Texas Nonemployee Directors Stock Option Plan of National Surgery Centers, Inc.

• Category: Corporations - Public - Stock Options
• State: Multi-State
• Control #: US-CC-18-185C
• Format: Word; Rich Text

Description

18-185C 18-185C . . . Non-employee Directors Stock Option Plan under which Class II Non-employee directors receive options for 5,000 shares, all fully vested; Class II Non-employee directors receive options for 7,500 shares, of which 5,000 are fully vested and 2,500 vest on date of 1997 annual stockholders meeting; and Class I Non-employee directors receive options for 10,000 shares, of which 5,000 are fully vested, 2,500 vest on date of 1997 annual stockholders meeting, and 2,500 vest on date of 1998 annual stockholders meeting. Thereafter, each Non-employee director automatically receives an option on his or her election or re-election as director. Each such option is for 7,500 shares if director is elected to full three year term, of which 2,500 is vested, 2,500 vests on first anniversary of grant, and 2,500 vests on second anniversary of grant. If director is elected to fill term of less than three years, number of shares is equal to 2,500 for each full year of his or her term

The Texas Nonemployee Directors Stock Option Plan (the "Plan") of National Surgery Centers, Inc. (NSC) is a comprehensive program designed to incentivize and reward nonemployee directors of the company through stock options. Under this plan, nonemployee directors are granted the opportunity to acquire shares of common stock in NSC, providing them with a vested interest in the company's financial growth and success. The Texas Nonemployee Directors Stock Option Plan operates in accordance with the laws and regulations of the state of Texas, where NSC is incorporated. It carefully outlines the terms and conditions governing the stock options, including eligibility requirements, grant sizes, vesting periods, exercise prices, and expiration dates. This plan is an integral component of NSC's overall compensation strategy, ensuring that nonemployee directors are aligned with the long-term strategic objectives of the company. The Plan aims to attract and retain highly qualified individuals to serve on NSC's Board of Directors by offering them an opportunity to acquire ownership in the company. By granting stock options, NSC seeks to align the interests of nonemployee directors with those of the shareholders, promoting a sense of shared commitment and enhancing accountability. This alignment also serves to motivate directors to diligently fulfill their fiduciary duties and contribute to the company's sustained growth and profitability. The Texas Nonemployee Directors Stock Option Plan offers different types of stock options, including both nonqualified stock options (Nests) and incentive stock options (SOS). Nonqualified stock options provide greater flexibility in terms of exercise prices and taxation, whereas incentive stock options offer potential tax advantages if certain criteria are met. NSC may choose to grant both types of options to nonemployee directors, depending on their individual circumstances and the company's specific objectives. The NSC Board of Directors oversees the implementation and administration of the Texas Nonemployee Directors Stock Option Plan, ensuring compliance with legal requirements and proper corporate governance practices. An independent committee may be appointed to review and approve stock option grants, ensuring fairness and preventing conflicts of interest. This committee will consider various factors, such as the nonemployee director's qualifications, experience, past performance, and expected contributions to the company's strategic goals. In summary, the Texas Nonemployee Directors Stock Option Plan of National Surgery Centers, Inc. is a key part of the company's overall compensation strategy for nonemployee directors. It offers stock options as a means to align the interests of directors with the long-term growth and success of NSC, promoting shareholder value and corporate accountability. This comprehensive plan may include both nonqualified and incentive stock options, with an emphasis on fairness, compliance, and independent oversight.