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EXHIBIT 10.1
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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EXHIBIT A
ABR INFORMATION SERVICES, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE OF PLAN
The purpose of this Plan is to enable ABR Information Services, Inc.
(the "Company") and its Subsidiaries to compete successfully in attracting,
motivating and retaining Non-Employee Directors with outstanding abilities by
making it possible for them to purchase Shares on terms that will give them a
direct and continuing interest in the future success of the businesses of the
Company and its Subsidiaries and encourage them to remain as directors of the
Company or one or more of its Subsidiaries.
2. DEFINITIONS
For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the United States Internal Revenue Code
of 1986, as amended.
(c) "Effective Date" means the date the Plan is adopted
by the Board.
(d) "Fair Market Value" means, with respect to a Share,
if the Shares are then listed and traded on a registered national or
regional securities exchange, or quoted on The National Association of
Securities Dealers' Automated Quotation System (including The Nasdaq
Stock Market's National Market), the average closing price of a Share
on such exchange or quotation system for the five trading days
immediately preceding the date of grant of an Option, or, if Fair
Market Value is used herein in connection with any event other than
the grant of an Option, then such average closing price for the ten
trading days immediately preceding the date of such event. If the
Shares are not traded on a registered securities exchange or quoted in
such a quotation system, the Board shall determine the Fair Market
Value of a Share.
(e) "Non-Employee Director" shall mean any member of the
Company's Board of Directors who is not an employee of the Company or
any Subsidiary.
(f) "Option" means an option granted under this Plan,
which Option shall not be an incentive stock option within the meaning
of Section 422 of the Code, or the corresponding provision of any
subsequently enacted tax statute.
(g) "Optionee" means any person who has been granted an
Option which Option has not expired or been fully exercised or
surrendered.
(h) "Plan" means the Company's 1996 Non-Employee Director
Stock Option Plan.
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(i) "Rule 16b-3" means Rule 16b-3 promulgated pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as amended, or
any successor rule.
(j) "Share" means one share of voting common stock, par
value $.01 per share, of the Company, and such other stock or
securities that may be substituted therefor pursuant to Section 5
hereof.
(k) "Subsidiary" means any "subsidiary corporation"
within the meaning of Section 424(f) of the Code.
3. LIMITS ON OPTIONS
The total number of Shares with respect to which Options may be
granted under the Plan shall not exceed in the aggregate 200,000 Shares,
subject to adjustment as provided in Section 5 hereof. If any Option expires,
terminates or is terminated for any reason prior to its exercise in full, the
Shares that were subject to the unexercised portion of such Option shall be
available for future grants under the Plan.
4. GRANTING AND TERMS OF OPTIONS
(a) On the date on which a Non-Employee Director, other than a
Non-Employee Director who is serving as such on the Effective Date, is first
elected or appointed as a Non-Employee Director during the existence of the
Plan, such Non-Employee Director shall automatically be granted an Option to
purchase 5,000 Shares. Each Non-Employee Director as of the Effective Date
shall, on the Effective Date, automatically be granted an Option to purchase
5,000 Shares.
(b) Each Non-Employee Director (if he or she continues to serve in
such capacity) shall, on the day following the annual meeting of shareholders
in each year during the time the Plan is in effect, automatically be granted an
Option to purchase 5,000 Shares; provided, however, that a Non-Employee
Director who receives, in any year, an Option pursuant to Section 4.(a) hereof
shall not be eligible to begin to receive grants pursuant to this Section 4.(b)
until the following year.
(c) Notwithstanding the provisions of Section 4.(a) and 4.(b)
hereof, Options shall be automatically granted to Non-Employee Directors under
the Plan only for so long as the Plan remains in effect and a sufficient number
of Shares are available hereunder for the granting of such Options.
(d) The exercise price of each Share subject to an Option shall be
equal to 100% of the Fair Market Value of the Shares on the date of grant of
such Option.
(e) Options shall not be assignable or transferable by the
Optionee other than by will or by the laws of descent and distribution.
(f) Each Option shall expire and all rights thereunder shall end
at the expiration of ten (10) years after the date on which it was granted,
subject in all cases to earlier expiration as provided in subsections (g) and
(h) of this Section 4.
(g) During the life of an Optionee, an Option shall be exercisable
only by such Optionee and only within one (1) month after the date on which the
Optionee ceases to be a Non-Employee Director,
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other than by reason of the Optionee's death or resignation from the Board with
the consent of the Company as provided in subsection (h) of this Section 4, but
only if and to the extent the Option was exercisable immediately prior to such
date, and subject to the provisions of the subsections (f) and (i) of this
Section 4. If the Optionee is removed as a Director for cause (as defined in
the Company's Articles of Incorporation, as amended from time to time), all
Options of the Optionee shall terminate immediately on the date of removal.
(h) If an Optionee: (i) dies while a Non-Employee Director or
within the period when an Option could have otherwise been exercised by the
Optionee; or (ii) ceases to be a Non-Employee Director as a result of such
Optionee's resignation from the Board, provided that the Company has consented
in writing to such Optionee's resignation, then, in each such case, such
Optionee, or the duly authorized representatives of such Optionee, shall have
the right, at any time within three (3) months after the death or after such
resignation of the Optionee, as the case may be, and prior to the termination
of the Option pursuant to subsections (f) and (i) of this Section 4, to
exercise any Option to the extent such Option was exercisable by the Optionee
immediately prior to such Optionee's death or resignation.
(i) The Optionee may exercise the Option (subject to the
limitations on exercise set forth in subsection (f) of this Section 4), in
whole or in part, as follows: (i) the Option may not be exercised to any
extent prior to one (1) year following the date of grant; and (ii) the Option
may be exercised to the extent of 25% of the Shares subject to such Option
after one year following the date of grant and may be exercised to the extent
of an additional 25% of the Shares subject to such Option after each of the
second, third and fourth years following the date of grant.
(j) An Option may be exercised in whole at one time or in part
from time to time, subject to subsection (i) of this Section 4.
5. EFFECT OF CHANGES IN CAPITALIZATION
(a) If the number of outstanding Shares is increased or decreased
or changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization, reclassification,
stock split, combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease in such
shares effected without receipt of consideration by the Company, a
proportionate and appropriate adjustment shall be made by the Board of
Directors in (i) the number and type of Shares subject to the Plan and which
thereafter may be made the subject of Options under the Plan, and (ii) the
number and kind of shares for which Options are outstanding, so that the
proportionate interest of the Optionee immediately following such event shall,
to the extent practicable, be the same as immediately prior to such event. Any
such adjustment in outstanding Options shall not change the aggregate option
price payable with respect to Shares subject to the unexercised portion of the
Options outstanding but shall include a corresponding proportionate adjustment
in the option price per Share.
(b) Subject to Section 5.(c) hereof, if the Company shall be the
surviving corporation in any reorganization, merger, share exchange or
consolidation of the Company with one or more other corporations or other
entities, any Option theretofore granted shall pertain to and apply to the
securities to which a holder of the number of Shares subject to such Option
would have been entitled immediately following such reorganization, merger,
share exchange or consolidation, with a corresponding proportionate adjustment
of the option price per Share so that the aggregate option price thereafter
shall
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be the same as the aggregate option price of the Shares remaining subject to
the Option immediately prior to such reorganization, merger, share exchange or
consolidation.
(c) In the event of: (i) the adoption of a plan of
reorganization, merger, share exchange or consolidation of the Company with one
or more other corporations or other entities as a result of which the holders
of the Shares as a group would receive less than fifty percent (50%) of the
voting power of the capital stock or other interests of the surviving or
resulting corporation or entity; (ii) the adoption of a plan of liquidation or
the approval of the dissolution of the Company; (iii) the approval by the Board
of an agreement providing for the sale or transfer of the assets of the
Company; or (iv) the acquisition of more than fifty percent (50%) of the
outstanding shares by any person within the meaning of Rule 13(d)(3) under the
Securities Exchange Act of 1934 if such acquisition is not preceded by a prior
expression of approval by the Board, then, in each such case, any Option
granted hereunder shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of Shares subject to such Option and the
option price, regardless of any provision contained in the Plan with respect
thereto limiting the exercisability of the Option for any length of time.
Notwithstanding the foregoing, if a successor corporation or other entity as
contemplated in clause (i) or (iii) of the preceding sentence agrees to assume
the outstanding Options or to substitute substantially equivalent options,
then the outstanding Options issued hereunder shall not be immediately
exercisable, but shall remain exercisable in accordance with the terms of the
Plan and the applicable stock option agreements.
(d) Adjustments under this Section 5 relating to Shares or
securities of the Company shall be made by the Board, whose determination in
that respect shall be final and conclusive. Options subject to grant or
previously granted under the Plan at the time of any event described in this
Section 5 shall be subject to only such adjustments as shall be necessary to
maintain the proportionate interest of the Options and preserve, without
exceeding, the value of such Options. No fractional Shares or units of other
securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding
upward to the nearest whole Share or unit.
(e) The grant of an Option pursuant to the Plan shall not affect
or limit in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.
6. DELIVERY AND PAYMENT FOR SHARES
(a) No Shares shall be delivered upon the exercise of an Option
until the option price for the Shares acquired has been paid in full. No
shares shall be issued or transferred under the Plan unless and until all legal
requirements applicable to the issuance or transfer of such Shares have been
complied with to the satisfaction of the Board. Any Shares issued by the
Company to an Optionee upon exercise of an Option may be made only in strict
compliance with and in accordance with applicable state and federal securities
laws.
(b) Payment of the option price for the Shares purchased pursuant
to the exercise of an Option shall be made: (i) in cash or by check payable to
the order of the Company; (ii) through the tender to the Company of Shares,
which Shares shall be valued, for purposes of determining the extent to which
the option price has been paid thereby, at their Fair Market Value on the date
of exercise; or (iii) by a combination of the methods described in (i) and (ii)
hereof.
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7. NO CONTINUATION AS A DIRECTOR AND DISCLAIMER OF RIGHTS
No provision in the Plan or in any Option granted or option agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain a director of the Company or any Subsidiary.
The Plan shall in no way be interpreted to require the Company to transfer any
amounts to a third party trustee or otherwise hold any amounts in trust or
escrow for payment to any Optionee or beneficiary under the terms of the Plan.
An Optionee shall have none of the rights of a shareholder of the Company until
all or some of the Shares covered by an Option are fully paid and issued to
such Optionee.
8. ADMINISTRATION
The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii)
adopted under the Securities Exchange Act of 1934, as amended, and accordingly
is intended to be self-governing. To this end, the Plan requires no
discretionary action by any administrative body with regard to any transaction
under the Plan. To the extent, if any, that any questions of interpretation
arise, these shall be resolved by the Board.
9. NO RESERVATION OF SHARES
The Company shall be under no obligation to reserve or to retain in
its treasury any particular number of Shares in connection with its obligations
hereunder.
10. AMENDMENT OF PLAN
The Board, without further action by the shareholders, may amend this
Plan from time to time as it deems desirable; provided, that (i) no such
amendment shall be made without shareholder approval if such approval would be
required to comply with Rule 16b-3 and (ii) the provisions of Sections 4.(a)
and 4.(b) shall not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act
of 1974, as amended, or the rules and regulations promulgated thereunder.
11. TERMINATION OF PLAN
This Plan shall terminate ten (10) years from the Effective Date. The
Board may, in its discretion, suspend or terminate the Plan at any time prior
to such date, but such termination or suspension shall not adversely affect any
right or obligation with respect to any outstanding Option.
12. EFFECTIVE DATE
The Plan shall become effective on the Effective Date and Options
hereunder may be granted at any time on or after that date, subject to approval
of the Plan by the Company's shareholders within one year after the Effective
Date by a majority of the votes cast at a duly held meeting of the shareholders
of the Company at which a quorum representing a majority of all outstanding
stock is present, either in person or by proxy, and in a manner that satisfies
the requirements of Rule 16b-3. Upon approval of the Plan by the shareholders
of the Company as set forth above, all Options granted under the Plan on or
after the Effective Date shall be fully effective as if the shareholders of the
Company had approved the Plan on the Effective Date.
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