1995 Non-employee Director Stock Plan

AlphaNet Solutions, Inc.


1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


1. Purpose. This Non-Qualified Stock Option Plan, to be known as the 1995 Non-Employee Director Stock Option Plan (the "Plan"), is intended to promote the interests of AlphaNet Solutions, Inc. (the "Company") by providing an inducement to obtain and retain the services of qualified persons who are not employees or officers of the Company to serve as members of its Board of Directors (the "Board"), each such person hereinafter referred to as a "Non-Employee Director."


2. Available Shares. The total number of shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock") for which options may be granted under the Plan shall not exceed 100,000 shares, subject to adjustment in accordance with Section 10 of the Plan. Shares subject to the Plan are authorized but unissued shares, or shares that were once issued and subsequently reacquired by the Company. If any options granted under the Plan are surrendered before exercise or lapse without exercise, in whole or in part, the shares reserved therefor shall continue to be available under the Plan.


3. Administration. The Plan shall be administered by the Board or by a committee appointed by the Board (the "Committee"). In the event the Board fails to appoint or refrains from appointing a Committee, the Board shall have all power and authority to administer the Plan. In such event, the word "Committee" wherever used herein shall be deemed to mean the Board. The Committee shall, subject to the provisions of the Plan, have the power to construe the Plan, to determine all questions hereunder, and to adopt and amend such rules and regulations for the administration of the Plan, as it may deem desirable. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.


4. Automatic Grant of Options. Subject to the availability of shares under the Plan:


(a) each Non-Employee Director who is a member of the Board on the effective date of the Company's initial public offering (the "IPO") shall be automatically granted on the effective date of the IPO, without further action by the Board, an option to purchase 20,000 shares of the Common Stock; and


(b) each Non-Employee Director who first becomes a member of the Board after the IPO shall be automatically granted, on the date such person becomes a member of the Board, an option to purchase 20,000 shares of the Common Stock.


The term "Grant Date" as used hereinafter shall mean, in the case of a grant under Section 4(a), the effective date of the IPO, or, in the case of a grant under Section 4(b), the date the optionee becomes a member of the Board. 2
The options to be granted under this Section 4 shall be the only options ever to be granted at any such time to such member under the Plan.


5. Option Price. The purchase price of the stock covered by an option granted pursuant to the Plan shall be 100% of the fair market value of such shares on the Grant Date. The option price will be subject to adjustment in accordance with the provisions of Section 10 of the Plan. For purposes of the Plan, "fair market value" shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such option is granted and shall mean (i) the average (on that date) of the high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market, if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market. The "fair market value" of the stock issuable upon exercise of an option granted pursuant to Section 4(a) hereof shall be deemed to be equal to the initial public offering price per share.


6. Period of Option. Unless sooner terminated in accordance with the provisions of Section 8 of the Plan, an option granted hereunder shall expire on the date which is ten (10) years after the Grant Date.


7. (a) Vesting of Shares and Non-Transferability of Options. Options granted under the Plan shall not be exercisable until they become vested. Options granted under the Plan shall vest in the optionee and thus become exercisable in accordance with the following schedule, provided that the optionee has continuously served as a member of the Board through such vesting date, and subject also to Subsection (b) of this Section 7:


Percentage of Option Shares for which
Option Will be Exercisable Date of Vesting --------------------------------------------- ---------------

20% One year from Grant Date


40% Two years from Grant Date


60% Three years from Grant Date


80% Four years from Grant Date


100% Five years from Grant Date


The number of shares as to which options may be exercised shall be cumulative, so that once the option shall become exercisable as to any shares it shall continue to be exercisable as to said shares, until expiration or termination of the option as provided in the Plan.


-2- 3
(b) Notwithstanding Subsection (a) of this Section 7, if an optionee attends less than 80% of the Board meetings (whether regular or special) held in any fiscal year (a "Default Year"), then either (i) the optionee shall forfeit his exercise rights with respect to the option installment which vested on the preceding annual vesting date, in proportion to the percentage of Board meetings actually attended by such optionee during the Default Year; or (ii) in the event that the optionee does not own a sufficient number of exercisable options to satisfy the forfeiture obligation described above, the optionee shall forfeit his right to receive the next succeeding annual installment of the option, in proportion to the percentage of Board meetings which the optionee actually attended in the Default Year. By way of illustration, if ...