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EXHIBIT 4.03
COMPREVIEW, INC.
1995 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Plan is to promote the success
of the Company by providing an additional means by which the Company can
attract, motivate, retain and reward selected key employees and directors of
the Company and selected key consultants, vendors, customers and others
expected to provide significant services to the Company.
2. DEFINITIONS.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the committee, if any, appointed by the
Board in accordance with Section 4 of the Plan.
(d) "Common Stock" means the Common Stock, no par value, of the
Company.
(e) "Company" means CompReview, Inc., a California corporation.
(f) "Disability" means the condition of an Employee who is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment (other than one caused by alcohol or
drug dependency) 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 twelve (12)
months.
(g) "Disinterested Person" means an administrator of the Plan,
whether a member of the Board, or the Committee if there be one, who: (i) has
not, during the one year prior to service as an administrator of the Plan, or
during such service, been granted or awarded equity securities pursuant to the
Plan, or any other plan of the Company or any of its affiliates; except that
the following shall not disqualify a director from being a disinterested
person: (1) participation in a formula plan meeting the requirements of Rule
16b-3(c)(2)(ii) of the Exchange Act; (2) participation in an ongoing securities
acquisition plan meeting the conditions of Rule 16b-3(d)(2)(i); or (3) an
election to receive an annual retainer fee in either cash or an equivalent
amount of securities, or partly cash and partly securities.
(h) "Employee" means an individual who is employed (within the
meaning of Code Section 3401 and the regulations thereunder) by the Company or
a Subsidiary.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(j) "Exercise Price" means the price per Share of Common Stock,
determined by the
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Board, or the Committee if there be one, at which an Option may exercised.
(k) "Fair Market Value" means the value of one (1) Share of Common
Stock, determined as follows:
(1) If the Shares are traded on an exchange, the price at
which the Shares traded at the close of business on the date of
valuation;
(2) If the Shares are traded over-the-counter on the
NASDAQ System, the closing price if one is available, or the mean
between the bid and asked prices on said System at the close of
business on the date of valuation; and
(3) If neither (1) nor (2) applies, the fair market value as
determined in good faith by the Board, or the Committee if there be
one. Such determination shall be conclusive and binding on all
persons.
(l) "Option" means any stock option granted pursuant to the Plan.
(m) "Option Agreement" means the agreement between an Optionee and
the Company evidencing the Option granted to the Optionee pursuant to this
Plan.
(n) "Optionee" means an Employee or Other Qualified Person who has
received an Option.
(o) "Other Qualified Person" means an individual who is not an
Employee but who is a director, vendor, customer, consultant or other provider
of significant services to the Company.
(p) "Plan" means this CompReview, Inc. 1995 Stock Option Plan, as
it may be amended from time to time.
(q) "Purchase Price" means the Exercise Price times the number of
Shares with respect to which an Option is exercised.
(r) "Retirement" means the voluntary termination of employment by
an Employee upon attainment of the age of sixty-five and the completion of not
less than twenty years of service with the Company.
(s) "Securities Act" shall mean the Securities Act of 1933, as
amended.
(t) "Share" shall mean one (1) share of Common Stock, adjusted in
accordance with Section 9 of the Plan (if applicable).
(u) "Subsidiary" shall mean any corporation at least fifty percent
(50%) of the total combined voting power of which is owned by the Company or by
another Subsidiary.
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3. EFFECTIVE DATE. This Plan was adopted by the Board and
approved by the Company's shareholders effective October 16, 1995.
4. ADMINISTRATION. This Plan shall be administered by the Board,
if each member is a Disinterested Person, or by a Committee appointed by the
Board which shall consist of two (2) or more directors, each of whom is a
Disinterested Person. The requirement that an administrator be a Disinterested
Person shall not apply prior to the date of the first registration of an equity
security of the Company under Section 12 of the Exchange Act. If a Committee
is appointed, the Committee shall have, in connection with the administration
of the Plan, the powers of the Board with respect to the Plan, subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. If a Committee has been
appointed, the Committee shall hold meetings at such times and places as it may
determine. Acts of a majority of the Committee at which a quorum is present,
or acts reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee. The Board may abolish the
Committee at any time and revest in the Board the administration of this Plan.
The Board (or the Committee if there is one) shall have the power,
subject to, and within the limitations of, the express provisions of this Plan:
(a) to from time to time at its discretion select the Employees and Other
Qualified Persons who are to be granted Options, (b) determine the number of
Shares to be granted to each Optionee; (c) determine the provisions of each
Option granted (which need not be identical), including the Exercise Price and
the time or times during the term of each Option within which all or any
portion of such Option may be exercised, (d) to construe and interpret this
Plan and Options granted under it, (e) to establish, amend and revoke rules and
regulations for administration of this Plan, (f) to correct any defect,
omission or inconsistency in this Plan or in any Option, in a manner and to the
extent it shall deem necessary or expedient to make this Plan fully effective;
(g) to amend this Plan as provided in Section 11; and (h) to otherwise
administer this Plan in such manner as it deems necessary or proper to promote
the intent of this Plan. In no event may a member of the Board, or Committee
if there be one, participate in any determination relating to Options held by
or to be granted to such Board or Committee member. The interpretation and
construction by the Board, or by the Committee if there be one, of any
provision of this Plan or of any Option granted hereunder shall be final. No
member of the Board, or of the Committee if there be one, shall be liable for
any action or determination made in good faith with respect to this Plan or any
Option granted hereunder.
5. PARTICIPATION. The Optionees shall be such persons as the
Board, or Committee if there be one, may select from among the following
classes of persons:
(1) Employees of the Company or of a Subsidiary (who may be
officers, whether
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or not they are directors) and;
(2) Other Qualified Persons.
6. STOCK. The stock subject to Options granted under this Plan
shall be Shares of the Company's authorized but unissued or reacquired Common
Stock. The aggregate number of Shares which may be issued upon exercise of
Options under this Plan shall not exceed 60,000. The number of Shares subject
to Options outstanding at any time shall not exceed the number of Shares
remaining available for issuance under this Plan. In the event that any
outstanding Option for any reason expires or is terminated, the Shares
allocable to the unexercised portion of such Option may again be made subject
to any Option. The limitations established by this Section 6 shall be subject
to adjustment in the manner provided in Section 9 hereof upon the occurrence of
an event specified therein.
7. TERMS AND CONDITIONS OF OPTIONS.
(a) Option Agreements. Options shall be evidenced by written
Option Agreements in such form as the Board, or the Committee if there be one,
shall from time to time determine. Such agreements shall comply with and be
subject to the terms and conditions set forth below.
(b) Number of Shares. Each Option Agreement shall state the
number of Shares to which it pertains and shall provide for the adjustment
thereof in accordance with the provisions of Section 9 hereof.
(c) Exercise Price. Each Option Agreement shall state the
Exercise Price. Except as otherwise determined by the Board, or the Committee
if there be one, the Exercise Price shall not be less than 85% of Fair Market
Value on the date of grant.
(d) Medium and Time of Payment. The Purchase Price shall be
payable in full in United States dollars upon the exercise of the Option;
provided, however, that if the applicable Option Agreement so provides, the
Purchase Price may be paid (i) by the surrender of Shares in good form for
transfer, owned by the person exercising the Option and having a Fair Market
Value on the date of exercise equal to the Purchase Price, or in any
combination of cash (by check) and Shares, as long as the sum of the cash so
paid and the Fair Market Value of the Shares so surrendered equal the Purchase
Price, (ii) by cancellation of indebtedness owed by the Company to the
Optionee, (iii) with a full recourse promissory note executed by the Optionee,
or (iv) any combination of the foregoing. The interest rate and other terms
and conditions of such note shall be determined by the Board or the Committee,
if there be one. The Board, or the Committee if there be one, may require
that the Optionee pledge his or her Shares to the Company for the purpose of
securing the payment of such note. In no event shall the stock certificate(s)
representing such Shares by released to the Optionee until such note shall have
been paid in full. If the Company determines that it is required to withhold
state or Federal income tax as a result of the exercise of an Option, then as a
condition to the exercise thereof, an Optionee may be required to make
arrangements satisfactory to the Company to enable it to satisfy such
withholding requirements.
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(e) Term and Nontransferability of Options. Each Option shall
state the time or times which all or part thereof becomes exercisable. No
Option shall be exercisable after the expiration of ten (10) years from the
date it was granted, During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee and shall not be assignable or transferable.
In the event of the Optionee's death, the Option shall not be transferable by
the Optionee other than by will or the laws of descent and distribution.
(f) Termination of Employment, Except by Death, Disability, or
Retirement. If an Optionee ceases to be an Employee or Other Qualified Person
for any reason other than his or her death, Disability, or Retirement such
Optionee shall have the right, subject to the restrictions of (e) above and
unless otherwise provided for in the Optionee's Option Agreement, to exercise
the Option at any time within thirty (30) days thereafter, but only to the
extent that, at the date of cessation, the Optionee's right to exercise such
Option had accrued pursuant to the terms of the applicable Option Agreement and
had not previously been exercised; provided, however, that if the Optionee was
terminated for cause (as defined in the applicable Option Agreement) any
Option not exercised in full prior to such termination shall be canceled. For
this purpose, the employment relationship shall be treated as continuing intact
while the Optionee is on military leave, sick leave or other bona fide leave of
absence (to be determined in the sole discretion of the Board, or the Committee
if there be one).
(g) Death of Optionee. If an Optionee dies while an Employee or
Other Qualified Person, or after either of such relationships have been
terminated, but during the period while he or she could have exercised the
Option under this Section 7, and has not fully exercised the Option, then
subject to the restrictions of (e) above and unless otherwise provided in the
Optionee's Option Agreement, the Option may be exercised in full at any time
within twelve (12) months after the Optionee's death by the executors or
administrators of his or her estate or by any person or persons who have
acquired the Option directly from the Optionee by bequest or inheritance, but
only to the extent that, at the date of death, the Optionee's right to exercise
such Option had accrued and had not been forfeited pursuant to the terms of the
applicable Option Agreement and had not previously been exercised.
(h) Disability of Optionee. If an Optionee ceases to be an
Employee or Other Qualified Person by reason of Disability, such Optionee
shall have the right, subject to the restrictions of (e) above and unless
otherwise provided in the Optionee's Option Agreement, to exercise the Option
at any time within twelve (12) months after termination of such relationship,
but only to the extent that, at the date of such termination, the Optionee's
right to exercise such Option had accrued pursuant to the terms of the
applicable Stock Option Agreement and had not previously been exercised.
(i) Retirement of Optionee. If an Optionee ceases to be an
Employee by reason of Retirement, such Optionee shall have the right, subject
to the restrictions of (e) above and unless otherwise provided in the
Optionee's Option Agreement, to exercise the Option at any time within three
(3) months after termination of such employment, but only to the extent that,
at the
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date of such termination, the Optionee's right to exercise such Option had
accrued pursuant to the terms of the applicable Option Agreement and had not
previously been exercised.
(j) Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 9 hereof.
(k) Modification, Extension and Renewal of Option. Within the
limitations of this Plan, the Board, or the Committee if there be one, may
modify, extend or renew outstanding Options or accept the cancellation of
outstanding Options (to the extent not previously exercised) for the granting
of new Options in substitution therefor. The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Optionee, alter or
impair any rights or obligations under any Option previously granted.
(l) Other Provisions. The Option Agreements authorized under this
Plan may contain such other provisions not inconsistent with the terms of this
Plan (including, without limitation, restrictions upon the exercise of the
Option) as the Board, or the Committee if there be one, shall deem advisable.
8. TERM OF PLAN. Options may be granted pursuant to this Plan
until the expiration of ten (10) years from the effective date of this Plan.
9. RECAPITALIZATIONS. Subject to any required action by
shareholders, the number of Shares covered by this Plan as provided in Section
6 hereof, the number of Shares covered by each outstanding Option and the
Exercise Price thereof shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a subdivision or
consolidation of Shares or the payment of a stock dividend (but only of Common
Stock) or any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company. Subject to any
required action by stockholders, if the Company is the surviving corporation in
any merger or consolidation, each outstanding Option shall pertain and apply to
the securities to which a holder of the number of Shares subject to the Option
would have been entitled. In the event of a merger or consolidation in which
the Company is not the surviving corporation, the date of exercisability of
each outstanding Option shall be accelerated to a date prior to such merger or
consolidation, unless the agreement of merger or consolidation provides for the
assumption of the Option by the successor to the Company. To the extent that
the foregoing adjustments relate to securities of the Company, such adjustments
shall be made by the Board or Committee, as the case may be, whose
determination shall be conclusive and binding on all persons. Except as
expressly provided in this Section 9, the Optionee shall have no rights by
reason of subdivision or consolidation of shares of stock of any class, the
payment of any stock dividend or any other increase or decrease in the number
of shares of stock of any class or by reason of any dissolution, liquidation,
merger or consolidation or spin-off of assets or
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stock of another corporation, and any issue 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 this Plan shall not affect in any way the right
or power to 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 assets.
10. SECURITIES LAW REQUIREMENTS.
(a) Legality of Issuance. The issuance of any Shares upon the
exercise of any Option and the grant of any Option shall be contingent upon the
following:
(1) the Company and the Optionee shall have taken all actions
required to register the Shares under the Securities Act and to
qualify the Option and the Shares under any and all applicable state
securities or "blue sky" laws or regulations, or to perfect an
exemption from the respective registration and qualification
requirements thereof;
(2) any applicable listing requirement of any stock exchange
on which the Common Stock is listed shall have been satisfied; and
(3) any other applicable provision of state or Federal law
shall have been satisfied.
(b) Restrictions on Transfer. Regardless of whether the offering
and sale of Shares under this Plan has been registered under the Act or has
been registered or qualified under the securities laws of any state, the
Company may impose restrictions on the sale, pledge or other transfer of such
Shares (including the placement of appropriate legends on stock certificates)
if, in the judgment of the Company and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of
the Act, the securities laws of any state or any other law. In the event that
the sale of Shares under this Plan is not registered under the Act but an
exemption is available which required an investment representation or other
representation, each Optionee shall be required to represent that such Shares
are being acquired for investment, and not with a view to the sale or
distribution thereof, and to make such other representations as are deemed
necessary or appropriate by the Company and its counsel. Any determination by
the Company and its counsel in connection with any of the matters set forth in
this Section 10 shall be conclusive and binding on all persons. Stock
certificates evidencing Shares acquired under this Plan pursuant to an
unregistered transaction shall bear the following restrictive legend and such
other restrictive legends as are required or deemed advisable under the
provisions of any applicable law.
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER
OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT
UNDER THE ACT IS IN EFFECT
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AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH
REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH
THE ACT."
(c) Registration or Qualification of Securities. The Company may,
but shall not be obligated to register or qualify the issuance of Options
and/or the sale of Shares under the Act or any other applicable law. The
Company shall not be obligated to take any affirmative action in order to cause
the issuance of Options or the sale of Shares under this Plan to comply with
any law.
(d) Exchange of Certificates. If, in the opinion of the Company
and its counsel, any legend placed on a stock certificate representing Shares
sold under this Plan is no longer required, the holder of such certificate
shall be entitled to exchange such certificate for a certificate representing
the same number of Shares but lacking such legend.
11. AMENDMENT OF THIS PLAN. The Board, or the Committee if there
be one, may from time to time, with respect to any Shares at the time not
subject to Options, suspend or discontinue this Plan or revise or amend it in
any respect whatsoever except that, without the approval of the Company's
stockholders, no such revision or amendment shall:
(a) Increase the number of Shares subject to this Plan;
(b) Change the designation in Section 5 hereof with respect to the
classes of persons eligible to receive Options; or
(c) Amend this Section to defeat its purpose.
12. EXECUTION. To record the adoption of this Plan in the form
set forth above by the Board effective as of October 16, 1995, the Company has
caused this Plan to be executed in the name and on behalf of the Company where
provided below by an officer of the Company thereunto duly authorized.
CompReview, Inc.
BY: /s/ Lee Kaaren
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Lee Kaaren, Chairman of the Board
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AMENDMENT NO. 1
TO
COMPREVIEW INC.'S
1995 STOCK OPTION PLAN
This Amendment No. 1 to CompReview, Inc.'s 1995 Stock Option Plan (the
"Plan") is made effective as of February 15, 1996 with reference to the
following:
A. The Plan, which was adopted effective as of October 16, 1995, provides
for an aggregate of 60,000 shares of common stock to be issued pursuant to the
Plan.
B. The Plan further provides that in the event of a stock split, the
number of shares covered by the Plan shall be proportionately adjusted.
C. Subsequent to the adoption of the Plan, the outstanding shares of
common stock of CompReview, Inc. were split 10 for 1.
As a result of the foregoing, the second sentence of Section 6 of the
CompReview, Inc. 1995 Stock Option Plan is hereby amended to read in its
entirety as follows: "The aggregate number of Shares which may be issued upon
exercise of Options under this Plan shall not exceed 600,000."
All other terms of the Plan remain unchanged and in full force and effect.
To record the adoption of this Amendment No. 1 to the Plan by the
shareholders and Board of Directors on the date hereof, the Company has caused
this Amendment No. 1 to be executed in the name and on behalf of the company
where provided below by an officer of the company thereunto duly authorized.
CompReview, Inc.
By: /s/ Lee Kaaren
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Lee Kaaren, Chairman of the Board