INTELIDATA TECHNOLOGIES CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
INTELIDATA TECHNOLOGIES CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
1.01.Administrator means the Corporate Secretary of the Company or his
designee.
1.02.Affiliate means any "subsidiary corporation" or "parent corporation" as
such terms are defined in Section 424 of the Code.
1.03.Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an Option granted to such Participant.
1.04.Award Date means the date of the Company's annual meeting of shareholders
each year beginning in 1997 and thereafter during the term of the Plan.
1.05.Board means the Board of Directors of the Company.
1.06.Code means the Internal Revenue Code of 1986, and any amendments thereto.
1.07.Common Stock means the common stock of the Company.
0.00.Xxxxxxx means InteliData Technologies Corporation.
1.09.Fair Market Value means, on any given date, the current fair market value
of the shares of Common Stock as determined pursuant to subsection (a) or (b)
below.
(a) While the Company is a Non-Public Company, Fair Market Value shall
be determined by the Board using any reasonable method in good faith.
(b) While the Company is a Public Company, Fair Market Value shall be
determined as follows: if the Common Stock is not listed on an established
stock exchange, the Fair Market Value shall be the average reported "closing"
price of shares of Common Stock in the New York
over-the-counter market as reported by the National Association of Securities
Dealers, Inc for the thirty trading days preceding the date of reference. If
the Common Stock is listed on an established stock exchange or exchanges, Fair
market Value shall be the average closing price of shares of Common Stock
reported on that stock exchange or exchanges for the thirty trading days
preceding the date of reference. For purposes of this definition, the term
"Public Company" means a corporation that has sold securities pursuant to an
effective registration statement on Form S-1 filed pursuant to the Securities
Act of 1933, as amended and the term "Non-Public Company" means a corporation
that has never sold securities pursuant to an effective registration statement
on Form S-1 filed pursuant to the Securities Act of 1933, as amended.
1.10.Option means a stock option that entitles the holder to purchase from the
Company a stated number of shares of Common Stock at the price set forth in an
Agreement.
1.11.Participant means a member of the Board who, on the applicable Award
Date, is not an employee of the Company or an Affiliate and who during the
twelve month period preceding the applicable Award Date received less than
$100,000 from the Company or an Affiliate as compensation for consulting
services.
1.12.Plan means the InteliData Technologies Corporation Non-Employee
Directors' Stock Option Plan.
ARTICLE II
PURPOSES
The Plan is intended to promote a greater identity of interest between
the non-employee directors of the Company and the Company's shareholders, and
to assist the Company in attracting and retaining non-employee directors by
affording Participants an opportunity to share in the future success of the
Company and its Affiliates. The Plan is intended to permit the grant of
Options. The proceeds received by the Company from the sale of Common Stock
pursuant to this Plan shall be used for general corporate purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Administrator. The Administrator
shall have complete authority to interpret all provisions of this Plan; to
prescribe the form of Agreements; to adopt, amend, and rescind rules and
regulations pertaining to the administration of this Plan; and to make all
other determinations necessary or advisable for the administration of this
Plan. The express grant in the Plan of any specific power to the
Administrator shall not be construed as limiting any power or authority of the
Administrator. Any decision made, or action taken, by the Administrator in
connection with the administration of this Plan shall be final and conclusive.
The Administrator shall not be liable for any act done in good faith with
respect to this Plan, any Agreement or Option. All expenses of administering
this Plan shall be borne by the Company.
ARTICLE IV
OPTIONS
4.01.Option Grants. Each Participant will be awarded an Option for 6,000
shares of Common Stock on each Award Date.
4.02.Option Price. The price per share for Common Stock purchased on the
exercise of an Option shall be the Fair Market Value on the applicable Award
Date.
4.03.Vesting. A Participant's interest in an Option shall vest i.e., the
Option shall become exercisable, with respect to one-twelfth of the shares of
Common Stock subject to the Option on the first day of each of the twelve
months beginning with the first day of the month following the applicable
Award Date. Notwithstanding the preceding sentence, a Participant's interest
in an Option shall not vest with respect to any additional shares following
the date that he ceases to be a member of the Board for any reason.
4.04.Option Period The period in which an Option may be exercised is the
period beginning on the applicable Award Date and ending on the tenth
anniversary thereof. An Option may not be exercised after the end of such
period.
4.05.Exercise. Subject to the provisions of Article VI, an Option may be
exercised with respect to any number of whole shares of Common Stock for which
the Option has vested in accordance with Section 4.03. In the event of the
Participant's death, the Option may be exercised by the Participant's estate
or by such person or persons who succeed to the Participant's rights by will
or the laws of descent and distribution at any time during the period
preceding the expiration of the Option under Section 4.04, but only with
respect to all or part of the remaining shares that vested in accordance with
Section 4.03. A partial exercise of an
Option shall not affect the right to exercise the Option from time to time in
accordance with this Plan and the applicable Agreement with respect to the
remaining whole shares subject to the Option with respect to which the Option
has vested in accordance with Section 4.03.
4.06.Payment of Option Price. Payment of the Option price shall be made in
cash, a cash equivalent acceptable to the Administrator or by surrender of
shares of Common Stock. The Fair Market Value (determined as of the day
preceding the date of exercise) of any Common Stock surrendered and any cash
or cash equivalent paid in connection with the exercise of an Option must not
be less than the Option price for the number of shares for which the Option is
being exercised.
4.07.Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to shares subject to his or her Option until such
Option is exercised and the option price is received by the Company.
4.08.Stock Subject to Options. Upon the exercise of any Option, the Company
may deliver to the Participant (or the Participant's broker if the Participant
so directs), shares from its previously authorized but unissued Common Stock.
The maximum aggregate number of shares of Common Stock that may be issued
pursuant to the exercise of Options under this Plan is 200,000 shares, subject
to adjustment as provided in Article V.
ARTICLE V
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The number of shares for which Options may be granted under Article IV
(both individually and in the aggregate), and the terms of outstanding Options
shall be adjusted as the Administrator shall determine to be equitably
required in the event that (a) the Company (i) effects one or more stock
dividends, stock split-ups, subdivisions or consolidations of shares or (ii)
engages in a transaction described in Section 424 of the Code or (b) there
occurs any other event which in the judgment of the Administrator necessitates
such action. Any determination made under this Article V by the Administrator
shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or
property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number of shares for which Options may be granted
under Article IV (either individually or in the aggregate), or outstanding
Options.
ARTICLE VI
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, except in
compliance with all applicable federal and state laws and regulations
(including, without limitation where applicable, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel
as to such compliance. Any share certificate issued to evidence Common Stock
for which an Option is exercised may bear such legends and statements as the
Administrator may deem advisable to assure compliance with federal and state
laws and regulations. No Option shall be exercisable, no Common Stock shall
be issued and no certificate for shares shall be delivered until the Company
has obtained such consent or approval as the Administrator may deem advisable
from regulatory bodies having jurisdiction over such matters.
ARTICLE VII
GENERAL PROVISIONS
7.01.Effect on Service. Neither the adoption of this Plan, its operation, nor
any documents describing or referring to this Plan (or any part thereof) shall
confer upon any Participant any right to continue service as a member of the
Board.
7.02.Unfunded Plan. The Plan shall be unfunded and the Company shall not be
required to segregate any asset that may at any time be represented by grants
under this Plan. Any liability of the Company to any person with respect to
any grant under this Plan shall be based solely upon any contractual
obligations that may be created pursuant to this Plan. No such obligation of
the Company shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company or Affiliates.
7.03.Rules of Construction. Headings are given to the articles and sections
of this Plan solely as a convenience to facilitate reference. The reference
to any statute, regulation, or other provision of law shall be construed to
refer to any amendment to or successor of such provision of law.
7.04.Nontransferability. A Participant may not transfer or assign any rights
he or she has under this Plan other than by will or the laws of descent and
distribution. During the lifetime of the Participant to whom an Option is
granted, the Option may be exercised only by the Participant. No right or
interest of a Participant under this Plan shall be liable for, or subject to,
any lien, obligation, or liability of such Participant.
ARTICLE VIII
AMENDMENT AND TERMINATION
The Board may amend or terminate this Plan at any time and from time to
time; provided, however, that no amendment may become effective until
shareholder approval is obtained if the amendment (a) materially increases the
aggregate number of shares of Common Stock that may be issued pursuant to the
Plan, (b) materially increases the benefits accruing to Participants under the
Plan or (c) materially changes the class of individuals who may become
participants. Neither an amendment nor the termination of this Plan shall,
without a Participant's consent, adversely affect any rights of such
Participant under any Option outstanding at the time of such amendment or
termination.
ARTICLE IX
DURATION OF PLAN
Subject to Section 4.08, no Options may be granted under this Plan after
the Award Date in 2006. Options granted on or before that date shall remain
valid in accordance with their terms.
ARTICLE X
EFFECTIVE DATE OF PLAN
This Plan will be effective upon its approval by a majority of the votes
entitled to be cast by the shareholders of the Company, voting either in
person or by proxy, at a duly held shareholders' meeting or by the unanimous
consent of the Company's shareholders.
