Preview of our top selling Advisory Board Agreement
Landmark Systems - 1996 ADVISORY BOARD AND DIRECTORS STOCK PLAN
LANDMARK SYSTEMS CORPORATION
1996 ADVISORY BOARD AND DIRECTORS
STOCK INCENTIVE PLAN
1. PURPOSE.
The purpose of this Advisory Board and Outside Directors Stock Incentive Plan (this "Plan") is to offer to advisory board members and designated outside directors of LANDMARK SYSTEMS CORPORATION (the "Company") who are not employees of the Company additional incentive and encouragement to remain in the service of the Company by increasing their personal participation in the Company through stock ownership. This Plan provides a means whereby these individuals may acquire shares of the Company's Common Stock pursuant to Nonqualified Options.
2. DEFINITIONS.
"Advisory Board" means the Advisory Board of Directors of the Company.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means the common stock of the Company, $.01 par value per share.
"Effective Date" means December 19, 1996.
"Employee" means any employee of the Company or of any Parent or Subsidiary, including an employee who serves as an officer or director of the Company or of a Parent or Subsidiary.
"Fair Market Value" means the most recent determination of the fair market value of each share of Common Stock made in accordance with Section 7.
"Option" means a stock option granted under this Plan which is not intended to qualify as an incentive stock option under Section 422 of the Code.
"Option Shares" mean the shares of Common Stock purchased by an Optionee upon exercise of an Option.
"Optionee" means an Advisory Board member to whom an Option has been granted.
"Outside Director" means a Board member who is not an Employee of the Company or of any Parent or Subsidiary and who has been designated as a participant in the Plan by the Board. "Parent" means a parent corporation of the Company within the meaning of Section 424(e) of the Code.
"Subsidiary" means a subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.
"Terminating Event" means (i) the consummation of a merger or consolidation of the Company with or into another corporation under circumstances in which the Company is not the surviving corporation (other than circumstances involving a mere change in the identity, form or place of organization of the Company); (ii) the consummation of a sale of more than 50% of the Company's outstanding stock to persons who are not shareholders of the Company on the date of grant of the Option; or (ii) the liquidation or dissolution of the Company.
3. ADMINISTRATION OF THE PLAN.
This Plan will be administered by the Board, which will have the right to delegate any and all of its powers under this Plan to a committee of members of the Board comprised of no fewer than three members (the "Committee"). If the Board appoints a Committee to administer this Plan, in whole or in part, the Committee's determination will not be subject to approval by the Board, and to the extent of such delegation, references in this Plan to the Board shall be deemed to refer to the Committee. The Committee, however, shall report to the Board periodically concerning its administration of the Plan.
The Board will have the authority and discretion to adopt and revise such rules and regulations as it deems necessary for the administration of this Plan. Subject to the terms of this Plan, the Board shall determine the Outside Directors who shall participate in the Plan, the times at which Options will be granted, the option price of the shares subject to each Option, the number of shares subject to each Option, the vesting schedule of Options, the method of payment for shares acquired upon the exercise of Options, or the expiration dates of the Options. In addition, the Board will have the authority, in connection with any Option, to eliminate, restrict, expand or otherwise modify, in such manner as the Board, in its discretion, deems appropriate, the call rights granted under Section 8 of this Plan and the transfer restrictions set forth in Section 9 of this Plan, provided that any modification of such rights are set forth in a written agreement signed by the Company and such Optionee. The Board's actions, including any interpretation or construction of any provisions of this Plan and any Option shall be final, conclusive and binding. No member of the Board shall be liable for any action or determination made in good faith.
4. ELIGIBILITY. All members of the Advisory Board who are not Employees and Outside Directors will be eligible to receive Options. As of the Effective Date (subject to and conditioned upon shareholder approval of this Plan within one year of the Effective Date), each member of the Advisory Board who is not an Employee and each Outside Director shall be granted an Option to purchase the greater of 4,000 shares of Common Stock or the difference between 16,000 shares of Common Stock and the number of shares of Common Stock subject to any option previously granted to such member of the Advisory Board or Outside Director by the Company. Each new member of the Advisory Board and each new Outside Director shall be granted an Option to purchase the greater of 4,000 shares of Common Stock or the difference between 16,000 shares of Common Stock and the number of shares of Common Stock subject to any option previously granted to such Advisory Board member or Outside Director by the Company. As of the date of each annual meeting of the Company beginning with the 1997 annual meeting, each member of the Advisory Board who is not an Employee and each Outside Director who has not previously received a grant during such calendar year shall be granted an Option to purchase 4,000 shares of Common Stock.
5. SHARES OF STOCK SUBJECT TO THE PLAN.
The number of shares which may be issued pursuant to this Plan shall not exceed 200,000 shares of Common Stock, subject to a proportionate adjustment to account for any increase or decrease in the number of issued shares of Common Stock of the Company resulting from any stock split (whether by subdivision or consolidation of shares) or any payment of a share dividend (but only on the Common Stock). Such shares may be authorized and unissued shares or shares previously acquired by the Company and held in its treasury. Any shares subject to an Option which expires for any reason or is terminated unexercised as to such shares, and any Option Shares which are repurchased by the Company, may again be subject to an Option under this Plan.
6. TERMS AND CONDITIONS OF OPTIONS.
A. Option Agreement. Each Option shall be evidenced by a written agreement between the Company and the Optionee (an "Option Agreement"), which sets forth (i) the number of shares subject to the Option; (ii) the exercise price, vesting schedule and expiration date of the Option; (iii) the method of payment on exercise of the Option; and (iv) such additional provisions, not inconsistent with this Plan, as the Board may prescribe.
B. Grant of Options. No Option may be granted after the expiration of ten years from the date this Plan is adopted.
C. Exercise of Options. Optionees may exercise at any time or from time to time all or any portion of a vested Option. An Option shall be exercisable only to the extent it is vested. Options shall vest over of a period of four years as set forth in the Option Agreement.
An Optionee shall exercise an Option by delivering to the Secretary of the Company a written notice signed by the Optionee which states the Optionee's election to exercise the Option and the number of shares of Common Stock the Optionee elects to purchase. The Optionee's notice shall be accompanied by payment of the exercise price. Payment may be (i) in cash, (ii) by exchange of Common Stock having an aggregate Fair Market Value equal to the cash exercise price, or (iii) partly in cash and partly by exchange of Common Stock. Upon completion of the Company's initial public offering of Common Stock, subject to compliance with applicable registration requirements, the Optionee may deliver to the Company (i) irrevocable instructions to deliver directly to a broker the stock certificates representing the Option Shares and (ii) irrevocable instructions to such broker to sell such Option Shares and promptly deliver to the Company the portion of the proceeds equal to the exercise price and any applicable withholding taxes.
The Optionee's right to pay the exercise price by exchange of Common Stock is subject to the following limitations:
(a) the Common Stock being exchanged must have been held by the Optionee for more than one month, and
(b) if the Common Stock being exchanged was acquired upon the Optionee's exercise of an Option, the Common Stock must have been held by the Optionee at least one year, and the Option must have been granted at least six months before the date the Optionee exchanges the Common Stock.
As soon as practicable following payment of the exercise price, the Company will deliver to the Optionee a certificate representing the Option Shares, provided that the Optionee has made appropriate arrangements with the Company for any federal, state or local taxes required to be withheld. An Optionee shall not have any of the rights and privileges of a shareholder of the Company in respect of any of the Option Shares until the Company has delivered the certificate.
D. Exercise Price. The exercise price of each Option shall be at least equal to the Fair Market Value of the Common Stock on the date the Option is granted, provided that the exercise price of any Option is not less than the par value, if any, of the Common Stock.
E. Expiration of Options. Each Option shall expire on the date ten years after the date it is granted, subject to earlier expiration as provided herein. If an Optionee's service as a member of the Advisory Board or Outside Director is terminated for any reason before the expiration date set forth in the Option Agreement, the Option granted under the Option Agreement shall expire on the date the Optionee's service as a member of the Advisory Board or Outside Director is terminated; provided, however, that the portion of the Option which is vested as of the date of such termination of the Optionee's service on the Advisory Board or Board shall be exercisable for a period of sixty days thereafter (or, if service as a member of the Advisory Board or as an Outside Director is terminated due to the Optionee's death or disability, for a period ending no later than (i) the six-month anniversary of the date of termination or (ii) sixty days following the appointment of a personal representative for the Optionee's estate). A member of the Advisory Board who becomes an Outside Director shall not be deemed to have terminated service.
F. Non-Transferability of Options. Options may not be transferred by the Optionee otherwise than by will or the laws of descent and distribution, and each Option shall be exercisable during the Optionee's lifetime only by the Optionee. Upon any attempt to transfer an Option or any interest therein contrary to the provisions of this Plan, or to subject the Option or any interest therein to execution, attachment or similar process, the Option shall immediately terminate and become null and void.
G. Adjustment Provisions. Subject to any required action by the shareholders of the Company, the Board will make a proportionate adjustment in the number of shares of Common Stock covered by each outstanding Option and the exercise price per share to account for any increase or decrease in the number of issued shares of Common Stock of the Company resulting from a stock split (whether by subdivision or consolidation of shares) or any payment of a share dividend (but only on the Common Stock).
In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be Common Stock within the meaning of this Plan.
H. Terminating Event. Notwithstanding the vesting schedule set forth in any Option Agreement, the unvested portions of all Options shall vest, and such Options shall be exercisable in full, immediately prior to the occurrence of a Terminating Event. All Options shall terminate immediately following the occurrence of a Terminating Event. The Company will provide each Optionee with at least fifteen days advance notice of the occurrence of a Terminating Event.
7. VALUATION OF COMMON STOCK.
Prior to the Company's initial public offering, the Fair Market Value of each share of Common Stock will be determined by the Board as of the end of each fiscal year of the Company and, in the Board's discretion, at any other time during any fiscal year. In its discretion, the Board may retain an independent appraiser to assist it in the determination of the Fair Market Value of the Common Stock. In the event the Company completes an initial public offering of its Common Stock, the Fair Market Value shall be the closing price of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or by an established stock exchange on the date on which the Option is granted, provided that if there should be no sales of Common...
View agreement details