INACOM 1997 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 NAME. The name of the plan shall be the InaCom 1997 Stock Plan (the
"Plan").
1.2 PURPOSE OF PLAN. The purpose of the Plan is to foster and promote the
long-term financial success of the Company and increase stockholder value by (a)
motivating superior performance by means of stock incentives, (b) encouraging
and providing for the acquisition of an ownership interest in the Company by
Employees and (c) enabling the Company to attract and retain the services of a
management team responsible for the long-term financial success of the Company.
SECTION 2
DEFINITIONS
2.1 DEFINITIONS. Whenever used herein, the following terms shall have the
respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Award" means any Option, Stock Appreciation Right, Restricted Stock,
Stock Bonus, or any combination thereof, including Awards combining
two or more types of Awards in a single grant.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Compensation Committee of the Board, which shall
consist of two or more members, each of whom shall be a "non-employee
director" within the meaning of Rule 16b-3 as promulgated under the
Act.
(f) "Company" means InaCom Corp., a Delaware corporation (and any
successor thereto) and its Subsidiaries.
(g) "Director Award" means an award of Stock and a grant of stock options
granted to each Eligible Director pursuant to Section 7.1 without any
action by the Board or the Committee.
(h) "Eligible Director" means a person who is serving as a member of the
Board and who is not an Employee.
(i) "Employee" means any employee of the Company or any of its
Subsidiaries.
(j) "Fair Market Value" means, on any date, the average of the high and
low sales prices of the Stock as reported on the national Association
of Securities Dealers Automated Quotation system (or on such other
recognized market or quotation system on which the trading prices of
the Stock are traded or quoted at the relevant time) on such date. In
the event that there are no Stock transactions reported on such system
(or such other system) on such date, Fair Market Value shall mean the
average of the high and low sale prices on the immediately preceding
date on which Stock transactions were so reported.
(k) "Option" means the right to purchase Stock at a stated price for a
specified period of time. For purposes of the Plan, an Option may be
either (i) an Incentive Stock Option within the meaning of Section 422
of the Code or (ii) a Nonstatutory Stock Option.
(l) "Participant" means any Employee designated by the Committee to
participate in the Plan.
(m) "Plan" means the InaCom Corp. 1997 Stock Plan, as in effect from time
to time.
(n) "Restricted Stock" shall mean a share of Stock granted to a
Participant subject to such restrictions as the Committee may
determine.
(o) "Stock" means the Common Stock of the Company, par value $.10 per
share.
(p) "Stock Appreciation Right" means the right, subject to such terms and
conditions as the Committee may determine, to receive an amount in
cash or Stock, as determined by the Committee, equal to the excess of
(i) the Fair Market Value, as of the date such Stock Appreciation
Right is exercised, of the number of shares of Stock covered by the
Stock Appreciation Right being exercised over (ii) the aggregate
exercise price of such Stock Appreciation Right.
(q) "Stock Bonus" means the grant of Stock as compensation from the
Company, which may be in lieu of cash compensation otherwise
receivable by the Participant or in addition to such cash
compensation.
(r) "Subsidiary" means any corporation or partnership in which the Company
owns, directly or indirectly, 50% or more of the total combined voting
power of all classes of stock of such corporation or of the capital
interest or profits interest of such partnership.
2.2 GENDER AND NUMBER. Except when otherwise indicated by the context, words
in the masculine gender used in the Plan shall include the feminine gender, the
singular shall include the plural, and the plural shall include the singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Except as otherwise provided in Section 7.1, the only persons eligible to
participate in the Plan shall be those Employees selected by the Committee as
Participants.
SECTION 4
POWERS OF THE COMMITTEE
4.1 POWER TO GRANT. The Committee shall determine the Participants to whom
Awards shall be granted, the type or types of Awards to be granted, and the
terms and conditions of any and all such Awards. The Committee may establish
different terms and conditions for different types of Awards, for different
Participants receiving the same type of Awards, and for the same Participant for
each Award such Participant may receive, whether or not granted at different
times.
4.2 ADMINISTRATION. The Committee shall be responsible for the administration
of the Plan. The Committee, by majority action thereof, is authorized to
prescribe, amend, and rescind rules and regulations relating to the Plan, to
provide for conditions deemed necessary or advisable to protect the interests of
the Company, and to make all other determinations necessary or advisable for the
administration and interpretation of the Plan in
order to carry out its provisions and purposes. Determinations,
interpretations, or other actions made or taken by the Committee pursuant to the
provisions of the Plan shall be final, binding, and conclusive for all purposes
and upon all persons.
SECTION 5
STOCK SUBJECT TO PLAN
5.1 NUMBER. Subject to the provisions of Section 5.3, the number of shares of
Stock subject to Awards (including Director Awards) under the Plan may not
exceed 1,400,000 shares of Stock. The shares to be delivered under the Plan may
consist, in whole or in part, of treasury Stock or authorized but unissued
Stock, not reserved for any other purpose. The maximum number of shares of
Stock with respect to which Awards may be granted to any one Employee under the
Plan is 20% of the aggregate number of shares of Stock available for Awards
under Section 5.1.
5.2 CANCELLED, TERMINATED OR FORFEITED AWARDS. Any shares of Stock subject to
an Award which for any reason are cancelled, terminated or otherwise settled
without the issuance of any Stock shall again be available for Awards under the
Plan.
5.3 ADJUSTMENT IN CAPITALIZATION. In the event of any Stock dividend or Stock
split, recapitalization (including, without limitation, the payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to stockholders, exchange of shares, or other similar
corporate change, (i) the aggregate number of shares of Stock available for
Awards under Section 5.1 and (ii) the number of shares and exercise price with
respect to Options and the number, prices and dollar value of other Awards, may
be appropriately adjusted by the Committee, whose determination shall be
conclusive. If, pursuant to the preceding sentence, an adjustment is made to
the number of shares of Stock authorized for issuance under the Plan, a
corresponding adjustment shall be made with respect to Director Awards granted
pursuant to Section 7.1.
SECTION 6
STOCK OPTIONS
6.1 GRANT OF OPTIONS. Options may be granted to Participants at such time or
times as shall be determined by the Committee. Options granted under the Plan
may be of two types: (i) Incentive Stock Options and (ii) Nonstatutory Stock
Options. The Committee shall have complete discretion in determining the number
of Options, if any, to be granted to a Participant. Each Option shall be
evidenced by an Option agreement that shall specify the type of Option granted,
the exercise price, the duration of the Option, the number of shares of Stock to
which the Option pertains, the exercisability (if any) of the Option in the
event of death, retirement, disability or termination of employment, and such
other terms and conditions not inconsistent with the Plan as the Committee shall
determine.
6.2 OPTION PRICE. Nonstatutory Stock Options and Incentive Stock Options
granted pursuant to the Plan shall have an exercise price which is not less than
the Fair Market Value on the date the Option is granted.
6.3 EXERCISE OF OPTIONS. Options awarded to a Participant under the Plan shall
be exercisable at such times and shall be subject to such restrictions and
conditions as the Committee may impose, subject to the Committee's right to
accelerate the exercisability of such Option in its discretion. Notwithstanding
the foregoing, no Option shall be exercisable for more than ten years after the
date on which it is granted.
6.4 PAYMENT. The Committee shall establish procedures governing the exercise
of Options, which shall require that written notice of exercise be given and
that the Option price be paid in full in cash or cash equivalents, including by
personal check, at the time of exercise or pursuant to any arrangement that the
Committee shall approve. The Committee may, in its discretion, permit a
participant to make payment (i) in Stock already
owned by the Participant valued at its Fair Market Value on the date of exercise
(if such Stock has been owned by the Participant for at least six months) or
(ii) by electing to have the Company retain Stock which would otherwise be
issued on exercise of the Option, valued at its Fair Market Value on the date of
exercise. As soon as practicable after receipt of a written exercise notice and
full payment of the exercise price, the Company shall deliver to the Participant
a certificate or certificates representing the acquired shares of Stock.
6.5 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to the
contrary, no term of this Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, or shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code, or, without the consent of any Participant affected thereby, to
cause any Incentive Stock Option previously granted to fail to qualify for the
Federal income tax treatment afforded under Section 421 of the Code.
SECTION 7
DIRECTOR AWARDS
7.1 AMOUNT OF AWARD. Each Eligible Director shall receive an annual grant of
Stock in the amount of 150 shares of Stock for each Board meeting attended by
such Eligible Director (other than meetings by written consent or telephone
communications); such grants shall be made on the date of and immediately
following the annual meeting of stockholders (beginning with the 1998 annual
stockholders' meeting) based on the number of Board meetings attended subsequent
to the prior annual stockholders' meeting. In addition, each Eligible Director
shall receive an annual grant of a Nonstatutory Stock Option to acquire 1,000
shares of Stock exercisable at the Fair Market Value of the Company's common
stock on the date of grant; such grant shall be made on the date of and
immediately following the annual meeting of stockholders (beginning with the
1997 Annual Stockholders' Meeting). Furthermore, each Eligible Director who
becomes an Eligible Director for the first time on or after January 1, 1997
shall receive a one-time grant of a Nonstatutory Stock Option to acquire 5,000
shares of Stock exercisable at the Fair Market Value of the Company's common
stock on the date on which such person first becomes a director of the Company;
such options shall become exercisable in one-third increments beginning on the
first anniversary of the date of grant. The Stock and Nonstatutory Stock
Options awarded to a director hereunder shall be appropriately adjusted in the
event of any stock changes as described in Section 5.3.
SECTION 8
STOCK APPRECIATION RIGHTS
8.1 SAR'S IN TANDEM WITH OPTIONS. Stock Appreciation Rights may be granted to
Participants in tandem with any Option granted under the Plan, either at or
after the time of the grant of such Option, subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine. Each Stock Appreciation Right shall only be exercisable to the
extent that the corresponding Option is exercisable, and shall terminate upon
termination or exercise of the corresponding Option. Upon the exercise of any
Stock Appreciation Right, the corresponding Option shall terminate.
8.2 OTHER STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may also be
granted to participants separately from any Option, subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine.
SECTION 9
RESTRICTED STOCK
9.1 GRANT OF RESTRICTED STOCK. The Committee may grant Restricted Stock to
Participants at such times and in such amounts, and subject to such other terms
and conditions not inconsistent with the Plan as it shall determine. Each grant
of Restricted Stock shall be subject to such restrictions, which may relate to
continued employment with the Company, performance of the Company, or other
restrictions, as the Committee may determine. Each grant of Restricted Stock
shall be evidenced by a written agreement setting forth the terms of such Award.
9.2 REMOVAL OF RESTRICTIONS. The Committee may accelerate or waive such
restrictions in whole or in part at any time in its discretion.
SECTION 10
STOCK BONUSES
10.1 GRANT OF STOCK BONUSES. The Committee may grant a Stock Bonus to a
Participant at such times and in such amounts, and subject to such other terms
and conditions not inconsistent with the Plan, as it shall determine.
10.2 EFFECT ON COMPENSATION. The Committee may from time to time determine to
grant a Stock Bonus in lieu of salary or cash bonuses otherwise payable to a
Participant.
SECTION 11
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
11.1 GENERAL. The Board may from time to time amend, modify or terminate any or
all of the provisions of the Plan, subject to the provisions of this Section
11.1. The Board may not change the Plan in a manner which would prevent
outstanding Incentive Stock Options granted under the Plan from being Incentive
Stock Options without the consent of the optionees concerned. Furthermore, the
Board may not make any amendment which would (i) materially modify the
requirements for participation in the Plan or (ii) increase the number of shares
of Stock subject to Awards under the Plan pursuant to Section 5.1, in each case
without the consent and approval of the holders of a majority of the outstanding
shares of Stock entitled to vote thereon. No amendment or modification shall
affect the rights of any Employee with respect to a previously granted Award,
nor shall any amendment or modification affect the rights of any Eligible
Director pursuant to a previously granted Director Award.
11.2 TERMINATION OF PLAN. No further Options shall be granted under the Plan
subsequent to December 31, 2006, or such earlier date as may be determined by
the Board.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 BENEFICIARY DESIGNATION. Each Participant under the Plan may from time to
time name any beneficiary or beneficiaries (who may be named contingent or
successively) to whom any benefit under the Plan is to be paid or by whom any
right under the Plan is to be exercised in case of his death. Each designation
will revoke all prior designations by the same Participant shall be in a form
prescribed by the Committee, and will be effective only when filed in writing
with the Committee. In the absence of any such designation, Awards outstanding
at death may be exercised by the Participant's surviving spouse, if any, or
otherwise by his estate, subject to the terms and conditions of the Award.
12.2 NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan shall
interfere with or limit in any way the right of the Company or any Subsidiary to
terminate any Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company or any
Subsidiary. No Employee shall have a right to be selected as a Participant, or,
having been so selected, to receive any future Awards.
12.3 TAX WITHHOLDING. The Company shall have the power to withhold, or require
a Participant or Eligible Director to remit to the Company, an amount sufficient
to satisfy federal, state, and local withholding tax requirements on any Award
under the Plan, and the Company may defer issuance of Stock until such
requirements are satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee shall impose,
(i) to have shares of Stock otherwise issuable under the Plan withheld by the
Company or (ii) to deliver to the Company previously acquired shares of Stock,
in each case having a Fair Market Value sufficient to satisfy all or part of the
Participant's estimated total federal, state and local tax obligation associated
with the transaction.
12.4 CHANGE OF CONTROL. On the date of a Change of Control, all outstanding
options and stock appreciation rights shall become immediately exercisable and
all restrictions with respect to Restricted Stock shall lapse. "Change of
Control" shall mean:
(i) The acquisition (other than from the Company) by any person,
entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Act (excluding any acquisition or holding by (i)
the Company or its subsidiaries or (ii) any employee benefit plan
of the Company or its subsidiaries which acquires beneficial
ownership of voting securities of the Company) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Act) of 50% or more of either the then outstanding shares of
common stock or the combined voting power of the Company's then
outstanding voting securities entitled to vote generally in the
election of directors; or
(ii) Individuals who, as of the date hereof, constitute the Board (as
of the date hereof the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any
person becoming a director subsequent to the date hereof whose
election, or nomination for the election by the Company's
stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be, for
purposes of this Plan, considered as though such person were a
member of the Incumbent Board; or
(iii) Approval by the stockholders of the Company of a reorganization,
merger or consolidation, in each case, with respect to which
persons who were the stockholders of the Company immediately
prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the combined voting
power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company's then
outstanding voting securities, or a liquidation or dissolution of
the Company or of the sale of all or substantially all of the
assets of the Company.
12.5 COMPANY INTENT. The Company intends that the Plan comply in all respects
with Rule 16b-3 under the Act, and any ambiguities or inconsistencies in the
construction of the Plan shall be interpreted to give effect to such intention.
12.6 REQUIREMENTS OF LAW. The granting of Awards and the issuance of shares of
Stock shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or securities exchanges as may be
required.
12.7 EFFECTIVE DATE. The Plan shall be effective upon its adoption by the Board
subject to approval by the affirmative vote of the holders of a majority of the
shares of Stock present in person or by proxy at a stockholders' meeting.
12.8 GOVERNING LAW. The Plan, and all agreements hereunder, shall be construed
in accordance with and governed by the laws of the State of Delaware.