EXHIBIT (d)(4)
NON-QUALIFIED 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
1998 Omnibus 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 as to all or any of the
shares then purchasable hereunder as follows: During the 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 exercisable as to an additional __________
shares.
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 in 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. The Option may be
exercised only to the extent exercisable as of the date of
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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 split-up,
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 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 Option shall terminate upon the consummation of the
transaction. However, the acceleration of the time of exercise of the Option and
the termination of the Option, 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 or the Nasdaq National Market 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
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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 from 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 laws is not required.
This Option is issued under the provisions of the Company's 1998
Omnibus 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.
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.
IN WITNESS WHEREOF, this Option has been executed by the undersigned
duly authorized officer of the Company.
Dated: _________________
THE SOURCE INFORMATION
MANAGEMENT COMPANY
(SEAL)
By:_____________________________________
Title:__________________________________
ACCEPTED:
Option Holder
_________________________________
Employee
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