Exhibit 10.9
WORKFLOW MANAGEMENT, INC.
1998 STOCK INCENTIVE PLAN
1. PURPOSE WORKFLOW MANAGEMENT, INC., a Delaware corporation (the
"Company"), wishes to recruit, reward, and retain employees
and outside directors. To further these objectives, the
Company hereby sets forth the Workflow Management, Inc. 1998
Stock Incentive Plan (the "Plan") to provide options
("Options") or direct grants of stock, which may include
stock appreciation rights, restricted stock, deferred stock
and other stock-based awards (collectively, all stock-based
awards other than Options are referred to herein as "Stock
Grants" and, Stock Grants together with the Options are
referred to as "Awards") to employees and outside directors
with respect to shares of the Company's common stock (the
"Common Stock"). The Plan is effective as of the effective
date (the "Effective Date") of the Company's registration
under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act") with respect to its initial public offering
("IPO").
2. PARTICIPANTS All employees of the Company and any Eligible Subsidiaries
(as defined in Section 16) are eligible for Options and
Stock Grants under this Plan, as are the directors of the
Company and the Eligible Subsidiaries who are not employees
("Eligible Directors"). Eligible employees and directors
become "optionees" when the Administrator grants them an
option under this Plan or "recipients" when they receive a
direct grant of Common Stock. (Optionees and recipients are
referred to collectively as "participants." The term
participant also includes, where appropriate, a person
authorized to exercise an Award in place of the original
optionee.) The Administrator may also grant Options or make
Stock Grants to certain other service providers.
Employee as such term is used in this Plan means any person
employed as a common law employee of the Company or an
Eligible Subsidiary.
3. ADMINISTRATOR The Administrator will be the Compensation Committee of the
Board of Directors of the Company (the "Compensation
Committee"), unless the Board specifies another committee.
The Board may also act under the Plan as though it were the
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1998 Stock Incentive Plan
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Compensation Committee. The Board of Directors of U. S.
Office Products Company ("U.S. Office Products"), directly
or through a committee of directors, may act as
Administrator before the Common Stock of the Company is
distributed to the stockholders of U.S. Office Products
pursuant to an Agreement and Plan of Distribution to which
U.S. Office Products and the Company will be parties (the
"Distribution").
The Administrator is responsible for the general operation
and administration of the Plan and for carrying out its
provisions and has full discretion in interpreting and
administering the provisions of the Plan. Subject to the
express provisions of the Plan, the Administrator may
exercise such powers and authority of the Board as the
Administrator may find necessary or appropriate to carry out
its functions. The Administrator may delegate its functions
(other than those described in Section 4) to officers or
other employees of the Company.
The Administrator's powers will include, but not be limited
to, the power to amend, waive, or extend any provision or
limitation of any Award. The Administrator may act through
meetings of a majority of its members or by unanimous
consent.
4. GRANTING OF Subject to the terms of the Plan, the Administrator will, in
AWARDS its sole discretion, determine
the participants who receive Awards,
the terms and restrictions, if any, of such Awards,
the schedule for exercisability or nonforfeitability
(including any requirements that the participant or the
Company satisfy performance criteria),
the time and conditions for expiration of the Award,
and
the form of payment due upon exercise of the Award, if
any.
The Administrator's determinations under the Plan need not
be uniform and need not consider whether possible
participants are similarly situated.
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1998 Stock Incentive Plan
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Options granted to employees may be nonqualified stock
options ("NQSOs") or "incentive stock options" ("ISOs")
within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), or
the corresponding provision of any subsequently enacted tax
statute. Options granted to Eligible Directors must be
NQSOs. The Administrator will not grant ISOs unless the
stockholders have approved the Plan.
The Administrator may impose such conditions on or charge
such price for the Stock Grants as it deems appropriate.
SUBSTITUTIONS The Administrator may also grant Awards in substitution for
options or other equity interests held by individuals (i) as
a result of their employment by or services to U.S. Office
Products before the Distribution or (ii) who become
Employees of the Company or of an Eligible Subsidiary as a
result of the Company's acquiring or merging with the
individual's employer or acquiring its assets. If necessary
to conform the Awards to the interests for which they are
substitutes, the Administrator may grant substitute Awards
under terms and conditions that vary from those the Plan
otherwise requires. Awards in substitution for U.S. Office
Products' options in connection with the Distribution will
retain their pre-Distribution exercise schedule and terms
(including Change of Control provisions) and expiration
date.
5. DIRECTOR Each Eligible Director will receive an Option ("Formula
FORMULA Option") as of the Effective Date with respect to
OPTION 15,000 shares of Common Stock. Each Eligible Director
serving on the Board at each annual meeting of the Company's
shareholders (beginning with the meeting at least six months
after the Effective Date) will receive a Formula Option as
of that meeting with respect to such number of shares of
Common Stock as the Board may determine.
EXERCISE Each Formula Option will vest and become exercisable as to
SCHEDULE 100% of the covered shares on the first anniversary
of its Date of Grant (as defined below). Options will be
forfeited to the extent they are not then vested and
exercisable if a director resigns, fails to be reelected as
a director, dies or becomes disabled.
6. DATE OF GRANT The Date of Grant will be the date as of which this Plan or
the Administrator grants an Award to a participant, as
specified in the Plan or in the Administrator's minutes.
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7. EXERCISE PRICE The Exercise Price is the value of the consideration that a
participant must provide in exchange for one share of Common
Stock. The Administrator will determine the Exercise Price
under
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each Award and may set the Exercise Price without regard to
the Exercise Price of any other Awards granted at the same
or any other time. The Company may use the consideration it
receives from the participant for general corporate
purposes.
The Exercise Price per share for NQSOs may not be less than
100% of the Fair Market Value of a share on the Date of
Grant. If an Option is intended to be an ISO, the Exercise
Price per share may not be less than 100% of the Fair Market
Value (on the Date of Grant) of a share of Common Stock
covered by the Option; provided, however, that if the
Administrator decides to grant an ISO to someone covered by
Sections 422(b)(6) and 424(d) of the Code (more-than-10%
stock owner), the Exercise Price of the Option must be at
least 110% of the Fair Market Value (on the Date of Grant).
The Administrator may satisfy any state law requirements
regarding adequate consideration for Stock Grants by (i)
issuing Common Stock held as treasury stock or (ii) charging
the recipients at least the par value for the shares covered
by the Stock Grant. The Administrator may designate that a
recipient may satisfy (ii) either by direct payments or by
the Administrator's withholding from other payments due to
the recipient.
FAIR MARKET Fair Market Value of a share of Common Stock for purposes of
VALUE the Plan will be determined as follows:
if the Common Stock is traded on a national securities
exchange, the closing sale price on that date;
if the Common Stock is not traded on any such exchange,
the closing sale price as reported by the National
Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq") for such date;
if no such closing sale price information is available,
the average of the closing bid and asked prices as
reported by Nasdaq for such date; or
if there are no such closing bid and asked prices, the
average of the closing bid and asked prices as reported
by any other commercial service for such date.
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For any date that is not a trading day, the Fair Market
Value of a share of Common Stock for such date shall be
determined by using the closing sale price or the average of
the closing bid and asked prices, as appropriate, for the
immediately preceding trading day.
The Fair Market Value will be deemed equal to the IPO price
for any Options granted as of the date on which the IPO's
underwriters price the IPO.
8. EXERCISABILITY The Administrator will determine the times and conditions
for exercise of or purchase under each Award but may not
extend the period for exercise beyond the tenth anniversary
of its Date of Grant (or five years for ISOs granted to 10%
owners covered by Code Sections 422(b)(6) and 424(d)).
Awards will become exercisable at such times and in such
manner as the Administrator determines and the Award
Agreement, if any, indicates; provided, however, that the
Administrator may, on such terms and conditions as it
determines appropriate, accelerate the time at which the
participant may exercise any portion of an Award or at which
restrictions on Stock Grants lapse. For Stock Grants,
"exercise" refers to acceptance of the Award or lapse of
restrictions, as appropriate in context.
If the Administrator does not specify otherwise, Options
will become exercisable and restrictions on Stock Grants
will lapse as to 25% of the covered shares on each of the
first through fourth anniversaries of the Date of Grant.
No portion of an Award that is unexercisable at a
participant's termination of employment will thereafter
become exercisable, unless the Award Agreement provides
otherwise, either initially or by amendment.
CHANGE OF Upon a Change of Control (as defined below), all Options
CONTROL will become fully exercisable and all restrictions on
Stock Grants will lapse. A Change of Control for this
purpose means the occurrence, after the Company's IPO, of
any one or more of the following events, unless otherwise
determined by the Administrator at or after grant of Awards,
but prior to the occurrence of such Change in Control:
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1998 Stock Incentive Plan
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a) a person, entity, or group (other than the Company,
any Company subsidiary, any Company benefit plan, or
any underwriter temporarily holding securities for an
offering of such securities) acquires ownership of
more than 25% of the undiluted total voting power of
the Company's then-outstanding securities eligible to
vote to elect members of the Board ("Company Voting
Securities");
b) the individuals (A) who, as of the closing date of the
IPO, constitute the Board of Directors of the Company
(the "Original Directors") or (B) who thereafter are
elected to the Board and whose election, or nomination
for election, to the Board was approved by a vote of
at least two-thirds (2/3) of the Original Directors
then still in office (such directors becoming
"Additional Original Directors" immediately following
their election) or (C) who are elected to the Board
and whose election, or nomination for election, to the
Board was approved by a vote of at least two-thirds
(2/3) of the Original Directors and Additional
Original Directors then still in office (such
directors also becoming "Additional Original
Directors" immediately following their election) cease
for any reason to constitute a majority of the members
of the Board;
c) consummation of a merger or consolidation of the
Company into any other entity - unless the holders of
the Company Voting Securities outstanding immediately
before such consummation, together with any trustee or
other fiduciary holding securities under a Company
benefit plan, hold securities that represent
immediately after such merger or consolidation at
least 75% of the combined voting power of the then
outstanding voting securities of either the Company or
the other surviving entity or its parent; or
d) the stockholders of the Company approve (i) a plan of
complete liquidation or dissolution of the Company or
(ii) an agreement for the Company's sale or
disposition of all or substantially all the Company's
assets, (i.e., 50% or more of the total assets of the
Company) and such liquidation, dissolution, sale, or
disposition is consummated.
Even if other tests are met, a Change of Control has
not occurred under any circumstance in which the
Company files
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1998 Stock Incentive Plan
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for bankruptcy protection or is reorganized following
a bankruptcy filing.
The provisions of Section 15 of the Plan will also
apply if the Change of Control is a Substantial
Corporate Change (as defined in Section 15).
9. LIMITATION ON An Option granted to an employee will be an ISO only to the
ISOs extent that the aggregate Fair Market Value (determined
at the Date of Grant) of the stock with respect to which
ISOs are exercisable for the first time by the optionee
during any calendar year (under the Plan and all other plans
of the Company and its subsidiary corporations, within the
meaning of Code Section 422(d)), does not exceed $100,000.
This limitation will be applied by taking Options into
account in the order in which such Options were granted. If,
by design or operation, the Option exceeds this limit, the
excess will be treated as an NQSO.
10. METHOD OF To exercise any exercisable portion of an Award, the
EXERCISE participant must:
Deliver a written notice of exercise to the Secretary
of the Company (or to whomever the Administrator
designates), in a form complying with any rules the
Administrator may issue, signed by the participant,
and specifying the number of shares of Common Stock
underlying the portion of the Award the participant is
exercising;
Pay the full Exercise Price, if any, by cashier's or
certified check for the shares of Common Stock with
respect to which the Award is being exercised,
unless the Administrator consents to another form of
payment (which could include Common Stock, Stock
Grants, other Awards or other property); and
Deliver to the Administrator such representations
and documents as the Administrator, in its sole
discretion, may consider necessary or advisable.
Payment in full of the Exercise Price need not accompany the
written notice of exercise provided the notice directs that
the stock certificates for the shares issued upon the
exercise be delivered to a licensed broker acceptable to the
Company as the agent for the
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1998 Stock Incentive Plan
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individual exercising the option and at the time the stock
certificates are delivered to the broker, the broker will
tender to the Company cash or cash equivalents acceptable to
the Company and equal to the Exercise Price.
If the Administrator agrees to payment through the tender to
the Company of shares of Common Stock, the individual must
have held the stock being tendered for at least six months
at the time of surrender. Shares of stock offered as payment
will be valued, for purposes of determining the extent to
which the participant has paid the Exercise Price, at their
Fair Market Value on the date of exercise. The Administrator
may also, in its discretion, accept attestation of ownership
of Common Stock and issue a net number of shares upon Option
exercise.
11. AWARD No one may exercise an Award more than ten years after its
EXPIRATION Date of Grant (or five years, for an ISO granted
to a more-than-10% shareholder). Unless the
Award Agreement provides otherwise, either initially or by
amendment, no one may exercise an Award after the first to
occur of:
EMPLOYMENT The 90th day after the date of termination of employment
TERMINATION (other than for death or disability), where termination of
employment means the time when the employer-employee or
other service-providing relationship between the employee
and the Company ends for any reason, including retirement.
Unless the Award Agreement provides otherwise, termination
of employment does not include instances in which the
Company immediately rehires a common law employee as an
independent contractor. The Administrator, in its sole
discretion, will determine all questions of whether
particular terminations or leaves of absence are
terminations of employment. Notwithstanding the foregoing,
if the Administrator determines that the participant's
termination of employment was for cause, all unexercised
Awards held by the participant shall immediately terminate.
DISABILITY For disability, the earlier of (i) the first anniversary of
the participant's termination of employment for disability
and (ii) thirty (30) days after the participant no longer
has a disability, where "disability" means the inability to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that
can be expected to result in death or that has lasted or can
be expected to last for a continuous period of not
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less than twelve months; or
DEATH The date twelve months after the participant's death.
If exercise is permitted after termination of employment,
the Award will nevertheless expire as of the date that the
former service provider violates any covenant not to compete
in effect between the Company and the former employee. In
addition, an optionee who exercises an Option more than 90
days after termination of employment with the Company and/or
the Eligible Subsidiaries will only receive ISO treatment to
the extent permitted by law, and becoming or remaining an
employee of another related company (that is not an Eligible
Subsidiary) or an independent contractor to the Company will
not prevent loss of ISO status as a result of the formal
termination of employment.
Nothing in this Plan extends the term of an Award beyond the
tenth anniversary of its Date of Grant, nor does anything in
this Section 11 make an Award exercisable that has not
otherwise become exercisable.
12. AWARD Option Agreements will set forth the terms of each Option
AGREEMENT and will include such terms and conditions, consistent with
the Plan, as the Administrator may determine are necessary
or advisable. To the extent an Option Agreement is
inconsistent with the Plan, the Plan will govern. The Option
Agreements may contain special rules. The Administrator may,
but is not required to, issue agreements for Stock Grants.
13. STOCK SUBJECT Except as adjusted pursuant to Section 15,
TO PLAN
the aggregate number of shares of Common Stock that
may be issued under Awards may not exceed 30% of the
outstanding shares of Common Stock following the
Distribution and without regard to the IPO;
provided, however, that in no event may the
aggregate number of shares of Common Stock that may
be issued under Awards that are ISOs exceed 600,000
shares; and
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1998 Stock Incentive Plan
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the maximum number of shares that may be granted
under Awards for a single individual in a calendar
year may not exceed 1,500,000 shares. (The
individual maximum applies only to Awards first made
under this Plan and not to Awards made in
substitution of a prior employer's options or other
incentives, except as Code Section 162(m) otherwise
requires.)
The Common Stock will come from either authorized but
unissued shares or from previously issued shares that the
Company reacquires, including shares it purchases on the
open market. If any Award expires, is canceled, or
terminates for any other reason, the shares of Common Stock
available under that Award will again be available for the
granting of new Awards (but will be counted against that
calendar year's limit for a given individual).
No adjustment will be made for a dividend or other right for
which the record date precedes the date of exercise.
The participant will have no rights of a stockholder with
respect to the shares of stock subject to an Award except to
the extent that the Company has issued certificates for, or
otherwise confirmed ownership of, such shares upon the
exercise of the Award.
The Company will not issue fractional shares pursuant to the
exercise of an Award, but the Administrator may, in its
discretion, direct the Company to make a cash payment in
lieu of fractional shares.
14. PERSON WHO During the participant's lifetime, only the participant or
MAY EXERCISE his duly appointed guardian or personal representative
may exercise the Awards. After his death, his personal
representative or any other person authorized under a will
or under the laws of descent and distribution may exercise
any then exercisable portion of an Award. If someone other
than the original recipient seeks to exercise any portion
of an Award, the Administrator may request such proof as it
may consider necessary or appropriate of the person's right
to exercise the Award.
15. ADJUSTMENTS Subject to any required action by the Company (which it
UPON CHANGES shall promptly take) or its stockholders, and subject to
IN CAPITAL the provisions of applicable corporate law, if, after the
STOCK Date of Grant of an Award,
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the outstanding shares of Common Stock increase
or decrease or change into or are exchanged for
a different number or kind of security by reason
of any recapitalization, reclassification, stock
split, reverse stock split, combination of
shares, exchange of shares, stock dividend, or
other distribution payable in capital stock, or
some other increase or decrease in such Common
Stock occurs without the Company receiving
consideration,
the Administrator may make a proportionate and appropriate
adjustment in the number of shares of Common Stock
underlying each Award, so that the proportionate interest of
the participant immediately following such event will, to
the extent practicable, be the same as immediately before
such event. (This adjustment does not apply to Common Stock
that the optionee has already purchased nor to Stock Grants
that are already nonforfeitable, except to the extent of
similar treatment for all stockholders.) Unless the
Administrator determines another method would be
appropriate, any such adjustment to an Award will not change
the total price with respect to shares of Common Stock
underlying the unexercised portion of the Award but will
include a corresponding proportionate adjustment in the
Award's Exercise Price.
The Administrator will make a commensurate change to the
maximum number and kind of shares provided in Sections 5 and
13 of the Plan.
Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred
stock of any class, will not affect, and no adjustment by
reason thereof will be made with respect to, the number of
shares of Common Stock subject to any Award or the Exercise
Price except as this Section 15 specifically provides. The
grant of an Award under the Plan will not affect in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital
or business structure, or to merge or to consolidate, or to
dissolve, liquidate, sell, or transfer all or any part of
its business or assets.
SUBSTANTIAL Upon a Substantial Corporate Change, the Plan and any
CORPORATE unexercised Awards will terminate unless provision is made
CHANGE in writing in connection with such transaction for
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1998 Stock Incentive Plan
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the assumption or continuation of outstanding Awards,
or
the substitution for such options or grants of any
options or grants covering the stock or securities
of a successor employer corporation, or a parent or
subsidiary of such successor, with appropriate
adjustments as to the number and kind of shares of
stock and prices, in which event the Awards will
continue in the manner and under the terms so
provided.
Unless the Board determines otherwise, if an Award would
otherwise terminate pursuant to the preceding sentence,
participants will have the right, at such time before the
consummation of the transaction causing such termination as
the Board reasonably designates, to exercise any unexercised
portions of the Award, whether or not they had previously
become exercisable. However, unless the Board determines
otherwise, the acceleration will not occur if it would
render unavailable "pooling of interest" accounting for any
reorganization, merger, or consolidation of the Company.
A Substantial Corporate Change means the
dissolution or liquidation of the Company,
merger, consolidation, or reorganization of the
Company with one or more corporations in which the
Company is not the surviving corporation,
the sale of substantially all of the assets of the
Company to another corporation, or
any transaction (including a merger or
reorganization in which the Company survives)
approved by the Board that results in any person or
entity (other than any affiliate of the Company as
defined in Rule 144(a)(1) under the Securities Act)
owning 100% of the combined voting power of all
classes of stock of the Company.
16. SUBSIDIARY Employees of Company Subsidiaries will be entitled to
EMPLOYEES participate in the Plan, except as otherwise
designated by the Board of Directors or the Committee.
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Eligible Subsidiary means each of the Company's
Subsidiaries, except as the Board otherwise specifies. For
ISO grants, Subsidiary means any corporation (other than the
Company) in an unbroken chain of corporations beginning with
the Company if, at the time an ISO is granted to a
Participant under the Plan, each of the corporations (other
than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in
such chain. For ISO purposes, Subsidiary also includes a
single member limited liability company included within the
chain described in the preceding sentence. For NQSOs, the
Board or the Committee can use a different definition of
Subsidiary in its discretion.
17. LEGAL The Company will not issue any shares of Common Stock under
COMPLIANCE an Award until all applicable requirements imposed by
Federal and state securities and other laws, rules, and
regulations, and by any applicable regulatory agencies or
stock exchanges, have been fully met. To that end, the
Company may require the participant to take any reasonable
action to comply with such requirements before issuing such
shares. No provision in the Plan or action taken under it
authorizes any action that is otherwise prohibited by
Federal or state laws.
The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act of 1933 ("Securities
Act") and the Exchange Act and all regulations and rules the
Securities and Exchange Commission issues under those laws.
Notwithstanding anything in the Plan to the contrary, the
Administrator must administer the Plan, and Awards must be
granted and exercised, only in a way that conforms to such
laws, rules, and regulations. To the extent permitted by
applicable law, the Plan and any Awards will be deemed
amended to the extent necessary to conform to such laws,
rules, and regulations.
18. PURCHASE FOR Unless a registration statement under the Securities Act
INVESTMENT covers the shares of Common Stock a participant receives
AND OTHER upon exercise of his Award, the Administrator may require,
RESTRICTIONS at the time of such exercise or receipt of a grant,that
the participant agree in writing to acquire such shares
for investment and not for public resale or distribution,
unless and until the shares subject to the Award are
registered under the Securities Act. Unless the shares are
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registered tinder the Securities Act, the participant must
acknowledge:
that the shares purchased on exercise of the
Award are not so registered,
that the participant may not sell or otherwise
transfer the shares unless
the shares have been registered under the
Securities Act in connection with the sale or
transfer thereof, or
counsel satisfactory to the Company has issued an
opinion satisfactory to the Company that the sale
or other transfer of such shares is exempt from
registration under the Securities Act, and
such sale or transfer complies with all other
applicable laws, rules, and regulations,
including all applicable Federal and state
securities laws, rules, and regulations.
Additionally, the Common Stock, when issued upon the
exercise of an Award, will be subject to any other transfer
restrictions, rights of first refusal, and rights of
repurchase set forth in or incorporated by reference into
other applicable documents, including the Company's
certificate of incorporation, by-laws, or generally
applicable stockholders' agreements.
The Administrator may, in its sole discretion, take whatever
additional actions it deems appropriate to comply with such
restrictions and applicable laws, including placing legends
on certificates and issuing stop-transfer orders to transfer
agents and registrars.
19. TAX WITHHOLDING The participant must satisfy all applicable Federal, state,
and local income and employment tax withholding requirements
before the Company will deliver stock certificates upon the
exercise of an Award. The Company may decide to satisfy the
withholding obligations through additional withholding on
salary or wages. If the Company does not or cannot withhold
from other compensation, the participant must pay the
Company, with a
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cashier's check or certified check, the full amounts
required by withholding. Payment of withholding obligations
is due before the Company issues shares with respect to the
Award. If the Committee so determines, the participant may
instead satisfy the withholding obligations by directing-the
Company to retain shares from the Award exercise, by
tendering previously owned shares, or by attesting to his
ownership of shares (with the distribution of net shares).
20. TRANSFERS, Unless the Administrator otherwise approves in advance in
ASSIGNMENTS, writing, an Award may not be assigned, pledged, or
AND PLEDGES otherwise transferred in any way, whether by
operation of law or otherwise or through any legal or
equitable proceedings (including bankruptcy), by the
participant to any person, except by will or by operation of
applicable laws of descent and distribution.
21. AMENDMENT OR The Board may amend, suspend, or terminate the Plan at any
TERMINATION time, without the consent of the participants or their
OF PLAN AND beneficiaries; provided, however, that no
OPTIONS amendment will deprive any participant or
beneficiary of any previously declared Award. Except as
required by law or by Section 15, the Administrator may not,
without the participant's or beneficiary's consent, modify
the terms and conditions of an Award so as to adversely
affect the participant. No amendment, suspension, or
termination of the Plan will, without the participant's or
beneficiary's consent, terminate or adversely affect any
right or obligations under any outstanding Awards.
22. PRIVILEGES OF No participant and no beneficiary or other person claiming
STOCK OWNERSHIP under or through such participant will have any right,
title, or interest in or to any shares of Common Stock
allocated or reserved under the Plan or subject to any Award
except as to such shares of Common Stock, if any, that have
been issued to such participant.
23. EFFECT ON Whether exercising or receiving an Award causes the
OTHER PLANS participant to accrue or receive additional benefits under
any pension or other plan is governed solely by the terms of
such other plan.
24. LIMITATIONS ON Notwithstanding any other provisions of the Plan, no
LIABILITY individual acting as a director, employee, or
agent of the Company shall be liable to any participant,
former participant, spouse, beneficiary, or any other person
for any claim, loss, liability, or expense incurred in
connection with the Plan, nor shall such individual be
personally
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1998 Stock Incentive Plan
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liable because of any contract or other instrument he
executes in such other capacity. The Company will indemnify
and hold harmless each director, employee, or agent of the
Company to whom any duty or power relating to the
administration or interpretation of the Plan has been or
will be delegated, against any cost or expense (including
attorneys' fees) or liability (including any sum paid in
settlement of a claim with the Board's approval) arising out
of any act or omission to act concerning this Plan unless
arising out of such person's own fraud or bad faith.
25. NO EMPLOYMENT Nothing contained in this Plan constitutes an employment
CONTRACT contract between the Company and the participants.
The Plan does not give any participant any right to be
retained in the Company's employ, nor does it enlarge or
diminish the Company's right to terminate the participant's
employment.
26. APPLICABLE LAW The laws of the State of Delaware (other than its choice of
law provisions) and applicable federal law govern this Plan
and its interpretation.
27. DURATION OF Unless the Board extends the Plan's term, the Administrator
PLAN may not grant Awards after June 8, 2008. The Plan will then
terminate but will continue to govern unexercised and
unexpired Awards.
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Workflow Management, Inc.
1998 Stock Incentive Plan
Page 17 of 17