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Exhibit 10.07
UNICAPITAL CORPORATION
1998 LONG-TERM INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the UniCapital Corporation 1998 Long-Term Incentive Plan
(the "Plan") is to promote the interests of UniCapital Corporation (the
"Company") and its stockholders by (i) attracting and retaining employees,
directors (other than non-employee directors who receive options under the
Company's 1998 Non-Employee Directors' Stock Plan), consultants and advisors of
outstanding ability, (ii) motivating such persons, by means of
performance-related incentives, to achieve longer-range performance goals, and
(iii) enabling such persons to participate in the long-term growth and financial
success of the Company.
2. ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") of the
Board of Directors of the Company (the "Board"). The Committee shall at all
times consist of two or more persons, each of whom qualifies as an "outside
director" within the meaning of Section 162(m) or any successor provision of the
Internal Revenue Code of 1986, as amended (the "Code") and applicable Treasury
regulations thereunder, if such qualification is deemed necessary in order for
the grant or the exercise of awards made under the Plan to qualify for any tax
or other material benefit to participants or the Company under applicable law.
The Committee is authorized to interpret the Plan, to prescribe, amend and
rescind rules and regulations to further the purposes of the Plan, and to make
all other determinations necessary for the administration of the Plan. All such
actions by the Committee shall be final and binding.
3. SHARES
(a) SHARES AVAILABLE. Subject to adjustment as provided in Section 6,
awards in respect of an aggregate of up to 15% of the total number of shares of
the Common Stock of the Company, par value $.001 per share (the "Common Stock"),
from time to time outstanding may be made under the Plan. From and after the
date on which the Securities and Exchange Commission first declares effective a
registration statement of the Company under the Securities Act of 1933, as
amended, relating to an initial public offering of Common Stock by the Company
and for the remainder thereafter of the term of the Plan, no participant shall
be granted awards in respect of more than 500,000 shares of Common Stock in any
calendar year. The Common Stock to be offered under the Plan shall be authorized
and unissued Common Stock, or issued Common Stock which shall have been
reacquired by the Company and held in its treasury.
(b) SHARES SUBJECT TO TERMINATED AWARDS. The Common Stock covered by
any unexercised portion of terminated stock options granted under the Plan may
again be subject to new awards under the Plan. In the event the purchase price
of a stock option is paid in whole or in part
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through the delivery of Common Stock, only the net number of shares of Common
Stock issuable in connection with the exercise of the option shall be counted
against the number of shares remaining available for the grant of awards under
the Plan.
4. FAIR MARKET VALUE
For all purposes under the Plan, the term "Fair Market Value" shall
mean, as of any applicable date: (i) if the principal securities market on which
the Common Stock is traded is the New York Stock Exchange, another national
securities exchange or The Nasdaq National Market ("NNM"), the closing price of
the Common Stock on such exchange or NNM, as the case may be, or if no sale of
the Common Stock shall have occurred on such date, on the next preceding date on
which there was a reported sale; or (ii) if the Common Stock is not traded on a
national securities exchange or NNM, the closing price on such date as reported
by The Nasdaq SmallCap Market, or if no sale of the Common Stock shall have
occurred on such date, on the next preceding date on which there was a reported
sale; or (iii) if the principal securities market on which the Common Stock is
traded is not a national securities exchange, NNM or The Nasdaq SmallCap Market,
the average of the bid and asked prices reported by the National Quotation
Bureau, Inc.; or (iv) if the price of the Common Stock is not so reported, the
Fair Market Value of the Common Stock as determined in good faith by the
Committee.
5. DISCRETIONARY AWARDS OF STOCK OPTIONS
(a) DISCRETIONARY AWARDS. The Committee shall have the discretion to
grant awards of stock options under the Plan to employees, consultants and
advisors of the Company or any of its subsidiaries ("Discretionary Awards"),
provided that such consultants or advisors render bona fide services which are
not in connection with the offer or sale of securities in a capital-raising
transaction. The Committee shall determine and designate from time to time those
individuals who shall receive Discretionary Awards and the number of shares of
Common Stock to be covered by, and the other terms and conditions of, each
Discretionary Award. In making its determinations, the Committee shall take into
account the present and potential contributions of the respective individuals to
the success of the Company, and such other factors as the Committee shall deem
relevant in connection with accomplishing the purposes of the Plan. Each
Discretionary Award shall be evidenced by a written stock option agreement in
such form as the Committee shall approve from time to time.
(b) DESIGNATION OF DISCRETIONARY AWARDS. Discretionary Awards may be in
the form of stock options which qualify as "incentive stock options" ("Incentive
Stock Options") within the meaning of Section 422 or any successor provision of
the Code, or stock options which do not so qualify ("Nonqualified Options"),
provided, however, that Incentive Stock Options cannot be granted under the Plan
with respect to more than five million (5,000,000) shares of Common Stock. Each
Discretionary Award shall be designated in the applicable stock option agreement
as an Incentive Stock Option or a Nonqualified Option, as appropriate.
(c) EXERCISE PRICE. Discretionary Awards shall be granted at an
exercise price of not less than 100% of the Fair Market Value on the date of
grant. Incentive Stock Options granted to a
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participant who at the time of such grant owns (within the meaning of Section
424(d) of the Code) more than ten percent of the voting power of all classes of
stock of the Company (a "10% Holder") shall be granted at an exercise price of
not less than 110% of the Fair Market Value on the date of grant.
(d) TERM AND TERMINATION. The Committee shall determine the term within
which each Discretionary Award may be exercised, in whole or in part, provided
that (i) such term shall not exceed ten years from the date of grant; (ii) the
term of an Incentive Stock Option granted to a 10% Holder shall not exceed five
years from the date of grant; and (iii) the aggregate Fair Market Value
(determined on the date of grant) of Common Stock with respect to which
Incentive Stock Options granted to a participant under the Plan or any other
plan of the Company and its subsidiaries become exercisable for the first time
in any single calendar year shall not exceed $100,000. Unless otherwise
determined by the Committee, all rights to exercise Discretionary Awards shall
terminate on the first to occur of (i) the scheduled expiration date as set
forth in the applicable stock option agreement, or (ii) 30 days following the
date of termination of employment for any reason other than the death or
permanent disability (as defined in the Code) of the participant, or (iii) one
year following the date of termination of employment by reason of the
participant's death or permanent disability.
(e) OTHER TERMS AND CONDITIONS. The Committee shall have the discretion
to determine terms and conditions, consistent with the Plan, that will be
applicable to Discretionary Awards. Discretionary Awards granted to the same or
different participants, or at the same or different times, need not contain
similar provisions.
6. ADJUSTMENTS TO REFLECT CAPITAL CHANGES
The number and kind of shares subject to outstanding Discretionary
Awards, the exercise price applicable thereto, and the number and kind of shares
available for Discretionary Awards subsequently granted under the Plan shall be
appropriately adjusted to reflect any stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other change in capitalization
with a similar substantive effect upon the Plan or the awards granted under the
Plan. The Committee shall have the power and sole discretion to determine the
nature and amount of the adjustment to be made in each case. The adjustment so
made shall be final and binding on all participants.
7. PAYMENT FOR STOCK
Full payment for shares purchased upon exercise of awards granted under
the Plan shall be made at the time the award is exercised in whole or in part.
Payment of the purchase price shall be made in cash or in such other form as the
Committee may approve, including, without limitation, (i) by the delivery to the
Company by the participant of a promissory note containing such terms as the
Committee may determine, or (ii) by the delivery to the Company by the
participant of shares of Common Stock that have been held by the participant for
at least six months prior to exercise of the award, valued at the Fair Market
Value of such shares on the date of exercise or (iii) pursuant to a cashless
exercise arrangement with a broker on such terms as the Committee may determine;
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provided, however, that if payment is made pursuant to clause (i), the par value
of the purchased shares shall be paid in cash. No shares of Common Stock shall
be issued to the participant until such payment has been made, and a participant
shall have none of the rights of a stockholder with respect to options held by
such participant.
8. TRANSFERABILITY
Unless otherwise determined by the Committee with respect to
Nonqualified Options, options granted under the Plan shall not be transferable
other than by will or the laws of descent and distribution and are exercisable
during a participant's lifetime only by the participant.
9. WITHHOLDING
The Company shall have the right to deduct from all amounts paid to a
participant in cash as salary, bonus or other compensation any taxes required by
law to be withheld in respect of awards granted under the Plan. In the
Committee's discretion, a participant may be permitted to elect to have withheld
from the shares otherwise issuable to the participant, or to tender to the
Company, the number of shares of Common Stock whose Fair Market Value equals the
amount required to be withheld.
10. CONSTRUCTION OF THE PLAN
The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of Florida,
without regard to the conflict of law provisions of such laws that would compel
the application of the substantive laws of any other jurisdiction.
11. NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT
No person shall have any claim of right to be granted an award under
the Plan. Neither the Plan nor any action taken hereunder shall be construed as
giving any employee any right to be retained in the employ of the Company or any
of its subsidiaries or as giving any consultant or adviser any right to continue
to serve in such capacity.
12. AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES
Income recognized by a participant pursuant to the provisions of the
Plan shall not be included in the determination of benefits under any employee
pension benefit plan (as such term is defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974) or group insurance or other benefit
plans applicable to the participant which are maintained by the Company
or any of its subsidiaries, except as may be provided under the terms of such
plans or determined by resolution of the Board.
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13. NO STRICT CONSTRUCTION
No rule of strict construction shall be implied against the Company,
the Committee, or any other person in the interpretation of any of the terms of
the Plan, any award granted under the Plan or any rule or procedure established
by the Committee.
14. CAPTIONS
All Section headings used in the Plan are for convenience only, do not
constitute a part of the Plan, and shall not be deemed to limit, characterize or
affect in any way any provisions of the Plan, and all provisions of the Plan
shall be construed as if no captions have been used in the Plan.
15. SEVERABILITY
Whenever possible, each provision in the Plan and every award at any
time granted under the Plan shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of the Plan or
any award at any time granted under the Plan shall be held to be prohibited by
or invalid under applicable law, then such provision shall be deemed amended to
accomplish the objectives of the provision as originally written to the fullest
extent permitted by law, and all other provisions of the Plan and every other
award at any time granted under the Plan shall remain in full force and effect.
16. LEGENDS
All certificates for Common Stock delivered under the Plan shall be
subject to such transfer and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange or quotation system upon which the
Common Stock is then listed or quoted and any applicable federal or state
securities law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate references to such restrictions.
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17. AMENDMENT
The Board may, by resolution, amend or revise the Plan, except that
such action shall not be effective without stockholder approval if such
stockholder approval is required to maintain the compliance of the Plan and/or
awards granted to directors, executive officers or other persons with Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended, or any
successor rule. The Board may not modify any options previously granted under
the Plan in a manner adverse to the holders thereof without the consent of such
holders, except in accordance with the provisions of Section 6.
18. EFFECTIVE DATE; TERMINATION OF PLAN
The Plan shall become effective on April 1, 1998, provided it has been
approved by the stockholders of the Company. The Plan shall terminate on March
31, 2008, unless it is earlier terminated by the Board. Termination of the Plan
shall not affect awards previously granted under the Plan.
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