EXHIBIT 10.27
AMENDED AND RESTATED STOCK OPTION PLAN
OF
COMPS INFOSYSTEMS, INC.
COMPS InfoSystems, Inc., a corporation organized under the laws of the
State of Delaware, hereby adopts this Stock Option Plan of COMPS InfoSystems,
Inc. The purposes of this Plan are as follows:
(1) To further the growth, development and financial success of the
Company by providing additional incentives to certain of its executive and other
key Employees who have been or will be given responsibility for the management
or administration of the Company's business affairs, by assisting them to become
owners of the Company's Class B non-voting Common Stock and thus to benefit
directly from its growth, development and financial success.
(2) To enable the Company to obtain and retain the services of the
type of professional, technical and managerial Employees, consultants and
independent contractors considered essential to the long-range success of the
Company by providing and offering them an opportunity, to become owners of the
Company's Class B non-voting Common Stock under options, including options (in
the case of Employees), that are intended to qualify as "incentive stock
options" under Section 422 of the Code.
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DEFINITIONS
-----------
Whenever the following terms are used in this Plan, they shall have
the meaning specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, where the context so indicates.
1.1 - Administrator
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"Administrator" shall have the meaning set forth in Section 6. 1 (b).
1.2 - Board
- --- -----
"Board" shall mean the Board of Directors of the Company.
1.3 - Code
- --- ----
"Code" shall mean the Internal Revenue Code of 1986, as amended.
1.4 - Committee
- --- ---------
"Committee" shall mean the Stock Option Committee of the Board,
appointed as provided in Section 6. 1.
1.5 - Company
- --- -------
"Company" shall mean COMPS InfoSystems, Inc.
1.6 - Director
- --- --------
"Director" shall mean a member of the Board.
1.7 - Employee
- --- --------
"Employee" shall mean any employee (as defined in accordance with the
regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company, or of any corporation which is then a Parent Corporation
or a Subsidiary, whether such employee is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this Plan.
1.8 - Exchange Act
- --- ------------
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
1.9 - Initial Public Offering
- --- -----------------------
"Initial Public Offering" shall mean the closing of the sale of the
Company's securities pursuant to an underwritten public offering.
1.10 - Incentive Stock Option
- ---- ----------------------
"Incentive Stock Option" shall mean an Option which qualifies under
Section 422 of the Code and which is designated as an Incentive Stock Option by
the Administrator.
1.11 - Non-Qualified Option
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"Non-Qualified Option" shall mean an Option which is not an Incentive
Stock Option and which is designated as a Non-Qualified Option by the
Administrator.
1.12 - Officer
- ---- -------
"Officer" shall mean an officer of the Company, as defined in Rule
16a-l(f) under the Exchange Act, as such Rule may be amended in the future.
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1.13 - Option
- ---- ------
"Option" shall mean an option to purchase Class B non-voting Common
Stock of the Company, granted under the Plan. "Options" includes both Incentive
Stock Options and Non-Qualified Options.
1.14 - Optionee
- ---- --------
"Optionee" shall mean an Employee or other individual to whom an
Option is granted under the Plan.
1.15 - Parent Corporation
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"Parent Corporation" shall mean any corporation in an unbroken chain
of corporations ending with the Company if each of the corporations other than
the Company then 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.
1.16 - Plan
- ---- ----
"Plan" shall mean this Stock Option Plan of COMPS InfoSystems, Inc.
1.17 - Rule 16b-3
- ---- ----------
"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange
Act, as such Rule may be amended in the future.
1.18 - Secretary
- ---- ---------
"Secretary" shall mean the Secretary of the Company.
1.19 - Securities Act
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"Securities Act" shall mean the Securities Act of 1933, as amended.
1.20 - Subsidiary
- ---- ----------
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then 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.
1.21 - Termination of Employment
- ---- -------------------------
"Termination of Employment" shall mean the time when the employee-
employer relationship between the Optionee and the Company, a Parent Corporation
or a Subsidiary is terminated for any reason, with or without cause, including,
but not by way of limitation, a termination by resignation, discharge, death or
retirement, but excluding terminations where there is a simultaneous
reemployment by the Company, a Parent Corporation or a Subsidiary.
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The Administrator in its absolute discretion, shall determine the effect of all
other matters and questions relating to Termination of Employment, including,
but not by way of limitation, the question of whether a Termination of
Employment resulted from a discharge for good cause, and all questions of
whether particular leaves of absence constitute Terminations of Employment;
provided, however, that, with respect to Incentive Stock Options, a leave of
absence shall constitute a Termination of Employment if, and to the extent that,
such leave of absence interrupts employment for the purposes of Section
422(a)(2) of the Code and the then applicable regulations and revenue rulings
under said Section.
1.22 - Termination of Business Relationship
- ---- ------------------------------------
"Termination of Business Relationship" shall mean the time when the
business relationship between the Optionee and the Company, a Parent Corporation
or a Subsidiary is terminated for any reason, with or without cause, including,
but not by way of limitation, a termination by cessation of business,
bankruptcy, contract termination, resignation, discharge or death. The
Administrator, in its absolution discretion, shall determine the effect of all
other matters and questions relating to Termination of Business Relationship.
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SHARES SUBJECT TO PLAN
----------------------
2.1 - Shares Subject to Plan
- --- ----------------------
The shares of stock subject to Options shall be shares of the
Company's $.0l par value non-voting Class B Common Stock (the "Common Stock").
The aggregate number of such shares which may be issued upon exercise of Options
shall not exceed 1,719,909. The number of such shares which may be issued upon
exercise of Options granted to any single Optionee shall not exceed 300,000.
2.2 - Unexercised Options
- --- -------------------
If any Option expires or is cancelled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again be
optioned hereunder, subject to the limitations of Section 2.1.
2.3 - Changes in Company's Shares
- --- ---------------------------
In the event that the outstanding shares of Common Stock of the
Company are hereafter changed into or exchanged for a different number or kind
of shares or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend or combination of shares,
appropriate adjustments shall be made by the Administrator in the number and
kind of shares for the purchase of which Options may be granted, including
adjustments of the limitations in Section 2.1 on the maximum number and kind of
shares which may be issued on exercise of Options.
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3
GRANTING OF OPTIONS
-------------------
3.1 - Eligibility
- --- -----------
Any executive or other key Employee of the Company or of any
corporation which is then a Parent Corporation or a Subsidiary shall be eligible
to be granted Options. except as provided in Section 3.2. In addition, any
individual maintaining a significant business relationship with the Company or a
Subsidiary shall be eligible to be granted a Non-Qualified Option.
3.2 - Qualification of Incentive Stock Options
- --- ----------------------------------------
No Incentive Stock Option shall be granted unless such Option, when
granted, qualifies as an "incentive stock option" under Section 422 of the Code.
Only Employees may be granted Incentive Stock Options.
3.3 - Granting of Options
- --- -------------------
(a) The Administrator shall from time to time, in its absolute
discretion:
(i) Determine which Employees are executive or other key
Employees;
(ii) Determine which individuals maintain a significant
business relationship with the Company or a Subsidiary;
(iii) Select from among the executive or other key Employees and
other individuals (including those to whom Options have been previously
granted under the Plan) such of them as in its opinion should be granted
Options; and
(iv) Determine the number of shares to be subject to such
Options granted to such selected executive or other key Employees and
other individuals, and determine (in the case of Employees) whether such
Options are to be Incentive Stock Options or Non-Qualified Options; and
(v) Determine the terms and conditions of such Options,
consistent with the Plan.
(b) Upon the selection of an executive or other key Employee or other
individual to be granted an Option, the Administrator shall instruct the
Secretary to issue such Option and may impose such conditions on the grant of
such Option as it deems appropriate. Without limiting the generality of the
preceding sentence, the Administrator may, in its discretion and on such terms
as it deems appropriate, require as a condition on the grant of an Option to an
Employee or other individuals that the Employee or other individual surrender
for cancellation some or all of the unexercised Options which have been
previously granted to him. An Option the grant of which is conditioned upon such
surrender may have an option price lower (or higher) than the option price of
the surrendered Option, may cover the same (or a lesser or greater) number of
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shares as the surrendered Option, may contain such other terms as the
Administrator deems appropriate and shall be exercisable in accordance with its
terms, without regard to the number of shares, price, option period or any other
term or condition of the surrendered Option.
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TERMS OF OPTIONS
----------------
4.1 - Option Agreement
- --- ----------------
Each Option shall be evidenced by a written Stock Option Agreement,
which shall be executed by the Optionee and an authorized Officer of the Company
and which shall contain such terms and conditions as the Administrator shall
determine, consistent with the Plan. Stock Option Agreements evidencing
Incentive Stock Options shall contain such terms and conditions as may be
necessary to qualify such Options as "incentive stock options" under Section 422
of the Code.
4.2 - Option Price
- --- ------------
(a) The price of the shares subject to each Option shall be set by
the Administrator; provided, however, that the price per share shall be not less
than 100% of the fair market value of such shares on the date such Option is
granted; provided, further, that, in the case of an Incentive Stock Option, the
price per share shall not be less than 110% of the fair market value of such
shares on the date such Option is granted in the case of an individual then
owning (within the meaning of Section 424(d) of the Code) more than 10% of the
total combined voting power of all classes of stock of the Company, any
Subsidiary or any Parent Corporation.
(b) For purposes of the Plan, the fair market value of a share of the
Company's Common Stock as of a given date shall be: (i) the closing price of a
share of the Company's Common Stock on the principal exchange on which shares of
the Company's Common Stock are then trading, if any, on the trading day previous
to such date, or, if shares were not traded on the day previous to such date,
then on the next preceding trading day during which a sale occurred; or (ii) if
such Common Stock is not traded on an exchange but is quoted on Nasdaq or a
successor quotation system, (1) the last sales price (if the Company's Common
Stock is then listed as a National Market Issue under the Nasdaq National
Market) or (2) the mean between the closing representative bid and asked prices
(in all other cases) for the Company's Common Stock on the trading day previous
to such date as reported by Nasdaq or such successor quotation system; or (iii)
if such Common Stock is not publicly traded on an exchange and not quoted on
Nasdaq or a successor quotation system, the mean between the closing bid and
asked prices for the Company's Common Stock, on the trading day previous to such
date, as determined in good faith by the Administrator; or (iv) if the Company's
Common Stock is not publicly traded, the fair market value established by the
Administrator acting in good faith or as otherwise provided in an agreement
evidencing an Option.
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4.3 - Commencement of Exercisability
- --- ------------------------------
(a) Except as the Administrator may otherwise provide with respect to
Options granted to Optionees who are not Officers, no Option may be exercised in
whole or in part during the first year after such Option is granted.
(b) Subject to the provisions of Sections 4.3(a), 4.3(c), 4.3(d), and
7.3, Options shall become exercisable at such times and in such installments
(which may be cumulative) as the Administrator shall provide in the terms of
each individual Option; provided, however, that by a resolution adopted after an
Option is granted the Committee may, on such terms and conditions as it may
determine to be appropriate and subject to Sections 4.3(a), 4.3(c), 4.3(d), and
7.3, accelerate the time at which such Option or any portion thereof may be
exercised.
(c) No portion of an Option which is unexercisable at Termination of
Employment or Termination of Business Relationship, as the case may be, shall
thereafter become exercisable.
(d) Notwithstanding any other provision of this Plan, in the case of
an Incentive Stock Option, the aggregate fair market value (determined at the
time the Incentive Stock Option is granted) of the shares of the Company's stock
with respect to which "incentive stock options" (within the meaning of Section
422 of the Code) are exercisable for the first time by the Optionee during any
calendar year (under the Plan and all other incentive stock option plans of the
Company, any Subsidiary and any Parent Corporation) shall not exceed $100,000.
4.4 - Expiration of Options
- --- ---------------------
(a) No Option may be exercised to any extent by anyone after the
first to occur of the following events:
(i) The expiration of ten years from the date the Option was
granted; or
(ii) With respect to an Incentive Stock Option in the case of
an Optionee owning (within the meaning of Section 424(d) of the Code), at
the time the Incentive Stock Option was granted, more than 10% of the
total combined voting power of all classes of stock of the Company, any
Subsidiary or any Parent Corporation, the expiration of five years from
the date the Incentive Stock Option was granted; or
(iii) Except in the case of any Optionee who is disabled (within
the meaning of Section 22(e)(3) of the Code), the expiration of three
months from the date of the Optionee's Termination of Employment or
Termination of Business Relationship, as the case may be, for any reason
other than such Optionee's death unless the Optionee dies within said
three-month period; or
(iv) In the case of an Optionee who is disabled (within the
meaning of Section 22(e)(3) of the Code), the expiration of one year from
the date of the Optionee's Termination of Employment or Termination of
Business Relationship, as the case may
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be, for any reason other than such Optionee's death unless the Optionee
dies within said one-year period; or
(v) The expiration of one year from the date of the
Optionee's death.
(b) Subject to the provisions of Section 4.4(a), the Administrator
shall provide, in the terms of each individual Option, when such Option expires
and becomes unexercisable; and (without limiting the generality of the
foregoing) the Administrator may provide in the terms of individual Options that
said Options expire immediately upon a Termination of Employment for any reason.
4.5 - Consideration
- --- -------------
In consideration of the granting of an Option. the Optionee shall
agree, in the written Stock Option Agreement, to remain in the employ or in a
business relationship with of the Company, a Parent Corporation or a Subsidiary
for a period of at least one year after the Option is granted. Nothing in this
Plan or in any Stock Option Agreement hereunder shall confer upon any Optionee
any right to continue in the employ of or in a business relationship with the
Company, any Parent Corporation or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company, its Parent Corporations and its
Subsidiaries, which are hereby expressly reserved, to discharge or to terminate
the business relationship with, any Optionee at any time for any reason
whatsoever, with or without cause.
4.6 - Adjustments in Outstanding Options
- --- ----------------------------------
In the event that the outstanding shares of the stock subject to
Options are changed into or exchanged for a different number or kind of shares
of the Company or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend or combination of shares, the Administrator shall make an appropriate
and equitable adjustment in the number and kind of shares as to which all
outstanding Options, or portions thereof then unexercised, shall be exercisable,
to the end that after such event the Optionee's proportionate interest shall be
maintained as before the occurrence of such event. Such adjustment in an
outstanding Option shall be made without change in the total price applicable to
the Option or the unexercised portion of the Option (except for any change in
the aggregate price resulting from rounding-off of share quantities or prices)
and with any necessary corresponding adjustment in Option price per share;
provided, however, that, in the case of Incentive Stock Options, each such
adjustment shall be made in such manner as not to constitute a "modification"
within the meaning of Section 424(h)(3) of the Code. Any such adjustment made
by the Administrator shall be final and binding upon all Optionees, the Company
and all other interested persons.
4.7 - Merger, Consolidation, Acquisition, Liquidation or Dissolution
- --- --------------------------------------------------------------
Notwithstanding the provisions of Section 4.6, in its absolute
discretion, and on such terms and conditions as it deems appropriate, the
Administrator may provide by the terms of any Option that such Option cannot be
exercised after the merger or consolidation of the Company with or into another
corporation, the acquisition by another corporation or person of all or
substantially all of the Company's assets or 80% or more of the Company's then
outstanding
8
voting stock or the liquidation or dissolution of the Company; and if the
Administrator so provides, it may, in its absolute discretion and on such terms
and conditions as it deems appropriate, also provide, either by the terms of
such Option or by a resolution adopted prior to the occurrence of such merger,
consolidation, acquisition, liquidation or dissolution, that, for some period of
time prior to such event, such Option shall be exercisable as to all shares
covered thereby, notwithstanding anything to the contrary in Section 4.3(a),
Section 4.3(b), and/or any installment provisions of such Option, but subject to
Section 4.3(d).
5
EXERCISE OF OPTIONS
-------------------
5.1 - Person Eligible to Exercise
- --- ---------------------------
During the lifetime of the Optionee, only the Optionee may exercise an
Option (or any portion thereof) granted to the Optionee. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when such
portion becomes unexercisable under the Plan or the applicable Stock Option
Agreement, be exercised by the Optionee's personal representative or by any
person empowered to do so under the deceased Optionee's will or under the then
applicable laws of descent and distribution.
5.2 - Partial Exercise
- --- ----------------
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the Administrator
may, by the terms of the Option, require any partial exercise to be with respect
to a specified minimum number of shares.
5.3 - Manner of Exercise
- --- ------------------
An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all of the
following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:
(a) Notice in writing signed by the Optionee or other person then
entitled to exercise such Option or portion, stating that such Option or
portion is exercised, such notice complying with all applicable rules
established by the Administrator; and
(i) Full payment (by cashier's check or wire transfer) for the
shares with respect to which such Option or portion is thereby exercised;
or
(ii) With the consent of the Administrator, (A) shares of the
Company's Common Stock owned by the Optionee duly endorsed for transfer to
the Company or (B) subject to the timing requirements of Section 5.4,
shares of the Company's Common Stock issuable to the Optionee upon
exercise of the Option, with a fair market value (as
9
determined under Section 4.2(b)) on the date of Option exercise equal to
the aggregate Option price of the shares with respect to which such Option
or portion is thereby exercised; or
(iii) With the consent of the Administrator, a promissory note
bearing interest (at no less than such rate as shall then preclude the
imputation of interest under the Code or successor provision) and payable
upon such terms as may be prescribed by the Administrator. The
Administrator may also prescribe the form of such note and the security to
be given for such note. `The Option may not be exercised, however, by
delivery of a promissory note or by a loan from the Company when or where
such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Administrator, any combination of
the consideration provided in the foregoing subsections (i), (ii) and
(iii); and
(b) The payment to the Company (or other corporation) of all amounts
which it is required to withhold under federal, state or local law in connection
with the exercise of the Option; with the consent of the Committee, (i) shares
of the Company's Common Stock owned by the Optionee duly endorsed for transfer
or (ii) except with respect to Incentive Stock Options and subject to the timing
requirements of Section 5.4, shares of the Company's Common Stock issuable to
the Optionee upon exercise of the Option, valued in accordance with Section
4.2(b) at the date of Option exercise, may be used to make all or part of such
payment;
(c) Such representations and documents as the Administrator, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal or state
securities laws or regulations. The Administrator may, in its absolute
discretion, also take whatever additional actions it deems appropriate to effect
such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer orders to transfer agents and registrars;
and
(d) In the event that the Option or portion thereof shall be
exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.
5.4 - Certain Timing Requirements
- --- ---------------------------
Shares of the Company's Common Stock issuable to the Optionee upon
exercise of the Option may be used to satisfy the Option price or the tax
withholding consequences of such exercise only (i) during the period beginning
on the third business day following the date of release of the quarterly or
annual summary statement of sales and earnings of the Company and ending on the
twelfth business day following such date or (ii) pursuant to an irrevocable
written election by the Optionee to use shares of the Company's Common Stock
issuable to the Optionee upon exercise of the Option to pay all or part of the
Option price or the withholding taxes (subject to the approval of the
Administrator) made at least six months prior to the payment of such Option
price or withholding taxes.
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5.5 - Conditions to Issuance of Stock Certificates
- --- --------------------------------------------
The shares of stock issuable and deliverable upon the exercise of an
Option, or any portion thereof, may be either previously authorized but unissued
shares or issued shares which have then been reacquired by the Company. The
Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following conditions:
(a) The obtaining of any approval or other clearance from any state
or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and
(b) The payment to the Company (or other employer corporation) of all
amounts which it is required to withhold under federal, state or local law in
connection with the exercise of the Option; and
(c) The lapse of such reasonable period of time following the
exercise of the Option as the Administrator may establish from time to time for
reasons of administrative convenience.
5.6 - Rights as Shareholders
- --- ----------------------
The holders of Options shall not be, nor have any of the rights or
privileges of, shareholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until certificates
representing such shares have been issued by the Company to such holders.
5.7 - Transfer Restrictions
- --- ---------------------
Unless otherwise approved in writing by the Administrator, no shares
acquired upon exercise of any Option by any Officer may be sold, assigned,
pledged, encumbered or otherwise transferred until at least six months have
elapsed from (but excluding) the date that such Option was granted. The
Administrator, in its absolute discretion, may impose such other restrictions on
the transferability of the shares purchasable upon the exercise of an Option as
it deems appropriate. Any such other restriction shall be set forth in the
respective Stock Option Agreement and may be referred to on the certificates
evidencing such shares. The Administrator may require the Optionee to give the
Company prompt notice of any disposition of shares of stock, acquired by
exercise of an Incentive Stock Option, within two years from the date of
granting such Option or one year after the transfer of such shares to such
Employee. The Administrator may direct that the certificates evidencing shares
acquired by exercise of an Incentive Stock Option refer to such requirement to
give prompt notice of disposition.
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6
ADMINISTRATION
--------------
6.1 - Administration by Board or Stock Option Committee
- --- -------------------------------------------------
(a) The Plan shall be administered by the Administrator.
(b) Prior to the Initial Public Offering, the Administrator shall be
the Board, or, in the sole and absolute discretion of the Board, the Committee.
After the Initial Public Offering, the Administrator shall be the Committee.
(c) The Stock Option Committee shall consist of two or more
Directors, appointed by and holding office at the pleasure of the Board, each of
whom is both (a) a "disinterested person" as defined by Rule 16b-3 and (b) an
"outside director" within the meaning of Section 162(m)(4)(C)(ii) of the Code.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee shall be filled by the Board.
6.2 - Duties and Powers of Administrator
- --- ----------------------------------
It shall be the duty of the Administrator to conduct the general
administration of the Plan in accordance with its provisions. The Administrator
shall have the power to interpret the Plan and the Options and to adopt such
rules for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret, amend or revoke any such rules. Any such
interpretations and rules in regard to Incentive Stock Options shall be
consistent with the basic purpose of the Plan to grant "incentive stock options"
within the meaning of Section 422 of the Code. In the event that the
Administrator is the Committee, the Board shall have no right to exercise any of
the rights or duties of the Committee under the Plan.
6.3 - Majority Rule
- --- -------------
The Administrator shall act by (a) a majority of the members of the
Board, if the Board is the Administrator; or (b) a majority of the members of
the Committee, if the Committee is the Administrator. The Committee may act
either by vote at a meeting or by a memorandum or other written instrument
signed by a majority of the Committee.
6.4 - Compensation; Professional Assistance; Good Faith Actions
- --- ---------------------------------------------------------
Members of the Administrator shall receive such compensation for their
services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Administrator in connection with the
administration of the Plan shall be borne by the Company. The Administrator may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Administrator the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Administrator in good faith shall be final and binding upon all Optionees, the
Company and all other interested persons. No member of the Administrator shall
be personally liable for any action, determination or interpretation made
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in good faith with respect to the Plan or the Options, and all members of the
Administrator shall be fully protected by the Company in respect to any such
action, determination or interpretation.
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OTHER PROVISIONS
----------------
7.1 - Options Not Transferable
- --- ------------------------
No Option or interest or right therein or part thereof shall be liable
for the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this Section 7.1 shall
prevent transfers by will or by the applicable laws of descent and distribution.
7.2 - Amendment, Suspension or Termination of the Plan
- --- ------------------------------------------------
The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Administrator.
However, without approval of the Company's shareholders given within 12 months
before or after the action by the Administrator, no action of the Administrator
may, except as provided in Section 2.3, increase any limit imposed in Section
2.1 on the maximum number of shares which may be issued on exercise of Options,
materially modify the eligibility requirements of Section 3.1, reduce the
minimum Option price requirements of Section 4.2(a) or extend the limit imposed
in this Section 7.2 on the period during which Options may be granted or amend
or modify the Plan in a manner requiring shareholder approval under Rule 16b-3.
Neither the amendment, suspension nor termination of the Plan shall, without the
consent of the holder of the Option, impair any rights or obligations under any
Option theretofore granted. No Option may be granted during any period of
suspension nor after termination of the Plan, and in no event may any Option be
granted under this Plan after the first to occur of the following events:
(a) The expiration of ten years from the date the Plan is adopted by
the Board; or
(b) The expiration of ten years from the date the Plan is approved by
the Company's shareholders under Section 7.3.
7.3 - Approval of Plan by Shareholders
- --- --------------------------------
This Plan will be submitted for the approval of the Company's
shareholders within 12 months after the date of the Board's initial adoption of
the Plan. Options may be granted prior to such shareholder approval; provided,
however, that such Options shall not be exercisable prior to the time when the
Plan is approved by the shareholders; provided, further, that if such approval
has not been obtained at the end of said 12-month period, all Options previously
granted under the Plan shall thereupon be cancelled and become null and void.
The
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Company shall take such actions with respect to the Plan as may be necessary to
satisfy the requirements of Rule 16b-3(b).
7.4 - Effect of Plan Upon Other Option and Compensation Plans
- --- -------------------------------------------------------
The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary. Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or any Subsidiary (a) to establish any other
forms of incentives or compensation for employees of the Company, any Parent
Corporation or any Subsidiary or (b) to grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
7.5 - Titles
- --- ------
Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of the Plan.
7.6 - Conformity to Securities Laws
- --- -----------------------------
The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder, including without limitation Rule 16b-3. Notwithstanding anything
herein to the contrary, the Plan shall be administered, and Options shall be
granted and may be exercised, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the Plan and
Options granted hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.
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* * * * *
I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of COMPS InfoSystems, Inc. on January 30, 1997.
Executed effective August 6, 1996.
/s/ Robert C. Beasley
-------------------------------------
Secretary
* * * *
I hereby certify that the foregoing Plan was duly approved by the
shareholders of COMPS InfoSystems, Inc. on January 30, 1997.
Executed effective August 6, 1996.
/s/ Robert C. Beasley
-------------------------------------
Secretary
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