EXHIBIT 99.13
MARKET GUIDE INC.
Independent Director's Stock Incentive Plan
General Purpose of the Plan:
This plan is called the 1995 Market Guide Independent Director's Stock
Incentive Plan. The purpose of the plan is to enable the Company to attract,
incent and reward outstanding contributions to the Company's growth which have
made through the efforts of non-employee Directors of 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 non-employee directors shall be grant
recipients. 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 such factors as the
Committee may determine, including 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 50,000 before the proposed one for four
share stock split, which is being considered by the Company's shareholders
simultaneously with this plan.* Both the Plan and the one-for-four reverse
stock split were approved by shareholders on August 31, 1995. Effective October
16, 1995, the number of shares reserved for issuance pursuant to this Plan was
12,500. 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.
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* Both the Plan and the one-for-four reverse stock spilt were approved by
shareholders on August 31, 1995. Effective October 16, 1995, the number of
shares reserved for issuance pursuant to this Plan was 12,500.
Eligibility.
Only non-employee Directors of the Company are eligible to participate in
the plan.
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 only be non-qualified stock
options.
Stock Options granted under the Plan shall be subject to the following
terms:
(i) The option price shall be determined by the Committee 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 tenure as Director 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 withdraws as a Director of 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. If an eligible
Director voluntary withdraws from the Board they must exercise
any vested options they own within three months from such
withdrawal date.
(vii) If an optionee's Directorship is terminated for cause, then all
options outstanding shall be revoked.
Exercise of Options and Payment
Options may be exercised by giving written notice of exercise to the
Company accompanied by payment in full, in cash.
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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 participant shall not be permitted to sell, transfer, pledge or assign
unvested shares of Restricted Stock awarded under the Plan.
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.
(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
compensation.
Change of Control.
In the event of a "Change of Control" or a "Potential Chance 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 "Chance of Control
Price".
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"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 tune 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
(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
mercer, 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 or securities of the company if the
acquiring person files a
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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 or 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, 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
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other terms 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 of
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 stockholders.**
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** Effective August 31, 1995.
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