Looking for an agreement? Search from over 1 million agreements now.

Metro Information Services

This is an actual contract by Keane.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
Exhibit 10.6


AMENDED AND RESTATED
1997 STOCK OPTION PLAN


Metro Information Services, Inc., a Virginia corporation and its subsidiaries, whether now existing or formed after the date hereof (the "Corporation"), hereby adopts an amended and restated stock option plan (the "Plan") to attract and retain key employees of the Corporation ("Employees"). This Plan replaces the Corporation's 1997 Incentive Stock Option Plan.


As a reward for the Employees' role in the continued growth and success of the Corporation, the Corporation desires to provide to the Employees the benefits inherent in ownership of the Corporation's common stock. This Plan provides a means whereby the Employees are given an opportunity to purchase shares of the Corporation's voting common stock on the exercise of the options ("Options") granted under this Plan.


This Plan is as follows:


1. Option Stock. The aggregate number of shares that may be issued
------------ pursuant to Options granted under this Plan is 3,000,000 shares of the Common Stock of the Corporation (the "Stock").


2. Employees Eligible to Receive Option. Only key Employees,
------------------------------------ including, without limitation, an Employee who is an officer or director of the Corporation, are eligible to participate in and receive Options under this Plan. For the purposes of this Plan, the term "key employees" shall mean and include all persons who have responsibility in the management, administration or supervision of the business or affairs of the Corporation or who are engaged in the development, sale, marketing, promotion or performance of the services of the Corporation. Directors of the Corporation who are not employees of the Corporation are not eligible to receive Options under this Plan. In determining the Employees to whom Options shall be granted under this Plan and the number of shares of the Stock as to which Options may be granted to an Employee, a committee of the Board of Directors ("Committee") shall consider the duties of the Employees, their present and potential contributions to the success of the business of the Corporation and such other factors as the Committee may deem relevant in furthering the purposes of granting such Options in the interest of the Corporation. An Employee may receive more than one Option under this Plan.


3. Duration of the Stock Option Plan. All Options authorized under
--------------------------------- this Plan must be granted within nine (9) years and eleven (11) months from the date this Plan is adopted by the Committee or by the shareholders of the Corporation, whichever is earlier.


4. Grant of Options. The Committee shall set forth each Option and
---------------- its terms and conditions on a written stock option certificate ("Option Certificate") that shall be duly authorized by the Committee. The Committee shall determine the type or types of Options to be made to each Employee and shall set forth in each Option Certificate the terms, conditions, and limitations applicable to each Option. Options may be granted singly, in combination or in tandem. Options also may be granted in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under any other employee plan of the Corporation, including the plan of any acquired entity. The Option Certificate shall set forth the number of shares of Stock that the Employee may purchase during any calendar year. The Committee, in granting the Option, may, in its sole discretion, include such terms and conditions in the Option Certificate as may be required to make the Option qualify as an incentive stock option, if applicable, under the Code.


5. Incentive Stock Options. Incentive stock options, or substitutes
----------------------- therefor, are options to purchase shares of common stock of the Corporation which, in addition to being subject to applicable terms, conditions, and limitations established by the Committee, comply with Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Incentive stock options shall be evidenced by Option Certificates which shall contain in substance the following terms and conditions:


(a) Option Price. Each Option Certificate shall set forth the
------------ exercise price per share of the stock ("Purchase Price"). The Purchase Price per share of Stock deliverable upon the exercise of an incentive stock option shall not be less than 100% of the fair market value of the stock on the day the incentive stock option is granted, as determined by the Committee; provided, however, that the Purchase Price per share of any Option granted to an Employee who, at the time the Option is granted, is the owner of stock possessing more than ten percent (10%) of the total


combined voting power of all classes of stock of the Corporation, shall not be less than one hundred ten percent (110%) of the fair market value of the Stock on the date that such Option is granted.


(b) Duration of Option. Each Option Certificate, pursuant to
------------------ which incentive stock options are granted, shall state the period or periods of time within which the incentive stock option may be exercised by the Employee, in whole or in part, which shall be such period or periods of time as may be determined by the Committee, provided that the exercise period shall not end later than nine (9) years and eleven (11) months after the date of the grant of the incentive stock option; provided, however, any Option granted to a person who, at the time the Option is granted, is the owner of Stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation, must be exercised no later than four (4) years and eleven (11) months after the date on which the Option is granted. The Committee, in its discretion, may reduce the time specified herein for the exercise of the Option in the Option Certificate, but may not expand on the time specified herein.


(c) Exercise of Incentive Stock Option. Each Option shall be
---------------------------------- exercised, in whole or in part, as to such number of shares of Stock and at such time or times as the Committee shall have d
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |