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EXHIBIT 10.3
ABR INFORMATION SERVICES, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(as amended on September 12, 1997)
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.
(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
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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, 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,
one (1) year 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.
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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 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
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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.
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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