<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1999
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
MULTEX.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3253344
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
100 William Street, 6th Floor
New York, New York 10038
(Address of Principal Executive Offices) (Zip Code)
--------------
MULTEX.COM, INC. 1999 STOCK OPTION PLAN
MARKET GUIDE INC. 1995 KEY EMPLOYEE INCENTIVE PLAN
MARKET GUIDE INC. 1995 INDEPENDENT DIRECTOR'S STOCK INCENTIVE PLAN
SPECIAL OPTION GRANTS TO MESSRS. BYRAMJI AND CASE
(Full Title of the Plans)
--------------
Isaak Karaev
Chief Executive Officer and Chairman
Multex.com, Inc.
100 William Street, 6th Floor
New York, New York 10038
(Name and Address of Agent for Service)
(212) 859-9800
(Telephone Number, Including Area Code, of Agent for Service)
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share Price Fee
---------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
Multex.com, Inc.
1999 Stock Option Plan
Common Stock, $0.01 par value 2,500,000 shares $ 13.69 (2) $ 34,225,000 (2) $ 9,514.55
Market Guide Inc.
1995 Key Employee Incentive Plan
Common Stock, $0.01 par value 556,825 shares $ 7.95 (3) $4,426,758.75 (3) $ 1,230.64
Market Guide Inc.
1995 Independent Director's Stock Incentive
Plan 70,000 shares $ 6.36 (3) $ 445,200 (3) $ 123.77
Common Stock, $0.01 par value
Special Option Grants Pursuant to Written
Compensation Agreements
Common Stock, $0.01
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Mr. Byramji 12,500 $ 2.68 (4) $ 33,500 (4) $ 9.31
Mr. Case 12,500 $ 2.68 (4) $ 33,500 (4) $ 9.31
Aggregate Registration Fee: $10,887.58
========================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Multex.com, Inc. 1999 Stock
Option Plan, the Market Guide Inc. 1995 Key Employee Incentive Plan, the
1995 Independent Director's Stock Incentive Plan and the options granted to
Messrs. Byramji and Case by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrant's Common Stock on
October 19, 1999, as reported on the Nasdaq National Market.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
(4) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the exercise price of
each of the individual options.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
Multex.com, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Prospectus filed with the Commission pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended, filed
with the Commission on March 17, 1999, in connection with the
Registrant's Registration Statement No. 333-70693, in which there is
set forth the audited financial statements for the Registrant's fiscal
year ended December 31, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999 and June 30, 1999, filed with the
Commission on May 14, 1999 and August 4, 1999, respectively;
(c) The Registrant's Current Reports on Form 8-K, filed with the
Commission on June 29, 1999 and October 6, 1999; and
(d) The Registrant's Registration Statement No. 000-24559 on Form 8-A12G
filed with the Commission on July 1, 1998 and on March 2, 1999, in
which there is described the terms, rights and provisions applicable
to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") provides that, except to the extent prohibited
by the Delaware General Corporation Law (as amended from time to time, the
"DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Registrant. Under the DGCL, the directors have a
fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate of Incorporation and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of nonmonetary relief will remain
available. In addition, each director will continue to be subject to liability
under the DGCL for breach of the director's duty of loyalty to the Registrant,
for acts or omissions which are found by a court of competent jurisdiction to be
not in good faith or involving intentional misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by DGCL. This provision also does not affect the director's
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws.
Section 145 of the DGCL empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate of Incorporation eliminates the personal liability of directors to
the fullest extent permitted by Section 102(b)(7) of the DGCL and provides that
the Registrant shall fully indemnify any person who was or 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 or investigative) by
reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant as a director
or officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding. The
Registrant has obtained liability insurance for its officers and directors.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate of Incorporation. The Registrant is
not aware of any threatened litigation or proceeding that may result in a claim
for such indemnification.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No. 000-24559
on Form 8-A, together with the exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24.1 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Multex.com, Inc. 1999 Stock Option Plan.
99.2* Form of Notice of Grant of Stock Option.
99.3* Form of Stock Option Agreement.
99.4* Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Right).
II-2
<PAGE>
99.5* Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporation Transaction/Change in
Control).
99.6* Form of Stock Issuance Agreement.
99.7* Form of Addendum to Stock Issuance Agreement (Involuntary
Termination Following Corporation Transaction/Change in
Control).
99.8* Form of Notice of Grant of Automatic Stock Option (Initial).
99.9* Form of Notice of Grant of Automatic Stock Option (Annual).
99.10* Form of Automatic Stock Option Agreement.
99.11 Market Guide Inc. 1995 Key Employee Incentive Plan.
99.12 Form of Stock Option Certificate.
99.13 Market Guide Inc. 1995 Independent Director's Stock
Incentive Plan.
99.14 Form of Stock Option Certificate.
99.15 Form of Written Compensation Agreement.
99.16 Form of Option Certificate (Pursuant to Written
Compensation Agreement).
* Exhibits 99.2 through 99.10 are herein incorporated by reference to Exhibits
99.2 through 99.10, respectively to Registrant's Registration Statement No.
333-75121 on Form S-8, filed with the Commission on March 26, 1999.
Item 9. Undertakings
------------
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1999
Stock Option Plan, the Market Guide Inc. 1995 Key Employee Incentive Plan, the
Market Guide Inc. 1995 Independent Director's Stock Incentive Plan and the
options granted to Messrs. Byramji and Case.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is
II-3
<PAGE>
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on this
19th day of October, 1999.
MULTEX.COM, INC.
/s/ Isaak Karaev
By:________________________________________
Isaak Karaev
Chief Executive Officer and Chairman of
the Board of Directors
POWER OF ATTORNEY
We, the undersigned directors and/or officers of Multex.com, Inc. (the
"Company"), hereby severally constitute and appoint Isaak Karaev, Chief
Executive Officer and Chairman of the Board of Directors and Philip Scheps, Vice
President, Finance and Controller, and each of them individually, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on October 19, 1999:
Signature Title(s)
--------- --------
/s/ Isaak Karaev
_________________________________________ Chief Executive Officer and Chairman
Isaak Karaev of the Board of Directors
(Principal Executive Officer)
/s/ Philip Scheps
_________________________________________ Vice President, Finance and
Philip Scheps Controller (Principal Financial
and Accounting Officer)
/s/ James M. Tousignant
_________________________________________ President and Director
James M. Tousignant
II-4
<PAGE>
/s/ George F. Rick Adam, Jr.
_________________________________________ Director
George F. Rick Adam, Jr.
/s/ I. Robert Greene
_________________________________________ Director
I. Robert Greene
/s/ Lennert J. Leader
_________________________________________ Director
Lennert J. Leader
/s/ Herbert L. Skeete
_________________________________________ Director
Herbert L. Skeete
/s/ John Tugwell
_________________________________________ Director
John Tugwell
/s/ Homi Byramji
_________________________________________ Director
Homi Byramji
II-5
<PAGE>
SECTION AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
MULTEX.COM, INC.
<PAGE>
EXHIBIT INDEX
-------------
Number Exhibit
------ -------
4 Instruments Defining the Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-24559 on Form 8-A, together
with the exhibits thereto, which are incorporated herein by reference
pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.1 Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
99.1 Multex.com, Inc. 1999 Stock Option Plan.
99.2* Form of Notice of Grant of Stock Option.
99.3* Form of Stock Option Agreement.
99.4* Form of Addendum to Stock Option Agreement (Limited Stock Appreciation
Right).
99.5* Form of Addendum to Stock Option Agreement (Involuntary Termination
Following Corporation Transaction/Change in Control).
99.6* Form of Stock Issuance Agreement.
99.7* Form of Addendum to Stock Issuance Agreement (Involuntary Termination
Following Corporation Transaction/Change in Control).
99.8* Form of Notice of Grant of Automatic Stock Option (Initial).
99.9* Form of Notice of Grant of Automatic Stock Option (Annual).
99.10* Form of Automatic Stock Option Agreement.
99.11 Market Guide Inc. 1995 Key Employee Incentive Plan.
99.12 Form of Stock Option Certificate.
99.13 Market Guide Inc. 1995 Independent Director's Stock Incentive Plan.
99.14 Form of Stock Option Certificate.
99.15 Form of Written Compensation Agreement.
99.16 Form of Option Certificate (Pursuant to Written Compensation
Agreement).
* Exhibits 99.2 through 99.10 are herein incorporated by reference to
Exhibits 99.2 through 99.10, respectively to Registrant's Registration
Statement No. 333-75121 on Form S-8, filed with the Commission on March 26,
1999 .
<PAGE>
Exhibit 5
October 19, 1999
Multex.com, Inc.
33 Maiden Lane, 5th Floor
New York, New York 10038
Re: Multex.com, Inc. - Registration Statement for Offering of an
Aggregate of 3,151,825 Shares of Common Stock
------------------------------------------------------------
Dear Ladies and Gentlemen:
We have acted as counsel to Multex.com, Inc., a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) an additional
2,500,000 shares of the Company's common stock (the "Shares") for issuance under
the Company's 1999 Stock Option Plan (the "1999 Plan"), (ii) 556,825 Shares for
issuance under the Market Guide Inc. 1995 Key Employee Incentive Plan, as such
plan has been assumed by the Company (the "Assumed 1995 Incentive Plan"), (iii)
70,000 Shares for issuance under the Market Guide Inc. 1995 Independent
Director's Stock Incentive Plan, as such plan has been assumed by the Company
(the "Assumed 1995 Director's Plan"), (collectively, the "Plans"), and (iv)
25,000 Shares under special option grants made pursuant to written compensation
agreements with Messrs. Byramji and Case as such options have been assumed by
the Company (the "Individual Options").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
amendment of the 1999 Plan and the assumption of the Assumed 1995 Incentive
Plan, the Assumed 1995 Director's Plan and the Individual Options. Based on such
review, we are of the opinion that, if, as and when the Shares have been issued
and sold (and the consideration therefor received) pursuant to (a) the
provisions of option agreements duly authorized under the Plans and the
Individual Options and in accordance with the Registration Statement, or (b)
duly authorized direct stock issuances in accordance with the 1999 Plan and in
accordance with the Registration Statement, such Shares will be duly authorized,
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans, the Individual Options or the Shares issuable under such plans and
options.
Very truly yours,
/s/Brobeck Phleger & Harrison
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Multex.com, Inc. for the registration of 3,151,825
shares of its common stock pertaining to the Multex.com, Inc. 1999 Stock Option
Plan, the Market Guide Inc. 1995 Key Employee Incentive Plan, the Market Guide
Inc. 1995 Independent Director's Stock Incentive Plan and the Special Option
Grants Pursuant to Written Compensation Agreements, of our reports dated January
29, 1999 except for Note 14 as to which the date is March 9, 1999, with respect
to the consolidated financial statements and schedule of Multex.com, Inc.
included in its Registration Statement (Form S-1 No. 333-70693), filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
October 20, 1999
<PAGE>
Exhibit 99.1
MULTEX.COM, INC.
1999 STOCK OPTION PLAN
----------------------
AMENDED AND RESTATED AS OF AUGUST 16, 1999
------------------------------------------
ARTICLE ONE
GENERAL PROVISIONS
------------------
I. PURPOSE OF THE PLAN
This 1999 Stock Option Plan is intended to promote the interests of
Multex.com, Inc., a Delaware corporation, by providing eligible persons with the
opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in
the service of the Corporation.
Capitalized terms shall have the meanings assigned to such terms in the
attached Appendix.
II. STRUCTURE OF THE PLAN
A. The Plan shall be divided into four separate equity programs:
(i) the Discretionary Option Grant Program under which
eligible persons may, at the discretion of the Plan Administrator, be
granted options to purchase shares of Common Stock,
(ii) the Salary Investment Option Grant Program under which
eligible employees may elect to have a portion of their base salary
invested each year in special options,
(iii) the Stock Issuance Program under which eligible persons
may, at the discretion of the Plan Administrator, be issued shares of Common
Stock directly, either through the immediate purchase of such shares or as a
bonus for services rendered the Corporation (or any Parent or Subsidiary), and
(iv) the Automatic Option Grant Program under which eligible non-employee Board
members shall automatically receive options at periodic intervals to purchase
shares of Common Stock.
B. The provisions of Articles One and Six shall apply to all equity
programs under the Plan and shall govern the interests of all persons under the
Plan.
<PAGE>
III. ADMINISTRATION OF THE PLAN
A. The Board shall have the authority to administer the Discretionary
Option Grant and Stock Issuance Programs with respect to Section 16 Insiders but
may delegate such authority in whole or in part to the Primary Committee.
Administration of the Discretionary Option Grant and Stock Issuance Programs
with respect to all other persons eligible to participate in those programs may,
at the Board's discretion, be vested in the Primary Committee or a Secondary
Committee, or the Board may retain the power to administer those programs with
respect to all such persons. The Primary Committee shall have the sole and
exclusive authority to determine which Section 16 Insiders and other highly
compensated Employees shall be eligible for participation in the Salary
Investment Option Grant Program for one or more calendar years. However, all
option grants under the Salary Investment Option Grant Program shall be made in
accordance with the express terms of that program, and the Primary Committee
shall not exercise any discretionary functions with respect to the option grants
made under that program. Administration of the Automatic Option Grant Program
shall be self-executing in accordance with the terms of that program.
B. Each Plan Administrator shall, within the scope of its administrative
jurisdiction under the Plan, have full power and authority subject to the
provisions of the Plan:
(i) to establish such rules as it may deem appropriate for proper
administration of the Plan, to make all factual determinations, to construe
and interpret the provisions of the Plan and the awards thereunder and to
resolve any and all ambiguities thereunder;
(ii) to determine, with respect to awards made under the
Discretionary Option Grant and Stock Issuance Programs, which eligible
persons are to receive such awards, the time or times when such awards are
to be made, the number of shares to be covered by each such award, the
vesting schedule (if any) applicable to the award, the status of a granted
option as either an Incentive Option or a Non-Statutory Option and the
maximum term for which the option is to remain outstanding;
(iii) to amend, modify or cancel any outstanding award with the
consent of the holder or accelerate the vesting of such award; and
(iv) to take such other discretionary actions as permitted
pursuant to the terms of the applicable program.
Decisions of each Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties.
2
<PAGE>
C. Members of the Primary Committee or any Secondary Committee
shall serve for such period of time as the Board may determine and may be
removed by the Board at any time. The Board may also at any time terminate the
functions of any Secondary Committee and reassume all powers and authority
previously delegated to such committee.
D. Service on the Primary Committee or the Secondary Committee
shall constitute service as a Board member, and members of each such committee
shall accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any options or stock issuances under the Plan.
IV. ELIGIBILITY
A. The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:
(i) Employees,
(ii) non-employee members of the Board or the board of
directors of any Parent or Subsidiary, and
(iii) consultants and other independent advisors who provide
services to the Corporation (or any Parent or Subsidiary).
B. Only Employees who are Section 16 Insiders or other highly
compensated individuals shall be eligible to participate in the Salary
Investment Option Grant Program.
C. Only non-employee Board members shall be eligible to participate
in the Automatic Option Grant Program.
V. STOCK SUBJECT TO THE PLAN
A. The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall not exceed Five
Million Nine Hundred Eleven Thousand Three Hundred Seventy-Five (5,911,375)
shares. Such authorized share reserve consists of (i) the Three Million Four
Hundred Eleven Thousand Three Hundred Seventy Five (3,411,375) shares which were
transferred from the Predecessor Plan to this Plan on the Plan Effective Date,
including the shares subject to the outstanding option grants under the
Predecessor Plan which were transferred to this Plan and the additional shares
of Common Stock which were available for future grant under the Predecessor Plan
as of the Plan Effective Date, plus (ii) an additional increase of Two Million
Five Hundred Thousand (2,500,000) shares authorized by the Board on August 16,
1999 and approved by the Stockholders at a Special Meeting on September 22,
1999.
3
<PAGE>
B. The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of each calendar
year during the term of the Plan, beginning with the 2000 calendar year, by an
amount equal to three percent (3%) of the shares of Common Stock outstanding on
the last trading day of the immediately preceding calendar year, but in no event
shall any such annual increase exceed Seven Hundred Fifty Thousand (750,000)
shares.
C. No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than Three Hundred Seventy Five Thousand (375,000) shares of Common Stock
in the aggregate per calendar year, beginning with the 1999 calendar year.
D. Shares of Common Stock subject to outstanding options (including
options incorporated into this Plan from the Predecessor Plan) shall be
available for subsequent issuance under the Plan to the extent those options
expire, terminate or are cancelled for any reason prior to exercise in full.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent options
or direct stock issuances under the Plan. However, should the exercise price of
an option under the Plan be paid with shares of Common Stock or should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise
of an option or the vesting of a stock issuance under the Plan, then the number
of shares of Common Stock available for issuance under the Plan shall be reduced
by the gross number of shares for which the option is exercised or which vest
under the stock issuance, and not by the net number of shares of Common Stock
issued to the holder of such option or stock issuance. Shares of Common Stock
underlying one or more stock appreciation rights exercised under the Plan shall
not be available for subsequent issuance.
E. If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and/or class of securities issuable under the
Plan, (ii) the maximum number and/or class of securities by which the share
reserve is to increase each calendar year pursuant to the automatic share
increase provisions of the Plan, (iii) the maximum number and/or class of
securities for which any one person may be granted options, separately
exercisable stock appreciation rights and direct stock issuances under the Plan
per calendar year, (iv) the number and/or class of securities for which grants
are subsequently to be made under the Automatic Option Grant Program to new and
continuing non-employee Board members, (iv) the number and/or class of
securities and the exercise price per share in effect under each outstanding
option under the Plan and (v) the number and/or class of securities and price
per share in effect under each outstanding option
4
<PAGE>
incorporated into this Plan from the Predecessor Plan. Such adjustments to the
outstanding options are to be effected in a manner which shall preclude the
enlargement or dilution of rights and benefits under such options. The
adjustments determined by the Plan Administrator shall be final, binding and
conclusive.
5
<PAGE>
ARTICLE TWO
DISCRETIONARY OPTION GRANT PROGRAM
----------------------------------
I. OPTION TERMS
Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
--------
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.
A. Exercise Price.
1. The exercise price per share shall be fixed by the Plan
Administrator at the time of the option grant.
2. The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section II of
Article Six and the documents evidencing the option, be payable in cash or check
made payable to the Corporation. Should the Common Stock be registered under
Section 12 of the 1934 Act at the time the option is exercised, then the
exercise price may also be paid as follows:
(i) shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or
(ii) to the extent the option is exercised for vested
shares, through a special sale and remittance procedure pursuant to which
the Optionee shall concurrently provide irrevocable instructions to (a) a
Corporation-approved brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to be
withheld by the Corporation by reason of such exercise and (b) the
Corporation to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale.
Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.
B. Exercise and Term of Options. Each option shall be exercisable at
----------------------------
such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date.
6
<PAGE>
C. Cessation of Service.
--------------------
1. The following provisions shall govern the exercise of any
options outstanding at the time of the Optionee's cessation of Service or death:
(i) Any option outstanding at the time of the Optionee's
cessation of Service for any reason shall remain exercisable for such
period of time thereafter as shall be determined by the Plan Administrator
and set forth in the documents evidencing the option, but no such option
shall be exercisable after the expiration of the option term.
(ii) Any option exercisable in whole or in part by the
Optionee at the time of death may be subsequently exercised by his or her
Beneficiary.
(iii) During the applicable post-Service exercise period,
the option may not be exercised in the aggregate for more than the number of
vested shares for which the option is exercisable on the date of the Optionee's
cessation of Service. Upon the expiration of the applicable exercise period or
(if earlier) upon the expiration of the option term, the option shall terminate
and cease to be outstanding for any vested shares for which the option has not
been exercised. However, the option shall, immediately upon the Optionee's
cessation of Service, terminate and cease to be outstanding to the extent the
option is not otherwise at that time exercisable for vested shares.
(iv) Should the Optionee's Service be terminated for
Misconduct or should the Optionee engage in Misconduct while his or her
options are outstanding, then all such options shall terminate immediately
and cease to be outstanding.
2. The Plan Administrator shall have complete discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding:
(i) to extend the period of time for which the option is to
remain exercisable following the Optionee's cessation of Service to such
period of time as the Plan Administrator shall deem appropriate, but in no
event beyond the expiration of the option term, and/or
(ii) to permit the option to be exercised, during the
applicable post-Service exercise period, for one or more additional
installments in which the Optionee would have vested had the Optionee
continued in Service.
D. Stockholder Rights. The holder of an option shall have no
------------------
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.
7
<PAGE>
E. Repurchase Rights. The Plan Administrator shall have the
-----------------
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.
F. Limited Transferability of Options. During the lifetime of the
----------------------------------
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or the laws of descent and
distribution following the Optionee's death. Non-Statutory Options shall be
subject to the same restrictions, except that a Non-Statutory Option may, to the
extent permitted by the Plan Administrator, be assigned in whole or in part
during the Optionee's lifetime to one or more members of the Optionee's family
or to a trust established primarily for Optionee and/or one or more such family
members or to Optionee's former spouse. The terms applicable to the assigned
portion shall be the same as those in effect for the option immediately prior to
such assignment and shall be set forth in such documents issued to the assignee
as the Plan Administrator may deem appropriate.
II. INCENTIVE OPTIONS
The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Six shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options
when issued under the Plan shall not be subject to the terms of this Section II.
---
A. Eligibility. Incentive Options may only be granted to Employees.
-----------
B. Exercise Price. The exercise price per share shall not be less
--------------
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.
C. Dollar Limitation. The aggregate Fair Market Value of the shares
-----------------
of Common Stock (determined as of the respective date or dates of grant) for
which one or more options granted to any Employee under the Plan (or any other
option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during any one calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.
D. 10% Stockholder. If any Employee to whom an Incentive Option is
---------------
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.
8
<PAGE>
III. CHANGE IN CONTROL/HOSTILE TAKE-OVER
A. Each option outstanding at the time of a Change in Control but
not otherwise fully-vested shall automatically accelerate so that each such
option shall, immediately prior to the effective date of the Change in Control,
become exercisable for all of the shares of Common Stock at the time subject to
that option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall not so accelerate
if and to the extent: (i) such option is, in connection with the Change in
Control, assumed or otherwise continued in full force and effect by the
successor corporation (or parent thereof) pursuant to the terms of the Change in
Control, (ii) such option is replaced with a cash incentive program of the
successor corporation which preserves the spread existing at the time of the
Change in Control on the shares of Common Stock for which the option is not
otherwise at that time exercisable and provides for subsequent payout in
accordance with the same vesting schedule applicable to those option shares or
(iii) the acceleration of such option is subject to other limitations imposed by
the Plan Administrator at the time of the option grant.
B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control, except to
the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and effect
pursuant to the terms of the Change in Control or (ii) such accelerated vesting
is precluded by other limitations imposed by the Plan Administrator at the time
the repurchase right is issued.
C. Immediately following the consummation of the Change in
Control, all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof) or
otherwise expressly continued in full force and effect pursuant to the terms of
the Change in Control.
D. Each option which is assumed in connection with a Change in
Control or otherwise continued in effect shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control. Appropriate adjustments to reflect such Change in Control
shall also be made to (i) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
--------
securities shall remain the same, (ii) the maximum number and/or class of
securities available for issuance over the remaining term of the Plan, (iii) the
maximum number and/or class of securities by which the share reserve is to
increase each calendar year pursuant to the automatic share increase provisions
of the Plan and (iv) the maximum number and/or class of securities for which any
one person may be granted options, separately exercisable stock appreciation
rights and direct stock issuances under the Plan per calendar year.
E. The Plan Administrator may at any time provide that one or
more options will automatically accelerate in connection with a Change in
Control, whether or not those options
9
<PAGE>
are assumed or otherwise continued in full force and effect pursuant to the
terms of the Change in Control. Any such option shall accordingly become
exercisable, immediately prior to the effective date of such Change in Control,
for all of the shares of Common Stock at the time subject to that option and may
be exercised for any or all of those shares as fully-vested shares of Common
Stock. In addition, the Plan Administrator may at any time provide that one or
more of the Corporation's repurchase rights shall not be assignable in
connection with such Change in Control and shall terminate upon the consummation
of such Change in Control.
F. The Plan Administrator may at any time provide that one or
more options will automatically accelerate upon an Involuntary Termination of
the Optionee's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of any Change in Control in which those
options do not otherwise accelerate. Any options so accelerated shall remain
exercisable for fully-vested shares until the earlier of (i) the expiration of
-------
the option term or (ii) the expiration of the one (1) year period measured from
the effective date of the Involuntary Termination. In addition, the Plan
Administrator may at any time provide that one or more of the Corporation's
repurchase rights shall immediately terminate upon such Involuntary Termination.
G. The Plan Administrator may at any time provide that one or
more options will automatically accelerate in connection with a Hostile Take-
Over. Any such option shall become exercisable, immediately prior to the
effective date of such Hostile Take-Over, for all of the shares of Common Stock
at the time subject to that option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock. In addition, the Plan
Administrator may at any time provide that one or more of the Corporation's
repurchase rights shall terminate automatically upon the consummation of such
Hostile Take-Over. Alternatively, the Plan Administrator may condition such
automatic acceleration and termination upon an Involuntary Termination of the
Optionee's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of such Hostile Take-Over. Each option so
accelerated shall remain exercisable for fully-vested shares until the
expiration or sooner termination of the option term .
H. The portion of any Incentive Option accelerated in connection
with a Change in Control or Hostile Take Over shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a Non-
Statutory Option under the Federal tax laws.
10
<PAGE>
IV. STOCK APPRECIATION RIGHTS
The Plan Administrator may, subject to such conditions as it may
determine, grant to selected Optionees stock appreciation rights which will
allow the holders of those rights to elect between the exercise of the
underlying option for shares of Common Stock and the surrender of that option in
exchange for a distribution from the Corporation in an amount equal to the
excess of (a) the Option Surrender Value of the number of shares for which the
option is surrendered over (b) the aggregate exercise price payable for such
shares. The distribution may be made in shares of Common Stock valued at Fair
Market Value on the option surrender date, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole discretion deem
appropriate.
11
<PAGE>
ARTICLE THREE
SALARY INVESTMENT OPTION GRANT PROGRAM
--------------------------------------
I. OPTION GRANTS
The Primary Committee may implement the Salary Investment Option
Grant Program for one or more calendar years beginning after the Underwriting
Date and select the Section 16 Insiders and other highly compensated Employees
eligible to participate in the Salary Investment Option Grant Program for each
such calendar year. Each selected individual who elects to participate in the
Salary Investment Option Grant Program must, prior to the start of each calendar
year of participation, file with the Plan Administrator (or its designate) an
irrevocable authorization directing the Corporation to reduce his or her base
salary for that calendar year by an amount not less than Ten Thousand Dollars
($10,000.00) nor more than Fifty Thousand Dollars ($50,000.00). The Primary
Committee shall have complete discretion to determine whether to approve the
filed authorization in whole or in part. To the extent the Primary Committee
approves the authorization, the individual who filed that authorization shall be
granted an option under the Salary Investment Grant Program on the first trading
day in January for the calendar year for which the salary reduction is to be in
effect.
The stockholder approval of this August 1999 Restatement at the
September 1999 Special Stockholders Meeting constituted pre-approval of each
option subsequently granted pursuant to the express terms of this Salary
Investment Option Grant Program and the subsequent exercise of that option in
accordance with its terms.
II. OPTION TERMS
Each option shall be a Non-Statutory Option evidenced by one or more
documents in the form approved by the Plan Administrator; provided, however,
--------
that each such document shall comply with the terms specified below.
A. Exercise Price.
--------------
1. The exercise price per share shall be thirty-three and one-
third percent (33-1/3%) of the Fair Market Value per share of Common Stock on
the option grant date.
2. The exercise price shall become immediately due upon
exercise of the option and shall be payable in one or more of the alternative
forms authorized under the Discretionary Option Grant Program. Except to the
extent the sale and remittance procedure specified thereunder is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.
B. Number of Option Shares. The number of shares of Common Stock
-----------------------
subject to the option shall be determined pursuant to the following formula
(rounded down to the nearest whole number):
12
<PAGE>
X = A / (B x 66-2/3%), where
X is the number of option shares,
A is the dollar amount of the approved reduction in the
Optionee's base salary for the calendar year, and
B is the Fair Market Value per share of Common Stock on the
option grant date.
C. Exercise and Term of Options. The option shall become exercisable
----------------------------
in a series of twelve (12) successive equal monthly installments upon the
Optionee's completion of each calendar month of Service in the calendar year for
which the salary reduction is in effect. Each option shall have a maximum term
of ten (10) years measured from the option grant date.
D. Cessation of Service. Each option outstanding at the time of the
--------------------
Optionee's cessation of Service shall remain exercisable, for any or all of the
shares for which the option is exercisable at the time of such cessation of
Service, until the earlier of (i) the expiration of the option term or (ii) the
-------
expiration of the three (3)-year period following the Optionee's cessation of
Service. To the extent the option is held by the Optionee at the time of his or
her death, the option may be exercised by his or her Beneficiary. However, the
option shall, immediately upon the Optionee's cessation of Service, terminate
and cease to remain outstanding with respect to any and all shares of Common
Stock for which the option is not otherwise at that time exercisable.
III. CHANGE IN CONTROL/HOSTILE TAKE-OVER
A. In the event of any Change in Control or Hostile Take-Over while
the Optionee remains in Service, each outstanding option shall automatically
accelerate so that each such option shall, immediately prior to the effective
date of the Change in Control or Hostile Take-Over, become fully exercisable
with respect to the total number of shares of Common Stock at the time subject
to such option and may be exercised for any or all of those shares as fully-
vested shares of Common Stock. Each such option accelerated in connection with a
Change in Control shall terminate upon the Change in Control, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise
continued in full force and effect pursuant to the terms of the Change in
Control. Each such option accelerated in connection with a Hostile Take-Over
shall remain exercisable until the expiration or sooner termination of the
option term.
B. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each of
his or her outstanding options. The Optionee shall in return be entitled to a
cash distribution from the Corporation in an amount equal to the excess of (i)
the Option Surrender Value of the shares of Common Stock at the time subject to
each surrendered option (whether or not the Optionee is otherwise at the time
vested in those shares) over (ii) the aggregate exercise price payable for such
shares. Such cash
13
<PAGE>
IV. REMAINING TERMS
The remaining terms of each option granted under the Salary Investment
Option Grant Program shall be the same as the terms in effect for options made
under the Discretionary Option Grant Program.
14
<PAGE>
ARTICLE FOUR
STOCK ISSUANCE PROGRAM
----------------------
I. STOCK ISSUANCE TERMS
Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening options. Shares
of Common Stock may also be issued under the Stock Issuance Program pursuant to
share right awards which entitle the recipients to receive those shares upon the
attainment of designated performance goals or Service requirements. Each such
award shall be evidenced by one or more documents which comply with the terms
specified below.
A. Purchase Price.
--------------
1. The purchase price per share of Common Stock subject to
direct issuance shall be fixed by the Plan Administrator.
2. Subject to the provisions of Section II of Article Six,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:
(i) cash or check made payable to the Corporation, or
(ii) past services rendered to the Corporation (or any
Parent or Subsidiary).
B. Vesting/Issuance Provisions.
---------------------------
1. The Plan Administrator may issue shares of Common Stock
which are fully and immediately vested upon issuance or which are to vest in one
or more installments over the Participant's period of Service or upon attainment
of specified performance objectives. Alternatively, the Plan Administrator may
issue share right awards which shall entitle the recipient to receive a
specified number of vested shares of Common Stock upon the attainment of one or
more performance goals or Service requirements established by the Plan
Administrator.
2. Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to his or her unvested
shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.
15
<PAGE>
3. The Participant shall have full stockholder rights with
respect to the issued shares of Common Stock, whether or not the Participant's
interest in those shares is vested. Accordingly, the Participant shall have the
right to vote such shares and to receive any regular cash dividends paid on such
shares.
4. Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock, or should the performance
objectives not be attained with respect to one or more such unvested shares of
Common Stock, then those shares shall be immediately surrendered to the
Corporation for cancellation, and the Participant shall have no further
stockholder rights with respect to those shares. To the extent the surrendered
shares were previously issued to the Participant for consideration paid in cash
or cash equivalent (including the Participant's purchase-money indebtedness),
the Corporation shall repay to the Participant the cash consideration paid for
the surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to the
surrendered shares.
5. The Plan Administrator may waive the surrender and
cancellation of one or more unvested shares of Common Stock (or other assets
attributable thereto) which would otherwise occur upon the cessation of the
Participant's Service or the non-attainment of the performance objectives
applicable to those shares. Such waiver shall result in the immediate vesting of
the Participant's interest in the shares of Common Stock as to which the waiver
applies. Such waiver may be effected at any time, whether before or after the
Participant's cessation of Service or the attainment or non-attainment of the
applicable performance objectives.
6. Outstanding share right awards shall automatically terminate,
and no shares of Common Stock shall actually be issued in satisfaction of those
awards, if the performance goals or Service requirements established for such
awards are not attained. The Plan Administrator, however, shall have the
authority to issue shares of Common Stock in satisfaction of one or more
outstanding share right awards as to which the designated performance goals or
Service requirements are not attained.
II. CHANGE IN CONTROL/HOSTILE TAKE-OVER
A. All of the Corporation's outstanding repurchase rights shall
terminate automatically, and all the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any Change in
Control, except to the extent (i) those repurchase rights are assigned to the
successor corporation (or parent thereof) or otherwise continue in full force
and effect pursuant to the terms of the Change in Control or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.
16
<PAGE>
B. The Plan Administrator may at any time provide for the automatic
termination of one or more of those outstanding repurchase rights and the
immediate vesting of the shares of Common Stock subject to those terminated
rights upon (i) a Change in Control or Hostile Take-Over or (ii) an Involuntary
Termination of the Participant's Service within a designated period (not to
exceed eighteen (18) months) following the effective date of any Change in
Control or Hostile Take-Over in which those repurchase rights are assigned to
the successor corporation (or parent thereof) or otherwise continue in full
force and effect.
III. SHARE ESCROW/LEGENDS
Unvested shares may, in the Plan Administrator's discretion, be held in
escrow by the Corporation until the Participant's interest in such shares vests
or may be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested shares.
17
<PAGE>
ARTICLE FIVE
AUTOMATIC OPTION GRANT PROGRAM
------------------------------
I. OPTION TERMS
A. Grant Dates. Options shall be made on the dates specified below:
-----------
1. Each individual serving as a non-employee Board member on the
Underwriting Date shall automatically be granted at that time a Non-Statutory
Option to purchase Twelve Thousand (12,000) shares of Common Stock, provided
that individual has not previously been in the employ of the Corporation or any
Parent or Subsidiary and is not a 5% Stockholder or Affiliate.
2. Each individual who is first elected or appointed as a non-
employee Board member at any time after the Underwriting Date shall
automatically be granted, on the date of such initial election or appointment, a
Non-Statutory Option to purchase Twelve Thousand (12,000) shares of Common
Stock, provided that individual has not previously been in the employ of the
Corporation or any Parent or Subsidiary and is not a 5% Stockholder or
Affiliate.
3. On the date of each Annual Stockholders Meeting held after the
Underwriting Date, each individual who is to continue to serve as a non-employee
Board member, whether or not that individual is standing for re-election to the
Board, shall automatically be granted a Non-Statutory Option to purchase Three
Thousand Seven Hundred Fifty (3,750) shares of Common Stock, provided such
individual has served as a non-employee Board member for at least six (6) months
and is not a 5% Stockholder or Affiliate.
The stockholder approval of this August 1999 Restatement at the
September 1999 Special Stockholders Meeting constituted pre-approval of each
option granted after that Special Meeting pursuant to the express terms of this
Automatic Option Grant Program and the subsequent exercise of that option in
accordance with its terms.
B. Exercise Price.
--------------
1. The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.
2. The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.
C. Option Term. Each option shall have a term of ten (10) years
-----------
measured from the option grant date.
18
<PAGE>
D. Exercise and Vesting of Options. Each option shall be immediately
-------------------------------
exercisable for any or all of the option shares. However, any shares purchased
under the option shall be subject to repurchase by the Corporation, at the
exercise price paid per share, upon the Optionee's cessation of Board service
prior to vesting in those shares. Each initial Twelve Thousand (12,000)-share
option shall vest, and the Corporation's repurchase right shall lapse, in a
series of four (4) successive equal annual installments upon the Optionee's
completion of each year of Board service over the four (4)-year period measured
from the grant date. Each annual Three Thousand Seven Hundred Fifty (3,750)-
share option shall vest, and the Corporation's repurchase right shall lapse,
upon the Optionee's completion of one (1) year of Board service measured from
the grant date.
E. Cessation of Board Service. The following provisions shall govern
the exercise of any options outstanding at the time of the Optionee's cessation
of Board service:
(i) Any option outstanding at the time of the Optionee's
cessation of Board service for any reason shall remain exercisable for a twelve
(12)-month period following the date of such cessation of Board service, but in
no event shall such option be exercisable after the expiration of the option
term.
(ii) Any option exercisable in whole or in part by the Optionee
at the time of death may be subsequently exercised by his or her
Beneficiary.
(iii) Following the Optionee's cessation of Board service, the
option may not be exercised in the aggregate for more than the number of shares
in which the Optionee was vested on the date of such cessation of Board service.
Upon the expiration of the applicable exercise period or (if earlier) upon the
expiration of the option term, the option shall terminate and cease to be
outstanding for any vested shares for which the option has not been exercised.
However, the option shall, immediately upon the Optionee's cessation of Board
service, terminate and cease to be outstanding for any and all shares in which
the Optionee is not otherwise at that time vested.
(iv) However, should the Optionee cease to serve as a Board
member by reason of death or Permanent Disability, then all shares at the time
subject to the option shall immediately vest so that such option may, during the
twelve (12)-month exercise period following such cessation of Board service, be
exercised for all or any portion of those shares as fully-vested shares of
Common Stock.
19
<PAGE>
II. CHANGE IN CONTROL/HOSTILE TAKE-OVER
A. In the event of any Change in Control or Hostile Take-Over, the shares
of Common Stock at the time subject to each outstanding option but not otherwise
vested shall automatically vest in full so that each such option may,
immediately prior to the effective date of such Change in Control the Hostile
Take-Over, be exercised for all or any portion of those shares as fully-vested
shares of Common Stock. Each such option accelerated in connection with a Change
in Control shall terminate upon the Change in Control, except to the extent
assumed by the successor corporation (or parent thereof) or otherwise continued
in full force and effect pursuant to the terms of the Change in Control. Each
such option accelerated in connection with a Hostile Take-Over shall remain
exercisable until the expiration or sooner termination of the option term.
B. All outstanding repurchase rights shall also terminate automatically,
and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Change in Control or Hostile Take-
Over.
C. Upon the occurrence of a Hostile Take-Over, the Optionee shall have a
thirty (30)-day period in which to surrender to the Corporation each of his or
her outstanding options. The Optionee shall in return be entitled to a cash
distribution from the Corporation in an amount equal to the excess of (i) the
Option Surrender Value of the shares of Common Stock at the time subject to each
surrendered option (whether or not the Optionee is otherwise at the time vested
in those shares) over (ii) the aggregate exercise price payable for such shares.
Such cash distribution shall be paid within five (5) days following the
surrender of the option to the Corporation. No approval of the Board or any Plan
Administrator shall be required at the time of the actual option surrender and
cash distribution.
D. Each option which is assumed in connection with a Change in Control
shall be appropriately adjusted to apply to the number and class of securities
which would have been issuable to the Optionee in consummation of such Change in
Control had the option been exercised immediately prior to such Change in
Control. Appropriate adjustments shall also be made to the exercise price
payable per share under each outstanding option, provided the aggregate exercise
--------
price payable for such securities shall remain the same.
III. REMAINING TERMS
The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for options made under
the Discretionary Option Grant Program.
20
<PAGE>
ARTICLE SIX
MISCELLANEOUS
-------------
I. NO IMPAIRMENT OF AUTHORITY
Outstanding awards shall in no way affect the right of the Corporation to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
II. FINANCING
The Plan Administrator may permit any Optionee or Participant to pay the
option exercise price under the Discretionary Option Grant Program or the
purchase price of shares issued under the Stock Issuance Program by delivering a
full-recourse, interest bearing promissory note payable in one or more
installments. The terms of any such promissory note (including the interest rate
and the terms of repayment) shall be established by the Plan Administrator in
its sole discretion. In no event may the maximum credit available to the
Optionee or Participant exceed the sum of (i) the aggregate option exercise
price or purchase price payable for the purchased shares (less the par value of
those shares) plus (ii) any Federal, state and local income and employment tax
liability incurred by the Optionee or the Participant in connection with the
option exercise or share purchase.
III. TAX WITHHOLDING
A. The Corporation's obligation to deliver shares of Common Stock upon the
exercise of options or the issuance or vesting of such shares under the Plan
shall be subject to the satisfaction of all applicable Federal, state and local
income and employment tax withholding requirements.
B. The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan with the right to use shares of Common Stock in satisfaction of all or part
of the Taxes incurred by such holders in connection with the exercise of their
options or the vesting of their shares. Such right may be provided to any such
holder in either or both of the following formats:
Stock Withholding: The election to have the Corporation withhold,
-----------------
from the shares of Common Stock otherwise issuable upon the exercise of such
Non-Statutory Option or the vesting of such shares, a portion of those shares
with an aggregate Fair Market Value equal to the percentage of the Taxes (not to
exceed one hundred percent (100%)) designated by the holder.
21
<PAGE>
Stock Delivery: The election to deliver to the Corporation, at the
--------------
time the Non-Statutory Option is exercised or the shares vest, one or more
shares of Common Stock previously acquired by such holder (other than in
connection with the option exercise or share vesting triggering the
Taxes) with an aggregate Fair Market Value equal to the percentage of the
Taxes (not to exceed one hundred percent (100%)) designated by the
holder.
IV. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan became effective immediately upon the Plan Effective Date.
However, the Salary Investment Option Grant Program shall not be implemented
until such time as the Primary Committee or the Board may deem appropriate.
Options may be granted under the Discretionary Option Grant or Automatic Option
Grant Program at any time on or after the Plan Effective Date. However, no
options granted under the Plan may be exercised, and no shares shall be issued
under the Plan, until the Plan is approved by the Corporation's stockholders.
If such stockholder approval is not obtained within twelve (12) months after the
Plan Effective Date, then all options previously granted under this Plan shall
terminate and cease to be outstanding, and no further options shall be granted
and no shares shall be issued under the Plan.
B. The Plan shall serve as the successor to the Predecessor Plan, and
no further options or direct stock issuances shall be made under the Predecessor
Plan after the Section 12 Registration Date. All options outstanding under the
Predecessor Plan on the Section 12 Registration Date shall be incorporated into
the Plan at that time and shall be treated as outstanding options under the
Plan. However, each outstanding option so incorporated shall continue to be
governed solely by the terms of the documents evidencing such option, and no
provision of the Plan shall be deemed to affect or otherwise modify the rights
or obligations of the holders of such incorporated options with respect to their
acquisition of shares of Common Stock.
C. One or more provisions of the Plan, including (without limitation)
the option/vesting acceleration provisions of Article Two relating to Changes in
Control, may, in the Plan Administrator's discretion, be extended to one or more
options incorporated from the Predecessor Plan which do not otherwise contain
such provisions.
D. The August 1999 Restatement was approved by the stockholders at the
September 1999 Special Stockholders Meeting. All option grants made prior to the
August 1999 Restatement shall remain outstanding in accordance with the terms
and conditions of the respective instruments evidencing those options or
issuances, and nothing in the August 1999 Restatement shall be deemed to modify
or in any way affect those outstanding options or issuances. Subject to the
foregoing limitations, the Plan Administrator may make option grants under the
Plan at any time before the date fixed herein for the termination of the Plan.
22
<PAGE>
E. The Plan shall terminate upon the earliest of (i) January 26,
--------
2009, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with a Change in Control. Upon such plan
termination, all outstanding options and unvested stock issuances shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such grants or issuances.
V. AMENDMENT OF THE PLAN
A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
stock options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval
pursuant to applicable laws or regulations.
B. Options to purchase shares of Common Stock may be granted under the
Discretionary Option Grant and Salary Investment Option Grant Programs and
shares of Common Stock may be issued under the Stock Issuance Program that are
in each instance in excess of the number of shares then available for issuance
under the Plan, provided any excess shares actually issued under those programs
shall be held in escrow until there is obtained stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock available
for issuance under the Plan. If such stockholder approval is not obtained within
twelve (12) months after the date the first such excess issuances are made, then
(i) any unexercised options granted on the basis of such excess shares shall
terminate and cease to be outstanding and (ii) the Corporation shall promptly
refund to the Optionees and the Participants the exercise or purchase price paid
for any excess shares issued under the Plan and held in escrow, together with
interest (at the applicable Short Term Federal Rate) for the period the shares
were held in escrow, and such shares shall thereupon be automatically cancelled
and cease to be outstanding.
VI. USE OF PROCEEDS
Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.
VII. REGULATORY APPROVALS
A. The implementation of the Plan, the granting of any stock option
under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any granted option or (ii) under the Stock Issuance Program shall be
subject to the Corporation's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the stock options
granted under it and the shares of Common Stock issued pursuant to it.
23
<PAGE>
B. No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.
VIII. NO EMPLOYMENT/SERVICE RIGHTS
Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.
24
<PAGE>
APPENDIX
---------
The following definitions shall be in effect under the Plan:
A. Automatic Option Grant Program shall mean the automatic option
------------------------------
grant program in effect under Article Five of the Plan.
B. Beneficiary shall mean, in the event the Plan Administrator
-----------
implements a beneficiary designation procedure, the person designated by an
Optionee or Participant, pursuant to such procedure, to succeed to such person's
rights under any outstanding awards held by him or her at the time of death. In
the absence of such designation or procedure, the Beneficiary shall be the
personal representative of the estate of the Optionee or Participant or the
person or persons to whom the award is transferred by will or the laws of
inheritance.
C. Board shall mean the Corporation's Board of Directors.
-----
D. Change in Control shall mean a change in ownership or control of
-----------------
the Corporation effected through any of the following transactions:
(i) a merger, consolidation or reorganization approved by the
Corporation's stockholders, unless securities representing more than fifty
------
percent (50%) of the total combined voting power of the voting securities
of the successor corporation are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the Corporation's outstanding voting
securities immediately prior to such transaction,
(ii) any stockholder-approved transfer or other disposition of
all or substantially all of the Corporation's assets, or
(iii) the acquisition, directly or indirectly by any person or
related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by, or is under common control with, the
Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's stockholders.
E. Code shall mean the Internal Revenue Code of 1986, as amended.
----
F. Common Stock shall mean the Corporation's common stock.
------------
G. Corporation shall mean Multex.com, Inc., a Delaware corporation,
-----------
and its successors.
A-1
<PAGE>
H. Discretionary Option Grant Program shall mean the discretionary
----------------------------------
option grant program in effect under the Plan.
I. Employee shall mean an individual who is in the employ of the
--------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.
J. Exercise Date shall mean the date on which the Corporation shall
-------------
have received written notice of the option exercise.
K. Fair Market Value per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported on the Nasdaq National Market or any successor system. If there is
no closing selling price for the Common Stock on the date in question, then
the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such
quotation exists.
(iii) For purposes of any options made on the Underwriting
Date, the Fair Market Value shall be deemed to be equal to the price per
share at which the Common Stock is to be sold in the initial public
offering pursuant to the Underwriting Agreement.
(iv) For purposes of any options made prior to the
Underwriting Date, the Fair Market Value shall be determined by the Plan
Administrator, after taking into account such factors as it deems
appropriate.
L. 5% Stockholder or Affiliate shall mean a non-employee Board member
---------------------------
who, directly or indirectly, owns stock (as determined under Code Section
424(d)) possessing at least five percent (5%) of the total combined voting power
of the outstanding securities of the Corporation (or any Parent or Subsidiary)
or is affiliated with or is a representative of such a five percent or greater
stockholder.
A-2
<PAGE>
M. Hostile Take-Over shall mean:
-----------------
(i) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's stockholders which the Board does not recommend such
stockholders to accept, or
(ii) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such election or
nomination.
N. Incentive Option shall mean an option which satisfies the
----------------
requirements of Code Section 422.
O. Involuntary Termination shall mean the termination of the Service
-----------------------
of any individual which occurs by reason of:
(i) such individual's involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or
(ii) such individual's voluntary resignation following (A) a
change in his or her position with the Corporation or Parent or Subsidiary
employing the individual which materially reduces his or her duties and
responsibilities or the level of management to which he or she reports, (B)
a reduction in his or her level of compensation (including base salary,
fringe benefits and target bonus under any performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) a relocation
of such individual's place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is effected by
the Corporation without the individual's consent.
A-3
<PAGE>
P. Misconduct shall mean the commission of any act of fraud,
----------
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by such
person, whether by omission or commission, which adversely affects the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner. This shall not limit the grounds for the dismissal or discharge of any
person in the Service of the Corporation (or any Parent or Subsidiary).
Q. 1934 Act shall mean the Securities Exchange Act of 1934, as
--------
amended.
R. Non-Statutory Option shall mean an option not intended to satisfy
--------------------
the requirements of Code Section 422.
S. Option Surrender Value shall mean the Fair Market Value per share
----------------------
of Common Stock on the date the option is surrendered to the Corporation or, in
the event of a Hostile Take-Over effected through a tender offer, the highest
reported price per share of Common Stock paid by the tender offeror in effecting
such Hostile Take-Over, if greater. However, if the surrendered option is an
Incentive Option, the Option Surrender Value shall not exceed the Fair Market
Value per share.
T. Optionee shall mean any person to whom an option is granted under
--------
the Discretionary Option Grant, Salary Investment Option Grant or Automatic
Option Grant Program.
U. Parent shall mean any corporation (other than the Corporation) in
------
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
V. Participant shall mean any person who is issued shares of Common
-----------
Stock under the Stock Issuance Program.
W. Permanent Disability or Permanently Disabled shall mean the
--------------------------------------------
inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more. However, solely for purposes of the Automatic Option Grant
Program, Permanent Disability or Permanently Disabled shall mean the inability
of the non-employee Board member to perform his or her usual duties as a Board
member by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12)
months or more.
X. Plan shall mean the Corporation's 1999 Stock Option Plan, as set
----
forth in this document.
A-4
<PAGE>
Y. Plan Administrator shall mean the particular entity, whether the
------------------
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant, Salary Investment Option Grant and
Stock Issuance Programs with respect to one or more classes of eligible persons,
to the extent such entity is carrying out its administrative functions under
those programs with respect to the persons under its jurisdiction. However, the
Primary Committee shall have the plenary authority to make all factual
determinations and to construe and interpret any and all ambiguities under the
Plan to the extent such authority is not otherwise expressly delegated to any
other Plan Administrator.
Z. Plan Effective Date shall mean January 27, 1999, the date on
-------------------
which the Plan was adopted by the Board.
AA. Predecessor Plan shall mean the Corporation's pre-existing 1993
----------------
Stock Incentive Plan in effect immediately prior to the Plan Effective Date
hereunder.
BB. Primary Committee shall mean the committee of two (2) or more
-----------------
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders and to administer the Salary Investment Option Grant Program with
respect to all eligible individuals.
CC. Salary Investment Option Grant Program shall mean the salary
--------------------------------------
investment grant program in effect under the Plan.
DD. Secondary Committee shall mean a committee of one (1) or more
-------------------
Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to eligible persons other than
Section 16 Insiders.
EE. Section 12 Registration Date shall mean the date on which the
----------------------------
Common Stock is first registered under Section 12(g) of the 1934 Act.
FF. Section 16 Insider shall mean an officer or director of the
------------------
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.
GG. Service shall mean the performance of services for the
-------
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or stock issuance.
HH. Stock Exchange shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.
II. Stock Issuance Program shall mean the stock issuance program in
----------------------
effect under the Plan.
A-5
<PAGE>
JJ. Subsidiary shall mean any corporation (other than the
----------
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.
KK. Taxes shall mean the Federal, state and local income and
-----
employment tax liabilities incurred by the holder of Non-Statutory Options or
unvested shares of Common Stock in connection with the exercise of those options
or the vesting of those shares.
LL. 10% Stockholder shall mean the owner of stock (as determined
---------------
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).
MM. Underwriting Agreement shall mean the agreement between the
----------------------
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.
NN. Underwriting Date shall mean the date on which the Underwriting
-----------------
Agreement is executed and priced in connection with an initial public offering
of the Common Stock.
A-6
<PAGE>
EXHIBIT 99.11
MARKET GUIDE INC.
Key Employee Incentive Plan
General Purpose of the Plan:
This plan is called the 1995 Market Guide Key Employee Incentive Plan.
The purpose of the Plan is to enable Market Guide Inc. (the "Company") to
attract and retain qualified employees making substantial contributions to the
Company's success by their ability, ingenuity and industry, and to enable such
employees to participate in the long term success and growth of the Company
through an equity interest in the Company.
Administration.
The Plan shall be administered by a Committee of not less than three
Disinterested Persons appointed by the Board of Directors, who shall have the
power and authority to grant Stock Options or Restricted Stock as allowed under
the Plan.
The Committee shall determine which officers and key employees to whom
and in what type and amount an award may be granted. Grant amounts may be mixed
in kind and amounts.
The Committee shall determine the terms and conditions of any award
granted hereunder, including restrictions on any award based on performance or
such other factors as the Committee may determine, and any vesting features
based on factors as the Committee may determine, in its sole discretion to be in
the best interest of Market Guide Inc.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and Plan
participants.
Stock Subject to Plan.
The total number of shares of Stock which shall be reserved and
available for distribution under the Plan shall be 275,000 before the proposed
one for four share split, which is being considered by the Company's
shareholders simultaneously with this plan. Such shares may consist of
authorized and unissued shares or treasury shares.
In the event of any change in corporate structure affecting the Stock,
a substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan and in the number of
shares subject to Restricted Stock awards granted under the Plan as may be
determined to be appropriate by the Committee.
Eligibility
<PAGE>
Officers and key employees (but excluding members of the Committee)
are eligible.
Stock Options for Employees.
Stock Options may be granted either alone or in addition to other
awards granted under the Plan as the Committee may from time to time approve,
and need not be the same with respect to each optionee.
The Stock Options granted under the Plan may be two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Option. No term of this
Plan or authority granted under the Plan shall be interpreted or exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section
422A of the Internal Revenue Code.
Stock Options granted under the Plan shall be subject to the following
terms:
(i) The option price shall be not less than 100% of the Fair Market
Value of the Stock as determined by the Company's Board of
Directors on the date of grant of the Option.
(ii) The options must be granted within ten years of the adoption of
the plan, but awards made prior to ten years may be exercised
beyond such date.
(iii) No Stock Option shall be exercisable more than ten years after
the date such Stock Option is granted.
(iv) No Stock Option shall be transferable by the Optionee otherwise
than by will or by the laws of descent and distribution. All
Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee.
(v) If any optionee's employment terminates by reason of death, the
Stock Option may thereafter be immediately exercised by the
legal representative of the optionee's estate or by the legatee
of the optionee under the will of the optionee, for a period of
three years from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is
shorter.
(vi) If an optionee's voluntarily terminates employment with the
Company the vesting accrual period of any outstanding options,
or any other terms and conditions precedent to the vesting of
title in such options shall cease to accrue. Any vested options
such person owns must be exercised within three months from
such termination date.
(vii) If any optionee's employment terminates by reason of Disability
any Stock Option held by such optionee must be exercised within
a period of one year or the expiration of the stated term of
such Stock Option, whichever period is shorter.
2
<PAGE>
(viii) If an optionee's employment is terminated for cause, then all
options outstanding shall be revoked.
(ix) Nothing contained herein shall be construed as creating an
obligation for an eligible employee to exercise an option, nor
does the granting of any option hereunder guarantee the
continued employment of an individual with the Company.
Exercise of Options and Payment
Options may be exercised by giving written notice of exercise to the
Company accompanied by payment in full or in part for the options exercised.
[Payment may also be made in the form of unrestricted stock owned by the
optionee or, in the case of a Non-Qualified Stock Option, Restricted Stock
subject to award hereunder may be used for payment.]
Restricted Stock.
Shares of Restricted Stock as defined by Rule 144 of the Securities
Act of 1933 as amended, (the "Act") may be issued either alone or in addition to
other awards granted under the Plan.
In addition to the requirements of Rule 144 of the Act the Committee
may impose vesting times, and terms as to it seem proper in the circumstances.
Nothing set forth here shall be construed to limit the Administrative Powers of
the Committee set forth elsewhere herein.
The Committee may require that the stock certificates evidencing such
shares be held in custody by the Company until the restrictions thereon shall
have lapsed.
The participant shall not be permitted to sell, transfer, pledge or
assign unvested shares of Restricted Stock awarded under the Plan.
Upon termination of employment for cause during the Restriction
Period, all shares still subject to restriction shall be forfeited.
Dividends paid in cash with respect to shares of Restricted Stock
shall not be subject to any restrictions or subject to forfeiture.
Amendments and Termination
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which impairs the right of an
optionee or participant under a Stock Option, or Restricted Stock, therefore
granted, without the optionee's or participant's consent, or which, without the
approval of the stockholders, would:
(i) Increase the total number of shares reserved for the Plan.
(ii) Decrease the option price of any Stock Option to less than 100%
of the Fair Market Value.
3
<PAGE>
(iii) Change the participants or class of participants eligible to
participate in the Plan.
(iv) Extend the maximum option period.
Unfunded Status of Plan
The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation.
Change of Control.
In the event of a "Change of Control" or a "Potential Change of
Control" any Stock Options which are outstanding shall become fully vested and
immediately exercisable. The restrictions imposed by the committee, if any,
applicable to any Restricted Stock which may have been awarded under the Plan
shall lapse and such shares and awards shall be deemed fully vested.
The value of all outstanding Stock Options, or shares of Restricted
Stock, would be qualified to be "redeemed" on the basis of the "Change of
Control Price."
"Change of Control Price" means the highest price per share paid in
any transaction reported on any stock exchange or in the over-the-counter market
upon which the stock is then listed or "quoted", whichever then applies to the
Stock, or paid or offered in any transaction related to the potential or actual
Change of Control of the Company at any time during the sixty day period as
determined by the Committee, except that in case of Incentive Stock Options such
price shall be based only on transactions reported for the date on which the
Committee decides to cash out such options.
A "Change of Control" means the happening of any of the following:
(i) When any "person" as such term is defined in Section 13(d) and
14(d) of the Exchange Act (other than the Company or a
Subsidiary or any Company employee benefit plan (including its
trustee), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly of
securities of the Company representing 25 percent or more of the
combined voting power of the Company's then outstanding
securities.
(ii) When, during any period of two consecutive years during the
existence of the Plan, the individuals who, at the beginning of
such period, constitute the Board (for any reason other than
death) cease to constitute at least a majority thereof, unless
each director who was not a director at the beginning of such
period was elected by, or on the recommendation of, at least
two-thirds of the directors at the beginning of such period; or
4
<PAGE>
(iii) The occurrence of a transaction requiring stockholder approval
for the acquisition of the Company by an entity other than the
Company or a Subsidiary through the purchase of assets, or by
merger, or otherwise.
A "Potential Change of Control" means the happening of any of the
following:
(i) The entering into an agreement by the Company, the consummation
of which would result in a Change of Control of the Company as
defined above; or
(ii) The acquisition of beneficial ownership, directly or indirectly,
by an entity, person or group (other than the Company or
Subsidiary or any Company employee benefit plan (including its
trustee)) of securities of the Company representing 5 percent or
more of the combined voting power of the Company's outstanding
securities and the adoption by the Board of Directors of a
resolution to the effect that a Potential Change of Control of
the Company has occurred for purposes of this Plan.
Exemptions.
A "Change of Control" shall not be deemed to occur in the event of the
purchase of an otherwise qualifying amount of securities of the company if the
acquiring person files a statement of non-intention to exercise control in
appropriate form with the Securities and Exchange Commission.
A "Change of Control" or "Potential Change of Control" shall not be
deemed to occur in the event of the death of any current holder of securities of
the Company where the transfer of such securities of the Company is made
pursuant to the Will of such holder, or by the laws of descent and distribution
to members of such holder's family or to a trust for the benefit of such class
of persons.
General Provisions.
(i) All certificates for shares of Stock delivered under the Plan
shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Commission, any
stock exchange upon which the Stock is then listed, and any
applicable Federal or state securities law, and the Committee
may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.
(ii) Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject
to stockholder approval if such approval is required and such
arrangements may be either generally applicable or applicable
only in specific cases. The adoption of the Plan shall not
confer upon any employee or director of the Company, any
Subsidiary or any Affiliate, any right to continued employment
(or, in the case of a director, continued retention as a
director) with the Company,
5
<PAGE>
a Subsidiary or an Affiliate, as the case may be, nor shall it
interfere in any way with the right of the Company, a Subsidiary
or an Affiliate to terminate the employment of any of its
employees at any time.
(iii) Each participant shall, no later than the date as of which the
value of an award first becomes includable in the gross income
of the participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Committee
regarding payment of, any Federal, State, or local taxes of any
kind required by law to be withheld with respect to the award.
The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company
(and, where applicable, its Subsidiaries and Affiliates), shall,
to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the
participant.
(iv) At the time of grant of option to purchase, the Committee may
provide that the shares of Stock received as a result of such
grant or purchase shall be subject to a right of first refusal,
pursuant to which the participant shall be required to offer the
Company any shares that participant wishes to sell with the
price being the then Fair Market Value of the Stock, and to such
other term and conditions as the Committee may specify at the
time of the grant.
(v) No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the
Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith
with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any
such action, determination or interpretation.
Effective Date of Plan.
The Plan shall be effective on the date approved by a majority vote of
the Company's Stockholders.**
**Effective August 31, 1995
6
<PAGE>
EXHIBIT 99.12
MARKET GUIDE INC.
KEY EMPLOYEE INCENTIVE PLAN
OPTION CERTIFICATE
(Non-Assignable)
Dated: _________________
Number of Shares
Certificate No.: ______ Purchasable
TO PURCHASE COMMON STOCK OF
MARKET GUIDE INC.
Issued Pursuant to the 1995 Key Employee Incentive Plan
THIS CERTIFIES THAT____________________________________
is hereby granted the option to purchase the number of fully paid and non-
assessable shares of Common Stock, par value $.001 per share, of MARKET GUIDE
INC., a New York corporation (hereinafter called the "Company"), set forth below
upon and subject to the following terms and conditions:
This option shall expire ten years from the date hereof (hereinafter
called the "expiration date").
This option and all rights hereunder shall be non-assignable and
nontransferable, except to the extent that the estate of the holder in the event
of his death may be permitted to exercise them as hereinafter set forth.
Number of Shares Subject
to Option:
Option -Price Per Share and
Market Value of Common Stock:
Date of Grant:
Exercise Schedule:
Number of Shares Exercise Period: Commences/ Ends
- ---------------- --------------------------------
_______________
_______________
_______________
<PAGE>
Notwithstanding the foregoing limitation, all or part of the shares with respect
to which this option has not been exercised shall become immediately vested and
may be purchased immediately upon or at any time after (but prior to the
expiration date) a Change in Control of the Company, as defined in the Plan.
This option (is) (is not) (Circle only one) intended to be an
Incentive Stock Option within the meaning of Section 422 of the internal Revenue
Code as amended and regulations issued thereunder to purchase from the company
the number of shares of Common Stock, at the purchase price per share, and on
the schedule, all as set forth above.
This option may be exercised from time to time only by delivery to the
President of the Company or an officer appointed by the President, of this
action certificate with appropriate notation and duly signed by the holder on
the last page hereof together with the Purchase Price of the stock purchased
pursuant to the exercise of the option, provided, however, that this option may
not be exercised at any time when this option or the granting or exercise
thereof violates any law or governmental order or regulation.
Payment for the stock purchased pursuant to any exercise of this
option shall be made in full at the time of such exercise, in cash or by check
payable to the order of the Company.
To the extent that this option shall not have been exercised in full
prior to the termination or expiration date, whichever shall be sooner, it shall
terminate and become void and of no effect.
Except as otherwise provided herein or in the Key Employee Incentive
Plan of the Company pursuant to which this option is issued, any unexercised
portion of this option shall terminate at the end of three months following the
cessation or termination of the holder's employment with the Company and
subsidiaries thereof. If, however, the cessation of employment is due to the
disability of the holder or the death of the holder, the holder or the
representatives of the estate of the holder shall have the privilege of
exercising the unexercised portion of this option which the holder or the
deceased could have exercised at the time of his disability or death, within one
year after the holder's termination of employment for disability or within three
years after the death of the holder (but in no event after the expiration date
of this option). If the optionee's employment is terminated for cause, then all
options outstanding shall be revoked.
If, prior to the complete exercise of this option, there shall be
declared and paid a stock dividend upon the Common Stock of the Company, or if
such stock shall be split-up, combined, converted, exchanged, re-classified, or
in any way substituted for, this option, to the extent that it has not been
exercised, shall entitle the holder upon the future exercise of this option, to
such number and kind of securities or other property, subject to the terms of
the option, to which the holder would have been entitled had he actually owned
the stock as to which the option is then exercised at the time of the occurrence
of such stock dividend, split-up, combination, conversion, exchange,
reclassification or substitution and the aggregate purchase
2
<PAGE>
price upon the future exercise of the option shall be the same as if shares of
Common Stock of the Company originally optioned. were being purchased as
provided herein, provided that no fractions shall be issued and the aggregate
purchase price shall be appropriately reduced on account of any fractions not so
issued.
The holder of an option shall have none of the rights or privileges of
a shareholder of the Company in respect of any of the shares of Common Stock
issuable on exercise of the Option, unless and until the purchase price has been
paid in full.
This option is issued pursuant to and is subject to the provisions of
the Key Employee Incentive Plan of the Company, the receipt of a copy of which
the holder acknowledges by virtue of the acceptance hereof. A determination of
the Committee established in such Plan as to any question which may arise with
respect to the interpretation of the provisions of this option and of the Plan
shall be final. The Committee may authorize and establish such rules,
regulations and revisions thereof not inconsistent with the provisions of the
Plan, as it may determine to be advisable.
IN WITNESS WHEREOF, the undersigned officers of the Company, thereunto
duly authorized, have executed this certificate as of the day and year first
above written.
MARKET GUIDE INC.
By:____________________________
Attest:
______________________________
3
<PAGE>
NOTICE OF EXERCISE
I hereby exercise this option to purchase __________ of the shares
covered hereby.
_______________________
, Holder
Dated:
YOUR OPTION CERTIFICATE MUST BE DELIVERED TO THE COMPANY UPON EXERCISE FOR
NOTATION AS TO PARTIAL EXERCISE OR FOR CANCELLATION WHEN ALL SHARES ARE
EXERCISED.
4
<PAGE>
EXHIBIT 99.13
MARKET GUIDE INC.
Independent Director's Stock Incentive Plan
General Purpose of the Plan:
This plan is called the 1995 Market Guide Independent Director's Stock
Incentive Plan. The purpose of the plan is to enable the Company to attract,
incent and reward outstanding contributions to the Company's growth which have
made through the efforts of non-employee Directors of the Company.
Administration.
The Plan shall be administered by a committee of not less than three
Disinterested Persons appointed by the Board of Directors, who shall have the
power and authority to grant Stock Options or Restricted Stock as allowed under
the Plan.
The Committee shall determine which non-employee directors shall be grant
recipients. Grant amounts may be mixed in kind and amounts.
The Committee shall determine the terms and conditions of any award granted
hereunder, including restrictions on any award based on such factors as the
Committee may determine, including any vesting features, based on factors as the
Committee may determine in its sole discretion to be in the best interest of
Market Guide Inc.
All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and Plan
participants.
Stock Subject to Plan.
The total number of shares of Stock which shall be reserved and available
for distribution under the Plan shall be 50,000 before the proposed one for four
share stock split, which is being considered by the Company's shareholders
simultaneously with this plan.* Both the Plan and the one-for-four reverse
stock split were approved by shareholders on August 31, 1995. Effective October
16, 1995, the number of shares reserved for issuance pursuant to this Plan was
12,500. Such shares may consist of authorized and unissued shares or treasury
shares.
In the event of any change in corporate structure affecting the Stock, a
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan and in the number of
shares subject to Restricted Stock awards granted under the Plan as may be
determined to be appropriate by the Committee.
__________________________
* Both the Plan and the one-for-four reverse stock spilt were approved by
shareholders on August 31, 1995. Effective October 16, 1995, the number of
shares reserved for issuance pursuant to this Plan was 12,500.
<PAGE>
Eligibility.
Only non-employee Directors of the Company are eligible to participate in
the plan.
Stock Options for Employees.
Stock Options may be granted either alone or in addition to other awards
granted under the Plan as the Committee may from time to time approve, and need
not be the same with respect to each optionee.
The Stock Options granted under the Plan may only be non-qualified stock
options.
Stock Options granted under the Plan shall be subject to the following
terms:
(i) The option price shall be determined by the Committee on the
date of grant of the Option.
(ii) The options must be granted within ten years of the adoption of
the plan, but awards made prior to ten years may be exercised
beyond such date.
(iii) No Stock Option shall be exercisable more than ten years after
the date such Stock Option is granted.
(iv) No Stock Option shall be transferable by the Optionee otherwise
than by will or by the laws of descent and distribution. All
Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee.
(v) If any optionee's tenure as Director terminates by reason of
death, the Stock Option may thereafter be immediately exercised
by the legal representative of the optionee's estate or by the
legatee of the optionee under the will of the optionee, for a
period of three years from the date of such death or until the
expiration of the stated term of such Stock Option, whichever
period is shorter.
(vi) If an optionee's voluntarily withdraws as a Director of the
Company the vesting accrual period of any outstanding options,
or any other terms and conditions precedent to the vesting of
title in such options shall cease to accrue. If an eligible
Director voluntary withdraws from the Board they must exercise
any vested options they own within three months from such
withdrawal date.
(vii) If an optionee's Directorship is terminated for cause, then all
options outstanding shall be revoked.
Exercise of Options and Payment
Options may be exercised by giving written notice of exercise to the
Company accompanied by payment in full, in cash.
2
<PAGE>
Restricted Stock.
Shares of Restricted Stock as defined by Rule 144 of the Securities Act of
1933 as amended, ("The Act") may be issued either alone or in addition to other
awards granted under the Plan.
In addition to the requirements of Rule 144 of the Act the Committee may
impose vesting times, and terms as to it seem proper in the circumstances.
Nothing set forth here shall be construed to limit the Administrative Powers of
the Committee set forth elsewhere herein.
The participant shall not be permitted to sell, transfer, pledge or assign
unvested shares of Restricted Stock awarded under the Plan.
Dividends paid in cash with respect to shares of Restricted Stock shall not
be subject to any restrictions or subject to forfeiture.
Amendments and Termination.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which impairs the right of an
optionee or participant under a Stock Option, or Restricted Stock, therefore
granted, without the optionee's or participant's consent, or which, without the
approval of the stockholders, would:
(i) Increase the total number of shares reserved for the Plan.
(ii) Decrease the option price of any Stock Option to less than 100%
of the Fair Market Value.
(iii) Change the participants or class of participants eligible to
participate in the Plan.
(iv) Extend the maximum option period.
Unfunded Status of Plan.
The Plan is intended to constitute an "unfunded" plan for incentive
compensation.
Change of Control.
In the event of a "Change of Control" or a "Potential Chance of Control"
any Stock Options which are outstanding shall become fully vested and
immediately exercisable. The restrictions imposed by the committee, if any,
applicable to any Restricted Stock which may have been awarded under the Plan
shall lapse and such shares and awards shall be deemed fully vested.
The value of all outstanding Stock Options, or shares of Restricted Stock,
would be qualified to be "redeemed" on the basis of the "Chance of Control
Price".
3
<PAGE>
"Change of Control Price" means the highest price per share paid in any
transaction reported on any stock exchange or in the over-the-counter market
upon which the stock is then listed or "quoted", whichever then applies to the
Stock, or paid or offered in any transaction related to the potential or actual
Change of Control of the Company at any tune during the sixty day period as
determined by the Committee, except that in case of Incentive Stock Options such
price shall be based only on transactions reported for the date on which the
Committee decides to cash out such options.
A "Change of Control" means the happening of any of the following
(i) When any "person" as such term is defined in Section 13(d) and
14(d) of the Exchange Act (other than the Company or a
Subsidiary or any Company employee benefit plan (including its
trustee), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly of
securities of the Company representing 25 percent or more of the
combined voting power of the Company's then outstanding
securities.
(ii) When, during, any period of two consecutive years during the
existence of the Plan, the individuals who, at the beginning of
such period, constitute the Board (for any reason other than
death) cease to constitute at least a majority thereof, unless
each director who was not a director at the beginning of such
period was elected by, or on the recommendation of, at least
two-thirds of the directors at the beginning of such period; or
(iii) The occurrence of a transaction requiring stockholder approval
for the acquisition of the Company by an entity other than the
Company or a Subsidiary through the purchase of assets, or by
mercer, or otherwise.
A "Potential Change of Control" means the happening of any of the
following:
(i) The entering into an agreement by the Company, the consummation
of which would result in a Change of Control of the Company as
defined above; or
(ii) The acquisition of beneficial ownership, directly or indirectly,
by an entity, person or group (other than the Company or
Subsidiary or any Company employee benefit plan (including its
trustee)) of securities of the Company representing 5 percent or
more of the combined voting power of the Company's outstanding
securities and the adoption by the Board of Directors of a
resolution to the effect that a Potential Change of Control of
the Company has occurred for purposes of this Plan.
Exemptions.
A "Change of Control" shall not be deemed to occur in the event of the
purchase of an otherwise qualifying amount or securities of the company if the
acquiring person files a
4
<PAGE>
statement of non-intention to exercise control in appropriate form with the
securities and exchange commission.
A "Change of Control" or "Potential Change of Control" shall not be deemed
to occur in the event of the death of any current holder of securities of the
Company where the transfer of such securities of the Company is made pursuant to
the Will of such holder, or by the laws of descent and distribution to members
of such holder's family or to a trust or the benefit of such class of persons.
General Provisions.
(i) All certificates for shares of Stock delivered under the
Plan shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the
Commission, any stock exchange upon which the Stock is then
listed, and any applicable Federal or state securities law,
and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to
such restrictions.
(ii) Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is
required and such arrangements may be either generally
applicable or applicable only in specific cases. The
adoption of the Plan shall not confer upon any employee or
director of the Company, any Subsidiary or any Affiliate,
any right to continued employment (or, in the case of a
director, continued retention as a director) with the
Company, a Subsidiary or an Affiliate, as the case may be,
nor shall it interfere in any way with the right of the
Company, a Subsidiary or an Affiliate to terminate the
employment of any of its employees at any time.
(iii) Each participant shall, no later than the date as of which
the value of an award first becomes includable in the gross
income of the participant for Federal income tax purposes,
pay to the Company, or make arrangements satisfactory to
the Committee regarding payment of, any Federal, State, or
local taxes of any kind required by law to be withheld with
respect to the award. The obligations of the Company under
the Plan shall be conditional on such payment or
arrangements and the Company (and, where applicable, its
Subsidiaries and Affiliates), shall, to the extent
permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the
participant.
(iv) At the time of grant of option to purchase, the Committee
may provide that the shares of Stock received as a result
of such grant or purchase shall be subject to a right of
first refusal, pursuant to which the participant shall be
required to offer the Company any shares that participant
wishes to sell with the price being the then Fair Market
Value of the Stock, and to such
5
<PAGE>
other terms and conditions as the Committee may specify at
the time of the grant.
(v) No member of the Board or the Committee, nor any officer of
employee of the Company acting on behalf of the Board or
the Committee, shall be personally liable for any action,
determination. or interpretation taken or made in good
faith with respect to the Plan, and all members of the
Board or the Committee and each and any officer or employee
of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the
Company in respect of any such action, determination or
interpretation.
Effective Date of Plan.
The Plan shall be effective on the date approved by a majority vote of
the Company stockholders.**
_____________________________
** Effective August 31, 1995.
6
<PAGE>
EXHIBIT 99.14
MARKET GUIDE INC.
INDEPENDENT DIRECTOR'S STOCK INCENTIVE PLAN
OPTION CERTIFICATE
(Non-Assignable)
Dated: ____________________________
Number of Shares
Certificate No.: Purchaseable
TO PURCHASE COMMON STOCK OF
MARKET GUIDE INC.
Issued Pursuant to the 1995 Independent Director's Stock
Incentive Plan
THIS CERTIFIES THAT
is hereby granted the option to purchase the number of fully paid and non-
assessable shares of Common Stock, par value $.001 per share, of
MARKET GUIDE INC., a New York corporation (hereinafter called the "Company"),
set forth below upon and subject to the following terms and conditions:
This option shall expire ten years from the date hereof (hereinafter
called the "expiration date").
This option and all rights hereunder shall be non-assignable and
nontransferable, expect to the extent that the estate of the holder in the event
of his death may be permitted to exercise them as hereinafter set forth.
Number of Shares subject to Option:
Option Price per Share and Market Value of
Common Stock:
Date of Grant:
Exercise Schedule:
Number of Shares Exercise Period: Commences / Ends
- ---------------- ------------------------------------------
________________
________________
________________
<PAGE>
Notwithstanding the foregoing limitation, all or part of the shares with respect
to which this option has not been exercised shall become immediately vested and
may be purchased immediately upon or at any time after (but prior to the
expiration date) a Change in Control of the Company, as defined in the Plan.
This Option is intended to be a Non-Qualified option as defined in
Section 422 of the Internal Revenue Code as amended and regulations issued
thereunder to purchase from the Company the, number of shares of Common Stock,
at the purchase price per share, and on the schedule, all as set forth above.
The holder agrees to pay any and all taxes on compensation to which he becomes
liable as a result of exercise and to pay such funds as are required to the
Company to satisfy their obligation to collect and remit withholding taxes.
This option may be exercised from time to time only by delivered to
the President of the Company or an officer appointed by the President, of this
option certificate with appropriate notation and duly signed by the holder on
the last page hereof together with the full purchase price of the stock
purchased pursuant to the exercise of the option; provided, however, that this
option may not be exercised at any time when this option or the granting or
exercise thereof violates any law or governmental order or regulation.
Payment for the stock purchased pursuant to any exercise of this
option shall be made in full at the time of such exercise, in cash or by check
payable to the order of the Company.
To the extent that this option shall not have been exercised in full
prior to the termination or expiration date, whichever shall be sooner, it shall
terminate and become void and of no effect.
Except as otherwise provided herein or in the Independent Director's
Stock Incentive Plan of the Company pursuant to which this option is issued,
this option shall cease vesting upon the voluntary withdrawal of the director
from the Board. Any unexercised portion of this option shall terminate at the
end of three months following the cessation or termination of the holder's
tenure as a director of the Company. If, however, the cessation of employment is
due to the death of the holder, the holder or the representatives of the estate
of the holder shall have the privilege of exercising the unexercised portion of
this option which the holder or the deceased could have exercised at the time of
his death, within three years after the death of the holder (but in no event
after the expiration date of this option). If the optionee's tenure as director
is terminated for cause, then all options outstanding shall be revoked.
If, prior to the complete exercise of this option, there shall be
declared and paid a stock dividend upon the Common Stock of the Company, or if
such stock shall be split-up, combined, converted, exchanged, re-classified, or
in any way substituted for, this option, to the extent that it has not been
exercised, shall entitle the holder upon the future exercise of this option, to
such number and kind of securities or other property, subject to the terms of
the option, to which the holder would have been entitled had he actually owned
the stock as to which the option is then exercised at the time of the occurrence
of such stock dividend, split-up, combination, conversion, exchange,
reclassification or substitution; and the aggregate purchase price upon the
future exercise of the option shall be the same as if shares of Common Stock of
2
<PAGE>
the Company originally optioned were being purchased as provided herein,
provided that no fractions shall be issued and the aggregate purchase price
shall be appropriately reduced on account of any fractions not so issued.
The holder of an option shall have none of the rights or privileges of
a shareholder of the Company in respect of any of the shares of Common Stock
issuable on exercise of the option, unless and until the purchase price has been
paid in full.
This option is issued pursuant to and is subject to the provisions of
the 1995 Independent Director's Stock Incentive Plan of the Company, the receipt
of a copy of which the holder acknowledges by virtue of the acceptance hereof. A
determination of the Committee established in such Plan as to any question which
may arise with respect to the interpretation of the provisions of this option
and of the Plan shall be final. The Committee may authorize and establish such
rules, regulations and revisions thereof riot inconsistent with the provisions
of the Plan, as it may determine to be advisable.
IN WITNESS WHEREOF, the undersigned officers of the Company, thereunto
duly authorized, have executed this certificate as of the day and year first
written above.
MARKET GUIDE INC.
By:________________________________
ATTEST:
________________________________
3
<PAGE>
NOTICE OF EXERCISE
------------------
I hereby exercise this option to purchase _______________ of the
shares covered hereby.
______________________________
, Holder
Dated:
YOUR OPTION CERTIFICATE MUST BE DELIVERED TO THE COMPANY UPON
EXERCISE FOR NOTATION AS TO PARTIAL EXERCISE OR FOR CANCELLATION
WHEN ALL SHARES ARE EXERCISED.
4
<PAGE>
Gentlemen:
The undersigned hereby acknowledges receipt of option Certificate
Number ______________ for ______________ shares of Common Stock of Market Guide
Inc. and a copy of the 1995 Independent Director's Stock Incentive Plan and
related Prospectus Material.
______________________________
<PAGE>
EXHIBIT 99.15
COMPENSATION AGREEMENT
----------------------
Agreement dated as of the____day of___________,_____ by and between
________________("Optionee") and Market Guide Inc., a New York corporation (the
"Corporation").
W I T N E S S E T H
-------------------
WHEREAS, Optionee is to provide services to the Corporation, and the
Corporation wishes to provide an equity incentive to Optionee to provide such
services.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
1. On __________,___________ Optionee was granted an option to
acquire ____________ shares of the Corporation's Common Stock (the "Option")
under the terms and conditions set forth in the Option Certificate, attached
hereto as Exhibit A.
2. Corporation and Optionee acknowledge and agree that the Option is
granted as compensation for services and not for any capital-raising purposes or
in connection with any capital-raising activities.
3. This agreement is intended to constitute a written compensation
contract within the meaning of Rule 701 of the Securities Act of 1933, as
amended.
4. Nothing herein or in the Option Certificate shall confer upon
Optionee any right to continue in the Corporation's employ or service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation or Optionee, which rights are hereby expressly
reserved by each party, to terminate Optionee's service at any time for any
reason, with or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
OPTIONEE: MARKET GUIDE INC.
By:
- --------------------------------- -----------------------------
Title:
-----------------------------
<PAGE>
EXHIBIT 99.16
EXHIBIT A
---------
OPTION CERTIFICATE
------------------
<PAGE>
MARKET GUIDE INC.
OPTION CERTIFICATE
(Non-Assignable)
Dated: ________________*
Number of Shares
Certificate No.: ______ Purchasable
TO PURCHASE COMMON STOCK OF
MARKET GUIDE INC.
THIS CERTIFIES THAT ______________
is hereby granted the option to purchase the number of fully paid and
non-assessable shares of Common Stock, par value $.001 per share, of MARKET
GUIDE INC., a New York corporation (hereinafter called the "Company"), set forth
below upon and subject to the following terms and conditions:
This option shall expire February 29, 2000 (hereinafter called
the "expiration date").
This option and all rights hereunder shall be non-assignable
and nontransferable, except to the extent that the estate of the holder in the
event of his death may be permitted to exercise them as hereinafter set forth.
Number of Shares Subject
to Option: ____________
Option -Price Per Share and
Market Value of Common Stock: $
Date of Grant:
Exercise Schedule: Fully exercisable upon Date of Grant
This option is not intended to be an Incentive Stock Option
within the meaning of Section 422 of the internal Revenue Code as amended and
regulations issued thereunder to purchase from the company the number of shares
of Common Stock, at the purchase price per share, and on the schedule, all as
set forth above.
This option may be exercised from time to time only by
delivery to the President of the Company or an officer appointed by the
President, of this action certificate with
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*All numbers in this document have been revised to reflect the one (1)-to-four
(4) reverse stock split which occurred in October of 1995.
<PAGE>
appropriate notation and duly signed by the holder on the last page hereof
together with the Purchase Price of the stock purchased pursuant to the exercise
of the option, provided, however, that this option may not be exercised at any
time when this option or the granting or exercise thereof violates any law or
governmental order or regulation.
Payment for the stock purchased pursuant to any exercise of this
option shall be made in full at the time of such exercise, in cash or by check
payable to the order of the Company.
To the extent that this option shall not have been exercised in
full prior to the termination or expiration date, whichever shall be sooner, it
shall terminate and become void and of no effect.
If, prior to the complete exercise of this option, there shall be
declared and paid a stock dividend upon the Common Stock of the Company, or if
such stock shall be split-up, combined, converted, exchanged, re-classified, or
in any way substituted for, this option, to the extent that it has not been
exercised, shall entitle the holder upon the future exercise of this option, to
such number and kind of securities or other property, subject to the terms of
the option, to which the holder would have been entitled had he actually owned
the stock as to which the option is then exercised at the time of the occurrence
of such stock dividend, split-up, combination, conversion, exchange,
reclassification or substitution and the aggregate purchase price upon the
future exercise of the option shall be the same as if shares of Common Stock of
the Company originally optioned were being purchased as provided herein,
provided that no fractions shall be issued and the aggregate purchase price
shall be appropriately reduced on account of any fractions not so issued.
The holder of an option shall have none of the rights or
privileges of a shareholder of the Company in respect of any of the shares of
Common Stock issuable on exercise of the Option, unless and until the purchase
price has been paid in full.
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<PAGE>
IN WITNESS WHEREOF, the undersigned officers of the Company,
thereunto duly authorized, have executed this certificate as of the day and year
first above written.
MARKET GUIDE INC.
By:________________________
Attest:
________________________
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<PAGE>
NOTICE OF EXERCISE
I hereby exercise this option to purchase __________ of the shares
covered hereby.
_______________________________
_______________, Holder
Dated:
YOUR OPTION CERTIFICATE MUST BE DELIVERED TO THE COMPANY UPON EXERCISE FOR
NOTATION AS TO PARTIAL EXERCISE OR FOR CANCELLATION WHEN ALL SHARES ARE
EXERCISED.
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