INTEGRATED MANAGEMENT INFORMATION, INC.
FOUNDERS NON-QUALIFIED STOCK OPTION PLAN
This Founders Non-Qualified Stock Option Plan correctly sets forth the
provisions of the Founders Non-Qualified Stock Option Plan.
ARTICLE I
ESTABLISHMENT AND PURPOSE
I.1 Establishment. INTEGRATED MANAGEMENT INFORMATION, INC., a Missouri
corporation ("Company"), hereby establishes a Non-Qualified stock option plan
for the benefit of John and Leanne Saunders which shall be known as the
"FOUNDERS NON-QUALIFIED STOCK OPTION PLAN" (the "Plan"). None of the options
issued to employees pursuant to the Plan may constitute incentive stock options
within the meaning of Section 422 of the Internal Revenue Code. Options issued
pursuant to the Plan shall constitute non-qualified options.
I.2 Purpose. The purpose of this Plan is to provide a means of compensation to
John and Leanne Saunders for their willingness to have 4,800,000 shares of their
common stock in the company redeemed at $0.075 per share or well below its fair
value.
ARTICLE II
DEFINITIONS
II.1 Definitions. Whenever used herein, the following terms shall have the
respective meanings set forth below, unless the context clearly requires
otherwise, and when said meaning is intended, the term shall be capitalized.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code, as amended.
(c) "Company" means INTEGRATED MANAGEMENT INFORMATION, INC., a Missouri
corporation.
(d) "Date of Exercise" means the date the Company receives notice, by an
Optionee, of the exercise of an Option pursuant to Section VIII.1 of this
Plan. Such notice shall indicate the number of shares of Stock the Optionee
intends to exercise.
(ii)
(e) "Non-qualified Option" means an Option granted under this Plan which is not
intended to qualify as an incentive stock option within the meaning of Section
422 of the Code. Non-qualified Options may be granted at such times and subject
to such restrictions as the Board shall determine without conforming to the
statutory rules of Section 422 of the Code applicable to incentive stock
options.
(f) "Optionee" means John or Leanne Saunders.
(g) "Parent Corporation" shall have the meaning set forth in Section 424(e) of
the Code with the Company being treated as the employer corporation for purposes
of this definition.
(h) "Subsidiary Corporation" shall have the meaning set forth in Section 424(f)
of the Code with the Company being treated as the employer corporation for
purposes of this definition.
(i) "Stock" means the $.01 par value common stock of the Company.
II.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology when used in this Plan also shall include the feminine
gender, and the definition of any term herein in the singular also shall include
the plural.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
III.1 Eligibility. This plan is exclusively for the benefit of John and
Leanne Saunders and may not be sold, transferred, assigned or in any way
hypothicated.
ARTICLE IV
ADMINISTRATION
IV.1 Administration. The Board shall be responsible for administering the
Plan.
(a) The Board is authorized to interpret the Plan; to prescribe, amend, and
rescind rules and regulations relating to the Plan; to provide for conditions
and assurances deemed necessary or advisable to protect the interests of the
Company; and to make all other determinations necessary or advisable for the
administration of the Plan. Determinations, interpretations, or other actions
made or taken by the Board, pursuant to the provisions of this Plan, shall be
final and binding and conclusive for all purposes and upon all persons.
ARTICLE V
STOCK SUBJECT TO THE PLAN
V.1 Number. The total number of shares of Stock hereby made available and
reserved for issuance under the Plan upon exercise of Non-Qualified Options
shall be 6,000,000. The aggregate number of shares of Stock available under this
Plan shall be subject to adjustment as provided in Section V.3. The total number
of shares of Stock may be authorized but unissued shares of Stock, or Shares
acquired by purchase as directed by the Board from time to time in its
discretion, to be used for issuance upon exercise of Options granted hereunder.
V.2 Unused Stock. If an Option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares of Stock subject
thereto shall (unless the Plan shall have terminated) become available for other
Options under the Plan.
V.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock by reason of a stock dividend or split,
recapitalization, reclassification, or other similar corporate change, the
aggregate number of shares of Stock set forth in Section V.1 shall be
appropriately adjusted provided however, that fractional shares shall be rounded
to the nearest whole share. In any such case, the number and kind of shares that
are subject to any Option (including any Option outstanding after termination of
employment) and the Option price per share shall be proportionately and
appropriately adjusted without any change in the aggregate Option price to be
paid therefore upon exercise of the Option.
ARTICLE VI
DURATION OF THE PLAN
VI.1 Duration of the Plan. The Plan shall be in effect from the date of its
adoption by the Board until and including any Options outstanding at the end of
said period shall terminate.
ARTICLE VII
TERMS OF STOCK OPTIONS
VII.1 Grant Options. THe options for the purchase of a maximum of 6,000,000
shares of common stock are hereby granted to John and Leanne Saunders. The
option may be exercised at any time up to the date specified below.
No. of Options Option Exercise Price Expiration of Option
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a 1,500,000 $1.67 01-01-07
b 1,500,000 1.67 01-01-08
c 1,500,000 2.67 01-01-09
d 1,500,000 2.67 01-01-10
VII.2 Payment. Payment for all shares of Stock shall be made at the time
that an Option, or any part thereof, is exercised, and no shares shall be issued
until full payment therefor has been made. Payment shall be made (i) in cash, or
(ii) if acceptable to the Board, in Stock or in some other form.
ARTICLE VIII
WRITTEN NOTICE, ISSUANCE OF STOCK
CERTIFICATES, SHAREHOLDER PRIVILEGES
VIII.1Written Notice. An Optionee wishing to exercise an Option shall give
written notice to the Company, in the form and manner prescribed by the Board.
Full payment for the shares exercised pursuant to the Option must accompany the
written notice.
VIII.2Issuance of Stock Certificates. As soon as practicable after the
receipt of written notice and payment, the Company shall deliver to the Optioned
or to a permitted nominee of the Optionee a certificate or certificates for the
requisite number of shares of Stock.
VIII.3Privileges of a Shareholder. An Optionee or any other person entitled
to exercise an Option under this Plan shall not have stockholder privileges with
respect to any Stock covered by the Option until the date of issuance of a stock
certificate for such stock.
ARTICLE IX
TERMINATION OF EMPLOYMENT OR SERVICES
IX.1 Death. If an Optionee's employment in the case of an Employee, or
provision of services as a Consultant in the case of a Consultant, terminates by
reason of death, the Option may thereafter be exercised at any time prior to the
expiration date of the Option or within 12 months after the date of such death,
whichever period is the shorter, by the person or persons entitled to do so
under the Optionee's will or, if the Optionee shall fail to make a testamentary
disposition of an Option or shall die intestate, the Optionee's legal
representative or representatives. The Option shall be exercisable only to the
extent that such Option was exercisable as of the date of death.
IX.2 Termination other than for Cause or Due to Death. In the event of an
Optionee's termination of employment in the case of an Employee, or termination
of the provision of services as a Consultant in the case of a Consultant, other
than by reason of death, the Optionee may exercise such portion of his Option as
was exercisable by him at the date of such termination (the "Termination Date")
at any time within three months of the Termination Date; provided, however, that
where the Optionee is an Employee, and is terminated due to disability within
the meaning of Code ss. 422, he may exercise such portion of his Option as was
exercisable by him on his Termination Date within one year of his Termination
Date. In any event, the Option cannot be exercised after the expiration of the
term of the Option. Options not exercised within the applicable period specified
above shall terminate.
IX.3 Termination for Cause. In the event of an Optionee's termination of
employment in the case of an Employee, or termination of the provision of
services as a Consultant in the case of a Consultant, which termination is by
the Company or a Subsidiary Corporation for cause, any Option or Options held by
him under the Plan, to the extent not exercised before such termination, shall
terminate upon notice of termination for cause.
ARTICLE X
RIGHTS OF OPTIONEES
X.1 Service. Nothing in this Plan shall interfere with or limit in any way
the right of the Company or a Subsidiary Corporation to terminate any Employee's
employment, or any Consultant's services, at any time, nor confer upon any
Employee any right to continue in the employ of the Company or a Subsidiary
Corporation, or upon any Consultant any right to continue to provide services to
the Company or a Subsidiary Corporation.
X.2 Non-transferability. All Options granted under this Plan shall be
nontransferable by the Optionee, other than by will or the laws of descent and
distribution, and shall be exercisable during the Optionee's lifetime only by
the Optionee.
ARTICLE XI
OPTIONEE-EMPLOYEE'S TRANSFER
OR LEAVE OF ABSENCE
XI.1 Optionee-Employee's Transfer or Leave of Absence. For purposes of this
Plan:
(a) A transfer of an Optionee who is an Employee from the Company to a
Subsidiary Corporation or Parent Corporation, or from one such Corporation to
another, or
(b) A leave of absence for such an Optionee which is duly authorized in writing
by the Company or a Subsidiary Corporation shall not be deemed a termination of
employment. However, under no circumstances may an Optioned exercise an Option
during any leave of absence, unless authorized by the Board.
ARTICLE XII
AMENDMENT, MODIFICATION, AND
TERMINATION OF THE PLAN
XII.1 Amendment, Modification, and Termination of the Plan.
(a) The Board may at any time terminate, and from time to time may amend or
modify the Plan, provided, however, that no such action of the Board,
without approval of the shareholders, may:
(i) increase the total amount of Stock which may be purchased through Options
granted under the Plan, except as provided in Article V;
(ii) change the class of Employees or Consultants eligible to receive Options;
(b) No amendment, modification, or termination of the Plan shall in any manner
adversely affect any outstanding Option under the Plan without the consent
of the Optionee holding the Option.
ARTICLE XIII ACQUISITION,
MERGER OR LIQUIDATION
XIII.1Acquisition.
(a) In the event that an Acquisition occurs with respect to the Company, the
Company shall have the option, but not the obligation, to cancel Options
outstanding as of the effective date of Acquisition, whether or not such Options
are then exercisable, in return for payment to the Optionees of an amount equal
to a reasonable estimate of an amount (hereinafter the "Spread") equal to the
difference between the net amount per share payable in the Acquisition or as a
result of the Acquisition, less the exercise price of the Option. In estimating
the Spread, appropriate adjustments to give effect to the existence of the
Options shall be made, such as deeming the Options to have been exercised, with
the Company receiving the exercise price payable thereunder, and treating the
shares receivable upon exercise of the Options as being outstanding in
determining the net amount per share.
(b) For purposes of this section, an "Acquisition" shall mean any transaction in
which substantially all of the Company's assets are acquired or in which a
controlling amount of the Company's outstanding shares are acquired, in each
case by a single person or entity or an affiliated group of persons and
entities. For purposes of this section, a controlling amount shall mean more
than 50% of the issued and outstanding shares of stock of the Company. The
Company shall have such an option regardless of how the Acquisition is
effectuated, whether by direct purchase, through a merger or similar corporate
transaction, or otherwise. In cases where the acquisition consists of the
acquisition of assets of the Company, the net amount per share shall be
calculated on the basis of the net amount receivable with respect to shares upon
a distribution and liquidation by the Company after giving effect to expenses
and charges, including but not limited to taxes, payable by the Company before
the liquidation can be completed.
(c) Where the Company does not exercise its option under this Section XIII.1 the
remaining provisions of this Article XIII shall apply, to the extent applicable.
XIII.2Merger or Consolidation. Subject to any required action by the
shareholders, if the Company shall be the surviving corporation in any merger or
consolidation, any Option granted hereunder shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled in such merger or consolidation.
XIII.3Other Transactions. A dissolution or a liquidation of the Company or
a merger and consolidation in which the Company is not the surviving corporation
shall cause every Option outstanding hereunder to terminate as of the effective
date of such dissolution, liquidation, merger or consolidation. However, the
Optionee either (i) shall be offered a firm commitment whereby the resulting or
surviving corporation in a merger or consolidation will tender to the Optionee
an option (the "Substitute Option") to purchase its shares on terms and
conditions both as to number of shares and otherwise, which will substantially
preserve to the Optionee the rights and benefits of the Option outstanding
hereunder granted by the Company, or (ii) shall have the right immediately prior
to such dissolution, liquidation, merger, or consolidation to exercise any
unexercised Options whether or not then exercisable, subject to the provisions
of this Plan. The Board shall have absolute and uncontrolled discretion to
determine whether the Optionee has been offered a firm commitment and whether
the tendered Substitute Option will substantially preserve to the Optionee the
rights and benefits of the Option outstanding hereunder. In any event, any
Substitute Option for an Incentive Stock Option shall comply with the
requirements of Code Section 424(a).
ARTICLE XIV
SECURITIES REGISTRATION
XIV.1 Securities Registration. In the event that the Company shall deem it
necessary or desirable to register under the Securities Act of 1933, as amended,
or any other applicable statute, any Options or any Stock with respect to which
an Option may be or shall have been granted or exercised, or to qualify any such
Options or Stock under the Securities Act of 1933, as amended, or any other
statute, then the Optionee shall cooperate with the Company and take such action
as is necessary to permit registration or qualification of such Options or
Stock.
XIV.2 Representations. Unless the Company has determined that the following
representation is unnecessary, each person exercising an Option under the Plan
may be required by the Company, as a condition to the issuance of the shares
pursuant to exercise of the Option, to make a representation in writing (i) that
he is acquiring such shares for his own account for investment and not with a
view to, or for sale in connection with, the distribution of any part thereof,
(ii) that before any transfer in connection with the resale of such shares, he
will obtain the written opinion of counsel for the Company, or other counsel
acceptable to the Company, that such shares may be transferred. The Company may
also require that the certificates representing such shares contain legends
reflecting the foregoing.
ARTICLE XV
TAX WITHHOLDING
XV.1 Tax Withholding. Whenever shares of Stock are to be issued in
satisfaction of Options exercised under this Plan, the Company shall have the
power to require the recipient of the Stock to remit to the Company an amount
sufficient to satisfy federal, state, and local withholding tax requirements.
ARTICLE XVI
INDEMNIFICATION
XVI.1 Indemnification. To the extent permitted by law, each person who is
or shall have been a member of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of judgment
in any such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's articles of incorporation
or bylaws, as a matter of law, or otherwise, or any power that the Company or
any Subsidiary Corporation may have to indemnify them or hold them harmless.
ARTICLE XVII
REQUIREMENTS OF LAW
XVII.1Requirements of Law. The granting of Options and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
XVII.2Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Missouri.
ARTICLE XVIII
EFFECTIVE DATE OF PLAN
XVIII.1 Effective Date. The Plan shall be effective on May 1, 2005.
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ARTICLE XIX
NO OBLIGATION TO EXERCISE OPTION
XIX.1 No Obligation to Exercise. The granting of an Option shall impose no
obligation upon the holder thereof to exercise such Option.
INTEGRATED MANAGEMENT INFORMATION, INC.
By:
John Saunders, President and
Chief Executive Officer