Exhibit 10.16


 


1998 STOCK OPTION PLAN

FOR MANAGEMENT AND KEY EMPLOYEES OF

BRW ACQUISITION, INC. AND SUBSIDIARIES


 


1.                                       Purpose
of Plan


 


The 1998
Option Plan for Management and Key Employees of BRW Acquisition, Inc. and
Subsidiaries (the “Plan”) is designed:


 


(a)                                  to
promote the long term financial interests and growth of BRW Acquisition, Inc.
(the “Company”) and its subsidiaries by attracting and retaining management
personnel with the training, experience and ability to enable them to make a
substantial contribution to the success of the Company’s business;


 


(b)                                 to
motivate management and other personnel by means of growth-related incentives
to achieve long range goals; and


 


(c)                                  to
further the alignment of interests of participants with those of the stockholders
of the Company through opportunities for increased stock, or stock-based,
ownership in the Company.


 


2.                                       Definitions


 


As used in the
Plan, the following words shall have the following meanings:


 


(a)                                  “Board
of Directors” means the Board of Directors of the Company.


 


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


 


(c)                                  “Committee”
means the Compensation Committee of the Board of Directors.


 


(d)                                 “Common
Stock” or “Share” means Common Stock of the Company which may be authorized but
unissued, or issued and reacquired.


 


(e)                                  “Employee”
means a person, including an officer, in the regular full-time employment of
the Company or one of its Subsidiaries who, in the opinion of the Committee,
is, or is expected to be, responsible for the management, growth or protection
of some part or all of the business of the Company.


 


(f)                                    Employee
Stockholder’s Agreement” means an agreement between the Company and a
Participant that sets forth the terms, conditions, and limitations applicable
to any shares purchased pursuant to Options granted under this Plan.


 


(g)                                 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(h)                                 “Fair
Market Value” means such value of a Share as determined at the relevant time in
good faith by the Board on the basis of the value of the Company as a whole
divided by the fully diluted equity of the Company.


 


(i)                                     “Management
Stockholder’s Agreement” means an agreement between the Company and a
Participant that sets forth the terms and conditions and limitations applicable


 

















 


to any Shares
purchased pursuant to Options granted under this Plan (and, together with the
Employee Stockholder’s Agreement, the “Stockholder’s Agreements”).


 


(j)                                     “Option
Agreement” means an agreement between the Company and a Participant that sets
forth the terms, conditions and limitations applicable to a grant of Options
pursuant to the Plan.


 


(k)                                  “Option”
means an option to purchase shares of the Common Stock which will not be an
“incentive stock option” (within the meaning of Section 422 of the Code).


 


(l)                                     “Participant”
means an Employee, or other person having a relationship with the Company or
one of its Subsidiaries, to whom one or more grants of Options have been made
and such grants have not all been forfeited or terminated under the Plan.


 


(m)                               “Subsidiary”
shall mean any corporation, partnership, joint venture or other entity which
the Company controls, directly or indirectly through one or more
intermediaries.  For purposes of this
definition, the term “control” of a person or entity means the possession,
direct or indirect, of the power to (i) vote 50% or more of the voting
securities of such person or entity or (ii) direct or cause the direction of
the management and policies of such person or entity, whether by contract or
otherwise.


 


3.                                       Administration
of Plan


 


(a)                                  The
Plan shall be administered by the Committee; provided, however, that the
members of the Committee shall qualify to administer the Plan for purposes of
Rule 16b-3 (and any other applicable rule) promulgated under Section 16(b) of the
Exchange Act to the extent that the Company is subject to such rule.  The Committee may adopt its own rules of
procedure, and action of a majority of the members of the Committee taken at a
meeting, or action taken without a meeting by unanimous written consent, shall
constitute action by the Committee.  The
Committee shall have the power and authority to administer, construe and
interpret the Plan, to make rules for carrying it out and to make changes in
such rules.  Any such interpretations,
rules and administration shall be consistent with the basic purposes of the
Plan.


 


(b)                                 The
Committee may delegate to any senior officers of the Company its duties under
the Plan subject to such conditions and limitations as the Committee shall
prescribe except that only the Committee may designate and make Option grants
to Participants who are subject to Section 16 of the Exchange Act.


 


(c)                                  The
Committee may employ attorneys, consultants, accountants, appraisers, brokers
or other persons.  The Committee, the
Company, and the officers and directors of the Company shall be entitled to
rely upon the advice, opinions or valuations of any such persons.  All actions taken and all interpretations
and determinations made by the Committee in good faith shall be final and binding
upon all Participants, the Company and all other interested persons.  No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or Option grants, and all members of the
Committee shall be fully protected by the Company with respect to any such
action, determination or interpretation.


 


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4.                                       Eligibility


 


The Committee
may from time to time make Option grants under the Plan to such Employees, or
other persons having a relationship with the Company or any of its
Subsidiaries, and in such form and having such terms, conditions and
limitations as the Committee may determine. 
No Option grants may be made under this Plan to non-employee directors
of the Company or any of its Subsidiaries. 
Options may be granted singly, in combination or in tandem.  The terms, conditions and limitations of
each Option grant under the Plan shall be set forth in an Option Agreement, in
a form approved by the Committee, consistent, however, with the terms of the
Plan and the applicable Stockholder’s Agreement.


 


5.                                       Grants


 


From time to
time, the Committee, in its sole discretion, will determine the forms and
amounts of Options to be granted to Participants.  At the time of an Option grant, the Committee shall determine,
and shall include in the Option Agreement or other Plan rules, the option
exercise period, the option price, and such other conditions or restrictions on
the grant or exercise of the Option as the Committee deems appropriate.  In addition to other restrictions contained
in the Plan, an Option granted under this Paragraph 5 may not have an option
exercise price less than the par value of the Common Stock on the date the
Option is granted.  Payment of the
option price shall be made in cash or in shares of Common Stock, or a
combination thereof, in accordance with the terms of the Plan, the Option
Agreement and of any applicable guidelines of the Committee in effect at the
time.  Options may be granted prior to
the effective date of the Plan (as determined pursuant to Paragraph 13 herein).


 


6.                                       Limitations
and Conditions


 


(a)                                  The
number of Shares available under this Plan shall be 20,000 shares of the
authorized Common Stock as of the effective date of the Plan.  Unless restricted by applicable law, Shares
related to Options that are forfeited, terminated, cancelled or expire
unexercised, shall immediately become available to be subject to Option grants.


 


(b)                                 No
Options shall be granted under the Plan beyond ten years after the effective
date of the Plan, but the terms of Options granted on or before the expiration
of the Plan may extend beyond such expiration. 
At the time an Option is granted or amended or the terms or conditions
of an Option are changed, the Committee may provide for limitations or
conditions on such grant or purchase consistent with the terms of the
applicable Stockholder’s Agreement.


 


(c)                                  Nothing
contained herein shall affect the right of the Company to terminate any Participant’s
employment at any time or for any reason, subject to the terms and conditions
of any other agreement a Participant may have with the Company.


 


(d)                                 Other
than as specifically provided with regard to the death of a Participant or this
Section 6(d), no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so shall be void.  No such benefit shall, prior to receipt thereof by the
Participant, be in any manner liable for or subject to the debts, contracts,
liabilities, engagements, or torts of the Participant.


 


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(e)                                  Participants
shall not be, and shall not have any of the rights or privileges of,
stockholders of the Company in respect of any Shares purchasable in connection
with any Option grant unless and until certificates representing any such
Shares have been issued by the Company to such Participants.


 


(f)                                    No
election as to benefits or exercise of Options may be made during a
Participant’s lifetime by anyone other than the Participant except by a legal
representative appointed for or by the Participant.


 


(g)                                 Absent
express provisions to the contrary, any grant of Options under this Plan shall
not be deemed compensation for purposes of computing benefits or contributions
under any retirement plan of the Company or its Subsidiaries and shall not
affect any benefits under any other benefit plan of any kind now or
subsequently in effect under which the availability or amount of benefits is
related to level of compensation.  This
Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement
Income Security Act of 1974, as amended.


 


(h)                                 Unless
the Committee determines otherwise, no benefit or promise under the Plan shall
be secured by any specific assets of the Company or any of its Subsidiaries,
nor shall any assets of the Company or any of its Subsidiaries be designated as
attributable or allocated to the satisfaction of the Company’s obligations
under the Plan.


 


7.                                       Transfers
and Leaves of Absence


 


For purposes
of the Plan, unless the Committee determines otherwise: (a) a transfer of a
Participant’s employment without an intervening period of separation among the
Company and any Subsidiary shall not be deemed a termination of employment, and
(b) a Participant who is granted in writing a leave of absence shall be deemed
to have remained in the employ of the Company during such leave of absence.


 


8.                                       Adjustments


 


In the event
of any change in the outstanding Common Stock by reason of a stock split,
spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, change of control, or other similar event or
corporate change, the Committee shall adjust appropriately the number of Shares
subject to the Plan and available for or covered by Option grants and exercise
prices related to outstanding Option grants and make such other revisions to
outstanding Option grants as it deems are equitably required.


 


9.                                       Merger,
Consolidation, Exchange,

Acquisition, Liquidation or Dissolution


 


In its
absolute discretion, and on such terms and conditions as it deems appropriate,
coincident with or after the grant of any Option, the Committee may provide
that such Option cannot be exercised after the merger or consolidation of the
Company into another corporation, the exchange of all or substantially all of
the assets of the Company for the securities of another corporation, the
acquisition by another corporation of 80% or more of the Company’s then
outstanding shares of voting stock or the recapitalization, reclassification,
liquidation or dissolution of the Company (a “Transaction”), and if the
Committee so provides, it 


 


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shall, on such terms and
conditions as it deems appropriate, also provide, either by the terms of such
Option or by a resolution adopted prior to the occurrence of such Transaction,
that, for some reasonable period of time prior to such Transaction, such Option
shall be exercisable as to all shares subject thereto, notwithstanding anything
to the contrary herein (but subject to the provisions of Paragraph 6(b)) and
that, upon the occurrence of such event, such Option shall terminate and be of
no further force or effect; provided, however, that the Committee
may also provide, in its absolute discretion, that even if the Option shall
remain exercisable after any such event, from and after such event, any such
Option shall be exercisable only for the kind and amount of securities and/or
other property, or the cash equivalent thereof, receivable as a result of such
event by the holder of a number of shares of stock for which such Option could
have been exercised immediately prior to such event.


 


10.                                 Amendment
and Termination


 


The Committee
shall have the authority to make such amendments to any terms and conditions
applicable to outstanding Option grants as are consistent with this Plan
provided that, except for adjustments made in good faith under Paragraph 8 or 9
hereof, no such action shall modify such Option grant in a manner adverse to
the Participant without the Participant’s consent except as such modification
is provided for or contemplated in the terms of the Option grant.  The Board of Directors may amend, suspend or
terminate the Plan except that no such action, other than an action under
Paragraph 8 or 9 hereof, may be taken which would, without shareholder
approval, increase the aggregate number of Shares subject to Options under the
Plan, decrease the exercise price of outstanding Options, change the
requirements relating to the Committee or extend the term of the Plan.


 


11.                                 Foreign
Options and Rights


 


The Committee
may grant Options to Employees who are subject to the laws of nations other
than the United States, which Option grants may have terms and conditions that
differ from the terms thereof as provided elsewhere in the Plan for the purpose
of complying with foreign laws.


 


12.                                 Withholding
Taxes


 


The Company
shall have the right to deduct from any cash payment made under the Plan any
federal, state or local income or other taxes required by law to be withheld
with respect to such payment.  It shall
be a condition to the obligation of the Company to deliver shares upon the
exercise of an Option that the Participant pay to the Company such amount as
may be requested by the Company for the purpose of satisfying any liability for
such withholding taxes.  Any Option
Agreement may provide that the Participant may elect, in accordance with any
conditions set forth in such Option Agreement, to pay a portion or all of such
withholding taxes from the Participant’s regular wages earned from the Company
or in shares of Common Stock.


 


13.                                 Effective
Date and Termination Dates


 


The Plan shall
be effective on and as of the date of its approval by the stockholders of the
Company and shall terminate ten years later, subject to earlier termination by
the Board of Directors pursuant to Paragraph 10.


 


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