1996 Non-employee Option Plan

EXHIBIT 10.3


ABR INFORMATION SERVICES, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(as amended on September 12, 1997)


1. PURPOSE OF PLAN


The purpose of this Plan is to enable ABR Information Services, Inc. (the "Company") and its Subsidiaries to compete successfully in attracting, motivating and retaining Non-Employee Directors with outstanding abilities by making it possible for them to purchase Shares on terms that will give them a direct and continuing interest in the future success of the businesses of the Company and its Subsidiaries and encourage them to remain as directors of the Company or one or more of its Subsidiaries.


2. DEFINITIONS


For purposes of the Plan, except where the context clearly indicates otherwise, the following terms shall have the meanings set forth below:


(a) "Board" means the Board of Directors of the Company.


(b) "Code" means the United States Internal Revenue Code of 1986, as
amended.


(c) "Effective Date" means the date the Plan is adopted by the Board.


(d) "Fair Market Value" means, with respect to a Share, if the Shares
are then listed and traded on a registered national or regional securities
exchange, or quoted on The National Association of Securities Dealers'
Automated Quotation System (including The Nasdaq Stock Market's National
Market), the average closing price of a Share on such exchange or quotation
system for the five trading days immediately preceding the date of grant of
an Option, or, if Fair Market Value is used herein in connection with any
event other than the grant of an Option, then such average closing price
for the ten trading days immediately preceding the date of such event. If
the Shares are not traded on a registered securities exchange or quoted in
such a quotation system, the Board shall determine the Fair Market Value of
a Share.


(e) "Non-Employee Director" shall mean any member of the Company's
Board of Directors who is not an employee of the Company or any Subsidiary.


(f) "Option" means an option granted under this Plan, which Option
shall not be an incentive stock option within the meaning of Section 422 of
the Code, or the corresponding provision of any subsequently enacted tax
statute.


(g) "Optionee" means any person who has been granted an Option which
Option has not expired or been fully exercised or surrendered.


(h) "Plan" means the Company's 1996 Non-Employee Director Stock Option
Plan.


(i) "Rule 16b-3" means Rule 16b-3 promulgated pursuant to Section
16(b) of the Securities Exchange Act of 1934, as amended, or any successor
rule.


(j) "Share" means one share of voting common stock, par value $.01 per
share, of the Company, and such other stock or securities that may be
substituted therefor pursuant to Section 5 hereof.


(k) "Subsidiary" means any "subsidiary corporation" within the meaning
of Section 424(f) of the Code.


3. LIMITS ON OPTIONS


The total number of Shares with respect to which Options may be granted under the Plan shall not exceed in the aggregate 200,000 Shares, subject to adjustment as provided in Section 5 hereof. If any Option


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expires, terminates or is terminated for any reason prior to its exercise in full, the Shares that were subject to the unexercised portion of such Option shall be available for future grants under the Plan.


4. GRANTING AND TERMS OF OPTIONS


(a) On the date on which a Non-Employee Director, other than a Non-Employee Director who is serving as such on the Effective Date, is first elected or appointed as a Non-Employee Director during the existence of the Plan, such Non-Employee Director shall automatically be granted an Option to purchase 5,000 Shares. Each Non-Employee Director as of the Effective Date shall, on the Effective Date, automatically be granted an Option to purchase 5,000 Shares.


(b) Each Non-Employee Director (if he or she continues to serve in such capacity) shall, on the day following the annual meeting of shareholders in each year during the time the Plan is in effect, automatically be granted an Option to purchase 5,000 Shares; provided, however, that a Non-Employee Director who receives, in any year, an Option pursuant to Section 4.(a) hereof shall not be eligible to begin to receive grants pursuant to this Section 4.(b) until the following year.


(c) Notwithstanding the provisions of Section 4.(a) and 4.(b) hereof, Options shall be automatically granted to Non-Employee Directors under the Plan only for so long as the Plan remains in effect and a sufficient number of Shares are available hereunder for the granting of such Options.


(d) The exercise price of each Share subject to an Option shall be equal to 100% of the Fair Market Value of the Shares on the date of grant of such Option.


(e) Options shall not be assignable or transferable by the Optionee other than by will or by the law ...