EXHIBIT 10.02
ONESOURCE INFORMATION SERVICES, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
1. Purpose and Eligibility
The purpose of this 1999 Stock Option and Incentive Plan (the "Plan")
of OneSource Information Services, Inc. (the "Company") is to provide stock
options and other equity interests in the Company (each an "Award") to
employees, officers, directors, consultants and advisors of the Company and its
Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any
person to whom an Award has been granted under the Plan is called a
"Participant". Additional definitions are contained in Section 8.
2. Administration
a. Administration by Board of Directors. The Plan will be
administered by the Board of Directors of the Company (the "Board"). The Board,
in its sole discretion, shall have the authority to grant and amend Awards, to
adopt, amend and repeal rules relating to the Plan and to interpret and correct
the provisions of the Plan and any Award. All decisions by the Board shall be
final and binding on all interested persons. Neither the Company nor any member
of the Board shall be liable for any action or determination relating to the
Plan.
b. Appointment of Committees. To the extent permitted by
applicable law, the Board may delegate any or all of its powers under the Plan
to one or more committees or subcommittees of the Board (a "Committee"). All
references in the Plan to the "Board" shall mean such Committee or the Board.
c. Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to grant Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of Awards to be granted and the maximum number of shares issuable to any one
Participant pursuant to Awards granted by such executive officers.
3. Stock Available for Awards
a. Number of Shares. Subject to adjustment under Section 3(c),
the aggregate number of shares of Common Stock of the Company (the "Common
Stock") that may be issued pursuant to the Plan is 2,800,000 shares. If any
Award expires, or is terminated, surrendered or forfeited, in whole or in part,
the unissued Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan. If shares of Common Stock issued pursuant to the
Plan are repurchased by, or are surrendered or forfeited to, the Company at no
more than cost, such shares of Common Stock shall again be available for the
grant of Awards under the Plan; provided, however, that the cumulative number of
such shares that may be so reissued under the Plan will not exceed 3,300,000
shares. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.
b. Per-Participant Limit. Subject to adjustment under Section
3(c), no Participant may be granted Awards during any one fiscal year to
purchase more than 250,000 shares of Common Stock.
c. Adjustment to Common Stock. In the event of any stock split,
stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, combination, exchange of shares, liquidation, spin-off,
split-up, or other similar change in capitalization or event, (i) the number and
class of securities available for Awards under the Plan and the per-Participant
share limit, (ii) the number and class of securities, vesting schedule and
exercise price per share subject to each outstanding Option, (iii) the
repurchase price per security subject to repurchase, and (iv) the terms of each
other outstanding stock-based Award shall be adjusted by the Company (or
substituted Awards may be made) to the extent the Board shall determine, in good
faith, that such an adjustment (or substitution) is appropriate. If Section
7(e)(i) applies for any event, this Section 3(c) shall not be applicable.
4. Stock Options
a. General. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option and the Common Stock
issued upon the exercise of each Option, including vesting provisions,
repurchase provisions and restrictions relating to applicable federal or state
securities laws, as it considers advisable.
b. Incentive Stock Options. An Option that the Board intends to
be an "incentive stock option" as defined in Section 422 of the Code (an
"Incentive Stock Option") shall be granted only to employees of the Company and
shall be subject to and shall be construed
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consistently with the requirements of Section 422 of the Code. The Board and the
Company shall have no liability if an Option or any part thereof that is
intended to be an Incentive Stock Option does not qualify as such. An Option or
any part thereof that does not qualify as an Incentive Stock Option is referred
to herein as a "Nonstatutory Stock Option".
c. Exercise Price. The Board shall establish the exercise price
(or determine the method by which the exercise price shall be determined) at the
time each Option is granted and specify it in the applicable option agreement.
d. Duration of Options. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement.
e. Exercise of Option. Options may be exercised only by delivery
to the Company of a written notice of exercise signed by the proper person
together with payment in full as specified in Section 4(f) for the number of
shares for which the Option is exercised.
f. Payment Upon Exercise. Common Stock purchased upon the
exercise of an Option shall be paid for by one or any combination of the
following forms of payment:
(i) by check payable to the order of the Company;
(ii) except as otherwise explicitly provided in the
applicable option agreement, and only if the Common Stock is then publicly
traded, delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price, or delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price; or
(iii) to the extent explicitly provided in the applicable
option agreement, by (x) delivery of shares of Common Stock owned by the
Participant valued at fair market value (as determined by the Board or as
determined pursuant to the applicable option agreement), (y) delivery of a
promissory note of the Participant to the Company (and delivery to the Company
by the Participant of a check in an amount equal to the par value of the shares
purchased), or (z) payment of such other lawful consideration as the Board may
determine.
5. Restricted Stock
a. Grants. The Board may grant Awards entitling Participants to
acquire shares of Common Stock, subject to (i) delivery to the Company by the
Participant of a check in an amount at least equal to the par value of the
shares purchased, and (ii) the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price from the
Participant in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each, a
"Restricted Stock Award").
b. Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award. Any stock certificates issued in
respect of a Restricted Stock Award shall be registered in the name of the
Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). After the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or, if the Participant has died, to the
beneficiary designated by a Participant, in a manner determined by the Board, to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.
6. Other Stock-Based Awards
The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including, without limitation, the grant of shares based upon certain
conditions, the grant of securities convertible into Common Stock and the grant
of stock appreciation rights, phantom stock awards or stock units.
7. General Provisions Applicable to Awards
a. Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.
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b. Documentation. Each Award under the Plan shall be evidenced by
a written instrument in such form as the Board shall determine or as executed by
an officer of the Company pursuant to authority delegated by the Board. Each
Award may contain terms and conditions in addition to those set forth in the
Plan provided that such terms and conditions do not contravene the provisions of
the Plan.
c. Board Discretion. The terms of each type of Award need not be
identical, and the Board need not treat Participants uniformly.
d. Termination of Status. The Board shall determine the effect on
an Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during which, the Participant, or the Participant's
legal representative, conservator, guardian or Designated Beneficiary, may
exercise rights under the Award.
e. Acquisition of the Company
(i) Consequences of an Acquisition.
(A) Acquisition Intended to be Accounted for as
a Pooling-of-Interests. With respect to an Acquisition intended to be accounted
for as a pooling-of-interests: (x) all outstanding Awards shall remain the
obligation of the Company or be assumed by the surviving or acquiring entity,
and there shall be automatically substituted for the shares of Common Stock then
subject to such Awards the consideration payable with respect to the outstanding
shares of Common Stock in connection with the Acquisition and (y) if a recipient
of an Award is terminated by the surviving or acquiring Company without Cause
(as defined in the applicable option agreement) before the first anniversary of
the consummation of the Acquisition, then upon the consummation of the
Acquisition, (1) all Options then outstanding shall become immediately
exercisable in full and will terminate, to the extent unexercised, on their
scheduled expiration date, and if the shares of Common Stock subject to such
Options are subject to repurchase provisions, then such repurchase provisions
shall immediately lapse; (2) all Restricted Stock Awards then outstanding shall
become free of all repurchase provisions; and (3) all other stock-based Awards
shall become exercisable, realizable or vested in full, or shall be free of all
repurchase provisions, as the case may be
(B) Acquisition Intended to be Accounted for
under the Purchase Method. Unless otherwise expressly provided in the applicable
Option or Award, upon the occurrence of an Acquisition intended to be accounted
for under the purchase method, the Board or the board of directors of the
surviving or acquiring entity (as used in this Section 7(e)(i)(B), also the
"Board"), shall, as to outstanding Awards (on the same basis or on different
bases, as the Board shall specify), make appropriate provision for the
continuation of such Awards by the Company or the assumption of such Awards by
the surviving or acquiring entity and by substituting on an equitable basis for
the shares then subject to such Awards either (a) the consideration payable with
respect to the outstanding shares of Common Stock in connection with the
Acquisition, (b) shares of stock of the surviving or acquiring corporation or
(c) such other securities as the Board deems appropriate, the fair market value
of which (as determined by the Board in its sole discretion) shall not
materially differ from the fair market value of the shares of Common Stock
subject to such Awards immediately preceding the Acquisition. In addition to or
in lieu of the foregoing, with respect to outstanding Options, the Board may,
upon written notice to the affected optionees, provide that one or more Options
must be exercised, to the extent then exercisable or to be exercisable as a
result of the Acquisition, within a specified number of days of the date of such
notice, at the end of which period such Options shall terminate; or terminate
one or more Options in exchange for a cash payment equal to the excess of the
fair market value (as determined by the Board in its sole discretion) of the
shares subject to such Options (to the extent then exercisable or to be
exercisable as a result of the Acquisition) over the exercise price thereof.
(C) Acquisition Defined. An "Acquisition" shall
mean: (x) any merger or consolidation after which the voting securities of the
Company outstanding immediately prior thereto represent (either by remaining
outstanding or by being converted into voting securities of the surviving or
acquiring entity) less than 50% of the combined voting power of the voting
securities of the Company or such surviving or acquiring entity outstanding
immediately after such event; or (y) any sale of all or substantially all of the
assets or capital stock of the Company (other than in a spin-off or similar
transaction) or (z) any other acquisition of the business of the Company, as
determined by the Board.
(ii) Assumption of Options Upon Certain Events. In
connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Board may
grant Awards under the Plan in substitution for stock and stock-based awards
issued by such entity or an affiliate thereof. The substitute Awards shall be
granted on such terms and conditions as the Board considers appropriate in the
circumstances.
(iii) Pooling-of Interests-Accounting. If the Company
proposes to engage in an Acquisition intended to be accounted for as a
pooling-of-interests, and in the event that the provisions of this Plan or of
any Award hereunder, or any actions of the Board taken in connection with such
Acquisition, are determined by the Company's or the acquiring company's
independent public accountants to
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cause such Acquisition to fail to be accounted for as a pooling-of-interests,
then such provisions or actions shall be amended or rescinded by the Board,
without the consent of any Participant, to be consistent with
pooling-of-interests accounting treatment for such Acquisition.
(iv) Parachute Awards. Notwithstanding the provisions of
Section 7(e)(i)(A), if, in connection with an Acquisition described therein, a
tax under Section 4999 of the Code would be imposed on the Participant (after
taking into account the exceptions set forth in Sections 280G(b)(4) and
280G(b)(5) of the Code), then the number of Awards which shall become
exercisable, realizable or vested as provided in such section shall be reduced
(or delayed), to the minimum extent necessary, so that no such tax would be
imposed on the Participant (the Awards not becoming so accelerated, realizable
or vested, the "Parachute Awards"); provided, however, that if the "aggregate
present value" of the Parachute Awards would exceed the tax that, but for this
sentence, would be imposed on the Participant under Section 4999 of the Code in
connection with the Acquisition, then the Awards shall become immediately
exercisable, realizable and vested without regard to the provisions of this
sentence. For purposes of the preceding sentence, the "aggregate present value"
of an Award shall be calculated on an after-tax basis (other than taxes imposed
by Section 4999 of the Code) and shall be based on economic principles rather
than the principles set forth under Section 280G of the Code and the regulations
promulgated thereunder. All determinations required to be made under this
Section 7(e)(iv) shall be made by the Company.
f. Withholding. Each Participant shall pay to the Company, or
make provisions satisfactory to the Company for payment of, any taxes required
by law to be withheld in connection with Awards to such Participant no later
than the date of the event creating the tax liability. The Board may allow
Participants to satisfy such tax obligations in whole or in part by transferring
shares of Common Stock, including shares retained from the Award creating the
tax obligation, valued at their fair market value (as determined by the Board or
as determined pursuant to the applicable option agreement). The Company may, to
the extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to a Participant.
g. Amendment of Awards. The Board may amend, modify or terminate
any outstanding Award including, but not limited to, substituting therefor
another Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that, except as otherwise provided in Section 7(e)(iii), the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.
h. Conditions on Delivery of Stock. The Company will not be
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i)
all conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.
i. Acceleration. The Board may at any time provide that any
Options shall become immediately exercisable in full or in part, that any
Restricted Stock Awards shall be free of some or all restrictions, or that any
other stock-based Awards may become exercisable in full or in part or free of
some or all restrictions or conditions, or otherwise realizable in full or in
part, as the case may be, despite the fact that the foregoing actions may (i)
cause the application of Sections 280G and 4999 of the Code if a change in
control of the Company occurs, or (ii) disqualify all or part of the Option as
an Incentive Stock Option.
8. Miscellaneous
a. Definitions.
(i) "Company," for purposes of eligibility under the
Plan, shall include any present or future subsidiary corporations of OneSource
Information Services, Inc., as defined in Section 424(f) of the Code (a
"Subsidiary"), and any present or future parent corporation of OneSource
Information Services, Inc., as defined in Section 424(e) of the Code. For
purposes of Awards other than Incentive Stock Options, the term "Company" shall
include any other business venture in which the Company has a direct or indirect
significant interest, as determined by the Board in its sole discretion.
(ii) "Code" means the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder.
(iii) "employee" for purposes of eligibility under the Plan
shall include a person to whom an offer of employment has been extended by the
Company.
b. No Right To Employment or Other Status. No person shall have
any claim or right to be granted an Award, and the grant of an Award shall not
be construed as giving a Participant the right to continued employment or any
other relationship with the Company. The Company expressly reserves the right at
any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan.
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c. No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder thereof.
d. Effective Date and Term of Plan. The Plan shall become
effective after adoption by the Board on a date determined by the Board. No
Awards shall be granted under the Plan after the completion of ten years from
the date on which the Plan was adopted by the Board, but Awards previously
granted may extend beyond that date.
e. Amendment of Plan. The Board may amend, suspend or terminate
the Plan or any portion thereof at any time.
f. Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.
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