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Exhibit 4.4
SPYGLASS, INC.
(an Illinois corporation)
1995 DIRECTOR STOCK OPTION PLAN
1. Purpose
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The purpose of this 1995 Director Stock Option Plan (the "Plan") of
Spyglass, Inc., an Illinois corporation (the "Company"), is to encourage
ownership in the Company by outside directors of the Company whose continued
services are considered essential to the Company's future progress and to
provide them with a further incentive to remain as directors of the Company.
2. Administration
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The Board of Directors shall supervise and administer the Plan. Grants
of stock options under the Plan and the amount and nature of the awards to be
granted shall be automatic in accordance with Section 5. However, all questions
of interpretation of the Plan or of any options issued under it shall be
determined by the Board of Directors and such determination shall be final and
binding upon all persons having an interest in the Plan.
3. Participation in the Plan
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Directors of the Company who are not employees of the Company or any
subsidiary of the Company shall be eligible to participate in the Plan.
4. Stock Subject to the Plan
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(a) The maximum number of shares which may be issued under the Plan
shall be 100,000 shares of the Company's Common Stock, par value $.01 per share
("Common Stock"), subject to adjustment as provided in Section 9 of the Plan.
(b) If any outstanding option under the Plan for any reason expires
or is terminated without having been exercised in full, the shares allocable to
the unexercised portion of such option shall again become available for grant
pursuant to the Plan.
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(c) All options granted under the Plan shall be non-statutory options
not entitled to special tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended to date and as it may be amended from time to time (the
"Code").
5. Terms, Conditions and Form of Options
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Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) Option Grant Dates.
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Options will be granted in accordance with the following:
(i) Current Outside Directors. An option for 10,000 shares
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shall automatically be granted to each non-employee director of the Company on
the date of the approval of the Plan by the Board of Directors.
(ii) Future Outside Directors. An option for 10,000 shares
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shall automatically be granted to each non-employee director subsequently
elected to the Board of Directors upon his/her initial election to the Board.
(iii) Annual Grants. An option for 2,500 shares shall
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automatically be granted to each non-employee director on the date of each
Annual Meeting of the Stockholders of the Company, beginning with the Annual
Meeting following the fiscal year ended September 30, 1995.
(b) Option Exercise Price. The option exercise price per share for
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each option granted under the Plan shall equal (i) the last reported sales price
per share of the Company's Common Stock on the Nasdaq National Market (or, if
the Common Stock is traded on a national securities exchange on the date of
grant, the reported closing sales price per share of the Common Stock on such
exchange) on the date of grant (or if no such price is reported on such date
such price as reported on the nearest preceding day) or (ii) if the Common Stock
is not traded on the Nasdaq National Market or a national securities exchange,
the fair market value per share on the date of grant as determined by the Board
of Directors.
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(c) Options Non-Transferable. Each option granted under the Plan by
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its terms shall not be transferable by the optionee otherwise than by will, or
by the laws of descent and distribution, and shall be exercised during the
lifetime of the optionee only by him. No option or interest therein may be
transferred, assigned, pledged or hypothecated by the optionee during his
lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.
(d) Exercise Period. Each option granted pursuant to the Plan shall
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become exercisable in accordance with the following schedule: on or after the
first anniversary of the date of grant, such option may be exercised for up to
twenty-eight percent (28%) of the shares covered by such option; and on or after
the last day of each calendar quarter following the calendar quarter in which
such first anniversary occurred, the option may be exercised for an additional
six percent (6%) of the shares covered by the option. Notwithstanding the
foregoing, each outstanding option granted under the Plan shall immediately
become exercisable in full in the event of a Change in Control of the Company
(as defined in Section 10) occurs.
(e) Termination. Each option shall terminate, and may no longer be
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exercised, on the earlier of (i) the date ten years after the date of grant or
(ii) the date three months after the optionee ceases to serve as a director of
the Company; provided that, in the event an optionee ceases to serve as a
director due to his or her death or disability (within the meaning of Section
22(e) (3) of the Code or any successor provision), then the exercisable portion
of the option may be exercised, within the period of 180 days following the date
the optionee ceases to serve as a director (but in no event later than ten years
after the date of grant), by the optionee or by the person to whom the option is
transferred by will, by the laws of descent and distribution, or by written
notice.
(f) Exercise Procedure. Options may be exercised only by written
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notice to the Company at its principal office accompanied by (i) payment in cash
of the full consideration for the shares as to which they are exercised or (ii)
an irrevocable undertaking, in form and substance satisfactory to the Company,
by a broker to deliver promptly to the Company sufficient funds to pay the
exercise price or (iii) delivery of irrevocable instructions, in form and
substance satisfactory to the Company, to a broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price.
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(g) Exercise by Representative Following Death of Director. An
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optionee, by written notice to the Company, may designate one or more persons
(and from time to time change such designation), including his or her legal
representative, who, by reason of the director's death, shall acquire the right
to exercise all or a portion of the option. If the person or persons so
designated wish to exercise any portion of the option, they must do so within
the term of the option as provided herein. Any exercise by a representative
shall be subject to the provisions of the Plan.
(h) Notwithstanding the provisions of this Section 5, each
non-employee director who would otherwise receive an option under the Plan may
designate an entity with which he or she is affiliated to instead receive such
option.
6. Assignments
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The rights and benefits of participants under the Plan may not be
assigned, whether voluntarily or by operation of law, except as provided in
Section 5(g).
7. Effective Date
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The Plan shall become effective immediately upon its adoption by the
Board of Directors, but all grants of options shall be conditional upon the
approval of the Plan by the stockholders of the Company within 12 months after
adoption of the Plan by the Board of Directors.
8. Limitation of Rights
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(a) No Right to Continue as a Director. Neither the Plan, nor the
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granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain the optionee as a director for any period of time.
(b) No Stockholders' Rights for Options. An optionee shall have no
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rights as a stockholder with respect to the shares covered by his options until
the date of the issuance to him of a stock certificate therefor, and no
adjustment will be made for dividends or other rights (except as provided in
Section 9) for which the record date is prior to the date such certificate is
issued.
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9. Changes in Common Stock. If the outstanding shares of Common Stock
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are increased, decreased or exchanged for a different number or kind of shares
or other securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the assets of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Common Stock, or other securities, an appropriate and
proportionate adjustment will be made in (i) the maximum number and kind of
shares reserved for issuance under the Plan, (ii) the number and kind of shares
or other securities subject to then outstanding options under the Plan and (iii)
the price for each share subject to any then outstanding options under the Plan,
without changing the aggregate purchase price as to which such options remain
exercisable. No fractional shares will be issued under the Plan on account of
any such adjustments.
10. Change in Control. For purposes of the Plan, a "Change in Control"
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shall be deemed to have occurred only if any of the following events occurs:
(i) any "person", as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned directly or indirectly by
the stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company), 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 50% or more of the combined voting power
of the Company's then outstanding securities; (ii) the stockholders of the
Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more the 50% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; (iii) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale of disposition by the Company of all or
substantially all of the Company's assets; or (iv) individuals who, on the date
on which the Plan was adopted by the Board of Directors, constituted the Board
of Directors of the Company, together with any new
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director whose election by the Board of Directors or nomination for election by
the Company's stockholders was approved by a vote of at least a majority of the
directors then still in office who were directors on the date on which the Plan
was adopted by the Board of Directors or whose election or nomination was
previously so approved, cease for any reason to constitute at least a majority
of the Board of Directors. Notwithstanding anything to the contrary in the
foregoing, the merger of the Company into a Delaware corporation for the purpose
of reincorporating the Company in the State of Delaware shall not be deemed to
be a Change in Control under the Plan, and the Plan shall continue as a Plan of
the Delaware corporation in the event of such merger.
11. Amendment of the Plan
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The Board of Directors may suspend or discontinue the Plan or revise
or amend it in any respect whatsoever; provided, however, that without approval
of the stockholders of the Company no revision or amendment shall change the
number of shares subject to the Plan (except as provided in Section 9), change
the designation of the class of directors eligible to receive options, or
materially increase the benefits accruing to participants under the Plan. The
provisions of Sections 5(a) and 5(b) of the Plan may not be amended more than
once in any six-month period.
12. Notice
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Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.
Adopted by the Board of Directors
on March 14, 1995.
Approved by the stockholders
on May __, 1995.
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