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Omnibus Plan [1998]

 

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Title:

Omnibus Plan [1998]

Entities:

Source Interlink Companies Inc.

Date:

2000

Size:

Preview shows 6KB of 23KB total

Price:

$36

ID:

#337054

 

 

► Plans ► Miscellany ► Omnibus Plans
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           THE SOURCE INFORMATION MANAGEMENT COMPANY 1998 OMNIBUS PLAN


ARTICLE I
PURPOSE OF THE PLAN

The Source Information Management Company 1998 Omnibus Plan ("Plan") is intended
to provide additional incentive to certain valued and trusted employees,
officers, and directors of The Source Information Management Company, a Missouri
corporation (the "Company"), by encouraging them to acquire shares of the $0.01
par value Common Stock of the Company (the "Stock") through options to purchase
Stock granted pursuant to the Plan ("Options"), and, in the case of directors,
conversion of their director retainer fees into Stock for payment, thereby
increasing such employees', officers', and directors' interest in the business
of the Company and providing them with an increased personal interest in the
continued success and progress of the Company, the result of which will promote
both the interests of the Company and its shareholders.


ARTICLE II
ADMINISTRATION OF PLAN

2.1 The entire Board of Directors of the Company ("Board") will administer the
Plan.

2.2 The Board shall have the sole power:

(a) subject to the provisions of the Plan, to determine the terms and
conditions of all Options; to construe and interpret the Plan and Options
granted under it; to establish, amend and revoke rules and regulations relating
to the Plan and its administration; to determine the time or times an Option may
be exercised, the number of shares as to which an Option may be exercised at any
one time, to accelerate the time or times at which an Option may be exercised
and increase the number of shares as to which an Option may be exercised at any
one time, and when an Option may terminate; and to correct any defect, supply
any omission, or reconcile any inconsistency in the Plan, or any Option
Agreement, in a manner and to the extent it shall deem necessary, all of which
determinations and interpretations made by the Board shall be conclusive and
binding on all Optionees and on their legal representatives and beneficiaries;
and

(b) to determine all questions of policy and expediency that may arise in the
administration of the Plan and generally exercise such powers and perform such
acts as are deemed necessary or expedient to promote the best interests of the
Company.

2.3 The day-to-day administration of the Plan may be carried out by such
officers and employees of the Company as shall be designated from time to time
by the Board. All expenses and liabilities incurred by the Board in connection
with the administration of the Plan shall be borne by the Company. The Board may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons, and the Board, the Company and the officers and employees of the
Company shall be entitled to rely upon the advice, opinions or valuations of any
such persons. The interpretation and construction by the Board of any provision
of the Plan and any determination by the Board under any provision of the Plan
shall be final and conclusive for all purposes. Neither the Board nor any member
thereof shall be liable for any act, omission, interpretation, construction or
determination made in connection with the Plan in good faith, and the members of
the Board shall be entitled to indemnification and reimbursement by the Company
in respect of any claim, loss, damage or expense (including attorneys' fees)
arising therefrom to the fullest extent permitted by law.


29

{PAGE} 2


ARTICLE III
SHARES SUBJECT TO THE PLAN

Subject to the provisions of Article IX below, the Stock which may be issued
under the Plan shall not exceed in the aggregate 1,850,000 shares, which Stock
may be authorized but unissued Stock or Stock previously issued and outstanding
and reacquired by the Company. If any Options granted under the Plan terminate,
expire or are surrendered without having been exercised in full, the number of
shares of Stock not purchased under such Options shall be available again for
the Plan.


ARTICLE IV
NONQUALIFIED STOCK OPTIONS


4.1 All employees, officers, and directors of the Company shall be eligible to
receive the grant of Options under the Plan. The Board shall determine the
employees, officer and directors to whom Options shall be granted, the time or
times such Options shall be granted, the number of shares to be subject to each
Option and the times when each Option may be exercised. The Board shall seek
information, advice and recommendations from management to assist the Board in
its independent determination as to the persons to whom Options shall be
granted. An employee, officer or director who has been granted an Option (an
"Optionee"), if he or she is otherwise eligible, may be granted additional
Options. Each Optionee shall enter into an agreement with the Company (the

 

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