exv10w11






Exhibit 10.11




Mirion Technologies, Inc. 




2006 Stock Plan




Effective as of December 22, 2005




 









 





TABLE
OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page No.	 
	 	 	 
	 	 	 	 
	SECTION 1.	 	  PURPOSE 
	 	 	1	 
	SECTION 2.	 	  ADMINISTRATION 
	 	 	1	 
	a.
	 	Committees 
	 	 	1	 
	b.
	 	Authority of the Board of Directors 
	 	 	1	 
	SECTION 3.	 	  STOCK SUBJECT TO PLAN 
	 	 	1	 
	a.
	 	Basic Limitation
	 	 	1	 
	b.
	 	Additional Shares 
	 	 	2	 
	c.
	 	Acquisitions 
	 	 	2	 
	SECTION 4.	 	  GENERAL TERMS 
	 	 	2	 
	a.
	 	Eligibility 
	 	 	2	 
	b.
	 	Nontransferability
	 	 	2	 
	c.
	 	Withholding Requirements 
	 	 	2	 
	d.
	 	No Retention Rights 
	 	 	2	 
	SECTION 5.	 	  OPTIONS 
	 	 	2	 
	a.
	 	Stock Option Agreement 
	 	 	2	 
	b.
	 	Number of Shares 
	 	 	3	 
	c.
	 	Exercise Price 
	 	 	3	 
	d.
	 	Vesting 
	 	 	3	 
	e.
	 	Exercisability
	 	 	3	 
	f.
	 	Basic Term 
	 	 	3	 
	g.
	 	Termination of Service (Except for Cause) 
	 	 	3	 
	h.
	 	Termination for Cause
	 	 	3	 
	i.
	 	Leaves of Absence
	 	 	4	 
	j.
	 	No Rights as a Stockholder
	 	 	4	 
	k.
	 	Modification, Extension and Assumption of Options
	 	 	4	 
	SECTION 6.	 	  PAYMENT FOR SHARES 
	 	 	4	 
	a.
	 	General Rule 
	 	 	4	 
	b.
	 	Cashless Exercise
	 	 	4	 
	c.
	 	Other Methods of Payment for Shares 
	 	 	4	 
	SECTION 7.	 	  ADJUSTMENT OF SHARES 
	 	 	4	 
	a.
	 	General
	 	 	4	 






i 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page No.	 
	 	 	 
	 	 	 	 
	b.
	 	Mergers and Consolidations 
	 	 	5	 
	c.
	 	Reservation of Rights 
	 	 	5	 
	SECTION 8.	 	  SECURITIES LAW REQUIREMENTS 
	 	 	5	 
	SECTION 9.	 	  DURATION AND AMENDMENTS 
	 	 	6	 
	a.
	 	Term of the Plan 
	 	 	6	 
	b.
	 	Right to Amend or Terminate the Plan 
	 	 	6	 
	c.
	 	Effect of Amendment or Termination 
	 	 	6	 
	SECTION 10.	 	  DEFINITIONS 
	 	 	6	 
	a.
	 	“Award” 
	 	 	6	 
	b.
	 	“Board of Directors” 
	 	 	6	 
	c.
	 	“Cause” 
	 	 	6	 
	d.
	 	“Code” 
	 	 	7	 
	e.
	 	“Committee”
	 	 	7	 
	f.
	 	“Company” 
	 	 	7	 
	g.
	 	“Consultant” 
	 	 	7	 
	h.
	 	“Director”
	 	 	7	 
	i.
	 	“Disability”
	 	 	7	 
	j.
	 	“Employee”
	 	 	7	 
	k.
	 	“Exercise Price”
	 	 	7	 
	1.
	 	“Fair Market Value”
	 	 	7	 
	m.
	 	“Initial Public Offering”
	 	 	7	 
	n.
	 	“Nonstatutory Option”
	 	 	7	 
	o.
	 	“Option”
	 	 	7	 
	p.
	 	“Participant”
	 	 	7	 
	q.
	 	“Plan”
	 	 	8	 
	r.
	 	“Purchase Price”
	 	 	8	 
	s.
	 	“Service”
	 	 	8	 
	t.
	 	“Share”
	 	 	8	 
	u.
	 	“Stock Option Agreement”
	 	 	8	 
	v.
	 	“Stockholders Agreement”
	 	 	8	 
	SECTION 11.	 	  MISCELLANEOUS 
	 	 	8	 
	a.
	 	Choice of Law 
	 	 	8	 
	b.
	 	Stockholders Agreement 
	 	 	8	 






ii 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page No.	 
	 	 	 
	 	 	 	 
	c.
	 	Execution
	 	 	8	 







iii 











 





Mirion Technologies, Inc.

2006 Stock Plan




SECTION 1. PURPOSE.




This Plan provides for the grant of Options to purchase Shares. The purpose of this Plan is to
attract and retain the best available personnel, to provide additional incentive to persons who
provide services to the Company or its affiliates, to promote the success of the Company’s
business and to provide the grant of Options to purchase Shares in amounts equal to and on similar
terms as the options provided to persons who provided services to the Company or its affiliates
prior to the Restructuring. Unless the context otherwise requires, capitalized terms used herein
are defined in Section 10.



SECTION 2. ADMINISTRATION.




a. Committees.
The Plan shall be administered by the Board of Directors or, at its election, by one
or more Committees consisting of one or more members who have been
appointed by the Board of
Directors. Each Committee shall have such authority and be
responsible for such functions as may
be delegated to it by the Board of Directors, and any reference to
the Board of Directors in the
Plan shall be construed as a reference to the Committee (if any) to
whom the Board of Directors has
delegated the relevant function. If no Committee has been appointed,
the entire Board of Directors
shall administer the Plan.



b. Authority of the Board of Directors. The
Board of Directors shall have full authority
and discretion to take any actions it deems necessary or advisable for the administration
and operation of the Plan, including a review of any decision, interpretation or other action by
a Committee. All decisions, interpretations and other actions of the Board of Directors or, in
the absence of any action by the Board of Directors, any Committee shall be final and binding on
all Participants and other persons deriving their rights from a Participant. Without limiting
the generality of the foregoing, the Board of Directors may, in its sole discretion, clarify,
construe or resolve any ambiguity in any provision of the Plan or any Stock Option Agreement,
accelerate vesting or exercisability of Awards, extend the term or period of exercisability of any
Awards, modify the Purchase Price or Exercise Price under any Award, or waive any terms or
conditions applicable to any Award; provided, however, that no action taken by the Board of
Directors shall adversely affect in any material respect the rights granted to any Participant under
any outstanding Award without the Participant’s written consent.



SECTION 3. STOCK SUBJECT TO PLAN.




a. Basic Limitation. Shares offered under the Plan may be authorized but unissued Shares or
treasury Shares. The aggregate number of Shares that may be issued under the Plan (upon exercise
of Options or other rights to acquire Shares) shall not exceed 91,600 Shares. The number of Shares
is subject to adjustment pursuant to Section 7. The number of Shares that are subject to Options
outstanding at any time under the Plan shall not exceed the number of Shares that then remain
available for issuance under the Plan.




 









 






b. Additional Shares. In the event that any outstanding Option or other right to acquire
Shares expires, is cancelled or otherwise terminated, the Shares allocable to the unexercised
portion of such Option or other right shall again be available for the purposes of the Plan.



c. Acquisitions.
In connection with the acquisition of any business by the Company or any of its
affiliates, any outstanding grants, awards or sales of options or
other similar rights pertaining to
such business may be assumed or replaced by Options under the Plan
upon such terms and conditions as
the Board of Directors determines. The date of any such grant or
award shall relate back to the date
of the initial grant or award being assumed or replaced, and service
with the acquired business
shall constitute service with the Company and its affiliates for
purposes of such grant or award.
Any Shares underlying any grant, award or sale pursuant to any such acquisition shall be disregarded
for purposes of applying and shall not reduce the number of Shares available under Section 3(a)
above.



SECTION 4. GENERAL TERMS.




a. Eligibility.
The Board of Directors or any committee designated thereby is authorized to grant
Options to Employees, Directors and Consultants.



b. Nontransferability.
No Option or other right to acquire Shares, may be transferred, assigned,
pledged or hypothecated by any Participant during the
Participant’s lifetime, whether by operation
of law or otherwise, or be made subject to execution, attachment or
similar process, except by
beneficiary designation, will or the laws of descent and
distribution. Subject to the limitations
contained in this Section, an Option or other right to acquire Shares
under the Plan, may be
exercised during the lifetime of the Participant only by the
Participant or by the Participant’s
guardian or legal representative. Such Option or other right shall
not be transferable and shall
be exercisable only by the Participant to whom such right was
granted, except in the case of a
transfer by the Participant to its affiliate with the prior written
consent of the Board of
Directors in its discretion. Shares issued upon exercise of an Option
may be subject to such
restrictions as are set forth in the applicable Stock Option Agreement or the
Stockholders Agreement.



c. Withholding
Requirements. As a condition to the receipt or purchase of Shares pursuant to the
exercise of an Option, a Participant shall make such arrangements as
the Board of Directors may
require for the satisfaction of any federal, state, local or foreign withholding obligations
that may arise in connection with such receipt or purchase.



d. No Retention Rights. Nothing in the
Plan or in any award granted under the Plan shall confer
upon a Participant any right to continue in Service for any period of
specific duration or interfere
with or otherwise restrict in any way the rights of the Company or of
the Participant, which rights
are hereby expressly reserved by each, to terminate his or her
Service at any time and for any
reason, with or without Cause.



SECTION 5. OPTIONS.




a. Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock
Option Agreement between the Participant and the Company. Such Option shall be subject to all
applicable terms and conditions of the Plan and may be subject to any other terms




2









 







and conditions which are not inconsistent with the Plan and which the Board of Directors deems
appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical.



b. Number
of Shares. Each Stock Option Agreement shall specify the number
of Shares that are
subject to the Option and shall provide for the adjustment of such
number in accordance with Section
7.



c. Exercise
Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise
Price under any Option shall be determined by the Board of Directors
in its sole discretion. The
Exercise Price shall be payable in a form described in Section 6.



d. Vesting. Each Stock Option Agreement shall specify the date and events on which all or
any installment of the Option shall be vested and nonforfeitable (except as provided in the Plan or
the Stock Option Agreement). The vesting and nonforfeitability provisions applicable to any
Option shall be determined by the Board of Directors in its sole discretion. Unless otherwise
provided in the Stock Option Agreement for a Participant, no vesting of any Option shall occur, and
all rights to future vesting of any Option shall cease, upon the termination of Service for any
reason.



e. Exercisability.
Each Stock Option Agreement shall specify the date when all or any installment
of the Option is to become exercisable. The exercisability provisions
of any Stock Option Agreement
shall be determined by the Board of Directors in its sole discretion.



f. Basic
Term. The Stock Option Agreement shall specify the term of the Option. The term shall not
exceed 10 years from the date of grant. Subject to the preceding
sentence, the Board of Directors at
its sole discretion shall determine when an Option shall expire.



g. Termination
of Service (Except for Cause). If a Participant’s Service terminates for any reason
other than for Cause, then the Participant’s Options shall
expire on the earliest of the following
occasions:




	 	(i)	 	The expiration date determined pursuant to Subsection (f) above;
	 
	 	(ii)	 	The date thirty days (30) after the termination of the
Participant’s employment by the Company for any reason other than for Cause;
	 
	 	(iii)	 	The date of termination of the Participant’s employment by the Company for
Cause or if Cause exists on such date; or
	 
	 	(iv)	 	The date thirty days (30) after the date of the Participant’s voluntary
termination of employment with the Company for any reason.





A Participant (or in the case of the Participant’s death or Disability, the Participant’s
representative) may exercise all or part of the Participant’s Options at any time before the
expiration of such Options under the preceding sentence, but only to the extent that such Options
had become exercisable for vested Shares on or before the date Participant’s Service terminates.
All unvested Options shall lapse when the Participant’s Service terminates.



h. Termination for Cause. All of a Participant’s Options (including any exercised Options for
which Shares have not been delivered to the Participant) shall be cancelled and forfeited




3









 







immediately on the date of the Participant’s termination of Service if such termination is for
Cause or Cause exists on such date. Should a Participant die at a time when Cause exists but prior
to the date Participant’s Service is terminated for Cause, all of the Participant’s Options
(including any exercised Options for which Shares have not been delivered to the Participant) shall
be cancelled and forfeited immediately as of the date of the Participant’s death.




i. Leaves of Absence. For purposes of Subsections (g) and (h) above, Service shall be deemed to
continue while the Participant is on a bona fide leave of absence, if such leave was approved by
the Company in writing or if continued crediting of Service for this purpose is expressly required
by the terms of such leave or by applicable law (as determined by the Company).



j. No Rights as a Stockholder. A Participant, or a transferee of a Participant, shall have no
rights as a stockholder with respect to any Shares covered by the Participant’s Option until such
person becomes entitled to receive such Shares by filing a notice of exercise, paying the Purchase
Price pursuant to the terms of such Option and satisfying such other conditions as the Board of
Directors shall reasonably require.



k. Modification, Extension and Assumption of Options. Within the limitations of the Plan, the
Board of Directors may modify, extend or assume outstanding Options or may provide for the
cancellation of outstanding Options (whether granted by the Company or another issuer) in return
for the grant of new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an Option shall,
without the consent of the Participant, materially impair the Participant’s rights or increase the
Participant’s obligations under such Option.



SECTION 6. PAYMENT FOR SHARES.




a. General
Rule. The Purchase Price of Shares issued under the Plan shall be payable in cash or by
check at the time when such Shares are purchased, except as otherwise
provided in this Section 6.



b. Cashless Exercise. At the sole discretion of the Board of Directors, on or after an
Initial Public Offering, payment of all or any portion of the Purchase Price of Shares issued under
the Plan and any applicable withholding requirements may be made by
reducing the number of Shares
otherwise deliverable upon the exercise of an Award by the number of
Shares having a fair market
value equal to the Purchase Price.



c. Other
Methods of Payment for Shares. At the sole discretion of the Board of Directors, all or any
part of the Purchase Price and any applicable withholding
requirements may be paid by any other
method.



SECTION 7. ADJUSTMENT OF SHARES.




a. General. In the event of a subdivision of the outstanding Shares, a declaration of a dividend
payable in Shares, a combination or consolidation of the outstanding Shares into a lesser number
of Shares, a recapitalization, a spin-off, a reclassification or a similar occurrence, the Board
of Directors shall make appropriate adjustments in one or more of (i) the number of Shares
available under Section 3 for future Awards, (ii) the number of Shares covered by each




4









 








outstanding Option or other right to purchase Shares under the Plan and/or (iii) the Exercise Price
of each outstanding Option or Purchase Price of each other outstanding Award under the Plan.



b. Mergers and Consolidations. In the event that the Company is a party to a merger
or consolidation, outstanding Awards shall be subject to the agreement of merger or
consolidation. Such agreement, without the Participants’ consent, may provide for:




	 	(i)	 	the continuation or assumption of such outstanding Awards under the Plan by
the Company (if it is the surviving corporation) or by the surviving corporation or
its parent;
	 
	 	(ii)	 	the substitution by the surviving corporation or its parent of stock awards
with substantially the same terms for such outstanding Awards;
	 
	 	(iii)	 	the acceleration of the vesting of or right to exercise such outstanding
Awards immediately prior to or as of the date of the merger or consolidation, and the
expiration of such outstanding Awards to the extent not timely exercised or purchased
by the date of the merger or consolidation or other date thereafter designated by the
Board of Directors; or
	 
	 	(iv)	 	the cancellation of all or any portion of such outstanding Awards by a cash
payment of the excess, if any, of the fair market value of the Shares subject to such
outstanding Awards or portion thereof being canceled over the Purchase Price with
respect to such Awards or portion thereof being canceled.





c. Reservation of Rights. Except
as provided in this Section 7, neither a Participant nor
a Participant’s representative shall have any rights by reason of (i) any subdivision
or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any
other increase or decrease in the number of shares of stock of any class. Any issuance by
the Company of shares of stock of any class, or securities convertible into shares of stock of
any class, shall not affect, and no adjustment by reason thereof shall be made with respect to,
the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to
the Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or business structure, to
merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or
assets.



SECTION 8. SECURITIES LAW REQUIREMENTS. Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements
of law, including (without limitation) the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, state securities laws and regulations, and the regulations of
any stock exchange or other securities market on which the Company’s securities may then be traded.
The Company shall not be obligated to file any registration statement under any applicable
securities laws to permit the purchase or issuance of any Shares under the Plan, and accordingly
any certificates for Shares may have an appropriate legend or statement of applicable restrictions
endorsed thereon. Each Participant and any person deriving its rights from any Participant shall,
as a condition to the purchase or issuance of any Shares under the Plan, deliver to the Company an
agreement or certificate containing such representations, warranties and covenants as the Company
may deem necessary or appropriate to




5









 








ensure that the issuance of Shares is not required to be registered under any applicable securities
laws.



SECTION 9. DURATION AND AMENDMENTS.




a. Term of the Plan. The Plan, as set forth herein, shall become effective on the date of
its adoption by the Board of Directors, subject to the approval of the majority of the
Company’s stockholders. If a majority of the stockholders fail to approve the Plan within 12 months
of its adoption by the Board of Directors, any Awards that have already been made shall be
rescinded, and no additional Awards shall be made thereafter under the Plan. The Plan shall
terminate automatically on the day preceding the tenth anniversary of its adoption by the Board
of Directors unless earlier terminated pursuant to Subsection (b) below.



b. Right
to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the
Plan at any time and for any reason; provided, however, that any
amendment of the Plan (except as
provided in Section 7) which increases the maximum number of
Shares issuable to any person or
available for issuance under the Plan in the aggregate, shall be
subject to the approval of the
Company’s stockholders. Stockholder approval shall not be
required for any other amendment of the
Plan.



c. Effect
of Amendment or Termination. Any amendment of the Plan shall not adversely affect in any
material respect any Participant’s rights under any Award
previously made or granted under the Plan
without the Participant’s consent. No Shares shall be issued or
sold under the Plan after the
termination thereof, except pursuant to an Award granted prior to
such termination. The
termination of the Plan shall not affect any Awards outstanding on the termination date.



SECTION 10. DEFINITIONS.




a. “Award” shall mean any award of Options granted under the Plan.



b. “Board
of Directors” shall mean the Board of Directors of the Company, as constituted from time
to time.



c. “Cause”
shall mean, as defined in the Participant’s written employment agreement, provided,
that if a Participant does not have a written employment agreement, that a Participant:



     (i) committed or engaged in an act of fraud, embezzlement, sexual harassment,
dishonesty or theft in connection with Participant’s duties for the Company or any
subsidiary of the Company;



     (ii) materially breached or defaulted under Participant’s agreements or obligations
under any employment, non-disclosure or similar agreement with the Company or any
subsidiary of the Company;



     (iii) is convicted of, or pleas nolo contendre with respect to, an act of criminal
misconduct;



6









 





     (iv) engaged in an act of incompetence, gross negligence or willful failure to perform
Participant’s duties or responsibilities; or



     (v) failed to follow in any material respect a direction or policy of the Board of
Directors of the Company.



d. “Code” shall mean the Internal Revenue Code of 1986, as amended.



e. “Committee”
shall mean a committee of the Board of Directors, as described in Section
2(a).



f. “Company” shall mean Mirion Technologies, Inc. a Delaware corporation.



g. “Consultant”
shall mean a person who performs bona fide services for the Company or a Subsidiary
as a consultant or advisor, excluding Employees and Directors.



h. “Director” shall mean a member of the Board of Directors who is not an Employee.



i. “Disability” shall mean that the Participant has a physical or mental incapacity or disability
which renders Participant unable to render services to the Company pursuant to the terms of such
Participant’s written employment agreement, or if Participant does not have a written employment
agreement, pursuant to the normal and customary duties of employment of the Participant, for (A)
one hundred eighty (180) days in any twelve (12) month period or (B) for a period of one hundred
twenty (120) successive days.



j. “Employee” shall mean an individual who is a common-law employee of the Company.



k. “Exercise
Price” shall mean the amount for which one Share may be purchased upon exercise of an
Option, as specified by the Board of Directors in the applicable Stock Option Agreement.



l. “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of
Directors in good faith. Such determination shall be conclusive and binding on all persons



m. “Initial Public Offering” shall mean a firm commitment underwritten public offering of Shares or
other event the result of which is that Shares are tradable on the New York Stock Exchange,
American Stock Exchange, NASDAQ National Market or similar market system.



n. “Nonstatutory Option” shall mean a stock option not described in Sections 422(b) or 423(b) of
the Code.



o. “Option” shall mean a Nonstatutory Option granted under the Plan and entitling the holder to
purchase Shares.



p. “Participant” shall mean an individual to whom the Board of Directors has offered the right to
acquire Shares under the Plan pursuant to an Option or otherwise.




7









 








q. “Plan” shall mean this Mirion Technologies, Inc. 2006 Stock Plan.



r. “Purchase Price” shall mean (i) with respect to an Option, the Exercise Price multiplied by the
number of Shares with respect to which an Option is being exercised, and (ii) the aggregate
consideration for which Shares subject to an Award may be acquired by a Participant.



s. “Restructuring” shall mean the transactions contemplated by the Master Restructuring Agreement
and Plan of Merger dated December 22, 2005, among the Company, American Capital Strategies, Ltd,
Thomas D. Logan, Dosimetry Acquisitions (U.S.), Inc., Global Dosimetry Solutions, Inc., IST
Acquisitions, Inc., Dosimetry Acquisitions (U.S.), LLC and Global Dosimetry Acquisitions, Inc.



t. “Service” shall mean service as an Employee, Director or Consultant. Unless otherwise provided
in a Stock Option Agreement, a Participant’s transition in status from or to Employee, Director or
Consultant shall not be treated as a termination of Service.




u. “Share” shall mean one share of Common Stock of the Company, with a par value of $0.001 per
Share.



v. “Stock Option Agreement” shall mean the agreement between the Company and a Participant, which
contains the terms, conditions and restrictions pertaining to the Participant’s Option.



w. “Stockholders Agreement” shall mean that certain Stockholders Agreement, dated as of December
22, 2005, by and among the Company and the other parties thereto, as the same may be amended or
modified from time to time.



SECTION 11. MISCELLANEOUS.




a. Choice
of Law. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, as such laws are applied to contracts
entered into and performed in such
State.



b. Stockholders Agreement. For so
long as the Stockholders Agreement is in full force and effect,
this Plan shall be subject to the provisions of the Stockholders
Agreement. To the extent the
provisions of this Plan conflict or are inconsistent with any of the
provisions of the Stockholders
Agreement, the Stockholders Agreement shall control.



c. Execution. To record
the adoption of the Plan by the Board of Directors, the Company has caused
its authorized officer to execute the same.



8









 





	 	 	 	 	 
	 	Mirion
Technologies, Inc.

 	 
	 	By:  	/s/ Thomas D. Logan
 	 
	 	 	Name:  	Thomas D. Logan  	 
	 	 	Title:  	President 	 
	 



SIGNATURE PAGE TO GMS STOCK OPTION PLAN