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EXHIBIT 10.1
STOCKPOINT, INC.
1995 LONG-TERM INCENTIVE
AND
STOCK OPTION PLAN
SECTION 1. PURPOSE OF PLAN. The purpose of this Stockpoint, Inc., 1995
Long-Term Incentive and Stock Option Plan is to aid in maintaining and
developing personnel capable of contributing to the future success of the
Company, to offer such personnel additional incentives to put forth maximum
efforts for the success of the business, and to afford them an opportunity to
acquire a proprietary interest in the Company through stock options and other
long-term incentive awards as provided herein. Options granted under this Plan
may be either Incentive Stock Options or options that do not qualify as
Incentive Stock Options. Awards granted under this Plan may be SARs, restricted
stock or performance awards as hereinafter described.
SECTION 2. DEFINITIONS. As used herein, the following definitions
shall apply:
(a) "Award" shall mean an SAR, restricted stock award or
performance award granted pursuant to the Plan.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee" shall mean a committee of two or more Directors
appointed by the Board of Directors of the Company, none of
whom shall be officers or employees of the Company and all of
whom shall be "disinterested persons" with respect to the Plan
within the meaning of Rule 16b-3 under the Exchange Act and
any successor rule.
(e) "Common Stock" shall mean the Common Stock, $.01 par value, of
the Company.
(f) "Company" shall mean Stockpoint, Inc., a Delaware corporation.
(g) "Director" shall mean a member of the Board.
(h) "Employee" shall mean any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary
of the Company.
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(i) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(j) "Fair Market Value" of the Common Stock shall be as determined
by the Committee in its discretion; provided, however, that
where there is a public market for the Common Stock, the fair
market value per share of the Common Stock shall be the
closing price of the Common Stock in the over-the-counter
market on the date of grant, as reported in The Wall Street
Journal (or, if not so reported, as otherwise reported by the
National Association of Securities Dealers Automated Quotation
("NASDAQ") System) or, in the event the Common Stock is traded
on the NASDAQ National Market System or listed on a stock
exchange, the fair market value per share of Common Stock
shall be the closing price on such system or exchange on the
date of grant of the Option, as reported in The Wall Street
Journal. If on the date of grant of any option or award under
the Plan the Common Stock is not traded on an established
securities market, the Committee shall determine Fiar Market
Value in good faith and in connection therewith shall take
such action as it deems necessary or advisable.
(k) "Incentive Stock Option" shall mean any Option meeting the
requirements of Section 422 of the Code.
(l) "Option" shall mean a stock option granted pursuant to the
Plan.
(m) "Optioned Stock" shall mean the Common Stock subject to an
Option.
(n) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 425(e) of the Code.
(o) "Plan" shall mean this 1995 Long-Term Incentive and Stock
Option Plan.
(p) "SAR" shall mean a stock appreciation right granted pursuant
to the Plan.
(q) "Shares" shall mean the shares of Common Stock subject to
Options or Awards under the Plan in accordance with Section 3
below, as adjusted in accordance with Section 16 below.
(r) "Subsidiary" shall mean a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 425(f) of the
Code.
SECTION 3. STOCK SUBJECT TO PLAN. Subject to adjustment as provided in
Section 16 hereof, the number of Shares on which Options may be exercised or
other Awards issued under this Plan shall be 2,000,000 shares of the Company's
authorized Common
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Stock plus a number of shares equal to one and one-half percent of the number of
shares of Common Stock outstanding as of the December 31 immediately preceding
the year in which such Options may be granted. The Shares may be either
authorized, but unissued, shares of Common Stock or shares of Common Stock which
have been reacquired by the Company. If an Option or Award under the Plan
expires, or for any reason is terminated or unexercised with respect to any
Shares, or if Shares issued under an Option are reacquired by the Company
pursuant to this Plan, such Shares shall again be available for Options or
Awards thereafter granted during the term of the Plan.
SECTION 4. ADMINISTRATION OF PLAN.
(a) The Plan shall be administered by the Committee.
(b) The Committee shall have plenary authority in its discretion, but
subject to the express provisions of the Plan, to: (i) determine the purchase
price of the Common Stock covered by each Option or Award, (ii) determine the
Employees to whom and the time or times at which Options and Awards shall be
granted and the number of Shares to be subject to each, (iii) determine,
pursuant to Section 8(c) hereof, the form of payment to be made upon the
exercise of an SAR or in connection with performance awards, either cash, Common
Stock of the Company or a combination thereof, (iv) determine the terms of
exercise of each Option and Award, (v) accelerate the time at which all or any
part of an Option or Award may be exercised, (vi) amend or modify the terms of
any Option or Award with the consent of the optionee, (vii) interpret the Plan,
(viii) prescribe, amend and rescind rules and regulations relating to the Plan,
(ix) determine the terms and provisions of each Option and Award agreement under
the Plan (which agreements need not be identical), including the designation of
those Options intended to be Incentive Stock Options, (x) delegate such of its
authority granted herein as it deems is in the best interests of the Company,
and (xi) make all other determinations necessary or advisable for the
administration of the Plan, subject to the exclusive authority of the Board
under Section 17 herein to amend or terminate the Plan. The Committee's
determinations on the foregoing matters, unless otherwise disapproved by the
Board, shall be final and conclusive; provided, however, that the Committee's
determinations with respect to the matters set forth in clauses (ii) and (iii)
above, unless delegated as provided in clause (x) above, shall be final and
conclusive without any right of disapproval by the Board.
(c) The Committee shall select one of its members as its chair and
shall hold its meetings at such times and places as it may determine. A majority
of Committee members shall constitute a quorum. All determinations of the
Committee shall be made by not less than a majority of its members. Any decision
or determination reduced to writing and signed by all of the members of the
Committee shall be fully effective as if made by a majority vote at a meeting
duly called and held. The grant of an Option or Award shall be effective only if
a written agreement shall have been duly executed and
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delivered by and on behalf of the Company following such grant. The Committee
may appoint a secretary and may make such rules and regulations for the conduct
of its business as the Committee shall deem advisable. All decisions,
determinations and interpretations of the Committee shall be final and binding
on all optionees and grantees.
SECTION 5. ELIGIBILITY AND GRANT.
(a) Eligibility. Incentive Stock Options may only be granted under this
Plan to any full or part-time Employee. Full or part-time Employees, officers,
consultants, Directors (excluding Directors who are not Employees) or
independent contractors of the Company or one of its Subsidiaries shall be
eligible to receive Options which do not qualify as Incentive Stock Options and
Awards. In determining the persons to whom Options and Awards shall be granted
and the number of Shares subject to each, the Committee may take into account
the nature of services rendered by the respective Employees or consultants,
their present and potential contributions to the success of the Company and such
other factors as the Committee in its discretion shall deem relevant.
(b) Grant of Additional Options or Awards. A person who has been
granted an Option or Award under this Plan may be granted additional Options or
Awards under the Plan if the Committee shall so determine; provided, however,
that for Incentive Stock Options, to the extent that the aggregate Fair Market
Value (determined at the time the Incentive Stock Option is granted) of the
Common Stock with respect to which all Incentive Stock Options are exercisable
for the first time by an Employee during any calendar year (under all plans
described in Section 422(d) of the Code of such Employee's employer corporation
and its parent and subsidiary corporations) exceeds $100,000, such Options shall
be treated as Options that do not qualify as Incentive Stock Options. Nothing in
the Plan or in any agreement thereunder shall confer on any Employee any right
to continue in the employ of the Company or any of its Subsidiaries or affect,
in any way, the right of the Company or any of its Subsidiaries to terminate
such Employee's employment at any time.
SECTION 6. PRICE. The exercise price for all Incentive Stock Options
granted under the Plan shall be determined by the Committee but shall not be
less than 100% of the Fair Market Value of the Common Stock at the date of grant
of such Option. The exercise price for Options granted under the Plan that do
not qualify as Incentive Stock Options and, if applicable, the price for all
Awards shall be determined by the Committee.
SECTION 7. TERM. Each Option and Award and all rights and obligations
thereunder shall expire on the date determined by the Committee and specified in
the Option or Award agreement. The Committee shall be under no duty to provide
terms
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of like duration for Options or Awards granted under the Plan, but the term of
an Option may not extend more than ten years from the date of grant of such
Option.
SECTION 8. EXERCISE OF OPTION OR AWARD.
(a) Exercisability. The Committee shall have full and complete
authority to determine whether an Option or Award will be exercisable in full at
any time or from time to time during the term thereof, or to provide for the
exercise thereof in such installments, upon the occurrence of such events (such
as termination of employment for any reason) and at such times during the term
of the Option or Award as the Committee may determine and specify in the Option
or Award agreement.
(b) No Violation of State or Federal Laws. The exercise of any Option
or Award granted hereunder shall only be effective at such time that the sale of
Common Stock pursuant to such exercise will not violate any state or federal
securities or other laws. To the extent required in order to comply with Rule
16b-3 of the Exchange Act in the case of an Option or Award granted to a person
considered by the Company as one of its officers or directors for purposes of
Section 16 of the Exchange Act, the terms of the Option or Award will require
that the Shares subject thereto are not disposed of by such officer or director
for a period of at least six months from the date of grant.
(c) Method of Exercise. An optionee or grantee electing to exercise an
Option or Award shall give written notice to the Company of such election and of
the number of Shares subject to such exercise. The Company will verify the
appropriateness of the election and determine the amounts of compensation and
related withholding tax. The exercise amount and applicable taxes must be
tendered by the optionee or grantee prior to the issuance of Shares pursuant to
the exercise. Payment shall be made to the Company in cash (including bank
check, certified check, personal check, or money order), or, at the discretion
of the Committee and as specified by the Committee, (i) by delivering
certificates for the Common Stock already owned by the optionee or grantee
having a Fair Market Value as of the date of exercise equal to the full purchase
price of the Shares as to which the Option or Award is exercised, (ii) by
delivering written authorization for the Company to retain from the total number
of Shares as to which the Option or Award is exercised that number of Shares
having a Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option or Award is exercised,
(iii) by delivering the optionee's or grantee's promissory note, which shall
provide for interest at a rate not less than the minimum rate required to avoid
the imputation of income, original issue discount or a below-market-rate loan
pursuant to Sections 483, 1274 or 7872 of the Code or any successor provisions
thereto, (iv) by delivery (including by facsimile) to the Company or its
designated agent of an executed irrevocable option exercise form together with
irrevocable instructions to a broker-dealer to sell a sufficient portion of the
Shares and deliver the sale proceeds directly to the Company to pay for the
exercise price, (v) any combination of the
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foregoing methods of payment or (vi) such other consideration and method of
payment for the issuance of Shares as may be permitted under applicable laws.
The optionee's or grantee's promissory note shall be a full recourse liability
of the optionee and may, at the discretion of the Committee, be secured by a
pledge of the Shares being purchased. Until such person has been issued the
Shares subject to such exercise, he or she shall possess no rights as a
stockholder with respect to such Shares.
SECTION 9. STOCK OPTION RIGHTS.
(a) Grant. At the time of grant of an Option or Award under the Plan
(or at any other time), the Committee, in its discretion, may grant an SAR
evidenced by an agreement in such form as the Committee shall from time to time
approve. Any such SAR may be subject to restrictions on the exercise thereof as
may be set forth in the agreement representing such SAR, which agreement shall
comply with and be subject to the following terms and conditions and any
additional terms and conditions established by the Committee that are consistent
with the terms of the Plan.
(b) Exercise. An SAR shall be exercised by the delivery to the Company
of a written notice which shall state that the holder thereof elects to exercise
his or her SAR as to the number of Shares specified in the notice and which
shall further state what portion, if any, of the SAR exercise amount
(hereinafter defined) the holder thereof requests is to be paid in cash and what
portion, if any, is to be paid in Shares. The Committee promptly shall cause to
be paid to such holder the SAR exercise amount either in cash, in Shares, or any
combination of cash and Shares as the Committee may determine. Such
determination may be either in accordance with the request made by the holder of
the SAR or in the sole and absolute discretion of the Committee. The SAR
exercise amount is the excess of the Fair Market Value of one Share on the date
of exercise over the per Share exercise price in respect of which the SAR was
granted, multiplied by the number of Shares as to which the SAR is exercised.
For purposes hereof, the Fair Market Value of the Shares shall be determined as
provided in Section 6 herein.
SECTION 10. RESTRICTED STOCK AWARDS. Awards of Shares subject to
forfeiture and transfer restrictions may be granted by the Committee. Any
restricted stock award shall be evidenced by an agreement in such form as the
Committee shall from time to time approve, which agreement shall comply with and
be subject to the following terms and conditions and any additional terms and
conditions established by the Committee that are consistent with the terms of
the Plan:
(a) Grant of Restricted Stock Awards. Each restricted stock award made
under the Plan shall be for such number of Shares as shall be determined by the
Committee and set forth in the agreement containing the terms of such restricted
stock award. Such agreement shall set forth a period of time during which the
grantee must
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remain in the continuous employment of the Company or its Subsidiaries in order
for the forfeiture and transfer restrictions to lapse. If the Committee so
determines, the restrictions may lapse during such restricted period in
installments with respect to specified portions of the Shares covered by the
restricted stock award. The agreement may also, in the discretion of the
Committee, set forth performance or other conditions that will subject the
Shares to forfeiture and transfer restrictions. The Committee may, at its
discretion, waive all or any part of the restrictions applicable to any or all
outstanding restricted stock awards, provided that, in the case of restricted
stock awards made to a person considered by the Company as an officer or
director for purposes of Section 16 of the Exchange Act, the terms of such
restricted stock agreement will provide that the Shares so awarded may not be
disposed of for a period of at least six months from the date the award was
made.
(b) Delivery of Shares and Restrictions. At the time of a restricted
stock award, a certificate representing the number of Shares awarded thereunder
shall be registered in the name of the grantee. Such certificate shall be held
by the Company or any custodian appointed by the Company for the account of the
grantee subject to the terms and conditions of the Plan, and shall bear such a
legend setting forth the restrictions imposed thereon as the Committee, in its
discretion, may determine. The grantee shall have all rights of a stockholder
with respect to the Shares, including the right to receive dividends and the
right to vote such Shares, subject to the following restrictions: (i) the
grantee shall not be entitled to delivery of the stock certificate until the
expiration of the restricted period and the fulfillment of any other restrictive
conditions set forth in the restricted stock agreement with respect to such
Shares; (ii) none of the Shares may be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered or disposed of during such restricted
period or until after the fulfillment of any such other restrictive conditions;
and (iii) except as otherwise determined by the Committee, all of the Shares
shall be forfeited and all rights of the grantee to such Shares shall terminate,
without further obligation on the part of the Company, unless the grantee
remains in the continuous employment of the Company or its Subsidiaries for the
entire restricted period in relation to which such Shares were granted and
unless any other restrictive conditions relating to the restricted stock award
are met. Any Shares, any other securities of the Company and any other property
(except for cash dividends) distributed with respect to the Shares subject to
restricted stock awards shall be subject to the same restrictions, terms and
conditions as such restricted Shares.
(c) Termination of Restrictions. At the end of the restricted period
and provided that any other restrictive conditions of the restricted stock award
are met, or at such earlier time as otherwise determined by the Committee, all
restrictions set forth in the agreement relating to the restricted stock award
or in the Plan shall lapse as to the restricted Shares subject thereto. Upon
payment by the grantee to the Company of any withholding tax required to be
paid, a stock certificate for the appropriate number of
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Shares, free of the restrictions and the restricted stock legend, shall be
delivered to the grantee or his or her beneficiary or estate, as the case may
be.
(d) 83(b) Election. Within 30 days after the grantee is granted a
restricted stock Award, the Company, if the grantee so elects, will prepare and
file, and the grantee will sign, an effective election with the Internal Revenue
Service under Section 83(b) of the Code relative to the Shares granted to the
grantee.
SECTION 11. PERFORMANCE AWARDS. The Committee is further authorized to
grant performance awards. Subject to the terms of this Plan and any applicable
Award agreement, a performance award granted under the Plan (i) may be
denominated or payable in cash, Shares (including, without limitation,
restricted stock), other securities, other Awards, or other property and (ii)
shall confer on the holder thereof rights valued as determined by the Committee,
in its discretion, and payable to, or exercisable by, the holder of the
performance awards, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee, in its
discretion, shall establish. Subject to the terms of this Plan and any
applicable Award agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
performance award granted, and the amount of any payment or transfer to be made
by the grantee and by the Company under any performance award shall be
determined by the Committee.
SECTION 12. INCOME TAX WITHHOLDING AND TAX BONUSES.
(a) Withholding of Taxes. In order to comply with all applicable
federal or state income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that all applicable federal, state or
local payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of an optionee or grantee under the Plan, are withheld
or collected from such optionee or grantee prior to his or her receipt of Shares
pursuant to the exercise of an Option or the satisfaction of the conditions of
any other Award. In order to assist an optionee or grantee in paying all federal
and state taxes to be withheld or collected upon exercise of an Option or Award
which does not qualify as an Incentive Stock Option hereunder, the Committee, in
its absolute discretion and subject to such additional terms and conditions as
it may adopt, shall permit the optionee or grantee to satisfy such tax
obligation by electing to (i) have the Company withhold a portion of the Shares
otherwise to be delivered upon exercise of such Option or Award with a Fair
Market Value equal to such taxes or (ii) deliver to the Company Common Stock
other than the Shares issuable upon exercise of such Option or Award with a Fair
Market Value equal to such taxes. This election must be made on or before the
date that the amount of tax to be withheld is determined.
(b) Tax Bonus. The Committee shall have the authority, at the time of
grant of an Option or Award under the Plan or at any time thereafter, to approve
tax bonuses
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to designated optionees or grantees to be paid upon their exercise of Options or
Awards granted hereunder (or upon grant of a restricted stock award and filing
of an 83(b) election pursuant to Section 10(d) of the Plan). The amount of any
such payments shall be determined by the Committee, but shall not exceed 100% of
the excess of the Fair Market Value of the Shares received upon exercise of an
Option or Award over the price paid therefor. The Committee shall have full
authority in its absolute discretion to determine the amount of any such tax
bonus and the terms and conditions affecting the vesting and payment thereof.
SECTION 13. ADDITIONAL RESTRICTIONS. The Committee shall have full and
complete authority to determine whether all or any part of the Shares acquired
upon exercise of any of the Options or Awards granted under the Plan shall be
subject to restrictions on the transferability thereof or any other restrictions
affecting in any manner the optionee's or grantee's rights with respect thereto,
but any such restriction shall be contained in the agreement relating to any
such Option or Award.
SECTION 14. TEN PERCENT STOCKHOLDER RULE. Notwithstanding any other
provision in the Plan, if at the time an Option is otherwise to be granted
pursuant to the Plan to an optionee who owns, directly or indirectly (within the
meaning of Section 424(d) of the Code), Common Stock of the Company possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or its Parent or Subsidiary, if any, then any Incentive Stock Option to
be granted to such optionee pursuant to the Plan shall satisfy the requirements
of Section 422(c)(5) of the Code, and the exercise price of such Option shall be
not less than 110% of the Fair Market Value of the Common Stock, and such Option
by its terms shall not be exercisable after the expiration of five years from
the date such Option is granted.
SECTION 15. NON-TRANSFERABILITY. No Option or Award granted under the
Plan shall be transferable by an optionee or grantee, otherwise than by will or
the laws of descent or distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder. Except as
otherwise provided in an Option or Award agreement, during the lifetime of an
optionee or grantee, the Option or Award shall be exercisable only by such
optionee or grantee.
SECTION 16. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION OR
MERGER.
(a) In the event that the number of outstanding shares of Common Stock
is changed by a stock dividend, stock split, reverse stock split, combination,
reclassification or similar change in the capital structure of the Company
without consideration, the number of Shares available under this Plan and the
number of Shares subject to outstanding Options and Awards and the exercise
price per share of such
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Options and Awards shall be proportionately adjusted, subject to any required
action by the Board or stockholders of the Company and compliance with
applicable securities laws; provided however, that no certificate or scrip
representing fractional shares shall be issued upon exercise of any Option or
Award and any resulting fractions of a share shall be ignored. Such adjustment
shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive.
(b) In the event of a dissolution or liquidation of the Company, a
merger in which the Company is not the surviving corporation, a transaction or
series of related transactions in which 51% of the then outstanding voting stock
is sold or otherwise transferred (including (i) a public announcement that any
person has acquired or has the right to acquire beneficial ownership of 51% or
more of the then outstanding shares of Common Stock (for this purpose, the terms
"person" and "beneficial ownership" shall have the meanings provided in Section
13(d) of the Exchange Act or related rules promulgated by the Securities
Exchange Commission) and (ii) the commencement of or public announcement of an
intention to make a tender or exchange offer for 51% or more of the then
outstanding shares of the Common Stock) or the sale of substantially all of the
assets of the Company, any and all outstanding Options and Awards shall,
notwithstanding any contrary terms of the written agreement governing any such
Option or Award, accelerate and become exercisable in full at least ten days
prior to (and shall expire on) the consummation of such dissolution,
liquidation, merger or sale of stock or sale of assets on such conditions as the
Board shall determine unless the successor corporation assumes the outstanding
Options and Awards or substitutes substantially equivalent options and awards as
determined by the Board. The acceleration of the outstanding Options and Awards
shall be conditioned on the actual occurrence of such a dissolution,
liquidation, merger or sale of stock or assets.
SECTION 17. AMENDMENT OR DISCONTINUANCE OF PLAN. The Board of Directors
may amend or discontinue the Plan at any time. Subject to the provisions of
Section 16, no amendment of the Plan shall without stockholder approval: (i)
increase the number of Shares authorized under the Plan as provided in Section 3
herein, (ii) decrease the minimum price provided in Section 6 herein, (iii)
extend the maximum term under Section 7, or (iv) modify the eligibility
requirements for participation in the Plan. In addition, to the extent necessary
and desirable to comply with Rule 16b-3 (or any other applicable law or
regulation), the Company shall obtain stockholder approval of any Plan amendment
in such a manner and to such a degree as required. The Committee, or the
Company's Chief Executive Officer as authorized by the Committee, may grant,
each year, Options and Awards for the number of Shares authorized by Section 3
herein without further amendment to the Plan increasing the number of Shares
authorized for distribution. The Board shall not alter or impair any Option or
Award theretofore granted under the Plan without the consent of the holder of
the Option or Award.
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SECTION 18. TIME OF GRANTING. Nothing contained in the Plan or in any
resolution adopted or to be adopted by the Board or by the stockholders of the
Company, and no action taken by the Committee, the Chief Executive Officer or
the Board (other than the execution and delivery of an Option or Award
agreement), shall constitute the granting of an Option or Award hereunder.
SECTION 19. EFFECTIVE DATE AND TERMINATION OF PLAN.
(a) The Plan shall be effective upon approval by the affirmative vote
or written consent of the holders of a majority of the voting power of the
outstanding shares of capital stock of the Company.
(b) Unless the Plan shall have been discontinued as provided in Section
17 hereof, the Plan shall terminate on November 30, 2005. No Option or Award may
be granted after such termination, but termination of the Plan shall not,
without the consent of the optionee or grantee, alter or impair any rights or
obligations under any Option or Award theretofore granted.