ex10-1.htm


    
      
        

      
Exhibit 10.1 

       

      DORMAN
PRODUCTS, INC. 

      AMENDED
AND RESTATED INCENTIVE
STOCK PLAN

       

      
        
          
            
              
                	
                        1.

                      	
                        Purpose
      of Plan

                      


              

            

          

        

      

       

      The Plan
is intended as an additional incentive to employees’ directors, consultants and
advisors to enter into or remain in the employ or service of Dorman Products,
Inc., a Pennsylvania Corporation (the “Company”), or its Affiliates (as defined
below) and to devote themselves to the Company’s success by providing them with
an opportunity to acquire or increase their proprietary interest in the Company
through the receipt of Options.

       

      
        
          	
                  2.

                	
                  Definitions

                


        

      

       

      (a)          “Affiliate” means any
corporation which is a parent corporation of the Company within the meaning of
section 424(e) of the Code or a subsidiary corporation of the Company within the
meaning of section 424(f) of the Code.

       

      (b)          “Board” means the
board of directors of the Company.

       

      (c)           “Code” means the
Internal Revenue Code of 1986, as amended.

       

      (d)          “Committee” means the
committee described in Paragraph 5(a).

       

      (e)          “Date of Grant” means
the date on which an Option is granted.

       

      (f)           “Eligible Persons”
means the persons described in Paragraph 7 as being eligible to receive
Options.

       

      (g)          “Fair Market Value”
per Share means, on any given date, the last sale price of Shares as reported on
a national securities exchange or, if Shares are not listed on a national
securities exchange, as reported on the NASDAQ National Market System or, if not
included on the NASDAQ National Market System but otherwise included in NASDAQ
or, if not included in NASDAQ but subject to quotations included on the “pink
sheets” otherwise disseminated, then the fair market value per Share shall be
the mean between the closing “bid” and “asked” prices thereof, as applicable and
as the Committee determines, or if the Shares are not so reported, the fair
market value of Shares determined by the Committee in good faith.

       

      (h)          “Incentive Stock
Option” means an Option granted under the Plan, intended to be an
“incentive stock option” within the meaning of Section 422(b) of the Code,
designated by the Committee at the time of such grant as an Incentive Stock
Option and containing the terms specified herein for Incentive Stock
Options.

       

      (i)           “Non-Qualified Option”
means an Option granted under the Plan, designated by the Committee at the time
of such grant as a Non-Qualified Option and containing the terms specified
herein for Non-Qualified Options, or any Option granted under the Plan which
fails to qualify as an Incentive Stock Option.


      
        
           


        

        
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      (j)           “Option” means any
stock option granted under the Plan and described in either Paragraph 3(a) or
Paragraph 3(b).

       

      (k)          “Optionee” means a
person to whom an Option has been granted under the Plan, which Option has not
been exercised and has not expired or terminated.

       

      (l)           “Plan” means the
Dorman Products, Inc. Amended and Restated Incentive Stock Plan.

       

      (m)         “Rule 16b-3” means
Rule 16b-3 (or any similar rule) promulgated by the Securities and Exchange
Commission.

       

      (n)          “Share” or “Shares” means a share
or shares of common stock, $0.01 par value, of the Company.

       

      (o)          “Ten Percent
Shareholder” means a person who, on the Date of Grant, owns, either
directly or within the meaning of the attribution rules of section 424(d) of the
Code, stock possessing more than 10% of the total combined voting power of all
classes of stock of his or her employer corporation or of its parent or
subsidiary corporation, as defined respectively in sections 424(e) and (f) of
the Code, provided that the employer corporation is the Company or an
Affiliate.

       

      
        
          	
                  3.

                	
                  Rights
      To Be Granted

                


        

      

       

      Rights
that may be granted under the Plan are:

       

      (a)           Incentive
Stock Options, which give the Optionee one right for a specified time period to
purchase a specified number of Shares for a price not less than the Fair Market
Value on the Date of Grant; and

       

      (b)           Non-Qualified
Options, which give the Optionee the right for a specified time period to
purchase a specified number of Shares for a price to be determined by the
Committee on the Date of Grant.

       

      
        
          	
                  4.

                	
                  Stock
      Subject to Plan

                


        

      

       

      The
maximum number of Shares that may be issued pursuant to the Plan upon exercise
of Options is 1,172,500, subject to adjustment as provided in Paragraph 12. The
Shares so delivered may, at the Company’s option, be either Treasury Shares or
Shares originally issued for such purpose. If an option covering Shares
terminates or expires without having been exercised in whole or in part,
additional Options may be granted covering the Shares as to which the Option was
not exercised.

       

      
        
          	
                  5.

                	
                  Administration
      of Plan

                


        

      

       

      (a)           The
Plan shall be administered by the Board without participation by any director on
any matter pertaining to him. However, the Board may designate a Committee
composed of two or more of its members each of whom shall be an “outside
director” within the meaning of Treasury Regulation Section 1.162-27(e) to
operate and administer the Plan in its stead.


      
        
           


        

        
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      (b)           The
Committee shall hold meetings at such times and places as it may determine. A
majority of the members of the Committee shall constitute a quorum. Acts
approved at a meeting by a majority of the members and the Committee or acts
approved in writing by the unanimous consent of the members of the Committee
shall be the valid acts of the Committee.

       

      (c)           The
Committee shall, from time to time at its discretion, grant Options to Eligible
Persons pursuant to the terms of the Plan. The Committee shall have plenary
authority to determine the Eligible Persons to whom, and the times at which,
Options shall be granted, the number of Options to be granted and the price and
other terms and conditions thereof, subject, however, to the express provisions
of the Plan. In making such determinations, the Committee may take into account
the nature of each Eligible Person’s services and responsibilities’ such
Eligible Person’s present and potential Contribution to the Company’s success
and such other factors as it may deem relevant. The interpretation and
construction by the Committee of any provision of the Plan or of any Option
granted under it shall be final, binding and conclusive.

       

      (d)           Each
member of the Committee shall be entitled, without further act on his or her
part, to indemnity from the Company and limitation of liability to the fullest
extent provided by applicable law and the Company’s Articles of Incorporation
and/or By-laws in connection with or arising out of any action, suit or
proceeding with respect to the administration of the Plan or the granting of
Options thereunder in which he or she may be involved by reason of his or her
being or having been a member of the Committee, whether or not he or she
continues to be a member of the Committee at the time of the action, suit or
proceeding.

       

      
        
          	
                  6.

                	
                  Grant
      of Rights

                


        

      

       

      (a)           The
Committee may grant Options to Eligible Persons.

       

      (b)           The
grant of an Option pursuant to the Plan shall not be construed to imply or to
constitute evidence of any agreement, express or implied, on the part of the
Company or any Affiliate to retain the Optionee as an employee, director,
consultant or advisor of the Company or any Affiliate.

       

      
        
          	
                  7.

                	
                  Eligibility

                


        

      

       

      (a)           All
employees, directors, consultants and advisors of the Company or its Affiliates
shall be Eligible Persons, eligible to receive grants of Options. An Eligible
Person may receive more than one Option but only on the terms and conditions,
and subject to the restrictions of the Plan. No Optionee shall be granted
Options to receive, in the aggregate, more than 10% of the Shares that may be
issued pursuant to the Plan.

       

      (b)           An
Incentive Stock Option shall not be granted to a Ten Percent Shareholder except
on such terms as are provided in Paragraphs 8(b) and 8(f) with respect to such a
person. An Incentive Stock Option shall not be granted to an Eligible Person who
is not an employee of the Company.


      
        
           


        

        
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                  8.

                	
                  Option
      Agreements and Terms

                


        

      

       

      All
Options shall be evidenced by Option agreements that shall be executed on behalf
of the Company and by the respective Optionees. The terms of Option agreements
need not be identical as between Optionees, or for Options granted at any
particular time, and shall be determined from time to time by the Committee,
consistent, however, with the following:

       

      (a)           Time of Grant. All
Options shall be granted within 10 years of the date of adoption of the
Plan.

       

      (b)           Option Price. In the
case of an Incentive Stock Option, the Option price per Share shall be
determined by the Committee but shall not be less than 100% of the Fair Market
Value of a Share on the Date of Grant; provided, however, that with respect to
any Incentive Stock Options granted to a Ten Percent Shareholder, the option
price or Share shall not be less than 110% of the Fair Market Value of a Share
on the Date of Grant. In the case of a Non-Qualified Option, the Option price
per Share shall be determined by the Committee in its discretion, and may be
less than, greater than or equal to the Fair Market Value of a Share on the Date
of Grant.

       

      (c)           Restrictions on
Transferability. No Option shall be transferable otherwise than by will
or the laws of descent and distribution and, during the lifetime of the
Optionee, shall be exercisable only by such Optionee. Upon the death of
Optionee, the person to whom the rights shall have passed by will or by the laws
of descent and distribution may exercise any Options only in accordance with the
provisions of Paragraph 8(f).

       

      (d)           Payment Upon Exercise of
Options. Full payment for Shares purchased upon the exercise of an Option
shall be made in cash or, at the election of the Optionee and as the Committee
may, in its sole discretion, approve in the Option agreement by surrendering
Shares with an aggregate Fair Market Value (determined on the date of the
delivery of the Shares) equal to the aggregate Option price, or by delivering
such combination of Shares and cash as the Committee may, in its sole
discretion, approve in the Option agreement.

       

      (e)           Issuance of Certificate upon
Exercise of Options; Payment of Cash. Only whole Shares shall be issuable
upon exercise of Options. Any right to a fractional Share shall be satisfied in
cash by multiplying the fractional Share by the Fair Market Value of a Share on
the date the Option is exercised. Subject to Paragraph 14, upon payment of the
option price, a certificate for the number of whole Shares and a check for the
Fair Market Value on the date of exercise of any fractional Share to which the
Optionee is entitled shall be delivered to such Optionee by the
Company.

       

      (f)           Termination of
Options. No Option shall be exercisable after the first to occur of the
following:

       

      (i)           Expiration
of the Option term specified in the Option agreement, which in no event shall
exceed (A) ten years from the Date of Grant, or (B) five years from the Date of
Grant in the case of an Optionee who is a Ten Percent Shareholder;

       

      (ii)          Expiration
of thirty days from the date of the termination or cessation of employment under
Paragraph 9 of the Plan of an Optionee who is a director or employee of the
Company or an Affiliate, for any reason other than disability (within the
meaning of section 22(e)(3) of the Code) or death;


      
        
           


        

        
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      (iii)         Expiration
of one year from the date of termination or cessation of employment under
Paragraph 9 of the Plan of an Optionee who is a director or employee of the
Company or an Affiliate due to the Optionee’s disability (within the meaning of
section 22(e)(3) of the Code) or death, provided that no Option that was not
exercisable at such termination or cessation of employment shall become
exercisable following such termination or cessation of employment;
or

       

      (iv)         The
date, if any, set by the Committee to be an accelerated expiration date in the
event of the occurrence of a transaction or series of related transactions as
set forth in Paragraph 13 of the Plan.

       

      (g)           Date of Exercise. The
date of exercise of an option shall be the date on which written notice of
exercise and payment in full of the option price shall be received by the
Company in accordance with the provisions of the Option agreement. Each such
exercise shall be irrevocable when given. Each notice of exercise must (i)
specify the Incentive Stock Option, Non-Qualified Option, or combination
thereof, being exercised; and (ii) include a statement of preference (which
shall not be binding on the Committee) as to the manner in which payment to the
Company shall be made (Shares, cash or combination of Shares and cash).
Notwithstanding the above, should the Company be advised by counsel that
issuance of Shares should be delayed pending: (A) registration under federal or
state securities laws or (B) the receipt of an opinion that ban appropriate
exemption therefrom is available, the Company may defer exercise of any Option
granted hereunder until either such event in (A) or (B) has
occurred.

       

      (h)           Multiple Grants of Incentive
Stock Options and Non-Qualified Options. The grant, exercise, termination
or expiration of any Incentive Stock Option or Non Qualified Option shall, by
itself, have no effect upon any other Incentive Stock Option or Non-Qualified
Option held by the same Optionee.

       

      
        
          	
                  9.

                	
                  Termination
      or Cessation of Employment

                


        

      

       

      For
purposes of the Plan:

       

      (a)           a
transfer of an employee between two employers, each of which is the Company or
an Affiliate, shall not be deemed a termination or cessation of employment;
and

       

      (b)           the
end of the term of office of an Optionee or Participant who is a director of the
Company or an Affiliate but who is not an employee, consultant or advisor of the
Company or an Affiliate and who is not reelected as a director of the Company or
an Affiliate shall be deemed a termination or cessation of
employment.

       

      
        
          	
                  10.

                	
                  Limitation
      on Exercise of Incentive Stock
Options

                


        

      

       

      The
aggregate Fair Market Value (determined as of the time Options are granted) of
the Shares with respect to which Incentive Stock Options may first become
exercisable by an Optionee in any one calendar year under the Plan and under any
Other Plan of the Company and its Affiliates, shall not exceed $100,000. The
limitations imposed by this Paragraph 10 shall apply only to Incentive Stock
Options granted under the Plan, and not to any other Options. In the event an
individual receives an Option intended to be an Incentive Stock Option which is
subsequently determined to have exceeded the limitation set forth above, or if
an individual is granted options that first become exercisable in a calendar
year that have an aggregate Fair Market Value (determined as of the time the
options are granted) that exceeds the limitations set forth above, the Options
in excess of the limitation shall be treated as Non-Qualified
Options.

       


      
        
           


        

        
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                  11.

                	
                  Rights
      as Stockholders

                


        

      

       

      No
Optionee shall have any right as a stockholder with respect to any Shares
subject to his Options until the date of the issuance of a stock certificates to
him or her for such Shares.

       

      
        
          	
                  12.

                	
                  Changes
      in Capitalization

                


        

      

       

      In the
event of a stock dividend, stock split, recapitalization, combination,
subdivision, issuance of rights, or other similar corporate change, the board
shall make full anti-dilution adjustments in the aggregate number of Shares that
may be covered by Options agreements issued pursuant to the Plan, the number of
Shares that may be the subject of any individual grant of Options, and the
number of Shares subject to, and the option price of, each then-outstanding
Option.

       

      
        
          	
                  13.

                	
                  Mergers,
      Dispositions and Certain Other
Transactions

                


        

      

       

      If,
during the term of any Option agreement, the Company or any Affiliate shall be
merged into or consolidated with or otherwise combined with or acquired by
another person or entity, or there is a divisive reorganization or a liquidation
or partial liquidation of the Company, the Committee may choose to take no
action with regard to some or all of the Options outstanding or, notwithstanding
any other provision of the Plan, to take any of the following courses of
action:

       

      (a)           Not
less than 15 days nor more than 60 days prior to any such transaction, to notify
all Optionees that their Options shall expire on the 15th day after the date of
such notice in which event all Optionees shall have the right to exercise any or
all of their Options prior to such new expiration date; or

       

      (b)           The
Company may provide any agreement with respect to any such merger,
consolidation, combination or acquisition that the surviving, new or acquiring
corporation shall grant options to the Optionees to acquire shares in such
Corporation with respect to which:

       

      (i)           the
excess of the fair-market value of the shares of such corporation immediately
after the consummation of such merger, consolidation, combination or acquisition
over the option price, shall be as nearly equal to, but not greater than, the
excess of the Fair Market Value of the Shares over the option price of Options
immediately prior to the consummation of such merger, consolidation, combination
or acquisition; and

       

      (ii)          on
a share-by-share basis, the ratio of the option price to the fair market value
of the shares of the surviving, new, or acquiring corporation immediately after
such merger, consolidation, combination or acquisition is no more favorable to
the Optionee than the ratio of the option price to the Fair Market Value of the
Shares immediately before such merger, consolidation, combination or
acquisition; or


      
        
           


        

        
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      (c)           The
Company shall take such other action as the Board shall determine to be
reasonable under the circumstances in order to permit Optionees or Participants
to realize the value of rights granted to them under the Plan.

       

      
        
          	
                  14.

                	
                  Delivery
      of Certificates for Shares; Tax
Withholding

                


        

      

       

      The
Company shall not be obligated to deliver any stock certificates for Shares
issuable on the exercise of Options until such Shares have been listed (or
authorized for listing upon official notice of issuance) upon each stock
exchange upon which outstanding Shares of such class at the time of the award
are listed nor until there has been compliance with such laws or regulations as
the Company may be deemed applicable, including without limitation, registration
or qualification of such Shares under any federal or state law. If the Optionee
is an employee of the Company or its Affiliates, the Optionee shall make
available to the Company an amount sufficient to satisfy all Federal, state and
local Withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for Shares issuable on the exercise of an Option.
The Committee may, in its sole discretion, provide in the Option agreement that
the Company may retain from the Shares which are otherwise issuable or
deliverable to the Optionee a number of Shares which have a Fair Market Value
(determined on the date of delivery of the shares) equal to such tax liability.
Notwithstanding the above, the Company’s obligation to make any delivery or
transfer of Shares shall be conditioned on the Optionee’s Compliance to the
Company’s satisfaction with any withholding requirement imposed by Federal,
state or local law.

       

      
        
          	
                  15.

                	
                  Interpretation

                


        

      

       

      The
Committee shall have the power to interpret the Plan and to make and amend rules
for putting it into effect and administering it. It is intended that the
Incentive Stock options granted under the Plan shall constitute incentive stock
options within the meaning of section 422 of the Code, that Shares transferred
pursuant to the exercise of Non-Qualified options shall constitute property
subject to federal income tax pursuant to the provisions of Section 83 of the
Code and, if section 16(b) of the Securities Exchange Act of 1934, as amended,
applies to any Optionee, that the Plan shall qualify for the exemption available
under Rule 16b-3. The provisions of the Plan shall be interpreted and applied
insofar as possible to carry out such intent.

       

      
        
          	
                  16.

                	
                  Amendments

                


        

      

       

      The Plan
may be amended by the Board, but any amendment that increases the aggregate
number of Shares that may be issued pursuant to the Plan upon exercise of
Incentive Stock Options (otherwise than pursuant to Paragraph 12), that changes
the class of individuals eligible to receive Incentive Stock Options or that
otherwise requires the approval of the stockholders of the Company in order to
comply with the requirements of Rule 16b-3 shall require such approval as is
necessary to satisfy the requirements of the Rule 16b-3 and as is required by
applicable state law, as then in effect, to make the amendment effective. No
outstanding Option shall be affected by any such amendment without the written
consent of the Optionee, or other person then entitled to exercise such
Option.


      
        
           


        

        
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                  17.

                	
                  Securities
      Law

                


        

      

       

      The
Committee shall have the power to make each grant under the Plan subject to such
conditions as it deems necessary or appropriate to comply with the then-existing
requirements of the Securities Act of 1933 or the Securities Exchange Act of
1934, including Rule 16b-3.

       

      
        
          	
                  18.

                	
                  Effective
      Date and Term of Plan

                


        

      

       

      The Plan
shall become effective on the date of adoption of the Plan, and shall expire on
the day before the tenth anniversary of the date of adoption of the Plan, unless
sooner terminated by the Board. The Board shall submit this Plan to the
stockholders of the Company for their approval at the first annual meeting of
stockholders held after the adoption of the Plan by the Board. Any Option
granted before the approval of the Plan by the Company’s Stockholders shall be
expressly conditioned upon, and shall not be exercisable until, approval. If
such stockholder approval is not received within one year from the date of the
adoption of the Plan by the Board, all Options granted under the Plan shall
expire.

       

      
        
          	
                  19.

                	
                  Restrictions
      on Share Transferability and Repurchase
Rights

                


        

      

       

      The
Committee, in its discretion, may include in an Option agreement (i)
restrictions on the transferability of Shares acquired under the Plan and (ii)
circumstances under which the Company shall have repurchase rights in Shares at
a price determined under the Option agreement. Shares shall bear an appropriate
legend-evidencing any such transfer restrictions or repurchase
rights.

       

      
        
          	
                  20.

                	
                  General

                


        

      

       

      Each
Option agreement shall contain such terms and conditions not inconsistent with
the Plan as the Committee may determine. The issuance of Shares on the exercise
of an Option shall be subject to all of the applicable requirements of the
Pennsylvania Business Corporation Law of 1988, as amended from time to time, and
other applicable laws, including federal or state securities laws, and all
Shares issued under the Plan shall be subject to the terms and restrictions
contained in the Articles of Incorporation of the Company, as amended from time
to time. Among other things, the Optionee may be required to deliver an
investment representation to the Company in connection with any other exercise
of such Option or to agree to refrain from selling or otherwise disposing of the
Shares acquired for a specified period of time or on specified
terms.

       

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