EXHIBIT 99.1
TELESCAN, INC.
AMENDED AND RESTATED
1995 STOCK OPTION PLAN
(AS AMENDED AND RESTATED JUNE 23, 2000)
1. PURPOSE. The purpose of this Stock Option Plan, as amended and
restated ("the Plan"), is to further the interest of the Company, its
subsidiaries and its shareholders by providing incentives in the form of stock
options to key employees and directors who contribute materially to the success
and profitability of the Company. The grants will recognize and reward
outstanding individual performances and contributions and will give such persons
a proprietary interest in the Company, thus enhancing their personal interest in
the Company's continued success and progress. This Plan will also assist the
Company and its subsidiaries in attracting and retaining key employees and
directors. The options granted under this Plan may be either Incentive Stock
Options, as that term is defined in Section 422 of the Internal Revenue Code of
1986, as amended, or nonstatutory options taxed under Section 83 of the Internal
Revenue Code of 1986, as amended.
2. DEFINITIONS. The following definitions shall apply to this Plan:
(a) "Board" means the board of directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the Compensation Committee of the Board
which shall consist of two or more directors of the Company appointed by the
Board.
(d) "Common Stock" means the Common Stock, par value $0.01 per
share, of the Company or such other class of share or securities as to which the
Plan may be applicable, pursuant to Section 12 herein.
(e) "Company" means Telescan Inc., a Delaware corporation.
(f) "Continuous Service" means the absence of any interruption
or termination of employment with or service to the Company or any parent or
subsidiary of the Company that now exists or hereafter is organized or acquired
by or acquires the Company. Continuous Service shall not be considered
interrupted in the case of sick leave, military leave, or any other leave of
absence approved by the Company or in the case of transfers between locations of
the Company or between the Company, its parent, its subsidiaries or its
successors.
(g) "Date of Grant" means the date on which the Committee grants
an Option.
(h) "Disinterested Person" means a disinterested person as
defined in Rule 16b-3 of the Rules and Regulations promulgated under the
Exchange Act, or any successor regulation or statute adopted under the federal
securities laws.
(i) "ERISA" means the Employee Retirement Income Security Act,
as amended.
<PAGE>
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(k) "Employee" means any person employed on an hourly or
salaried basis by the Company or any parent or subsidiary of the Company that
now exists or hereafter is organized or acquired by or acquires the Company.
(l) "Fair Market Value" means (i) if the Common Stock is not
listed or admitted to trade on a national securities exchange and if bid and ask
prices for the Common Stock are not furnished through NASDAQ or a similar
organization, the value established by the Committee, in its sole discretion,
for purposes of the Plan; (ii) if the Common Stock is listed or admitted to
trade on a national securities exchange or a national market system, the closing
price of the Common Stock, as published in the WALL STREET JOURNAL, so listed or
admitted to trade on such day or, if there is no trading of the Common Stock on
such date, then the closing price of the Common stock on the next preceding date
on which there was trading in such shares; or (iii) if the Common Stock is not
listed or admitted to trade on a national securities exchange or a national
market system, the mean between the bid and asked price for the Common Stock on
such date, as furnished by the National Association of Securities Dealers, Inc.
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information.
(m) "Incentive Stock Option" means a stock option, granted
pursuant to either this Plan or any other plan of the Company, that satisfies
the requirements of Section 422 of the Code and that entitles the Optionee to
purchase stock of the Company or in a corporation that at the time of grant of
the option was a parent or subsidiary of the Company or a predecessor
corporation of any such corporation.
(n) "Non-Employee Director" means any member of the Board who is
not an Employee.
(o) "Nonstatutory Option" shall have the meaning as used in
Section 9 herein.
(p) "Option" means a stock option granted pursuant to the Plan.
(q) "Option Period" means the period beginning on the Date of
Grant and ending on the day prior to the tenth anniversary of the Date of Grant
or such shorter termination date as set by the Committee.
(r) "Optionee" means an Employee or Non-Employee Director who
receives an Option.
(s) "Parent" means any corporation which owns 50% or more of the
voting securities of the Company.
(t) "Plan" means this Stock Option Plan.
(u) "Share" means the Common Stock, as adjusted in accordance
with Section 13 of the Plan.
99.1-2
<PAGE>
(v) "Subsidiary" means any corporation 50% or more of the voting
securities of which are owned directly or indirectly by the Company at any time
during the existence of this Plan.
3. ADMINISTRATION. This Plan will be administered by the Committee. A
majority of the full Committee constitutes a quorum for purposes of
administering the Plan, and all determinations of the Committee shall be made by
a majority of the members present at a meeting at which a quorum is present or
by the unanimous, written consent of the Committee.
Each member of the Committee must be a Disinterested Person.
Accordingly, a member of the Committee shall not be granted or awarded Options
under the Plan and shall not be granted or awarded options, grants, awards or
other rights pursuant to any other plan of the Company or any of its affiliates
if a grant or award under such plan would cause such person not to be or to lose
his status as a Disinterested Person. If a member of the Committee ceases to be
a Disinterested Person for any reason, such person shall immediately, without
any action by the Board, cease to be a member of the Committee.
The Committee has the exclusive power to select the Employee
participants in this Plan, to establish the terms of the Options granted to each
Employee participant, and to make all other determinations necessary or
advisable under the Plan. The Committee has the sole and absolute discretion to
determine whether the performance of an eligible Employee warrants an award
under this Plan, and to determine the amount of the award. The Committee has
full and exclusive power to construe and interpret this Plan, to prescribe and
rescind rules and regulations relating to this Plan, and take all actions
necessary or advisable for the Plan's administration. Any such determination
made by the Committee will be final and binding on all persons. A member of the
Committee will not be liable for performing any act or making any determination
in good faith.
4. SHARES SUBJECT TO OPTION. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan shall be 1,222,500; provided, however, that the maximum amount of
Options that may be granted to an Optionee remains at 637,500. Such shares may
be authorized but unissued, or may be treasury shares. If an Option shall expire
or become unexercisable for any reason without having been exercised in full,
the unpurchased Shares that were subject to the Option shall, unless the Plan
has then terminated, be available for other Options under the Plan.
5. EMPLOYEE PARTICIPATION.
(a) ELIGIBLE EMPLOYEES. Every Employee, as the Committee in its
sole discretion designates, is eligible to participate in this Plan. The
Committee's award of an Option to an Employee in any year does not require the
Committee to award an Option to that Employee in any other year. Furthermore,
the Committee may award different Options to different participants. The
Committee may consider such factors as it deems pertinent in selecting
participants and in determining the amount of their Option, including, without
limitation: (i) the financial condition of the Company or its Subsidiaries; (ii)
expected profits for the current or future years; (iii) the contributions of
prospective employees to the profitability and success of the Company or its
Subsidiaries; and (iv) the adequacy of the Employee's other compensation.
Employees may include persons to whom stock, stock options, or other benefits
previously were
99.1-3
<PAGE>
granted under this or another plan of the Company or any Subsidiary, whether or
not the previously granted benefits have been fully exercised.
(b) NO RIGHT OF EMPLOYMENT. An Optionee's right, if any, to
continue to serve the Company and its Subsidiaries as an Employee will not be
enlarged or otherwise affected by his designation as a participant under this
Plan, and such designation will not in any way restrict the right of the Company
or any Subsidiary, as the case may be, to terminate at any time the employment
of any participant.
6. NON-EMPLOYEE DIRECTOR PARTICIPATION.
(a) GRANTS OF AWARDS. The Compensation Committee shall have full
discretion to grant Options to Non-Employee Directors at such
times as it deems appropriate, to determine the number of shares
of Common Stock underlying such Options, and to determine the
other terms and provisions thereof subject to the other terms of
the Plan.
(b) NON-TRANSFERABILITY. Each Option granted to Non-Employee
Directors by its term shall not be transferable by the Optionee
otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of ERISA, or the rules
thereunder, and shall be exercised during the lifetime of the
Optionee only by him. Except as set forth herein, no Option
granted to Non-Employee Directors 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.
7. OPTION REQUIREMENTS. Each Option granted under this Plan shall
satisfy the following requirements.
(a) WRITTEN OPTION. An Option shall be evidenced by a written
instrument specifying (i) the number of Shares that may be purchased by its
exercise, (ii) the intent of the Committee as to whether the Option is to be an
Incentive Stock Option or a Nonstatutory Option, and (iii) such terms and
conditions consistent with the Plan as the Committee shall determine.
(b) DURATION OF OPTION. Each Option may be exercised only during
the Option Period designated for the Option by the Committee. At the end of the
Option Period the Option shall expire.
(c) OPTION EXERCISABILITY. Unless otherwise provided by the
Committee on the grant of an Option, each Option shall be exercisable only as to
no more than one-fourth (1/4) of the total number of shares covered by the
Option during each twelve-month period commencing twelve months after the date
the Option is granted. Notwithstanding the foregoing, an Option is exercisable
only if the issuance of Shares pursuant to the exercise would be in compliance
with applicable securities laws, as contemplated by Section 11 of this Plan. To
the extent an Option is either unexercisable or unexercised, the unexercised
portion shall accumulate
99.1-4
<PAGE>
until the Option both becomes exercisable and is exercised but in no case beyond
the date that is ten years from the date the Option is granted.
(d) ACCELERATION OF VESTING. Subject to the provisions of
Section 6 and 8(b), the Board may, in its discretion, provide for the exercise
of Options either as to an increased percentage of shares per year or as to all
remaining shares. Such acceleration of vesting may be declared by the Board at
any time before the end of the Option Period, including, if applicable, after
termination of the Optionee's Continuous Service by reason of death, disability,
retirement or termination of employment.
(e) OPTION PRICE. Except as provided in Section 8(a) and 9, the
Option price of each Share subject to the Option shall equal the Fair Market
Value of the Share on the Option's Date of Grant. Notwithstanding the preceding
sentence or any other provision hereof, no Option granted hereunder shall be at
an Option price less than $1.50 per share.
(f) TERMINATION OF SERVICES. If the Optionee ceases Continuous
Service for any reason other than death, disability, or retirement on or after
the age of 65 of the Optionee, all Options held by the Optionee shall lapse
immediately following the last day that the Optionee is employed by the Company,
or the effective date of the termination of his services to the Company. On the
grant of an Option, the Committee may, in its discretion, extend the time during
which the Option may be exercised after termination of services. Any such option
shall lapse at the end of the period established by the Committee for exercise
after termination of services. The Option may be exercised on such termination
date, subject to any adjustment under Section 7(d) and 13.
(g) DEATH. In the case of death of the Optionee, the
beneficiaries designated by the Optionee shall have one year from the Optionee's
demise or to the end of the Option Period, whichever is earlier, to exercise the
Option; provided, however, the Option may be exercised only for the number of
Shares for which it could have been exercised at the time the Optionee died,
subject to any adjustment under Section 7(b) and 13.
(h) RETIREMENT. If the Optionee retires on or after attaining
age 65, the Option shall lapse at the earlier of the end of the Option Period or
three months after the date of retirement; provided, however, the Option may be
exercised only for the number of Shares for which it could have been exercised
on the retirement date, subject to any adjustment under Section 7(d) and 13.
(i) DISABILITY. In the event of termination of Continuous
Service due to total and permanent disability (within the meaning of Section 422
of the Code), the Option shall lapse at the earlier of the end of the Option
Period or twelve months after the date of such termination; provided, however,
the Option may be exercised only for the number of Shares for which it could
have been exercised at the time the Optionee became disabled, subject to any
adjustment under Sections 7(d) and 13.
8. INCENTIVE STOCK OPTIONS. Any Options intended to qualify as an
Incentive Stock Option shall satisfy the following requirements in addition to
the other requirements of the Plan:
99.1-5
<PAGE>
(a) TEN PERCENT SHAREHOLDERS. An Option intended to qualify as
an Incentive Stock Option granted to an individual who, on the Date of Grant,
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of either the Company or any parent or subsidiary, shall be
granted at a price of 110% of Fair Market Value on the Date of Grant and shall
be exercised only during the five-year period immediately following the Date of
Grant. In calculating stock ownership of any person, the attribution rules of
Section 425(d) of the Code will apply. Furthermore, in calculating stock
ownership, any stock that the individual may purchase under outstanding options
will not be considered.
(b) MAXIMUM OPTION GRANTS. The aggregate Fair Market Value,
determined on the Date of Grant, of stock in the Company exercisable for the
first time by any Optionee during any calendar year, under the Plan and all
other plans of the Company or its parent or Subsidiaries (within the meaning of
Subsection (d) of Section 422 of the Code) in any calendar year shall not exceed
$100,000.00.
(c) EXERCISE OF INCENTIVE STOCK OPTIONS. No disposition of the
shares underlying an Incentive Stock Option may be made within two years from
the Date of Grant nor within one year after the exercise of such Incentive Stock
Option.
9. NONSTATUTORY OPTIONS. Any Option not intended to qualify as an
Incentive Stock Option shall be a Nonstatutory Option. Nonstatutory Options
shall satisfy each of the requirements of Section 6 of the Plan, except the
Nonstatutory Options may be granted at any price at or above $1.50 per Share.
10. METHOD OF EXERCISE. An Option granted under this Plan shall be
deemed exercised when the person entitled to exercise the Option (i) delivers
written notice to the President of the Company of the decision to exercise, (ii)
concurrently tenders to the Company full payment for the Shares to be purchased
pursuant to the exercise, and (iii) complies with such other reasonable
requirements as the Committee establishes pursuant to paragraph 11 of the Plan.
During the lifetime of the Employee to whom an Option is granted, such Option
may be exercised only by him. Payment for Shares with respect to which an Option
is exercised may be in cash, or by certified check, or wholly or partially in
the form of Common Stock having a Fair Market Value equal to the aggregate
Option price. No Person will have the rights of a shareholder with respect to
Shares subject to an Option granted under this Plan until a certificate or
certificates for the Shares have been delivered to him.
An Option granted under this Plan may be exercised in increments of
not less than 10% of the full number of Shares as to which it can be exercised.
A partial exercise of an Option will not effect the holder's right to exercise
the Option from time to time in accordance with this Plan as to the remaining
Shares subject to the Option.
11. TAXES, COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES. The
Company, if necessary or desirable, may pay or withhold the amount of any tax
attributable to any Shares deliverable or amounts payable under this Plan, and
the Company may defer making delivery or payment until it is indemnified to its
satisfaction for the tax. Options are exercisable, and Shares can be delivered
and payments made under this Plan, only in compliance with all applicable
federal and state laws and regulations, including, without limitation, state and
federal securities laws, and the rules of all stock exchanges on which the
Company's stock is listed at any time.
99.1-6
<PAGE>
An Option is exercisable only if either (i) a registration statement pertaining
to the Shares to be issued upon exercise of the Option has been filed with and
declared effective by the Securities and Exchange Commission and remains
effective on the date of exercise, or (ii) an exemption from the registration
requirements of applicable securities laws is available. This Plan does not
require the Company, however, to file such registration statement or to assure
the availability of such exemptions. Any certificate issued to evidence Shares
issued under the Plan may bear such legends and statements, and shall be subject
to such transfer restrictions, as the Committee deems advisable to assure
compliance with federal and state laws and regulations and with the requirements
of Section 11 of the Plan. Each Option may not be exercised, and Shares may not
be issued under this Plan, until the Company has obtained the consent or
approval or every regulatory body, federal or state, having jurisdiction over
such matters as the Committee deems advisable.
Each person who acquires the right to exercise an Option by bequest
or inheritance may be required by the Committee to furnish reasonable evidence
of ownership of the Option as a condition to his exercise of the Option. In
addition, the Committee may require such consents and release of taxing
authorities as the Committee deems advisable.
12. ASSIGNABILITY. An Option granted under this Plan is not transferable
otherwise than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of ERISA,
or the rules thereunder.
13. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
share, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock of the Company occurs, the number and class of
Shares for which Options are authorized to be granted under this Plan, the
number and class of Shares then subject to Options previously granted under this
Plan, and the price per Share payable upon exercise of each Option outstanding
under this Plan shall be equitably adjusted by the Committee to reflect such
changes. To the extent deemed equitable and appropriate by the Board, subject to
any required action by shareholders, in any merger, consolidation,
reorganization, liquidation or dissolution, any Option granted under the Plan
shall pertain to the securities and other property to which a holder of the
number of Shares of stock covered by the Option would have been entitled to
receive in connection with such event.
14. LIABILITY OF THE COMPANY. The Company, its parent and any Subsidiary
that is in existence or hereafter comes into existence shall not be liable to
any person for any tax consequences expected but not realized by an Optionee or
other person due to the exercise of an Option.
15. EXPENSES OF PLAN. The Company shall bear the expenses of
administering the Plan.
16. DURATION OF PLAN. Options may be granted under this Plan only within
10 years from the effective date of this Plan.
17. APPLICABLE LAW. The validity, interpretation, and enforcement of this
Plan are governed in all respects by the laws of Delaware and the United States
of America.
99.1-7
<PAGE>
18. EFFECTIVE DATE. The effective date of this Plan shall be March 23,
1995.
19. SECURITIES LAWS. The Plan and the administration of the Plan are
intended to comply with all applicable conditions of Rule 16b-3 or any successor
regulation or statute adopted under the federal securities laws. To the extent
any provision of the Plan or action by the Board or the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.
99.1-8
