INTEGRATED MANAGEMENT INFORMATION, INC.
2005 NON-QUALIFIED STOCK OPTION PLAN
This 2005 Non-Qualified Stock Option Plan correctly sets forth the
provisions of the 2005 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 employees, independent contractors and consultants providing material
services other than those independent contractors and consultants involved in
capital-raising activities including fundraising public relations, to the
Company and its present and future subsidiaries which shall be known as the
"2005 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 enhance shareholder investment by
attracting, retaining and motivating key employees, independent contractors and
consultants of the Company, and to encourage stock ownership by such persons by
providing them with a means to acquire a proprietary interest in the Company's
success.
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) "Committee" shall mean the Committee provided by Article IV hereof, which
may be created at the discretion of the Board.
(d) "Company" means INTEGRATED MANAGEMENT INFORMATION, INC., a Missouri
corporation.
(e) "Consultant" means any person or entity, including a Parent Corporation or
a Subsidiary Corporation, who provides services (other than as an Employee)
to the Company, a Parent Corporation or a Subsidiary Corporation, and shall
include independent contractors, Non-Employee Officers and Non- Employee
Directors, as defined subsequently.
(f) "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.
(g) "Employee" means any person, including an officer or director of the
Company or a Subsidiary Corporation, who is employed by the Company or a
Subsidiary Corporation.
(h) "Fair Market Value" means the fair market value of Stock upon which an
option is granted under this Plan, determined as follows:
(i) If the Stock is listed or traded on the OTC Bulletin Board, the NASDAQ
Stock Market or a national securities exchange, the Fair Market Value shall
be the average of the last reported sale prices of the Stock on the date of
grant of this option, provided that if no sale is made on any such trading
day, the last reported sale price shall be the average of the closing bid
and asked prices for such day; or
Otherwise, Fair Market Value shall be an amount, not less than book value,
determined by the Board, such determination to be final and binding on the
Holder.
(i) "Non-Employee Director" means a member of the Board who is not an employee
of the Company at the time an Option is granted hereunder.
(j) "Non-Employee Officer" means an officer of the Company who is not an
employee of the Company at the time an Option is granted hereunder.
(k) "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.
(l) "Option" means the right, granted under this Plan, to purchase Stock of the
Company at the option price for a specified period of time. For purposes of
this Plan, an Option may be a Non-qualified Option.
(m) "Optionee" means an Employee or Consultant holding an Option under the
Plan.
(n) "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.
(o) "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.
(p) "Significant Shareholder" means an individual who, within the meaning of
Section 422(b)(6) of the Code, owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company
or of any Parent Corporation or Subsidiary Corporation of the Company. In
determining whether an individual is a Significant Shareholder, an
individual shall be treated as owning stock owned by certain relatives of
the individual and certain stock owned by corporations in which the
individual is a shareholder, partnerships in which the individual is a
partner, and estates or trusts of which the individual is a beneficiary,
all as provided in Section 424(d) of the Code.
(q) "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 and Participation. All Employees are eligible to participate
in this Plan and receive Non-qualified Options under the Plan. All Consultants
are eligible to participate in this Plan and receive Non-qualified Options
hereunder. Optionees in the Plan shall be selected by the Board, in its sole
discretion, from among those Employees and Consultants who, in the opinion of
the Board, are in a position to contribute materially to the Company's continued
growth and development and to its long-term financial success.
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.
(b) At the discretion of the Board, this Plan may be administered by a Committee
which shall be an executive committee of the Board, consisting of not less than
two members of the Board. The members of such Committee may be directors who are
eligible to receive Options under this Plan, but Options may be granted to such
persons only by action of the full Board and not by action of the Committee. At
such time as the Company has any class of equity security which is registered
pursuant to Section 12 of the Securities Exchange Act of 1934, the Committee
shall consist solely of two or more Non-Employee Directors as that term is
defined in Rule 16b-3 under that Act. Such Committee shall have full power and
authority, subject to the limitations of the Plan and any limitations imposed by
the Board, to construe, interpret and administer this Plan and to make
determinations which shall be final, conclusive and binding upon all persons,
including, without limitation, the Company, the shareholders, the directors and
any persons having any interests in any Options which may be granted under this
Plan, and, by resolution or resolution providing for the creation and issuance
of any such Option, to fix the terms upon which, the time or times at or within
which, the price or prices at which any such shares may be purchased from the
Company upon the exercise of such Option. Such terms, time or times and price or
prices shall, in every case, be set forth or incorporated by reference in the
instrument or instruments evidencing such Option, and shall be consistent with
the provisions of this Plan.
(c) If the Committee has been appointed, the Board may from time to time remove
members from, or add members to, the Committee. The Board may terminate the
Committee at any time. Vacancies on the Committee, howsoever caused, shall be
filled by the Board. The Committee shall select one of its members as Chairman,
and shall hold meetings at such times and places as the Chairman may determine.
A majority of the Committee at which a quorum is present, or acts reduced to or
approved in writing by all of the members of the Committee, shall be the valid
acts of the Committee. A quorum shall consist of two-thirds (2/3) of the members
of the Committee.
(d) Where the Committee has been created by the Board, references in this Plan
to actions to be taken by the Board shall be deemed to refer to the Committee as
well, except where limited by this Plan or by the Board.
(e) The Board shall have all of the enumerated powers of the Committee, but
shall not be limited to such powers. No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Option granted under it.
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 1,200,000. 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. Subject to approval of shareholders, the Plan shall
be in effect for ten years from the date of its adoption by the Board. Any
Options outstanding at the end of said period shall remain in effect in
accordance with their terms. The Plan shall terminate before the end of said
period if all Stock subject to it has been purchased pursuant to the exercise of
Options granted under the Plan.
ARTICLE VII
TERMS OF STOCK OPTIONS
VII.1 Grant of Options. Subject to Section V.1, Options may be granted to
Employees or Consultants at any time and from time to time as determined by the
Board. The Board shall have complete discretion in determining the terms and
conditions and number of Options granted to each Optionee. In making such
determinations, the Board may take into account the nature of services rendered
by such Employees or Consultants, their present and potential contributions to
the Company and its Subsidiary Corporations, and such other factors as the Board
in its discretion shall deem relevant.
(a) The Board is expressly given the authority to issue amended or replacement
Options with respect to shares of Stock subject to an Option previously granted
hereunder. An amended Option amends the terms of an Option previously granted
and thereby supersedes the previous Option. A replacement Option is similar to a
new Option granted hereunder except that it provides that it shall be forfeited
to the extent that a previously granted Option is exercised, or except that its
issuance is conditioned upon the termination of a previously granted Option.
VII.2 Option Agreement; Terms and Conditions to Apply Unless Otherwise
Specified. As determined by the Board on the date of grant, each Option shall be
evidenced by an Option agreement (the "Option Agreement") that includes the
non-transferability provisions required by Section X.2 hereof and specifies:
whether the Option is a Non-qualified Option; the Option price; the duration of
the Option; the number of shares of Stock to which the Option applies; any
vesting or exercisability restrictions which the Board may impose. All such
terms and conditions shall be determined by the Board at the time of grant of
the Option.
(a) If not otherwise specified by the Board, the following terms and
conditions shall apply to Options granted under the Plan:
(i) Term. The duration of the Option shall be five years from the date of
grant.
(ii) Exercise of Option. Unless an Option is terminated as provided
hereunder, an Optionee may exercise his Option for up to, but not in excess
of, the amounts of shares subject to the Option specified hereafter, based
on the Optionee's number of years of continuous service with the Company or
a Subsidiary Corporation from the date on which the Option is granted. In
the case of an Optionee who is an Employee, continuous service shall mean
continuous employment; in the case of an Optionee who is a Consultant,
continuous service shall mean the continuous provision of consulting
services. In applying said limitations, the amount of shares, if any,
previously purchased by the Optionee under the Option shall be counted in
determining the amount of shares the Optionee can purchase at any time. The
Optionee may exercise his Option in the following amounts:
(A) After one year of such continuous services, up to but not in excess of
twenty percent of the shares originally subject to the Option;
(B) After two years of such continuous services, up to but not in excess of
forty percent of the shares originally subject to the Option;
(C) After three years of such continuous services, up to but not in excess
of sixty percent of the shares originally subject to the Option;
(D) After four years of such continuous services, up to but not in excess
of eighty percent of the shares originally subject to the Option; and
(E) At the expiration of the fifth year of such continuous services, the
Option may be exercised, in whole or in part, and at any time and from time
to time within its term but it shall not be exercisable after the
expiration of six years from the date on which it was granted (five years
with respect to Significant Shareholders).
(b) The Board shall be free to specify terms and conditions other than
those set forth above, in its discretion.
VII.3 Option Price. The Option Price shall be determined by the Board of
Directors, except that Option Price for consultants and/or independent
contractors may not be less than Fair Market Value on the date of grant.
The Option exercise price shall be subject to adjustment as provided in
Section V.3 above.
VII.4 Term of Options. Each Option shall expire at such time as the Board
shall determine when it is granted, provided however that under no
circumstances shall a Non-qualified Option be exercisable later than the
tenth anniversary date of its grant.
VII.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and
conditions as the Board shall in each instance approve, which need not be
the same for all Optionees.
VII.6 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.
(a) In the case of an Employee, a change of duties or position within the
Company or an assignment of employment in a Subsidiary Corporation or
Parent Corporation of the Company, if any, or from such a Corporation to
the Company, shall not be considered a termination of employment for
purposes of this Plan.
(b) The Option Agreements may contain such provisions as the Board shall
approve with reference to the effect of approved leaves of absence upon
termination of employment.
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 March 1, 2005.
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.
ARTICLE XX
STOCKHOLDER APPROVAL
XX.1Stockholder Approval. This Plan shall be submitted for approval
and ratification by a vote of the holders of a majority of the shares
of Common Stock of the Company no later than June 30, 2005 and shall
not affect the validity of any Option issued under this Plan.
THIS 2005 NON-QUALIFIED STOCK OPTION PLAN was adopted by the Board of
Directors of INTEGRATED MANAGEMENT INFORMATION, INC. on March 1, 2005
to be effective on that date.
INTEGRATED MANAGEMENT INFORMATION, INC.
By:
John Saunders, President and
Chief Executive Officer