THE SOURCE COMPANY
STOCK AWARD PLAN
1. Purpose of Plan
The Source Company Stock Award Plan (the "Plan") is intended to provide
a means whereby The Source Company, a Missouri corporation (the "Company"), may
attract highly competent persons to remain in and enter the employ of the
Company and its subsidiaries, by providing them with opportunities to acquire
common stock of the Company, par value $0.01 per share ("Common Stock") pursuant
to awards ("Awards") described herein.
2. Administration of the Plan
The Plan will be administered by a Stock Award Committee ("Award
Committee") appointed by the Board of Directors of the Company ("Board"), to be
comprised of not less than two (2) members. Each member of the Award Committee
shall be: (i) a member of the Board; (ii) not eligible to receive any Awards
under this Plan; and (iii) a "Non-Employee Director" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934 or any successor rule or
regulation. Each member of the Award Committee shall serve at the pleasure of
the Board. Any vacancy occurring in the membership of the Award Committee shall
be filled by appointment by the Board. If the Board has a Compensation Committee
and its members meet the above requirements, at the discretion of the Board, the
Compensation Committee may concomitantly be the Award Committee.
The Award Committee shall have the sole power:
(A) subject to the provisions of the Plan, to determine the
terms and conditions of all Awards; to construe and interpret the Plan
and Awards granted under it; to determine provisions, if any, for the
forfeiture of and restriction on the sale, resale or other disposition
of shares acquired under any Award and waive or accelerate the lapse of
any such provisions; to establish, amend and revoke rules and
regulations relating to the Plan and its administration; and to correct
any defect, supply any omission, or reconcile any inconsistency in the
Plan, or in any Award Agreement, in a manner and to the extent it shall
deem necessary, all of which determinations and interpretations made by
the Award Committee shall be conclusive and binding on all Participants
(as that term is defined in Paragraph 3 below) and on their legal
representatives and beneficiaries; and
(B) to determine all questions of policy and expediency that
may arise in the administration of the Plan and generally exercise such
powers and perform such acts as are deemed necessary or expedient to
promote the best interests of the Company.
Any determination of the Award Committee under the Plan may be made
without notice or meeting of the Award Committee by a writing signed by a
majority of the Award Committee members.
3. Persons Eligible for Awards
All employees (including officers) of the Company who are not members
of the Award Committee shall be eligible to receive Awards under the Plan. The
Award Committee shall determine the employees to whom Awards shall be granted,
but shall seek information, advice and recommendations from management to assist
the Award Committee in its independent determination as to the employees to whom
Awards shall be granted. An employee who has been granted an Award
("Participant"), if he or she is otherwise eligible, may be granted additional
Awards or other benefits under this or other plans of the Company.
4. Awards
Awards will consist of Common Stock transferred to Participants as a
bonus for service rendered to the Company without other payment therefor.
5. Shares Reserved Under the Plan
There is hereby reserved for issuance as Awards under the Plan an
aggregate of 50,000 shares of Common Stock, which may be authorized but unissued
Common Stock or Common Stock previously issued and outstanding and required by
the Company.
Any shares subject to Awards may thereafter be subject to new Awards
under this Plan if shares of Common Stock are issued under such Awards and are
thereafter reacquired by the Company pursuant to rights reserved by the Company
upon issuance thereof.
6. Adjustment Provisions
If the Company shall at any time change the number of issued shares of
Common Stock without new considerations to the Company (by stock dividends,
stock splits, or similar transactions), the total number of shares reserved for
issuance under the Plan shall be appropriately adjusted.
7. Other Provisions
Any Award under the Plan may also be subject to such other provisions
(whether or not applicable to the Award to any other Participant) as the Award
Committee determines appropriate, including without limitation, provisions for
the forfeiture of and restriction on the sale, resale or other disposition of
shares acquired under any Award, provisions giving the Company the right to
repurchase shares acquired under any Award, provisions to comply with federal
and state securities laws, restrictions on transferability or understandings or
conditions as to the Participant's employment in addition to those specifically
provided for under the Plan.
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8. Continuance of Employment
Nothing contained in the Plan or in any Award granted under the Plan
shall confer upon any Participant any rights with respect to the continuation of
employment by the Company or interfere in any way with the right of the Company
(subject to the terms of any separate employment agreement to the contrary) at
any time to terminate such employment or to increase or decrease the
compensation of the Participant from the rate in existence at the time of the
granting of any Award.
9. Amendment and Termination
The terms and conditions applicable to any Award granted hereunder may
be amended or modified by mutual agreement between the Company and the
Participant or such other persons as may then have an interest therein. Also, by
mutual agreement between the Company and a Participant, or under any future plan
of the Company, Awards may be granted to such Participant in substitution and
exchange for, and in cancellation of any Awards previously granted such
Participant under this Plan, or any benefit previously or thereafter granted to
such Participant under any future plan of the Company. The Board may amend the
Plan from time to time or terminate the Plan at any time. However, no action
authorized by this paragraph shall reduce the amount of any existing Award or
change the terms or conditions thereof without the Participant's consent.
10. Effective Date of Plan
The Plan shall become effective upon adoption by the Board.
11. Term of Plan
No Award shall be granted under the Plan after ten (10) years after the
date of adoption of the Plan by the Board.
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