EXHIBIT 10.3
INACOM 1994 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 NAME. The name of the plan shall be the InaCom 1994 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 "disinterested persons" 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 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
50
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. 1994 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 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.
51
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.
Notwithstanding anything else contained in the Plan to the contrary, neither the
Committee nor the Board shall have any discretion regarding whether an Eligible
Director receives a Director Award pursuant to Section 7.1 or regarding the
terms of any such Director Award, including, without limitation, the number of
shares subject to any such Director Award.
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 500,000 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 to the number of shares subject to each
Director Award thereafter granted pursuant to Section 7.1.
52
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, including the right to accelerate the exercisability of such Option
in the event of a change-in-control of the Company. 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, nor 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. In
furtherance of the foregoing, (i) the aggregate Fair Market Value of shares of
Stock (determined at the time of grant of each Option) with respect to which
Incentive Stock Options are exercisable for the first time by an Employee during
any calendar year shall not exceed $100,000 or such other amount as may be
required by the Code, (ii) an Incentive Stock Option may not be exercised more
than three months following termination of employment (except as the Committee
may otherwise determine in the event of death or disability), and (iii) if the
Employee receiving an Incentive Stock Option owns Stock possessing more than 10%
of the total combined voting power of all classes of Stock of the Company, the
exercise price of the Option shall be at least 110% of Fair Market Value and the
Option shall not be exercisable after the expiration of five years from the date
of grant.
SECTION 7
DIRECTOR AWARDS
7.1 AMOUNT OF AWARD. Each Eligible Director shall receive a
non-discretionary grant of Stock in the amount of 100 shares of Stock for each
Board meeting attended by such Eligible Director (other than
53
meetings by written consent or telephone communications). Such grants shall be
paid at the time of each annual meeting of stockholders (beginning with the 1995
annual stockholders' meeting) based on the number of Board meetings attended
subsequent to the prior annual stockholders' meeting.
7.2 NO OTHER AWARDS. An Eligible Director shall not receive any other
Award under the Plan.
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. The Fair Market Value of any such Stock Bonus shall be
established on such date or dates as the Committee shall determine.
54
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, (ii) increase the number
of shares of Stock subject to Awards under the Plan pursuant to Section 5.1,
(iii) materially increase the benefits accruing to Participants under the Plan,
or (iv) make any other amendments which would cause the Plan not to comply with
Rule 16b-3 under the Act, 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, 2003, or such earlier date as may be determined
by the Board.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 NONTRANSFERABILITY OF AWARDS. No Awards granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. All rights with
respect to Awards granted to a Participant under the Plan shall be exercisable
during his lifetime only by such Participant and all rights with respect to any
Director Awards granted to an Eligible Director shall be exercisable during his
lifetime only by such Eligible Director.
12.2 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.
12.3 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.
12.4 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.
12.5 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.
55
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.
56