Exhibit 4.3
IMRGLOBAL CORP.
1999 EMPLOYEE STOCK INCENTIVE PLAN
SECTION 1.
PURPOSE
The purpose of this Plan is to promote the interests of the
Company by providing the opportunity to purchase Shares to Employees in
order to attract and retain Employees by providing an incentive to work to
increase the value of Shares and a stake in the future of the Company which
corresponds to the stake of each of the Company's shareholders. The Plan
provides for the grant of Non-Qualified Stock Options to aid the Company in
obtaining these goals.
SECTION 2.
DEFINITIONS
Each term set forth in this Section 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, and reference to one gender shall include the
other gender.
2.1 ADMINISTRATOR means the Board or any of its Committees or an
Officer, if so designated by the Board; an Administrator shall administer
the Plan, in accordance with Section 5 of the Plan.
2.2 APPLICABLE LAWS means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted, and the
applicable laws of any foreign country or jurisdiction where Options are,
or will be, granted under the Plan.
2.3 BOARD means the Board of Directors of the Company.
2.4 CHANGE OF CONTROL means (i) the acquisition by a third
person, including a "person" as defined in Section 13(d)(3) of the Exchange
Act, of beneficial ownership (as defined in Rule 13d-3 under the Exchange
Act) directly or indirectly, of securities of the Company representing
twenty-five percent (25%) or more of the total number of votes that may be
cast for the election of the directors of the Company; or (ii) as the
result of, or in connection with, any tender or exchange offer, merger,
consolidation or other business combination, sale of assets or one or more
contested elections, or any combination of the foregoing transactions, the
persons who were directors of the Company shall cease to constitute a
majority of the Board of Directors of the Company.
2.5 CODE means the Internal Revenue Code of 1986, as amended.
2.6 COMMITTEE means a committee of Directors appointed by the
Board in accordance with Section 5 of the Plan.
2.7 COMMON STOCK means the common stock of the Company, $. 10 par
value per share, as defined in the Company's Articles of Incorporation, as
the same may be amended from time to time, and shall also mean any other
stock or securities (including any other share or securities of an entity
other than the Company) for or into which the outstanding shares of such
stock are hereinafter exchanged or changed.
2.8 COMPANY means IMRglobal Corp., a Florida corporation, and any
successor to such organization.
2.9 EMPLOYEE means an employee of the Company or a Subsidiary,
but shall not include any member of the Board of Directors of the Company
or an Officer.
2.10 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
2.11 EXERCISE PRICE means the price which shall be paid to
purchase one (1) Share upon the exercise of an Option granted under this
Plan.
2.12 FAIR MARKET VALUE of each Share on any date means the price
determined below on the last business day immediately preceding the date of
valuation:
(a) The closing sales price per Share, regular way, or in
the absence thereof the mean of the last reported bid and asked quotations,
on such date on the exchange having the greatest volume of trading in the
Shares during the thirty-day period preceding such date (or if such
exchange was not open for trading on such date, the next preceding date on
which it was open); or
(b) If there is no price as specified in (a), the final
reported sales price per Share, or if not reported, the mean of the closing
high bid and low asked prices in the over-the-counter market for the Shares
as reported by the National Association of Securities Dealers Automatic
Quotation System, or if not so reported, then as reported by the National
Quotation Bureau Incorporated, or if such organization is not in existence,
by an organization providing similar services, on such date (or if such
date is not a date for which such system or organization generally provides
reports, then on the next preceding date for which it does so); or
(c) If there also is no price as specified in (b), the price
per Share determined by the Board by reference to bid-and-asked quotations
for the Shares provided by members of an association of brokers and dealers
registered pursuant to Subsection 15(b) of the Exchange Act, which members
make a market in the Shares, for such recent dates as the Board shall
determine to be appropriate for fairly determining current market value; or
(d) If there also is no price as specified in (c), an amount
per Share determined in good faith by the Board based on such relevant
facts, which may include opinions of independent experts, as may be
available to the Board.
2.13 OFFICER means a person who is an executive officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.
2.14 OPTION means an option granted under this Plan to purchase
Shares which is not intended by the Company to satisfy the requirements of
Code Section 422.
2.15 PARENT means any corporation which is a parent of the
Company (within the meaning of Code Section 424(e)) or a parent of a
Successor.
2.16 PARTICIPANT means an individual who receives an Option
hereunder.
2.17 PLAN means the IMRglobal Corp. 1999 Employee Stock Incentive
Plan, as amended from time to time.
2.18 SHARES means shares of the Common Stock. A Share means one
(1) share of Common Stock.
2.19 STOCK INCENTIVE AGREEMENT means an agreement between the
Company and a Participant evidencing an award of an Option.
2.20 SUBSIDIARY means any corporation which is a subsidiary of
the Company (within the meaning of Code Section 424(f) or a subsidiary of a
Successor.
2.21 SUCCESSOR means any entity which acquires all or
substantially all of the assets of the Company or is the survivor or
Successor entity in any merger, consolidation, reorganization, division or
other Transaction in which Shares are converted into another security or
into the right to receive property or another security or any combination
thereof.
2.22 SURRENDERED SHARES means the Shares described in Section 9.2
which (in lieu of being purchased) are surrendered for cash or Shares, or
for a combination of cash and Shares, in accordance with Section 9.
2.23 TERMINATION OF EMPLOYMENT WITHOUT CAUSE means a termination
of employment other than a termination for (i) willful dishonesty toward or
deliberate injury or attempted injury to the employer; (ii) indictment or
conviction of a felony involving moral turpitude; or (iii) breach of the
terms of a written employment agreement and failure to cure such breach
within thirty (30) days following written notice from the employer.
2.24 TRANSACTION means a transaction in which another entity
acquires all or substantially all of the assets of the Company or is the
survivor or Successor entity in any merger, consolidation, reorganization,
division or other transaction in which Shares are converted into another
security or into the right to receive property or another security or any
combination thereof.
SECTION 3.
SHARES SUBJECT TO OPTIONS
The total number of Shares that may be issued pursuant to Options
under this Plan shall not exceed Two Million (2,000,000), as adjusted
pursuant to Section 12. Such Shares shall be reserved, to the extent that
the Company deems appropriate, from authorized but unissued Shares, and
from Shares which have been reacquired by the Company. Furthermore, any
Shares subject to an Option which remain after the cancellation, expiration
or exchange of such Option thereafter shall again become available for use
under this Plan, but any Surrendered Shares which remain after the
surrender of an Option under Section 9 shall not again become available for
use under this Plan.
SECTION 4.
EFFECTIVE DATE
The effective date of this Plan shall be the date it is adopted
by the Board. No shareholder approval will be obtained.
SECTION 5.
ADMINISTRATION
This Plan shall be administered by (a) the Board, (b) a
Committee, which committee shall be constituted to satisfy Applicable Laws,
and/or (c) one or more Officers, to the extent so designated by the Board
and permitted by Applicable Laws. To the extent that an Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of
the Code, the Plan shall be administered by a Committee of two or more
"outside directors" within the meaning of Section 162(m) of the Code.
An Administrator, acting in its absolute discretion, shall
exercise such powers and take such actions as expressly called for under
this Plan. An Administrator shall have the power to interpret this Plan
and, subject to Section 14, to take such other action in the administration
and operation of the Plan as it deems equitable under the circumstances. An
Administrator's actions shall be binding on the Company, on each affected
Employee, and on each other person directly or indirectly affected by such
actions.
An Administrator shall act according to the policies and
procedures set forth in the Plan and to those policies and procedures
established by the Board, and an Administrator shall have such powers and
responsibilities as are set forth by the Board. Reference to the Board in
this Plan shall specifically include reference to an Administrator where
the Board has delegated its authority to an Administrator, and any action
by an Administrator pursuant to a delegation of authority by the Board
shall be deemed an action by the Board under the Plan. Notwithstanding the
above, the Board may assume the powers and responsibilities granted to an
Administrator at any time, in whole or in part.
SECTION 6.
ELIGIBILITY
Only Employees shall be eligible for the grant of Options under
this Plan, but no Employee shall have the right to be granted an Option
under this Plan merely as a result of his or her status as an Employee.
Notwithstanding the foregoing, for purposes of this Section 6, "Employee"
may include a person who has agreed, or expressed a willingness, to become
an Employee or to provide valuable services to the Company, provided that
any Option granted to any such person (i) shall not become exercisable
until such person commences service as an Employee; and (ii) shall
immediately terminate if such person does not commence service as an
Employee.
SECTION 7.
TERMS OF OPTIONS
7.1 TERMS AND CONDITIONS OF ALL OPTIONS.
(a) An Administrator, in its absolute discretion, shall
grant Options under this Plan from time to time and shall have the right to
grant new Options in exchange for outstanding Options. Options shall be
granted to Employees selected by an Administrator, and an Administrator
shall be under no obligation whatsoever to grant Options to all Employees
or to grant all Options subject to the same terms and conditions. Each
grant of a Stock Option shall be evidenced by a Stock Incentive Agreement.
(b) The number of Shares as to which a Stock Option shall be
granted, and whether and to what extent such Shares shall possess voting
rights, shall be determined by an Administrator in its sole discretion,
subject to the provisions of Section 3 as to the total number of shares
available for grants under the Plan.
(c) Each Stock Option shall be evidenced by a Stock
Incentive Agreement executed by the Company and the Participant, which
shall be in such form and contain such terms and conditions as an
Administrator in its discretion may, subject to the provisions of the Plan,
from time to time determine.
(d) The date a Stock Option is granted shall be the date on
which an Administrator has approved the terms and conditions of the Stock
Incentive Agreement and has determined the recipient of the Stock Option
and the number of Shares covered by the Stock Option and has taken all such
other action necessary to complete the grant of the Stock Option.
7.2 TERMS AND CONDITIONS OF OPTIONS. Each grant of an Option
shall be evidenced by a Stock Incentive Agreement which shall:
(i) specify that the Option is a non-qualified incentive
stock option; and
(ii) incorporate such other terms and conditions as an
Administrator, acting in its absolute discretion, deems consistent with the
terms of this Plan, including (without limitation) a restriction on the
number of Shares subject to the Option which first become exercisable or
subject to surrender during any calendar year.
In determining Employee(s) to whom an Option shall be
granted and the number of Shares to be covered by such Option, an
Administrator may take into account the recommendations of the President of
the Company and its other officers, the duties of the Employee, the present
and potential contributions of the Employee to the success of the Company,
the anticipated number of years of service remaining before the attainment
by the Employee of retirement age, and other factors deemed relevant by an
Administrator, in its sole discretion, in connection with accomplishing the
purpose of this Plan; provided, however, that the Board may limit the
discretion of an Administrator in making such decisions if it so chooses.
An Employee who has been granted an Option to purchase Shares, whether
under this Plan or otherwise, may be granted one or more additional
Options.
(a) Exercise Price. Subject to adjustment in accordance with
Section 12 and the other provisions of this Section, the Exercise Price
shall be determined by the Administrator authorizing such grant and shall
be set forth in the applicable Stock Incentive Agreement. The Exercise
Price for each Share of an Option shall be no less than the minimum price
required by applicable state law, or by the Company's governing instrument,
or $0.01, whichever price is greater.
(b) Option Term. Each Option granted under this Plan shall
be exercisable in whole or in part at such time or times as set forth in
the related Stock Incentive Agreement, but no Stock Incentive Agreement
shall:
(i) make an Option exercisable before the date such
Option is granted; or
(ii) make an Option exercisable after the earlier of
the:
(A) the date such Option is exercised in full, or
(B) the date which is the tenth (10th) anniversary
of the date such Option is granted.
A Stock Incentive Agreement may provide for the exercise of
an Option after the employment of an Employee has terminated for any reason
whatsoever, including death or disability.
(c) Payment. Payment for all shares of Stock purchased
pursuant to exercise of an Option shall be made in cash or, if the Stock
Incentive Agreement provides, by delivery to the Company of a number of
Shares which have been owned by the holder for at least six (6) months
prior to the date of exercise having an aggregate Fair Market Value of not
less than the product of the Exercise Price multiplied by the number of
Shares the Participant intends to purchase upon exercise of the Option on
the date of delivery. In addition, the Stock Incentive Agreement may
provide for cashless exercise through a brokerage transaction following
registration of the Company's equity securities under Section 12 of the
Securities Exchange Act of 1934. Except as provided in subparagraph (f)
below, payment shall be made at the time that the Option or any part
thereof is exercised, and no Shares shall be issued or delivered upon
exercise of an Option until full payment has been made by the Participant.
The holder of an Option, as such, shall have none of the rights of a
stockholder.
Notwithstanding the above, and in the sole discretion of an
Administrator, an Option may be exercised as to a portion or all (as
determined by an Administrator) of the number of Shares specified in the
Stock Incentive Agreement by delivery to the Company of a promissory note,
such promissory note to be executed by the Participant and which shall
include, with such other terms and conditions as an Administrator shall
determine, provisions in a form approved by an Administrator under which:
(i) the balance of the aggregate purchase price shall be payable in equal
installments over such period and shall bear interest at such rate (which
shall not be less than the prime bank loan rate as determined by an
Administrator) as an Administrator shall approve, and (ii) the Participant
shall be personally liable for payment of the unpaid principal balance and
all accrued but unpaid interest.
(d) Conditions to Exercise of an Option. Each Option granted
under the Plan shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as an
Administrator shall specify in the Stock Incentive Agreement; provided,
however, that subsequent to the grant of an Option, an Administrator, at
any time before complete termination of such Option, may accelerate the
time or times at which such Option may be exercised in whole or in part.
(e) Special Provisions for Certain Substitute Options.
Notwithstanding anything to the contrary in this Section, any Option in
substitution for a stock option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may provide for an exercise price computed in
accordance with such Code Section and the regulations thereunder and may
contain such other terms and conditions as an Administrator may prescribe
to cause such substitute Option to contain as nearly as possible the same
terms and conditions (including the applicable vesting and termination
provisions) as those contained in the previously issued stock option being
replaced thereby.
7.3 [Reserved]
7.4 [Reserved]
SECTION 8.
NON-TRANSFERABILITY
Unless determined otherwise by an Administrator, a Stock Option
may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee,
only by the Optionee. An Administrator shall have the authority and
discretion to make a Stock Option grant assignable by a Participant to such
Participant's family members, a trust for such Participant's benefit or a
trust for the benefit of such Participant's family members. Provided,
however, that no unvested portion of a Stock Option shall be assignable in
whole or in part. If an Administrator makes a Stock Option assignable, such
a Stock Option shall contain such additional terms and limitations as the
Administrator deems appropriate.
SECTION 9.
SURRENDER OF OPTIONS
9.1 GENERAL RULE. An Administrator, acting in its absolute
discretion, may incorporate a provision in a Stock Incentive Agreement to
allow an Employee to surrender his or her Option in whole or in part in
lieu of the exercise in whole or in part of that Option on any date that:
(a) the Fair Market Value of the Shares subject to such
Option exceeds the Exercise Price for such Shares, and
(b) the Option to purchase such Shares is otherwise
exercisable.
9.2 PROCEDURE. The surrender of an Option in whole or in part
shall be effected by the delivery of the Stock Incentive Agreement to an
Administrator, together with a statement signed by the Participant which
specifies the number of Shares ("Surrendered Shares") as to which the
Participant surrenders his or her Option and how he or she desires payment
be made for such Surrendered Shares.
9.3 PAYMENT. A Participant in exchange for his or her Surrendered
Shares shall receive a payment in cash or in Shares, or in a combination of
cash and Shares, equal in amount on the date such surrender is effected to
the excess of the Fair Market Value of the Surrendered Shares on such date
over the Exercise Price for the Surrendered Shares. An Administrator,
acting in its absolute discretion, can approve or disapprove a
Participant's request for payment in whole or in part in cash and can make
that payment in cash or in such combination of cash and Shares as an
Administrator deems appropriate. A request for payment only in Shares shall
be approved and made in Shares to the extent payment can be made in whole
shares of Shares and (at an Administrator's discretion) in cash in lieu of
any fractional Shares.
9.4 RESTRICTIONS. Any Stock Incentive Agreement which
incorporates a provision to allow a Participant to surrender his or her
Option in whole or in part also shall incorporate such additional
restrictions on the exercise or surrender of such Option as an
Administrator deems necessary to satisfy the conditions to the exemption
under Rule 16b-3 (or any successor exemption) to Section 16(b) of the
Exchange Act.
SECTION 10.
SECURITIES REGULATION
Each Stock Incentive Agreement may provide that, upon the receipt
of Shares as a result of the surrender or exercise of a Stock Option, the
Participant shall, if so requested by the Company, hold such Shares for
investment and not with a view to resell or distribute to the public and,
if so requested by the Company, shall deliver to the Company a written
statement satisfactory to the Company to that effect. Each Stock Incentive
Agreement may also provide that, if so requested by the Company, the
Participant shall make a written representation to the Company that he or
she will not sell or offer to sell any of such Shares unless a registration
statement shall be in effect with respect to such Shares under the
Securities Act of 1933, as amended ("1933 Act"), and any applicable state
securities law or, unless he or she shall have furnished to the Company an
opinion, in form and substance satisfactory to the Company, of legal
counsel acceptable to the Company, that such registration is not required.
Certificates representing the Shares transferred upon the exercise or
surrender of a Stock Option granted under this Plan may at the discretion
of the Company bear a legend to the effect that such Shares have not been
registered under the 1933 Act or any applicable state securities law and
that such Shares may not be sold or offered for sale in the absence of an
effective registration statement as to such Shares under the 1933 Act and
any applicable state securities law or an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company,
that such registration is not required.
SECTION 11.
LIFE OF PLAN
No Stock Option shall be granted under this Plan on or after the
earlier of:
(a) the tenth (10th) anniversary of the effective date of this
Plan (as determined under Section 4 of this Plan), in which event this Plan
otherwise thereafter shall continue in effect until all outstanding Options
have been surrendered or exercised in full or no longer are exercisable, or
(b) the date on which all of the Shares reserved under Section 3
of this Plan have (as a result of the surrender or exercise of Options
granted under this Plan) been issued or no longer are available for use
under this Plan, in which event this Plan also shall terminate on such
date.
SECTION 12.
ADJUSTMENT
The number of Shares reserved under Section 3 of this Plan, and
the number of Shares subject to Options granted under this Plan, and the
Exercise Price of any Options, shall be adjusted by an Administrator in an
equitable manner to reflect any change in the capitalization of the
Company, including, but not limited to, such changes as stock dividends or
stock splits. Furthermore, an Administrator shall have the right to adjust
(in a manner which satisfies the requirements of Code Section 424(a)) the
number of Shares reserved under Section 3, and the number of Shares subject
to Options granted under this Plan, and the Exercise Price of any Options
in the event of any corporate transaction described in Code Section 424(a)
which provides for the substitution or assumption of such Options. If any
adjustment under this Section creates a fractional Share or a right to
acquire a fractional Share, such fractional Share shall be disregarded, and
the number of Shares reserved under this Plan and the number subject to any
Options granted under this Plan shall be the next lower number of Shares,
rounding all fractions downward. An adjustment made under this Section by
an Administrator shall be conclusive and binding on all affected persons
and, further, shall not constitute an increase in the number of Shares
reserved under Section 3.
SECTION 13.
SALE OR MERGER
13.1 SALE OR MERGER. In the event that the Company agrees to sell
substantially all of its assets for another security, cash or other
property, or any combination of another security, cash or other property,
or agrees to any merger, consolidation, reorganization, division or other
transaction in which Shares are converted into another security, cash or
other property or into the right to receive another security, cash or other
property, then, at the sole and complete discretion of the Company, either
of the following will occur:
(1) the Company and the Successor in any Transaction may agree
that the Successor or its Parent or Subsidiary will assume all Options
outstanding hereunder, or substitute or exchange outstanding Options for an
equivalent interest or right in the Successor or its Parent or Subsidiary;
provided, however, that to the extent the Company and Successor provide for
an assumption or exchange of outstanding Options, then (i) the agreement
for assumption or exchange must provide that, for each Share subject to the
Option, the holder of the Option shall be entitled to receive the
consideration (whether stock, cash or other securities or property) payable
upon closing of the Transaction to a holder of one Share held on the
effective date of the Transaction (the "Transaction Closing Date"), (and if
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); and (ii)
the aggregate exercise price of the Option shall remain unchanged; or
(2) the Company may unilaterally cancel and terminate each
outstanding Option on the Transaction Closing Date in exchange for the cash
or whole Shares which each Participant otherwise would receive if he or she
had the right to surrender or exercise his or her outstanding Option (to
the extent vested on the Transaction Closing Date) and he or she exercised
that right on a date fixed by the Board which comes before the Transaction
Closing Date; to the extent unvested, all outstanding Options shall
immediately terminate on the Transaction Closing Date and be of no further
force and effect unless (i) the applicable Stock Incentive Agreement
provides for acceleration of vesting upon the occurrence of such an event,
or (ii) the Board agrees (in its sole discretion) to accelerate the vesting
of any unvested portion of the Option; provided, however, that the
Successor shall have the contingent obligation set forth in Section 13.2
below.
13.2 CONTINGENT OBLIGATIONS OF A SUCCESSOR. Upon the occurrence
of a Termination of Employment Without Cause of any optionee within twelve
(12) months following a Change of Control, the portion of any and all
Options (or any options exchanged therefor) held by such optionee that were
unvested immediately prior to the Change of Control shall be deemed to have
been accelerated, and immediately vested at the time of the Change of
Control, and (i) to the extent such Option remains outstanding at the time
of the Termination of Employment Without Cause, such Option shall be
exercisable by the optionee for a period of 90 days following the
Termination of Employment Without Cause; (ii) to the extent exchanged for a
Successor option, the Successor option shall be exercisable for a period of
90 days following the Termination of Employment Without Cause; and (iii) to
the extent the unvested portion of the Option was canceled unilaterally
pursuant to Section 13.1 (b), the Option shall be deemed to have been
redeemed by the Successor to the full extent of the unvested portion and
the Successor shall immediately owe the optionee an amount equal to the
termination price per share paid for the vested portion multiplied times
the number of Shares included in the unvested portion that were accelerated
hereby.
SECTION 14.
AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the
extent that the Board deems necessary or appropriate. The Board also may
suspend the granting of Options under this Plan at any time and may
terminate this Plan at any time; provided, however, the Company shall not
have the right to modify, amend or cancel any Options granted before such
suspension or termination unless: (i) the Participant consents in writing
to such modification, amendment or cancellation, or (ii) there is a
dissolution or liquidation of the Company or a transaction described in
Section 12 or Section 13. The obligations of a Successor under Section 13
hereof shall survive the termination of this Plan pursuant to this Section
14.
SECTION 15.
MISCELLANEOUS
15.1 SHAREHOLDER RIGHTS. No Participant shall have any rights as
a shareholder of the Company as a result of the grant of a Stock Option to
him or to her under this Plan or his or her exercise or surrender of such
Stock Option pending the actual delivery of Shares subject to such Stock
Option to such Participant.
15.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock
Option to a Participant under this Plan shall not constitute a contract of
employment and shall not confer on a Participant any rights upon his or her
termination of employment or relationship with the Company in addition to
those rights, if any, expressly set forth in the Stock Incentive Agreement
which evidences his or her Stock Option.
15.3 WITHHOLDING. The exercise or surrender of any Stock Option
granted under this Plan shall constitute a Participant's full and complete
consent to whatever action an Administrator directs to satisfy the federal
and state tax withholding requirements, if any, which an Administrator in
its discretion deems applicable to such exercise or surrender.
15.4 TRANSFER. The transfer of an Employee between or among the
Company, a Subsidiary or a Parent shall not be treated as a termination of
his or her employment under this Plan.
15.5 CONSTRUCTION. This Plan shall be construed under the laws of
the State of Florida.
SECOND AMENDMENT TO
THE IMRGLOBAL CORP.
1999 EMPLOYEE STOCK INCENTIVE PLAN
WHEREAS, CGI Group Inc. ("CGI") has entered into an Agreement and Plan
of Merger, dated as of February 21, 2001, with IMRglobal Corp. ("IMR") and
CGI Florida Corporation (a wholly-owned subsidiary of CGI) (the "Merger
Agreement") pursuant to which IMR will become a wholly-owned subsidiary of
CGI as of the Effective Time (as defined in the Merger Agreement);
WHEREAS, IMR has established the 1999 Employee Stock Incentive Plan
(the "Plan"), effective August 31, 1999, which provides for the grant of
stock options to employees of IMR and any subsidiary thereof (excluding
directors or officers of IMR) to purchase common stock of IMR;
WHEREAS, the Merger Agreement provides that all outstanding and
unexercised stock options granted under the Plan shall cease to represent a
right to acquire IMR common stock and shall be converted into options to
acquire the Class A Subordinate Shares, without par value, of CGI and that
CGI shall assume each IMR stock option subject to the terms of the Plan and
any agreements evidencing the grants made thereunder;
WHEREAS, pursuant to Section 12 of the Plan, the Board has the right
to adjust (in a manner which satisfies the requirements of Section 424(a)
of the Internal Revenue Code of 1986, as amended) the number of shares
reserved under Section 3 of the Plan, and the number of shares subject to
stock options granted under the Plan, and the exercise price of any options
in the event of any corporate transaction described in Section 424 which
provides for the substitution or assumption of such stock options; and
WHEREAS, pursuant to Section 14 of the Plan, the Plan may be amended
by the Board of Directors of IMR (the "Board") from time to time to the
extent that the Board deems necessary or appropriate.
NOW, THEREFORE, the Plan is hereby amended as follows, effective
immediately following the Effective Time:
1. The first sentence of Section 1 is amended to change the
reference to "the Company's shareholders" to "CGI's
shareholders."
2. Section 2.3 (the definition of "Board"), Section 2.4 (the
definition of "Change of Control"), Section 2.21 (the definition
of "Successor"), Section 2.24 (the definition of "Transaction"),
Section 12, Section 13.1, Section 14 and Section 15.1 of the Plan
are amended to change the references to "the Company" to "CGI."
3. Section 2.3 is amended to add after the word "CGI" the following:
"or any such persons designated by the Board."
4. A new Section 2.4 is added to provide the following:
"2.4 CGI means CGI Group Inc., a company organized under
the laws of the province of Quebec (Canada), and any
successor to such organization."
All subsequent subsections in Section 2 and all references
thereto are hereby renumbered accordingly.
5. Section 2.8 (formerly Section 2.7) is amended in its entirety to
provide the following:
"2.8 COMMON STOCK means the Class A Subordinate Shares of
CGI, without par value, and shall also mean any other
stock or securities (including any other share or
securities of an entity other than CGI) for or into
which the outstanding shares of such stock are
hereinafter exchanged or changed."
6. Section 2.13 (formerly Section 2.12) is amended in its entirety
to provide the following:
"2.13 FAIR MARKET VALUE means, as of any specified date,
the mean of the high and low sales prices of the
Shares reported on the New York Stock Exchange
Composite Tape on that date, or if no prices are
reported on that date, on the last preceding date on
which such prices of the Shares are so reported. In
the event Shares are not publicly traded at the time
a determination of its value is required to be made
hereunder, the determination of its fair market value
shall be made by the Committee in such manner as it
deems appropriate.
7. The first two sentences of Section 3 are amended in their
entirety to provide the following:
"The total number of Shares that may be issued pursuant to
Options under this Plan following the Effective Time (as
defined in the Agreement and Plan of Merger, dated as of
February 21, 2001, by and among the Company, CGI and CGI
Florida Corporation) shall not exceed 4,792,200, as adjusted
pursuant to Section 12 hereof. Such Shares shall be
reserved, to the extent that CGI and the Company deem
appropriate, from authorized but unissued Shares, and from
Shares which have been reacquired by CGI."
8. Section 4 is amended to replace the term "Board" with the words
"board of the Company."
9. The second sentence of Section 7.2(c) is amended to replace the
term "Company's" with "CGI's."
10. Section 10 is amended to change the references to "Company" to
"Company or CGI".
11. Section 11 is amended to delete the period at the end thereof and
to add the following:
", or
(c) the Effective Time as defined in the Agreement and Plan
of Merger, dated as of February 21, 2001, by and among CGI,
the Company and CGI Florida Corporation, in which event this
Plan otherwise thereafter shall continue in effect until all
outstanding Options have been surrendered or exercised in
full or no longer are exercisable."
IN WITNESS WHEREOF, this amendment to the IMRglobal Corp. 1999 Employee
Stock Incentive Plan is hereby executed.
WITNESS AS TO IMRglobal CORP. IMRglobal CORP.
By: /s/ Dilip Patel By: /s/ Vincent Addonisio
------------------------------- ---------------------------
Dilip Patel Vincent Addonisio
Date: July 25, 2001 Date: July 25, 2001
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WITNESS AS TO CGI GROUP INC. CGI GROUP INC.
By: /s/ Christiane Jodoin By: /s/ Serge Godin
------------------------------- ---------------------------
Christiane Jodoin Serge Godin
Date: July 26, 2001 Date: July 26, 2001
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