EXHIBIT 10V
AUTOINFO, INC.
2006 INDEPENDENT SALES AGENTS STOCK OPTION PLAN
1. Purpose; Types of Awards; Construction.
The purpose of the AutoInfo, Inc. 2006 Independent Sales Agent Stock
Option Plan (the "Plan") is to align the interests of independent sales agents
of AutoInfo, Inc. (the "Company") and its affiliates with those of the
stockholders of the Company, to afford an incentive to such sales agents to
continue as such, to increase their efforts on behalf of the Company and to
promote the success of the Company's business. To further such purposes, the
Company may grant options to its independent sales agents to purchase shares of
the Company's common stock. The provisions of the Plan are not intended to
satisfy the requirements of Section 16(b) of the Exchange Act (as defined below)
and of Section 162(m) of the Internal Revenue Code of 1986, as amended.
2. Definitions.
As used in this Plan, the following words and phrases shall have the
meanings indicated below:
(a) "Agreement" shall mean a written agreement entered into between
the Company and an Optionee (as defined below) in connection with an award under
the Plan.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause," when used in connection with the termination of an
Optionee's affiliation by the Company or the cessation of an Optionee's service
as a sales agent, shall mean (i) the conviction of the Optionee for the
commission of a felony, or (ii) the willful and continued failure by the
Optionee to substantially perform his duties and obligations to the Company or a
Subsidiary (as defined below), or (iii) the willful engaging by the Optionee in
misconduct that is demonstrably injurious to the Company or a Subsidiary. For
purposes of this Section 2(c), no act, or failure to act, on an Optionee's part
shall be considered "willful" unless done, or omitted to be done, by the
Optionee in bad faith or without reasonable belief that his action or omission
was in the best interest of the Company. The Committee (as defined below) or the
Board, as the case may be, shall determine whether a termination is for Cause
for purposes of the Plan.
(d) "Change in Control" shall mean the occurrence of the event set
forth in any of the following paragraphs:
(i) any Person (as defined below) is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act (as defined
below)), directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its
subsidiaries) representing 50% or more of the combined voting power of the
Company's then outstanding securities; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving: individuals
who, on the date hereof, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or nomination for
election by the Company's stockholders was approved or recommended by a
vote of at least one-half (1/2) of the directors then still in office who
either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended; or
(iii) there is consummated a merger or consolidation of the
Company or a direct or indirect subsidiary thereof with any other
corporation, other than (A) a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee benefit
plan of the Company, at least 60% of the combined voting power of the
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its subsidiaries)
representing 60% or more of the combined voting power of the Company's
then outstanding securities; or
(iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is consummated
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the Company's
assets to an entity, at least 60% of the combined voting power of the
voting securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to such
sale.
For purposes of this Section 2(d), "Person" shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i) the Company
or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries, (iii)
an underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.
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(e) "Committee" shall mean a committee established by the Board to
administer the Plan.
(f) "Common Stock" shall mean shares of common stock, $.001 par
value, of the Company.
(g) "Company" shall mean AutoInfo, Inc., a corporation organized
under the laws of the State of Delaware, or any successor corporation.
(h) ""Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.
(i) "Fair Market Value" per share as of a particular date shall mean
(i) if the shares of Common Stock are then listed on a national securities
exchange, the closing sales price per share of Common Stock on the national
securities exchange on which the Common Stock is principally traded for the last
preceding date on which there was a sale of such Common Stock on such exchange,
or (ii) if the shares of Common Stock are then traded in an over-the-counter
market, the closing bid price for the shares of Common Stock in such
over-the-counter market for the last preceding date on which there was a sale of
such Common Stock in such market, or (iii) if the shares of Common Stock are not
then listed on a national securities exchange or traded in an over-the-counter
market, such value as the Committee, in its sole discretion, shall determine.
(j) "Nonqualified Option" shall mean an Option that is not intended
to qualify as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
(k) "Option" shall mean the right, granted hereunder, to purchase
shares of Common Stock. Options granted by the Committee pursuant to the Plan
shall be Nonqualified Stock Options.
(l) "Optionee" shall mean a person who receives a grant of an Option
under the Plan.
(m) "Option Price" shall mean the exercise price of an Option to
purchase a share of Common Stock covered by such Option.
(n) "Parent" shall mean any company (other than the Company) in an
unbroken chain of companies ending with the Company if, at the time of granting
an Option, each of the companies other than the Company owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other companies in such chain.
(o) "Plan" shall mean this AutoInfo, Inc. 2006 Independent Sales
Agent Stock Option Plan.
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(p) "Subsidiary" shall mean any company (other than the Company) in
an unbroken chain of companies beginning with the Company if, at the time of
granting an Option, each of the companies other than the last company in the
unbroken chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other companies in
such chain.
3. Administration.
The Plan, except as may otherwise be determined by the Board, shall
be administered by the Board or a Committee thereof.
The Board or the Committee, as the case may be, shall have the
authority in its discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically granted to it under the Plan or necessary or
advisable in the administration of the Plan, including, without limitation, the
authority to grant Options; to determine the purchase price of the shares of
Common Stock covered by each Option; to determine the persons to whom, and the
time or times at which awards shall be granted; to determine the number of
shares to be covered by each award; to interpret the Plan; to prescribe, amend
and rescind rules and regulations relating to the Plan; to determine the terms
and provisions of the Agreements (which need not be identical) and to cancel or
suspend awards, as necessary; and to make all other determinations deemed
necessary or advisable for the administration of the Plan.
The Board or the Committee, as the case may be, may not delegate its
authority to grant Options. The Board or the Committee, as the case may be, may
employ one or more persons to render advice with respect to any responsibility
that the Board or the Committee, as the case may be, may have under the Plan.
All decisions, determination and interpretations of the Board or the Committee,
as the case may be, shall be final and binding on all Optionees of any awards
under this Plan.
All determinations of the Board or the Committee, as the case may
be, shall be made by a majority of its members either present in person or
participating by conference telephone at a meeting or by written consent. The
Committee may appoint a secretary and make such rules and regulations for the
conduct of its business as it shall deem advisable, and shall keep minutes of
its meetings.
No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any award
granted hereunder.
4. Eligibility.
Awards under the Plan may be granted exclusively to independent
sales agents of the Company, and its Subsidiaries. In determining the persons to
whom awards shall be granted and the number of shares to be covered by each
award, the Board or the Committee, as the case may be, shall take into account
the duties of the respective persons, their present and potential contributions
to the success of the Company and such other factors as the Board or the
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Committee, as the case may be, shall deem relevant in connection with
accomplishing the purpose of the Plan.
5. Stock.
The maximum number of shares of Common Stock reserved for the grant
of awards under the Plan shall be Seven Million (7,000,000), subject to
adjustment as provided in Section 7 hereof. Such shares may, in whole or in
part, be authorized but unissued shares or shares that shall have been or may be
reacquired by the Company. The Company, during the term of this Plan, will at
all times reserve and keep available such number of shares of Common Stock as
shall be sufficient to satisfy the requirements of the Plan.
If any outstanding award under the Plan should for any reason
expire, be canceled or be forfeited without having been exercised in full, the
shares of Common Stock allocable to the unexercised, canceled or terminated
portion of such award shall (unless the Plan shall have been terminated) become
available for subsequent grants of awards under the Plan.
6. Terms and Conditions of Options.
Each Option granted pursuant to the Plan shall be evidenced by an
Agreement, in such form and containing such terms and conditions as the Board or
the Committee, as the case may be, shall from time to time approve, which
Agreement shall comply with and be subject to the following terms and
conditions, unless otherwise specifically provided in such Agreement:
(a) Number of Shares. Each Agreement shall state the number of
shares of Common Stock to which the Option relates.
(b) Type of Option. Each Agreement shall specifically state that the
Option constitutes a Nonqualified Stock Option.
(c) Option Price. Each Agreement shall state the Option Price, which
shall not be less than one hundred and fifteen percent (115%) of the Fair Market
Value per share of Common Stock covered by the Option on the date of grant. The
Option Price shall be subject to adjustment as provided in Section 7 hereof. The
date as of which the Board or the Committee, as the case may be, adopts a
resolution expressly granting an Option shall be considered the day on which
such Option is granted, unless such resolution specifies a later date.
(d) Exercise Schedule and Period of Options. Each Agreement shall
provide the exercise schedule for the Option as determined by the Board or the
Committee, as the case may be; provided, however, that, the Board or the
Committee, as the case may be, shall have the authority to accelerate the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. The exercise
period shall be ten (10) years from the date of the grant of the Option unless
otherwise determined by the Board or the Committee, as the case may be. The
exercise period shall be subject to earlier termination as provided in Sections
6(f), 6(g) and 6(h) hereof. An Option may be exercised, as to any or all full
shares of Common Stock as to which the Option has become exercisable, by written
notice
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delivered in person or by mail to the Chief Financial Officer of the Company,
specifying the number of shares of Common Stock with respect to which the Option
is being exercised.
(e) Medium and Time of Payment. The Option Price multiplied by the
number of shares of Common Stock exercised by the Optionee shall be paid in
full, at the time of exercise, in cash.
(f) Termination. Except as provided in this Section 6(f) and in
Sections 6(g) and 6(h) hereof, an Option may not be exercised unless an Optionee
is then providing services to the Company as an independent sales agent. In the
event that the services of an Optionee as an independent sales agent shall cease
(other than by reason of death or Cause), all Options of such Optionee that are
exercisable at the time of such termination may, unless earlier terminated in
accordance with their terms, be exercised within ninety (90) days after the date
of such termination of service (or such different period as the Board or the
Committee, as the case may be, shall prescribe).
(g) Death of Optionee. If an Optionee shall die while affiliated
with the Company or a Subsidiary, all Options theretofore granted to such
Optionee (to the extent otherwise exercisable) may, unless earlier terminated in
accordance with their terms, be exercised by the Optionee's beneficiary, at any
time within one year after the death of the Optionee (or such different period
as the Board or the Committee, as the case may be, shall prescribe). In the
event that an Option granted hereunder shall be exercised by the legal
representatives of a deceased, written notice of such exercise shall be
accompanied by a certified copy of letters testamentary or equivalent proof of
the right of such legal representative to exercise such Option. Unless otherwise
determined by the Board or the Committee, as the case may be, Options not
otherwise exercisable on the date of termination of affilation shall be
forfeited as of such date.
(h) Termination for Cause. In the event that the services of an
Optionee as an independent sales agent shall cease for Cause, all Options of
such Optionee that are exercisable at the time of such termination may, unless
earlier terminated in accordance with their terms, be exercised within thirty
(30) days after the date of such termination of service (or such different
period as the Board or the Committee, as the case may be, shall prescribe).
(i) Other Provisions. The Agreements shall contain such other terms
and conditions not inconsistent with the Plan as the Board or the Committee, as
the case may be, may determine, including penalties for the commission of
competitive acts.
7. Effect of Certain Changes.
(a) In the event of any stock dividend, recapitalization, merger,
consolidation, stock split, or combination or exchange of such shares, or other
similar transactions, each of the number of shares of Common Stock available for
awards, the number of such shares covered by outstanding awards, and the Option
Price, as appropriate, shall be equitably adjusted by the Board or the
Committee, as the case may be, to reflect such event and preserve the value of
such awards.
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(b) Upon the occurrence of a Change in Control, each Option granted
under the Plan and then outstanding but not yet exercisable shall thereupon
become fully exercisable.
8. Surrender and Exchange of Awards.
The Board or the Committee, as the case may be, may permit the
voluntary surrender of all or a portion of any Option granted under the Plan or
any option granted under any other plan, program or arrangement of the Company
or any Subsidiary ("Surrendered Option"), to be conditioned upon the granting to
the Optionee of a new Option for the same number of shares of Common Stock as
the Surrendered Option, or may require such voluntary surrender as a condition
precedent to a grant of a new Option to such Optionee. Subject to the provisions
of the Plan, such new Option shall be a Nonqualified Stock Option, and shall be
exercisable at the price, during such period and on such other terms and
conditions as are specified by the Board or the Committee, as the case may be,
at the time the new Option is granted.
9. Period During Which Awards May Be Granted.
Awards may be granted pursuant to the Plan from time to time within
a period of ten (10) years from the date the Plan is adopted by the Board,
unless the Board shall terminate the Plan at an earlier date or extend its term.
10. Nontransferability of Awards.
Except as otherwise determined by the Board or the Committee, as the
case may be, awards granted under the Plan shall not be transferable otherwise
than by will or by the laws of descent and distribution, and awards may be
exercised or otherwise realized, during the lifetime of the Optionee, only by
the Optionee or by his guardian or legal representative.
11. Agreement by Optionee Regarding Withholding Taxes.
If the Board or the Committee, as the case may be, shall so require,
as a condition of exercise of a Nonqualified Stock Option (a "Tax Event"), each
Optionee shall agree that no later than the date of the Tax Event, such Optionee
will pay to the Company or make arrangements satisfactory to the Board or the
Committee, as the case may be, regarding payment of any federal, state or local
taxes of any kind required by law to be withheld upon the Tax Event.
Alternatively, the Board or the Committee, as the case may be, may provide that
such an Optionee may elect, to the extent permitted or required by law, to have
the Company deduct federal, state and local taxes of any kind required by law to
be withheld upon the Tax Event from any payment of any kind due the Optionee.
Any decision made by the Committee under this Section 11 shall be in the
Committee's sole discretion.
12. Amendment and Termination of the Plan.
The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan. Except as provided in Section 7(a) hereof, no
suspension, termination,
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modification or amendment of the Plan may adversely affect any award previously
granted, unless the written consent of the Optionee is obtained.
13. Rights as a Stockholder.
An Optionee or a transferee of an award shall have no rights as a
stockholder with respect to any shares covered by the award until the date of
the issuance of a stock certificate to such for such shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distribution of other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 7(a) hereof.
14. No Rights to Service as an Independent Sales Agent, or Otherwise.
Nothing in the Plan or in any award granted or Agreement entered
into pursuant hereto shall confer upon any Optionee the right to an continued
affiliation with Company or any Subsidiary or to be entitled to any remuneration
or benefits not set forth in the Plan or such Agreement or to interfere with or
limit in any way the right of the Company or any such Subsidiary to terminate
such Optionee's service.
15. Beneficiary.
An Optionee may file with the Board or the Committee, as the case
may be, a written designation of a beneficiary on such form as may be prescribed
by the Board or the Committee, as the case may be, and may, from time to time,
amend or revoke such designation. If no designated beneficiary survives the
Optionee, the executor or administrator of the Optionee's estate shall be deemed
to be the Optionee's beneficiary.
16. Governing Law.
The Plan and all determinations made and actions taken pursuant
hereto shall be governed by the laws of the State of Delaware.
17. Other Compensation Plans.
The adoption of the Plan shall not affect any other stock option or
other compensation plans in effect for the Company or any Subsidiary, nor shall
the Plan preclude the Company from establishing any other forms of incentive or
other compensation plans.
18. Singular, Plural; Gender.
Whenever used herein, nouns in the singular shall include the
plural, and the masculine pronoun shall include the feminine gender.
19. Headings, Etc., No Part of Plan.
Headings of Sections hereof are inserted for convenience and
reference; they constitute no part of the Plan.
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