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EXHIBIT 10.18
ABR INFORMATION SERVICES, INC.
1997 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 Employees 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 in the employ of the Company or
one or more of its Subsidiaries. Each Option is intended to be an Incentive
Stock Option, except to the extent that (a) any such Option would exceed the
limitations set forth in Section 3(c) hereof and (b) any Option is specifically
designated at the time of grant as not being an Incentive Stock Option.
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) "Committee" means the Committee described in Section 9 hereof.
(d) "Effective Date" means the date the Plan is adopted by the Board.
(e) "Employee" means a person who is regularly employed on a salary
basis by the Company or any Subsidiary, including an officer or director of
the Company or any Subsidiary who is also an employee of the Company or a
Subsidiary.
(f) "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 ten 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 Committee shall determine the Fair Market
Value of a Share.
(g) "Incentive Stock Option" means an option granted under this Plan
and which is an incentive stock option within the meaning of section 422 of
the Code, or the corresponding provision of any subsequently enacted tax
statute.
(h) "Option" means an option granted under this Plan, whether or not
such option is an Incentive Stock Option.
(i) "Optionee" means any person who has been granted an Option which
Option has not expired or been fully exercised or surrendered.
(j) "Plan" means the Company's 1997 Stock Option Plan.
(k) "Rule 16b-3" means Rule 16b-3 promulgated pursuant to Section
16(b) of the Securities Exchange Act of 1934, as amended.
(l) "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 6 hereof.
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(m) "Subsidiary" means any "subsidiary corporation" within the meaning
of Section 424(f) of the Code.
3. LIMITS ON OPTIONS
(a) The total number of Shares with respect to which Options may be granted
under the Plan shall not exceed in the aggregate 1,400,000 Shares, subject to
adjustment as provided in Section 6 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.
(b) No Incentive Stock Option shall be granted to any Employee who at the
time such option is granted, owns capital stock of the Company possessing more
than 10% of the total combined voting power or value of all classes of capital
stock of the Company or any Subsidiary, determined in accordance with the
provisions of Section 422(b)(6) and 424(d) of the Code, unless the option price
at the time such Incentive Stock Option is granted is at least 110 percent
(110%) of the Fair Market Value of the Shares subject to the Incentive Stock
Option and such Incentive Stock Option is not exercisable by its terms after the
expiration of five (5) years from the date of grant.
(c) An Incentive Stock Option shall be granted hereunder only to the extent
that the aggregate Fair Market Value (determined at the time the Incentive Stock
Option is granted) of the Shares with respect to which such Incentive Stock
Option and any other "incentive stock option" (within the meaning of Section 422
of the Code) are exercisable for the first time by any Optionee during any
calendar year (under the Plan and all other plans of the Optionee's employer
corporation and its parent and subsidiary corporations within the meaning of
Section 422(d) of the Code) does not exceed $100,000. This limitation shall be
applied by taking Incentive Stock Options and any such other "incentive stock
options" into account in the order in which such Incentive Stock Options and any
such other "incentive stock Options" were granted.
(d) No Optionee shall, in any calendar year, be granted Options to purchase
more than 100,000 Shares (subject to adjustment pursuant to Section 6).
4. GRANTING OF OPTIONS
The Committee is authorized to grant Options to selected Employees pursuant
to the Plan beginning on the Effective Date. Subject to the provisions of the
Plan, the Committee shall have authority to select the Employees to whom Options
will be awarded under the Plan, to determine the number of Shares to be included
in such Options, and to determine the other terms and conditions of such
Options, including any which may be necessary to qualify Incentive Stock Options
as "incentive stock options" under Section 422 of the Code. The date on which
the Committee approves the grant of an Option shall be considered the date on
which such Option is granted.
5. TERMS OF STOCK OPTIONS
Subject to Section 3 hereof, the terms of Options granted under this Plan
shall be as follows:
(a) The exercise price of each Share subject to an Option shall be
fixed by the Committee. Notwithstanding the prior sentence, the option
exercise price of an Incentive Stock Option shall be fixed by the Committee
but shall in no event be less than 100% of the Fair Market Value of the
Shares subject to such Option.
(b) Except as otherwise provided by the Committee, Options shall not
be assignable or transferable by the Optionee other than by will or by the
laws of descent and distribution.
(c) Each Option shall expire and all rights thereunder shall end at
the expiration of such period (which shall not be more than ten (10) years)
after the date on which it was granted as shall be fixed by the Committee,
subject in all cases to earlier expiration as provided in subsections (d)
and (e) of this Section 5.
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(d) Except as otherwise provided by the Committee, during the life of
an Optionee, an Option shall be exercisable only by such Optionee and only
within one (1) month after the termination of the Optionee's employment
with the Company or a Subsidiary, other than by reason of the Optionee's
death, permanent disability or retirement with the consent of the Company
or a Subsidiary as provided in subsection (e) of this Section 5, but only
if and to the extent the Option was exercisable immediately prior to such
termination, and subject to the provisions of subsection (c) of this
Section 5.
(e) Except as otherwise provided by the Committee, if an Optionee: (i)
dies while employed by the Company or a Subsidiary or within the period
when an Option could have otherwise been exercised by the Optionee; (ii)
terminates employment with the Company or a Subsidiary by reason of the
"permanent and total disability" (within the meaning of Section 22(e)(3) of
the Code) of such Optionee; or (iii) terminates employment with the Company
or a Subsidiary as a result of such Optionee's retirement, provided that
the Company or such Subsidiary has consented in writing to such Optionee's
retirement, then, in each such case, such Optionee, or the dully authorized
representatives of such Optionee, shall have the right, at any time within
three months after the death, disability or retirement of the Optionee, as
the case may be, and prior to the termination of the Option pursuant to
subsection (c) of this Section 5, to exercise any Option to the extent such
Option was exercisable by the Optionee immediately prior to such Optionee's
death, disability or retirement. In the discretion of the Committee, the
three-month period referenced in the immediately preceding sentence may be
extended for a period of up to one year.
(f) Subject to the foregoing terms and to such additional terms
regarding the exercise of an Option as the Committee may fix at the time of
grant, an Option may be exercised in whole at one time or in part from time
to time.
(g) Options granted pursuant to the Plan shall be evidenced by an
agreement in writing setting forth the material terms and conditions of the
grant, including, but not limited to, the number of Shares subject to
Option. Option agreements covering Options need not contain similar
provisions; provided, however, that all such option agreements shall comply
with the terms of the Plan.
6. 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 Company in 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 6(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
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approval of the dissolution of the Company; (iii) the approval by the Board of
an agreement providing for the sale or transfer (other than as a security for
obligations of the Company or any Subsidiary) of substantially all 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 or any stock
option agreement 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 6 relating to Shares or securities of
the Company shall be made by the Committee, whose determination in that respect
shall be final and conclusive. 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,
reclassification, 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.
(f) The Board may, in its sole and absolute discretion, amend, modify or
rescind the provisions of this Section 6 if it determines that the operations of
this Section 6 may prevent a transaction in which the Company or any affiliated
entity is a party from being accounted for on a pooling-of-interests basis.
7. DELIVERY AND PAYMENT FOR SHARES; REPLACEMENT OPTIONS
(a) No Shares shall be delivered upon the exercise of an Option until the
option price for the Shares to be 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 Committee. 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, as determined by the Committee and set
forth in the option agreement pertaining to such Option: (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, provided, however, that the Committee may in its discretion impose
and set forth in the option agreement pertaining to an Option such limitations
or prohibitions on the use of Shares to exercise Options as it deems
appropriate.
(c) To the extent that the payment of the exercise price for the Shares
purchased pursuant to the exercise of an Option is made with Shares as provided
in Section 7(b) hereof, then, at the discretion of the Committee, the Optionee
may be granted a replacement Option under the Plan to purchase a number of
Shares equal to the number of Shares tendered as permitted in Section 7(b)
hereof, with an exercise price per Share equal to the Fair Market Value on the
date of grant of such replacement Option and with a term extending to the
expiration date of the original Option.
8. NO CONTINUATION OF EMPLOYMENT 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 in the employ of the Company or any
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Subsidiary, or to interfere in any way with the right and authority of the
Company or any Subsidiary either to increase or decrease the compensation of any
individual at any time, or to terminate any employment or other relationship
between any individual and 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.
9. ADMINISTRATION
(a) The Plan shall be administered by a committee (the "Committee") of the
Board, consisting of not less than two directors, each of whom shall qualify as
a "non-employee director" within the meaning of Rule 16b-3 and as an "outside
director" under Section 162(m)(4)(C) of the Code or any successor provisions
thereto. If at any time the Committee shall not be in existence, the Board shall
administer the Plan, and all references to the Committee herein shall include
the Board. To the extent permitted by applicable law, the Board may delegate to
another committee of the Board or to one or more senior officers of the Company
any or all of the authority and responsibility of the Committee with respect to
the Plan, other than with respect to participants who are subject to Section 16
of the Securities Exchange Act of 1934, as amended ("Section 16 participants").
To the extent that the Board has delegated to such other committee or one or
more officers the authority and responsibility of the Committee, all references
to the Committee herein shall include such other committee or one or more
officers.
(b) Subject to the terms of the Plan and applicable law, the Committee
shall have full power and authority to interpret and administer the Plan and any
instrument or agreement relating to, or made under, the Plan, establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan, and make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan. The Committee's decisions and
determinations under the Plan need not be uniform and may be made selectively
among participants, whether or not they are similarly situated. A majority of
the members of the Committee shall constitute a quorum and all determinations of
the Committee shall be made by a majority of its members. Any determination of
the Committee under the Plan may be made without notice or meeting of the
Committee by a writing signed by a majority of the Committee members.
(c) No member of the Committee or the Board shall be liable for any action
taken or decision made, or any failure to take any action, in good faith with
respect to the Plan or any Option granted or Option agreement entered into
hereunder.
10. 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.
11. AMENDMENT OF PLAN
The Board, without further action by the shareholders may amend this Plan
from time to time as it deems desirable and shall make any amendments which may
be required so that Options intended to be Incentive Stock Options shall at all
times continue to be Incentive Stock Options for purposes of the Code.
12. 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.
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13. 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.
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. If the shareholders of the Company fail to approve the Plan
within one year after the Effective Date, any Incentive Stock Option granted
hereunder shall be null, void and of no effect.
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