EXHIBIT 99.1
CORPORATE EXPRESS, INC.
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
ARTICLE I
PURPOSE
The purpose of the 1996 Stock Option Plan for Outside Directors (the
"Plan") is to enable Corporate Express, Inc. (the "Company") to attract and
retain outside directors and to strengthen the mutuality of interests between
such directors and the Company's stockholders.
ARTICLE II
DEFINITIONS
For purposes of the Plan, the following terms shall have the following
meanings:
2.1 "BOARD" shall mean the Board of Directors of the Company.
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2.2 "CHANGE OF CONTROL" shall mean the occurrence of any one of the
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following: (i) the Company enters into an agreement of reorganization, merger
or consolidation pursuant to which it is not the surviving corporation, other
than a transaction that is accounted for as a pooling of interests, (ii) the
Company sells all or substantially all its assets, or (iii) in excess of 50% of
the issued and outstanding shares of Common Stock is acquired by a single
purchaser or group of related purchasers (other than the Company, a subsidiary
of the Company or an employee benefit plan sponsored by the Company or a
subsidiary).
2.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended,
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and rules and regulations under the Internal Revenue Code of 1986, as amended.
2.4 "COMMON STOCK" shall mean the Common Stock, par value $.0002 per
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share, of the Company.
2.5 "DISABILITY" shall mean a disability due to any medically
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determinable physical or mental impairment that prevents a director from
fulfilling his or her duties as a director, as determined in the reasonable
judgment of the Board.
2.6 "EFFECTIVE DATE" shall mean the date on which the Plan is
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approved by the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present, or represented, and entitled to vote at a duly
held meeting of the stockholders of the Company.
2.7 "ELIGIBLE DIRECTOR" shall mean any member of the Board who, on
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the date on which Options are to be granted, is not an officer or employee of
the Company or any of the Company's subsidiaries, but shall exclude any such
member of the Board who advises the Company in writing of his or her desire not
to participate in the Plan.
2.8 "FAIR MARKET VALUE" for purposes of the Plan, unless otherwise
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required by the Code, shall mean, as of any date, the average of the high and
low sales prices of a share of Common Stock as reported on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading, or, if not listed or traded on any such exchange, on the Nasdaq Stock
Market, or, if not so listed or traded, the fair market value as determined by
the Board, which determination shall be conclusive.
2.9 "OPTIONEE" shall mean an individual to whom a Stock Option has
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been granted under the Plan.
2.10 "STOCK OPTION" or "OPTION" shall mean any option to purchase
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shares of Common Stock granted pursuant to Article VI.
ARTICLE III
ADMINISTRATION
3.1 ADMINISTRATION. The Plan shall be administered and interpreted
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by the Board.
3.2 GUIDELINES. Subject to Article VII, the Board shall have the
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authority to adopt, alter and repeal administrative rules, guidelines and
practices governing the Plan as it, from time to time, deems advisable; to
interpret the terms and provisions of the Plan and any Option granted under the
Plan (and any related agreements); and to otherwise supervise the administration
of the Plan. The Board may correct any defect, supply any omission, conform the
Plan to any change in law or regulation, or reconcile any inconsistency or
ambiguity in the Plan or in any Option in the manner and to the extent it shall
deem necessary to carry the Plan into effect. Notwithstanding the foregoing, no
action of the Board under this Section 3.2 shall impair the rights of any
Optionee without such person's consent, unless otherwise required by law.
3.3 DECISIONS FINAL. Any decision, interpretation or other action
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made or taken in good faith by the Board in accordance with the Plan shall be
final, binding and conclusive on the Company, all members of the Board and their
respective heirs, executors, administrators, successors and assigns.
3.4 DELEGATION. The Board may delegate any or all of its
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administrative responsibilities under the Plan to officers or employees of the
Company.
ARTICLE IV
SHARE LIMITATION
4.1 SHARES. The maximum aggregate number of shares of Common Stock
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that may be issued under the Plan shall be 375,000 shares of Common Stock
(subject to any increase or decrease pursuant to Section 4.2), which may be
either authorized and unissued shares of Common Stock or issued shares of Common
Stock that have been reacquired by the Company. If any Option granted under the
Plan shall expire, terminate or be cancelled for any reason without having been
exercised in full, the number of unpurchased shares shall again be available for
the purposes of the Plan.
4.2 CHANGES. In the event of any merger, reorganization,
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consolidation, recapitalization, dividend (other than a regular cash dividend),
stock split, or other change in the capital structure of the Company affecting
the Common Stock, such substitution or adjustment shall be made in the maximum
aggregate number of shares that may be issued under the Plan, in the number of
shares for which Stock Options are to be granted to Eligible Directors pursuant
to Section 6.2 and in the number of shares subject to, and the option price of,
outstanding Options as may be determined to be appropriate by the Board, in its
sole discretion, provided that the number of shares subject to any Option shall
always be a whole number.
ARTICLE V
ELIGIBILITY
5.1 ELIGIBLE DIRECTORS. Only Eligible Directors shall be granted
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Options under the Plan.
ARTICLE VI
STOCK OPTIONS
6.1 OPTIONS. All Stock Options granted under the Plan shall be non-
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qualified stock options (i.e., options that do not qualify as incentive stock
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options under Section 422 of the Code).
6.2 GRANTS. On the Effective Date, each Eligible Director shall
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automatically be granted Stock Options to purchase 25,000 shares of Common Stock
and each Eligible Director who first becomes a member of the Board after the
Effective Date shall automatically be granted Stock Options to purchase 25,000
shares of Common Stock on the date of his or her selection or election to the
Board. For as long as the Plan remains in effect, each Eligible Director shall
also automatically be granted Stock Options to purchase 10,000 shares of Common
Stock on each anniversary of the date of such initial grant (beginning on the
second such anniversary), provided such person is an Eligible Director on such
date.
6.3 TERMS OF OPTIONS. Options granted under the Plan shall be
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subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the Board
shall, in its discretion, determine:
(a) STOCK OPTION CERTIFICATE. Each Stock Option shall be
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evidenced by, and subject to the terms of, a Stock Option Certificate executed
by the Company. The Stock Option Certificate shall specify the number of shares
of Common Stock subject to the Stock Option, the option price, the option term,
and the other terms and conditions applicable to the Stock Option.
(b) OPTION PRICE. The option price per share of Common Stock
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purchasable upon exercise of a Stock Option shall be equal to the Fair Market
Value of a share of Common Stock on the date the Option is granted.
(c) OPTION TERM. The term of each Stock Option shall be ten
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years from the date of grant.
(d) EXERCISABILITY. Stock Options granted on the Effective Date
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or to Eligible Directors upon their first becoming members of the Board shall
become exercisable as follows: 40% on the first anniversary of the date of
grant, 40% on the second anniversary of the date of grant and 20% on the third
anniversary of the date of grant. All other Stock Options granted pursuant to
Section 6.2 shall become exercisable as follows: 50% on the first anniversary of
the date of grant and 50% on the second anniversary of the date of grant.
(e) METHOD OF EXERCISE. Stock Options may be exercised in whole
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or in part at any time during the option term by giving written notice of
exercise to the
Secretary or Assistant Secretary of the Company, specifying the number of shares
of Common Stock to be purchased. Such notice shall be accompanied by payment in
full of the option price and, if requested, by the representation described in
Section 9.2. The option price may be paid in cash or by check payable to the
Company or in such other form as the Board deems acceptable. Unless otherwise
determined by the Board, in its sole discretion, at the time of grant, payment
in full or in part may be made in the form of Common Stock owned beneficially
and of record by the Optionee (and for which the Optionee has good title free
and clear of any liens and encumbrances) or by reduction in the number of shares
issuable upon such exercise, based, in either case, on the Fair Market Value of
the Common Stock on the exercise date. Upon payment in full of the option
price, as provided herein, a stock certificate or stock certificates
representing the number of shares of Common Stock to which the Optionee is
entitled shall be issued and registered in the name of and delivered to the
Optionee. An Optionee shall not be deemed to be the holder of Common Stock, or
to have the rights of a holder of Common Stock, with respect to shares subject
to the Option, unless and until a stock certificate representing such shares of
Common Stock is issued to such Optionee.
(f) DEATH. If an Optionee ceases to be a member of the Board by
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reason of death, one-half of the Optionee's Stock Options that were not
exercisable on the date of such Optionee's death shall become immediately
exercisable and the legal representative of the Optionee's estate shall be
entitled, for a period of 90 days after the date of the Optionee's death or
until the expiration of the stated term of the Stock Option, whichever is
shorter, to exercise any of the Optionee's Stock Options that were exercisable
on the date of death and any Stock Options as to which the exercisability was
accelerated pursuant to this subsection (f).
(g) DISABILITY. If an Optionee ceases to be a member of the
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Board by reason of Disability, one-half of the Optionee's Stock Options that
were not exercisable on the date on which the Optionee ceased to be a member of
the Board shall become immediately exercisable and the Optionee shall be
entitled, for a period of 90 days after such date or until the expiration of the
stated term of the Stock Option, whichever is shorter, to exercise any Stock
Options that were exercisable on the date on which the Optionee ceases to be a
member of the Board and any Stock Options as to which the exercisability was
accelerated pursuant to this subsection (g); provided, however, that if the
Optionee dies during such 90-day period, any unexercised Stock Options shall
thereafter be exercisable by the legal representative of the Optionee's estate,
to the extent it was exercisable by the Optionee at the date of death, for a
period of 90 days after the date of the Optionee's death or until the expiration
of the stated term of the Stock Option, whichever is shorter.
(h) OTHER TERMINATION. If an Optionee ceases to be a member of
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the Board by reason of retirement or for any reason other than death or
Disability, all Stock Options held by such Optionee shall terminate on the date
on which the Optionee ceases to be a member of the Board.
(i) CHANGE OF CONTROL. In the event of a Change of Control,
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one-half of all outstanding Stock Options shall immediately become fully
exercisable, and upon
payment by the Optionee of the option price (and, if requested, delivery of the
representation described in Section 9.2), a stock certificate representing the
Common Stock covered thereby shall be issued and registered in the name of and
delivered to the Optionee as soon as practicable.
(j) NON-TRANSFERABILITY OF OPTION. No Stock Option shall be
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transferable by an Optionee otherwise than by will or by the laws of descent and
distribution, to the extent consistent with the terms of the Plan and the
Option, and all Stock Options shall be exercisable, during an Optionee's
lifetime, only by the Optionee.
ARTICLE VII
TERMINATION OR AMENDMENT
7.1 TERMINATION OR AMENDMENT OF THE PLAN. The Board may at any time
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amend, discontinue or terminate the Plan in whole or in part (including any
amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement referred to in Article IX); provided, however, that,
unless otherwise required by law, the rights of an Optionee with respect to
Options granted prior to such amendment, discontinuance or termination, may not
be impaired without the consent of such Optionee and, provided further, without
the approval of the Company's stockholders, no amendment may be made that would
(i) materially increase the aggregate number of shares of Common Stock that may
be issued under the Plan (except by operation of Section 4.2); (ii) materially
modify the requirements as to eligibility to participate in the Plan; or (iii)
materially increase the benefits accruing to participants under the Plan.
Notwithstanding the foregoing, the provisions of Articles V and VI may not be
amended more than once every six months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act, or the rules thereunder.
7.2 AMENDMENT OF OPTIONS. The Board may amend the terms of any
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Stock Options, prospectively or retroactively, but, subject to Article IV, no
such amendment or other action by the Board shall impair the rights of any
Optionee without the Optionee's consent.
ARTICLE VIII
UNFUNDED PLAN
8.1 UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an
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"unfunded" plan for incentive compensation. With respect to any payment not yet
made to an Optionee by the Company, nothing contained herein shall give any such
individual any rights that are greater than those of a general creditor of the
Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 NONASSIGNMENT. Except as otherwise provided in the Plan,
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Options granted hereunder and the rights and privileges conferred thereby shall
not be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of such Option, right or privilege contrary to
the provisions hereof, or upon the levy of any attachment or similar process
thereon, such Option and the rights and privileges conferred thereby shall
immediately terminate and the Option shall immediately be forfeited to the
Company.
9.2 LEGEND. The Board may require each person purchasing shares
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upon exercise of an Option to represent to the Company in writing that the
Optionee is acquiring the shares for investment only and not for resale or with
a view to distribution and to make such other representations as the Board may
require. The stock certificates representing such shares may include any legend
which the Board deems appropriate to reflect any restrictions on transfer.
All certificates representing shares of Common Stock delivered under
the Plan shall be subject to such stock transfer orders and other restrictions
as the Board may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed or traded or the Nasdaq Stock Market, any
applicable Federal or state securities law, and any applicable corporate law,
and the Board may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.
9.3 OTHER PLANS. Nothing contained in the Plan shall prevent the
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Board from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.
9.4 NO RIGHT TO CONTINUE RELATIONSHIP. Neither the Plan nor the
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grant of any Option under the Plan shall confer upon any person any right to
continue as a director of the Company or obligate the Company to nominate any
director for reelection by the Company's stockholders.
9.5 LISTING AND OTHER CONDITIONS.
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(a) The issuance of any shares of Common Stock upon exercise of
an Option shall be conditioned upon such shares being listed on a national
securities exchange or on the Nasdaq Stock Market. The Company shall have no
obligation to issue
such shares unless and until such shares are so listed, and the right to
exercise any Option shall be suspended until such listing has been effected.
(b) If at any time counsel to the Company shall be of the
opinion that any sale or delivery of shares of Common Stock upon exercise of an
Option is or may in the circumstances be unlawful or result in the imposition of
a material amount of excise taxes under the statutes, rules or regulations of
any applicable jurisdiction, the Company shall have no obligation to make such
sale or delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock, and the right to exercise any
Option shall be suspended until, in the opinion of such counsel, such sale or
delivery shall be lawful or shall not result in the imposition of a material
amount of excise taxes.
(c) Upon termination of any period of suspension under this
Section 9.5, any Option affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before such
suspension and as to shares which would otherwise have become available during
the period of such suspension, but no such suspension shall extend the term of
any Option.
9.6 GOVERNING LAW. The Plan and actions taken in connection
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herewith shall be governed and construed in accordance with the laws of the
State of Colorado.
9.7 CONSTRUCTION. Wherever any words are used in the Plan in the
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masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
9.8 LIABILITY OF THE BOARD. No member of the Board nor any employee
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of the Company or any of its subsidiaries shall be liable for any act or action
hereunder, whether of omission or commission, by any other member of the Board
or employee or by any agent to whom duties in connection with the administration
of the Plan have been delegated or, except in circumstances involving bad faith,
gross negligence or fraud, for anything done or omitted to be done by himself.
9.9 COSTS. The Company shall bear all expenses incurred in
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administering the Plan, including expenses of issuing Common Stock upon the
exercise of Options.
9.10 SEVERABILITY. If any part of the Plan shall be determined to be
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invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of the Plan which shall continue
in full force and effect.
9.11 SUCCESSORS. The Plan shall be binding upon and inure to the
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benefit of any successor or successors of the Company.
9.12 HEADINGS. Article and section headings contained in the Plan
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are included for convenience only and are not to be used in construing or
interpreting the Plan.
ARTICLE X
TERM OF PLAN
10.1 EFFECTIVE DATE. The Plan shall be effective as of the Effective
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Date.
10.2 TERMINATION. Unless sooner terminated, the Plan shall terminate
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ten years after the Effective Date and no Options shall be granted thereafter.
Termination of the Plan shall not affect Options granted before such date, which
shall continue to be exercisable, in accordance with the terms of the Plan,
after the Plan terminates.
CORPORATE EXPRESS, INC.
STOCK OPTION CERTIFICATE
This certifies that, pursuant to the Corporate Express, Inc. 1996
Stock Option Plan for Outside Directors, an option to purchase shares of Common
Stock of Corporate Express, Inc. has been granted as follows:
Name and Address
of Optionee:
Position of
Optionee: Non-Employee Director
Date of Grant:
Type of Option: Non-Qualified
Number of shares
subject to Option:
Exercise Price:
Vesting Date:
Expiration Date:
The option is subject to all the terms and conditions of the
aforementioned Plan, a copy of which is attached to this certificate.
Date: CORPORATE EXPRESS, INC.
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By:
Title: