EXHIBIT 4
INFODATA SYSTEMS INC.
1995 STOCK OPTION PLAN,
AS AMENDED MAY 28, 1998
1. PURPOSE
Infodata Systems Inc. (the "Company"), by means of this 1995 Stock
Option Plan (the "Plan"), desires to afford certain of its directors, officers
and certain selected employees, consultants and the officers and certain
selected employees of any subsidiary thereof now existing or hereafter formed
or acquired, an opportunity to acquire a proprietary interest in the Company,
and thus to create in such persons an increased interest in and a greater
concern for the welfare of the Company and any subsidiary. The Plan is the
successor to the Company's Incentive Stock Option Plan and Non-Qualified Stock
Option Plan that were approved by the Company's shareholders in 1991 and 1992,
respectively (the "Prior Plans"). As used in the Plan, the term "subsidiary"
shall mean any entity in which the Company, directly or indirectly, owns a
controlling interest.
The stock options described in Sections 6 and 7 hereof (the "Options"),
and the shares of common stock, par value $.03 per share, of the Company (the
"Common Stock") acquired pursuant to the exercise of such Options are a matter
of separate inducement and are not in lieu of any salary or other compensation
for services.
The Options granted under Section 6 hereof are intended to be either
incentive stock options ("Incentive Options") within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), or options
that do not meet the requirements for Incentive Options ("Non-Qualified
Options"), but the Company makes no warranty as to the qualification of any
Option as an Incentive Option.
2. ADMINISTRATION
The Plan shall be administered by the Compensation Committee, or any
successor thereto, of the Board of Directors of the Company or by such other
committee as determined by the Board (the "Committee"). The Committee shall
consist of not less than two members of the Board of Directors of the Company,
each of whom shall qualify as a "disinterested person" to administer the Plan
within the meaning of Rule 16b-3, as amended, or other applicable rules under
Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Committee shall administer the Plan so as to conform at
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all times with the provisions of Rule 16b-3 promulgated under the Exchange
Act. A majority of the Committee shall constitute a quorum, and subject to the
provisions of Section 5 hereof, the acts of a majority of the members present
at any meeting at which a quorum is present, or acts approved unanimously in
writing by the Committee, shall be the acts of the Committee.
The Committee may delegate to one or more of its members, or to one or
more agents, such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee may employ
attorneys, consultants, accountants, or other persons and the Committee, the
Company and its officers and directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith shall
be final and binding upon all persons who have received grants under the Plan,
the Company and all other interested persons. No member or agent of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan and all members and
agents of the Committee shall be fully protected by the Company in respect of
any such action, determination or interpretation.
3. SHARES AVAILABLE
Subject to the adjustments provided in Section 9 hereof, the maximum
aggregate number of shares of Common Stock which may be purchased pursuant to
the exercise of Options granted under the Plan shall not exceed 2,011,000.
Such amount includes the 777,776 shares (giving effect to the one-for-three
reverse split of the Common Stock effected April 27, 1994, the one-for-six
stock dividend effected May 17, 1996 and the two-for-one stock split effected
August 26, 1996) previously authorized for possible issuance under the Prior
Plans. If, for any reason, any shares as to which Options have been granted
cease to be subject to purchase thereunder, including without limitation the
expiration of such Options, the termination of such Options prior to exercise
or the forfeiture of such Options, such shares thereafter shall be available
for grants to such individual or other individuals under the Plan. Options
granted under the Plan may be fulfilled in accordance with the terms of the
Plan with either authorized and unissued shares of Common Stock or issued
shares of such Common Stock held in the Company's treasury or both, at the
discretion of the Company.
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4. ELIGIBILITY AND BASES OF PARTICIPATION
Grants under the Plan (i) may be made, pursuant to Section 6 hereof,
to certain selected employees and officers (but not to any director who is not
also an employee) of the Company or any subsidiary thereof who are regularly
employed on a salaried basis and who are so employed on the date of such grant
(the "Officer and Certain Selected Employee Participants"); (ii) may be made,
pursuant to Section 6 hereof, to directors of the Company, other than
Committee Participants (as defined below), who are not employees and who are
retained by the Company in such capacity on the date of such grant (the
"Director Participants"); (iii) may be made, pursuant to Section 6 hereof, to
consultants or advisors, provided that the services rendered by such
consultants or advisors shall not be in connection with the offer or sale of
securities in a capital-raising transaction (the "Consultant Participants")
(the Officer and Certain Selected Employee Participants, Director Participants
and Consultant Participants are hereinafter collectively referred to as the
"Grant Participants"); and (iv) may be made, pursuant to Section 7 hereof, to
individuals who serve on the Committee or have been named to serve on the
Committee in the future (the "Committee Participants").
5. AUTHORITY OF COMMITTEE
Subject to and not inconsistent with the express provisions of the Plan
and the Code, the Committee shall have plenary authority, in its sole
discretion, to:
a. other than with respect to Committee Participants, determine the
persons to whom Options shall be granted, the time when such
Options shall be granted, the number of shares of Common Stock
underlying each Option, the purchase price or exercise price of
each Option, the restrictions to be applicable to Options and the
other terms and provisions thereof (which need not be identical);
b. provide an arrangement through registered broker-dealers whereby
temporary financing may be made available to an optionee by the
broker-dealer for the purpose of assisting the optionee in the
exercise of an Option;
c. establish procedures for an optionee to pay the exercise price of
an Option in whole or in part by delivering that number of shares
of Common Stock owned by such optionee; or for the collection of
any taxes required by any government to be withheld or otherwise
deducted and paid by the Company or any subsidiary in respect of
the issuance or disposition of Common Stock acquired pursuant to
the exercise of an Option granted hereunder, which procedures may
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include payment in whole or in part through the delivery of shares
of Common Stock owned by the optionee valued on the basis of the
Fair Market Value (as defined in Section 11 hereof) on the date
preceding such exercise;
d. prescribe, amend, modify and rescind rules and regulations
relating to the Plan;
e. make all determinations specified in or permitted by the Plan or
deemed necessary or desirable for its administration or for the
conduct of the Committee's business; and
f. establish any procedures determined to be appropriate in
discharging its responsibilities under the Plan.
6. STOCK OPTIONS FOR GRANT PARTICIPANTS
The Committee shall have the authority, in its sole discretion, to grant
Incentive Options or Non-Qualified Options or both Incentive Options and
Non-Qualified Options to Grant Participants (any such Options are hereinafter
collectively referred to as the "Participant Options") during the period
beginning on the date on which the Plan is approved by the holders of a
majority of the Company's outstanding shares of Common Stock and Preferred
Stock, voting as a class (the "Effective Date") and ending on the tenth
anniversary of the Effective Date (the "Termination Date"). Notwithstanding
anything contained herein to the contrary, Incentive Options may be granted
only to Officer and Certain Selected Employee Participants. As a condition to
the granting of any Option, the Committee shall require that the person
receiving such Option agree not to sell or otherwise dispose of any Common
Stock acquired pursuant to such Option for a period of six months following
the date of the grant of such Option. The terms and conditions of the
Participant Options shall be determined from time to time by the Committee;
PROVIDED, HOWEVER, that the Participant Options granted under the Plan shall
be subject to the following:
a. EXERCISE PRICE. The exercise price for each share of Common Stock
purchasable under any Participant Option granted hereunder shall
be such amount as the Committee, in its best judgment, shall
determine to be not less than 100% of the Fair Market Value (as
defined in Section 11 hereof) per share on the date the
Participant Option is granted; PROVIDED, HOWEVER, that in the case
of an Incentive Option granted to a person who, at the time such
Incentive Option is granted, owns shares of capital stock of the
Company, or of any subsidiary of the Company, having more than 10%
of the total combined voting power of all classes of shares of
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capital stock of the Company or of such subsidiary, the exercise
price for each share shall be not less than 110% of the Fair
Market Value (as defined in Section 11 hereof) per share on the
date the Incentive Option is granted. In determining the stock
ownership of a person for purposes of this Section 6, the rules of
Section 424(d) of the Code shall be applied and the Committee may
rely on representations of fact made to it by such person and
believed by it to be true. The exercise price of the Participant
Options will be subject to adjustment in accordance with the
provisions of Section 9 hereof.
b. PAYMENT. The exercise price per share of Common Stock with respect
to each Participant Option shall be payable at the time the
Participant Option is exercised. Such price shall be payable in
cash, which may be paid by wire transfer in immediately available
funds, by check, by a commitment by a broker-dealer to pay to the
Company that portion of any sale proceeds receivable by the
optionee upon exercise of a Participant Option or by any other
instrument acceptable to the Company or, in the discretion of the
Committee, by delivery to the Company of shares of Common Stock.
Shares delivered to the Company in payment of the exercise price
shall be valued at the Fair Market Value (as defined in Section 11
hereof) of the Common Stock on the business day immediately
preceding the date of the exercise of the Participant Option.
c. EXERCISABILITY OF PARTICIPANT OPTIONS. Subject to this Section 6
and Section 8 hereof, each Participant Option shall vest and
become exercisable on the dates and in the amounts set forth in
the particular stock option agreement between the Company and the
optionee; PROVIDED, however, that a Participant Option shall
expire not later than ten years from the date such Option is
granted. The right to purchase shares shall be cumulative so that
when the right to purchase any shares has accrued, such shares or
any part thereof may be purchased at any time thereafter until the
expiration or termination of the Participant Option.
d. DEATH. In the event of the death of an optionee, all Participant
Options held by such optionee on the date of such death shall vest
in full and become immediately exercisable. Upon such death, the
legal representative of such optionee, or such person who acquired
such Participant Options by bequest or inheritance or by reason of
the death of the optionee, shall have the right for one year after
the date of death (but not after the expiration or termination of
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the Participant Options), to exercise such optionee's Participant
Options with respect to all or any part of the shares of Common
Stock subject thereto.
e. DISABILITY. If the employment of an optionee is terminated because
of Disability (as defined in Section 11 hereof), all Participant
Options held by such optionee on the date of such termination
shall vest in full and become immediately exercisable. Such
optionee shall have the right for one year after the date of such
termination (but not after the expiration or termination of the
Participant Options), to exercise such optionee's Participant
Options with respect to all or any part of the shares of Common
Stock subject thereto.
f. RETIREMENT. In the event the employment of an Officer and Certain
Selected Employee Participant is terminated by reason of the
Retirement (as defined in Section 11 hereof) of the optionee, all
Participant Options held by such optionee on the date of such
termination shall vest in full and become immediately exercisable.
Such optionee shall have the right for three months after the date
of such termination (but not after the expiration or termination
of the Participant Options), to exercise such optionee's
Participant Options with respect to all or any part of the shares
of Common Stock subject thereto. The Committee, in its discretion,
shall determine whether an optionee's employment was terminated by
reason of Retirement and whether such optionee is entitled to the
treatment afforded by this subsection f.
g. OTHER TERMINATION. If the employment of an Officer and Certain
Selected Employee Participant is terminated for any reason other
than those specified in subsections d, e, and f of this Section 6,
such optionee shall have the right for 30 days after the date of
such termination (but not after the expiration or termination of
the Participant Options), to exercise such optionee's Participant
Options with respect to all or any part of the shares of Common
Stock which such optionee was entitled to purchase immediately
prior to the time of such termination.
h. CESSATION OF DIRECTORSHIP. In the event a Director Participant
shall cease to be a director of the Company, such optionee shall
have the right for 90 days after the date of such cessation (but
not after the expiration or termination of the Participant
Options), to exercise such optionee's Participant Options with
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respect to all or any part of the shares of Common Stock subject
thereto.
i. MAXIMUM EXERCISE. To the extent the aggregate Fair Market Value
(as defined in Section 11 hereof) of Common Stock (determined at
the time of the grant) with respect to which Incentive Options are
exercisable for the first time by an optionee during any calendar
year under all plans of the Company or any subsidiary, exceeds
$100,000, or such other amount as may be prescribed under Section
422 of the Code or applicable regulations or rulings from time to
time, the excess thereof shall be treated as Non-Qualified Options
and not as Incentive Options.
7. STOCK OPTION GRANTS TO COMMITTEE PARTICIPANTS
During the term of the Plan, on the date that a director of the Company
commences service on the Committee (which in the case of the initial members
of the Committee shall be deemed to be the Effective Date), and on the date of
any subsequent annual meeting of the holders of the Common Stock at which a
director is elected and appointed or reappointed to serve on the Committee,
such Committee Participant automatically shall be granted a Non-Qualified
Option to purchase 4,666 shares of Common Stock (giving effect to the
one-for-six stock dividend effected May 17, 1996 and the two-for-one stock
split effected August 26, 1996), which Non-Qualified Option, except as
otherwise provided in this Section 7 or Section 8 hereof, shall become fully
exercisable immediately upon grant as to all of the shares covered thereby. (A
Non-Qualified Option granted to a Committee Participant pursuant to this
Section 7 is referred to as a "Committee Option".) As a condition to the
granting of any Committee Option, the person receiving such Committee Option
shall agree not to sell or otherwise dispose of any Common Stock acquired
pursuant to such Option for a period of six months following the date of the
grant of such Option. The terms and conditions of the Committee Options shall
be as follows:
a. OPTION PRICE. The exercise price of each share of Common Stock
purchasable under any Committee Options shall be such amount as
the Committee, in its best judgment, shall determine to be 100% of
the Fair Market Value (as defined in Section 11 hereof) per share
at the date the Committee Option is granted.
b. PAYMENT. The exercise price per share of Common Stock with respect
to each Committee Option and any withholding tax due in connection
with such exercise may be paid by any of the methods described
under Section 6b hereof.
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c. EXERCISABILITY. Except as provided in subsection d of this Section
7, no Committee Option shall be exercisable after the earlier of
(i) the expiration of five years from the date such Committee
Option is granted and (ii) 90 days after such Committee
Participant ceases for any reason to be a director of the Company.
d. DEATH. In the event of the death of any Committee Participant, the
estate of the Committee Participant shall have the right for one
year after the date of death (but not after the expiration or
termination of such Committee Options), to exercise such Committee
Participant's Committee Options with respect to all or any part of
the shares of Common Stock subject thereto.
e. AMENDMENT. The provisions of this Section 7 shall not be amended
more than one time in any six-month period, other than to comport
with any amendments to the Code, the Employee Retirement Income
Security Act of 1974, as amended, or the rules and regulations
thereunder.
8. CHANGE OF CONTROL
Notwithstanding any provision herein to the contrary, upon the
occurrence of an event constituting a Change of Control (as defined in Section
11 hereof), all Options granted under the Plan immediately shall become fully
exercisable.
9. ADJUSTMENT OF SHARES
In the event the outstanding shares of Common Stock shall be increased
or decreased or changed into or exchanged for a different number of kind of
shares of stock or other securities of the Company or another corporation by
reason of any consolidation, merger, combination, liquidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares or other like change in capital
structure of the Company, the number or kind of shares or interests subject to
an Option and the per share price or value thereof shall be appropriately
adjusted by the Committee at the time of such event. Any fractional shares or
interests resulting from such adjustment shall be eliminated. Notwithstanding
the foregoing, (i) each such adjustment with respect to an Incentive Option
shall comply with the rules of Section 424(a) of the Code and (ii) in no event
shall any adjustment be made that would result in an Incentive Option failing
to be treated as an "incentive stock option" for purposes of Section 422 of
the Code. In addition, in such event the Board of Directors of the Company
shall appropriately adjust the number of shares of Common Stock for which
Options may be granted under the Plan.
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10. MISCELLANEOUS PROVISIONS
a. ASSIGNMENT OR TRANSFER. No grant of any "derivative security" (as
defined by Rule 16a-1(c) under the Exchange Act) made under the
Plan or any rights or interests therein shall be assignable or
transferable by an optionee except by will or the laws of descent
and distribution or, except as to Incentive Options, pursuant to a
qualified domestic relations order as defined in the Code. During
the lifetime of an optionee, Options granted hereunder shall be
exercisable only by the optionee or the optionee's guardian or
legal representative.
b. INVESTMENT REPRESENTATION. If a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock issuable upon exercise of an Option is
not in effect at the time such Option is exercised, the Company
may require, for the sole purpose of complying with the Securities
Act, that prior to delivering such Common Stock to the exercising
optionee such optionee must deliver to the Secretary of the
Company a written statement (i) representing that such Common
Stock is being acquired for investment only and not with a view to
the resale or distribution thereof, (ii) acknowledging that such
Common Stock may not be sold unless registered for sale under the
Securities Act or pursuant to an exemption from such registration
and (iii) agreeing that the certificates evidencing such Common
Stock shall bear a legend to the foregoing effect.
c. COSTS AND EXPENSES. The costs and expenses of administering the
Plan shall be borne by the Company and shall not be charged
against any Option nor to any person receiving an Option.
d. FUNDING OF PLAN. The Plan shall be unfunded. The Company shall not
be required to make any segregation of assets to assure the
satisfaction of any Option under the Plan.
e. OTHER INCENTIVE PLANS. The adoption of the Plan does not preclude
the adoption by appropriate means of any other incentive plan for
officers, directors or employees.
f. EFFECT ON EMPLOYMENT. Nothing contained in the Plan or any
agreement related hereto or referred to herein shall affect, or be
construed as affecting, the terms of employment of any Grant
Participants except to the extent specifically provided herein or
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therein. Nothing contained in the Plan or any agreement related
hereto or referred to herein shall impose, or be construed as
imposing, an obligation on (i) the Company or any subsidiary to
continue the employment of any Grant Participant or (ii) any Grant
Participant to remain in the employ of the Company or any
subsidiary.
g. TERMINATION OR SUSPENSION OF THE PLAN. The Board of Directors may
at any time suspend or terminate the Plan. The Plan, unless sooner
terminated under Section 12 of the Plan or by action of the Board
of Directors, shall terminate at the close of business on the
Termination Date. Options may not be granted while the Plan is
suspended or after it is terminated. Rights and obligations under
any Option granted while the Plan is in effect shall not be
altered or impaired by suspension or termination of the Plan,
except with the consent of the person to whom the Option was
granted. The power of the Committee to construe and administer any
Option granted prior to the termination or suspension of the Plan
nevertheless shall continue after such termination or during such
suspension.
h. SAVINGS PROVISION. With respect to persons subject to Section 16
of the Exchange Act, the transactions under the Plan are intended
to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of
the Plan or action by the Committee fails so to comply, it shall
be deemed null and void to the extent permitted by law.
i. PARTIAL INVALIDITY. The invalidity or illegality of any provision
herein shall not be deemed to affect the validity of any other
provision.
11. DEFINITIONS
a. "Fair Market Value", as it relates to the Common Stock, shall mean
the average of the high and low sale prices of such Common Stock
on the date such determination is required herein, or if there
were no sales on such date, the average closing bid and asked
prices, as reported on the national securities exchange on which
the Company's Common Stock is listed or, in the absence of such
listing, on the Nasdaq National Market or Small Cap Market or, if
such Common Stock is not at the time listed on a national
securities exchange or traded on the Nasdaq National Market or
Small Cap Market, the value of such Common Stock on such date as
determined in good faith by the Committee.
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b. "Disability" shall have the meaning set forth in Section 22(e)(3)
of the Code.
c. "Change of Control" shall be deemed to have occurred if,
subsequent to the Effective Date of this Plan, any "person" (as
such term is defined in Section 13(d) of the Exchange Act) becomes
the beneficial owner, directly or indirectly, of either (x) a
majority of the Common Stock or (y) securities of the Company
representing a majority of the combined voting power of the
Company's then outstanding voting securities.
d. "Retirement" shall mean the date upon which a Grant Participant,
having attained an age as may be determined by the Committee in
its sole discretion, terminates his employment with the Company or
any subsidiary, provided that such Grant Participant has been
employed by the Company or any subsidiary.
12. AMENDMENT OF PLAN
The Board of Directors of the Company shall have the right to amend,
modify, suspend or terminate the Plan at any time, provided that no amendment
shall be made without shareholder approval which shall (i) increase the total
number of shares of the Common Stock of the Company which may be issued and
sold pursuant to Options granted under the Plan (except for increases due to
adjustments in accordance with Section 9 hereof), (ii) materially increase the
benefits accruing to participants under the Plan, (iii) decrease the minimum
exercise price in the case of an Incentive Option or (iv) materially modify
the provisions of the Plan relating to eligibility with respect to Options. In
no event may the Plan be amended in any way that would retroactively impair
the Committee's discretion. The Board of Directors shall be authorized to
amend the Plan and the Options granted thereunder (A) to qualify such Options
as "incentive stock options" within the meaning of Section 422 of the Code or
(B) to comply with Rule 16b-3 (or any successor rule) under the Exchange Act.
No amendment, modification, suspension or termination of the Plan, without the
consent of the holder thereof, shall adversely alter or impair any Options
previously granted under the Plan.
13. EFFECTIVE DATE
The Plan shall become effective on the Effective Date. Subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Section 12 hereof, the Plan shall remain in effect until the earlier of (i)
the date that Options covering all shares of Common Stock issuable under the
Plan have been granted or (ii) the Termination Date.
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