JOHN H. HARLAND COMPANY
2002 STOCK OPTION PLAN
1. BACKGROUND AND PURPOSE
The purpose of this Plan is to promote the interests of John H. Harland
Company through the granting of Options and Restricted Stock in order to (1)
attract and retain Employees, (2) provide an additional incentive to each
Employee to work to increase the value of Stock and (3) provide each Employee
with a stake in the future of the Company which corresponds to the stake of each
of the Company's stockholders.
Each term set forth in this sec. 2 shall have the meaning set forth
opposite such term and any reference to the plural of a defined term shall
include the singular.
Board -- the Board of Directors of the Company.
Change in Control -- unless otherwise provided in the applicable Option
Agreement or Restricted Stock Agreement, an agreement by the Company to sell all
or substantially all of its assets for cash or property or for a combination of
cash and property or any merger, consolidation, reorganization, division or
other corporate transaction in which Stock is converted into another security or
into the right to receive securities or property.
Code -- the Internal Revenue Code of 1986, as amended.
Committee -- a committee of the Board comprised of at least 3 members
appointed by the Board. Each Committee member shall be a "non-employee director"
within the meaning of Rule 16b-3 and an "outside director" within the meaning of
Code sec. 162(m).
Company -- John H. Harland Company and any successor thereto.
Effective Date -- the effective date described in sec. 4.
Employee -- an employee of the Company or any entity that would be treated
as a single employer with the Company under Code sec. 414(c) if "50 percent"
were substituted for "80 percent" in the regulations under such section;
provided, however, that solely for purposes of granting ISOs, the term
"Employee" means an employee of the Company or any Subsidiary or Parent.
Fair Market Value -- as of any date, if the Stock is quoted on a national
quotation system, (1) the closing price of the Stock on such date on the
national quotation system selected by the Committee or (2) if there was no
quotation of the Stock on such date on such quotation system, the closing price
on the next preceding business day on which there was a quotation, or if the
Stock is not quoted on a national quotation system, the price that the Committee
acting in good faith determines through any reasonable valuation method that a
share of Stock might change hands between a willing buyer and a willing seller,
neither being under any compulsion to buy or to sell and both having reasonable
knowledge of the relevant facts.
ISO -- an Option that is intended to satisfy the requirements of Code
1933 Act -- the Securities Act of 1933, as amended.
1934 Act -- the Securities Exchange Act of 1934, as amended.
Non-ISO -- an Option that either expressly or operationally does not
satisfy the requirements of Code sec. 422.
Option -- an option to purchase Stock granted in accordance with sec. 7.
Option Agreement -- the document that sets forth the terms and conditions
of an Option.
Option Price -- the price to purchase one share of Stock upon the exercise
of an Option.
Parent -- any corporation that is a parent corporation of the Company
within the meaning of Code sec. 424(e).
Plan -- this John H. Harland Company 2002 Stock Option Plan.
Restricted Stock -- Stock granted in accordance with sec. 8.
Restricted Stock Agreement -- the document that sets forth the terms and
conditions of a Restricted Stock grant.
Rule 16b-3 -- the exemption under Rule 16b-3 of the 1934 Act.
Stock -- $1.00 par value common stock of the Company.
Subsidiary -- a corporation that is a subsidiary corporation of the Company
within the meaning of Code sec. 424(f).
Ten Percent Shareholder -- a person who owns more than ten percent of the
total combined voting power of all classes of stock of either the Company, a
Subsidiary or Parent, after taking into account the attribution rules of Code
3. SHARES RESERVED UNDER PLAN
There shall be 1,000,000 shares of Stock authorized for issuance under this
Plan. To the extent the Company deems appropriate, such shares of Stock may be
reserved from authorized but unissued shares of Stock and from shares of Stock
that have been reacquired by the Company. Any shares of Stock subject to an
Option that remain unissued after the cancellation, expiration or exchange of
the Option and any shares of Restricted Stock which are forfeited or cancelled
shall be available for use in future grants under this Plan. However, any shares
of Stock used to exercise an Option or to satisfy a withholding obligation shall
not be available for use in future grants under this Plan.
4. EFFECTIVE DATE
The effective date of this Plan shall be January 17, 2002, the date of its
adoption by the Board; provided that an ISO shall not be effective unless the
shareholders of the Company (acting at a duly called meeting of such
shareholders) approve the adoption of this Plan within 12 months of the
Effective Date. Any ISO granted before the shareholder approval automatically
shall be granted subject to such approval.
This Plan shall be administered by the Committee. The Committee acting in
its absolute discretion shall interpret this Plan and take such action in the
administration and operation of this Plan as the Committee deems appropriate
under the circumstances. Any action of the Committee shall be binding on the
Company, on each affected Employee and on each other person directly or
indirectly affected by such action.
6. ELIGIBILITY AND ANNUAL GRANT CAPS
Only Employees shall be eligible for the grant of Options or Restricted
Stock. No Employee in any calendar year shall be granted an Option to purchase
more than 500,000 shares of Stock.
7.1 Committee Action. The Committee acting in its absolute discretion may
grant Options to Employees from time to time. An Option may be granted by the
Committee to an Employee in exchange for the cancellation of any option to
purchase Stock, subject to the provisions of Section 7.3, or under any other
circumstances which the Committee deems appropriate. Each grant of an Option
shall be evidenced by an Option Agreement. The Option Agreement shall describe
whether the Option is an ISO or a Non-ISO and shall incorporate such other terms
and conditions of the grant as the Committee acting in its absolute discretion
deems appropriate. If the Committee grants an ISO and a Non-ISO to an Employee
on the same date, the right of the Employee to exercise the ISO shall not be
conditioned on his or her failure to exercise the Non-ISO. However, the
Committee shall have the right to grant a Non-ISO and Restricted Stock to an
Employee at the same time and to condition the exercise of the Non-ISO on the
forfeiture of the Restricted Stock grant.
7.2 $100,000 Limit for ISOs. To the extent that the aggregate Fair Market
Value of Stock subject to ISOs that first becomes exercisable in any calendar
year (determined as of the date the ISO is granted) exceeds $100,000, such
Options shall be treated as Non-ISOs. The Fair Market Value of Stock subject to
any other option (determined as of the date the option is granted) that (a)
satisfies the requirements of Code sec. 422 and (b) is granted to an Employee
under another plan maintained by the Company, a Subsidiary or Parent shall be
treated (for purposes of this $100,000 limitation) as if granted under this
Plan. The Committee shall interpret and administer the limitation in this
sec. 7.2 in accordance with Code sec. 422(d) or any successor section. This
sec. 7.2 shall be in effect only for so long as the $100,000 limitation is in
effect under Code sec. 422 or any successor section.
7.3 Option Price. The Option Price shall be no less than the Fair Market
Value of a share of Stock on the date the Option is granted; provided, however,
(a) if the Option is an ISO granted to an Employee who is a Ten Percent
Shareholder, the Option shall be no less than 110% of the Fair Market Value of a
share of Stock on the date such ISO is granted and (b) if the Committee grants
an Option to an Employee in exchange for the cancellation of any other Option to
purchase the same number of shares of Stock, the Option Price for such shares
shall be the same as the Option Price under the cancelled Option. In addition,
in no event may an outstanding Option be amended to lower the Option Price
7.4 Payment of Option Price. The Option Price shall be payable in full
upon the exercise of any Option. At the discretion of the Committee, an Option
Agreement can provide for the payment of the Option Price either in cash, by
check or in Stock that has been held for at least 6 months and that is
acceptable to the Committee, or in any combination of cash, check and such
Stock. A payment by a check acceptable to the Committee shall be treated as a
payment in cash under this Plan. The Option Price may be paid through any
broker-facilitated cashless exercise procedure acceptable to the Committee or
its delegate. The value of any Stock surrendered as payment in the exercise of
an Option shall be equal to the Fair Market Value of such Stock on the date the
properly endorsed certificate for such Stock is delivered to the Committee or
7.5 Exercise Period. Each Option shall be exercisable in whole or in part
at such time or times as set forth in the related Option Agreement, but no
Option shall be exercisable after the earlier of (a) the tenth
anniversary of the date the Option is granted, if the Option is (1) a Non-ISO or
(2) an ISO that is granted to an Employee who is not a Ten Percent Shareholder
on the date the Option is granted, or (b) the fifth anniversary of the date the
Option is granted, if the Option is an ISO and the Employee is a Ten Percent
Shareholder on the date the Option is granted. An Option Agreement may provide
for the exercise of an Option after the employment of an Employee has terminated
for any reason whatsoever, including death or disability; provided an Option
Agreement for an ISO must incorporate the post-employment exercise restrictions
of Code sec. 422.
8. RESTRICTED STOCK
8.1 Committee Action. The Committee acting in its absolute discretion may
grant Restricted Stock to Employees from time to time and may make Restricted
Stock grants in exchange for the cancellation of an outstanding Restricted Stock
grant. Each grant of Restricted Stock shall be evidenced by a Restricted Stock
Agreement, which shall describe the conditions under which the Employee's
interest in the underlying Stock will become nonforfeitable.
8.2 Conditions to Issuance. The Committee acting in its absolute
discretion may make the issuance of Restricted Stock subject to the satisfaction
of any conditions that the Committee deems appropriate for Employees generally
or for an Employee in particular, and the Restricted Stock Agreement shall
describe each such condition and the deadline for satisfying each such
condition. Restricted Stock shall be issued in the name of an Employee only
after each such condition has been satisfied, and any Restricted Stock that is
so issued shall be held by the Company pending the satisfaction of any
forfeiture conditions applicable thereto.
8.3 Forfeiture Conditions. The Committee acting in its absolute discretion
may make Restricted Stock subject to one or more objective employment,
performance or other forfeiture condition that the Committee deems appropriate
for Employees generally or for an Employee in particular, and the related
Restricted Stock Agreement shall set forth each forfeiture condition and the
deadline for satisfying same. A Restricted Stock Agreement may contain both the
conditions precedent to the issuance of Restricted Stock and the forfeiture
conditions applicable thereto. An Employee's nonforfeitable interest in
Restricted Stock shall depend on the extent he or she timely satisfies each
8.4 Dividends and Voting Rights. Any cash dividend declared on Stock
underlying Restricted Stock shall be paid directly to the Employee granted such
Restricted Stock. If a Stock dividend is declared on Stock underlying Restricted
Stock, such Stock dividend shall be treated as Restricted Stock, and an
Employee's interest in such Stock dividend shall be forfeited or shall become
nonforfeitable at the same time as the Restricted Stock is forfeited or becomes
nonforfeitable. The disposition of each other form of dividend declared on
Restricted Stock shall be made in accordance with such rules as the Committee
shall adopt. An Employee shall have the right to vote Restricted Stock. The
dividend and voting rights described in this sec. 8.4 shall apply to a grant of
Restricted Stock from the date of issuance as determined by the Committee.
8.5 Satisfaction of Forfeiture Conditions. Shares of Stock shall cease to
be Restricted Stock at such time as provided in the Restricted Stock Agreement,
and a certificate representing the unrestricted Stock shall be transferred to
the Employee as soon as practicable thereafter.
8.6 Tax Bonus Payment. The Committee acting in its absolute discretion
shall have the power to authorize and direct the payment of a cash bonus to an
Employee to pay his or her federal, state and local income and excise tax
liability that the Committee deems attributable (a) to his or her interest in
Restricted Stock becoming nonforfeitable and (b) to such cash bonus.
8.7 Section 162(m). If the Committee deems it in the best interests of the
Company, it shall use its best efforts to grant Restricted Stock in a manner
such that (a) the compensation resulting from the grant is "performance-based
compensation" within the meaning of Code sec. 162(m) or (b) the Company
otherwise gets an income tax deduction for the compensation attributable to such
8.8 Limit on Restricted Stock. In no event shall the total number of
shares of Stock covered by grants of Restricted Stock hereunder exceed 40% of
the aggregate number of shares of Stock authorized by this Plan.
An Option or Restricted Stock shall not be transferable by an Employee
other than by will or by the laws of descent and distribution. During an
Employee's lifetime, an Option shall be exercisable only by the Employee;
however, the person or persons to whom an Option or Restricted Stock is
transferred by will or by the laws of descent and distribution thereafter shall
be treated as the Employee under this Plan. The restriction on transfer
described in this sec. 9 shall be incorporated in each Option Agreement or
Restricted Stock Agreement.
10. SECURITIES REGISTRATION
Each Option Agreement and Restricted Stock Agreement shall provide that,
upon the receipt of Stock, the Employee shall, if so requested by the Company,
(a) hold such Stock for investment and not with a view of resale or distribution
to the public and (b) deliver to the Company a written statement satisfactory to
the Company to that effect. As for Stock issued pursuant to this Plan, the
Company at its expense shall take such action as it deems necessary or
appropriate to register the original issuance of such Stock to an Employee under
the 1933 Act or under any other applicable securities laws or to qualify such
Stock for an exemption under any such laws prior to the issuance of such Stock
to an Employee; however, the Company shall have no obligation whatsoever to take
any such action in connection with the transfer, resale or other disposition of
such Stock by an Employee.
11. LIFE OF PLAN
No Option or Restricted Stock shall be granted under this Plan on or after
the earlier of (a) the tenth anniversary of the effective date of this Plan (as
determined under sec. 4), in which event this Plan shall continue in effect
until all outstanding Options have been exercised in full or are no longer
exercisable and all Restricted Stock has been forfeited or the conditions
thereof satisfied, or (b) the date on which all of the Stock authorized for
issuance under sec. 3 has been issued as the result of the exercise of Options
or the satisfaction of any forfeiture conditions on Restricted Stock, in which
event this Plan also shall terminate on such date.
12.1 Capital Structure. In the event of any change in the capitalization
of the Company, including, but not limited to, such changes as stock dividends
or stock splits, the Committee shall adjust in an equitable manner the number,
kind or class (or any combination thereof) of shares of Stock authorized for
issuance under sec. 3 and subject to Options or Restricted Stock and the Option
Price of such Options, to reflect such change.
12.2 Sale or Mergers. The Committee as part of any corporate transaction
described in Code sec. 424(a) shall have the right to adjust (in any manner that
the Committee in its discretion deems consistent with
Code sec. 424(a)) the number, kind or class (or any combination thereof) of
shares of Stock authorized for issuance under sec. 3 and subject to Options,
including the Option Price of such Options, or Restricted Stock and related
forfeiture conditions. The Committee may grant Options or Restricted Stock to
effect the assumption of, or the substitution for, options or restricted stock
previously granted by any other corporation to the extent that such corporate
transaction calls for such substitution or assumption of such options or
12.3 Fractional Shares. If any adjustment under this sec. 12 would create
a fractional share of Stock or a right to acquire a fractional share of Stock,
such fractional share shall be disregarded and the number of shares of Stock
that otherwise would result from such adjustment shall be the next lower number
of shares of Stock, rounding all fractions downward. An adjustment made under
this sec. 12 by the Committee shall be conclusive and binding on all affected
persons and, further, shall not constitute an increase in "the number of shares
of Stock authorized for issuance under sec. 3" within the meaning of sec. 14.
13. CHANGE IN CONTROL OF THE COMPANY
If there is a Change in Control and the agreement relating to the Change in
Control does not provide for the assumption or substitution of Options, each
Option Agreement at the direction and discretion of the Board may be canceled
unilaterally by the Company if (1) any restrictions on the exercise of an Option
are waived before the Option Agreement is canceled such that the Employee has
the opportunity to exercise the Option in full before such cancellation, (2) the
Company transfers to the Employee shares of Stock, the number of which shall be
determined by the Company by dividing the excess of (a) the Fair Market Value of
the number of shares which remain subject to the exercise of such Option as of
any date over the total Option Price for such shares by (b) the Fair Market
Value of a share of Stock on such date, which number shall be rounded down to
the nearest whole number, or (3) the Company transfers to an Employee the same
consideration which the Employee otherwise would receive as a shareholder of the
Company in connection with such Change in Control if the Employee held the
number of shares of Stock which would have been transferable to him or to her
under (2) above if such number had been determined immediately before such
Change in Control. In addition, in the event of a Change in Control, unless
otherwise provided in the Restricted Stock Agreement, any and all outstanding
issuance or forfeiture conditions on any Restricted Stock automatically shall be
deemed satisfied in full as of the date of execution of the agreement relating
to the Change in Control.
14. AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, in the event any
such amendment (a) increases the number of shares of Stock authorized for
issuance under sec. 3 or (b) changes the class of employees eligible for ISOs,
no further ISOs may be granted, unless shareholder approval of such amendment is
obtained within 12 months of the date the amendment is adopted. The Board also
may suspend the granting of Options or Restricted Stock at any time and may
terminate this Plan at any time; provided, however, neither the Board nor the
Committee shall have the right unilaterally to modify, amend or cancel any
Option or Restricted Stock granted before such suspension or termination unless
(a) the Employee consents in writing to such modification, amendment or
cancellation or (b) there is a dissolution or liquidation of the Company or a
transaction described in sec. 12 or sec. 13.
15.1 Shareholder Rights. No Employee shall have any rights as a
shareholder of the Company as a result of the grant of an Option or his or her
exercise of such Option pending the actual delivery of the Stock
subject to such Option to such Employee. Subject to sec. 8.4, an Employee's
rights as a holder of Restricted Stock shall be set forth in the related
Restricted Stock Agreement.
15.2 No Contract of Employment. The grant of an Option or Restricted Stock
shall not constitute a contract of employment and shall not confer on an
Employee any rights upon his or her termination of employment in addition to
those rights, if any, expressly set forth in the related Option Agreement or
Restricted Stock Agreement.
15.3 Withholding. Each grant of an Option or Restricted Stock shall be
made subject to the condition that the Employee consents to whatever action the
Committee directs to satisfy the minimum statutory federal and state tax
withholding requirements, if any, that the Committee in its discretion deems
applicable to the exercise of such Option or the satisfaction of any forfeiture
conditions with respect to Restricted Stock. An Employee may elect to satisfy
such minimum federal and state tax withholding requirements through a reduction
in the number of shares of Stock actually transferred to him or to her under
this Plan. No withholding shall be effected under this Plan that exceeds the
minimum statutory federal and state withholding requirements.
15.4 Construction. All references to sections are to sections of this Plan
unless otherwise indicated. The headings to sections in this Plan have been
included for convenience of reference only. This Plan shall be construed under
the laws of the State of Georgia.
15.5 Other Conditions. Each Option Agreement or Restricted Stock Agreement
may require that an Employee (as a condition to the exercise of an Option or the
grant of Restricted Stock) enter into any agreement or make such representations
prepared by the Company, including any agreement that restricts the transfer of
Stock acquired pursuant to the exercise of an Option or grant of Restricted
Stock or provides for the repurchase of such Stock by the Company under certain
15.6 Rule 16b-3. The Committee shall have the right to amend any grant of
an Option or grant of Restricted Stock or to withhold or otherwise restrict the
transfer of any Stock under this Plan to an Employee as the Committee deems
appropriate in order to satisfy any condition or requirement under Rule 16b-3 to
the extent Rule 16 of the 1934 Act might be applicable to such grant or
15.7 Loans. If approved by the Committee, the Company may lend money to,
or guarantee loans made by a third party to, any Employee to finance the
exercise of any Option, and the exercise of an Option with the proceeds of any
such loan shall be treated as an exercise for cash. If approved by the
Committee, the Company also may, in accordance with an Employee's instructions,
transfer Stock acquired upon the exercise of an Option directly to a third party
in connection with any arrangement made by the Employee for financing the
exercise of such Option.