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EXHIBIT 99.7
CADIS, INC.
1991 STOCK OPTION PLAN
1. Introduction. This Stock Option Plan (the "Plan") is established for the
purpose of providing key employees and those associated with CADIS, Inc., a
Delaware corporation (the "Corporation"), the opportunity to participate in the
growth of the Corporation through the purchase of $.01 par value Common Stock of
the Corporation (the "Common Stock"). The Board of Directors believes that the
Plan affords an appropriate means of rewarding key employees, consultants and
directors for their past and future contributions to the Corporation's growth,
and of encouraging such employees, consultants and directors to remain in or
enter the service of the Corporation. The options granted under the Plan are
intended to qualify as incentive stock options under the Internal Revenue Code
of 1986, as amended (the "Code"), unless designated as non-qualified stock
options.
2. Administration of the Plan. The Plan shall be administered by the Board of
Directors of THE CORPORATION (THE "Board") or a committee of the Board
consisting of not LESS THAN three members appointed by the Board and serving at
the BOARD'S pleasure (the "Committee"). Any vacancy occurring in the membership
of the Committee shall be filled by appointment by the Board. As used herein,
the term Board shall also mean the Committee of the Board.
The Board may from time to time adopt such rules and regulations as it may deem
advisable for the administration of the Plan, and may alter, amend or rescind
any such rules and regulations in its discretion. The Board shall have the power
to interpret or amend or discontinue the Plan, subject to the provisions of the
Code; provided that without the written consent of an optionee, no amendment or
suspension of the Plan shall alter or impair any option previously granted to an
optionee under the Plan, subject to any provisions otherwise in the Plan. All
decisions made by the Board in the administration and interpretation of the Plan
shall be binding and conclusive for all purposes. No member of the Board shall
be liable for any action taken or decisions made by him in good faith with
respect to the Plan or any option granted under it. The Board may delegate the
grant of options to a committee of management of the Corporation so long as the
Board ratifies by formal Board actions all options granted by such committee of
management.
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3. GRANT of Options. Except as provided in Section 11 hereof, options may be
granted under the Plan for a total of 1,600,000 shares of Common Stock to one or
more key employees and, with respect to non-qualified stock options, to
directors and consultants of the Corporation selected by the Board in the
Board's sole discretion. The grant of an option hereunder shall be evidenced by
written notice of the grant (which may be in the form of a stock option
agreement), of the terms and conditions of the option granted, and whether the
option is an incentive stock option or non-qualified stock option, which notice
shall be delivered to the individual to whom the option is granted. No stock
option may be granted under the Plan more than 10 years after the adoption of
the Plan by the Board.
4. Terms and Conditions of Options. The type of option, the number of shares
which may be purchased under each option and the purchase price per share, shall
be designated by the Board at the time the option is granted. The purchase price
per share of an option shall in no event be less than 100% of the fair market
value of each share at the time the incentive stock option is granted; provided,
however, that incentive stock options may not be granted to any holder of the
voting rights of 10% or more of the total combined voting power of all classes
of stock of the Corporation at time of grant, unless the purchase price shall be
at least 110% of the fair market value of the shares at the time of grant. "Fair
market value" shall be determined as set forth in Section 9 below. An option
granted under the Plan shall not be transferable by the individual to whom it is
granted otherwise than by will or the laws of descent and distribution, and
shall be exercisable, during the lifetime of such individual, only by him;
provided, however, that if such individual becomes legally disabled, his legal
representative may exercise the option on his behalf. No incentive stock options
shall be granted under the Plan to any employee where the aggregate fair market
value (determined at the time the option is granted) of the stock with respect
to which incentive stock options are exercisable for the first time by such
employee during any calendar year (under all such plans of the Corporation and
its parent and subsidiary corporations) shall exceed $100,000. Options may be
granted under the Plan which are nonqualified stock options, including options
exceeding the previously stated limits. All options shall be exercisable even
though there may be outstanding any other option(s) which was or were granted
before the granting of such option. The Board may impose on any option any
additional terms and conditions which it deems advisable and which are not
inconsistent with the Plan.
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5. Vesting of Right to Exercise Options. Unless otherwise determined by the
Board and set forth In Optionee's Non-Qualified Stock Option Agreement or
Incentive Stock Option Agreement, as applicable, forms of which are attached
hereto and incorporated herein, options granted hereunder shall mature and
become exercisable as follows:
Percentage of
Period of Time Shares for
After Date of Which option May
Grant Be Exercised
12 months 25%
Every month thereafter 2.08%
48 months 100%
In the event of the death or legal disability of an optionee, the optionee shall
for purposes of the foregoing requirement be considered to have completed the
next full vesting period with respect to the vesting period in which the
Optionee's death or disability occurs. An optionee may exercise less than all
the matured portion of the option, in which case such unexercised, matured
portion shall continue to remain exercisable, subject to the terms of the Plan,
until the option terminates as provided below.
6. Limits on Option Period. Unless otherwise specified and set forth in
Optionee's Incentive or Non-Qualified Stock Option Agreement, as applicable,
incentive and non qualified stock options granted hereunder shall be
exercisable by an optionee for a period of three months after optionee's
employment by the Corporation terminates, other than For Cause (as defined
herein), death or legal disability; and by midnight of the day of termination,
if For Cause. "For Cause" shall mean the termination of optionee's employment
with the Corporation by reason of optionee's commission of a felony, fraud or
willful misconduct which has resulted, or is likely to result, in substantial
and material damage to the Corporation, as so determined in the discretion of
the Board, the option shall not be exercisable at any time after such
termination. If an Optionee's employment with the Corporation terminates by
reason of death or legal disability (within the meaning of Section 105(d)(4) of
the Code), the option shall remain exercisable for a period of 12 months
following the date of the Optionee's death or cessation of employment, whichever
shall first occur, and shall be exercisable only to the extent
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exercisable under Section 5 hereof on the date of the OPTIONEE'S death or
cessation of employment. Notwithstanding any other provision of this section or
of any other section of the Plan, NO stock option granted hereunder shall be
exercisable after the expiration of ten years from the date such option is
granted, provided however, that no incentive stock option granted to a 10%
stockholder (as referenced in Section 4 hereof) shall be exercisable after the
expiration of 5 years from the date such option is granted.
7. Eligibility. incentive stock options may be granted only to employees
(including officers) of the Corporation. A director of the Corporation shall not
be eligible to be granted an incentive stock option unless the director is also
an employee of the Corporation. An optionee may, if he is otherwise eligible, be
granted additional options. Employment with the Corporation shall include
employment with any parent or subsidiary as defined in Section 425 of the Code.
8. Exercise; No Stockholder Rights. The manner of exercise shall be by written
notice sent by the holder of the option to the Corporation, setting forth the
number of shares desired to be purchased, stating whether the employee is
exercising an incentive stock option or non-qualified stock option and
accompanied by cash or check in the amount equal to the full purchase price of
the shares being purchased; provided, however, that the Corporation may in its
discretion allow the optionee to pay the purchase price in whole or in part by
transferring to the Corporation shares of Common Stock held by him or by being
credited by the Corporation for shares he has a right to acquire in the option
being exercised, in which case such certificate shall reflect the number of
shares after payment of the exercise price. Notice of exercise shall be
addressed to the Corporation at its principal place of business; Attention:
President; shall be signed by the holder of the option; and shall, at the option
of the Corporation, contain a representation, in the form provided by the
Corporation, that the shares are being purchased for investment only and not for
resale or distribution. The Corporation may place any legend on any certificate
issued hereunder which it deems necessary to comply with any applicable law.
Within a reasonable time after receipt of notice in the form specified above,
the Corporation shall cause to be issued and delivered to the holder of the
option a certificate for the number of shares of Common Stock which the holder
has purchased; provided, however, that the Corporation may in its discretion
allow the optionee to elect to pay any withholding taxes payable, in whole or in
part, by transferring to the Corporation shares of Common Stock of the
Corporation
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owned by him or by being credited by the Corporation for SHARES he has a right
to acquire in THE OPTION BEING EXERCISED, IN WHICH case such certificate shall
reflect the number of shares after payment of the taxes. All documentary stamp
taxes payable on account of such issue shall be paid for by the Corporation. In
no event shall the Corporation be required to issue fractional shares upon the
exercise of an option.
No person shall have any rights as a stockholder with respect to any shares
covered by an option until the date of the issuance of a stock certificate(s)
for the shares for which the option has been exercised. No adjustments shall be
made for dividends or distributions or other rights for which the record date is
prior to the date such stock certificate(s) are issued, except as provided in
Section 11. Nothing in this Plan or in any option agreement shall confer upon
any optionee any right to continue in the employ of the Corporation or interfere
in ANY WAY with any right of the Corporation to terminate the optionee's
employment at any time. The adoption of the Plan of itself, shall not be deemed
to entitle any employee to any rights to be granted options.
9. Definition of Fair Market Value. For the purposes of this Plan, "fair market
value" shall mean either the exercise price per share established in the
discretion of the Board of Directors or, in the event the Company's stock is
publicly traded: (i) the average of the closing bid and asked prices per share
of Common Stock of the Company on the date preceding the date of grant, as
reported by the National Association of Securities Dealers Automated Quotation
System, (ii) the average of the closing bid and asked prices per share of Common
Stock of the Company on the date preceding the date of grant, as reported by
the National Quotation Bureau, Inc.'s "pink sheets," or (iii) if the Company's
Common Stock is listed on a national securities exchange, fair market value
shall mean the closing price on such preceding date as reported by the Wall
Street Journal.
10. Right of First Refusal. All options granted hereunder shall be subject to a
right of first refusal obligation in favor of the Corporation, as set forth in
the Incentive or Non-Qualified Stock Option Agreement pursuant to which any
option is granted.
11. Stock Splits, Mergers, etc. In case of any stock split, stock dividend or
similar transaction which increases or decreases the number of outstanding
shares of the Corporation's Common Stock, appropriate adjustment will be made to
both the number of shares which may be purchased under the Plan and the
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number and price per share of Common Stock which may be purchased under any
outstanding options. Unless otherwise specified by the Board and set forth in
Optionee's Incentive or Non-Qualified Stock Option Agreement, as applicable, in
the case of any merger, liquidation, sale of all or substantially all of the
assets of the Corporation or other transaction which results in the replacement
of the Corporation's Common Stock with the stock of another corporation, the
Board may provide for the replacement of any options with comparable options to
purchase the stock of such other corporation.
12. Effective Date. The Plan shall take effect upon the adoption of the Plan by
the Board and the Corporation's stockholders.
Adopted by Board: October 31 1991
Approved by Stockholders: October 31, 1991
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