2007 STOCK EQUITY PLAN
1. PURPOSE. The purpose of the Spire Corporation 2007 Stock Equity Plan
(the "2007 Plan") is to assist Spire Corporation, a Massachusetts corporation
(the "Company") and its Related Entities (as hereinafter defined) in attracting,
motivating, retaining and rewarding high-quality executives and other employees,
officers, directors, consultants and other persons who provide services to the
Company or its Related Entities by enabling such persons to acquire or increase
a proprietary interest in the Company in order to strengthen the mutuality of
interests between such persons and the Company's shareholders, and providing
such persons with performance incentives to expend their maximum efforts in the
creation of shareholder value.
2. DEFINITIONS. For purposes of the 2007 Plan, the following terms shall be
defined as set forth below, in addition to such terms defined in Section 1
(a) "AWARD" means any Option, Stock Appreciation Right, Restricted
Stock Award, Deferred Stock Award, Share granted as a bonus or in lieu of
another Award, Dividend Equivalent, Other Stock-Based Award or Performance
Award, together with any other right or interest, granted to a Participant under
the 2007 Plan.
(b) "AWARD AGREEMENT" means any written agreement, contract or other
instrument or document evidencing any Award granted by the Committee hereunder.
(c) "BENEFICIARY" means the person, persons, trust or trusts that have
been designated by a Participant in his or her most recent written beneficiary
designation filed with the Committee to receive the benefits specified under the
2007 Plan upon such Participant's death or to which Awards or other rights are
transferred if and to the extent permitted under Section 10(b) hereof. If, upon
a Participant's death, there is no designated Beneficiary or surviving
designated Beneficiary, then the term Beneficiary means the person, persons,
trust or trusts entitled by will or the laws of descent and distribution to
receive such benefits.
(d) "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
Rule 13d-3 under the Exchange Act and any successor to such Rule.
(e) "BOARD" means the Company's Board of Directors.
(f) "CAUSE" shall, with respect to any Participant, have the meaning
specified in the Award Agreement. In the absence of any definition in the Award
Agreement, "Cause" shall have the equivalent meaning or the same meaning as
"cause" or "for cause" set forth in any employment, consulting, or other
agreement for the performance of services between the Participant and the
Company or a Related Entity or, in the absence of any such agreement or any such
definition in such agreement, such term shall mean (i) the failure by the
Participant to perform, in a reasonable manner, his or her duties as assigned by
the Company or a Related Entity, (ii) any violation or breach by the Participant
of his or her employment, consulting or other similar agreement with the Company
or a Related Entity, if any, (iii) any violation or breach by the Participant of
any non-competition, non-solicitation, non-disclosure and/or other similar
agreement with the Company or a Related Entity, (iv) any act by the Participant
of dishonesty or bad faith with respect to the Company or a Related Entity, (v)
use of alcohol, drugs or other similar substances in a manner that adversely
affects the Participant's work performance, or (vi) the commission by the
Participant of any act, misdemeanor, or crime reflecting unfavorably upon the
Participant or the Company or any Related Entity. The good faith determination
by the Committee of whether the Participant's Continuous Service was terminated
by the Company for "Cause" shall be final and binding for all purposes
(g) "CHANGE IN CONTROL" means a Change in Control as defined in
Section 9(b) of the 2007 Plan.
(h) "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, including regulations thereunder and successor provisions and
(i) "COMMITTEE" means a committee designated by the Board to
administer the 2007 Plan; provided, however, that if the Board fails to
designate a committee or if there are no longer any members on the committee so
designated by the Board, then the Board shall serve as the Committee. The
Committee shall consist of at least two directors, and each member of the
Committee shall be (i) a "non-employee director" within the meaning of Rule
16b-3 (or any successor rule) under the Exchange Act, unless administration of
the 2007 Plan by "non-employee directors" is not
then required in order for exemptions under Rule 16b-3 to apply to transactions
under the 2007 Plan, (ii) an "outside director" within the meaning of Section
162(m) of the Code, and (iii) "Independent".
(j) "CONSULTANT" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.
(k) "CONTINUOUS SERVICE" means the uninterrupted provision of services
to the Company or any Related Entity in any capacity of Employee, Director,
Consultant or other service provider. Continuous Service shall not be considered
to be interrupted in the case of (i) any approved leave of absence, (ii)
transfers among the Company, any Related Entities, or any successor entities, in
any capacity of Employee, Director, Consultant or other service provider, or
(iii) any change in status as long as the individual remains in the service of
the Company or a Related Entity in any capacity of Employee, Director,
Consultant or other service provider (except as otherwise provided in the Award
Agreement). An approved leave of absence shall include sick leave, military
leave, or any other authorized personal leave.
(l) "COVERED EMPLOYEE" means an Eligible Person who is a "covered
employee" within the meaning of Section 162(m)(3) of the Code, or any successor
(m) "DEFERRED STOCK" means a right to receive Shares, including
Restricted Stock, cash measured based upon the value of Shares or a combination
thereof, at the end of a specified deferral period.
(n) "DEFERRED STOCK AWARD" means an Award of Deferred Stock granted to
a Participant under Section 6(e) hereof.
(o) "DIRECTOR" means a member of the Board or the board of directors
of any Related Entity.
(p) "DISABILITY" means a permanent and total disability (within the
meaning of Section 22(e) of the Code), as determined by a medical doctor
satisfactory to the Committee.
(q) "DIVIDEND EQUIVALENT" means a right, granted to a Participant
under Section 6(g) hereof, to receive cash, Shares, other Awards or other
property equal in value to dividends paid with respect to a specified number of
Shares, or other periodic payments.
(r) "ELIGIBLE PERSON" means each officer, Director, Employee,
Consultant and other person who provides services to the Company or any Related
Entity. The foregoing notwithstanding, only employees of the Company, or any
parent corporation or subsidiary corporation of the Company (as those terms are
defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible
Persons for purposes of receiving any Incentive Stock Options. An Employee on
leave of absence may be considered as still in the employ of the Company or a
Related Entity for purposes of eligibility for participation in the 2007 Plan.
(s) "EMPLOYEE" means any person, including an officer or Director, who
is an employee of the Company or any Related Entity. The payment of a director's
fee by the Company or a Related Entity shall not be sufficient to constitute
"employment" by the Company.
(t) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, including rules thereunder and successor provisions
and rules thereto.
(u) "FAIR MARKET VALUE" means the fair market value of Shares, Awards
or other property as determined by the Committee, or under procedures
established by the Committee. Unless otherwise determined by the Committee, the
Fair Market Value of a Share as of any given date shall be the closing sale
price per Share reported on a consolidated basis for stock listed on the
principal stock exchange or market on which Shares are traded on the date as of
which such value is being determined or, if there is no sale on that date, then
on the last previous day on which a sale was reported.
(v) "INCENTIVE STOCK OPTION" means any Option intended to be
designated as an incentive stock option within the meaning of Section 422 of the
Code or any successor provision thereto.
(w) "INDEPENDENT", when referring to either the Board or members of
the Committee, shall have the same meaning as used in the rules of the Nasdaq
Stock Market or any national securities exchange on which any securities of the
Company are listed for trading, and if not listed for trading, by the rules of