Exhibit 10(b)
AMENDED AND RESTATED
OTR EXPRESS, INC. 1996 DIRECTORS' STOCK OPTION PLAN
SECTION I. PURPOSE
The purpose of this Plan is to provide an incentive which will
motivate and reward "Outside Directors" of the Company and promote the best
interests and long-term performance of the Company by encouraging the
ownership of the Company's stock by such "Outside Directors". None of the
options granted pursuant to this Plan will qualify as Incentive Stock Options
under Section 422 of the Internal Revenue Code of 1986, as amended ("Code").
It is also intended that this Plan constitute a "formula plan" under the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, and any
amendment or successor provision thereto ("Rule 16b-3") so that any "Outside
Director" participating hereunder may still qualify as a "Disinterested
Person" under Rule 16b-3; any provision of this Plan deemed not to be in
compliance with such requirements shall be deemed null and void. This Plan is
not intended to preclude the use of Common Stock for other compensation
purposes in line with the needs and objectives of the Company.
SECTION II. DEFINITIONS
A. "Board of Directors" means the board of directors of the
Company.
B. "Common Stock" means shares of the common stock (including
treasury stock), par value $0.01 per share, of the Company.
C. "Company" means OTR Express, Inc., a Kansas corporation, or
any successor thereto.
D. "Disability" means inability of a Participant to perform his
or her duties as an Outside Director by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than 12 months.
E. "Fair Market Value," as of a given date, means the last
price of the Common Stock as reported by the National Association of
Securities Dealers Automated Quotation System on such given date or, if none,
on the last day preceding such given date on which a sale of the Common Stock
was so reported.
F. "Outside Director" means a person who is a member of the
Board of Directors but who is not an employee of the Company or any subsidiary
of the Company.
G. "Participant" means an Outside Director who is granted a
stock option hereunder.
H. "Plan" means this OTR Express, Inc. 1996 Directors' Stock
Option Plan, as amended and restated.
I. A "Change of Control" shall be deemed to occur upon (a) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Common
Stock would be converted into cash, securities, or other property, other than
a consolidation or merger in which the holders of Common Stock immediately
prior thereto will have the same or proportionate ownership of Common Stock of
the surviving corporation immediately thereafter, (b) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Company, (c) any
plan or proposal for the liquidation or dissolution of the Company, or (d)
when any person or group of persons acting in concert, other than the Company,
any stockholder at the time of the initial public offering of the Common Stock
or any employee benefit plan or trust maintained by the Company or any of its
Subsidiaries, shall become the "beneficial owner" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934) directly or indirectly, of 25% or
more of the combined voting power of the Company's then outstanding stock,
without the prior approval of at least 80% of the members of the Board of
Directors of the Company.
SECTION III. STOCK
The total amount of stock which may be either granted or sold
under this Plan shall not exceed 10,000 shares of the Company's Common Stock.
If an option expires or is terminated or surrendered without having been fully
exercised, the unpurchased shares of Common Stock subject to the option shall
again be available for the purposes of this Plan.
SECTION IV. ELIGIBILITY
Stock options may be granted under the Plan only to Outside Directors.
SECTION V. STOCK OPTIONS
A. Grant of Options. Each Outside Director shall be granted an option
to purchase 1,000 shares of Common Stock on the day of each annual
shareholders' meeting.
B. Option Price. The purchase price of the Common Stock under each option
granted hereunder shall be equal to one hundred percent (100%) of the Fair
Market Value of the Common Stock at the time of the grant of the option.
C. Term and Exercise of Options. The term of each option shall be ten (10)
years from the date of granting thereof. Each option shall be exercisable in
full on the date of the granting thereof; provided, however, that except as
provided in Subsection E of this Section, no option may be exercised at any
time unless the Participant is then an Outside Director and has
been so continuously since the granting of the option.
D. Non-Transferability of Options. Each option granted under this Plan
shall by its terms be non-transferable by the Participant other than by will
or the laws of descent and distribution. An option may be exercised, during
the lifetime of the Participant, only by the Participant.
E. Termination of Service. Any option not exercised prior to the
termination of a Participant's service as a Director of the Company shall
expire. Notwithstanding the foregoing:
1. If a Participant's employment is terminated by reason
of death, the personal representative of the Participant may exercise
any or all of the Participant's unexercised unexpired options provided
such exercise occurs within twelve (12) months of the date of the
Participant's death but not after the expiration of the option; and
2. If a Participant's service is terminated by reason of
Disability, the Participant (or the personal representative of the
Participant if the Participant has died) may exercise any or all of the
Participant's unexercised unexpired options, provided such exercise is
within twelve (12) months of the date of the Participant's termination
but not after the expiration of the option.
F. Payment of Option Price. The purchase price is
to be paid in full upon the exercise of an option, either (1) in
cash, (2) in shares of Common Stock having a Fair Market Value
equal to the cash exercise price of the option being exercised, or
(3) by any combination of the payment methods specified in clauses
(1) and (2) hereof; provided, however, that (a) shares of Common
Stock tendered in payment must be either shares owned by the
Participant and registered in the Participant's name and may not
include shares of Common Stock acquired by the Participant through
exercise of an option granted less than six months prior to the
date of exercise of the option being exercised. The proceeds
received by the Company upon exercise of an option are to be added
to the general funds of the Company, if cash, or to the shares of
the Common Stock held in treasury, if shares of Common Stock, and
used for the corporate purposes of the Company.
SECTION VI. EFFECT OF CHANGE IN STOCK
Notwithstanding any other provision in the Plan, if there is any
change in the Common Stock of the Company by reason of stock dividends,
spinoffs, split ups, recapitalizations, mergers, consolidations,
reorganizations, combinations or exchanges of shares and the like, the number
and class of shares available for grants of options and the number of shares
subject to any outstanding options, and the price thereof, as applicable,
shall be appropriately adjusted by the President of the Company.
SECTION VII. AMENDMENT OR TERMINATION
Unless this Plan shall theretofore have been terminated as
hereinafter provided, this Plan shall terminate, and no stock option shall be
granted hereunder, after ten (10) years from the date of its adoption by the
Board of Directors. Any option, outstanding at the termination of this Plan,
shall continue in full force and effect in accordance with its terms and shall
not be affected by such termination of this Plan. The Board of Directors of
the Company may, at any time prior to that date, terminate this Plan or make
such modifications of the Plan as it may deem advisable; provided, however,
that, if approval by stockholders of the Company of any amendment is required
to comply with the requirements of Rule 16b-3 or other applicable requirement,
such amendment shall be subject to stockholder approval. Notwithstanding the
foregoing, this Plan may not be amended more than once every six (6) months,
other than to comply with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act of 1974, or the rules thereunder.
SECTION VIII. WITHHOLDING
The Company, at the time any distribution is made under this Plan,
whether in cash or in shares of stock, may withhold from such payment any
amount necessary to satisfy any federal and state income tax withholding
requirements with respect to such distribution. Such withholding may be in
cash or in shares of stock.
SECTION IX. MISCELLANEOUS
A. Rights to Continued Service. Nothing in this
Plan or in any option granted pursuant to this Plan shall confer
on any individual any right to continue as an Outside Director.
B. Investment Undertakings. Until and unless the
issuance of shares of Common Stock pursuant to this Plan shall
have been registered pursuant to the Securities Act of 1933 and
applicable state securities laws, each Participant acquiring
shares of Common Stock under this Plan may be required, as a
condition precedent to such issuance, to execute and deliver to
the Company a letter or certificate containing such investment
representations, agreements restricting sale (including, without
limitation, provision for stop transfer orders and restrictive
legend on stock certificates) and confirmation of other relevant
facts to support any exemption from the registration requirements
under the Securities Act of 1933 and such state securities laws on
which the Company intends to rely, all as shall be deemed
reasonably necessary by counsel for the Company and in such form
as such counsel shall determine.
SECTION X. EFFECTIVENESS OF THE PLAN
This Plan will be effective upon adoption by the Board of
Directors of the Company, subject, however, to its approval by the
stockholders of the Company given within 12 months after the date the Plan is
adopted by the Board of Directors, at a regular meeting of the stockholders or
at a special meeting of the stockholders duly called and held for such
purpose, or by written consent of the stockholders. Grants of options made
prior to stockholder approval shall be subject to the obtaining of such
approval and if such approval is not obtained as aforesaid, such grants shall
not be effective for any purpose.
SECTION XI. CHANGE OF CONTROL
In the event that a Change of Control of the Company occurs, any
then outstanding stock option held by such Participant shall immediately
mature and vest in full and any such stock option shall be settled by the
payment to such Participant of an amount equal to the excess, if any, of the
aggregate Fair Market Value of the shares subject thereto on the Special
Maturity Date as hereinafter defined, over the aggregate exercise price of
such option. For purposes of an event described in clause (d) of Paragraph I
of Section II above, the Special Maturity Date for purposes hereof shall be
the date securities are first purchased by a tender or exchange offeror, or
the date upon which the Company first receives written notice of acquisition
of 25% of its Common stock, whichever shall first occur. For purposes of an
event described in clauses (a), (b), and (c) of Paragraph I of Section II, the
Special Maturity Date shall be the effective date of such event. Settlement
shall be made in cash within five (5) days of the Special Maturity Date.
The foregoing Plan was amended and restated by the Board of
Directors of the Company on February 2, 2000. Stockholder approval was not
necessary to effectuate the amendments contained herein. The remainder of the
Plan, and the Plan as amended, shall continue in full force and effect.
OTR EXPRESS, INC.
By:/s/ William P. Ward
William P. Ward, President