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MCSI, INC.
AMENDED AND RESTATED
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE OF THE PLAN. Under this Non-Employee Director Stock Option
Plan (the "Director Plan") of MCSi, Inc. ("MCSi"), a Maryland corporation
(formerly Miami Computer Supply Corporation, an Ohio corporation) (the
"Company"), options may be granted to eligible persons, as set forth in Section
4, to purchase shares of the Company's common stock, no par value per share
("Common Stock"). This Director Plan is designed to promote the long-term growth
and financial success of the Company by enabling it to attract, retain and
motivate such persons serving on the Company's Board of Directors by providing
for or increasing their proprietary interest in the Company.
2. EFFECTIVE DATE. This Director Plan shall be in effect commencing on
the date of approval of the Director Plan by the Board of Directors of the
Company ("Board"), subject to approval by the Company's stockholders. Options
may not be granted more than ten years after the date of stockholder approval of
this Director Plan or termination of this Director Plan by the Board, whichever
is earlier.
3. PLAN OPERATION. This Director Plan is intended to meet the
requirements of Rule 16b-3 adopted under the Securities Exchange Act of 1934
(or its successor) and accordingly is intended to be self-governing. To this
end, this Director Plan requires no discretionary action by any administrative
body with regard to any transaction under this Director Plan. To the extent, if
any, that any questions of interpretation arise, such questions shall be
resolved by the Board.
4. ELIGIBLE PERSONS. The persons eligible to receive a grant of
non-qualified stock options hereunder are any Director of the Board who on the
date of said grant is not an employee of the Company or a subsidiary of the
Company. For purposes of this Section 4, a person shall not be considered an
employee solely by reason of serving as Chairman of the Board.
5. STOCK SUBJECT TO DIRECTOR PLAN. The maximum number of shares that may
be subject to options granted hereunder shall be 100,000 shares of Common Stock,
subject to adjustments under Section 6. Shares of Common Stock subject to the
unexercised portions of any options granted under this Director Plan which
expire, terminate or are canceled may again be subject to options under this
Director Plan.
6. ADJUSTMENTS. If the outstanding shares of stock of the class then
subject to this Director Plan are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends, spin-offs and the like, appropriate adjustments shall
be made in the price, number and/or type of shares or securities for which
options may thereafter be granted under this Director Plan and for which options
then outstanding under this Director Plan may thereafter be exercised. Any such
adjustments in outstanding options shall be made without changing the aggregate
exercise price applicable to the unexercised portions of such options.
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7. STOCK OPTIONS. Commencing on the date of the annual meeting of the
Company's shareholders at which this Director Plan is approved, each person who
is then a non-employee director of the Board immediately following such meeting
will be automatically granted a non-qualified option to purchase 15,000 shares
of the Company's Common Stock, which options will vest in 5,000 share increments
over a three year period (5,000 of which will vest immediately, 5,000 of which
will vest upon the date of the first annual meeting following the date at which
this Director Plan is approved and 5,000 of which will vest upon the date of the
second annual meeting following the date at which this Director Plan is
approved), subject however, to the immediate vesting of all such options should
the Company engage in a Business Combination, as defined in Article X of the
Company's Amended and Restated Articles of Incorporation. Commencing on the date
of the first annual meeting of the Company's shareholders to be held following
the date at which this Director Plan is approved, and on the date of each annual
meeting of the Company's shareholders thereafter, each person who is a
non-employee director of the Board immediately following each such annual
meeting, will be automatically granted a non-qualified stock option to purchase
5,000 shares of the Company's Common Stock. The per share exercise price of each
option will be the fair market value of a share of the Company's Common Stock on
the date of grant, defined as the closing price of the Company's Common Stock on
the Nasdaq National Market (or such other securities market on which the
Company's Common Stock is primarily traded) on such date. Each option will have
a term of ten years and, except for 10,000 of the options granted on the date of
the annual meeting of shareholders at which this Director plan is approved (as
described above), shall become immediately exercisable in full on the date of
grant. If on any date upon which options are to be granted under this Director
Plan the number of shares of Common Stock remaining available under the Director
Plan is less than the number of shares required for all grants to be made on
such date, then options to purchase a proportionate amount of such available
number of shares of Common Stock shall be granted to each eligible non-employee
director.
8. DOCUMENTATION OF GRANTS. Awards made under this Director Plan shall
be evidenced by written agreements or such other appropriate documentation as
the Board shall prescribe. The Board need not require the execution of any
instrument or acknowledgment of notice of an award under this Director Plan, in
which case acceptance of such award by the respective optionee will constitute
agreement to the terms of the award.
9. NONTRANSFERABILITY. Any option granted under this Director Plan shall
by its terms be nontransferable by the optionee otherwise than by will or the
laws of descent and distribution, and shall be exercisable, during the
optionee's lifetime, only by the optionee.
10. AMENDMENT AND TERMINATION. The Board may alter, amend, suspend, or
terminate this Director Plan, provided that no such action shall deprive any
optionee, without his consent, of any option granted to the optionee pursuant to
this Director Plan or of any of his rights under such option and provided
further that the provisions of this Director Plan designating persons eligible
to participate in the Director Plan and specifying the amount, exercise price
and timing of grants under the Director Plan shall not be amended more than once
every six months other than to comport with
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changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder.
11. TERMINATION OF DIRECTORSHIP. All options granted hereunder and held
by non-employee directors as of the date of cessation of service as a director
may be exercised by the non-employee director or his heirs or legal
representatives until the earlier of the tenth anniversary of the date of grant
or the expiration of twelve months after the date of cessation of such service.
12. MANNER OF EXERCISE. All or a portion of an exercisable option shall
be deemed exercised upon delivery to the Secretary of the Company at the
Company's principal office of all of the following: (i) a written notice of
exercise specifying the number of shares to be purchased signed by the
non-employee director or other person then entitled to exercise the option, (ii)
full payment of the exercise price for such shares by any of the following or
combination thereof: (a) cash, (b) certified or cashier's check payable to the
order of the Company, (c) the delivery of whole shares of the Company's Common
Stock owned by the option holder, or (d) by requesting that the Company withhold
whole shares of Company Common Stock then issuable upon exercise of the option
(for purposes of such a transaction the value of shares of the Company's Common
Stock shall be the closing price of the Company's Common Stock on the Nasdaq
National Market (or such other securities market on which the Company's Common
Stock is primarily traded) on such date), (iii) such representations and
documents as the Board, in its sole discretion, deems necessary or advisable to
effect compliance with all applicable provisions of the Securities Act of 1933,
as amended, and any other federal or state securities laws or regulations, (iv)
in the event that the option shall be exercised by any person or persons other
than the non-employee director, appropriate proof of the right of such person or
persons to exercise the option, and (v) such representations and documents as
the Board, in its sole discretion, deems necessary or advisable.
13. COMPLIANCE WITH LAW. Common Stock shall not be issued upon exercise
of an option granted under this Director Plan unless and until counsel for the
Company shall be satisfied that any conditions necessary for such issuance to
comply with applicable federal, state or local tax, securities or other laws or
rules or applicable securities exchange requirements have been fulfilled.
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