1 EXHIBIT 10.11 THE CONCOURS GROUP, INC. 2000 DIRECTOR STOCK OPTION PLAN 1.
PURPOSE OF THE PLAN. This 2000 Director Stock Option Plan (the "Plan") is
intended as an incentive to attract and retain as independent nonemployee
directors on the Board of Directors (the "Board") of The Concours Group, ...
THE CONCOURS GROUP, INC.
2000 DIRECTOR STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
This 2000 Director Stock Option Plan (the "Plan") is intended as an
incentive to attract and retain as independent nonemployee directors on the
Board of Directors (the "Board") of The Concours Group, Inc., a Delaware
corporation (the "Company"), persons of training, experience and ability, to
encourage the sense of proprietorship of such persons and to stimulate the
active interests of such persons in the development and financial success of the
Company. It is further intended that options granted pursuant to this Plan (the
"Options") shall constitute nonqualified stock options within the meaning of
Section 83 of the Internal Revenue Code of 1986, as amended ("Code").
2. SHARES AND OPTIONS.
Subject to adjustments in Paragraph 8 hereof, the maximum aggregate
number of shares of Common Stock, $0.01 par value ("Stock"), of the Company
which may be optioned and sold under the Plan (the "Shares") is 125,000 plus an
annual increase to be added on the first day of the Company's fiscal year
beginning in 2002, equal to the lesser of (i) 100,000 shares of Stock, (ii) 1%
of the outstanding shares of Stock on such date or (iii) a lesser amount
determined by the Board. The Shares subject to the Plan shall consist of
unissued shares or previously issued shares reacquired and held by the Company,
or any corporation or entity in which the Company directly or indirectly
controls 50% or more of the total combined voting power of all classes of its
stock having voting power (any such corporation or entity, a "Subsidiary"), and
such number of Shares shall be and hereby is reserved for sale for such purpose.
Any of such Shares that may remain unsold and that are not subject to
outstanding Options at the termination of the Plan shall cease to be reserved
for the purpose of the Plan, but until termination of the Plan the Company shall
at all times reserve a sufficient number of Shares to meet the requirements of
3. FORMULA FOR AUTOMATIC GRANT OF OPTIONS.
(a) Options shall automatically be granted to all persons who
(i) become directors of the Company, first commencing with those individuals who
are directors on the day following the date that the Company files its first
registration statement with the Securities and Exchange Commission (the
"Commission"); and (ii) are not employees of the Company or a Subsidiary, and
(iii) are not eligible, and have not been eligible for at least one year prior
to becoming a nonemployee director of the Company, to receive any award under
any other stock option plan of the Company that is administered by any person
having discretion with respect to the selection of participants and/or the
amount of awards (any person satisfying all three requirements is hereinafter
referred to as a "Director"). Each person to whom an Option is granted under
this Plan, or any successor to the rights of such person under this Plan by
reason of transfer from the original grantee, hereafter shall be referred to as
an "Optionee." Each Option shall be evidenced by an option agreement, in a form
specified by the Compensation
Committee of the Board ("Compensation Committee"), containing terms and
conditions that are not inconsistent with this Plan or applicable laws ("Option
Agreement"). The Compensation Committee may from time to time in granting
Options under the Plan prescribe such other terms and conditions concerning such
Options as it deems appropriate, including, without limitation, relating an
Option to achievement of specific goals established by the Compensation
Committee provided, that such terms and conditions are not more favorable to an
Optionee than those expressly permitted herein. The Options automatically
granted to Directors under this Plan shall be in addition to regular director's
fees or other benefits, if any, with respect to any Director's position with the
Company or its Subsidiaries. Neither the Plan nor any Option granted under the
Plan shall confer upon any person any right to continue to serve as a Director.
(b) Subject to Section 3(c) below, on the date (any such date,
an "Eligibility Date") on which an individual first becomes a Director for
purposes of this Plan, such Director shall automatically receive an Option with
respect to 15,000 Shares. Thereafter, each individual who is a Director on the
date after any subsequent annual meeting of stockholders of the Company
occurring more than eleven (11) months after his or her Eligibility Date (any
such date, an "Option Date"), on the day following such annual meeting shall
automatically receive an Option with respect to 5,000 Shares, subject to the
Option Maximum set forth in Section 3(c) below. Options automatically granted
pursuant to this Section 3(b) are exercisable in installments as provided in
Section 6(a) below.
(c) Notwithstanding any provision herein to the contrary, no
Director shall be automatically granted any Option under this Plan which, if
considered together with all other outstanding and unexercised options granted
by the Company hereunder ("Outstanding Options"), would entitle such Director to
purchase more than 65,000 shares of the Company's common stock ("Option
Maximum"); provided, however, that Directors may be granted options under other
plans or outside of any option plan and such options shall not count towards the
Option Maximum. On any Eligibility Date or Option Date on which the automatic
grant of Options pursuant to Section 3(b) above would exceed the Option Maximum
for a Director, the number of Shares in respect of which Options shall be
automatically granted hereunder shall be reduced (or eliminated) so that the
Director's shares of all Company stock covered by Outstanding Options shall not
exceed the Option Maximum. In the event that any such Director subsequently
exercises any of his or her Outstanding Options to purchase shares of the
Company's stock, the shares purchased thereby shall no longer be considered to
be Outstanding Options for purposes of the Option Maximum.
4. OPTION PRICE.
(a) Each Option shall have an exercise price for the related
Shares that is equal to the fair market value of such Shares (determined as set
forth in Section 4(b) below) on the date the Option is granted.
(b) The fair market value of a Share on a particular date
("Fair Market Value") shall be (i) the highest closing price of the Stock on any
established national exchange or exchanges or, if no sale of Stock is made on
such day, the next preceding day on which there was a sale of such stock, or
(ii) if the Stock is not listed on an established stock exchange, the mean
between the closing high bid and low asked quotations of the Stock in the New
York over-the-counter market as reported
by the National Association of Securities Dealers, Inc. for such date, or (iii)
if the Stock is not listed, the fair market value as determined in good faith by
5. OPTION PERIOD.
The Options granted under this Plan shall be for a term of ten
(10) years from the date of granting of each Option.
6. EXERCISE OF OPTIONS; CERTAIN CONDITIONS TO GRANT.
(a) The original Option for 15,000 shares and all Options
granted subsequent to the original Option shall be exercisable in installments
as provided in the Option Agreement; provided, however, no Option shall be
exercisable prior to the first anniversary date of the date of grant
(hereinafter, "Anniversary Date"). An Option may be exercised as to 33 1/3% of
the Shares covered thereby beginning on the first Anniversary Date; thereafter,
an additional 33 1/3% of Shares subject to the Option shall be exercisable as of
the Anniversary Date in each of the following two years except as otherwise
provided in Sections 6(f) and 9 below. The Compensation Committee may, in its
sole discretion accelerate the date on which any Option may be exercised.
(b) Subject to applicable exercise restrictions set forth
herein, Options may be exercised, in whole or in part, by giving written notice
of exercise to the Company specifying the number of Shares to be purchased. The
notice shall be accompanied by payment in full of the purchase price. Unless
further limited by the Committee in any Option, the exercise price of any Shares
purchased shall be paid by any of the following methods, subject to the
restrictions set forth in Section 6(c) hereof:
(i) in cash, by certified or cashier's check, by money order or by
personal check (if approved by the Board) of an amount equal to the
aggregate purchase price of the Shares to which such exercise relates;
(ii) if acceptable to the Compensation Committee, by delivery of
shares of Stock already owned by the Optionee, which shares, including
any cash tendered therewith, have an aggregate Fair Market Value
(determined as of the date preceding the Company's receipt of the
exercise notice) equal to the aggregate purchase price of the Shares to
which such exercise relates; or
(iii) if acceptable to the Compensation Committee, by delivery to the
Company of an exercise notice that requests the Company to issue to the
Optionee the full number of Shares as to which the Option is then
exercisable, less the number of Shares that have an aggregate Fair
Market Value (determined as of the date preceding the Company's receipt
of the exercise notice) equal to the aggregate purchase price of the
Shares to which such exercise relates.
(c) Notwithstanding the foregoing payment provisions, the
Board may refuse to recognize the method of exercise selected by the Optionee
(other than the method of exercise set forth in Section 6(b)(i)), if, in the
opinion of counsel to the Company, (i) the Optionee is, or within
the six (6) months preceding such exercise was, subject to reporting under
Section 16(a) of the Securities Exchange Act of 1934 (the"Exchange Act"), and
(ii) there is a substantial likelihood that the method of exercise selected by
the Optionee would subject the Optionee to substantial risk of liability under
Section 16 of the Exchange Act.
(d) Notwithstanding any provision herein to the contrary, in
the event a Director is unable to continue as a Director with the Company as a
result of his or her total and permanent "disability" (as defined in Section
22(e)(3) of the Code), he or she may, but only within the period of time 90 days
from the date he or she becomes disabled (but not later than the expiration of
the term of the Option), exercise his or her Option (including any Reload
Option) to the extent he or she was entitled to exercise it at the date of such
termination. To the extent the Optionee was not entitled to exercise the Option
at the date of the termination, or if he or she does not exercise such Option
(which he or she was entitled to exercise) within the time specified herein, the
Option shall terminate.
(e) In the event of the death of an Optionee during his or her
term of service as a Director of the Company, to the extent the Optionee was
entitled to exercise the Option at the time of his or her death the Option may
be exercised within a 90 day period following the date of death (but not later
than the expiration of the term of the Option) by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance.
To the extent the Optionee was not entitled to exercise the Option at the date
of his or her death or if the Optionee's estate or person who acquired the right
to exercise the Option by bequest or inheritance does not exercise such Option
(which it was entitled to exercise) within the time specified herein, the Option
(f) Upon termination of an Optionee's service as a Director of
the Company (for any reason other than death or disability), Options vested and
exercisable shall be immediately exercisable within a 90 day period beginning on
the date of termination of such service and Options not theretofore vested and
exercisable shall be forfeited; provided, however, that if the Company
terminates the Optionee's service as a Director, then the Company in its sole
discretion may accelerate the vesting of one-half of the Shares subject to the
Option that were not theretofore exercisable so that the shares subject to such
accelerated vesting are exercisable within a 90 day period beginning on the date
of termination of such service.
The Board may, in its discretion, authorize all or a portion of any
Option to be on terms which permit transfer by the Optionee to (i) a retirement
or pension plan for the benefit of the Optionee, (ii) the spouse, children or
grandchildren of the Optionee ("Immediate Family Members"), (iii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, (iv) a
charitable trust or trusts created or controlled by the Optionee, or (v) a
partnership in which such Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer, (y) the
Option Agreement must be approved by the Board, and the Option Agreement or an
amendment thereto must expressly provide for transferability in a manner
consistent with this Section, and (z) subsequent transfers of transferred
Options shall be prohibited except to a transferee to whom the Optionee could
have transferred the Option pursuant to this Section 7 or by will or the laws of
descent and distribution. Following transfer, any such Options shall continue to
to the same terms and conditions as were applicable immediately prior to
transfer, provided that for all purposes hereof the term "Optionee" shall be
deemed to refer to the transferee.
(a) The existence of the Plan and the Options granted
hereunder shall not affect or restrict in any way the right or power of the
Board or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
the Company's Stock or the rights thereof, the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding.
(b) In the event of any change in capitalization affecting the
Stock of the Company, such as a stock dividend, stock split, recapitalization,
merger, consolidation, split-up, combination, exchange of shares, other form of
reorganization, or any other change affecting the Stock, the Board, in its
discretion, may make proportionate adjustments it deems appropriate to reflect
such change with respect to (i) the maximum number of shares of Stock which may
be sold or awarded to any Optionee under this Plan, (ii) the number of shares of
Stock covered by each outstanding Option, and (iii) the price per share in
respect of the outstanding Options. Notwithstanding the foregoing, the Board may
only increase the aggregate number of shares of Stock for which Options may be
granted under the Plan solely to reflect the change, if any, of the
capitalization of the Company.
9. CHANGE OF CONTROL.
(a) In the event of a Change of Control (as defined in Section
9(b) below) of the Company, and except as the Board may expressly provide
otherwise in resolutions adopted prior to the Change of Control, all Options
then outstanding shall become fully exercisable as of the date of the Change of
Control; provided, however, that no Option which has been outstanding less than
one (1) year on the date of the Change of Control shall be afforded such
(b) A "Change of Control" shall be deemed to have occurred
upon the occurrence of any one (or more) of the following events, other than a
transaction with another person controlled by the Company or its officers and
directors, or a benefit plan or trust established by the Company for its
(i) Any person, including a group as defined in Section 13(d)(3) of
the Exchange Act, becomes the beneficial owner of shares of the Company
with respect to which 40% or more of the total number of votes for the
election of the Board may be cast;
(ii) As a result of, or in connection with, any cash tender offer,
exchange offer, merger or other business combination, sale of assets or
contested election, or combination of the above, persons who were
directors of the Company immediately prior to such event shall cease to
constitute a majority of the Board;
(iii) The stockholders of the Company shall approve an agreement
providing either for a transaction in which the Company will cease to
be an independent publicly owned corporation or for a sale or other
disposition of all or substantially all the assets of the Company; or
(iv) A tender offer or exchange offer is made for shares of the
Company's Stock (other than one made by the Company), and forty percent
(40%) of the Company's outstanding shares of Stock are acquired
10. SECURITIES LAWS RESTRICTIONS.
Whether or not the Options and Shares covered by the Plan have been
registered under the Securities Act of 1933, as amended, each person exercising
an Option under the Plan may be required by the Company to give a representation
in writing that he or she is acquiring Shares for his or her own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof. As a condition of any transfer of the
certificate evidencing Shares, the Board may obtain such other agreements or
undertakings, if any, that it may deem necessary or appropriate to assume
compliance with any provisions of the Plan or any law or regulation.
Certificates for Shares delivered under the Plan may be subject to such
stop-transfer orders and other restrictions as the Board may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Stock is then listed, and
any applicable Federal or state securities laws. The Board may cause a legend or
legends to be put on any such certificates to refer to those restrictions.
11. AMENDMENT, MODIFICATIONS, SUSPENSION OR DISCONTINUANCE OF THIS
(a) Except as set forth in Sections 11(b), 11(c) and 11(d)
below, without stockholder approval the Board may amend, suspend or terminate
the Plan for the purpose of meeting or addressing any changes in legal
requirements or for any other purpose it deems to be in the best interests of
the Company if permitted by law.
(b) Without the approval of the stockholders, the Board may
not make any amendment to the Plan for which stockholder approval is required by
(i) any rules for listed companies promulgated by any national stock exchange on
which the Company's stock is traded or (ii) any other applicable law.
(c) Notwithstanding Sections 11(a) and 11(b) under no
circumstances may the Board amend, alter, discontinue or terminate the Plan so
as to impair the vested rights of Optionees under any Option theretofore granted
under the Plan.
(d) Notwithstanding Sections 11(a) and 11(b), the provisions
in Sections 3(a) and 3(b) regarding eligibility and automatic grants of options
under the Plan shall not be amended more than once every six (6) months, except
for such amendments as may be necessary to comply with applicable provisions of
the Code or the rules and regulations promulgated thereunder.
12. GOVERNMENT REGULATIONS.
The Plan, and the granting and exercise of Options thereunder, and the
obligation of the Company to sell and deliver Shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approval
by any governmental agencies or national securities exchanges as may be
13. COSTS OF PLAN.
All expenses incident to the administration, termination, or protection
of this Plan or any Option, including, but not limited to, legal and accounting
fees, shall be paid by the Company; provided, however, the Company may recover
any and all damages, fees, expenses and costs arising out of any actions taken
by the Company to enforce its rights under this Plan or any Option.
14. GOVERNING LAW.
All questions arising with respect to the provisions of this
Plan shall be determined by application of the laws of the State of Texas except
to the extent Texas law is preempted by federal law.
15. EFFECTIVE DATE.
The Plan shall be effective when approved by a unanimous written
consent of the Company's Board.
(a) If any provision of the Plan is held invalid for any
reason, such holding shall not affect the remaining provisions hereof, but
instead the Plan shall be construed and enforced as if such provision had never
been included in the Plan.
(b) Headings contained in this Agreement are for convenience
only and shall in no manner be construed as part of this Plan.
(c) Any reference to the masculine, feminine, or neuter gender
shall be a reference to such other gender as is appropriate.
17. SECTION 83(b) ELECTION.
If as a result of exercising an Option, an Optionee receives Shares
that are subject to a "substantial risk of forfeiture" and are not
"transferable" as those terms are defined for purposes of Section 83(a) of the
Code, then such Optionee may elect under Section 83(b) of the Code to include in
his gross income, for his taxable year in which the Shares are transferred to
him, the excess of the fair market value of such Shares at the time of transfer
(determined without regard to any restriction other than one which by its terms
will never lapse), over the amount paid for the Shares. If the Optionee makes
the Section 83(b) election described above, the Optionee shall (i) make such
election in a manner that is satisfactory to the Board, (ii) provide the Company
with a copy of such election, (iii) agree to promptly notify the Company if an
Internal Revenue Service or state tax agent, on adult or otherwise, questions
the validity or correctness of such election or of the amount of income
reportable on account of such election, and (iv) agree to such withholding as
the Board may reasonably require.
18. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Compensation
Committee or other committee thereof as appointed by the Board (the
(b) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The determinations and
the interpretation and construction of any provision of the Plan by the
Committee shall be final and conclusive.
(c) Subject to the express provisions of this Plan, the
Committee shall have the authority, in its sole and absolute discretion (i) to
adopt, amend, and rescind administrative and interpretive rules and regulations
relating to this Plan or any Option; (ii) to construe the terms of this Plan or
any Option; (iii) as provided in Section 8, upon certain events to make
appropriate adjustments to the exercise price and number of Shares subject to
this Plan and Option; and (iv) to make all other determinations and perform all
other acts necessary or advisable for administering this Plan, including the
delegation of such ministerial acts and responsibilities as the Committee deems
appropriate. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in this Plan or any Option in the manner and to the
extent it shall deem expedient to carry it into effect, and it shall be the sole
and final judge of such expediency. The Committee shall have full discretion to
make all determinations on the matters referred to in this Section 18(c), and
such determinations shall be final, binding and conclusive.
(a) Neither the members of the Board nor any member of the
Committee shall be liable for any act, omission, or determination taken or made
in good faith with respect to this Plan or any Option, and members of the Board
and the Committee shall, in addition to all other rights of indemnification and
reimbursement, be entitled to indemnification and reimbursement by the Company
in respect of any claim, loss, damage, liability or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is
approved by independent legal counsel selected by the Company, and amounts paid
in satisfaction of a judgment, except a judgment based on a finding of bad
faith) arising from such claim, loss, damage, liability or expense to the full
extent permitted by law and under any directors' and officers' liability or
similar insurance coverage that may from time to time be in effect.
(b) Any issuance or transfer of Shares to an Optionee, or to
his or her legal representative, heir, legatee, distributee, or assign in
accordance with the provisions of this Plan or the applicable Option, shall, to
the extent thereof, be in full satisfaction of all claims of such persons under
the Plan. The Committee may require any Optionee, legal representative, heir,
legatee or distributee as a condition precedent to such payment or issuance or
transfer of Shares, to execute a
release and receipt for such payment or issuance or transfer of Shares in such
form as it shall determine.
(c) Neither the Committee nor the Company guarantees Shares
from loss or depreciation.
(d) Records of the Company shall be conclusive for all
purposes under this Plan or any Option, unless determined by the Committee or
the Board to be incorrect.
(e) The Company shall, upon request or as may be specifically
required under this Plan or any Option, furnish or cause to be furnished all of
the information or documentation that is necessary or required by the Committee
to perform its duties and functions under this Plan or any Option.
(f) The Company assumes no liability to any Optionee or his
legal representatives, heirs, legatees or distributees for any act of, or
failure to act on the part of, the Company, the Committee or the Board.
(g) Any action required of the Company or the Committee
relating to this Plan or any Option shall be by resolution of the Company or
Committee, respectively, or by a person authorized to act by resolution of the
Company or Committee, respectively.
(h) Whenever any notice is required or permitted under this
Plan, such notice must be in writing and personally delivered or sent by mail or
delivery by a nationally recognized courier service. Any notice required or
permitted to be delivered under an Option shall be deemed to be delivered on the
date on which it is personally delivered, or, if mailed, whether actually
received or not, on the third Business Day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address that such person has previously specified by
written notice delivered in accordance with this Section 19(j) or, if by
courier, seventy-two (72) hours after it is sent, addressed as described in this
Section 19(j). The Company or the Optionee may change, at any time and from time
to time, by written notice to the other, the address that it or he had
previously specified for receiving notices. Until changed in accordance with
this Plan, the Company and the Optionee shall specify as its and his address for
receiving notices the address set forth in the Option pertaining to the Shares
to which such notice relates.
(i) Any person entitled to notice under this Plan may waive
(j) The Company shall be entitled to recover from an Optionee
reasonable attorneys' fees incurred in connection with the enforcement of the
terms and provisions of the Plan and any agreement governing any Option, whether
by an action to enforce specific performance, or an action for damages for its
breach or otherwise.
THE CONCOURS GROUP, INC.
Ron Christman, President