FACTUAL DATA CORP.
1999 EMPLOYEE FORMULA AWARD STOCK OPTION PLAN
DEFINITIONS
"Affiliate" means any corporation or other entity, whether domestic or
foreign, in which the Company has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock ownership or otherwise;
provided, however, that the Board may exclude any Affiliate from the Plan.
"Anniversary Date" is defined in Section 5 of the Plan.
"Board" means the Board of Directors of the Company.
"Committee" means the Compensation Committee of the Company which is
comprised of two or more directors designated by the Board; provided, however,
that no director shall serve as a member of the Committee unless he or she is a
"Non-Employee Director" within the meaning of such Rule 16b-3 under the
Securities Exchange Act of 1934, as amended ("Exchange Act").
"Common Stock" means the common stock of the Company.
"Company" means Factual Data Corp., a Colorado corporation.
"Compensation" means all gross earnings and commissions, including payments
for overtime, shift premium, incentive compensation, incentive payments, and
other compensation, but excluding all bonuses.
"Eligible Employee" is defined in Section 4.
"Exercise Notice" means the form of notice attached hereto as Exhibit B by
which a Participant elects to exercise an Option granted pursuant to this Plan.
"Exercise Price" means the Market Value of the Company's Common Stock as
of the date of grant of an Option pursuant to the Plan, subject to adjustment at
a later date pursuant to the Plan.
"Longevity Period" means the number of years in which an Eligible Employee
has been employed with the Company or its Affiliates as of any particular
Anniversary Date. Employment for over one-half of a year shall be considered to
be a full year of employment for purposes of determining the Longevity Period.
"Market Value" shall mean, as of any date, the value of Common Stock
determined as follows:
(1) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation The Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Market
Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market
trading day on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board or the Committee deems reliable;
(2) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Market Value shall be the mean
of the closing bid and asked prices for the Common Stock on the date of such
determination, as reported in The Wall Street Journal or such other source as
the Board or the Committee deems reliable; or
(3) In the absence of an established market for the Common Stock, the
Market Value thereof shall be determined in good faith by the Board or the
Committee.
"Option" means a non-qualified stock option issued pursuant to the terms
of the Plan.
"Participant" shall mean an Eligible Employee who has been granted an
Option pursuant to the Plan.
"Plan" means this Factual Data Corp. 1999 Employee Formula Award Stock
Option Plan.
"Stock Option Agreement" means the agreement attached hereto as Exhibit A
which evidences an Option issued under the Plan.
SECTION 1.Purpose of the Plan. The purpose of the Plan is to encourage
ownership of in the Common Stock of the Company by eligible employees of the
Company and its Affiliates and to provide increased incentive for such employees
to render services and to exert maximum effort for the business success of the
Company. In addition, the Company expects that the Plan will further strengthen
the identification of employees with the stockholders. Options to be granted
under this Plan are not intended to qualify as incentive stock options under the
Code. References to the "Company" in the Plan shall also include its Affiliates
when appropriate.
SECTION 2.Administration of the Plan.
(A) Board or Committee Administration. The Plan shall be administered by
the Board or the Committee if the Board delegates administration of the Plan to
the Committee.
(B) Committee Action. If the Plan is administered by the Committee, it
shall hold its meetings at such times and places as it may determine. A majority
of its members shall constitute a quorum, and all determinations of the
Committee shall be made by not less than a majority of its members that are
present. Any decision or determination reduced to writing and signed by a
majority of the members shall be fully effective as if it had been made by a
majority vote of its members at a meeting duly called and held. The Board or
Committee may designate the Secretary of the Company or other Company employees
to assist the Board or the Committee in the administration of the Plan, and may
grant authority to such persons to execute award agreements or other documents
on behalf of the Board or the Committee and the Company.
(C) Full Discretion. The Board or the Committee, as the case may be, shall
have full and exclusive discretionary authority to construe, interpret and apply
the terms of the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan. Every finding, decision and determination made by
the Board or the Committee shall be final and binding upon all parties.
SECTION 3.Stock Reserved for the Plan. Subject to adjustment as provided
in Section 6(J) hereof, the aggregate number of shares of Common Stock that may
be optioned under the Plan is 100,000. The Shares subject to the Plan shall
consist of authorized but unissued shares of Common Stock and such number of
shares shall be and is hereby reserved for sale for such purpose. Any of such
shares which may remain unsold and which are not subject to outstanding Options
at the termination of the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan or the termination of the last of the
Options granted under the Plan, whichever last occurs, the Company shall at all
times reserve a sufficient number of shares to meet the requirements of the
Plan. Should any Option expire or be canceled prior to its exercise in full, the
shares theretofore subject to such Option may again be made subject to an Option
under the Plan.
SECTION 4.Eligibility. The persons eligible to participate in the Plan as
a recipient of Options ("Eligible Employee") shall include only employees of the
Company or its designated Affiliates at the time the Option is granted who meet
the following conditions:
o The employee has been employed with the Company or one of its designated
Affiliates for a least one year; and
o The employee works for the Company or one of its designated Affiliates
full-time. For purposes of this Plan, the term "full-time" shall mean that the
employee worked for the Company or one of its designated Affiliates an average
of at least 35 hours per week for the preceding year (excluding any Company
allowed holidays, vacation days or sick days).
Full-time employees of companies acquired by the Company or one of its
Affiliates will become eligible to participate in the Plan at the beginning of
the month which is at least 60 days after the closing date of the acquisition;
provided, however, that such employee has completed one year of employment (such
one year period shall include time employed by both the acquired company and the
Company).
SECTION 5.Grant of Options. Upon each Eligible Employee executing the
Stock Option Agreement attached hereto as Exhibit A, but subject to all
limitations and conditions in this Plan, including the number shares of Common
Stock authorized to be issued under this Plan, each Eligible Employee may, at
the discretion of the Board or Committee, annually be granted an Option to
purchase Common Stock beginning on the first day of the month following both
adoption of this Plan by the Shareholders of the Company and the registration of
the Plan under the Securities Act of 1933 (the "Anniversary Date").
SECTION 6.Terms and Conditions.
(A) Number of Shares. Unless revised by the Board, the number of shares of
Common Stock underlying the Options granted on each Anniversary Date to Eligible
Employees shall be the sum of:
(a) The quotient of (i) the Eligible Employee's Compensation for the
12 months preceding the Anniversary Date multiplied by 10%, divided by (ii) the
Market Value; plus
(b) The product of (i) 10% of the quotient obtained in (a) above,
multiplied by (ii) the Longevity Period.
By way of example, assume the following facts:
o John Doe (an Eligible Employee) has Compensation of $27,000 for the 12
months preceding an Anniversary Date;
o the Market Value of the stock is $9.00 per share;
o John Doe has been employed with the Company for two years and seven
months; therefore, his Longevity Period is three years; and
o ample shares unencumbered by existing Options authorized for issuance
under the Plan remain, and there are no other terms or conditions of the Plan
which would disallow the grant of an Option.
Based on the above, John Doe would be granted an Option to purchase 390
shares calculated as follows:
($27,000 x 0.10)/$9.00 = 300
(300 x 0.10) x 3 = 90
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Total shares 390
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Fractional shares will not be issued and will be rounded down to the
nearest whole number.
If the number of shares of Common Stock unencumbered by existing Options
is not sufficient to cover Options to be granted to all Eligible Employees at
any particular Anniversary Date, then the Options for that Anniversary Date
shall be proportionately reduced for each Eligible Employee. Notwithstanding
anything to the contrary, the Board shall have the right to either terminate the
Plan or indefinitely suspend or cancel all future grants of Options (including
for the current Anniversary Date). If the Plan is suspended, the Board may
reinstate the Plan and grant any suspended Options, in its sole discretion. The
Board shall have the right, at any time and in its sole discretion, to revise
the formula set forth in this Section 6(A).
(B) Option Period. The Board or Committee shall promptly notify the
Eligible Employee of an Option grant and the Stock Option Agreement shall
promptly be executed and delivered by and on behalf of the Company and the
Eligible Employee. The date of grant shall be the date the Option is actually
granted by the Board or Committee, even though the Stock Option Agreement may be
executed and delivered by the Company and the Eligible Employee after that date.
Each Stock Option Agreement shall provide that the Option expires 10 years from
the date of grant unless terminated sooner pursuant to the Plan.
(C) Exercise Price and Period. Shares of Common Stock underlying each
Option may be purchased at the Exercise Price. Options shall vest and become
exercisable to the extent of 20% of the total number of shares underlying the
Option upon the first anniversary of the date the Option was granted. Each
Option shall vest an additional 20% of the total number of shares underlying the
Option upon each successive anniversary until the Option becomes fully vested on
the fifth anniversary from the date of grant. To the extent a Participant does
not purchase in full the number of shares which he or she is entitled to
purchase, he or she may purchase then vested and unexercised shares until the
term of such Option expires; provided, however, that a Participant may only
request exercise of Options issued pursuant to this Plan twice in any 12 month
period, except that a Participant or his or her legal representative may
exercise Options upon termination of employment or upon disability, death or
retirement notwithstanding the foregoing limitation.
(D) Procedure for Exercise. Options shall be exercised by the delivery of
an Exercise Notice to the Secretary of the Company setting forth the number of
shares with respect to which the Option is being exercised. The Exercise Notice
shall be accompanied with payment which may be made in the following manner:
(a) in cash or certified check, cashier's check or money order
payable to the order of the Company;
(b) by delivery to the Company of irrevocable instructions to a
broker to deliver to the Company within three days the amount of the proceeds of
the sale of all or a portion of the shares or of a loan from the broker to the
Participant necessary to pay the exercise price and/or tax withholding
liability; or
(c) by surrendering shares of Common Stock of the Company all ready
owned by Participant which are equal to the corresponding Exercise Price and/or
tax withholding liability ("Stock Swap"), but only if the Board or Committee, in
its sole discretion, authorizes the exercise of this Option by Stock Swap upon
receipt of the Participant's Exercise Notice indicating his or her request for
Stock Swap. If the Board or Committee authorizes such Stock Swap, it may provide
for such terms and conditions upon such Stock Swap as it deems appropriate,
including whether such Stock Swap may be made by attestation, which attestation
shall be in the form determined by the Board or the committee, or by actual
delivery of such shares.
Subject to Section 11, as promptly as practicable after receipt of an
Exercise Notice and payment, the number of shares with respect to which such
Option has been so exercised shall be issued and held on deposit with a
qualified securities broker-dealer or financial institution (both hereafter
referred to as a "Financial Institution") for the Participant. Shares as held by
such Financial Institution shall be registered in the Participant's name or such
other name as the Participant directs. Delivery shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to the Financial Institution,
or when such stock transfer agent electronically processes such transfer.
(E) Termination of Employment. If a Participant ceases to be employed by
the Company for any reason other than death, disability or retirement, any
Option issued under this Plan which is exercisable on the date of such
termination of employment shall expire 90 days after the date of such
termination of employment; provided, however, that in no event may an Option be
exercised after its expiration under the terms of the Stock Option Agreement and
the Plan.
(F) Disability, Death or Retirement of Participant. In the event of the
disability, death or retirement of a Participant under the Plan while he or she
is employed by the Company, the Options issued under the Plan to him or her may
be exercised (to the extent the Option was exercisable at the date of
disability, death or retirement) at any time and from time to time, within a
twelve-month period after such determination of disability or the death or
retirement of a Participant, by the Participant or his or her legal
representative or representative of his or her estate, but in no event may an
Option be exercised after its expiration. A Participant shall be deemed to be
disabled if, in the opinion of a physician selected by the Board or Committee,
he or she is incapable of performing services for the Company of the kind he or
she was performing at the time the disability occurred by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or to be of long, continued and indefinite duration. The date of
determination of disability for purposes hereof shall be the date of such
determination by such physician. A Participant shall be deemed to have retired
when he or she terminates employment with the Company on or after his or her
sixtieth (60th) birthday.
(G) No Assignment. Options shall not be assignable or otherwise
transferable except by will or by the laws of descent and distribution. During
the lifetime of a Participant, an Option shall be exercisable only by the
Participant.
(H) No rights as Stockholder. No Participant shall have any rights as a
stockholder with respect to shares covered by an Option until the date of
issuance of stock certificates to him or her with respect to the exercise of an
Option as provided in clause (D) above.
(I) Extraordinary Corporate Transactions. The existence of outstanding
Options or this Plan shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, exchanges, or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issuance of Common Stock or other securities or subscription
rights thereto, or any issuance of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the rights thereof or
the dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
(J) Change in Control
(a) Discontinuation of the Plan. The Plan shall be discontinued in
the event of the dissolution or liquidation of the Company or in the event of a
Reorganization (as hereinafter defined) in which the Company is not the
surviving or acquiring company, or in which the Company is or becomes a
wholly-owned subsidiary of another company after the effective date of the
Reorganization and no plan or agreement respecting the Reorganization is
established which specifically provides for the continuation of the Plan and the
change, conversion, or exchange of the Common Stock relating to existing Options
under this Plan for securities of another corporation. Upon the dissolution of
the Plan in connection with an event described in this subsection (a), all
Options shall become fully vested, unrestricted and immediately exercisable by
the holder thereof. Any Options granted under the Plan may be terminated as of a
date fixed by the Board, provided that no less than 20 days written notice of
the date so fixed shall be given to each Participant and each such Participant
shall have the right during such period to exercise all or any portion of such
Options.
(b) Continuation of the Plan Upon a Reorganization. In the event of a
Reorganization (as hereinafter defined) (i) in which the Company is not the
surviving or acquiring company, or in which the Company is or becomes a
wholly-owned subsidiary of another company after the effective date of the
Reorganization, and (ii) with respect to which there is a reorganization
agreement which undertakes to continue the Plan and to provide for the change,
conversion or exchange of the Stock attributable to outstanding Options for
securities of another corporation, then the Plan shall continue and the Board
shall adjust the shares under such outstanding Options (and shall adjust the
shares remaining under the Plan which are then to be available for the grant of
additional Options under the Plan, if the reorganization agreement makes
specific provisions therefor), in a manner not inconsistent with the provisions
of the reorganization agreement and this Plan for the adjustment, change,
conversion or exchange of such Options.
The term "Reorganization" as used in this subsection J shall mean any
statutory merger, statutory consolidation, sale of all or substantially all of
the assets of the Company, or sale, pursuant to an agreement with the Company,
of securities of the Company pursuant to which the Company is or becomes a
wholly-owned subsidiary of another company after the effective date of the
Reorganization.
(c) Adjustments and Determinations. Adjustments and determinations
under this subsection J shall be made by the Board, whose decisions as to what
adjustments or determinations shall be made, and the extent thereof, shall be
final, binding, and conclusive.
(K) Changes in Company's Capital Structure. If the outstanding shares of
Common Stock or other securities of the Company, or both, for which the Option
is then exercisable shall at any time be changed or exchanged by declaration of
a stock dividend, stock split, or combination of shares, the number and kind of
shares of Common Stock or other securities which are subject to the Plan or
subject to any Options theretofore granted, and the exercise prices, shall be
appropriately and equitably adjusted so as to maintain the proportionate number
of shares or other securities without changing the aggregate exercise price.
SECTION 7.Amendments or Termination . The Board may amend, alter or
discontinue the Plan at any time, but no amendment or alteration shall be made
which would impair the rights of any Participant with respect to outstanding
Options, without his or her consent.
SECTION 8.Compliance With Other Laws and Regulations. The Plan, the grant
and exercise of Options thereunder, and the obligation of the Company to sell
and deliver shares under such Options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of such shares under any
federal or state law or issuance of any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable.
SECTION 9.Purchase for Investment. Unless the Options and shares of Common
Stock covered by this Plan have been registered under the Securities Act of
1933, as amended, or the Company has determined that such registration is
unnecessary, each person exercising an Option under this Plan may be required by
the Company to give a representation in writing that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
SECTION 10.Withholding Taxes.
(a) Upon exercise of an Option, a Participant, his beneficiaries, or
his estate shall pay all amounts to the Company which the Company deems
appropriate for the withholding of any taxes required in connection with the
exercise of Options granted under this Plan.
(b) Pursuant to the terms of Section 6(D)(c), any Participant may pay
all or any portion of the taxes required to be withheld by the Company or paid
by him in connection with the exercise of an Option by delivering previously
owned shares of Common Stock having a Market Value equal to the amount required
to be withheld or paid. A Participant must make the foregoing election on or
before the date that the amount of tax to be withheld is determined. All such
elections are irrevocable and subject to disapproval by the Board or Committee.
If approved, such elections are subject to such terms and conditions as may be
imposed by the Board or Committee.
SECTION 11. No Right to Company Employment. Nothing in this Plan or as a
result of any Option granted pursuant to this Plan shall confer on any
individual any right to continue in the employ of the Company or interfere in
any way with the right of the Company to terminate an individuals employment at
any time. The option agreements may contain such provisions as the Board or
Committee may approve with reference to the effect of approved leaves of
absence.
SECTION 12. Liability of Company. The Company which is in existence or
hereafter comes into existence shall not be liable to a Participant or other
persons as to:
(a) The Non-Issuance of Shares. The non-issuance or sale of shares as
to which the Company has been unable to obtain from any regulatory body having
jurisdiction with the authority deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any shares hereunder; and
(b) Tax Consequences. Any tax consequence expected, but not realized,
by any Participant or other person due to the exercise of any Option granted
hereunder.
SECTION 13. Effectiveness and Expiration of Plan. The Plan shall be
effective as of the first day of the month following both the adoption of this
Plan by the shareholders of the Company and the registration of the Plan under
the Securities Act of 1933. The Plan shall expire 10 years after the effective
date unless sooner terminated pursuant to the provisions of this Plan.
SECTION 14. Non-Exclusivity of the Plan. Neither the adoption by the Board
nor the submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including
without limitation, the granting of restricted stock or stock options otherwise
than under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.
SECTION 15. Governing Law. This Plan and any agreements hereunder shall be
interpreted and construed in accordance with the laws of the state Colorado and
applicable federal law.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by directors of the Company, Factual Data Corp. has caused these
presents to be duly executed in its name and behalf by its proper officers
thereunto, duly authorized.
/s/ J.H. Donnan
- -----------------------------
J.H. Donnan, President
ATTEST:
/s/ James N. Donnan
- -----------------------------
James N. Donnan
Secretary
EXHIBIT A
FACTUAL DATA CORP.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made this ____ day of __________, by and between FACTUAL
DATA CORP. (the "Company"), and ____________ (the "Participant");
EXPLANATORY STATEMENTS:
WHEREAS, Participant on the date hereof is an employee of the Company or
any one of its Affiliates; and
WHEREAS, to induce the Participant to continue in his or her employ and to
further his or her efforts in its behalf, the Company desires to grant to
Participant an option to purchase shares of its Common Stock pursuant to its
1999 Employee Formula Award Stock Option Plan (the "Plan");
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Participant hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Participant on the
date of this Agreement the option to purchase _____________ shares of Common
Stock of the Company (the "Option Stock") subject to the terms and conditions
herein contained and subject to the Plan. This option is intended to be granted
as a non-qualified stock option.
2. Exercise Price. During the term of this option, the purchase price for
the shares of Option Stock granted herein is $_______ per share ("Exercise
Price"), subject only to adjustment of such price as provided in the Plan.
3. Exercisability and Term of Option. This option shall vest and become
exercisable to the extent of 20% of the total number of shares of Option Stock
specified in Paragraph 1 of this Agreement upon the first anniversary of the
date this option was granted, which shall be the date above written. This option
shall vest an additional 20% of the total number of shares of Option Stock upon
each successive anniversary of the date the option is granted until the fifth
anniversary date at which time the total number of shares of Option Stock shall
have vested. To the extent the Participant does not purchase in any option year
the full number of shares which he or she is entitled to purchase in that year,
he or she may purchase the same in any succeeding year until the term of such
option shall expire. This option shall terminate ten years from the date this
option is granted unless terminated earlier by reason of the Participant's
death, disability or termination of employment as provided in more detail in
Section 6(E) and (F) of the Plan and Paragraph 12 of this Agreement.
4. Personal Exercise by Participant. This option shall, during the lifetime
of the Participant, be exercisable only by him or her and shall not be
transferable by the Participant, in whole or in part, other than by will or by
the laws of descent and distribution. This option shall not, voluntarily or
involuntarily, be subjected to any lien, directly or indirectly, by operation of
law, or otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy.
5. Manner of Exercise of Option. The option evidenced by this Agreement
may be exercised by the Participant (or by his or her permitted successor or
successors) by giving written notice in the form of the notice attached hereto
(the "Exercise Notice") to the Company at its principal place of business of an
election to exercise such option. The Exercise Notice shall specify the number
of shares of Option Stock to be purchased and shall include payment of the
Exercise Price:
(a) in cash or certified check, cashier's check or money order payable
to the order of the Company; or
(b) by delivery to the Company of irrevocable instructions to a broker
to deliver to the Company promptly the amount of the proceeds of the sale of all
or a portion of the Stock or of a loan from the broker to the Participant
necessary to pay the exercise price and/or tax withholding liability; or
(c) by surrendering shares of Company common stock all ready owned by
Participant the fair market value of which is equal to the corresponding
Exercise Price and/or tax withholding liability ("Cashless Exercise"), but only
if the Board of Directors, or a committee thereof, in their sole discretion,
authorizes the exercise of this option by Cashless Exercise upon receipt of the
Participant's Exercise Notice indicating his or her request for Cashless
Exercise, and subject to such terms and conditions as the Board of Directors, or
a committee thereof, may impose.
Subject to Section 8, upon payment of the full purchase price for the
shares to be purchased, shares for the Option Stock so purchased shall be held
on deposit with a Financial Institution for the Participant.
6. Rights as a Shareholder. The Participant or a transferee of this option
shall have no rights as a shareholder with respect to any Option Stock until the
date of the issuance of such shares and their deposit with the Financial
Institution. 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 shares are so
issued and deposited.
7. Stock Option Plan. The option evidenced by this Agreement is granted
pursuant to the Plan, a copy of which is attached hereto and hereby made a part
of this Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. The Plan governs this Agreement, and, in
the event of any question as to the construction of this Agreement or of a
conflict between the Plan and this Agreement, the Plan shall govern.
8. Withholding Taxes. Subject to Section 5(c), upon the exercise of this
option, Participant, his beneficiaries or his estate shall pay to the Company
all amounts the Company deems appropriate for the withholding of any taxes
required in connection with this option.
9. Investment Purpose and Risks. (a) As a condition to the issuance by the
Company of Option Stock pursuant to this Agreement, the Participant, if required
by the Company, shall (a) represent that the shares of Option Stock are being
acquired for investment and not with a present intention of selling or otherwise
distributing and to make such other representations as may be necessary in order
to comply with federal and applicable state securities laws 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 Participant shall
not dispose of the shares of Option Stock in violation of the Securities Act of
1933 or any other applicable securities laws. The Company reserves the right to
place a legend on any stock certificate issued pursuant to the exercise of this
option to assure compliance with the foregoing.
(b) Participant acknowledges that (i) an investment in the Option
Stock involves significant risks and may represent an illiquid investment, (ii)
the Participant is able to bear the economic risks of an investment in the
Option Stock and is able to maintain his or her investment in the Option Stock
for an indefinite period of time, and (iii) Participant could bear a total loss
of the investment.
(c) Participant has reviewed and understood the latest information
incorporated by reference in paragraph 10 of this Agreement and is aware that he
or she is afforded an opportunity to discuss matters pertinent to an investment
in the Option Stock with the Company upon exercise.
(d) Participant has such knowledge and experience in financial
business matters to enable Participant to evaluate the merits and risks of an
investment in the Option Stock. Participants without such knowledge and
experience are strongly encouraged to consult with a financial, tax or legal
advisor before investing in the Option Stock.
10. Documents Delivered and Incorporated by Reference. Participant
acknowledges receipt of the Plan and the Company's Prospectus dated ___________.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Agreement (such as,
but not limited to, all reports on Forms 10-KSB, 10-QSB and 8-K) shall be deemed
to be incorporated in this Agreement by reference and to be a part hereof from
the date of filing such documents.
The Company will provide without charge to the Participant, on the written
or oral request of Participant, a copy of any and all of the incorporated
documents referred to above. Written requests or oral requests by telephone for
such copies, or additional information about the Plan, should be directed to
Jeff Koenig, Human Resources, Factual Data Corp., 5200 Hahns Peak Drive,
Loveland, Colorado 80538. In addition, all incorporated documents referred to
above can be reviewed and obtained from the Securities and Exchange Commission's
web site located at http://www.sec.gov.
11. Compliance with Securities Laws. This option shall be subject to the
requirement that, if at any time counsel to the Company shall determine that the
listing, registration or qualification of the Option Stock upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of Option Stock thereunder, such
option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Board of Directors or committee
thereto. Nothing herein shall be deemed to require the Company to apply for or
to obtain such listing, registration or qualification.
12. Termination of Employment. In the event the Participant shall cease to
be employed by the Company for reasons other than death, disability or
retirement on or after reaching the age of sixty (60), this option shall
terminate (notwithstanding Paragraph 3 of this Agreement) as of the date three
months after the date of termination of employment; provided, however, that in
no event can this option be exercised after its expiration date. In the event
the Participant shall cease to be employed by the Company for reasons of death,
disability or retirement on or after reaching the age of sixty (60), this option
shall terminate (notwithstanding Paragraph 3 of this Agreement) as of the date
12 months after the date of death, retirement or determination of disability;
provided, however, that in no event can this option be exercised after its
expiration date. This option shall be exercisable as provided above only to the
extent the option was exercisable on the date of termination, death, retirement
or determination of disability but had not previously been exercised.
13. Scope of Agreement. This Agreement shall bind and inure to the benefit
of the Company and its successors and assigns and the Participant and any
successor or successors of the Participant permitted by Paragraph 4 above.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement in the manner appropriate to each, as of the day and year first above
written.
FACTUAL DATA CORP.
By: ______________________________
J.H. Donnan, President
PARTICIPANT
---------------------------------
Print Name:
Exhibit B
Notice of Intent to Exercise Stock Options
FROM:
Name: _______________________________ Social Security:__________________
Address:_________________________________________________________________
City:______________________________ State:_______ Zip:_________________
Telephone Number (with Area Code): Facsimile Number (with Area Code):
_________________________________ ___________________________________
To: Factual Data Corp. Stock Options c/o Great Lakes Strategies
2100 East Maple Road, Suite 100
Birmingham, MI 48009-6514
Fax: 248-614-4664
Shares Option Price Owed to Limit
Grant Date ISO or Non- to Exercise per Share Factual Data Shares to Price (if
(MM/DD/YY) Qualified (A) (B) Corp.(A)X(B) be Sold applicable)
- ---------- --------- ----------- --------- ------------- ------------ ------------
$ $ $
$ $ $
$ $ $
Totals $
Note: If limit price left blank, shares will be sold at market. Limit order good
for 30 days from placement, unless cancelled earlier. Unless expected gross
proceeds on sale after broker's commission exceed amount owed to Factual Data
Corp., you must send a check for the shortfall, payable to Factual Data Corp.,
to Factual Data Corp. Accounting, 5200 Hans Peak Drive, Loveland, CO 80538. This
check must be received prior to the completion of the exercise.
To Whom It May Concern:
Pursuant to the terms of the Factual Data Corp. 1999 Employee Formula Award
Stock Option Plan, I hereby elect to exercise the above stated number of shares
of Factual Data Corp. Common Stock at the above stated option price(s) per share
from the stock option(s) granted to me on the above stated date(s). Also, if
indicated above, this notice reflects my request to sell the above-designated
number of shares.
Broker name___________________________ Broker fax number _________________
Account # ____________________ I understand that my exercise date will be the
date that Great Lakes Strategies receives this notice of exercise, with approval
if required, and that, if required, Factual Data Corp. Accounting has received
payment, or, if authorized by the Board of Directors or committee thereof,
shares held by me in payment, for the number of shares exercised. I also
understand that an exercise notice received by Great Lakes Strategies after 3:00
p.m. Eastern time will have an exercise date of the following business day.
Signature ________________________________ Date ___________________
Internal Use Only
Factual Data Corp. Confirmation: This Employee _____ is ______
is not a Section 16 insider
By: _____________________ Title: ______________ This Employee _____ is _____ is
not a Rule 144 Affiliate
Notice of Intent to Exercise Stock Options
Page 2
Name:__________________________________
Please deliver the certificate to:
The address above.
o The following address: Name:_______________________
Address Line 1:__________________
Address Line 2:_______________________________ City:______________________
State:______ Zip:__________
o My brokerage account: Account Number:____________________
Broker DTC Number:__________ Broker Name:_____________________________
Address Line 1:______________________________
Address Line 2:_______________________________ City:______________________
State:_____ Zip:__________
Please remit net proceeds on sale to:
The address above.
o The following address: Name:_____________________________
Address Line 1:____________________________
Address Line 2:_______________________________ City:______________________
State:_______ Zip:__________
o My bank or brokerage account: Account Number:____________________
Bank R&T Number:___________________
Bank or Broker Name:_____________________________
Address Line 1:____________________________
Address Line 2:_______________________________ City:______________________
State:_______ Zip:__________
In connection with my exercise of the stock option(s) with respect to
____________ shares of Factual Data Corp., same-day-sale broker or my broker is
authorized to transfer the amount of $__________ (payable to Factual Data Corp.)
which represents the aggregate exercise cost (plus any applicable withholding
taxes) for _________ shares of common stock.
(Please sign to execute transaction) Optionee:
_________________________________ Date: ________________
Approved: ________________________________
Date: ________________
Great Lakes Strategies, as Agent
for
Factual Data Corp.
Factual Data Corp. Stock Options
Fax Cover Sheet
==============================
Fax To: Fax From:
Name:
Factual Data Corp. Stock Options
Factual Data Corp. c/o Great Lakes Strategies
Stock Administration Attn:
Monica Workens
Phone Number Phone Number: 888-324-8095
Fax Number: Fax Number: 248-614-4664
Date: ___12/1/99 12:29 PM__
Number of pages transmitted including this cover page: 3
Comments:
If you want to exercise a Stock Option, please complete and sign the
following Notification of Intent to Exercise form.
Exercise Type Descriptions:
Exercise-and-Hold-All: You must make payment by check to Factual
Data Corp. (or if authorized by the Board of
Directors or committee, deliver shares in
payment) and mail along with the Notice of
Intent to Factual Data Corp. Accounting.
Accounting will advise GLS of the exercise and
GLS will arrange for a stock certificate to be
delivered to you or to your brokerage
account. (To calculate the total payment,
multiply the shares to be exercised by the
option price per share.)
Exercise-and-Sell-All: The same-day-sale broker will sell all
the shares exercised (assuming the limit
price is attained, as specified) and remit
payment to Factual Data Corp. You will
receive a check for the net proceeds after
the Factual Data Corp. payment and
commission.
Exercise-and-Retain-Some: The same-day-sale broker will sell the
number of shares you designate (assuming the
limit price is attained, as specified). If
insufficient shares are to be sold to cover the
amount owed to Factual Data Corp. and broker's
commission, you are required to pay Factual Data
Corp. Accounting for the difference. Otherwise,
net proceeds after payment to Factual Data Corp.
and the commission will be remitted per your
instructions. A stock certificate for the
remaining shares will be delivered per your
instructions.