KOGER EQUITY, INC.
1996 STOCK OPTION PLAN
Koger Equity, Inc. 1996 Stock Option Plan (the "Plan") is hereby adopted by
the Board of Directors of Koger Equity Inc., (the "Company"), a Florida
corporation on this 19th day of November 1996. The purpose of the Plan is to
provide an incentive to persons of ability to use their best efforts to promote
the interests of the Company by granting stock options to certain key employees
of the Company and its subsidiaries who will have an opportunity to participate
in the increased value of the Company which their efforts, initiative, and skill
will help to produce. The stock options granted under this Plan are not intended
to qualify as incentive stock options within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), and accordingly shall
not be treated as such.
(a) The Plan shall be administered by a Committee (the "Committee") of the
Board of Directors of the Company (the "Board") as such Committee may be
constituted from time to time. The Committee shall consist of at least two (2)
members of the Board selected by the Board, all of whom shall be Non-Employee
Directors within the meaning of Rule 16b-3(b)(3)(i) as promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) A majority of the members of the Committee shall determine those
employees of the Company who shall be granted stock options under the Plan.
(c) A majority of the members of the Committee shall constitute a quorum.
All determinations of the Committee shall be made by a majority of its members.
Any decision or determination reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it has been made by a
majority vote at a meeting duly called and held.
(d) Subject to the express provisions of the Plan, the Committee shall have
complete authority to interpret the Plan, to grant stock options (the "Options")
to prescribe, amend and rescind rules and regulations relating to the Plan, to
make all other determinations necessary or advisable for the administration of
the Plan and to discontinue the Plan. The transactions contemplated by the Plan
are intended to qualify for the exemption provided in Rule 16b-3 as promulgated
under the Exchange Act, as amended. The Committee may from time to time make
amendments to the Plan as it, in its sole discretion, determines are necessary
in order to preserve such exemption under such rule or other similar rule which
might be in effect. The determinations of the Committee on the matters referred
to in this Section 2 shall be final, binding, and conclusive.
3. ELIGIBLE PARTICIPANTS AND SHARES SUBJECT TO PLAN
Options may be granted by the Company, by action of the Committee, from
time to time to certain key employees of the Company and its affiliates (the
"Participants") to purchase up to an aggregate of 650,000 shares of common stock
($.01 par value) of the Company (the "Common Stock"), and such amount of shares
shall be reserved for Options granted under the Plan (subject to adjustment as
provided in Section 5(e)).
Upon the expiration or terminations of any Option granted under the Plan
which has not been fully exercised, the number of shares subject to such Option
which have not been exercised shall become available for future grants under the
Plan. The shares of Common Stock issued upon exercise of Options granted under
the Plan may be authorized and unissued shares or previously issued shares
reacquired and held by the Company.
4. GRANT OF OPTIONS
Subject to the provisions of the Plan, the Committee shall in its sole
discretion: (a) determine and designate from time to time those Participants to
whom Options are to be granted, (b) determine the number of shares of Common
Stock subject to each Option, (c) determine the time when and the manner in, and
the conditions under, which each Option shall be exercisable, and (d) if the
shares of Common Stock issued upon the exercise of each Option are not
registered under the Securities Act of 1933, as amended, determine the time when
Common Stock issued by the Company pursuant to the exercise of an Option may be
sold by the Participant; provided, however, no Option shall be granted after the
expiration of ten (10) years from the effective date of the Plan specified in
Section 8 below.
5. TERMS AND CONDITIONS OF OPTIONS
Each Option granted under the Plan shall be evidenced by a written
agreement, in a form approved by the Committee. Such agreement shall specify the
number of shares of Common Stock subject to the Option and shall be subject to
the following express terms and conditions and to such other terms and
conditions as the Committee may deem appropriate:
(a) Option Price
The Option price per share of the Common Stock of the Company shall be
determined by the Committee at the time the Option is granted; provided,
however, that in no event shall such Option price per share be less than 100% of
the fair market value of one share of Common Stock on the date of the grant of
the Options. The term "fair market value" shall mean the closing price at which
shares of Common Stock of the Company shall have been traded as reported by the
American Stock Exchange composite transaction listing (or other standard daily
index or trading on such exchange) or, if the Common Stock of the Company is not
so listed, any other stock exchange on which the Company's shares are tradable
on the date of grant of such Option. In the event that any Option shall be
granted on a date on which there were no such sales of such stock on such
exchange, the fair market value of such stock on such date shall be determined
by the Committee. Unless the Committee shall by resolution otherwise expressly
provide, the date upon which the Committee acts to grant an Option for all
purposes of this Plan, shall be deemed the date on which such Option is granted.
From and after such date the Participant to whom such Option is granted shall
have all rights of an Option holder as provided in this Plan, without regard to
the date upon which a formal written agreement evidencing the grant shall be
executed and delivered.
(b) Exercise of Option; Payment of Purchase Price Upon Exercise
(i) An Option granted under the Plan shall not be exercised prior to six
(6) months after the Date of Grant and thereafter shall become exercisable, in
whole or in part in accordance with the terms of the Option. Subject to Sections
5(d) and 5(e) below, the Option shall terminate ten (10) years after the date of
grant, or such earlier date as provided in the Plan or the stock option
(ii) In the event a Participant dies or becomes totally disabled, at any
time after having been granted an Option, the Options granted to the Participant
shall immediately become fully exercisable by the Participant's estate or heirs
in the case of death for the time period specified in Section 5(d)(i)(A) below
and by the Participant or the Participant's legal guardian in the case of total
disability for the time period specified in the first paragraph of Section
(iii) A Participant shall exercise an Option by written notice to the
Company, which notice shall specify the number of shares to be purchased and the
date of exercise (the "Date of Exercise"), which shall be not more than seven
(7) days after the date of the mailing of such notice. On or before the Date of
Exercise, the Participant shall deliver to the Company, at the office designated
in the stock option agreement, a certified, cashier's or such other check,
acceptable to the Company, cash or Common Stock previously acquired at least six
(6) months prior to the Date of Exercise and currently owned by the Participant
having a total fair market value, as determined as aforesaid, by the Committee,
equal to the Option price for such shares, or in combination of cash and Common
Stock having a total fair market value equal to the option price for such
shares. The Participant shall have no rights in the optioned stock until such
payment is made. In the event of any failure to pay for the number of shares
specified in the notice of election by a certified, cashier's or such other
check, acceptable to the Company, cash, previously acquired shares or a
combination of previously acquired shares and cash, the Option shall become
inoperative and lapse as to such number of shares, but shall continue with
respect to any remaining shares subject to the Option as to which notice
exercise has not yet been made.
(iv) Within fifteen (15) days after the Date of Exercise, the Company shall
deliver, or cause to be delivered to the Participant stock certificate(s) for
the number of shares of Common Stock with respect to which the Option is being
exercised, if the Company has received the certification described in Section
5(f) below. Delivery of the shares may be made at the office of the Company or
at the offices of a transfer agent appointed for the transfer of the shares of
Common Stock of the Company as the Company shall determine. Shares shall be
registered in the name of the Participant. A Participant shall not have any of
the rights of a shareholder until the shares are issued as herein provided.
Anything herein to the contrary notwithstanding, if any law or any
regulation of the Securities and Exchange Commission or of any other body having
jurisdiction shall require the Company or the Participant to take any action in
connection with the shares specified in a notice of election before such shares
can be delivered to such Participant, then the date stated therein for the
delivery of the shares shall be postponed until the fifth business day next
following the completion of such action.
(c) Nontransferability of Option
An Option shall not be assigned, pledged, or hypothecated in any way, shall
not be subject to execution and shall not be transferable by a Participant other
than by will or by the laws of descent and distribution.
(d) Termination of Options
(i) Exercise in the event of termination of employment with the Company
or with one of its subsidiaries.
(A) In the event of termination of the employment of the Participant for
any cause, other than death, retirement or total disability of the Participant,
whether by reason of resignation or discharge, this Option shall terminate
immediately; provided, however, with the consent of the Committee, which shall
be a matter of its sole discretion, such Participant (if the Participant shall
voluntarily terminate the Participant's employment with the Company) may; within
the ninety (90) days immediately following such voluntary termination of
employment and subject to the provisions of Section 5(b) above, exercise any
unexercised Option which could have been exercised on the date of such voluntary
(B) This Option shall terminate 12 months from the date of the
Participant's death, provided the Participant at the time of his death was in
the employ of the Company or retired from such employment, either as the result
of age or total disability, as determined by the Company's employee policy
manual, (notwithstanding Section 5(b) above). In such event, the Participant's
personal representative(s) may exercise, to the extent exercisable, any
unexercised Option which the Participant held at the time of the Participant's
death, provided that such exercise must be accomplished pursuant to the terms of
such Option prior to the expiration of such Option as provided by section 5(b)
above and within said twelve-month period after the Participant's death.
(c) Retirement, either as the result of age or total disability as
determined in accordance with the Company's employee policy manual, shall not
cause an early termination of an Option.
(ii) Exercise in the event of the termination of services by the Company or
by one of its subsidiaries.
(A) If one of the employees' services to the Company or one of its
subsidiaries is terminated, any such employees who held outstanding options
granted under this Plan shall have the right, during the period ending thirty
(30) days after such termination to exercise any such Option which, and to the
extent that it, could have been exercised on the date of such termination.
Following such thirty (30) day period, any option held by any employee of the
Company or one of its subsidiaries who is not then an employee of the Company or
one of its subsidiaries shall terminate.
(e) Recapitalization and Reorganization
(i) If any change is made in the stock subject to this Plan by reason of
stock dividends, stock split-up, reverse stock split, or other recapitalization
or reclassification of the Company's Common Stock, appropriate action consistent
with such change shall be taken by the Committee as to the number of shares and
price per share of the stock subject to this Plan or to any Option granted
hereunder in order to prevent substantial dilution or enlargement of the rights
granted to, or available for, Participants in the Plan.
(ii) In the case of a reorganization, consolidation, spin-off, merger or
other similar corporate transaction affecting the Common Stock of the Company,
the Company and the spun-off corporation or the surviving corporation, as the
case may be, shall assume without cost to any Participant all Options
outstanding under this Plan or issue equivalent new Options based upon
consideration distributed in the transaction to shareholders of the Company in
respect of the Common Stock and the Board shall take any appropriate action
required to effectuate the intent of this Section 5(e)(ii).
(iii) Notwithstanding the foregoing, all such Options may be canceled by
the Company as of the effective date of any such reorganization, merger,
consolidation or spin-off or of any dissolution or liquidation of the Company by
action of the Committee, by giving notice to each Participant or his or her
personal representative(s) or legal guardian(s) of its intention to do so and by
permitting, during the permitting, during the thirty (30) day period next
preceding the effective date of any such event, the exercise, in whole or in
part, of each Option outstanding under the Plan, without regard to any
installment provisions or conditions contained in the Option, but subject to any
other limitation on the exercise of such Option in effect on the Date of
Exercise. Appropriate action shall be taken by the Committee as to the number of
shares and price per share of the Common Stock subject to this Plan or to any
Option granted hereunder in order to prevent substantial dilution or enlargement
or the rights granted to, or available for, Participants in the Plan.
(iv) The Committee may make such additional adjustments in the price and
number of shares subject to Options as it deems appropriate to prevent dilution
on account of any issuance of shares of the Company's Common Stock in a merger
or similar corporate transaction.
(f) Securities Registration
Prior to the delivery of a certificate(s) representing the shares specified
on any notice of election to exercise any Option, the Participant or the
Participant's personal representative(s) or legal guardian(s) shall certify to
the Company in such form as it shall require that such Participant or personal
representative(s) or legal guardian(s) will receive and hold such shares for
investment and not with a view to resale or distribution thereof to the public,
if, in the opinion of the counsel of the Company, such certification is
necessary or desirable to comply with federal and/or state securities laws.
The Company shall not be required, upon the exercise of any Option, to
issue or deliver any shares of stock prior to (a) the authorization of such
shares for listing on any stock exchange on which the Company's Common Stock may
then be listed, and (b) the completion of such registration or other
qualification as the Company shall determine to be necessary or desirable. The
Company may at any time prepare and file, at its own expense and without the
consent of any Participant, a registration statement under the Securities Act of
1933, as amended, or any similar or superseding statute or statutes as then in
effect, with respect to all or any shares reserved for or transferred under this
Plan, either separately or together with other Common Stock or securities of the
Company. In such event, any Participant or personal representative(s) or legal
guardian(s) who shall have given the certification referred to in the first
sentence of this Section shall be determined to be released therefrom upon the
effective date of such registration statement. Nothing in this Plan shall give
any Participant the right to request the Company to prepare or file such a
registration statement at any time.
With respect to any amount, a Participant must recognize as compensation
for income tax purposes in connection with the exercise of an Option, the
Company or its subsidiaries, as the case may be, will file the necessary payroll
tax returns to governmental agencies, to remit timely to such agencies the
necessary minimum payroll taxes and employee withholding taxes, and to file
timely the required calendar year-end payroll information returns to the
applicable governmental agencies and the Participant. The Participant must agree
to provide the Company in a timely manner the funds necessary to meet the
minimum withholding requirements (including FICA and federal, state or local
income taxes or other taxes with respect to the Option) of the applicable
governmental agencies at the time(s) such taxes must be paid, as determined by
(h) No Rights to Continued Employment
The Plan and any Option granted under the Plan shall not confer upon any
Participant the right to continue in the employ of the Company or any of its
subsidiaries solely by reason of the grant, acceptance or exercise of any Option
nor shall it interfere in any way with the right of the Company or any of its
subsidiaries to terminate the Participant's employment at any time.
(i) Shareholder's Rights
No Participant shall have any rights of a shareholder by virtue of the
grant of an Option except with respect to shares actually issued to him and the
issuance of shares shall confer no retroactive right to dividends or other
6. COMPLIANCE WITH OTHER LAWS AND REGULATIONS
The Plan, the grant and exercise of Options thereunder and the obligations
of the Company to sell and deliver shares under such Options, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government, regulatory agency or stock exchange as may be
7. AMENDMENT OR TERMINATION OF THE PLAN
The Committee may amend, suspend, or terminate this Plan at any time,
provided however, that no unexercised Option granted under this Plan may be
altered or canceled, except in accordance with its terms or as provided herein,
without the written consent of the Participant to whom such Option was granted,
and provided further that no amendment may change (except as provided in Section
5(e) above) the aggregate number of shares or Option price per share with
respect to shares which may be issued under the Plan or the Participants
eligible to receive Options as provided in the Plan.
8. EFFECTIVE DATE
The Plan became effective on November 19, 1996, with approval thereof by
the Company's Board of Directors and the Plan shall be deemed to be adopted on
the date of such meeting.
No Option shall be granted hereunder after the expiration of ten (10) years
from the effective date of the Plan.