S-1: General form of registration statement for all companies including face-amount certificate companies

Published on October 9, 2001


Exhibit 10.8
1994 STOCK PLAN
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1. Purpose. The purpose of this 1994 Stock Plan (the "Plan") is to
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advance the interests of Coordinated Care Corporation, a Wisconsin corporation
(the "Company"), by strengthening the ability of the Company to attract, retain
and motivate key employees, consultants and other individual contributors of or
to the Company or any present or future parent or subsidiary of the Company (the
"Company Group") by providing them with an opportunity to purchase or receive as
bonuses stock of the Company and thereby permitting them to share in the
Company's success. It is intended that this purpose will be effected by
granting: (i) incentive stock options ("Incentive Options") which are intended
to qualify under the provisions of Section 422 of the Internal Revenue Code of
1986, as heretofore and hereafter amended (the "Code"), and non-statutory stock
options ("Nonqualified Options") which are not intended to meet the requirements
of Section 422 of the Code and which are intended to be taxed under Section 83
of the Code (both Incentive Options and Nonqualified Options shall be
collectively referred to as "Options"); (ii) stock purchase authorizations
("Purchase Authorizations"); and (iii) stock bonus awards ("Bonuses").

2. Effective Date. This Plan was adopted by the Board of Directors of
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the Company (the "Board") on September 27, 1994 (the "effective date" of the
Plan).

3. Stock Covered by the Plan. Subject to adjustment as provided in
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Sections 9 and 10 below, the shares that may be made subject to Options,
Purchase Authorizations or Bonuses under this Plan (the "Shares") shall not
exceed in the aggregate 100,000 shares of Series A common stock, $0.01 par
value, of the Company (the "Common Stock"). Any Shares subject to an Option or
Purchase Authorization which for any reason expires or is terminated unexercised
as to such Shares and any Shares reacquired by the Company pursuant to
forfeiture or a repurchase right hereunder may again be the subject of an
Option, Purchase Authorization or Bonus under the Plan. The Shares purchased
pursuant to Purchase Authorizations or the exercise of Options under this Plan
or issued as Bonuses may, in whole or in part, be either authorized but unissued
Shares or issued Shares reacquired by the Company.

4. Administration. This Plan shall be administered by the Board, whose
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construction and interpretation of the Plan's terms and provisions shall be
final and conclusive. The Board shall have authority, subject to the express
provisions of the Plan, to construe the Plan and the respective Options,
Purchase Authorizations, Bonuses and related agreements, to prescribe, amend and
rescind rules and regulations relating to the plan, to determine the terms and
provisions of the respective Options, Purchase Authorizations, Bonuses and
related agreements, and to


make all other determinations in the judgment of the Board necessary or
desirable for the administration of the Plan. The Board may correct any defect
or supply any omission or reconcile any inconsistency in the Plan or in any
Option, Purchase Authorization, Bonus, or related agreement in the manner and to
the extent it shall deem expedient to carry the Plan into effect, and it shall
be the sole and final judge of such expediency. No director shall be liable for
any action or determination made in good faith. The Board may, to the full
extent permitted by law, delegate any or all of its powers under the Plan to a
committee (the "Committee") appointed by the Board, and if the Committee is so
appointed and to the extent such powers are delegated, all references to the
Board in the Plan shall mean and relate to such Committee.

5. Eligible Recipients. Options, Purchase Authorizations and Bonuses may
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be granted to such key employees, consultants or other individual contributors
of or to the Company Group, including without limitation members of the Board
and members of any advisory boards, as are selected by the Board (a
"Participant"); provided, that only employees of the Company Group shall be
eligible for grant of an Incentive Option.

6. Duration of the Plan. This Plan shall terminate ten (10) years from
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the effective date hereof, unless terminated earlier pursuant to Section 13
below, and no Options, Purchase Authorizations or Bonuses may be granted or made
thereafter.

7. Terms and Conditions of Options, Purchase Authorizations and Bonuses.
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Options, Purchase Authorizations and Bonuses granted or made under this Plan
shall be evidenced by agreements in such form and containing such terms and
conditions as the Board shall determine; provided, however, that such agreements
shall evidence among their terms and conditions the following:

(a) Price. The purchase price per Share payable upon the exercise of
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each Option or the purchase pursuant to each Purchase Authorization granted or
made hereunder shall be determined by the Board at the time the Option or
Purchase Authorization is granted or made. Subject to the condition of paragraph
7(j)(i), if applicable, the purchase price per Share payable upon the exercise
of each Incentive Option granted hereunder shall not be less than one hundred
percent (100%) of the fair market value per Share on the day the Incentive
Option is granted. Fair market value shall be determined in accordance with
procedures to be established in good faith by the Board. Bonus Shares shall be
issued in consideration of services previously rendered, which shall be valued
for such purposes by the Board.

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(b) Number of Shares. Each agreement shall specify the number of
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Shares to which it pertains.

(c) Exercise of Options. Each Option shall be exercisable for the
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full amount or for any part thereof and at such intervals or in such
installments as the Board may determine at the time it grants such Option;
provided, however, that no Option shall be exercisable with respect to any
Shares later than ten (10) years after the date of the grant of such Option (or
five (5) years in the case of Incentive Options to which paragraph 7(j)(ii)
applies). An Option shall be exercisable only by delivery of a written notice to
the Company's Treasurer, or any other officer of the Company designated by the
Board to accept such notices on its behalf, specifying the number of Shares for
which the Option is exercised and accompanied by either (i) payment or (ii) if
permitted by the Board, irrevocable instructions to a broker to promptly deliver
to the Company full payment in accordance with subparagraph (ii) of the first
sentence of paragraph 7(d) below of the amount necessary to pay the aggregate
exercise price. With respect to an Incentive Option, the permission of the Board
referred to in clause (ii) of the preceding sentence must be granted at the time
the Incentive Option is granted.

(d) Payment. Payment shall be made in full: (i) at the time the
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Option is exercised; (ii) promptly after the Participant forwards the
irrevocable instructions referred to in paragraph 7(c)(ii) above to the
appropriate broker, if exercise of an Option is made pursuant to paragraph
7(c)(ii) above; or (iii) at the time the purchase pursuant to a Purchase
Authorization is made. Payment shall be made either: (a) in cash; (b) by check;
(c) if permitted by the Board (with respect to an Incentive Option, such
permission to have been granted at the time of the Incentive Option grant), by
delivery and assignment to the Company of shares of Company stock having a fair
market value (as determined by the Board) equal to the exercise or purchase
price; (d) if permitted by the Board, stated in the agreement evidencing the
Option or Purchase Authorization, and to the extent permitted by any applicable
law, by the Participant's recourse promissory note, which note must be due and
payable not more than five (5) years after the date the Option or Purchase
Authorization is exercised and otherwise be on such terms as the Board approves;
or (e) by a combination of the methods permitted pursuant to clauses (a), (b),
(c) and/or (d) hereof. If shares of Company stock are to be used to pay the
exercise price of an Incentive Option, the Company (prior to such payment) must
be furnished with evidence satisfactory to it that the acquisition of such
shares and their transfer in payment of the exercise price satisfy the
requirements of Section 422 of the Code and other applicable laws.

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(e) Withholding Taxes; Delivery of Shares. The Company's
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obligation to deliver Shares upon exercise of an Option or upon purchase
pursuant to a Purchase Authorization or issuance pursuant to a Bonus shall be
subject to the Participant's satisfaction of all applicable federal, state and
local income and employment tax withholding obligations. Without limiting the
generality of the foregoing, the Company shall have the right to deduct from
payments of any kind otherwise due to the Participant any federal, state or
local taxes of any kind required by law to be withheld with respect to any
Shares issued upon exercise of Options or purchased or issued pursuant to
Purchase Authorizations or Bonuses. The Participant may elect to satisfy such
obligation(s), in whole or in part, by (i) delivering to the Company a check
for the amount required to be withheld or (ii) if the Board in its sole
discretion approves in any specific or general case, having the Company
withhold Shares or delivering Company stock, having a value equal to the amount
required to be withheld, as determined by the Board.

(f) Non-Transferability. No Option or Purchase
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Authorization shall be transferable by the Participant otherwise than by will
or the laws of descent or distribution, and each Option or Purchase
Authorization shall be exercisable during the Participant's lifetime only by
the Participant.

(g) Termination of Options and Purchase Authorizations.
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Each Purchase Authorization shall terminate and may no longer be exercised if
the Participant ceases for any reason to provide services to a member of the
Company Group. Except to the extent the Board provides specifically in an
agreement evidencing an Option for a lesser period (or a greater period, in the
case of Nonqualified Options only), each Option shall terminate and may no
longer be exercised if the Participant ceases for any reason to provide services
to a member of the Company Group in accordance with the following provisions:

(i) if the Participant ceases to perform services for
any reason other than death or disability (as
defined in Section 22(e)(3) of the Code), the
Participant may, at any time within a period of
one month after the date of such cessation of the
performance of services, exercise the Option to
the extent that the Option was exercisable on the
date of such cessation;

(ii) if the Participant ceases to perform services
because of disability (as defined in Section
22(e)(3) of the Code), the Participant may, at any
time within a period of three months after

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the date of such cessation of the performance of
services, exercise the Option to the extent that
the Option was exercisable on the date of such
cessation; and

(iii) if the Participant ceases to perform services
because of death, the Option, to the extent that
the Participant was entitled to exercise it on the
date of death, may be exercised within a period of
three months after the Participant's death by the
person or persons to whom the Participant's rights
under the Option pass by will or by the laws of
descent or distribution;

provided, however, that no Option or Purchase Authorization may be exercised to
any extent by anyone after the date of its expiration; and provided, further,
that Options and Purchase Authorizations may be exercised only as to Vested
Shares (as defined in the applicable agreement with the Participant) after the
Participant has ceased to perform services for any member of the Company Group.

(h) Rights as Stockholder. A Participant shall have no
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rights as a stockholder with respect to any Shares covered by an Option,
Purchase Authorization or Bonus until the date of issuance of a stock
certificate in the Participant's name for such Shares. Certificates shall be
issued as soon as practicable after the due exercise of an Option,
purchase pursuant to a Purchase Authorization or receipt of Shares as a Bonus.

(i) Repurchase of Shares by the Company. Any Shares
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purchased or acquired upon exercise of an Option or pursuant to a Purchase
Authorization or Bonus may in the discretion of the Board be subject to
repurchase by or forfeiture to the Company if and to the extent and at the
repurchase price, if any, specifically set forth in the option, purchase or
bonus agreement pursuant to which the Shares were purchased or acquired.
Certificates representing Shares subject to such repurchase or forfeiture may be
subject to such escrow and stock legending provisions as may be set forth in the
option, purchase or bonus agreement pursuant to which the Shares were purchased
or acquired.

(j) 10% Stockholder. If any Participant to whom an
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Incentive Option is granted pursuant to the provisions of the Plan is on the
date of grant the owner of stock (as determined under Section 424(d) of the
Code) possessing more than 10% of the total combined voting power or value of
all classes of stock of the Company, its parent, if any, or subsidiaries, then
the following special provisions shall be applicable:

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(i) The exercise price per Share subject to such Option
shall not be less than 110% of the fair market value
of each Share on the date of grant; and

(ii) The Option shall not have a term in excess of five
years from the date of grant.

(k) Shareholder Aqreement. In addition to any other
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restrictions on the transfer of Shares contained in any option, purchase or
bonus agreement pursuant to which such Shares were issued, each Participant, and
all Shares subject to Options, Purchase Authorizations or Bonuses, shall be
bound by and entitled to the benefits of all of the terms and conditions
(including, but not limited to restrictions on transfer of shares) contained in
that certain Shareholder Agreement, dated July 29, 1993, as may from time to
time be amended, by and among the Company and its shareholders (the "Shareholder
Agreement") to the same extent as though such Participant were a party thereto;
provided, however, that any Participant entitled under the Shareholder Agreement
to exercise the co-sale right, registration right or right of refusal on future
financings set forth in Sections l(d), 4 and 6, respectively, of the Shareholder
Agreement shall be entitled to exercise such rights only with respect to Vested
Shares and any computation of the nsumber of Shares with respect to such
Participant's entitlement to exercise such rights shall be based only upon the
number of Vested Shares held by such Participant.

(l) Confidentiality and Non-Solicitation Agreements. Each
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Participant shall execute, prior to or contemporaneously with the grant of any
Option, Purchase Authorization or Bonus hereunder, the Company's then standard
form of agreement relating to nondisclosure of confidential information, non-
solicitation and related matters.

8. Restrictions on Incentive Options. Incentive Options granted
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under this Plan shall be specifically designated as such and shall be subject to
the additional restriction that the aggregate fair market value, determined as
of the date the Incentive Option is granted, of the Shares with respect to which
Incentive Options are exercisable for the first time by a Participant during any
calendar year shall not exceed $100,000. If an Incentive Option which exceeds
the $100,000 limitation of this paragraph 8 is granted, the portion of such
Option which is exercisable for shares in excess of the $100,000 limitation
shall be treated as a Nonqualified Option pursuant to Section 422(d) of the
Code. In the event that such Participant is eligible to participate in any other
stock incentive plans of the Company, its parent, if any, or a subsidiary which
are also intended to comply with the provisions of Section 422 of the Code, such
annual

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limitation shall apply to the aggregate number of shares for which options may
be granted under all such plans.

9. Stock Dividends; Stock splits; Stock Combinations;
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Recapitalizations. Appropriate adjustment shall be made by the Board in the
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maximum number of Shares subject to the Plan and in the number, kind, and
exercise or purchase price of Shares covered bY outstanding Options and
Purchase Authorizations granted hereunder to give effect to any stock
dividends, stock splits, stock combinations, recapitalizations and other
similar changes in the capital structure of the Company after the effective
date of the Plan.

10. Merger; Sale of Assets. In the event of a change of the Common
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Stock resulting from a merger or similar reorganization as to which the Company
is the surviving corporation, the number and kind of Shares which thereafter may
be purchased pursuant to an Option or Purchase Authorization under the Plan and
the number and kind of Shares then subject to Options or Purchase Authorizations
granted hereunder and the price per Share thereof shall be appropriately
adjusted in such manner as the Board may determine equitable to prevent dilution
or enlargement of the rights available or granted hereunder. Except as otherwise
determined by the Board, a merger or a similar reorganization which the Company
does not survive, or a sale of all or substantially all of the assets of the
Company, shall cause every Option and Purchase Authorization hereunder to
terminate, to the extent not then exercised, unless any surviving entity agrees
to assume the obligations hereunder; provided, however, that, in the case of
such a merger or similar reorganization, or such a sale of all or substantially
all of the assets of the Company, if there is no such assumption, the Board may
provide that some or all of the unexercised portion of any one or more of the
outstanding Options or Purchase Authorizations and some or all of the Unvested
Shares (as defined in the applicable agreement with the Participant) acquired
upon exercise of any one or more of such Options or Purchase Authorizations or
acceptance of any one or more of the outstanding Bonuses shall be immediately
exercisable and Vested or no longer subject to repurchase rights as of such date
prior to such merger, similar reorganization or sale of assets as the Board
determines.

11. Investment Representations; Transfer Restrictions Restrictive
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Legend. The Company may require Participants, as a condition of purchasing
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Shares pursuant to the exercise of an Option or pursuant to a Purchase
Authorization or receipt of shares as a Bonus, to give written assurances in
substance and form satisfactory to the Company to the effect that such person is
acquiring the Shares for the Participant's own account for investment and not
with any present intention of selling or

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otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate (including without limitation confirmation that the
Participant is aware of any applicable restrictions on transfer of the Shares,
as specified in the articles of incorporation or by-laws of the Company, in any
agreement among its shareholders, or otherwise) in order to comply with federal
and applicable state securities laws. Certificates representing the Shares shall
bear an appropriate legend regarding restrictions on transferability.

12. Definitions.
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(a) The term "employee" shall have, for purposes of this Plan,
the meaning ascribed to employee" under Section 3401(c) of the Code and the
regulations promulgated thereunder.

(b) The term "parent" shall have, for purposes of this Plan, the
meaning ascribed to it under Section 424(e) of the Code and the regulations
promulgated thereunder.

(c) The term "subsidiary" shall have, for all purposes under this
Plan, the meaning ascribed to it under Section 424(f) of the Code and the
regulations promulgated thereunder.

13. Termination or Amendment of Plan. The Board may at any time
--------------------------------
terminate the Plan or make such changes in or additions to the Plan as it deems
advisable without further action on the part of the stockholders of the
Company, provided that:

(a) no such termination or amendment shall adversely affect or
impair any then outstanding Option, Purchase Authorization, Bonus or related
agreement without the consent of the Participant holding such Option, Purchase
Authorization, Bonus or related agreement; and

(b) no such amendment which (i) increases the maximum number of
Shares subject to this Plan (except to the extent provided in Section 3), (ii)
materially increases the benefits accruing to Participants, or (iii) materially
modifies the requirements as to eligibility for participation in the Plan may be
made without obtaining, or being conditioned upon, shareholder approval.

With the consent of the Participant affected, the Board may amend
outstanding Options, Purchase Authorizations, Bonuses or related agreements in a
manner not inconsistent with the Plan. The Board shall have the right to amend
or modify the terms and provisions of the Plan and of any outstanding Incentive
Options granted under the Plan to the extent necessary to qualify any or all
such Options for such favorable federal income tax treatment

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(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code.

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