(g) Covered Employee means a covered employee as defined in Treasury Regulation
Section 1.162-27(c)(2).
(h) Disability means a permanent and total disability described
in Sections 22(e)(3) and 422(c)(6) of the Code.
(i) Effective Date means September 13, 2019, the date of the adoption of
the Plan by the Board of Directors of the Company.
(j) Fair Market Value means the closing price of the Shares as reported in
the Nasdaq listing in
The Wall Street Journal
, or such other reported value of the Shares as shall be specified by the Committee, on the day preceding the relevant date, or if such day is not a trading day, then on the immediately preceding
trading day.
(k) Family Member means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew,
mother-in-law,
father-in-law,
son-in-law,
daughter-in-law,
brother-in-law,
or
sister-in-law,
including adoptive relationships, of the Optionee.
(l) For Cause means any termination of an Optionees employment with the Company due to (i) conviction of a felony;
(ii) Optionees refusal, after at least 30 days advance written notice from the Board of Directors, to carry out a direct order of the Board of Directors (other than an order to relocate Optionee more than 25 miles from his place of
employment); or (iii) a finding by the Board of Directors that Optionee has defrauded the Company or any affiliate of the Company.
(m) Insider means an officer or a director of the Company or any other person whose transactions in Shares are subject to
Section 16 of the 1934 Act.
(n) ISO or Incentive Stock Option means an option which qualifies as an
incentive stock option as defined under Section 422 of the Code.
(o) NSO or
Non-statutory
Stock Option means any Option granted under this Plan whether designated by the Committee as a non qualified stock option, a non statutory stock option or
otherwise, other than an Option designated by the Committee as an ISO. The term NSO also includes any Option designated by the Committee as an ISO but which, for any reason, fails to qualify as an ISO pursuant to Section 422 of the
Code and the rules and regulations thereunder.
(p) Option means a right to purchase Shares, subject to adjustments as provided
herein, pursuant to the terms and conditions of the Plan. Reference to Option in the Plan means all vested and
non-vested
Options unless otherwise specifically stated.
(q) Optionee means an individual that has been granted an Option by the Company.
(r) Option Agreement means the agreement described in Subparagraph 6(a) that sets forth the terms and conditions of an Option
grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.
(s) Option Price means with respect to
each Option grant, and subject to the terms of the Plan, the price at which the Option may be exercised as determined by the Committee which shall not be less than the Fair Market Value of the Shares as of the date of grant.
(t) Permitted Transferee means a Family Member, any person sharing the Optionees household (other than as a tenant or
employee), or a trust or other entity in which Family Members and the Optionee have more than fifty percent (50%) of the beneficial or voting interests.
(u) Plan means the SigmaTron International, Inc. 2019 Employee Stock Option Plan.
(v) Shares means shares of the Companys $0.01 par value common stock.
3.
Shares Subject to the Plan.
Subject to adjustment as provided below and in Paragraph 7, the total number of Shares that may be issued under
the Plan shall not exceed one hundred fifty thousand (150,000) Shares. All such Shares may be issued as ISOs or NSOs. If an Option granted under the Plan expires, terminates or is canceled, the unissued Shares subject to such Option
shall again be available under the Plan.
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