[Company Logo] TRM COPY CENTERS CORPORATION
RESTATED 1996 STOCK OPTION PLAN
1. Purpose. The purpose of this Restated 1996 Stock Option Plan (the
"Plan") is to enable TRM Copy Centers Corporation (the "Company") to attract and
retain the services of selected key employees, consultants, independent
contractors, officers and directors of the Company.
2. Shares Subject to the Plan. Subject to adjustment as provided below and
in paragraph 9, the shares to be offered under the Plan shall consist of Common
Stock of the Company, and the total number of shares of Common Stock that may be
issued under the Plan shall not exceed 1,200,000 shares plus any shares that
were available for grant or subject to outstanding options under the Company's
Restated 1986 Stock Incentive Plan (the "1986 Plan") on the effective date of
the Plan and are not issued under the 1986 Plan due to termination or
cancellation of such options. If an option granted under the Plan expires,
terminates or is cancelled, the unissued shares subject to such option shall
again be available under the Plan.
3. Effective Date and Duration of Plan.
(a) Effective Date. The Plan shall become effective when adopted by
the Board of Directors; provided, however, that prior to shareholder approval of
the Plan, any grants shall be subject to and conditioned on approval of the Plan
by a majority of the votes cast at a meeting of shareholders at which a quorum
is present. Options may be granted under the Plan at any time after the
effective date and before termination of the Plan.
(b) Duration. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
such shares have lapsed. The Board of Directors may suspend or terminate the
Plan at any time except with respect to options then outstanding under the Plan.
Termination shall not affect any outstanding options.
4. Administration.
(a) Except as specified in paragraph 4(b) the Plan shall be
administered by the Board of Directors of the Company, which shall determine and
designate from time to time the individuals to whom option grants shall be made
and all terms and conditions of the grants. Subject to the provisions of the
Plan, the Board of Directors may from time to time adopt and amend rules and
regulations relating to administration of the Plan, accelerate any exercise
date, provide for automatic acceleration upon the occurrence of specified
events, waive or modify any restriction applicable to grants (except those
restrictions imposed by law) and make all other determinations in the judgment
of the Board of Directors necessary or desirable for the administration of the
Plan. The interpretation and construction of the provisions of the Plan and
related agreements by the Board of Directors shall be final and conclusive. The
Board of Directors may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any related agreement in the manner and to
the extent it shall deem expedient to carry the Plan into effect, and it shall
be the sole and final judge of such expediency.
(b) The Board of Directors, if it so determines, may delegate to a
committee of the Board of Directors constituting of one or more members (the
"Committee") any or all authority for administration of the Plan; provided,
however, that only the Board of Directors may amend or terminate the Plan as
provided in paragraphs 3 and 11. If a Committee is appointed, all references to
the Board of Directors in the Plan shall mean and relate to such Committee
except as limited by the immediately preceding sentence and unless the context
requires otherwise.
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1996 Restated Stock Option Plan
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5. Types of Awards; Eligibility; Limitations on Certain Awards. The Board
of Directors may, from time to time, take the following actions, separately or
in combination, under the Plan: (i) grant Incentive Stock Options, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), as
provided in paragraphs 6(a) and 6(b); (ii) grant options other than Incentive
Stock Options ("Nonstatutory Stock Options") as provided in paragraphs 6(a) and
6(c); and (iii) grant foreign qualified options as provided in paragraph 7. Any
such grants may be made to employees, consultants, independent contractors,
officers and directors, provided, however, that only employees of the Company
shall be eligible to receive Incentive Stock Options under the Plan. Except as
for options granted pursuant to paragraph 8, the Board of Directors shall select
the individuals to whom grants shall be made and shall specify the action taken
with respect to each individual to whom a grant is made. The Board of Directors
may not reprice outstanding options, other than adjustments made pursuant to
paragraph 9. No individual may be granted options under the Plan for more than
an aggregate of 300,000 shares of Common Stock in any calendar year.
6. Option Grants.
(a) General Rules Relating to Options.
(i) Terms of Grant. With respect to each option grant (except for
options granted pursuant to paragraph 8), the Board of Directors
shall determine the number of shares subject to the option, the
option price, the period of the option, the time or times at
which the option may be exercised and whether the option is an
Incentive Stock Option or a Nonstatutory Stock Option.
(ii) Exercise of Options. Except as provided in paragraphs
6(a)(iv) and 8 or as determined by the Board of Directors, no
option granted under the Plan may be exercised unless at the time
of such exercise the optionee is employed by or in the service of
the Company or any subsidiary of the Company and shall have been
so employed or provided such service continuously since the date
such option was granted. Absence on leave or on account of
illness or disability under rules established by the Board of
Directors shall not, however, be deemed an interruption of
employment or service for this purpose. Unless otherwise
determined by the Board of Directors, vesting of options shall
not continue during an absence on leave (including an extended
illness) or on account of disability. Except as provided in
paragraphs 6(a)(iv), 8 and 9, options granted under the Plan may
be exercised from time to time over the period stated in each
option in such amounts and at such times as shall be prescribed
by the Board of Directors, provided that options shall not be
exercised for fractional shares. Unless otherwise determined by
the Board of Directors, if the optionee does not exercise an
option in any one year with respect to the full number of shares
to which the optionee is entitled in that year, the optionee's
rights shall be cumulative and the optionee may purchase those
shares in any subsequent year during the term of the option.
(iii) Nontransferability. Each Incentive Stock Option and, unless
otherwise determined by the Board of Directors, each other option
granted under the Plan by its terms shall be nonassignable and
nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and
distribution of the state or country of the optionee's domicile
at the time of death, and each option by its terms shall be
exercisable during the optionee's lifetime only by the optionee;
provided, however, that a Nonstatutory Stock Option shall also be
transferable pursuant to a qualified domestic relations order as
defined under the Code or Title I of the Employee Retirement
Income Security Act.
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1996 Restated Stock Option Plan
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(iv) Termination of Employment or Service.
(A) General Rule. Unless otherwise determined by the Board
of Directors, except as provided in paragraph 8, in the event the
employment or service of the optionee with the Company or a subsidiary
terminates for any reason other than because of physical disability or
death as provided in subparagraphs 6(a)(iv)(B) and (C), the option may
be exercised at any time prior to the expiration date of the option or
the expiration of three months after the date of such termination,
whichever is the shorter period, but only if and to the extent the
optionee was entitled to exercise the option at the date of such
termination.
(B) Termination Because of Physical Disability. Unless
otherwise determined by the Board of Directors, except as provided in
paragraph 8, in the event of the termination of employment or service
because of physical disability (within the meaning of Section 22(e)(3)
of the Code), the option may be exercised at any time prior to the
expiration date of the option or the expiration of 12 months after the
date of such termination, whichever is the shorter period, but only if
and to the extent the optionee was entitled to exercise the option at
the date of such termination.
(C) Termination Because of Death. Unless otherwise
determined by the Board of Directors, except as provided in paragraph
8, in the event of the death of an optionee while employed by or
providing service to the Company or a subsidiary, the option may be
exercised at any time prior to the expiration date of the option or
the expiration of 12 months after the date of such death, whichever is
the shorter period, but only if and to the extent the optionee was
entitled to exercise the option at the date of such termination and
only by the person or persons to whom such optionee's rights under the
option shall pass by the optionee's will or by the laws of descent and
distribution of the state or country of domicile at the time of death.
(D) Amendment of Exercise Period Applicable to Termination.
The Board of Directors, at the time of grant or at any time
thereafter, may extend the 90-day and 12-month exercise periods any
length of time not later than the original expiration date of the
option, and may increase the portion of an option that is exercisable,
subject to such terms and conditions as the Board of Directors may
determine.
(E) Failure to Exercise Option. To the extent that the
option of any deceased optionee or of any optionee whose employment or
service terminates is not exercised within the applicable period, all
further rights to purchase shares pursuant to such option shall cease
and terminate.
(v) Purchase of Shares. Unless the Board of Directors determines
otherwise, shares may be acquired pursuant to an option granted
under the Plan only upon receipt by the Company of notice in
writing from the optionee of the optionee's intention to
exercise, specifying the number of shares as to which the
optionee desires to exercise the option and the date on which the
optionee desires to complete the transaction, which shall not be
more than 30 days after receipt of the notice, and if required in
order to comply with the Securities Act of 1933, as amended,
containing a representation that it is the optionee's present
intention to acquire the shares for investment and not with a
view to distribution. On or before the date specified for
completion of the purchase of shares pursuant to an option, the
optionee must have paid the Company the full purchase price of
such shares in cash or, with the consent of the Board of
Directors, in whole or in part, in Common Stock of the Company
valued at fair market value. The fair
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1996 Restated Stock Option Plan
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market value of Common Stock provided in payment of the purchase
price shall be the closing price of the Common Stock as reported
in The Wall Street Journal on the day preceding the date that the
option is exercised, or such other reported value of the Common
Stock as shall be specified by the Board of Directors. No shares
shall be issued until full payment therefor has been made. Each
optionee who has exercised an option shall immediately upon
notification of the amount due, if any, pay to the Company in
cash amounts necessary to satisfy any applicable federal, state
and local tax withholding requirements. If additional withholding
is or becomes required beyond any amount deposited before
delivery of the certificates, the optionee shall pay such amount
to the Company on demand. If the optionee fails to pay the amount
demanded, the Company may withhold that amount from other amounts
payable by the Company to the optionee, including salary, subject
to applicable law. With the consent of the Board of Directors an
optionee may satisfy this obligation, in whole or in part, by
having the Company withhold from the shares to be issued upon the
exercise that number of shares that would satisfy the withholding
amount due or by delivering Common Stock to the Company to
satisfy the withholding amount. Upon the exercise of an option,
the number of shares reserved for issuance under the Plan shall
be reduced by the number of shares issued upon exercise of the
option.
(b) Incentive Stock Options. Incentive Stock Options shall be subject
to the following additional terms and conditions:
(i) Limitation on Amount of Grants. No employee may be granted
Incentive Stock Options under the Plan if the aggregate fair
market value, on the date preceding the date of grant, of the
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by that employee during any
calendar year under the Plan and under any other incentive stock
option plan (within the meaning of Section 422 of the Code) of
the Company or any parent or subsidiary of the Company exceeds
$100,000.
(ii) Limitations on Grants to 10 Percent Shareholders. An
Incentive Stock Option may be granted under the Plan to an
employee possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company or of any
parent or subsidiary of the Company only if the option price is
at least 110 percent of the fair market value of the Common Stock
subject to the option on the date preceding the date it is
granted, as described in paragraph 6(b)(iv), and the option by
its terms is not exercisable after the expiration of five years
from the date it is granted.
(iii) Duration of Options. Subject to paragraphs 6(a)(ii) and
6(b)(ii), Incentive Stock Options granted under the Plan shall
continue in effect for the period fixed by the Board of
Directors, except that no Incentive Stock Option shall be
exercisable after the expiration of 10 years from the date it is
granted.
(iv) Option Price. The option price per share shall be determined
by the Board of Directors at the time of grant. Except as
provided in paragraph 6(b)(ii), the option price shall not be
less than 100 percent of the fair market value of the Common
Stock covered by the Incentive Stock Option at the date the
option is granted. The fair market value shall be deemed to be
the closing price of the Common Stock as reported in The Wall
Street Journal on the day preceding the date the option is
granted, or if there has been no sale on that date, on the last
preceding date on which a sale occurred, or such other value of
the Common
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1996 Restated Stock Option Plan
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Stock as shall be specified by the Board of Directors.
(v) Limitation on Time of Grant. No Incentive Stock Option shall
be granted on or after the tenth anniversary of the date the Plan
was adopted by the Board of Directors.
(vi) Conversion of Incentive Stock Options. The Board of
Directors may at any time without the consent of the optionee
convert an Incentive Stock Option to a Nonstatutory Stock Option.
(vii) Limit on Shares. Subject to adjustment as provided in
paragraph 9, the total number of Common Shares that may be issued
under the Plan upon exercise of Incentive Stock Options shall not
exceed 700,000 plus up to 200,000 shares that may become
available from the 1986 Plan.
(c) Nonstatutory Stock Options. Nonstatutory Stock Options, other than
options granted pursuant to paragraph 8, shall be subject to the following
additional terms and conditions:
(i) Option Price. The option price for Nonstatutory Stock Options
shall be determined by the Board of Directors at the time of
grant and may be any amount determined by the Board of Directors
not less than 100% of the fair market value in the date preceding
the date of grant. The fair market value of such shares shall be
deemed to be the closing price of the Common Stock as reported in
The Wall Street Journal on the valuation date, or if there has
been no sale on that date, on the last preceding date on which a
sale occurred, or such other reported value of the Common Stock,
or average closing prices for a period of up to 10 trading dates
including or preceding the valuation date, as shall be specified
by the Board of Directors.
(ii) Duration of Options. Nonstatutory Stock Options granted
under the Plan shall continue in effect for the period fixed by
the Board of Directors.
7. Foreign Qualified Option Grants. Options under the Plan may be granted
to such officers and employees of the Company and its subsidiaries and such
other persons described in paragraph 1 residing in foreign jurisdictions as the
Board of Directors may determine from time to time. The Board of Directors may
adopt such supplements to the Plan as may be necessary to comply with the
applicable laws of such foreign jurisdictions and to afford participants
favorable treatment under such laws; provided, however, that no option shall be
granted under any such supplement with terms which are more beneficial to the
participants than the terms permitted by the Plan.
8. Option Grants to Nonemployee Directors.
(a) Grants to Nonemployee Directors. Immediately after the close of
each annual shareholder meeting (commencing with the 1996 annual meeting), each
person then serving as a Nonemployee Director, including any such person who is
elected at such meeting, shall automatically be granted a Nonstatutory Stock
Option to purchase 5,000 shares of Stock. A "Nonemployee Director" is a director
of the Company who is not an employee of the Company or of any parent or
subsidiary of the Company on the date the option is granted.
(b) Additional Grants to Nonemployee Directors Who Serve on Executive
Committee. Immediately after the close of each annual shareholder meeting
(commencing with the 1996 annual meeting), each person who is then serving as a
Nonemployee Director and who also is serving on the Executive Committee of the
Board of Directors shall automatically be granted a Nonstatutory Stock Option
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1996 Restated Stock Option Plan
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to purchase an additional 2,500 shares of Stock.
(c) Terms of Options. The exercise price for options granted under
this paragraph 8 shall be the fair market value of the shares covered by the
option on the date preceding the date of grant, determined pursuant to paragraph
6(b)(iv). Each such option shall have a 10-year term from the date of grant,
unless earlier terminated as provided in 6(a)(iv). Each such option shall become
fully exercisable one year after the date of grant, subject to earlier exercise
pursuant to paragraph 9. If an optionee ceases to be a director of the Company
for any reason, including death or disability, the exercise of the option shall
be subject to 6(a)(iv). Options may be exercised in accordance with paragraph 6.
Options granted under this paragraph 8 shall be governed by all other applicable
provisions of the Plan.
9. Changes in Capital Structure. If the outstanding Common Stock of the
Company is hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of any reorganization, merger, consolidation, plan
of exchange, recapitalization, reclassification, stock split-up, combination of
shares or dividend payable in shares, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for grants
under the Plan. In addition, the Board of Directors shall make appropriate
adjustment in the number and kind of shares as to which outstanding options or
portions thereof then unexercised, shall be exercisable, so that the optionee's
proportionate interest before and after the occurrence of the event is
maintained. Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from any adjustment
may be disregarded or provided for in any manner determined by the Board of
Directors. Any such adjustments made by the Board of Directors shall be
conclusive. In the event of dissolution of the Company or a merger,
consolidation or plan of exchange affecting the Company, in lieu of providing
for options as provided above in this paragraph 9 or in lieu of having the
options continue unchanged, the Board of Directors, may, in its sole discretion,
provide a 30-day period prior to such event during which optionees shall have
the right to exercise options in whole or in part without any limitation on
exercisability and upon the expiration of such 30-day period all unexercised
options and stock appreciation rights shall immediately terminate.
10. Corporate Mergers, Acquisitions, etc. The Board of Directors may also
grant options under the Plan having terms, conditions and provisions that vary
from those specified in this Plan provided that any such awards are granted in
substitution for, or in connection with the assumption of, existing options
granted by another corporation and assumed or otherwise agreed to be provided
for by the Company pursuant to or by reason of a transaction involving a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation to which the Company or a subsidiary is a party.
11. Amendment of Plan. The Board of Directors may at any time, and from
time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in paragraphs 6(a)(iv) and 9 however, no change
in an option already granted shall be made without the written consent of the
holder of such award. Current Nasdaq rules and IRS rules would require
shareholder approval of certain amendments to the 1996 Plan.
12. Approvals. The obligations of the Company under the Plan are subject to
the approval of state and federal authorities or agencies with jurisdiction in
the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Stock under the Plan if such issuance or delivery would
violate applicable state or federal securities laws.
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13. Employment and Service Rights. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary by whom such employee is
employed to terminate such employee's employment at any time, for any reason,
with or without cause, or to decrease such employee's compensation or benefits,
or (ii) confer upon any person engaged by the Company any right to be retained
or employed by the Company or to the continuation, extension, renewal, or
modification of any compensation, contract, or arrangement with or by the
Company.
14. Rights as a Shareholder. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any Common Stock until the
date of issue to the recipient of a stock certificate for such shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.
15. Applicable Law. The law of the State of Oregon will govern all matters
relating to this Plan except to the extent it is superseded by the laws of the
United States.