Exhibit 10.4
GEOSYSTEMS GLOBAL CORPORATION
1995 STOCK OPTION PLAN
I. THE PLAN
1. Purpose. The purpose of this Plan is to provide a means whereby
Geosystems Global Corporation (the "Company") may, through the grant of stock
options to Key Employees, as defined below, attract and retain persons of
ability as employees, and motivate such persons to exert their best efforts on
behalf of the Company or any present or future Subsidiary thereof. As used
herein, the term "Subsidiary" shall mean any corporation which at the time an
option is granted under this Plan qualifies as a subsidiary of the Company under
the definition of "subsidiary corporation" contained in Section 424(f) of the
Internal Revenue Code of 1954 (the "Code"), as amended from time to time, or any
similar provision hereafter enacted, except that such term shall not include any
corporation which is classified as a foreign corporation pursuant to Section
7701 of the Code. The term "Key Employees" shall mean those employees (including
officers who are also employees) of the Company or of any Subsidiary, who, in
the judgment of the Committee defined in Section 2 below, are considered
especially important to the future of the Company. The options to purchase
Common Stock, $0.001 par value, of the Company ("Stock") granted under the Plan
("Options") are intended to be either incentive stock options within the meaning
of Section 422 of the Code ("Incentive Stock Options") or options that do not
meet the requirements for Incentive Stock Options ("Nonqualified Stock
Options").
2. Administration of the Plan. The Plan shall be administered by the Stock
Option Committee (the "Committee") of the Board of Directors of the Company (the
"Board"). The function of the Committee may be performed by another standing
committee of the Company's Board or a portion thereof (provided that the members
are qualified hereunder) and all references hereunder to the Committee shall be
deemed to refer to such committee or portion thereof. The Committee shall
consist of not less than three members of the Board, each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3 (or any successor rule
or regulation) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Members of the Committee shall be appointed by the Board
and serve at the Board's pleasure. Each member of the Committee shall be a
member of the Board. Any vacancy occurring in the membership of the Committee
shall be filled by appointment by the Board. All decisions and selections by the
Committee pursuant to the provisions of the Plan shall be made by a majority of
its members. A member of the Committee who is eligible to receive a stock option
under the Plan shall not vote on any question relating specifically to that
member. Any decision reduced to writing and
signed by all of the members shall be fully effective as if it had been
unanimously made at a duly held meeting of the Committee.
The Committee may interpret the Plan, prescribe, amend and rescind any
rules and regulations necessary or appropriate for the administration of the
Plan or for the continued qualification of any stock options granted to Key
Employees, and make such other determinations and take such other actions as it
deems necessary or advisable. Without limiting the generality of the foregoing,
the Committee may, in its discretion, treat all or any portion of any period
during which a Key Employee is on military leave or on an approved leave of
absence from the Company or a Subsidiary as a period of employment by the
Company or such Subsidiary, as the case may be, and not as an interruption of
employment, for purposes of maintaining the Key Employee's continuous status as
an employee and accrual of rights under any Options. Any interpretation,
determination or other action made or taken by the Committee shall be final,
binding and conclusive.
II. OPTIONS
1. Options. Subject to the provisions of the Plan, the Committee may grant
Options from time to time in accordance with provisions of this Article II.
2. Shares Subject to Options. Options may be granted by the Company from
time to time to Key Employees to purchase an aggregate of 657,000 shares of
Stock (subject to adjustment hereunder). The Company shall reserve said number
of shares for Options granted under the Plan subject to adjustment as provided
in Section 1 of Article VII. The shares issued upon the exercise of Options
granted under the Plan may be authorized and unissued shares or shares held by
the Company in its treasury. If any Options granted hereunder should expire or
become unexercisable for any reason without having been exercised in full, the
unpurchased shares which were subject to an Option shall, unless the Plan shall
have been terminated, be available for the grant of other Options under the
Plan.
3. Grant of Options to Key Employees. Subject to the provisions of the
Plan, and in particular this Article II, the Committee shall (i) determine and
designate from time to time those Key Employees to whom Options are to be
granted and the number of shares of Stock to be optioned to each such employee
and (ii) determine the time or times when and the manner in which each Option
shall be exercisable and the duration of the exercise period. Notwithstanding
the above, no option shall be granted pursuant to this Section 3 after the
expiration of ten (10) years
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from the effective date of the Plan as defined in Section 5 of Article IV
hereof.
Options need not be identical and in fixing the terms of any Option, the
Committee may take into account such individual factors bearing on the value of
an employee as it considers appropriate.
4. Terms and Conditions of Options. Each Option granted under the Plan to
a Key Employee pursuant to Section 3 hereof shall be evidenced by an agreement
with the Optionee (the "Option Agreement") in a form approved by the Committee.
Each Option and the Option Agreement shall be subject to the following express
terms and conditions and to such other terms and conditions as the Committee may
deem appropriate.
(a) Option Period. Subject to the terms of Section 3 hereof, each Option
Agreement shall specify the period for which the Option thereunder is granted
and exercisable, as determined by the Committee, and shall provide that the
Option shall expire at the end of such period. In no event shall any Incentive
Stock Option be exercisable after the termination of ten (10) years from the
date of grant provided, however, that if the exercise price is determined
pursuant to Section 4(c)(2) hereof, an Incentive Stock Option shall not be
exercisable after the expiration of five (5) years from the date of grant.
(b) Date of Grant. The date of grant of an Option to a Key Employee under
the Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the determination shall be
given to each Key Employee to whom an Option is so granted within a reasonable
time after the date of such grant.
(c) Option Price.
(1) The option price per share of Stock shall be determined by the
Committee at the time any Option is granted and shall not be less than (A) in
the case of Incentive Stock Options, the fair market value of one share of Stock
on the date the Incentive Stock Option is granted or (B) in the case in the case
of Nonqualified Stock Options, the lesser of $0.10 per share or the fair market
value of one share of stock on the date the Nonqualified Stock Option is
granted. The Committee shall have full authority to determine the fair market
value of a share of stock. If the Stock is traded in the over-the-counter
market, then such fair market value shall be deemed to be the arithmetical mean
between the asked and the bid prices between the opening of the market and
closing on such date, as reported by any market makers in the Stock. If the
Stock is traded on an exchange, then such fair market value shall be deemed to
be the arithmetical mean of
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the high and low prices at which it is quoted or traded between the opening of
the market and closing on such day on the exchange on which it generally has the
greatest trading volume.
(2) If an Incentive Stock Option is granted to a Key Employee then
owning Stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any Subsidiary taking into account the
attribution rules of Section 424(d) of the Code, then the Committee shall set
the Incentive Stock Option price per share of Stock at 110% of the Incentive
Stock Option price determined pursuant to subsection (1) hereof.
(d) Exercise of Option. (1) Subject to subsection (2) below, the Option
Agreement may provide that the Option may be exercised in such installments as
the Committee may determine during the option period.
(2) In the event the aggregate fair market value (determined at the time
the option is granted) of stock with respect to which Incentive Stock Options
are exercisable hereunder for the first time by any Key Employee during any one
calendar year (under this Plan and all other Incentive Stock Option Plans of the
Company or any Subsidiary) shall exceed $100,000, such options shall be treated
in part as Incentive Stock Options and in part as Nonqualified Stock Options,
taking options into account in the order in which they were granted. In such a
case the Company may designate the shares of stock that are to be treated as
stock acquired pursuant to the exercise of an Incentive Stock Option by issuing
a separate certificate for such shares and identifying the certificate as
Incentive Stock Option shares in the stock transfer records of the Company.
(e) Exercise During Employment or Following Retirement, Termination,
Disability or Death. Unless otherwise provided in the terms of an Option
Agreement, an Option may be exercised by an Optionee only while the Optionee is
an employee of the Company or a Subsidiary and has maintained continuous status
as an employee since the date of the grant of the Option, except if the
Optionee's continuous employment ceases by reason of the Optionee's voluntary
termination of employment, retirement, involuntary termination due to staff
reduction or other internal reorganization, disability or death. If the
continuous employment of an Optionee ceases as a result of the Optionee's
voluntary termination of employment, retirement or involuntary termination due
to staff reduction or other internal reorganization, the Optionee may, but only
within a period of ninety (90) days beginning on the day following the date of
such termination of employment (and no later than the date the Option would
otherwise expire), exercise the option to the extent that Optionee was entitled
to exercise it at the date of such termination of continuous employment. If the
continuous employment
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of an Optionee is terminated as a result of the Optionee`s disability, such
Optionee may, but only within a one (1) year period from the date of such
termination of employment (and no later than the date that the Option would
otherwise expire), exercise the option to the extent the Optionee was entitled
to exercise the Option immediately prior to the Optionee's death, such Option of
the deceased Optionee may be exercised, but only within one (1) year from the
date of the Optionee's death (and no later than the date on which such Option
would otherwise expire), by the person or persons (including the Optionee's
estate) to whom the Optionee's rights under such Option shall have passed by
will or by the laws of descent and distribution. Termination of continuous
employment for any other reason, including termination for cause (under the
Company's then existing personnel policies), shall result in the immediate
cancellation of the Option.
The terms "continuous employment" and "continuous status as an employee"
mean the absence of any interruption or termination of employment with the
Company or with any present or future Subsidiary. Employment shall not be
considered interrupted in the case of transfers between the Company and any
Subsidiary or between Subsidiaries, nor in the case of any military leave or any
approved leave of absence which the Committee, in its discretion, treats as a
period of employment.
(f) Non-transferability. No Option granted to a Key Employee under the
Plan shall be transferable other than by will or by the laws of descent and
distribution. During the lifetime of the Optionee, an Option shall be
exercisable only by the Optionee.
(g) No Rights as Shareholder. No Optionee shall have any rights as a
shareholder with respect to any shares of Stock subject to the Optionee's Option
prior to the date of issuance to the Optionee of a certificate or certificates
for such shares.
(h) No Rights to Continued Employment. The Plan and any Option granted
pursuant to Section 3 of this Article II shall not confer upon any Key Employee
any right with respect to continuance of employment by the Company or any
Subsidiary nor shall they interfere in any way with the right of the Company or
any Subsidiary employing an Optionee to terminate the Optionee's employment at
any time.
5. Disposition of Shares by Key Employees. (1) With respect to shares of
Stock acquired as a result of the exercise of an Incentive Stock Option, any
disposition of such shares other than by will or by the laws of descent and
distribution before the later of the expiration of the two (2) year period
beginning on the date such Incentive Stock Option was granted or the expiration
of the one (1) year period beginning on the date of the transfer of such
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share pursuant to such exercise, will not be prohibited by the Plan, but may
disqualify the disposition from receiving favorable tax treatment under Section
421(a) of the Code.
(2) No share of Stock acquired as a result of the exercise of a
Nonqualified Stock Option granted under the Plan shall be subject to any
restrictions on transferability or otherwise on account of the Plan.
6. Code Requirements for Incentive Stock Options. Each Incentive Stock
Option Agreement shall contain such terms and provisions as the Committee may
determine to be necessary or desirable in order to qualify such Incentive Stock
Option as an Incentive Stock Option within the meaning of Section 422 of the
Code.
III. EXERCISE AND PURCHASE PROVISIONS
1. Limitation on Exercise of Options. Each Option granted under the Plan
shall provide that the option may not be exercised in whole or in part by the
Optionee for less than 100 shares of Stock unless only less than 100 shares of
Stock remain subject to the Option. In addition, an Option may not be exercised
for a fractional share.
2. Payment of Purchase Price upon Exercise of Option. Each Option granted
under the Plan shall provide that the purchase price of the shares as to which
an Option is exercised will be paid to the Company at the time of exercise,
either in cash, or in Stock already owned by the Optionee or to be acquired by
the Optionee upon exercise of the Option, and having a total fair market value,
as determined by the Committee, equal to the purchase price, or in a combination
of cash and Stock having a total fair market value, as so determined, equal to
the purchase price.
3. Procedure for Exercising Options. Each Option granted under the Plan
shall be exercisable at such times and under such conditions as shall be
permissible under the terms of the Plan and the Incentive Stock Option Agreement
or the Nonqualified Stock Option Agreement, as the case may be.
An option may be exercised, subject to the applicable provisions of this
Plan relative to its termination and limitations on its exercise, from time to
time only by (i) written notice of intent to exercise the Option with respect to
a specified number of shares and, contemporaneously with delivery of each such
notice, (ii) tender of the purchase price as provided in Section 2 hereof. Each
such notice and payment shall be delivered, or mailed by
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prepaid registered or certified mail, addressed to the Treasurer of the Company
at its executive offices.
In connection with the exercise of an option, the Optionee may complete
and sign an Option Exercise Form along with signed written instructions to the
Company instructing the Company to deliver the Stock to a broker or other party.
Upon receipt of such signed, completed Option Exercise Form, the written, signed
instructions, and full payment in cash for the Stock to be acquired, the Company
shall deliver the Stock to the broker or other party in accordance with the
written instructions.
IV. MISCELLANEOUS PROVISIONS
1. Adjustments in Event of Change in Common Stock. In the event of any
change in the Common Stock of the Company by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination,
or exchange of shares, or rights offering to purchase Common Stock at a price
substantially below fair market value, or of any similar change affecting the
Stock, the number and kind of shares which thereafter may be optioned and sold
under the Plan pursuant to Articles II and III hereof and the number and kind of
shares subject to Option in outstanding option agreements and the purchase price
per share thereof shall be appropriately adjusted consistent with such change in
such manner as the Committee may deem equitable to prevent substantial dilution
or enlargement of the rights granted to, or available for, participants in the
Plan.
2. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Options thereunder and the obligations 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 government or
regulatory agency as may be required. The Company shall not be required to issue
or deliver any certificates for shares of Stock prior to the completion of any
registration or qualification of such shares under any federal or state law, or
any ruling or regulation of any government body which the Company shall, in its
sole discretion, determine to be necessary or advisable.
3. Modification of Options. At any time and from time to time the Board of
the Company may authorize the modification of any outstanding Option, provided
no such modification, extension or renewal shall confer on the holder of said
Option any right or benefit which could not be conferred by the grant of a new
Option at such time or impair the Option without the consent of the holder of
the option.
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4. Amendment and Termination of the Plan. The Board of Directors of the
Company may amend, suspend or terminate the Plan except that no action of the
Board may increase (other than as provided in Section 1 hereof) the maximum
number of shares permitted to be optioned under the Plan, reduce the minimum
option price provided for in Section 4(c) of Article II or extend the period
within which Options may be exercised, unless such action of the Board shall be
subject to approval or ratification by the shareholders of the Company.
5. Effective Date of the Plan. The effective date of the Plan shall be the
date of its adoption by the Board of Directors of the Company, but such adoption
shall be subject to approval and ratification of a majority of the shareholders
of the Company entitled to vote within twelve (12) months of the date the Plan
is adopted.
6. Interpretation of Incentive Stock Options. The terms of this Plan which
relate to the grant of Incentive Stock Options to Key Employees are intended to
comply with rules and regulations regarding the qualification of Incentive Stock
Options under Section 422 of the Code, and the Plan shall be interpreted and
construed accordingly. Except with respect to certain disqualifying dispositions
of Stock acquired as a result of the exercise of an incentive Stock Option,
which are not prohibited by the Plan, if a provision of the Plan conflicts with
any such rule or regulation, then the provision of the Plan shall be void and of
no force and effect.
7. Options and Rights in Substitution for Stock Options Granted by Other
Corporations. Options may be granted under the Plan from time to time in
substitution for stock options held by employees of corporations who become or
are about the become key employee of the Company or a Subsidiary as the result
of a merger or consolidation of the employing corporation with the Company or a
Subsidiary, or the acquisition by the Company or a Subsidiary of the assets of
the employing corporation, or the acquisition by the Company or a Subsidiary of
stock of the employing corporation as the result of which it becomes a
Subsidiary. The terms and conditions of the Substitute Options so granted may
vary from the terms and conditions set forth in Section 4 of Article II of this
Plan to such extent as the Board of Directors at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the options in
substitution for which they are granted.
8. Acceleration of Exercisability on Change in Control. Upon a Change in
Control of the Company, all Options theretofore granted and not previously
exercisable shall become fully exercisable to the same extent and in the same
manner as if they had become
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exercisable by passage of time in accordance with the provisions of the Plan
relating to periods of exercisability to termination of employment.
For purposes of the Plan, a "Change in Control" of the Company shall mean
a change in control of a nature that would be required to be reported in
response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act; provided that, without limitation, such a change in control shall
be deemed to have occurred if: (A) any "person" (as such term is used an Section
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, or
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding stock; (B) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board cases for any reason to constitute a majority thereof, unless the
election, or the nomination for election by the Company's shareholders, of each
new director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period; or (C) the
business of the Company for which the Optionee's services are principally
performed is disposed of by the Company pursuant to a partial or complete
liquidation of the Company, a sale of assets of the Company, or otherwise.
A Change in Control shall also be deemed to occur if (A) the Company
enters into an agreement, the consummation of which would result in the
occurrence of a Change of Control of the Company, (B) any person (including the
Company) publicly announces an intention to take or to consider taking actions
which if consummated would constitute a Change in Control of the Company, or (C)
the Board adopts a resolution to the effect that a potential Change in Control
of the Company for purposes of this Plan has occurred.
9. Successors and Assigns. This Plan shall be binding upon the legally
constituted successors of the Company. Upon the dissolution or merger of the
Company into a successor corporation, or any transaction resulting in the
transfer or exchange of shares involving the Company, this Plan shall be binding
upon and, if required, shall be adopted by the shareholders of said successor
entity. The obligations created under this Plan regarding adoption,
implementation and exercise under this Plan shall be binding upon said successor
entity.
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