MICROS-TO-MAINFRAMES, INC.
2000 LONG-TERM PERFORMANCE PLAN
1. Objectives.
The Micros-to-Mainframes, Inc. 2000 Long-Term Performance Plan
(the "Plan") is designed to attract, motivate and retain
selected employees of, and other individuals providing services
to, Micros-to-Mainframes, Inc. ("MTM" or the "Company"). These
objectives are accomplished by making long-term incentive and
other awards under the Plan, thereby providing Participants with
a proprietary interest in the growth and performance of the
Company.
2. Definitions.
(a) "Awards" - The grant of any form of stock option, stock
appreciation right, stock or cash award, whether granted singly,
in combination or in tandem, to a Participant pursuant to such
terms, conditions, performance requirements, limitations and
restrictions as the Committee may establish in order to fulfill
the objectives of the Plan.
(b) "Award Agreement" - An agreement between the Company and a
Participant that sets forth the terms, conditions, performance
requirements, limitations and restrictions applicable to an
Award.
(c) "Board" - The Board of Directors of Micros-to-Mainframes,
Inc.
(d) "Capital Stock" or "stock" - Authorized and issued or
unissued Capital Stock of the Company, at such par value as may
be established from time to time.
(e) "Code" - The Internal Revenue Code of 1986, as amended from
time to time.
(f) "Committee" - The committee designated by the Board to
administer the Plan.
(g) "Company" - Micros-to-Mainframes, Inc.. and its subsidiaries.
(h) "Fair Market Value" - The average of the high and low prices
of Capital Stock on the Nasdaq National Market or other
principal stock exchange or automated quotation service on which
the Capital Stock is then listed or quoted for the date in
question, provided that, if no sales of Capital Stock were made
on said exchange or automated quotation service on that date,
the average of the high and low prices of Capital Stock as
reported for the most recent preceding day on which sales of
Capital Stock were made on said exchange or quotation service.
(i) "Participant" - An individual to whom an Award has been made
under the Plan. Awards may be made to any employee of, or any
other individual or entity providing services to, the Company.
However, incentive stock options may be granted only to
individuals who are employed by MTM or by a subsidiary
corporation (within the meaning of section 424(f) of the Code)
of MTM, including a subsidiary that becomes such after the
adoption of the Plan.
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(j) "Performance Period" - A multi-year period of no more than
five consecutive calendar years over which one or more of the
performance criteria listed in Section 6 shall be measured
pursuant to the grant of Long-Term Performance Incentive Awards
(whether such Awards take the form of stock, stock units or
equivalents or cash). Performance Periods may overlap one
another, but no two Performance Periods may consist solely of
the same calendar years.
3. Capital Stock Available for Awards.
The number of shares that may be issued under the Plan for
Awards granted wholly or partly in stock during the term of the
Plan is 350,000. Shares of Capital Stock may be made available
from the authorized but unissued shares of the Company or from
shares held in the Company's treasury and not reserved for some
other purpose. For purposes of determining the number of shares
of Capital Stock issued under the Plan, no shares shall be
deemed issued until they are actually delivered to a
Participant, or such other person in accordance with Section 10.
Shares covered by Awards that either wholly or in part are not
earned, or that expire or are forfeited, terminated, canceled,
settled in cash, payable solely in cash or exchanged for other
awards, shall be available for future issuance under Awards.
Further, shares tendered to or withheld by the Company in
connection with the exercise of stock options, or the payment of
tax withholding on any Award, shall also be available for future
issuance under Awards.
4. Administration.
The Plan shall be administered by the Committee, which shall
have full power to select Participants, to interpret the Plan,
to grant waivers of Award restrictions, to continue, accelerate
or suspend exercisability, vesting or payment of an Award and to
adopt such rules, regulations and guidelines for carrying out
the Plan as it may deem necessary or proper. These powers
include, but are not limited to, the adoption of modifications,
amendments, procedures, subplans and the like as necessary to
comply with provisions of the laws and regulations of the
countries in which the Company operates in order to assure the
viability of Awards granted under the Plan and to enable
Participants regardless of where employed to receive advantages
and benefits under the Plan and such laws and regulations.
5. Delegation of Authority.
The Committee may delegate to officers of the Company its
duties, power and authority under the Plan pursuant to such
conditions or limitations as the Committee may establish, except
that only the Committee or the Board may select, and grant
Awards to, Participants who are subject to Section 16 of the
Securities Exchange Act of 1934.
6. Awards.
The Committee shall determine the type or types of Award(s) to
be made to each Participant and shall set forth in the related
Award Agreement the terms, conditions, performance requirements,
and limitations applicable to each Award. Awards may include but
are not limited to those listed in this Section 6. Awards may be
granted singly, in combination or in tandem. Awards may also be
made in combination or in tandem with, in replacement or payment
of, or as alternatives to, grants, rights or compensation earned
under any other plan of the Company, including the plan of any
acquired entity.
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(a) Stock Option - A grant of a right to purchase a specified
number of shares of Capital Stock the exercise price of which
shall be not less than 100% of Fair Market Value on the date of
grant of such right, as determined by the Committee, provided
that, in the case of a stock option granted retroactively in
tandem with or as substitution for another award granted under
any plan of the Company, the exercise price may be the same as
the purchase or designated price of such other award. A stock
option may be in the form of an incentive stock option ("ISO")
which, in addition to being subject to applicable terms,
conditions and limitations established by the Committee,
complies with section 422 of the Code. All of the shares that
may be issued under the Plan are available for issuance under
ISOs granted under the Plan.
(b) Stock Appreciation Right - A right to receive a payment, in
cash and/or Capital Stock, equal in value to the excess of the
Fair Market Value of a specified number of shares of Capital
Stock on the date the stock appreciation right (SAR) is
exercised over the grant price of the SAR, which shall not be
less than 100% of the Fair Market Value on the date of grant of
such SAR, as determined by the Committee, provided that, in the
case of a SAR granted retroactively in tandem with or as
substitution for another award granted under any plan of the
Company, the grant price may be the same as the exercise or
designated price of such other award.
(c) Stock Award - An Award made in stock and denominated in
units of stock.. All or part of any stock award may be subject
to conditions established by the Committee, and set forth in the
Award Agreement, which may include, but are not limited to,
continuous service with Company, achievement of specific
business objectives, increases in specified indices, attaining
growth rates, and other comparable measurements of Company
performance. An Award made in stock or denominated in units of
stock that is subject to restrictions on transfer and/or
forfeiture provisions may be referred to as an Award of
"Restricted Stock," "Restricted Stock Units" or "Long-Term
Performance Incentive" units.
(d) Cash Award - An Award denominated in cash with the eventual
payment amount subject to future service and such other
restrictions and conditions as may be established by the
Committee, and as set forth in the Award Agreement, including,
but not limited to, continuous service with the Company,
achievement of specific business objectives, increases in
specified indices, attaining growth rates, and other comparable
measurements of Company performance.
(e) Performance Criteria under section 162(m) of the Code for
Long-Term Performance Incentive Awards - The performance
criteria for Long-Term Performance Incentive Awards (whether
such Awards take the form of stock, stock units or equivalents
or cash) made to any "covered employee" (as defined by section
162(m) of the Code) shall consist of objective tests based on
one or more of the following: earnings, cash flow, customer
satisfaction, revenues, financial return ratios, market
performance, shareholder return and/or value, operating profits
(including EBITDA), net profits, earnings per share, profit
returns and margins, stock price and working capital.
Performance criteria may be measured solely on a corporate,
subsidiary or business unit basis, or a combination thereof.
Further, performance criteria may reflect absolute entity
performance or a relative comparison of entity performance to
the performance of a peer group of entities or other external
measure of the selected performance criteria. The formula for
any Award may include or exclude items to measure specific
objectives, such as losses from discontinued operations,
extraordinary gains or losses, the cumulative effect of
accounting changes, acquisitions or divestitures, foreign
exchange impacts and any unusual, nonrecurring gain or loss.
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Nothing herein shall preclude the Committee from making any
payments or granting any Awards whether or not such payments or
Awards qualify for tax deductibility under section 162(m) of the
Code.
7. Payment of Awards.
Payment of Awards may be made in the form of cash, stock or
combinations thereof and may include such restrictions as the
Committee shall determine. Further, with Committee approval,
payments may be deferred, either in the form of installments or
as a future lump-sum payment, in accordance with such procedures
as may be established from time to time by the Committee. Any
deferred payment, whether elected by the Participant or
specified by the Award Agreement or the Committee, may require
the payment to be forfeited in accordance with the provisions of
Section 13. Dividends or dividend equivalent rights may be
extended to and made part of any Award denominated in stock or
units of stock, subject to such terms, conditions and
restrictions as the Committee may establish. The Committee may
also establish rules and procedures for the crediting of
interest on deferred cash payments and dividend equivalents for
deferred payments denominated in stock or units of stock. At the
discretion of the Committee, a Participant may be offered an
election to substitute an Award for another Award or Awards of
the same or different type.
8. Stock Option Exercise.
The price at which shares of Capital Stock may be purchased
under a stock option shall be paid in full in cash at the time
of the exercise or, if permitted by the Committee, by means of
tendering Capital Stock or surrendering another Award or any
combination thereof. The Committee shall determine acceptable
methods of tendering Capital Stock or other Awards and may
impose such conditions on the use of Capital Stock or other
Awards to exercise a stock option as it deems appropriate.
9. Tax Withholding.
Prior to the payment or settlement of any Award, the Participant
must pay, or make arrangements acceptable to the Company for the
payment of, any and all federal, state and local tax withholding
and employment taxes that in the opinion of the Company is
required by law. The Company shall have the right to deduct
applicable taxes from any Award payment and withhold, at the
time of delivery or vesting of shares under the Plan, an
appropriate number of shares for payment of taxes required by
law or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for
withholding of such taxes or for payment of employment taxes.
10. Transferability.
No Award shall be transferable or assignable, or payable to or
exercisable by, anyone other than the Participant to whom it was
granted, except (i) by law, will or the laws of descent and
distribution, (ii) as a result of the disability of a
Participant or (iii) that the Committee (in the form of an Award
Agreement or otherwise) may permit transfers of Awards by gift
or otherwise to a member of a Participant's immediate family
and/or trusts whose beneficiaries are members of the
Participant's immediate family, or to such other persons or
entities as may be approved by the Committee. Notwithstanding
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the foregoing, in no event shall ISOs be transferable or
assignable other than by will or by the laws of descent and
distribution.
11. Amendment, Modification, Suspension or Discontinuance of the Plan.
The Board may amend, modify, suspend or terminate the Plan for
the purpose of meeting or addressing any changes in legal
requirements or for any other purpose permitted by law. Subject
to changes in law or other legal requirements that would permit
otherwise, the Plan may not be amended without the consent of
the holders of a majority of the shares of Capital Stock then
outstanding, to (i) increase the aggregate number of shares of
Capital Stock that may be issued under the Plan (except for
adjustments pursuant to Section 14 of the Plan), or (ii) permit
the granting of stock options or SARs with exercise or grant
prices lower than those specified in Section 6.
12. Termination of Employment.
If the employment of a Participant terminates, other than as a
result of the death or disability of a Participant, all
unexercised, deferred and unpaid Awards shall be canceled
immediately, unless the Award Agreement provides otherwise. In
the event of the death of a Participant or in the event a
Participant is deemed by the Company to be disabled and eligible
for benefits under the terms of any long-term disability plan or
policy maintained by the Company, the Participant's estate,
beneficiaries or representative, as the case may be, shall have
the rights and duties of the Participant under the applicable
Award Agreement.
13. Cancellation and Rescission of Awards.
(a) Unless the Award Agreement specifies otherwise, the
Committee may cancel, rescind, suspend, withhold or otherwise
limit or restrict any unexpired, unpaid, or deferred Awards at
any time if the Participant is not in compliance with all
applicable provisions of the Award Agreement and the Plan, or if
the Participant engages in any "Detrimental Activity." For
purposes of this Section 13, "Detrimental Activity" shall
include: (i) the rendering of services for any organization or
engaging directly or indirectly in any business which is or
becomes competitive with the Company, or which organization or
business, or the rendering of services to such organization or
business, is or becomes otherwise prejudicial to or in conflict
with the interests of the Company; (ii) the disclosure to anyone
outside the Company, or the use in other than the Company's
business, without prior written authorization from the Company,
of any confidential information or material relating to the
business of the Company, acquired by the Participant either
during or after employment with the Company; (iii) the failure
or refusal to disclose promptly and to assign to the Company all
right, title and interest in any invention or idea, patentable
or not, made or conceived by the Participant during employment
by the Company, relating in any manner to the actual or
anticipated business, research or development work of the
Company or the failure or refusal to do anything reasonably
necessary to enable the Company to secure a patent where
appropriate in the United States and in other countries; (iv)
activity that results in termination of the Participant's
employment for cause; (v) a violation of any rules, policies,
procedures or guidelines of the Company; (vi) any attempt
directly or indirectly to induce any employee of the Company to
be employed or perform services elsewhere or any attempt
directly or indirectly to solicit the trade or business of any
current or prospective customer, supplier or partner of the
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Company; (vii) the Participant being convicted of, or entering a
guilty plea with respect to, a crime, whether or not connected
with the Company; or (viii) any other conduct or act determined
to be injurious, detrimental or prejudicial to any interest of
the Company.
(b) Upon exercise, payment or delivery pursuant to an Award, the
Participant shall certify in a manner acceptable to the Company
that he or she is in compliance with the terms and conditions of
the Plan. In the event a Participant fails to comply with the
provisions of paragraphs (a)(i)-(viii) of this Section 13 prior
to, or during the six months after, any exercise, payment or
delivery pursuant to an Award, such exercise, payment or
delivery may be rescinded within two years thereafter. In the
event of any such rescission, the Participant shall pay to the
Company the amount of any gain realized or payment received as a
result of the rescinded exercise, payment or delivery, in such
manner and on such terms and conditions as may be required, and
the Company shall be entitled to set-off against the amount of
any such gain any amount owed to the Participant by the Company.
14. Adjustments.
In the event of any change in the outstanding Capital Stock of
the Company by reason of a stock split, stock dividend,
combination or reclassification of shares, recapitalization,
merger, or similar event, the Committee may adjust
proportionately: (a) the number of shares of Capital Stock (i)
available for issuance under the Plan, (ii) available for
issuance under ISOs, (iii) for which Awards may be granted to an
individual Participant set forth in Section 6, and (iv) covered
by outstanding Awards denominated in stock or units of stock;
(b) the exercise and grant prices related to outstanding Awards;
and (c) the appropriate Fair Market Value and other price
determinations for such Awards. In the event of any other change
affecting the Capital Stock or any distribution (other than
normal cash dividends) to holders of Capital Stock, including a
spin-off of the capital stock of a subsidiary, such adjustments
in the number and kind of shares and the exercise, grant and
conversion prices of the affected Awards as may be deemed
equitable by the Committee, including adjustments to avoid
fractional shares, shall be made to give proper effect to such
event. In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or
liquidation, the Company or its successor shall issue or assume
stock options, whether or not in a transaction to which section
424(a) of the Code applies, by means of substitution of new
stock options for previously issued stock options or an
assumption of previously issued stock options. In such event,
the aggregate number of shares of Capital Stock available for
issuance under Awards under Section 3, including the individual
Participant maximums set forth in Section 6 will be increased to
reflect such substitution or assumption.
15. Miscellaneous.
(a) Any notice to the Company required by any of the provisions
of the Plan shall be addressed to the chief financial officer of
the Company in writing, and shall become effective when it is
received.
(b) The Plan shall be unfunded and the Company shall not be
required to establish any special account or fund or to
otherwise segregate or encumber assets to ensure payment of any
Award.
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(c) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements or plans,
subject to shareholder approval if such approval is required,
and such arrangements or plans may be either generally
applicable or applicable only in specific cases.
(d) No Participant shall have any claim or right to be granted
an Award under the Plan and nothing contained in the Plan shall
be deemed or be construed to give any Participant the right to
be retained in the employ of the Company or to interfere with
the right of the Company to discharge any Participant at any
time without regard to the effect such discharge may have upon
the Participant under the Plan. Except to the extent otherwise
provided in any plan or in an Award Agreement, no Award under
the Plan shall be deemed compensation for purposes of computing
benefits or contributions under any other plan of the Company.
(e) Except as may otherwise be required by federal law, the Plan
and each Award Agreement shall be governed by the laws of the
State of New York, excluding any conflicts or choice of law rule
or principle that might otherwise refer construction or
interpretation of the Plan to the substantive law of another
jurisdiction. Unless otherwise provided in the Award Agreement,
recipients of an Award under the Plan are deemed to submit to
the exclusive jurisdiction and venue of the federal or state
courts of New York, County of New York, to resolve any and all
issues that may arise out of or relate to the Plan or any
related Award Agreement.
(f) In the event that a Participant or the Company brings an
action to enforce the terms of the Plan or any Award Agreement
and the Company prevails, the Participant shall pay all costs
and expenses incurred by the Company in connection with that
action, including reasonable attorneys' fees, and all further
costs and fees, including reasonable attorneys' fees incurred by
the Company in connection with collection.
(g) The Committee and any officers to whom it may delegate
authority under Section 5 shall have full power and authority to
interpret the Plan and to make any determinations thereunder,
including determinations under Section 13, and the Committee's
or such officer's determinations shall be binding and
conclusive. Determinations made by the Committee or any such
officer under the Plan need not be uniform and may be made
selectively among individuals, whether or not such individuals
are similarly situated.
(h) If any provision of the Plan is or becomes or is deemed
invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed
amended or limited in scope to conform to applicable laws or, in
the discretion of the Committee, it shall be stricken and the
remainder of the Plan shall remain in full force and effect.
(i) The Plan shall become effective upon adoption by the Board
of Directors of the Company. The Plan shall be subject to
approval by the affirmative vote of the holders of a majority of
the outstanding shares of Capital Stock entitled to vote thereon
within one year before or after adoption of the Plan by the
Board of Directors.
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16. Not a Contract of Employment or for Services.
Nothing contained in the Plan or in any option agreement
executed pursuant hereto shall be deemed to confer upon any
individual to whom an Option is or may be granted hereunder any
right to remain in the employ of the Company or of a subsidiary
or parent of the Company or in any way limit the right of the
Company, or of any parent or subsidiary thereof, to terminate
the employment of any employee.
