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POLICY MANAGEMENT SYSTEMS CORPORATION
1993 LONG-TERM INCENTIVE PLAN OF EXECUTIVES
1.
PURPOSE
The purpose of this Plan is to promote the interest of Policy
Management Systems Corporation ("PMSC") and it subsidiaries by
granting Options to purchase Common Stock to certain key employees
in order (1) to attract and retain said employees, (2) to provide
an additional incentive to each such employee to work to increase
the value of Common Stock and (3) to provide each such employee
with a stake in the future of PMSC which corresponds to the stake
of each of PMSC's shareholders.
2.
DEFINITIONS
Each term set forth in this Section 2 shall have the meaning
set forth opposite such term for purposes of this Plan and, for
purposes of such definitions, the singular shall include the plural
and the plural shall include the singular.
2.1. Board - - means the Board of Directors of PMSC.
2.2. Committee - - means the Compensation Committee of the
Board.
2.3. Employee - - shall mean an employee of PMSC or any of its
subsidiaries.
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2.4. Executive Council - - shall mean the Executive Council of
PMSC. The Executive Council shall be appointed by the Committee,
based upon the recommendation of management, and shall serve as an
advisory council to the chief executive officer and other senior
management of PMSC.
2.5. Common Stock - - means the common stock of PMSC.
2.6. Effective Date - - shall mean the effective date of this
Plan as set forth in Section 4.
2.7. Fair Market Value - - means the closing price on any date
for a share of Common Stock on the New York Stock Exchange or any
other national securities exchange on which the Common Stock is
listed. If no such price quotation is available, "Fair Market
Value" shall mean the price which the Committee acting in good
faith determines through any reasonable valuation method that a
share of Common Stock would change hands between a willing seller
and a willing buyer, neither being under any compulsion to buy or
to sell and both having reasonable knowledge of the relevant facts.
2.8. Option - - shall mean a nonqualified stock option granted
under this Plan to purchase a number of shares of Common Stock.
All options under this Plan are intended to be nonqualified stock
options and are not intended to satisfy the requirements of Section
422 of the Internal Revenue Code.
2.9. Termination Date - - shall mean December 31, 1998, after
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which no Option shall be granted under this Plan.
3.
SHARES SUBJECT TO OPTIONS
There shall be 750,000 shares of Common Stock reserved for use
under this Plan, and such shares of Common Stock shall be reserved
from authorized but unissued shares of Common Stock. Furthermore,
any shares of Common Stock subject to an Option which remain after
the cancellation, expiration or exchange of such Option thereafter
shall again become available for use under the Plan.
4.
EFFECTIVE DATE
The Effective Date of this Plan shall be the date it is
adopted by the Board, provided that the shareholders representing
a majority of the shares of PMSC voting at a duly called meeting of
such shareholders approve this Plan after such Effective Date. Any
Options granted under this Plan before the date of such shareholder
approval automatically shall be granted subject to such shareholder
approval.
5.
COMMITTEE
This Plan shall be administered by the Committee. The
Committee acting in its absolute discretion shall exercise such
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powers and take such action as expressly called for under this Plan
and, further, the Committee shall have the power to interpret this
Plan and (subject to Section 13, Section 14 and Section 15) to take
such other action in the administration and operation of this Plan
as the Committee deems equitable under the circumstances, which
shall be binding on PMSC, on each affected Employee and on each
other person directly or indirectly affected by such action. The
Committee shall have the power, in the event the number of shares
available for issuance under the Plan is less than the number of
shares that otherwise would be subject to an Option, to provide for
the issuance of an Option for a reduced number of shares and for
the issuance of an additional Option for the number of shares
constituting such reduction if and when shares again become
available. Notwithstanding the foregoing, except as expressly set
forth in this Plan, the Committee shall not have the right to
diminish the rights of an Employee under any Option granted under
this Plan without the written consent of such Employee.
6.
ELIGIBILITY
Only members of the Executive Council shall be eligible for
the grant of Options under this Plan.
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7.
GRANT OF OPTIONS
7.1. Initial Grant. On the Effective Date, each member of the
Executive Council serving on such date shall receive an Option for
the number of shares of Common Stock set forth below opposite the
office which he holds on the Effective Date:
Chief Executive Officer - - 100,000 shares
Executive Vice President - - 50,000 shares
Senior Vice President, holding
the position of Group Manager - - 30,000 shares
Senior Vice President - - 25,000 shares
Vice President (Elected or Appointed) - - 12,500 shares
7.2. New members. Any person not serving on the Executive
Council on the Effective Date who is appointed to the Council on or
before the Termination Date shall receive, if approved by the
Committee, an Option for the number of shares set forth opposite
his office in Section 7.1 multiplied by a fraction, the numerator
of which is the number of calendar months (with any partial month
treated as a full month) between the date of his appointment to the
Executive Council and the Termination Date and the denominator of
which is 72. For example, an Employee appointed to the Executive
Council while serving as Vice President 36 months prior to the
Termination Date would receive an Option for 6,250 shares (12,500
x 36/72). In the event any person appointed to the Executive
Council does not hold an office set forth in Section 7.1, such
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person shall receive an Option for the number of shares determined
by the Committee in its sole discretion.
7.3. Promotions. Any member of the Executive Council who is
promoted by the Board to an office of higher rank (based on the
order of titles set forth in Section 7.1) on or before the
Termination Date shall receive, subject to availability of shares
reserved for issuance under the Plan, an additional Option for the
number of shares set forth in Section 7.1 opposite the office to
which he is promoted minus the number of shares set forth opposite
the office being vacated, multiplied by a fraction, the numerator
of which is the number of calendar months (with any partial month
being treated as a full month) between the date on which he is
promoted and the Termination Date and the denominator of which is
72. For example, an Employee who is promoted from Vice President
to Senior Vice President 36 months prior to the Termination Date
would receive an additional Option for 6,250 shares ((25,000 -
12,500) x 36/72). In the event any member of the Executive Council
is promoted to or from an office not set forth in Section 7.1, such
person shall receive an additional Option for the number of shares
determined by the Committee in its sole discretion.
7.4. Demotions. In the event any member of the Executive
Council is subsequently demoted to an office of lower rank (based
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on the order of titles set forth in Section 7.1), any Option held
by such person that has not previously become exercisable in
accordance with Section 9 shall be automatically forfeited with
respect to the number of shares set forth above opposite the office
being vacated by him minus the number of shares set forth opposite
the office to which he is demoted, multiplied by a fraction, the
numerator of which is the number of calendar months (with any
partial month treated as a full month) between the date of such
demotion and the Termination Date and the denominator of which is
72. For example, an Employee who is demoted from Executive Vice
President to Senior Vice President 36 months prior to the
Termination Date would forfeit his Option with respect to 12,500
shares ((50,000 - 25,000) x 36/72). In the event any member of the
Executive Council is subsequently demoted to or from an office not
set forth in Section 7.1, the extent to which any Option held by
such person shall be forfeited shall be determined by the Committee
in its sole discretion.
7.5. Removal. In the event any member of the Executive
Council is subsequently removed from the Executive Council, any
Option held by such person shall be automatically forfeited to the
extent that such Option has not previously become exercisable in
accordance with Section 9.
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8.
OPTION PRICE
The Option Price for each share of Common Stock subject to an
Option granted under Section 7.1 shall be equal to 105% of the Fair
Market Value of the Common Stock on the Effective Date. The Option
Price of any Option granted under Section 7.2 or Section 7.3 hereof
shall be equal to the percentage of the Fair Market Value of the
Common Stock on the date the Option is granted as follows:
Calendar year Option
is granted Percentage
1993 105%
1994 104%
1995 103%
1996 102%
1997 101%
1998 100%
The Option Price shall be payable in cash in full upon the
exercise of any Option, or, if approved by the Committee, the
Employee may pay all or part of the Option Price upon exercise of
the Option in shares of Common Stock already held by the Employee.
In the event that all or part of the Option Price is paid in shares
of Common Stock, the value of such shares shall be equal to the
Fair Market Value of such shares on the date of exercise of the
Option.
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9.
EXERCISE PERIOD
All Options granted under this Plan shall become exercisable
in installments in accordance with "Exhibit A" attached to the Plan
and incorporated herein.
All Options granted under this Plan shall terminate on the
tenth anniversary of the Effective Date, without regard to the date
on which the Option was granted.
An Option may not be exercised after the termination of
employment of an Employee with PMSC or its subsidiaries, except as
set forth in this paragraph. In the event of (i) the retirement of
an Employee after reaching normal retirement age in accordance with
the practices and policies of PMSC then in effect, except for early
retirement, (ii) the early retirement of any Employee for which the
Committee in its discretion determines the extension of
exercisability to be in the best interest of PMSC, or (iii) the
permanent disability of an Employee, any Option held by such
Employee shall become immediately exercisable with respect to all
of the shares subject thereto and shall be exercisable for a period
of three (3) months from said retirement or disability. In the
event of the death of an Employee, during his employment or within
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three (3) months after disability or retirement as described in the
preceding sentence, any Option held by such Employee shall be
immediately exercisable with respect to all shares subject thereto
and shall be exercisable for a period of one (1) year from the date
of death, as described in Section 10 below. In no event shall any
such extended period result in the exercise of an Option later than
the date which is the tenth anniversary of the date such Option is
granted.
10.
NONTRANSFERABILITY
No Option granted under this Plan shall be transferable by an
Employee other than by will or by the laws of descent and
distribution, and such Option shall be exercisable during an
Employee's lifetime only by the Employee. The estate of a deceased
Employee or the person or persons to whom an Option is transferred
by will or by the laws of descent and distribution thereafter shall
be treated as the Employee.
11.
SECURITIES REGISTRATION
Each Option Agreement shall provide that, upon the receipt of
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shares of Common Stock as a result of the surrender or exercise of
an Option, the Employee shall, if so requested by PMSC, hold such
shares of Common Stock for investment and not for resale or
distribution to the public and, if so requested by PMSC, shall
deliver to PMSC a written statement satisfactory to PMSC to that
effect. As for Common Stock issued pursuant to this Plan, PMSC at
its expense shall take such action as it deems necessary or
appropriate to register the original issuance of such Common Stock
to an Employee under the Securities Act of 1933 and under any other
applicable securities laws or to qualify such Common Stock for an
exemption under any such laws prior to the issuance of such Common
Stock to an Employee; however, PMSC shall have no obligation
whatsoever to take any such action in connection with the transfer,
resale or other disposition of such Common Stock by an Employee.
12.
LIFE OF PLAN
No Option shall be granted under this Plan after the earlier
of:
(1) December 31, 1998, in which event the Plan otherwise
thereafter shall continue in effect until all outstanding Options
have been surrendered or exercised in full or no longer are
exercisable, or
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(2) the date on which all of the Common Stock reserved under
Section 3 of this Plan has (as a result of the surrender or
exercise of Options granted under this Plan) been issued or no
longer is available for use under this Plan, in which event this
Plan also shall terminate on such date.
13.
CERTAIN TRANSACTIONS
13.1. Adjustments in Stock. The maximum number of shares of
Common Stock which may be issued under this Plan, and the number of
shares of Common Stock subject to outstanding Options and the
Option price thereunder shall be proportionately adjusted for any
increase or decrease in the number of issued shares of capital
common stock of PMSC resulting from a subdivision or consolidation
of shares or other capital adjustment, or the payment of a stock
dividend or other increase or decrease in such shares effected
without receipt of consideration by PMSC; provided, however, that
any fractional shares resulting from any such adjustment shall be
disregarded.
13.2. Change in Control. If there is a Change in Control
(as hereinafter defined) of PMSC prior to the Expiration Date,
then, notwithstanding any other provision of this Plan to the
contrary, each Option then outstanding shall become immediately
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exercisable in full and shall become nonforfeitable regardless of
whether there is a change in office or employment status subsequent
to such Change in Control. For purposes of this Section, a "Change
in Control" shall be deemed to have occurred in the event (1) that
PMSC becomes a subsidiary of another corporation or is merged or
consolidated into another corporation or substantially all of its
assets are sold to another corporation or (2) any person,
corporation, partnership or other entity, either alone or in
conjunction with its "affiliates" as that term is defined in Rule
405 of the General Rules and Regulations under the Securities Act
of 1933, as amended, or other group of persons, corporations,
partnerships or other entities who are not affiliates, but who are
acting in concert, becomes the owner of record or beneficially of
securities of PMSC which represent thirty-three and one-third
percent (33 1/3%) or more of the combined voting power of PMSC's
then outstanding securities entitled to elect directors or (3) the
Board or a committee thereof makes a determination in its
reasonable judgment that a Change in Control of PMSC has taken
place.
13.3. Sale or Merger. In the event of dissolution or
liquidation of PMSC or any merger or combination in which PMSC is
not the surviving corporation, each outstanding Option granted
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hereunder shall terminate, but the Employee shall have the right,
immediately prior to such dissolution, liquidation, merger or
combination, to exercise his Option, in whole or in part, to the
extent that it is then exercisable, without regard to any
installment exercise provision under the Plan.
14.
AMENDMENT TO PLAN
This Plan may be amended by the Board from time to time to the
extent that the Board deems necessary or appropriate; provided,
however, no such amendment shall be made absent the approval of the
shareholders of PMSC (1) to increase the number of shares reserved
under Section 3, (2) to extend the maximum life of the Plan under
Section 12 or the maximum exercise period under Section 9, (3) to
decrease the minimum Option Price under Section 8, (4) to change
the class of persons eligible for Options under Section 6 or to
otherwise materially modify (within the meaning of Rule 16b-3 of
the Securities Exchange Act of 1934, as amended) the requirements
as to eligibility for participation in this Plan or (5) to
otherwise materially increase (within the meaning of Rule 16b-3 of
the Securities Exchange Act of 1934, as amended) the benefits
accruing under this Plan. The Board also may suspend the granting
of Options under this Plan at any time and may terminate this Plan
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at any time; provided, however, that except as set forth in this
Plan no party shall have the right to modify, amend or cancel any
Option granted before such suspension or termination unless the
Employee consents in writing to such modification, amendment or
cancellation.
15.
MISCELLANEOUS
15.1. No Shareholder Rights. No Employee shall have any
right as a shareholder of PMSC as a result of the grant of an
Option under this Plan or the exercise of such Option, pending the
actual delivery of the Common Stock subject to such Option to such
Employee.
15.2. No Contract of Employment. The grant of an Option to
an Employee under the Plan shall not constitute a contract of
employment and shall not confer on an Employee any rights upon his
or her termination of employment in addition to those rights, if
any, expressly set forth in the Option Agreement which evidences
his or her Option.
15.3. Withholding. The exercise of any Option granted
under this Plan shall constitute an Employee's full and complete
consent to whatever action the Committee directs to satisfy the
federal and state tax withholding requirements, if any, which the
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Committee in its discretion deems applicable to such exercise,
including payment by withholding of shares subject to the exercise.
15.4. Construction. This Plan shall be construed under the
laws of the State of South Carolina.
EXHIBIT A
VESTING SCHEDULE
1. Members on the Effective Date of the Plan: Subject to the
special rules for promotions and demotions set forth below, Options
granted pursuant to Section 7.1 shall become exercisable in
installments, as follows:
(1) On or after January 1, 1995, the Option shall be
exercisable with respect to twenty-five percent (25%) of
the number of shares subject to the Option;
(2) On or after January 1, 1997, the Option shall be
exercisable with respect to an additional twenty-five
percent (25%) of the number of shares subject to the
Option; and
(3) On or after January 1, 1999, the Option shall be
exercisable in full.
The special rules set forth in paragraphs 2,3 and 4 below are
intended to provide for an equitable adjustment in the vesting of
Options, consistent with the purpose of the Plan to provide long-
term performance incentive, in the event of new appointments to the
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Executive Council, promotions and demotions.
2. New Appointments: Subject to the special rules for
promotions and demotions set forth below, all Options granted
pursuant to Section 7.2 shall become exercisable in installments on
the dates indicated below in accordance with the following
formulas:
January 1, 1995: S x P1
P1 + P2 + 2P3
January 1, 1997: S x P2
P1 + P2 + 2P3
January 1, 1999: S x 2P3
P1 + P2 + 2P3
For purposes of applying the formulas:
S = the number of shares subject to such Option.
P1 = the number of months (with any partial month
treated as a full month) during which the Employee
is a member of the Executive Council between
January 1, 1993 and December 31, 1994.
P2 = the number of months (with any partial month
treated as a full month) during which the Employee
is a member of the Executive Council between
January 1, 1995 and December 31, 1996.
P3 = the number of months (with any partial month
treated as a full month) during which the Employee
is a member of the Executive Council between
January 1, 1997 and December 31, 1998.
3. Promotions: In the event an Employee is granted an
additional Option pursuant to Section 7.3, such additional Option
shall become exercisable under the formulas set forth in paragraph
2 above as if the Employee had become a member of the Executive
Council on the date of such promotion. The promotion shall not
affect the vesting of the Option previously granted to such
Employee, which shall become exercisable according to the formulas
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set forth above without regard to the promotion.
4. Demotions: In the event the number of shares subject to
an Option is reduced pursuant to Section 7.4, the number of shares
with respect to which such Option becomes exercisable on each
subsequent vesting date shall be reduced by the number determined
using the formulas set forth in paragraph 2 above, substituting the
total number of shares with respect to which the Option is reduced
as "S" in the formula and substituting the number of months the
Employee holds the lower-ranking office for the number of months
the Employee is a member of the Executive Council.
For example, a Senior Vice President who was a member of the
Executive Council on January 1, 1993 and received an Option for
25,000 shares pursuant to Section 7.1 but was demoted to Vice
President on January 1, 1996 would, pursuant to Section 7.3,
forfeit such option with respect to 6,250 shares. The number of
shares with respect to which such Option would have otherwise have
become exercisable on January 1, 1997 (6,250) would be reduced by
1,250 shares (6,250 x (12/60)) to 5,000 shares. The number of
shares with respect to which such Option would otherwise have
become exercisable on January 1, 1999 (12,500) shall be reduced by
5,000 shares (6,250 x (48/60)) to 7,500 shares.
5. Vesting Tables: The Vesting Tables attached hereto as
Exhibit A-1 are derived from the formulas set forth in this Exhibit
and provide examples of when an Option granted to a Vice President
becomes exercisable, using a variety of dates of appointment to the
Executive Council. The "Total Options Granted" column indicates
the total number of shares subject to such Option, based on a Vice
President being appointed to the Executive Council on the
"Appointment Date" shown in the second column.
The "End of First Period," "End of Second Period" and "End of
Final Period" columns indicate the number of shares of the total
Option which become exercisable on January 1, 1995, January 1, 1997
and January 1, 1999, respectively. For example, a Vice President
who is appointed to the Executive Council on January 1, 1993
receives an Option of 12,500 shares, which becomes exercisable as
follows: 3,125 on January 1, 1995; 3,125 shares on January 1, 1997;
and 6,250 shares on January 1, 1999.
The four columns at the right under "Percentage Exercisable
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Table" illustrate the percentage of the total Option which becomes
exercisable on the exercise dates indicated. This portion of the
table can be used to determine when an Option for any number of
shares becomes exercisable, based on the particular Appointment
Date shown in the second column. For example, a Senior Vice
President entering the Plan on January 1, 1993 would, pursuant to
Section 7.1, be entitled to an Option for 25,000 shares. The
Option would become exercisable as follows: 6,250 shares (25% of
25,000) on January 1, 1995; 6,250 shares (25% of 25,000) on January
1, 1997; and 12,500 shares (50% of 25,000) on January 1,
1999.
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EXHIBIT A-1
VESTING TABLES
ILLUSTRATING EXCERCISABILITY OF OPTIONS GRANTED
NUMBER OF SHARES EXERCISABLE TABLE PERCENTAGE EXERCISABLE TABLE
END OF END OF END OF END OF END OF END OF
TOTAL FIRST SECOND FINAL FIRST SECOND FINAL
OPTIONS APPOINTMENT PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD
GRANTED DATE (1/1/95) (1/1/97) (1/1/99) TOTAL (1/1/95) (1/1/97) (1/1/99) TOTAL
12,500 1/1/93 3,125 3,125 6,250 12,500 25.00% 25.00% 50.00% 100.00%
12,326 2/1/93 2,984 3,114 6,228 12,326 24.21% 25.26% 50.53% 100.00%
12,152 3/1/93 2,844 3,103 6,205 12,152 23.40% 25.53% 51.07% 100.00%
11,979 4/1/93 2,705 3,091 6,183 11,979 22.58% 25.81% 51.61% 100.00%
11,805 5/1/93 2,566 3,080 6,159 11,805 21.74% 26.09% 52.17% 100.00%
11,631 6/1/93 2,428 3,068 6,135 11,631 20.88% 26.37% 52.75% 100.00%
11,458 7/1/93 2,292 3,055 6,111 11,458 20.00% 26.67% 53.33% 100.00%
11,284 8/1/93 2,155 3,043 6,086 11,284 19.10% 26.97% 53.93% 100.00%
11,111 9/1/93 2,020 3,030 6,061 11,111 18.18% 27.27% 54.55% 100.00%
10,937 10/1/93 1,886 3,017 6,034 10,937 17.24% 27.59% 55.17% 100.00%
10,763 11/1/93 1,752 3,004 6,007 10,763 16.28% 27.91% 55.81% 100.00%
10,590 12/1/93 1,620 2,990 5,980 10,590 15.29% 28.24% 56.47% 100.00%
10,416 1/1/94 1,488 2,976 5,952 10,416 14.29% 28.57% 57.14% 100.00%
10,243 2/1/94 1,358 2,962 5,923 10,243 13.25% 28.92% 57.83% 100.00%
10,069 3/1/94 1,228 2,947 5,894 10,069 12.20% 29.27% 58.53% 100.00%
9,895 4/1/94 1,099 2,932 5,864 9,895 11.11% 29.63% 59.26% 100.00%
9,722 5/1/94 972 2,917 5,833 9,722 10.00% 30.00% 60.00% 100.00%
9,548 6/1/94 846 2,901 5,801 9,548 8.86% 30.38% 60.76% 100.00%
9,375 7/1/94 721 2,885 5,769 9,375 7.69% 30.77% 61.54% 100.00%
9,201 8/1/94 597 2,868 5,736 9,201 6.49% 31.17% 62.34% 100.00%
9,027 9/1/94 475 2,851 5,701 9,027 5.26% 31.58% 63.16% 100.00%
8,854 10/1/94 354 2,833 5,667 8,854 4.00% 32.00% 64.00% 100.00%
8,680 11/1/94 235 2,815 5,630 8,680 2.70% 32.43% 64.87% 100.00%
8,506 12/1/94 117 2,796 5,593 8,506 1.37% 32.88% 65.75% 100.00%
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EXHIBIT A-1 (CONT.)
NUMBER OF SHARES EXERCISABLE TABLE PERCENTAGE EXERCISABLE TABLE
END OF END OF END OF END OF END OF END OF
TOTAL FIRST SECOND FINAL FIRST SECOND FINAL
OPTIONS APPOINTMENT PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD
GRANTED DATE (1/1/95) (1/1/97) (1/1/99) TOTAL (1/1/95) (1/1/97) (1/1/99) TOTAL
8,333 1/1/95 0 2,778 5,555 8,333 0.00% 33.33% 66.67% 100.00%
8,159 2/1/95 0 2,643 5,516 8,159 0.00% 32.39% 67.61% 100.00%
7,986 3/1/95 0 2,510 5,476 7,986 0.00% 31.43% 68.57% 100.00%
7,812 4/1/95 0 2,378 5,434 7,812 0.00% 30.43% 69.57% 100.00%
7,638 5/1/95 0 2,246 5,392 7,638 0.00% 29.41% 70.59% 100.00%
7,465 6/1/95 0 2,117 5,348 7,465 0.00% 28.36% 71.64% 100.00%
7,291 7/1/95 0 1,988 5,303 7,291 0.00% 27.27% 72.73% 100.00%
7,118 8/1/95 0 1,862 5,256 7,118 0.00% 26.15% 73.85% 100.00%
6,944 9/1/95 0 1,736 5,208 6,944 0.00% 25.00% 75.00% 100.00%
6,770 10/1/95 0 1,612 5,158 6,770 0.00% 23.81% 76.19% 100.00%
6,597 11/1/95 0 1,490 5,107 6,597 0.00% 22.58% 77.42% 100.00%
6,423 12/1/95 0 1,369 5,054 6,423 0.00% 21.31% 78.69% 100.00%
6,250 1/1/96 0 1,250 5,000 6,250 0.00% 20.00% 80.00% 100.00%
6,076 2/1/96 0 1,133 4,943 6,076 0.00% 18.64% 81.36% 100.00%
5,902 3/1/96 0 1,018 4,884 5,902 0.00% 17.24% 82.76% 100.00%
5,729 4/1/96 0 905 4,824 5,729 0.00% 15.79% 84.21% 100.00%
5,555 5/1/96 0 794 4,761 5,555 0.00% 14.29% 85.71% 100.00%
5,381 6/1/96 0 685 4,696 5,381 0.00% 12.73% 87.27% 100.00%
5,208 7/1/96 0 579 4,629 5,208 0.00% 11.11% 88.89% 100.00%
5,034 8/1/96 0 475 4,559 5,034 0.00% 9.43% 90.57% 100.00%
4,861 9/1/96 0 374 4,487 4,861 0.00% 7.69% 92.31% 100.00%
4,687 10/1/96 0 276 4,411 4,687 0.00% 5.88% 94.12% 100.00%
4,513 11/1/96 0 181 4,332 4,513 0.00% 4.00% 96.00% 100.00%
4,340 12/1/96 0 89 4,251 4,340 0.00% 2.04% 97.96% 100.00%
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EXHIBIT A-1 (CONT.)
NUMBER OF SHARES EXERCISABLE TABLE PERCENTAGE EXERCISABLE TABLE
END OF END OF END OF END OF END OF END OF
TOTAL FIRST SECOND FINAL FIRST SECOND FINAL
OPTIONS APPOINTMENT PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD
GRANTED DATE (1/1/95) (1/1/97) (1/1/99) TOTAL (1/1/95) (1/1/97) (1/1/99) TOTAL
4,166 1/1/97 0 0 4,166 4,166 0.00% 0.00% 100.00% 100.00%
3,993 2/1/97 0 0 3,993 3,993 0.00% 0.00% 100.00% 100.00%
3,819 3/1/97 0 0 3,819 3,819 0.00% 0.00% 100.00% 100.00%
3,645 4/1/97 0 0 3,645 3,645 0.00% 0.00% 100.00% 100.00%
3,472 5/1/97 0 0 3,472 3,472 0.00% 0.00% 100.00% 100.00%
3,298 6/1/97 0 0 3,298 3,298 0.00% 0.00% 100.00% 100.00%
3,125 7/1/97 0 0 3,125 3,125 0.00% 0.00% 100.00% 100.00%
2,951 8/1/97 0 0 2,951 2,951 0.00% 0.00% 100.00% 100.00%
2,777 9/1/97 0 0 2,777 2,777 0.00% 0.00% 100.00% 100.00%
2,604 10/1/97 0 0 2,604 2,604 0.00% 0.00% 100.00% 100.00%
2,430 11/1/97 0 0 2,430 2,430 0.00% 0.00% 100.00% 100.00%
2,256 12/1/97 0 0 2,256 2,256 0.00% 0.00% 100.00% 100.00%
2,083 1/1/98 0 0 2,083 2,083 0.00% 0.00% 100.00% 100.00%
1,909 2/1/98 0 0 1,909 1,909 0.00% 0.00% 100.00% 100.00%
1,736 3/1/98 0 0 1,736 1,736 0.00% 0.00% 100.00% 100.00%
1,562 4/1/98 0 0 1,562 1,562 0.00% 0.00% 100.00% 100.00%
1,388 5/1/98 0 0 1,388 1,388 0.00% 0.00% 100.00% 100.00%
1,215 6/1/98 0 0 1,215 1,215 0.00% 0.00% 100.00% 100.00%
1,041 7/1/98 0 0 1,041 1,041 0.00% 0.00% 100.00% 100.00%
868 8/1/98 0 0 868 868 0.00% 0.00% 100.00% 100.00%
694 9/1/98 0 0 694 694 0.00% 0.00% 100.00% 100.00%
520 10/1/98 0 0 520 520 0.00% 0.00% 100.00% 100.00%
347 11/1/98 0 0 347 347 0.00% 0.00% 100.00% 100.00%
173 12/1/98 0 0 173 173 0.00% 0.00% 100.00% 100.00%