Exhibit 6(d)
ANALYSTS INTERNATIONAL CORPORATION
2000 NONQUALIFIED STOCK OPTION PLAN
SECTION 1.
DEFINITIONS
As used herein, the following terms shall have the meanings indicated below:
(a) "Affiliates" shall mean a Parent or Subsidiary of the Company.
(b) "Committee" shall mean a Committee of two or more directors who shall be
appointed by and serve at the pleasure of the Board. In the event the Company's
securities are registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended, each of the members of the Committee shall be a
"non-employee director" within the meaning of Rule 16b-3, or any successor
provision, as then in effect, of the General Rules and Regulations under the
Securities Exchange Act of 1934 as amended.
(c) The "Company" shall mean Analysts International Corporation, a
Minnesota corporation.
(d) "Fair Market Value" as of any date shall mean (i) if such stock is listed on
the Nasdaq National Market, Nasdaq SmallCap Market, or an established stock
exchange, the price of such stock at the close of the regular trading session of
such market or exchange on such date, as reported by The Wall Street Journal or
a comparable reporting service, or, if no sale of such stock shall have occurred
on such date, on the next preceding day on which there was a sale of stock; (ii)
if such stock is not so listed on the Nasdaq National Market, Nasdaq SmallCap
Market, or an established stock exchange, the average of the closing "bid" and
"asked" prices quoted by the OTC Bulletin Board, the National Quotation Bureau,
or any comparable reporting service on such date or, if there are no quoted
"bid" and "asked" prices on such date, on the next preceding date for which
there are such quotes; or (iii) if such stock is not publicly traded as of such
date, the per share value as determined by the Board, or the Committee, in its
sole discretion by applying principles of valuation with respect to the
Company's Common Stock.
(e) The "Internal Revenue Code" is the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Option Stock" shall mean Common Stock of the Company (subject to adjustment
as described in Section 11) reserved for options pursuant to this Plan.
(g) The "Optionee" means an employee or officer of, the Company or any Affiliate
to whom a nonqualified stock option has been granted pursuant to Section 9.
(h) "Parent" shall mean any corporation which owns, directly or indirectly in an
unbroken chain, fifty percent (50%) or more of the total voting power of the
Company's outstanding stock.
(i) The "Plan" means the Analysts International Corporation 2000 Nonqualified
Stock Option Plan, as amended hereafter from time to time, including the form of
Option Agreement as it may be modified by the Board from time to time.
(j) A "Subsidiary" shall mean any corporation of which fifty percent (50%) or
more of the total voting power of outstanding stock is owned, directly or
indirectly in an unbroken chain, by the Company.
SECTION 2.
PURPOSE
The purpose of the Plan is to promote the success of the Company and its
Affiliates by facilitating the employment and retention of competent personnel
and by furnishing incentive to officers and employees upon whose efforts the
success of the Company and its Affiliates will depend to a large degree. It is
the intention of the Company to carry out the Plan through the granting of
"nonqualified stock options" pursuant to Section 9 of this Plan.
SECTION 3.
EFFECTIVE DATE OF PLAN
The Plan shall be effective as of the date of adoption by the Board of
Directors.
SECTION 4.
ADMINISTRATION
The Plan shall be administered by the Board of Directors of the Company
(hereinafter referred to as the "Board") or by a Committee which may be
appointed by the Board from time to time to administer the Plan (hereinafter
collectively referred to as the "Administrator"). The Administrator shall have
all of the powers vested in it under the provisions of the Plan, including but
not limited to exclusive authority (where applicable and within the limitations
described herein) to determine, in its sole discretion, whether a nonqualified
stock option shall be granted, the individuals to whom, and the time or times at
which, options shall be granted, the number of shares subject to each option and
the option price and terms and conditions of each option. The Administrator
shall have full power and authority to administer and interpret the Plan, to
make and amend rules, regulations and guidelines for administering the Plan, to
prescribe the form and conditions of the respective stock option agreements
(which may vary from Optionee to Optionee) evidencing each option and to make
all other determinations necessary or advisable for the administration of the
Plan. The Administrator's interpretation of the Plan, and all actions taken and
determinations made by the Administrator pursuant to the power vested in it
hereunder, shall be conclusive and binding on all parties concerned.
No member of the Board or the Committee shall be liable for any action taken or
determination made in good faith in connection with the administration of the
Plan. In the event the Board appoints a Committee as provided hereunder, any
action of the Committee with respect to the administration of the Plan shall be
taken pursuant to a majority vote of the Committee members or pursuant to the
written resolution of all Committee members.
SECTION 5.
PARTICIPANTS
The Administrator shall from time to time, at its discretion and without
approval of the shareholders, designate those employees and officers of the
Company or of any Affiliate to whom nonqualified stock options shall be granted
under this Plan. The Administrator may grant additional nonqualified stock
options under this Plan to some or all participants then holding options or may
grant options solely or partially to new participants. In designating
participants, the Administrator shall also determine the number of shares to be
optioned to each such participant. The Administrator may from time to time
designate individuals as being ineligible to participate in the Plan.
SECTION 6.
STOCK
The Stock to be optioned under this Plan shall consist of authorized but
unissued shares of Option Stock. Two Hundred Twenty-Five Thousand (225,000)
shares of Option Stock shall be reserved and available for options under the
Plan; provided, however, that the total number of shares of Option Stock
reserved for options under this Plan shall be subject to adjustment as provided
in Section 11 of the Plan. In the event that any outstanding option under the
Plan for any reason expires or is terminated prior to the exercise thereof, the
shares of Option Stock allocable to the unexercised portion of such option shall
continue to be reserved for options under the Plan and may be optioned
hereunder.
SECTION 7.
DURATION OF PLAN
Nonqualified stock options may be granted pursuant to the Plan from time to time
after the effective date of the Plan and until the Plan is discontinued or
terminated by the Board. Any nonqualified stock option granted prior to the
termination of the Plan by the Board shall remain in full force and effect until
the expiration of the option as specified in the written stock option agreement
and shall remain subject to the terms and conditions of this Plan.
SECTION 8.
PAYMENT
Optionees may pay for shares upon exercise of options granted pursuant to this
Plan with cash, personal check, certified check or, if approved by the
Administrator in its sole discretion, previously-owned shares of the Company's
Common Stock valued at such stock's then Fair Market Value, or such other form
of payment as may be authorized by the Administrator; provided, however, that in
no event may the Administrator permit an Optionee to pay for shares with a
promissory note made payable to the Company or in installments. The
Administrator may, in its sole discretion, further limit the forms of payment
available to the Optionee and may exercise such discretion any time prior to the
termination of the Option granted to the Optionee or upon any exercise of the
Option by the Optionee. "Previously-owned shares" means shares of the Company's
Common Stock which the Optionee has owned for at least six (6) months prior to
the exercise of the stock option, or for such other period of time as may be
required by generally accepted accounting principles.
With respect to payment in the form of Common Stock of the Company, the
Administrator may require advance approval or adopt such rules as it deems
necessary to assure compliance with Rule 16b-3, or any successor provision, as
then in effect, of the General Rules and Regulations under the Securities
Exchange Act of 1934, if applicable.
SECTION 9.
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
Each nonqualified stock option granted pursuant to this Section 9 shall be
evidenced by a written Option Agreement. The Option Agreement shall be in such
form as may be approved from time to time by the Administrator and may vary from
Optionee to Optionee; provided, however, that each Optionee and each Option
Agreement shall comply with and be subject to the following terms and
conditions:
(a) Number of Shares and Option Price. The Option Agreement shall state
the total number of shares covered by the nonqualified stock option.
Unless otherwise determined by the Administrator, the option price per
share shall be one hundred percent (100%) of the Fair Market Value of the
Common Stock per share on the date the Administrator grants the option;
provided, however, that the option price may not be less than eighty-five
percent (85%) of the Fair Market Value of the Common Stock per share on
the date of grant.
(b) Term and Exercisability of Nonqualified Stock Option. The term during
which any nonqualified stock option granted under the Plan may be
exercised shall be established in each case by the Administrator. The
Option Agreement shall state when the nonqualified stock option becomes
exercisable and shall also state the maximum term during which the option
may be exercised. In the event a nonqualified stock option is exercisable
immediately, the manner of exercise of the option in the event it is not
exercised in full immediately shall be specified in the stock option
agreement. The Administrator may accelerate the exercise date of any
nonqualified stock option granted hereunder which is not immediately
exercisable as of the date of grant.
(c) Withholding. The Company or its Affiliate shall be entitled to
withhold and deduct from future wages of the Optionee all legally required
amounts necessary to satisfy any and all withholding and
employment-related taxes attributable to the Optionee's exercise of a
nonqualified stock option. In the event the Optionee is required under the
Option Agreement to pay the Company, or make arrangements satisfactory to
the Company respecting payment of, such withholding and employment-related
taxes, the Administrator may, in its discretion and pursuant to such
rules as it may adopt, permit the Optionee to satisfy such obligation, in
whole or in part, by electing to have the Company withhold shares of
Common Stock otherwise issuable to the Optionee as a result of the
option's exercise having a Fair Market Value equal to the minimum required
tax withholding, based on the minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are
applicable to the supplemental income resulting from the option. In no
event may the Company or any Affiliate withhold shares having a Fair
Market Value in excess of such statutory minimum required tax withholding.
The Optionee's election to have shares withheld for this purpose shall be
made on or before the date the option is exercised or, if later, the date
that the amount of tax to be withheld is determined under applicable tax
law. Such election shall be approved by the Administrator and otherwise
comply with such rules as the Administrator may adopt to assure compliance
with Rule 16b-3, or any successor provision, as then in effect, of the
General Rules and Regulations under the Securities Exchange Act of 1934,
if applicable.
(d) Other Provisions. The Option Agreement authorized under this Section 9
shall contain such other provisions as the Administrator shall deem
advisable.
SECTION 10.
TRANSFER OF OPTION
The Administrator may, in its sole discretion, permit the Optionee to transfer
any or all nonqualified stock options to any member of the Optionee's "immediate
family" as such term is defined in Rule 16a-1(e) promulgated under the
Securities Exchange Act of 1934, or any successor provision, or to one or more
trusts whose beneficiaries are members of such Optionee's "immediate family" or
partnerships in which such family members are the only partners; provided,
however, that the Optionee receives no consideration for the transfer and such
transferred nonqualified stock option shall continue to be subject to the same
terms and conditions as were applicable to such nonqualified stock option
immediately prior to its transfer.
SECTION 11.
RECAPITALIZATION, SALE, MERGER, EXCHANGE
OR LIQUIDATION
If, following adoption of this Plan, the Company effects an increase or decrease
in the number of shares of Common Stock in the form of a subdivision or
consolidation of shares, or the payment of a stock dividend, or effects any
other increase or decrease in the number of shares of Common Stock without
receipt of consideration by the Company, the number of shares of Option Stock
reserved under Section 6 hereof and the number of shares of Option Stock covered
by each outstanding option and the price per share thereof shall be
appropriately adjusted by the Board to reflect such change. Additional shares
which may be credited pursuant to such adjustment shall be subject to the same
restrictions as are applicable to the shares with respect to which the
adjustment relates.
Unless otherwise provided in the Option Agreement, in the event of an
acquisition of the Company through the sale of substantially all of the
Company's assets and the consequent discontinuance of its business or through a
merger, consolidation, exchange, reorganization, reclassification, extraordinary
dividend, divestiture or liquidation of the Company (collectively referred to as
a "transaction"), all outstanding stock options shall become immediately
exercisable, whether or not such options had become exercisable prior to the
transaction; provided, however, that if the acquiring party seeks to have the
transaction accounted for on a "pooling of interests" basis and, in the opinion
of the Company's independent certified public accountants, accelerating the
exercisability of such options would preclude a pooling of interests under
generally accepted accounting principles, the exercisability of such options
shall not accelerate. In addition to the foregoing, or in the event a pooling of
interests transaction precludes the acceleration of the exercisability of
outstanding options, the Board may provide for one or more of the following:
(a) the complete termination of this Plan and the cancellation of
outstanding options not exercised prior to a date specified by the Board
(which date shall give Optionees a reasonable period of time in which to
exercise the options prior to the effectiveness of such transaction);
(b) that Optionees holding outstanding stock options shall receive,
with respect to each share of Stock subject to such options, as of the
effective date of any such transaction, cash in an amount equal to the
excess of the Fair Market Value of such Stock on the date immediately
preceding the effective date of such transaction over the option price per
share of such options; provided that the Board may, in lieu of such cash
payment, distribute to such Optionees shares of stock of the Company or
shares of stock of any corporation succeeding the Company by reason of
such transaction, such shares having a value equal to the cash payment
herein;
(c) the continuance of the Plan with respect to the exercise of
options which were outstanding as of the date of adoption by the Board of
such plan for such transaction and provide to Optionees holding such
options the right to exercise their respective options as to an equivalent
number of shares of stock of the corporation succeeding the Company by
reason of such transaction.
The Board may restrict the rights of or the applicability of this Section 11 to
the extent necessary to comply with Section 16(b) of the Securities Exchange Act
of 1934, the Internal Revenue Code or any other applicable law or regulation.
The grant of an option pursuant to the Plan shall not limit in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge, exchange or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
SECTION 12.
INVESTMENT PURPOSE
No shares of Common Stock shall be issued pursuant to the Plan unless and until
there has been compliance, in the opinion of Company's counsel, with all
applicable legal requirements, including without limitation, those relating to
securities laws and stock exchange listing requirements. As a condition to the
issuance of Option Stock to Optionee, the Administrator may require Optionee to
(a) represent that the shares of Option Stock are being acquired for investment
and not resale and to make such other representations as the Administrator shall
deem necessary or appropriate to qualify the issuance of the shares as exempt
from the Securities Act of 1933 and any other applicable securities laws, and
(b) represent that Optionee shall not dispose of the shares of Option Stock in
violation of the Securities Act of 1933 or any other applicable securities laws.
As a further condition to the grant of any stock option or the issuance of Stock
to Optionee, Optionee agrees to the following:
(a) In the event the Company advises Optionee that it plans an
underwritten public offering of its Common Stock in compliance with the
Securities Act of 1933, as amended, and the underwriter(s) seek to impose
restrictions under which certain shareholders may not sell or contract to
sell or grant any option to buy or otherwise dispose of part or all of
their stock purchase rights of the underlying Common Stock, Optionee will
not, for a period not to exceed 180 days from the prospectus, sell or
contract to sell or grant an option to buy or otherwise dispose of any
stock option granted to Optionee pursuant to the Plan or any of the
underlying shares of Common Stock without the prior written consent of the
underwriter(s) or its representative(s).
(b) In the event the Company makes any public offering of its
securities and determines in its sole discretion that it is necessary to
reduce the number of issued but unexercised stock purchase rights so as to
comply with any states securities or Blue Sky law limitations with respect
thereto, the Board shall have the right (i) to accelerate the
exercisability of any stock option and the date on which such option must
be exercised, provided that the Company gives Optionee prior written
notice of such acceleration, and (ii) to cancel any options or portions
thereof which Optionee does not exercise prior to or contemporaneously
with such public offering.
(c) In the event of a transaction (as defined in Section 11 of the
Plan) which is treated as a "pooling of interests" under generally
accepted accounting principles, Optionee will comply with Rule 145 of the
Securities Act of 1933 and any other restrictions imposed under other
applicable legal or accounting principles if Optionee is an "affiliate"
(as defined in such applicable legal and accounting principles) at the
time of the transaction, and Optionee will execute any documents necessary
to ensure compliance with such rules.
The Company reserves the right to place a legend on any stock certificate issued
upon exercise of an option granted pursuant to the Plan to assure compliance
with this Section 12.
SECTION 13.
RIGHTS AS A SHAREHOLDER
An Optionee (or the Optionee's successor or successors) shall have no rights as
a shareholder with respect to any shares covered by an option until the date of
the issuance of a stock certificate evidencing such shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other property), distributions or other rights for which the record date is
prior to the date such stock certificate is actually issued (except as otherwise
provided in Section 11 of the Plan).
SECTION 14.
AMENDMENT OF THE PLAN
The Board may from time to time, insofar as permitted by law, suspend or
discontinue the Plan or revise or amend it in any respect; provided, however,
that no such revision or amendment, except as is authorized in Section 11, shall
impair the terms and conditions of any option which is outstanding on the date
of such revision or amendment to the material detriment of the Optionee without
the consent of the Optionee. Notwithstanding the foregoing, no such revision or
amendment shall (i) materially increase the number of shares subject to the Plan
except as provided in Section 11 hereof, (ii) change the designation of the
class of employees eligible to receive options, (iii) decrease the price at
which options may be granted, or (iv) materially increase the benefits accruing
to Optionees under the Plan without the approval of the shareholders of the
Company if such approval is required for compliance with the requirements of any
applicable law or regulation.
SECTION 15.
NO OBLIGATION TO EXERCISE OPTION
The granting of an option shall impose no obligation upon the Optionee to
exercise such option. Further, the granting of an option hereunder shall not
impose upon the Company or any Affiliate any obligation to retain the Optionee
in its employ for any period.