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INFORMATION RESOURCES, INC.
AMENDED AND RESTATED
1992 STOCK OPTION PLAN
(AS AMENDED EFFECTIVE JUNE 29, 2000)
SECTION 1. PURPOSE OF THE PLAN.
This Amended and Restated 1992 Stock Option Plan (which amends and
restates the 1992 Incentive Stock Option Plan) (the "Plan") for INFORMATION
RESOURCES, INC. (the "Company") is intended to advance the interests of the
Company by providing key employees who have substantial responsibility for the
direction and management of the Company with additional incentive for them to
promote the success of the business, to increase their proprietary interest in
the success of the Company, and to encourage them to remain in its employ. The
above aims will be effectuated through the granting of certain stock options. It
is intended that options issued under the Plan will be either non-qualified
stock options or, if designated by the Committee under Section 3(b), will
qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code") and the terms of
the Plan shall be interpreted in accordance with this intention.
SECTION 2. ADMINISTRATION OF THE PLAN.
The Board of Directors of the Company (the "Board") shall designate the
Executive Committee of the Board to act as the Stock Option Plan Committee (the
"Committee"). Subject to the provisions of the Plan, the Committee shall have
plenary authority, in its discretion: (a) to determine the employees of the
Company and its subsidiaries (from among the class of employees eligible under
Section 3 to receive options under the Plan) to whom options shall be granted
(provided, however, that options granted to any member of the Committee shall
not be deemed to be effective until approved by the Board); (b) to determine the
time or times at which options shall be granted; (c) to determine the option
price of the shares subject to each option, which price shall not be less than
the minimum specified in Section 6; (d) to determine (subject to Section 8) the
time or times when each option shall become exercisable and the duration of the
exercise period; and (e) to interpret the Plan and to prescribe, amend and
rescind rules and regulations relating to it. All action of the Committee shall
be taken by unanimous vote of its members. Any action may be taken by a written
instrument signed by all the members of the Committee. The Committee may appoint
a secretary to keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.
SECTION 3. ELIGIBILITY AND LIMITATIONS ON OPTIONS GRANTED UNDER THE PLAN.
(a) Options will be granted only to persons who are key employees of
the Company or a subsidiary corporation of the Company, excluding, however,
executive officers and directors of the Company. The term "subsidiary
corporation" shall, for the purposes of this Plan be defined in the same manner
as such term is defined in Section 424(f) of the Internal Revenue Code.
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(b) At the time of the grant of each option under this Plan, the
Committee shall determine whether such option is to be designated as an ISO. No
option granted to any employee, who at the time of such grant, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any subsidiary or parent corporation of the Company (as
measured for purposes of Section 422(b)(6) of the Internal Revenue Code), may be
designated as an ISO, unless at the time of such grant, (i) the option price is
fixed at not less than 110% of the fair market value of the stock subject to the
option, and (ii) the exercise of such option is prohibited by its terms after
the expiration of five years from the date such option is granted.
(c) The aggregate fair market value of the stock for which any employee
may be granted options designated as ISOs and exercisable for the first time in
any calendar year (under this or any other incentive stock option plan
established by the Company or a subsidiary corporation of the Company) shall not
exceed $100,000. For purposes of this annual limitation, the fair market value
of such stock shall be determined as of the date the option with respect to such
stock was granted.
SECTION 4. SHARES OF STOCK SUBJECT TO THE PLAN.
There will be reserved for use upon the exercise of options to be
granted from time to time under the Plan (subject to the provisions of Section
12) an aggregate of 2,000,000 shares of the common stock (the "Common Stock") of
the Company, which shares may be in whole or in part, as the Board shall from
time to time determine, authorized but unissued shares of the Common Stock or
issued shares of the Common Stock which shall have been reacquired by the
Company. Any shares subject to an option under the Plan, which option for any
reason expires or is terminated unexercised as to such shares, may again be
subject to an option under the Plan.
SECTION 5. LISTING AND REGISTRATION OF SHARES.
Each option shall be subject to the requirement that if at any time the
Committee shall determine, in its discretion, that the listing, registration, or
qualification of the shares covered thereby upon any securities exchange or
under any state or federal law or the consent or approval of any governmental
regulatory body, or obtaining an investment intent representation or other
undertaking from the option holder, is necessary or desirable as a condition of,
or in connection with, the granting of such option or the issue or purchase of
shares thereunder, such option may not be exercised in whole or in part unless
and until such listing, registration, qualification, consent, approval,
representation, or undertaking shall have been effected or obtained free of any
conditions not acceptable to the Committee.
SECTION 6. OPTION PRICE.
(a) Subject to Section 3(b), the purchase price under each option
issued shall be determined by the Committee at the time the option is granted,
but in no event shall such purchase price be less than 100% of the fair market
value of the Company's Common Stock on the date of the grant.
(b) If the stock is traded in the over-the-counter market, such fair
market value shall be
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deemed to be the mean between the asked and the bid prices on such day as
reported by National Association of Securities Dealers Automated Quotation
System (NASDAQ), but if there are no sales on such date, on the last previous
date on which a share was so traded; or if the foregoing is not applicable, the
average of the high and low prices at which one share is traded on a stock
exchange in which the Common Stock generally has the greatest trading volume,
but if there are no sales on such date, on the last previous date on which a
share was so traded; or if neither of the above is applicable, the value of a
share as established by the Committee for such date using any reasonable method
of valuation consistent with Section 422(c)(7) of the Internal Revenue Code.
SECTION 7. ADJUSTMENTS.
The Committee shall make appropriate adjustment in the price of the
shares and the number allotted or subject to allotment, and the number of shares
subject to issuance under the Plan shall be adjusted, if there are any changes
in the Common Stock of the Company by reason of stock dividends, stock splits,
reverse stock splits, recapitalization, mergers or consolidations. No fractional
shares shall be issued, and any fractional shares resulting from the
computations pursuant to this Section 7 shall be eliminated from the respective
option. No adjustment shall be made for cash dividends or the issuance to
shareholders of rights to subscribe for additional Common Stock or other
securities.
SECTION 8. PERIOD OF OPTION AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.
(a) Subject to Section 3(b), all options issued under the Plan shall be
for such period as the Committee shall determine, but for not more than 10 years
from the date of grant thereof.
(b) The period of the option, once it is granted, may be reduced only
as provided for in Section 10 in connection with the termination of employment
or death of the option holder or in Section 8(c) in the case of less than
satisfactory performance.
(c) Subject to the foregoing, the Committee in its discretion shall
determine to what extent from time to time an option granted hereunder shall be
exercisable. Following the grant of any option, the Committee may, in its sole
discretion, if it determines that the option holder is not performing
satisfactorily the duties to which he or she was assigned on the date the option
was granted or duties of at least equal responsibility (i) prescribe longer time
periods and additional requirements with respect to the exercise of an option
and (ii) terminate in whole or in part such portion of any option as has not yet
become exercisable at the time of termination. Subject to the provisions of
Section 10, no option may be exercised unless the option holder is at the time
of such exercise in the employ of the Company or of a subsidiary corporation of
the Company and shall have been continuously so employed since the grant of his
or her option. Absence or leave approved by the management of the Company shall
not be considered an interruption of employment for any purpose under the Plan
unless such absence or leave would be treated as an interruption of employment
for purposes of Section 422 of the Internal Revenue Code.
(d) Options issued under this Plan designated by the Committee as ISOs
may be exercised while there are outstanding previously granted but unexercised
options.
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(e) Subject to the alternative settlement methods set forth in Section
8(h) hereof, the exercise of any option shall also be contingent upon receipt by
the Company of cash or certified bank check to its order, shares of the
Company's Common Stock, or any combination of the foregoing in an amount equal
to the full option price of the shares being purchased. For purposes of this
paragraph, shares of the Company's Common Stock that are delivered in payment of
the option price shall be valued at their fair market value determined under the
method set forth in Section 6 of this Plan applied as of the date of the
exercise of the option.
(f) No option holder or his or her legal representative, legatees, or
distributees, as the case may be, ("Successors") will be, or will be deemed to
be, a holder of any shares subject to an option unless and until certificates
for such shares are issued under the terms of the Plan. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
(g) In no event may an option be exercised after the expiration of its
term.
(h) As an alternative to payment in full by the option holder for the
number of shares of Common Stock in respect of which an option is exercised, the
Committee may provide an alternative settlement method as follows:
(i) If so authorized by the Committee, the option holder may
elect to pay the purchase price for shares in respect of which he or
she exercises the option, in the following manner:
[a] An initial payment, on the date of the exercise
of the option, of 10% of the option price (but not less than
the par value of each such share) of the shares then
purchased; and
[b] The balance of the purchase price, together with
interest thereon, compounded semi-annually, at the "Section
483 Rate" two years after the date of the exercise of the
option. The "Section 483 Rate" shall be that rate of interest
that is equal to the greater of (i) the rate prescribed by the
Secretary of the Treasury, as of the date of the exercise of
the option, pursuant to the provisions of Section 483(b) (or
any successor provision) of the Internal Revenue Code or (ii)
the minimum rate sufficient to avoid having the payment or any
portion of the balance of the purchase price (i.e., excluding
stated interest) be treated as a payment of interest for state
or federal income tax purposes. The obligation to pay such
balance shall be evidence by a promissory note satisfactory in
form to the Committee and signed by the option holder.
The option holder, however, shall have the right to prepay the
whole or any portion of the option price at any time.
(ii) Upon payment by the option holder of the initial
installment of the option price, all of the shares as to which the
option is being exercised shall be deemed acquired by such option
holder and shall be lawfully issued and validly outstanding and such
option holder shall
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be vested with full and complete title to such shares (subject to the
provisions of subparagraph (h)(iii) below).
(iii) By election to pay the option price in installments, the
option holder agrees to endorse in blank and deliver to the Company as
security for payment in full of the option price the certificate or
certificates representing the shares with respect to which an option
has been exercised and representing share dividends in such shares and
further agrees that all dividends (other than share dividends) on or
distributions in respect of such shares will be applied to the payment
of the unpaid balance and that certificates representing share
dividends shall be held by the Company as additional security for
payment in full of the option price. At termination of an option
holder's employment, the option holder or his or her Successors shall
pay the amount owing pursuant to subparagraph (i) of this paragraph as
follows: if such termination results from retirement at the option
holder's Retirement Date, from disability, or from death, then such
payment may be made by the option holder or his or her Successors as
specified in the note required by subparagraph (i) of this paragraph;
if such termination results from a cause other than as specified in the
preceding clause of this sentence, then the option holder shall pay
such amount within 90 days after such termination. For the purpose of
this plan, "Retirement Date" means: the effective date, which follows
at least four years of continuous employment with the Company or a
subsidiary corporation of the Company, of the option holder's
retirement from the Company or a subsidiary corporation of the Company
upon reaching the age of 60 years or, if applicable, his or her
retirement upon such earlier date as shall be permitted under the
Company's or a subsidiary corporation's retirement plan, as the case
may be.
(iv) As soon as practicable after receipt by the Company of
payment of the amount prescribed in subparagraph (i)[a] of this
paragraph, a certificate or certificates representing the shares with
respect to which an option has been exercised shall be registered in
the name or names specified by the option holder in the written notice
of exercise. Such certificates shall then be endorsed by the registered
owner or owners and shall be held by the Company pursuant to the
provisions of subparagraph (iii) of this paragraph.
(v) Upon default in the payment of any amount on the date it
becomes due, whether by acceleration as provided above in subparagraph
(iii) of this paragraph, or otherwise, the Company may elect to [a]
sell all shares then held by the Company as security for the payment of
the option price and remit to the option holder or his or her
Successors any excess of the net proceeds of such sale over the amount
so owing at the time of such default; or [b] purchase such number of
shares then held by the Company as security for the payment of the
option price at the then fair market value thereof, as are necessary to
pay the amount then due and to deliver any remaining shares to the
option holder or his or her Successors.
(vi) As soon as practicable after receipt by the Company of
payment of the balance, and any interest, due and owing pursuant to the
provisions of this paragraph, the Company shall deliver to the option
holder or his or her Successors the certificate or certificates
representing the shares with respect to which payment in full of the
option price has been received and representing share dividends on such
shares.
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(vii) Exercise of an option in any manner, including an
exercise involving an election of an alternative settlement method with
respect to an option, shall result in a decrease in the number of
shares of Common Stock which thereafter may be available under the Plan
by the number of shares as to which the option is exercised.
(i) The partial exercise of an option or a combination of such options
shall in no event be for less than 100 shares of Common Stock, unless a purchase
of fewer shares would entirely exhaust the options held by the option holder.
SECTION 9. ASSIGNABILITY.
Each option granted under this Plan shall be transferable only by will
or the laws of descent and distribution and shall be exercisable, during his or
her lifetime, only by the employee to whom the option is granted or, except as
prohibited under Code Section 422 with respect to an option designated as an
ISO, by his or her legal representative. Except as permitted by the preceding
sentence, no option granted under the Plan or any of the rights and privileges
thereby conferred shall be transferred, assigned, pledged, or hypothecated in
any way (whether by operation of law or otherwise), and no such option, right,
or privilege shall be subject to execution, attachment, or similar process. Upon
any attempt so to transfer, assign, pledge, hypothecate or otherwise dispose of
the option, or of any right or privilege conferred thereby, contrary to the
provisions hereof, or upon the levy of any attachment or similar process upon
such option, right or privilege, the option and such rights and privileges shall
immediately become null and void.
SECTION 10. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY.
(a) In the event of the termination of employment of any option holder
(otherwise than by reason of death, disability or retirement of the option
holder at his or her Retirement Date), any option or options granted to him or
her under the Plan to the extent not thereto exercised shall be deemed cancelled
and terminated forthwith, except that such option holder, or his or her
Successors, may exercise any options theretofore granted to him or her, which
have not then expired and which are otherwise exercisable within the provisions
of Section 8(c) hereof. within 30 days after such termination.
(b) If the employment of an option holder shall be terminated by reason
of the option holder's retirement at his or her Retirement Date, the option
holder shall have the right to exercise such option or options held by him or
her to the extent that such options have not expired and are otherwise
exercisable at his or her Retirement Date, at any time within three years after
such retirement or, if the option holder shall die within three years after
retirement at his or her Retirement Date, his or her Successors may exercise
such options within one year after the death of the option holder. The transfer
of an option holder from the employ of the Company to a subsidiary corporation
of the Company or vice versa, or from one subsidiary corporation of the Company
to another, shall not be deemed to constitute a termination of employment for
purposes of this Plan.
(c) In the event that an option holder shall die while employed by the
Company or by any
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subsidiary corporation of the Company, any option or options granted to him or
her under this Plan and not theretofore exercised by him or her or expired shall
become immediately exercisable in full, notwithstanding Section 8(c), and may be
exercised by his or her Successors at any time within one year after the death
of the option holder.
(d) In the event of the termination of employment of an option holder
by reason of the option holder's disability, all options held by him or her
shall become immediately exercisable in full notwithstanding the provisions of
Section 8(c) hereof, to the extent that such options have not previously expired
or been exercised, and may be exercised by such option holder at any time within
one year after such termination. For the purposes of this Plan, "disability"
shall be defined in the same manner as such term is defined in Section 22(e)(3)
of the Internal Revenue Code.
SECTION 11. EXPIRATION AND TERMINATION OF THE PLAN.
Options may be granted under the Plan at any time or from time to time
as long as the total number of shares optioned or purchased under this Plan does
not exceed 2,000,000 shares of Common Stock. The Plan may be abandoned or
terminated at any time by the Board except with respect to any options then
outstanding under the Plan. No option shall be granted pursuant to the Plan
after 10 years from the effective date of the Plan.
SECTION 12. AMENDMENT OF PLAN.
The Board may at any time and from time to time modify and amend the
Plan in any respect; provided, however, that no such amendment shall: (a)
without shareholder approval, increase (except in accordance with Section 7) the
maximum number of shares for which options may be granted under the Plan either
in the aggregate or to any individual employee; or (b) reduce (except in
accordance with Section 7) the minimum option prices which may be established
under the Plan; or (c) extend the period or periods during which options may be
granted or exercised; or (d) without shareholder approval, change the provisions
relating to the determination of employees to whom options shall be granted and
the number of shares to be covered by such options. The termination or any
modification or amendment of the Plan shall not, without the consent of an
option holder, affect his or her rights under an option theretofore granted to
him or her.
SECTION 13. APPLICABILITY OF PLAN TO OUTSTANDING STOCK OPTIONS.
This Plan shall not affect the terms and conditions of any
non-qualified stock options or ISOs heretofore granted to any employee of the
Company or a subsidiary corporation of the Company or any other individual under
any other plan relating to such stock options; nor shall it
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affect any of the rights of any such employee or individual to whom such stock
options were granted.
SECTION 14. EFFECTIVE DATE OF PLAN.
This Plan shall become effective on the later of the date of its
adoption by the Board or the Executive Committee of the Board or its approval by
the vote of the holders of a majority of the outstanding shares of the Company's
Common Stock. This Plan shall not become effective unless such shareholder
approval shall be obtained within 12 months before or after the adoption of the
Plan by the Board or the Executive Committee.
INFORMATION RESOURCES, INC.
By: /s/ Joseph P. Durrett
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Joseph P. Durrett, Chairman
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