EXHIBIT 99.11
MARKET GUIDE INC.
Key Employee Incentive Plan
General Purpose of the Plan:
This plan is called the 1995 Market Guide Key Employee Incentive Plan.
The purpose of the Plan is to enable Market Guide Inc. (the "Company") to
attract and retain qualified employees making substantial contributions to the
Company's success by their ability, ingenuity and industry, and to enable such
employees to participate in the long term success and growth of the Company
through an equity interest in the Company.
Administration.
The Plan shall be administered by a Committee of not less than three
Disinterested Persons appointed by the Board of Directors, who shall have the
power and authority to grant Stock Options or Restricted Stock as allowed under
the Plan.
The Committee shall determine which officers and key employees to whom
and in what type and amount an award may be granted. Grant amounts may be mixed
in kind and amounts.
The Committee shall determine the terms and conditions of any award
granted hereunder, including restrictions on any award based on performance or
such other factors as the Committee may determine, and any vesting features
based on factors as the Committee may determine, in its sole discretion to be in
the best interest of Market Guide Inc.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and Plan
participants.
Stock Subject to Plan.
The total number of shares of Stock which shall be reserved and
available for distribution under the Plan shall be 275,000 before the proposed
one for four share split, which is being considered by the Company's
shareholders simultaneously with this plan. Such shares may consist of
authorized and unissued shares or treasury shares.
In the event of any change in corporate structure affecting the Stock,
a substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan and in the number of
shares subject to Restricted Stock awards granted under the Plan as may be
determined to be appropriate by the Committee.
Eligibility
Officers and key employees (but excluding members of the Committee)
are eligible.
Stock Options for Employees.
Stock Options may be granted either alone or in addition to other
awards granted under the Plan as the Committee may from time to time approve,
and need not be the same with respect to each optionee.
The Stock Options granted under the Plan may be two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Option. No term of this
Plan or authority granted under the Plan shall be interpreted or exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section
422A of the Internal Revenue Code.
Stock Options granted under the Plan shall be subject to the following
terms:
(i) The option price shall be not less than 100% of the Fair Market
Value of the Stock as determined by the Company's Board of
Directors on the date of grant of the Option.
(ii) The options must be granted within ten years of the adoption of
the plan, but awards made prior to ten years may be exercised
beyond such date.
(iii) No Stock Option shall be exercisable more than ten years after
the date such Stock Option is granted.
(iv) No Stock Option shall be transferable by the Optionee otherwise
than by will or by the laws of descent and distribution. All
Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee.
(v) If any optionee's employment terminates by reason of death, the
Stock Option may thereafter be immediately exercised by the
legal representative of the optionee's estate or by the legatee
of the optionee under the will of the optionee, for a period of
three years from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is
shorter.
(vi) If an optionee's voluntarily terminates employment with the
Company the vesting accrual period of any outstanding options,
or any other terms and conditions precedent to the vesting of
title in such options shall cease to accrue. Any vested options
such person owns must be exercised within three months from
such termination date.
(vii) If any optionee's employment terminates by reason of Disability
any Stock Option held by such optionee must be exercised within
a period of one year or the expiration of the stated term of
such Stock Option, whichever period is shorter.
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(viii) If an optionee's employment is terminated for cause, then all
options outstanding shall be revoked.
(ix) Nothing contained herein shall be construed as creating an
obligation for an eligible employee to exercise an option, nor
does the granting of any option hereunder guarantee the
continued employment of an individual with the Company.
Exercise of Options and Payment
Options may be exercised by giving written notice of exercise to the
Company accompanied by payment in full or in part for the options exercised.
[Payment may also be made in the form of unrestricted stock owned by the
optionee or, in the case of a Non-Qualified Stock Option, Restricted Stock
subject to award hereunder may be used for payment.]
Restricted Stock.
Shares of Restricted Stock as defined by Rule 144 of the Securities
Act of 1933 as amended, (the "Act") may be issued either alone or in addition to
other awards granted under the Plan.
In addition to the requirements of Rule 144 of the Act the Committee
may impose vesting times, and terms as to it seem proper in the circumstances.
Nothing set forth here shall be construed to limit the Administrative Powers of
the Committee set forth elsewhere herein.
The Committee may require that the stock certificates evidencing such
shares be held in custody by the Company until the restrictions thereon shall
have lapsed.
The participant shall not be permitted to sell, transfer, pledge or
assign unvested shares of Restricted Stock awarded under the Plan.
Upon termination of employment for cause during the Restriction
Period, all shares still subject to restriction shall be forfeited.
Dividends paid in cash with respect to shares of Restricted Stock
shall not be subject to any restrictions or subject to forfeiture.
Amendments and Termination
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which impairs the right of an
optionee or participant under a Stock Option, or Restricted Stock, therefore
granted, without the optionee's or participant's consent, or which, without the
approval of the stockholders, would:
(i) Increase the total number of shares reserved for the Plan.
(ii) Decrease the option price of any Stock Option to less than 100%
of the Fair Market Value.
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(iii) Change the participants or class of participants eligible to
participate in the Plan.
(iv) Extend the maximum option period.
Unfunded Status of Plan
The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation.
Change of Control.
In the event of a "Change of Control" or a "Potential Change of
Control" any Stock Options which are outstanding shall become fully vested and
immediately exercisable. The restrictions imposed by the committee, if any,
applicable to any Restricted Stock which may have been awarded under the Plan
shall lapse and such shares and awards shall be deemed fully vested.
The value of all outstanding Stock Options, or shares of Restricted
Stock, would be qualified to be "redeemed" on the basis of the "Change of
Control Price."
"Change of Control Price" means the highest price per share paid in
any transaction reported on any stock exchange or in the over-the-counter market
upon which the stock is then listed or "quoted", whichever then applies to the
Stock, or paid or offered in any transaction related to the potential or actual
Change of Control of the Company at any time during the sixty day period as
determined by the Committee, except that in case of Incentive Stock Options such
price shall be based only on transactions reported for the date on which the
Committee decides to cash out such options.
A "Change of Control" means the happening of any of the following:
(i) When any "person" as such term is defined in Section 13(d) and
14(d) of the Exchange Act (other than the Company or a
Subsidiary or any Company employee benefit plan (including its
trustee), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly of
securities of the Company representing 25 percent or more of the
combined voting power of the Company's then outstanding
securities.
(ii) When, during any period of two consecutive years during the
existence of the Plan, the individuals who, at the beginning of
such period, constitute the Board (for any reason other than
death) cease to constitute at least a majority thereof, unless
each director who was not a director at the beginning of such
period was elected by, or on the recommendation of, at least
two-thirds of the directors at the beginning of such period; or
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(iii) The occurrence of a transaction requiring stockholder approval
for the acquisition of the Company by an entity other than the
Company or a Subsidiary through the purchase of assets, or by
merger, or otherwise.
A "Potential Change of Control" means the happening of any of the
following:
(i) The entering into an agreement by the Company, the consummation
of which would result in a Change of Control of the Company as
defined above; or
(ii) The acquisition of beneficial ownership, directly or indirectly,
by an entity, person or group (other than the Company or
Subsidiary or any Company employee benefit plan (including its
trustee)) of securities of the Company representing 5 percent or
more of the combined voting power of the Company's outstanding
securities and the adoption by the Board of Directors of a
resolution to the effect that a Potential Change of Control of
the Company has occurred for purposes of this Plan.
Exemptions.
A "Change of Control" shall not be deemed to occur in the event of the
purchase of an otherwise qualifying amount of securities of the company if the
acquiring person files a statement of non-intention to exercise control in
appropriate form with the Securities and Exchange Commission.
A "Change of Control" or "Potential Change of Control" shall not be
deemed to occur in the event of the death of any current holder of securities of
the Company where the transfer of such securities of the Company is made
pursuant to the Will of such holder, or by the laws of descent and distribution
to members of such holder's family or to a trust for the benefit of such class
of persons.
General Provisions.
(i) All certificates for shares of Stock delivered under the Plan
shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Commission, any
stock exchange upon which the Stock is then listed, 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 reference to such restrictions.
(ii) Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject
to stockholder approval if such approval is required and such
arrangements may be either generally applicable or applicable
only in specific cases. The adoption of the Plan shall not
confer upon any employee or director of the Company, any
Subsidiary or any Affiliate, any right to continued employment
(or, in the case of a director, continued retention as a
director) with the Company,
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a Subsidiary or an Affiliate, as the case may be, nor shall it
interfere in any way with the right of the Company, a Subsidiary
or an Affiliate to terminate the employment of any of its
employees at any time.
(iii) Each participant shall, no later than the date as of which the
value of an award first becomes includable in the gross income
of the participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Committee
regarding payment of, any Federal, State, or local taxes of any
kind required by law to be withheld with respect to the award.
The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company
(and, where applicable, its Subsidiaries and Affiliates), shall,
to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the
participant.
(iv) At the time of grant of option to purchase, the Committee may
provide that the shares of Stock received as a result of such
grant or purchase shall be subject to a right of first refusal,
pursuant to which the participant shall be required to offer the
Company any shares that participant wishes to sell with the
price being the then Fair Market Value of the Stock, and to such
other term and conditions as the Committee may specify at the
time of the grant.
(v) No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the
Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith
with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any
such action, determination or interpretation.
Effective Date of Plan.
The Plan shall be effective on the date approved by a majority vote of
the Company's Stockholders.**
**Effective August 31, 1995
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