ex10-6tofhco200910k.htm


    Exhibit 10.6


      THE
FEMALE HEALTH COMPANY

       

      1997
STOCK OPTION PLAN

      (as
amended effective as of October 8, 2009)

       

       

      
        	1.	Purpose.  The
      purpose of the 1997 Stock Option Plan (the "Plan") is to provide
      a special incentive to employees, officers and key executives of The
      Female Health Company (the "Company") and its subsidiaries to promote the
      Company's business.  The Plan is designed to accomplish this
      purpose by offering such employees, officers and key executives an
      opportunity to purchase shares of the common stock of the Company and
      thereby share in the Company's long-term success.  For purposes
      of the Plan, a subsidiary is any corporation in which the Company owns,
      directly or indirectly, stock possessing 50% or more of the total combined
      voting power of all classes of stock or over which the Company has
      effective operating control.
	 	 
	2.	Administration.  The
      Plan shall be administered by the Board of Directors of
      the Company or by a stock option committee established by the Board of
      Directors and consisting of two or more non-employee directors qualified
      to serve on such committee pursuant to Section 16 of the Securities
      Exchange Act of 1934 and the rules promulgated thereunder (the Board of
      Directors and the stock option committee collectively and individually
      referred to herein as the "Administrator").  The Administrator
      shall have authority, consistent with the
    Plan:
	 	 
	 	(a)	to determine which
      employees shall be granted options;
	 	 	 
	 	(b)	to determine
      the time or times when options shall be granted and the number of shares
      of common stock to be subject to each option;
	 	 	 
	 	(c)	to determine the
      option price of option shares and the method of payment
      of such price;
	 	 	 
	 	(d) 	to determine the
      time or times when each option becomes exercisable
      and the duration of the exercise period, subject to the limitations
      contained in paragraph 6(b);
	 	 	 
	 	(e)	to prescribe, from
      time to time, the form of the instruments evidencing
      any options granted under the Plan and of any other instruments required
      under the Plan;
	 	 	 
	 	(f)	to adopt, amend and
      rescind rules and regulations for the administration
      of the Plan and the options and for its own acts and proceedings;
      and


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        
          	 	(g)	to decide all
      questions and settle all controversies and disputes which
      may arise in connection with the Plan.
	 	 
	 	All decisions,
      determinations and interpretations of the Administrator shall be binding
      on all parties concerned.
	 	 
	3.	Participants.  The
      participants in the Plan shall be employees, officers and key
      executives of the Company or its subsidiaries, as may be selected from
      time to time by the Administrator in its discretion.  Directors
      who are not employees shall not be eligible to participate in the
      Plan.
	 	 
	4.	Limitations.  No
      option shall be granted under the Plan after December 31, 2006
      but options theretofore granted may extend beyond that
      date.  Subject to adjustment as provided in section 8, the
      number of shares of common stock of the Company which may be issued under
      the Plan shall not exceed 600,000 shares in the aggregate nor shall any
      one participant be granted more than 120,000 options under the
      Plan.  To the extent that any option granted under the Plan
      shall expire or terminate unexercised or for any reason become
      unexercisable as to any shares subject thereto, such shares shall
      thereafter be available for further grants under the Plan.  No
      participant may exercise any option if, for any reason, the exercise of
      such options would cause the participant to have any compensation from the
      Company which is nondeductible by the Company under Section 162(m) of the
      Internal Revenue Code of 1986.  The exercise of any such options
      shall be deferred and exercised by the participant at such time, if ever,
      that the resulting compensation will be fully deductible by the
      Company.
	 	 
	5.	

                  Stock To Be
      Issued.  Stock to be issued under the Plan may constitute
      an original
      issue of authorized stock or may consist of previously issued stock
      acquired by the Company, as shall be determined by the Board of
      Directors.  The Board of Directors and the proper officers of
      the Company shall take any appropriate action required for such
      issuance.

                
	 	 
	6.	Terms and Conditions
      of Options.  All options granted under the Plan shall
      be
      subject to the following terms and conditions (except as provided in
      section 7) and to such other terms and conditions as the Administrator
      shall determine to be appropriate to accomplish the purposes of the
      Plan:
	 	 
	 	(a)	Exercise
      Price.  The exercise price shall be determined by the
      Administrator.


        

         

         

         

        
          
            
            

          

          
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            	 	(b)	Period of
      Options.  The period of an option shall not exceed ten
      years from the date of grant.  Any option which has not vested
      pursuant to section 6(c) below within ten years from the date of its grant
      shall expire.
	 	 	 
	 	(c)	Vesting of
      Options.  Options issued to a participant under the Plan
      shall vest as determined by the Administrator and as specified in the
      Participant's grant agreement.
	 	 	 
	 	(d)	Exercise of
      Options.
	 	 	 
	 	 	(i)	Each option
      shall be exercisable at any time after it has vested.
	 	 	 	 
	 	 	(ii)	A person
      electing to exercise an option shall give written notice to the Company,
      as specified by the Administrator, of such person's election and of the
      number of shares elected to be purchased.  Such notice shall be
      accompanied by such other instruments or documents as may be required by
      the administrator.
	 	 	 	 
	 	(e)	Payment for
      Shares.  Upon exercise of any option granted hereunder,
      payment
      in full shall be made at the time of such exercise for all such shares
      then being purchased.  The exercise price of an option shall be
      paid in cash or, in the sole discretion of the Administrator, by
      permitting the holder of the option to elect to direct the Company to
      withhold a sufficient number of shares otherwise deliverable upon exercise
      to satisfy the exercise price (valuing the shares for this purpose at
      their Fair Market Value).  In the event that the exercise price
      is paid by withholding shares otherwise deliverable upon exercise to
      satisfy the exercise price (or to satisfy any tax withholding requirements
      pursuant to section 11), no fractional shares shall be issued, and
      the Company shall in lieu thereof, at its option, either make payment to
      the holder of the option of cash in the amount of such fraction multiplied
      by the Fair Market Value of the shares or round such fraction to the
      nearest whole share.
	 	 
	 	 	For
      purposes of this Plan, "Fair Market Value" shall mean the value of the
      Company's common stock determined as follows as of the business day
      immediately preceding the date of exercise of the
      option:  (i) if the common stock is listed on any
      established stock exchange or a national market system, including, without
      limitation, the NASDAQ Stock Market, its Fair Market Value shall be the
      closing sales price for such stock (or the closing bid, if no sales were
      reported) as quoted on such exchange or system for the day of
      determination, as reported in The
      Wall Street Journal or such other source as the Administrator deems
      reliable, (ii) if the common stock is regularly quoted by a
      recognized securities dealer but selling prices are not reported, the Fair
      Market Value of a share of common stock shall be the mean between the high
      bid and low asked prices for the common stock for the day of
      determination, as reported in The
      Wall Street Journal or such other source as the Administrator deems
      reliable; or (iii) in the absence of an established market for the
      common stock, the Fair Market Value shall be determined in good faith by
      the Administrator.


          

           

           

           

          
            
              
              

            

            
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              	 	 	The
      Company shall not be obligated to issue any shares unless and until,
      in the opinion of the Company's counsel, all applicable laws and
      regulations have been complied with and, in the event the outstanding
      common stock is at the time listed upon any stock exchange, unless and
      until the shares to be issued have been listed or authorized to be added
      to the list upon official notice of issuance upon such exchange, and
      unless and until all other legal matters in connection with the issuance
      and delivery of the shares have been approved by the Company's
      counsel.  Without limiting the generality of the foregoing, the
      Company may require from the participant such investment representation or
      such agreement, if any, as counsel for the Company may consider necessary
      in order to comply with the Securities Act of 1933 as then in effect, and
      may require that the participant agree that any sale of the shares will be
      made only in such manner as is permitted by the Administrator and that the
      participant will notify the Company when the participant intends to make
      any disposition of the shares whether by sale, gift or
      otherwise.  The participant shall take any action reasonably
      requested by the Company in such connection.  A participant
      shall have the rights of a stockholder only as to shares actually acquired
      by the participant under the Plan.
	 	 
	 	(f)	Nontransferability of
      Options.  No option may be transferred by a participant
      otherwise than by will or by the laws of descent and distribution, and
      during the participant's lifetime the option may be exercised only by the
      participant.
	 	 
	 	(g)	Termination of
      Employment.  Except as otherwise determined by the Administrator,
      if the employment of a participant is terminated by the Company or any of
      its subsidiaries for cause, the Company shall have the right, in the
      discretion of the Administrator, to rescind any unexercised
      options.  If the Company does not rescind such unexercised stock
      options the participant shall have ten days from the date of such
      termination to exercise any options which were vested as of the date of
      termination and all nonvested options and options not exercised in such
      ten day period shall be forfeited.  If a participant's
      employment with the Company or any of its subsidiaries is terminated by
      the Company or any of its subsidiaries without cause, the participant
      shall have six months from the date of such termination to exercise any
      vested options as of the date of such termination and any options which
      become vested during such six month period.  If a participant
      voluntarily terminates employment with the Company or any of its
      subsidiaries, the participant shall have ten days to exercise any options
      which are vested as of the date of termination and any options which
      become vested during such ten-day period.  Notwithstanding the
      foregoing, a participant shall not be deemed to have terminated employment
      if the participant serves as a director of or consultant to the Company or
      any of its
subsidiaries.


            

             

             

             

            
              
                
                

              

              
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                	 	 	For
      purposes of the Plan, "cause" shall mean fraud, dishonesty, acts
      of
      gross negligence in the course of employment, misrepresentation to
      shareholders or directors of the Company, a material breach of the terms
      of any written employment agreement between the participant and the
      Company or the commission of a felony.  In no event, however,
      may a participant exercise an option at a time when the option would not
      be exercisable had the participant remained an
  employee.
	 	 
	 	 	

                        For
      purposes of this section (g), a participant's employment shall not
      be
      considered terminated in the case of sick leave or other bona fide leave
      of absence approved by the Company, or in the case of a transfer to the
      employment of a subsidiary or to the employment of the
      Company.

                      
	 	 
	 	(h)	Death.  If
      a participant's employment terminates due to death, the participant's
      executor or administrator or the person or persons to whom the option is
      transferred by will or the applicable laws of descent and distribution
      shall have 12 months from the date of death to exercise any options which
      were vested as of the date of death and any options which become vested
      during such 12-month period.
	 	 
	 	(i)	Disability.  If
      the participant's employment terminates due to Permanent Disability
      (defined below), the participant shall have 12 months from the date of
      notice of termination to exercise any options which are vested as of the
      date of termination and any options which become vested during such
      12-month period.  For purposes of this Plan, "Permanent
      Disability" shall be a disability which, in the sole and absolute
      discretion of the Administrator, is likely to prevent the participant's
      return to work within 6 months after the onset of such
      disability.  The determination of Permanent Disability and the
      date of termination shall be determined by the Administrator in its sole
      and absolute
discretion.


              

               

               

              
                
                  
                  

                

                
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                  	7.	Replacement
      Options.  The Company may grant options under the Plan on
      terms
      differing from those provided for in section 6 where such options are
      granted in substitution for options held by employees of other
      corporations who become employees of the Company or a subsidiary as the
      result of a merger, consolidation or other reorganization of the employing
      corporation with the Company or a subsidiary, or the acquisition by the
      Company or a subsidiary of the business, property or stock of the
      employing corporation.
	 	 
	 	The
      Administrator may direct that the substitute options be granted on such
      terms
      and conditions as the Administrator considers appropriate in the
      circumstances.
	 	 
	8.	Changes in
      Stock.  In the event of a stock dividend, stock split or
      merger
      in which the Company is the surviving corporation, or other similar
      capital change, the number and kind of stock or securities of the Company
      to be subject to the Plan and to options then outstanding or to be granted
      thereunder, the maximum number of shares or securities which may be issued
      or sold under the Plan, the option price and other relevant provisions
      shall be appropriately adjusted by the Board of Directors of the Company,
      the determination of which shall be binding on all
      persons.
	 	 
	9.	Employment
      Rights.  The adoption of the Plan does not confer upon
      any employee
      of the Company or a subsidiary any right to continue employment with the
      Company or a subsidiary, as the case may be, nor shall it interfere in any
      way with the right of the Company or a subsidiary to terminate the
      employment of any of its employees at any time.
	 	 
	10.	Change of
      Control.  Notwithstanding anything to the contrary
      contained herein,
      all outstanding stock options under this Plan shall become fully
      exercisable immediately upon a “change of control” without regard to any
      holding period limitations or other requirements for vesting
      thereof.  The term “change of control” for the purposes hereof
      means (i) a third party, including a “group” as defined in Section
      13(d)(3) of the Securities Exchange Act of 1934 but excluding the current
      directors of the Company, becoming the beneficial owner of shares of the
      Company having twenty-five percent (25%) or more of the total number of
      votes that may be cast for the election of directors of the Company; or
      (ii) as the result of, or in connection with, any cash tender or exchange
      offer, merger or other business combination, sale of assets or contested
      election, or any combination of the foregoing transactions (a
      “Transaction”), (A) the persons who were directors of the Company before
      the Transaction shall cease to constitute a majority of the Board of
      Directors of the Company or any successor to the Company, or (B) there is
      the sale, exchange or other disposition of all or substantially all of the
      Company’s assets to a third
party.


                

                 

                 

                 

                
                  
                    
                    

                  

                  
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                  	11.	Tax
      Withholding.  Whenever shares are to be issued in
      satisfaction of of
      options exercised under this Plan, the Company shall have the power to
      require the recipient of the shares to remit to the Company an amount
      sufficient to satisfy federal, state and local withholding tax
      requirements.  The Administrator may, in its sole discretion, in
      lieu of all or any portion of such cash payment regarding such withholding
      taxes, permit the holder of the option to elect to direct the Company to
      withhold a sufficient number of shares otherwise deliverable upon exercise
      to satisfy all or a portion of such withholding taxes (valuing the shares
      for this purpose at the Fair Market Value).
	 	 
	12.	Amendments.  The
      Administrator may at any time discontinue granting options
      under the Plan.  The Board of Directors of the Company may at
      any time or times amend the Plan or amend any outstanding option or
      options for the purpose of satisfying the requirements of any changes in
      applicable laws or regulations or for any other purpose which may at the
      time be permitted by law, provided that except to the extent permitted
      under the Plan no amendment shall, without the consent of the participant,
      void or diminish options previously granted, nor increase or accelerate
      the conditions and actions required for the exercise of the same, except
      if the participant shall be discharged from the Company's employment for
      cause.


                

              

            

          

        

      

       

       

       

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