GLOBE BUSINESS RESOURCES, INC.
1997 DIRECTORS' STOCK OPTION PLAN
The purpose of the 1997 Directors' Stock Option Plan is to advance the
interests of Globe Business Resources, Inc. and its shareholders by affording
non-employee members of the Company's Board of Directors an opportunity to
increase their proprietary interest in the Company by the grant of options to
them under the terms set forth herein. The Company believes that this Plan will
give an incentive to these members of the Board to increase revenues and
profits.
1. Effective Date of the Plan. This Plan shall become effective at such
time as it is approved by shareholders at the 1997 Annual Meeting of
Shareholders of the Company.
2. Shares Subject to the Plan. The shares to be issued upon the exercise of
the options granted under the Plan shall be shares of Common Stock, no par
value, of the Company. Either treasury or authorized and unissued shares of
Common Stock, or both, as the Board of Directors shall from time to time
determine, may be so issued. No shares of Common Stock which are subject of any
lapsed, expired or terminated options may be available for reoffering under the
Plan.
Subject to the provisions of Section 4 hereof, the aggregate number of
shares of Common Stock for which options may be granted under the Plan shall be
50,000.
3. Administration. The Plan shall be administered by a committee appointed
in accordance with the Company's Code of Regulations and consisting of three or
more directors which directors may also be eligible to participate in the Plan.
Subject to the express provisions of the Plan, the Committee shall have the
authority to establish the terms and conditions of such option agreements,
consistent with this Plan. Such agreements need not be uniform.
4. Adjustments to Common Stock and Option Price.
4.1 In the event of changes in the outstanding Common Stock of
the Company as a result of stock dividends, split-ups,
recapitalizations, combinations or exchanges, the number and class of
shares of Common Stock authorized to be the subject of options under
the Plan and the number and class of shares of Common Stock and Option
Price for each option which is outstanding under this Plan shall be
correspondingly adjusted by the Committee.
4.2 The Committee shall make appropriate adjustments in the
Option Price to reflect any spin-off of assets, extraordinary dividends
or other distributions to shareholders.
4.3 In the event of the dissolution or liquidation of the
Company or any merger, consolidation or combination in which the
Company is not the surviving corporation or in which the outstanding
shares of Common Stock of the Company are converted into cash, other
securities or other property, each outstanding option issued hereunder
shall terminate as of a date fixed by the Committee provided that not
less than 20 days' written notice of the date of expiration shall be
given to each holder of an option. Each such holder shall have the
right during such period following notice to exercise the option as to
all or any part of the option for which it is exercisable at the time
of such notice.
5. Eligible Directors; Grant of Options. An Eligible Director shall be each
director of the Company, now serving as a director or elected hereafter, who is
not also an employee of the Company.
Each Eligible Director elected as such at the 1997 Annual Meeting of
Shareholders shall be granted an option for the purchase of 1,000 shares of
Common Stock and, upon each subsequent election as a director, another option
for 1,000 shares. Persons who become Eligible Directors after the effective date
of the Plan shall be granted an option for 1,000 shares as a result of their
election, whether by shareholders or directors, and upon each subsequent
election as a director, another option for 1,000 shares. All grants shall be
made on the date of the event giving rise to the option. Such grants shall
continue until the number of shares provided for in this Plan in Section 2 are
exhausted.
6. Price. The purchase price of the shares of Common Stock which may be
acquired pursuant to the exercise of any option granted pursuant to the Plan
shall be the last closing sale price reported immediately prior to the date of
grant.
7. Period of Option. The term of each option shall be ten years from the
date of grant.
8. Exercise of Options. An option may be exercised by an Eligible Director
as to all or part of the shares covered thereby by giving written notice to the
Company at its principal office, directed to the attention of its Secretary,
accompanied by payment of the Option Price in full for shares being purchased.
The payment of the Option Price shall be either in cash or, subject to any
conditions set forth in the option agreement, by delivery of shares of Common
Stock of the Company having a fair market value equal to the purchase price on
the date of exercise of the option, or by any combination of cash and such
shares.
Unless there is in effect at the time of exercise a registration statement
under the Securities Act of 1933 permitting the resale to the public of shares
acquired under the Plan, the holder of the option shall, except to the extent
determined by the Committee that such is not required, (i) represent and warrant
in writing to the Company that the shares acquired are being acquired for
investment and not with a view to the distribution thereof, (ii) acknowledge
that the shares acquired may not be sold unless registered for sale under said
Act or pursuant to an exemption from such registration,and (iii) agree that the
certificates evidencing such shares shall bear a legend to the effect of clauses
(i) and (ii).
9. Nontransferability of Options. No option granted under the Plan shall be
transferable otherwise than by will or by the laws of descent and distribution,
and an option may be exercised during the lifetime of the holder only by him.
10. Death or Disability of an Optionee. If an optionee shall cease to be an
Eligible Director on account of disability or death, an option theretofore
granted to such Eligible Director may be exercised by the optionee or, in the
case of death, by the legal representative of the estate of the deceased option
holder or by the person or persons to whom such Eligible Director's rights under
the option shall pass by will or the laws of descent and distribution, at any
time within one year from the date the optionee ceased to be an Eligible
Director. "Disability" shall have the meaning ascribed to it in Section
105(d)(4) of the Internal Revenue Code of 1986, as amended.
11. Rights as a Stockholder. The holder of an option shall not have any of
the rights of a stockholder of the Company with respect to the shares subject to
an option until a certificate or certificates for such shares shall have been
issued upon the exercise of the option.
12. Amendment and Termination.
12.1 The Plan shall terminate five years after its effective
date and thereafter no options shall be granted thereunder. All options
outstanding at the time of termination of the Plan shall continue in
full force and effect in accordance with and subject to the terms and
conditions of the Plan. The Board of Directors of the Company at any
time prior to that date may terminate the Plan or make such amendments
to it as the Board of Directors shall deem advisable; provided,
however, that except as provided in Section 4 hereof, the Board of
Directors may not, without shareholder approval, increase the maximum
number of shares as to which options may be granted under the Plan,
change the class of persons eligible to receive options under the Plan
or change the number of options to be granted to each eligible person
under the Plan. No termination or amendment of the Plan may, without
the consent of the holder of an option then existing, terminate his
option or materially and adversely affect his rights under the option.
12.2 This Plan may not be amended more than once every six
months other than to conform with changes in the Internal Revenue Code,
the Employee Retirement Income Security Act, or the rules thereunder.
13. Automatic Termination of Option. Notwithstanding anything contained
herein to the contrary, if at any time a holder of an option granted under this
Plan becomes an employee, officer or director of or a consultant to an entity
which the Committee determines is a competitor of the Company, such option shall
automatically terminate as of the date such conflicting relationship was
established regardless of whether such option is exercisable in whole or in part
at such time.