Exhibit 10.12
CORPORATE EXPRESS, INC.
SUPPLEMENTAL STOCK OPTION PLAN
ARTICLE I
Purpose
The purpose of this Supplemental Stock Option Plan (this "Supplemental
Plan") is to enable Corporate Express, Inc. (the "Company") to offer officers,
key employees, directors and consultants of the Company and its subsidiaries
equity interests in the Company and other incentive awards on substantially
identical terms and conditions as those set forth in the Company's 1994 Stock
Option and Incentive Plan (the "1994 Plan"), a copy of which is attached hereto
as Exhibit A. Capitalized terms used herein but not defined shall have the
meanings set forth in the 1994 Plan.
ARTICLE II
Terms and Conditions
Except as otherwise provided herein, all of the terms and conditions of the
1994 Plan are hereby incorporated into and made a part of this Supplemental
Plan, with the same force and effect as if such terms had been expressly set
forth in this Supplemental Plan. This Supplemental Plan shall be identical to
the 1994 Plan, except for the following features:
a. Composition of Committee. The Committee shall consist entirely of
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individuals who satisfy the definition of "non-employee director" under Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, and the definition of "outside director"
under Section 162(m) of the Internal Revenue Code of 1986, as amended, and
regulations promulgated thereunder.
b. Delegation of Authority. The Committee may delegate its
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responsibilities relating to the selection of Participants or decisions
concerning the timing, pricing and amount of an Award under this Supplemental
Plan to an Administrative Committee of the Company's Board of Directors
appointed by the Company's Board of Directors, provided that the Administrative
Committee shall not have the authority to grant Awards under this Supplemental
Plan to any person who is subject to the reporting requirements under Section 16
of the Securities Exchange Act of 1934, as amended. Awards to such persons may
be made only by the Committee or, in the sole discretion of the Board of
Directors, by the Board of Directors. The Committee or the Board of Directors
(or the Administrative Committee, to the extent of its delegation) may also
authorize the grant of stock options on a date that is within 90 days after the
date of such authorization, provided that the method for determining the date of
grant shall be
specified at the time of the authorization. The date of grant of any such stock
option shall be the date on which the option is actually granted and not the
date of the authorization.
c. Shares Available for Issuance. The maximum aggregate number of
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shares of Common Stock which may be issued under this Supplemental Plan shall
not exceed a share limit (the "Share Limit") of 4,000,000 shares of Common Stock
(subject to any increase or decrease as contemplated by Section 4.2 of the 1994
Plan). Forfeited or terminated awards under this Supplemental Plan will be
available for future grant to the same extent as set forth in the 1994 Plan.
d. Incentive Stock Options. Stock options granted under this
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Supplemental Plan may be treated as incentive stock options (within the meaning
of Section 422 of the Code) only if this Supplemental Plan is approved by the
Company's shareholders within twelve (12) months following the adoption of this
Supplemental Plan.
e. Amendments to this Supplemental Plan. This Supplemental Plan may
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be amended, including but not limited to amendments which materially increase
the Share Limit, materially modify the requirements as to eligibility to
participate in this Supplemental Plan, or materially increase the benefits
accruing to Participants, by the Company's Board of Directors, and shall not
require the approval of the Company's shareholders unless otherwise required by
law.
f. Effective Date and Term. This Supplemental Plan shall be
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effective as of the date this Supplemental Plan is approved by the Company's
Board of Directors and no awards may be granted under this Supplemental Plan
after the tenth anniversary of such approval.
ARTICLE III
Effect on 1994 Plan
Nothing herein shall be construed to in any way alter, amend or modify the
1994 Plan and the 1994 Plan shall continue in full force and effect until
amended or terminated in accordance with its terms.
Adopted by the Company's Board of
Directors on December 5, 1996.
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