing, as defined in
Section 424(e) of the Code.
this The Female Health Company 2008 Stock Incentive Plan.
Stock" means an Award of Common Stock granted under Section 10 of this
Rule 16b-3 promulgated under the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to
Section 16(b) of the Exchange Act.
means an Employee, Officer, Director or Consultant.
Stockholder" means an individual who, within the meaning of Section
422(b)(6) of the Code, owns stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company. In
determining whether an individual is a Significant Stockholder, an individual
shall be treated as owning stock owned by certain relatives of the individual
and certain stock owned by corporations in which the individual is a partner,
and estates or trusts of which the individual is a beneficiary, all as provided
in Section 424(d) of the Code.
Right" means a right granted under Section 9 of this
means a "subsidiary corporation," whether now or hereafter existing, as defined