Exhibit 99.1
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.
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 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.
