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EXHIBIT 10.2
STOCKPOINT, INC.
1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
SECTION 1. PURPOSE OF THE PLAN. The purpose of this Stockpoint, Inc..,
1995 Nonemployee Director Stock Option Plan is to promote the interests of the
Company by enhancing its ability to attract and retain the services of
experienced and knowledgeable independent directors and by providing additional
incentive for these directors to increase their interest in the Company's
long-term success and progress. None of the options granted hereunder shall be
"incentive stock options" within the meaning of Section 422 of the Code (as
hereinafter defined).
SECTION 2. DEFINITIONS. As used herein, the following definitions shall
apply:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean a committee of two or more persons appointed
by the Board of Directors of the Company.
(d) "Common Stock" shall mean the Common Stock, $.01 par value, of the
Company.
(e) "Company" shall mean Stockpoint, Inc., a Delaware corporation.
(f) "Continuous Status as a Director" shall mean the absence of any
interruption or termination of service as a Director.
(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.
The payment of a Director's fee by the Company shall not be
sufficient in and of itself to constitute "employment" by the
Company.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(j) "Fair Market Value" the Fair Market Value of a Share shall be
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
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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 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.
(k) "Option" shall mean a stock option granted pursuant to the Plan.
(l) "Optioned Stock" shall mean the Common Stock subject to an Option.
(m) "Optionee" shall mean an Outside Director who receives an Option.
(n) "Outside Director" shall mean a Director who is not an Employee.
(o) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 425(e) of the Code.
(p) "Plan" shall mean this 1995 Nonemployee Director Stock Option Plan.
(q) "Shares" shall mean the shares of Common Stock subject to Options
under the Plan in accordance with Section 3 below, as adjusted in
accordance with Section 10 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 THE PLAN. Subject to the provisions of
Section 10 below, the maximum aggregate number of Shares which may be optioned
and sold under the Plan is 75,000 shares of Common Stock. The Shares may be
authorized, but unissued, shares of Common Stock or shares of Common Stock which
have been reacquired by the Company. If an Option should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for future grant under the Plan. If Shares
which were acquired upon exercise of an Option are subsequently repurchased by
the Company, such Shares shall not in any event be returned to the Plan and
shall not become available for future grant under the Plan.
SECTION 4. ADMINISTRATION OF AND GRANTS OF OPTIONS UNDER THE PLAN.
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(a) Administrator. Except as otherwise required herein, the Plan shall
be administered by the Committee.
(b) Procedure for Grants. The provisions set forth in this Section 4(b)
shall not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. All grants of Options hereunder shall be
automatic and nondiscretionary and shall be made strictly in accordance with the
following provisions:
(i) No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of Shares to be
covered by Options granted to Outside Directors.
(ii) Each Outside Director shall be automatically granted an Option
(an "Initial Grant") to purchase 5,000 Shares upon the date on which such person
first becomes a Director, whether through election by the stockholders of the
Company or appointment by the Board of Directors to fill a vacancy. Options
granted under this Section 4(b)(iii) shall become exercisable in three equal
annual installments with the first one-third installment vesting on the first
anniversary of the date of the Initial Grant and the two remaining one-third
installments vesting on the second and third anniversary of the Initial Grant,
respectively.
(iii) Each Outside Director shall automatically receive, on the
date of each Annual Meeting of Stockholders, beginning with the Annual Meeting
of Stockholders held in 1996, an Option to purchase 5,000 Shares of the
Company's Common Stock, such Option to become exercisable one year subsequent to
the date of grant; provided however, that such Option shall only be granted to
Outside Directors who have served since the date of the last Annual Meeting of
Stockholders and will continue to serve after the date of grant of such Option.
(iv) The terms of an Option granted hereunder shall be as follows:
(A) The term of the Option shall be ten years.
(B) The exercise price per Share shall be 100% of
the Fair Market Value of a Share on the date of grant of the
Option.
(C) To the extent necessary to comply with the
applicable provisions of Rule 16b-3 promulgated under the
Exchange Act ("Rule 16b-3"), no Option will be exercisable
until a date more than six months subsequent to the date of
the grant of that Option.
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(c) Powers of the Committee. Subject to the provisions and restrictions
of the Plan, the Committee shall have the authority, in its discretion, to: (i)
determine, upon review of relevant information and in accordance with the Plan,
the Fair Market Value of the Common Stock; (ii) determine the exercise price per
share of Options to be granted, which exercise price shall be determined in
accordance with Section 7(a) of the Plan; (iii) interpret the Plan; (iv)
prescribe, amend and rescind rules and regulations relating to the Plan; (v)
authorize any person to execute on behalf of the Company any instrument required
to effectuate the grant of an Option previously granted hereunder; and (vi) make
all other determinations deemed necessary or advisable for the administration of
the Plan.
(d) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.
SECTION 5. ELIGIBILITY. Options may be granted only to Outside
Directors. All Options shall be automatically granted in accordance with the
terms set forth in Section 4(b) hereof. The Plan shall not confer upon any
Optionee any right with respect to continuation of service as a Director or
nomination to serve as a Director, nor shall it interfere in any way with any
rights which the Director or the Company may have to terminate his or her
directorship at any time.
SECTION 6. TERM OF PLAN. The Plan shall become effective upon its
approval by the stockholders of the Company as described in Section 16 of the
Plan. The Plan shall continue in effect for a term of ten years unless sooner
terminated under Section 12 of the Plan.
SECTION 7. EXERCISE PRICE AND CONSIDERATION.
(a) Exercise Price. The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be 100% of the Fair Market Value
per Share on the date of grant of the Option.
(b) Form of Consideration. Subject to compliance with applicable
provisions of Section 16(b) of the Exchange Act or other applicable law, the
consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Committee and may
consist entirely of (i) cash, (ii) check, (iii) other shares of Common Stock
which (X) in the case of Shares acquired upon exercise of an Option, have been
owned by the Optionee for more than six months on the date of surrender, and (Y)
have a Fair Market Value on the date of exercise equal to the aggregate exercise
price of the Shares as to which said Option shall be exercised, (iv)
authorization for the Company to retain from the total number of Shares as to
which the Option is exercised that number of Shares having a Fair Market Value
on the date of
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exercise equal to the exercise price for the total number of Shares as to which
the Option is exercised, (v) delivery (including by facsimile) to the Company or
its designated agent of a properly executed irrevocable option exercise notice
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, (vi) by delivering an irrevocable subscription
agreement for the Shares which irrevocably obligates the option holder to take
and pay for the Shares not more than twelve months after the date of delivery of
the subscription agreement, (vii) any combination of the foregoing methods of
payment or (viii) such other consideration and method of payment for the
issuance of Shares as may be permitted under applicable laws. In making any
determination as to the type of consideration to accept, the Committee shall
consider whether acceptance of such consideration may reasonably be expected to
benefit the Company.
SECTION 8. EXERCISE OF OPTION.
(a) Procedure for Exercise: Rights as a Stockholder. Any Option granted
hereunder shall be exercisable at such times as are set forth in Section 4(b)
hereof. An Option may not be exercised for a fraction of a Share. An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company. Full payment may
consist of any consideration and method of payment allowable under Section 7(c)
of the Plan. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) of
the stock certificate evidencing such Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. A share certificate
for the number of Shares so acquired shall be issued to the Optionee as soon as
practicable after exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 10 of the Plan. Exercise of
an Option in any manner shall result in a decrease in the number of Shares which
thereafter may be available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.
(b) Termination of Status as a Director. If an Outside Director ceases
to serve as a Director, such Outside Director may exercise his/her Option to the
extent that he/she was entitled to exercise such Option at the date of such
termination. To the extent that such Outside Director was not entitled to
exercise an Option at the date of such termination, or if such Outside Director
does not exercise such Option (which he/she was entitled to exercise) within the
term of such Option, the Option shall terminate.
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(c) Disability of Optionee. Notwithstanding the provisions of Section
8(b) above, in the event an Optionee is unable to continue service as a Director
with the Company as a result of such Optionee's total and permanent disability
(as defined in Section 22(e)(3) of the Code), such Optionee may exercise his/her
Option to the extent entitled to exercise such Option at the date of such
termination. To the extent that such Optionee was not entitled to exercise the
Option at the date of such termination, or if such Optionee does not exercise
such Option (which he/she was entitled to exercise) within the term of such
Option, the Option shall terminate.
(d) Death of Optionee. Notwithstanding the provisions of Section 8(b)
above, if an Optionee dies during the term of an Option:
(i) if the Optionee was at the time of death serving as a
Director of the Company and had been in Continuous Status as a Director since
the date of grant of the Option, then the Option may be exercised by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had the Optionee continued living and remained in Continuous
Status as a Director for six months after the date of death; or
(ii) if the Optionee's death occurred within 30 days after
the termination of the Optionee's Continuous Status as a Director, then the
Option may be exercised by the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
of the right to exercise that had accrued at the date of termination of
Continuous Status as a Director.
SECTION 9. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by 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. An Option may be exercised, during the lifetime of the Optionee,
only by the Optionee.
SECTION 10. 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 the exercise price per Share
of such Options shall be proportionately adjusted, subject to any required
action by the Board or stockholders of
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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 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 shall, notwithstanding
any contrary terms of the written agreement governing any such Option,
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 or substitutes
substantially equivalent options as determined by the Board. The acceleration of
the outstanding Options shall be conditioned on the actual occurrence of such a
dissolution, liquidation, merger or sale of stock or assets.
SECTION 11. TIME OF GRANTING OPTIONS. The date of grant of an Option
shall, for all purposes, be the date determined in accordance with Section 4(b)
hereof. Notice of the determination shall be given to each Outside Director to
whom an Option is so granted within a reasonable time after the date of such
grant.
SECTION 12. AMENDMENT AND TERMINATION OF THE PLAN.
(a) Amendment and Termination. The Board may at any time amend, alter,
suspend, or discontinue the Plan, but no amendment, alteration, suspension, or
discontinuance shall be made which would impair the rights of any Optionee under
any grant theretofore made, without his or her consent. 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.
(b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall
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remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and the Company.
SECTION 13. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Common Stock may then be listed or quoted, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
SECTION 14. RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of the Shares
available for issuance pursuant to this Plan as shall be sufficient to satisfy
the requirements of the Plan.
SECTION 15. OPTION AGREEMENT. Options shall be evidenced by written
option agreements in such form as the Board shall approve.
SECTION 16. STOCKHOLDER APPROVAL. The Plan shall be subject to 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.
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