EXHIBIT (d)(3)
INCENTIVE STOCK OPTION AGREEMENT
(Non-Assignable)
Date: ____________ Option Number: ______
Number of Shares Purchasable: ______
To Purchase Shares of
Common Stock
of
THE SOURCE INFORMATION MANAGEMENT COMPANY
Issued Pursuant to the
1995 Incentive Stock Option Plan (the "Plan")
THIS CERTIFIES THAT ________ (sometimes, "Participant") is hereby granted
the option to purchase, at the option price of $____ per share, all or any part
of the number of fully paid and non-assessable shares set forth above of the
common stock, par value $0.01 per share ("Common Stock"), of The Source
Information Management Company, a Missouri corporation (the "Company"), upon and
subject to the following terms and conditions:
This Option and all rights to purchase shares hereunder shall expire ten
(10) years from the date hereof (the "Expiration Date").
This Option and all rights hereunder shall be non-assignable and
non-transferable, except to the extent that the holder's legatees, personal
representatives or distributees in the event of the holder's death are permitted
to exercise this Option as hereinafter set forth.
Any attempted transfer, assignment, pledge, hypothecation or other
disposition of the Option, except as provided herein or in accordance with the
Plan, shall be null and void and without effect.
As of _________, and prior to its expiration or earlier termination, this
Option shall be exercisable from time to time in cumulative installments as to
all or any of the shares then purchasable hereunder as follows: During the
twelve month period commencing ________ and ending __________, it may be
exercised as to _____% of the shares originally subject hereto; and during each
additional consecutive twelve-month period, it may be exercised as to an
additional ______%; until the third twelve-month period, during which this
Option shall be exercisable as to all the shares subject hereto.
This Option may be exercised from time to time only by delivery to the
Company at its main office (attention of the Secretary) of a duly signed notice
in writing stating the number of shares of Common Stock with respect to which
the Option is being exercised and the time and
date of delivery thereof, which time and date of delivery shall be during the
normal business hours of the Company on a regular business day not less than
fifteen (15) days after the giving of such notice, unless an earlier date has
been mutually agreed upon; provided, however, that not less than ten (10) shares
may be purchased at any one time unless the number purchased is the total number
then purchasable hereunder; and provided further that this Option may not be
exercised at any time when this Option or the granting or exercise hereof
violates any law or governmental order or regulation. At the time of delivery
specified in such notice, the Company shall, without transfer or issue tax to
the holder (or other person entitled to exercise this Option) transfer and set
aside for the benefit of the holder (or other person entitled to exercise this
Option) a certificate or certificates out of the Company's authorized but
unissued or reacquired shares of Common Stock, as the Company may elect (with
appropriate legend thereon, if deemed necessary by the Company, containing the
representation by the person exercising the Option that the shares purchased
shall be for investment purposes and not with a view to resale or distribution),
against payment of the option price in full for the number of shares purchased.
The purchase price shall be paid by either: (i) cash (including a certified or
bank cashier's check or the equivalent thereof), or (ii) at the discretion of
the Option Committee, as defined in the Plan, by delivering at fair market
value, as determined by the Option Committee (as provided under the Plan),
Company Common Stock already owned by the Participant, or (iii) any combination
of cash and Company Common Stock, to be held by the Company and subsequently
delivered to the holder (or such other person) as hereinafter provided. If the
holder fails to pay for any part of the number of shares specified in such
notice as required, the right to purchase such shares may be terminated by the
Option Committee.
Except as hereinafter provided, no Option may be exercised at any time
unless the holder hereof is an employee of the Company or any of its
subsidiaries.
To the extent that this Option has not been exercised in full prior to
its termination or the Expiration Date, whichever occurs sooner, it shall
terminate and become void and of no effect.
This Option shall not confer upon the holder any right to remain in the
employ of the Company or any subsidiary thereof and shall not confer upon the
holder any rights in the stock of the Company, except to the extent exercised
and a certificate is issued therefor. No adjustment shall be made for dividends
or other rights for which the record date is prior to the date a stock
certificate is issued.
Except as provided in this paragraph, upon termination of the
Participant's employment with the Company or any of its subsidiaries for any
reason, this Option shall terminate. If the employment of the Participant is
terminated by reason of retirement (under normal Company policies), any
outstanding Option or unexercised portion thereof granted to the Participant and
vested as of the date of such termination of employment may be fully exercised
by the Participant, or the Participant's personal representative, executor,
administrator, heirs or devisees, as applicable, at any time, within three
months from the date of termination by reason of retirement. If the employment
of a Participant is terminated by reason of death or disability, any outstanding
Option or unexercised portion thereof which was granted to the Participant and
vested as of the date of such termination of employment may be fully exercised
by the Participant, or the Participant's personal representative, executor,
administrator, heirs or devisees, as applicable, at any time within one year
from the date of termination by reason of death or disability. If the
Participant has not completed five (5) full years of employment with the Company
from the date the Option was granted, the Option may be exercised only to the
extent exercisable as of the date of termination of employment. Notwithstanding
any of the foregoing,
any transfer of employment from the Company to any parent or subsidiary thereof,
or vice versa, shall not be deemed a termination of employment.
In the event that the outstanding shares of Common Stock of the Company
are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation, or in the event that there is a "corporate transaction" as
that term is defined in the Regulations under Section 425 of the Internal
Revenue Code of 1986, as amended (the "Code") by reason of reorganization,
merger, consolidation, recapitalization, reclassification, stock splitup,
spin-off, combination of shares or dividend payable in capital stock, this
Option shall, to the extent that it has not been exercised, entitle the holder
upon the subsequent exercise of this Option to such number and kind of
securities or other property, subject to the terms of the Option, to which the
holder would be entitled had the holder actually owned the shares subject to the
unexercised portion of this Option at the time of the occurrence of such event,
and the aggregate purchase price upon the subsequent exercise of this Option
shall be the same as if the Common Stock of the Company originally optioned were
being purchased as provided herein; provided, however, that each such adjustment
in the number and kind of shares subject to this Option, including any
adjustment in the Option price, shall be made in a such manner as not to
constitute a "modification," as defined in Section 425 of the Code. Any such
adjustment made by the Option Committee shall be conclusive.
Upon the occurrence of: (i) the dissolution or liquidation of the
Company, (ii) a reorganization, merger or consolidation of the Company with one
or more corporations in which the Company is not the surviving corporation,
(iii) a sale of substantially all of the assets of the Company or (iv) the
transfer of more than 80% of the then outstanding Stock of the Company to
another entity or person in a single transaction or series of transactions, the
Board shall accelerate the time in which any outstanding Options granted under
the Plan may be exercised to a time prior to the consummation of the
transaction, and the Plan shall terminate upon the consummation of the
transaction. However, the acceleration of the time of exercise of such Options
and the termination of the Plan, shall not occur if the Board of Directors takes
certain actions as provided in the Plan. In addition, the Board of Directors has
the authority to amend the Plan to require that a successor corporation assume
any outstanding Options.
The Company may postpone the issuance and delivery of shares upon any
exercise of this Option, if necessary, until admission of such shares to listing
on any stock exchange and completion of the registration and qualification of
such shares under any applicable state or federal law, rule or regulation.
The holder hereof shall make such representations and furnish such
information to the Company as may be appropriate to permit the Company to issue
such shares in compliance with the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), or any other applicable law, including state
securities laws. Without limiting the generality of the foregoing, if requested
by the Company, the holder will represent, in form acceptable to the Company,
that the holder is purchasing any shares issued pursuant hereto for investment
purposes and not with a view to resale or distribution. The holder, by
acceptance of this Option, hereby consents to the placing of a restrictive
legend on any stock certificate for shares purchased hereunder, setting forth
the restrictions applicable to the further resale, transfer or other conveyance
thereof without registration under the Securities Act or other applicable law or
the availability of an exemption from registration thereunder and to the placing
of transfer restrictions on the records of the transfer agent for such shares.
In addition, the holder hereof will not thereafter resell, transfer or otherwise
convey any shares purchased hereunder without compliance with one of the
following three conditions: (1) an opinion of the holder's counsel is received
by the Company, in form and
substance satisfactory to counsel for the Company, that registration under the
Securities Act and applicable state securities laws is not required; or (2) such
shares have been registered for sale under the Securities Act and any applicable
state securities laws; or (3) a "no-action" letter is received form the staff of
the Securities and Exchange Commission and from applicable state securities
agencies, based on an opinion of the holder's counsel in form and substance
reasonably satisfactory to counsel for the Company, advising that registration
under the Securities act and state securities law is not required.
This Option is issued under the provisions of the Company's 1995
Incentive Stock Option Plan, the receipt of a copy of which the holder
acknowledges by virtue of the acceptance hereof, and is subject to all the terms
and conditions of the Plan.
This Option is intended to be an "incentive stock option" within the
meaning of Section 422 of the Code.
A determination by the Option Committee of any question which may arise
with respect to the interpretation and construction of the provisions of this
Option or of the Plan shall be final. The Option Committee may authorize and
establish such rules, regulations and revisions thereof, not inconsistent with
the provisions of the Plan, as it may deem advisable.
WITNESS the seal of the Company and the signature of its duly authorized
officer.
Dated:
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THE SOURCE INFORMATION
MANAGEMENT COMPANY
(SEAL)
By:
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Title: CFO and Secretary
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ACCEPTED:
Option Holder
--------------------------------
Employee
