Exhibit 99.2
MIAMI COMPUTER SUPPLY CORPORATION
2000 STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
Miami Computer Supply Corporation (the "Corporation") hereby
establishes this 2000 Stock Option Plan (the "Plan") upon the terms and
conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of this Plan is to improve the growth and profitability
of the Corporation by providing Employees with a proprietary interest in the
Corporation as an incentive to contribute to the success of the Corporation,
and rewarding those Employees for outstanding performance and the attainment
of targeted goals. All Incentive Stock Options issued under this Plan are
intended to comply with the requirements of Section 422 of the Code, and the
regulations thereunder, and all provisions hereunder shall be read,
interpreted and applied with that purpose in mind.
ARTICLE III
DEFINITIONS
3.01 "Board" means the Board of Directors of the Corporation.
3.02 "Code" means the Internal Revenue Code of 1986, as amended.
3.03 "Committee" means a committee of two or more directors
appointed by the Board pursuant to Article IV hereof, each of whom shall be a
"non-employee director" as defined in Rule 16b-3(b)(3)(i) of the Exchange Act
or any successor thereto.
3.04 "Common Stock" means shares of the common stock, no par
value per share, of the Corporation.
3.05 "Disability" means any physical or mental impairment which
qualifies an Employee for disability benefits under the applicable long-term
disability plan maintained by the Corporation or, if no such plan applies,
which would qualify such Employee for disability benefits under the Federal
Social Security System.
3.06 "Effective Date" means the date upon which the Board
approves this Plan.
3.07 "Employee" means any person who is employed by the
Corporation.
3.08 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
3.09 "Fair Market Value" shall be equal to the fair market value
per share of the Corporation's Common Stock on the date an Option is granted.
For purposes hereof, the Fair Market Value of a share of Common Stock shall be
the mean between the high bid and low asked prices that day on the principal
market then in use, or if no such quotations are available, the fair market
value on the date in question of a share as determined by a majority of the
Board in good faith.
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3.10 "Incentive Stock Option" means any Option granted under this
Plan which the Board intends (at the time it is granted) to be an incentive
stock option within the meaning of Section 422 of the Code or any successor
thereto.
3.11 "Non-Qualified Stock Option" means any Option granted under
this Plan which is not an Incentive Stock Option.
3.12 "Officer" means an Employee whose position in the
Corporation is that of a corporate officer, as determined by the Board.
3.13 "Option" means a right granted under this Plan to purchase
Common Stock.
3.14 "Optionee" means an Employee or former Employee to whom an
Option is granted under the Plan.
3.15 "Retirement" means a termination of employment which
constitutes a "retirement" under any applicable qualified pension benefit plan
maintained by the Corporation.
3.16 "Stock Option Agreement" means the written agreement
pursuant to Section 8.01 hereof that sets forth the terms, conditions,
restrictions and privileges for an Incentive Stock Option.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 DUTIES OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02. The Committee shall have the authority in its
absolute discretion to adopt, amend and rescind such rules, regulations and
procedures as, in its opinion, may be advisable in the administration of the
Plan, including, without limitation, rules, regulations and procedures which
(i) deal with satisfaction of an Optionee's tax withholding obligation
pursuant to Section 12.02 hereof, (ii) include arrangements to facilitate the
Optionee's ability to borrow funds for payment of the exercise or purchase
price of an Option, if applicable, from securities brokers and dealers, and
(iii) include arrangements which provide for the payment of some or all of
such exercise or purchase price by delivery of previously-owned shares of
Common Stock or other property and/or by withholding some of the shares of
Common Stock which are being acquired. The interpretation and construction by
the Committee of any provisions of the Plan, any rule, regulation or
procedure adopted by it pursuant thereto or of any Option shall be final and
binding.
4.02 APPOINTMENT AND OPERATION OF THE COMMITTEE. The members of the
Committee shall be appointed by, and will serve at the pleasure of, the Board.
The Board from time to time may remove members from, or add members to, the
Committee, provided the Committee shall continue to consist of two or more
members of the Board, each of whom shall be a "non-employee director" as
defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto.
The Committee shall act by vote or written consent of a majority of its
members. Subject to the express provisions and limitations of the Plan, the
Committee may adopt such rules, regulations and procedures as it deems
appropriate for the conduct of its affairs. It may appoint one of its members
to be chairman and any person, whether or not a member, to be its secretary or
agent. The Committee shall report its actions and decisions to the Board at
the next regularly scheduled meeting of the Board following each meeting of
the Committee.
4.03 REVOCATION FOR MISCONDUCT. The Committee may by resolution
immediately revoke, rescind and terminate any Option, or portion thereof, to
the extent not yet vested, previously granted or awarded under this Plan to
an Employee who is discharged from the employ of the Corporation for cause,
which, for purposes hereof, shall mean termination because of the Employee's
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty
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involving personal profit, intentional failure to perform stated duties, or
willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses).
4.04 LIMITATION ON LIABILITY. No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan, any rule, regulation or procedure adopted by it pursuant thereto or any
Options granted under it. If a member of the Committee is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, by reason of anything done or not done by him in such capacity
under or with respect to the Plan, the Corporation shall indemnify him to the
extent permitted by the Corporation's Amended and Restated Articles of
Incorporation and Code of Regulations and by Ohio General Corporation Law.
4.05 COMPLIANCE WITH LAW AND REGULATIONS. All Options granted
hereunder shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as
may be required. The Corporation shall not be required to issue or deliver
any certificates for shares of Common Stock prior to the completion of any
registration or qualification of or obtaining of consents or approvals with
respect to such shares under any Federal or state law or any rule or
regulation of any government body, which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may
be exercised if such exercise would be contrary to applicable laws and
regulations.
4.06 RESTRICTIONS ON TRANSFER. The Corporation may place a legend
upon any certificate representing shares acquired pursuant to an Option
granted hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations.
ARTICLE V
ELIGIBILITY
Options may be granted to such Employees of the Corporation as may be
designated from time to time by the Committee, pursuant to guidelines, if any,
which may be adopted by the Committee from time to time.
ARTICLE VI
COMMON STOCK COVERED BY THE PLAN
6.01 OPTION SHARES. The aggregate number of shares of Common Stock
which may be issued pursuant to this Plan, subject to adjustment as provided
in Article IX, shall be 900,000 shares of Common Stock. None of such shares
shall be the subject of more than one Option at any time, but if an Option as
to any shares is surrendered before exercise, or expires or terminates for any
reason without having been exercised in full, or for any other reason ceases
to be exercisable, the number of shares covered thereby shall again become
available for grant under the Plan as if no Options had been previously
granted with respect to such shares.
6.02 SOURCE OF SHARES. The shares of Common Stock issued under the
Plan may be authorized but unissued shares, treasury shares or shares
purchased by the Corporation on the open market or from private sources for
use under the Plan.
ARTICLE VII
DETERMINATION OF
OPTIONS, NUMBER OF SHARES, ETC.
The Committee shall, in its discretion, determine from time to time
which Employees will be granted Options under the Plan, the number of shares
of Common Stock subject to each Option, whether each Option will be an
Incentive Stock Option or a Non-Qualified Stock Option and the exercise price
of an Option. In making all such
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determinations there shall be taken into account the duties, responsibilities
and performance of each respective Employee, his present and potential
contributions to the growth and success of the Corporation, his salary and
such other factors as the Committee shall deem relevant to accomplishing the
purposes of the Plan.
ARTICLE VIII
OPTIONS
Each Option granted hereunder shall be on the following terms and
conditions:
8.01 STOCK OPTION AGREEMENT. The proper Officers or a member of the
Committee on behalf of the Corporation and each Optionee shall execute a Stock
Option Agreement which shall set forth the total number of shares of Common
Stock to which it pertains, the exercise price, whether it is a Non-Qualified
Stock Option or an Incentive Stock Option and such other terms, conditions,
restrictions and privileges as the Committee in each instance shall deem
appropriate, provided they are not inconsistent with the terms, conditions and
provisions of this Plan. Each Optionee shall receive a copy of his executed
Stock Option Agreement.
8.02 OPTION EXERCISE PRICE.
(A) INCENTIVE STOCK OPTIONS. The per share price at
which the subject Common Stock may be purchased upon exercise of an Incentive
Stock Option shall be no less than one hundred percent (100%) of the Fair
Market Value of a share of Common Stock at the time such Incentive Stock
Option is granted, except as provided in Section 8.09(b).
(B) NON-QUALIFIED STOCK OPTIONS. The per share
price at which the Common Stock may be purchased upon exercise of a
Non-Qualified Stock Option shall be no less than eighty-five percent (85%) of
the Fair Market Value of a share of Common Stock at the time such
Non-Qualified Option is granted, except as provided in Section 8.09(b).
8.03 VESTING AND EXERCISE OF OPTIONS
(A) GENERAL RULES. Incentive Stock Options and
Non-Qualified Stock Options granted to Employees shall become vested and
exercisable at the rate, to the extent and subject to such limitations as may
be specified by the Committee. Notwithstanding the foregoing, no vesting shall
occur on or after an Employee's employment with the Corporation is terminated
for any reason other than his death, Disability or Retirement. In determining
the number of shares of Common Stock with respect to which Options are vested
and/or exercisable, fractional shares will be rounded up to the nearest whole
number if the fraction is 0.5 or higher, and down if it is less.
(B) VESTING UPON TERMINATION OF EMPLOYMENT, DEATH,
DISABILITY OR RETIREMENT. Unless the Committee shall specifically state
otherwise at the time an Option is granted, only those Options granted to
Employees under this Plan which are vested and exercisable on the date an
Optionee terminates his employment with the Corporation because of his
termination of employment under certain circumstances as set forth in the
Optionee's Stock Option Agreement, or because of his death, Disability or
Retirement shall be vested and exercisable by the Optionee thereafter as set
forth in Section 8.04.
(C) ACCELERATED VESTING FOR CHANGES IN CONTROL.
Notwithstanding the general rule described in Section 8.03(a), all outstanding
Options shall become immediately vested and exercisable in the event there is
a change in control of the Corporation. A "change in control of the
Corporation" for this purpose shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, or any successor thereto,
whether or not the Corporation in fact is required to comply with Regulation
14A thereunder.
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8.04 DURATION OF OPTIONS.
(A) GENERAL RULE. Except as provided in Sections
8.04(b) and 8.09, each Option granted to Employees shall be exercisable at any
time on or after it vests and becomes exercisable until the earlier of (i) ten
(10) years after its date of grant or (ii) three (3) months after the date on
which the Optionee ceases to be employed by the Corporation, unless the
Committee in its discretion decides at the time of grant or thereafter to
extend such period of exercise upon termination of employment from three (3)
months to a period not exceeding five (5) years.
(B) EXCEPTION FOR TERMINATION DUE TO DEATH,
DISABILITY OR RETIREMENT. If an Employee dies while in the employ of the
Corporation or terminates employment with the Corporation as a result of
Disability or Retirement without having fully exercised his Options, the
Optionee or his legal representative or guardian, or the executors,
administrators, legatees or distributees of his estate shall have the right,
during the twelve-month period following the earlier of his death, Disability
or Retirement, to exercise such Options to the extent vested on the date of
such death, Disability or Retirement. In no event, however, shall any Option
be exercisable within six (6) months after the date of grant or more than ten
(10) years from the date it was granted.
8.05 NONASSIGNABILITY. Options shall not be transferable by an
Optionee except by will or the laws of descent or distribution, and during an
Optionee's lifetime shall be exercisable only by such Optionee or the
Optionee's guardian or legal representative. Notwithstanding the foregoing, or
any other provision of this Plan, an Optionee who holds Non-Qualified Stock
Options may transfer such Options to his or her spouse, lineal ascendants,
lineal descendants, or to a duly established trust for the benefit of one or
more of these individuals. Options so transferred may thereafter be
transferred only to the Optionee who originally received the grant or to an
individual or trust to whom the Optionee would have initially transferred the
Option pursuant to this Section 8.05. Options which are transferred pursuant
to this Section 8.05 shall be exercisable by the transferee according to the
same terms and conditions as applied to the Optionee.
8.06 MANNER OF EXERCISE. Options may be exercised in part or in whole
and at one time or from time to time. The procedures for exercise shall be set
forth in the written Stock Option Agreement provided for in Section 8.01
above.
8.07 PAYMENT FOR SHARES. Payment in full of the purchase price for
shares of Common Stock purchased pursuant to the exercise of any Option shall
be made to the Corporation upon exercise of the Option. All shares sold under
the Plan shall be fully paid and nonassessable. Payment for shares may be made
by the Optionee in cash or, at the discretion of the Committee, by delivering
shares of Common Stock (including shares acquired pursuant to the exercise of
an Option) or other property equal in Fair Market Value to the purchase price
of the shares to be acquired pursuant to the Option, by withholding some of
the shares of Common Stock which are being purchased upon exercise of an
Option, or any combination of the foregoing. Notwithstanding the foregoing
payment may also be made by delivering a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Corporation the amount of sale or loan proceeds to pay the exercise price.
8.08 VOTING AND DIVIDEND RIGHTS. No Optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded
on the Corporation's stockholder ledger as the holder of record of such shares
acquired pursuant to an exercise of an Option.
8.09 ADDITIONAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS. All
Options issued under the Plan as Incentive Stock Options will be subject, in
addition to the terms detailed in Sections 8.01 to 8.08 above, to those
contained in this Section 8.09.
(A) $100,000 LIMITATION. Notwithstanding any contrary
provisions contained elsewhere in this Plan and as long as required by Section
422 of the Code, the aggregate Fair Market Value, determined as of the time
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an Incentive Stock Option is granted, of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year, under this Plan and stock options that
satisfy the requirements of Section 422 of the Code under any other stock
option plan or plans maintained by the Corporation, shall not exceed $100,000.
(B) LIMITATION ON TEN PERCENT STOCKHOLDERS. The price at
which shares of Common Stock may be purchased upon exercise of an Incentive
Stock Option granted to an individual who, at the time such Incentive Stock
Option is granted, owns, directly or indirectly, more than ten percent (10%)
of the total combined voting power of all classes of stock issued to
stockholders of the Corporation, shall be no less than one hundred and ten
percent (110%) of the Fair Market Value of a share of the Common Stock of the
Corporation at the time of grant, and such Incentive Stock Option shall by its
terms not be exercisable after the earlier of the date determined under
Section 8.03 or the expiration of five (5) years from the date such Incentive
Stock Option is granted.
(C) NOTICE OF DISPOSITION; WITHHOLDING; ESCROW. An Optionee
shall immediately notify the Corporation in writing of any sale, transfer,
assignment or other disposition (or action constituting a disqualifying
disposition within the meaning of Section 421 of the Code) of any shares of
Common Stock acquired through exercise of an Incentive Stock Option, within
two (2) years after the grant of such Incentive Stock Option or within one (1)
year after the acquisition of such shares, setting forth the date and manner
of disposition, the number of shares disposed of and the price at which such
shares were disposed. The Corporation shall be entitled to withhold from any
compensation or other payments then or thereafter due to the Optionee such
amounts as may be necessary to satisfy any withholding requirements of Federal
or state law or regulation and, further, to collect from the Optionee any
additional amounts which may be required for such purpose. The Committee may,
in its discretion, require shares of Common Stock acquired by an Optionee upon
exercise of an Incentive Stock Option to be held in an escrow arrangement for
the purpose of enabling compliance with the provisions of this Section
8.09(c).
ARTICLE IX
ADJUSTMENTS FOR CAPITAL CHANGES
The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Option relates and the
exercise price per share of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the effective date of
this Plan resulting from a split, subdivision or consolidation of shares or
any other capital adjustment, the payment of a stock dividend, or other
increase or decrease in such shares effected without receipt or payment of
consideration by the Corporation. If, upon a merger, consolidation,
reorganization, liquidation, recapitalization or the like of the Corporation,
the shares of the Corporation's Common Stock shall be exchanged for other
securities of the Corporation or of another corporation, each recipient of an
Option shall be entitled, subject to the conditions herein stated, to purchase
or acquire such number of shares of Common Stock or amount of other securities
of the Corporation or such other corporation as were exchangeable for the
number of shares of Common Stock of the Corporation which such optionees would
have been entitled to purchase or acquire except for such action, and
appropriate adjustments shall be made to the per share exercise price of
outstanding Options.
ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN
The Board may, by resolution, at any time terminate or amend the Plan
with respect to any shares of Common Stock as to which Options have not been
granted, subject to any required stockholder approval or any stockholder
approval which the Board may deem to be advisable for any reason, such as for
the purpose of obtaining or retaining any statutory or regulatory benefits
under tax, securities or other laws or satisfying any applicable stock
exchange listing requirements. The Board may not, without the consent of the
holder of an Option, alter or impair any Option previously granted or awarded
under this Plan as specifically authorized herein.
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ARTICLE XI
EMPLOYMENT RIGHTS
Neither the Plan nor the grant of any Options hereunder nor any
action taken by the Committee or the Board in connection with the Plan shall
create any right on the part of any Employee of the Corporation to continue
in such capacity.
ARTICLE XII
WITHHOLDING
12.01 TAX WITHHOLDING. The Corporation may withhold from any cash
payment made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash payment is
insufficient, the Corporation may require the Optionee to pay to the
Corporation the amount required to be withheld as a condition to delivering
the shares acquired pursuant to an Option. The Corporation also may withhold
or collect amounts with respect to a disqualifying disposition of shares of
Common Stock acquired pursuant to exercise of an Incentive Stock Option, as
provided in Section 8.09(c).
12.02 METHODS OF TAX WITHHOLDING. The Committee is authorized to
adopt rules, regulations or procedures which provide for the satisfaction of
an Optionee's tax withholding obligation by the retention of shares of Common
Stock to which the Employee would otherwise be entitled pursuant to an Option
and/or by the Optionee's delivery of previously-owned shares of Common Stock
or other property.
ARTICLE XIII
EFFECTIVE DATE OF THE PLAN; TERM
13.01 EFFECTIVE DATE OF THE PLAN. This Plan shall become effective on
the Effective Date, and Options may be granted hereunder as of or after the
Effective Date and prior to the termination of the Plan, provided that no
Incentive Stock Option issued pursuant to this Plan shall qualify as such
unless this Plan is approved by the requisite vote of the holders of the
outstanding voting shares of the Corporation at a meeting of stockholders of
the Corporation held within twelve (12) months before or after the Effective
Date.
13.02 TERM OF PLAN. Unless sooner terminated, this Plan shall remain
in effect for a period of ten (10) years ending on the tenth anniversary of
the Effective Date. Termination of the Plan shall not affect any Options
previously granted and such Options shall remain valid and in effect until
they have been fully exercised or earned, are surrendered or by their terms
expire or are forfeited.
ARTICLE XIV
MISCELLANEOUS
14.01 GOVERNING LAW. To the extent not governed by Federal law, this
Plan shall be construed under the laws of the State of Ohio.
14.02 PRONOUNS. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.
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