1999 Non-Employee Director Stock Option Plan - CareerBuilder Inc.
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CAREERBUILDER, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose.
The purpose of this 1999 Non-Employee Director Stock Option Plan
(the "Plan") of CareerBuilder, Inc. (the "Company") is to encourage ownership
in the Company by non-employee directors of the Company whose continued
services are considered essential to the Company's future progress and to
provide them with a further incentive to remain as directors of the Company.
2. Administration.
The Board of Directors shall supervise and administer the Plan.
All questions concerning interpretation of the Plan or any options granted
under it shall be resolved by the Board of Directors and such resolution shall
be final and binding upon all persons having an interest in the Plan. The
Board of Directors may, to the full extent permitted by or consistent with
applicable laws or regulations, delegate any or all of its powers under the
Plan to a committee appointed by the Board of Directors, and if a committee is
so appointed, all references to the Board of Directors in the Plan shall mean
and relate to such committee.
3. Participation in the Plan.
Directors of the Company who are not employees of the Company or
any subsidiary of the Company ("non-employee directors") shall be eligible to
receive options under the Plan.
4. Stock Subject to the Plan.
(a) Subject to adjustment under Section 7, Options may be
made under the Plan for up to an aggregate number of shares of the Company's
Common Stock, par value $0.01 per share ("Common Stock") equal to (i)
____________ less (ii) the sum of (X) the number of shares as to which "Awards"
have previously been made or shares issued under the Company's 1999 Stock
Incentive Plan (the "Omnibus Plan"), as such number shall be reduced to the
extent shares become reavailable for issuance under the Omnibus Plan pursuant
to Section 4(a) thereof, (Y) the number of shares as to which options are then
outstanding under the Company's 1999 Employee Stock Purchase Plan (the
"Purchase Plan") and the number of shares previously sold under the Purchase
Plan and (Z) the number of shares as to which options are then outstanding
under the Company's Stock Option Plan (the "Option Plan") and the number of
shares previously issued upon
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the exercise of options granted under the Option Plan and the number of shares
of restricted or unrestricted stock granted under the Option Plan then
outstanding, as such numbers shall be reduced to the extent shares become
reavailable for issuance under the Option Plan pursuant to its terms.
(b) If any outstanding option under the Plan for any
reason expires or is terminated without having been exercised in full, the
shares covered by the unexercised portion of such option shall again become
available for issuance pursuant to the Plan.
(c) All options granted under the Plan shall be
non-statutory options not entitled to special tax treatment under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
(d) Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.
5. Terms, Conditions and Form of Options.
Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a)(i) Automatic Option Grant Dates. Options shall
automatically be granted to all non-employee directors as follows:
(1) Each non-employee director who is serving
on the Board on the effective date (the
"Effective Date") of the initial public
offering (the "IPO") of the Common Stock
and who continues to serve after the
closing of the IPO (an "IPO Director")
shall be granted an Option to purchase
____ shares of Common Stock as of the
Effective Date.
(2) Each IPO Director who is serving on the
Board at the adjournment of the annual
meeting of the Company held in the year
2000 or at the adjournment of any
subsequent annual meeting shall be
granted an option to purchase ______
shares of Common Stock at the close of
business on the date of each such
adjournment[; provided, however, that no
further grants shall be made after the
non-employee director has
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received five such grants].
(3) Following the IPO, each non-employee
director who is not an IPO Director shall
be granted an Option to purchase ______
shares of Common Stock at the close of
business on the date such non-employee
director is first elected to serve on the
Board.
(4) Following the IPO, each non-employee
director who is not an IPO Director and
who is serving on the Board at the
adjournment of any annual meeting which
begins after the date of his or her
election shall be granted an Option to
purchase ______ shares of Common Stock at
the close of business on the date of each
such adjournment; provided, however, that
no further grants shall be made after the
non-employee director has received five
such grants.
(ii) Periodic Grants of Options. Subject to execution by the
non-employee director of an appropriate option agreement, the Board may grant
additional options to purchase a number of shares to be determined by the Board
in recognition of services provided by a non-employee director in his or her
capacity as a director, provided that such grants are in compliance with the
requirements of Rule 16b-3, as promulgated under the Securities Exchange Act of
1934, as amended from time to time ("Rule 16b-3").
Each date of grant of an option pursuant to this Section 5(a) is hereinafter
referred to as an "Option Grant Date".
(b) Option Exercise Price. The option exercise price per share
for each option granted under the Plan shall equal (i) the closing price on any
national securities exchange on which the Common Stock is listed, (ii) the
closing price of the Common Stock on the Nasdaq National Market or (iii) the
average of the closing bid and asked prices in the over-the-counter market,
whichever is applicable, as published in The Wall Street Journal, on the Option
Grant Date. Notwithstanding the preceding sentence, the option exercise
price per share for each Option granted on the Effective Date shall be the
price per share for which the Common Stock was offered to the public in the
IPO. If no sales of Common Stock were made on the Option Grant Date, the price
of the Common Stock for purposes of clauses (i) and (ii) above shall be the
reported price for the next preceding day on which sales were made.
(c) Transferability of Options. Except as the Board may otherwise
determine
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or provide in an option granted under the Plan, any option granted under the
Plan to an optionee shall not be transferable by the optionee other than by
will or the laws of descent and distribution, and shall be exercisable during
the optionee's lifetime only by the optionee or the optionee's guardian or
legal representative. References to an optionee, to the extent relevant in the
context, shall include references to authorized transferees.
(d) Vesting Period.
(i) General. Each option granted under the Plan pursuant
to Section 5(a)(i) above shall become exercisable on the first anniversary of
the date of grant of such option; provided, however, that the optionee is
serving as a director of the Company on such vesting date (it being understood
that a director whose term expires at an Annual Meeting of Stockholders and who
does not stand for re-election is deemed to be a director on (but not
following) the date of such Annual Meeting for the purposes of this Section 5
if he continues to serve through the date of such Annual Meeting). Each
option granted under the Plan pursuant to Section 5(a)(ii) above shall become
exercisable on such terms as shall be determined by the Board and set forth in
the option agreement with the respective optionee.
(ii) Acceleration Upon Acquisition Event. Notwithstanding
the foregoing, each outstanding option granted under the Plan shall immediately
become exercisable in full upon the occurrence of Change in Control (as defined
in Section 8) with respect to the Company.
(iii) Right to Receive Restricted Stock. Notwithstanding
the provisions of Section 5(d)(i) above, the Board shall have the authority to
grant options (including options granted pursuant to Section 5(a)(i) above)
which are immediately exercisable subject to the Company's right to repurchase
any unvested shares of stock acquired by the optionee on exercise of an option
in the event such optionee's service as a director terminates for any reason.
(e) Termination. Each option shall terminate, and may no longer
be exercised, on the earlier of (i) the date ten years after the Option Grant
Date of such option or (ii) the first anniversary of the date on which the
optionee ceases to serve as a director of the Company.
(f) Exercise Procedure. An option may be exercised only by
written notice to the Company at its principal office accompanied by (i)
payment in cash or by certified or bank check of the full consideration for the
shares as to which they are exercised, (ii) delivery of outstanding shares of
Common Stock (which have been outstanding for at least six months) having a
fair market value on the last business day preceding the date of exercise equal
to the option exercise price, or (iii) an irrevocable undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the
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exercise price or delivery of irrevocable instructions to a creditworthy broker
to deliver promptly to the Company cash or a check sufficient to pay the
exercise price.
(g) Exercise by Representative Following Death of Director. An
optionee, by written notice to the Company, may designate one or more persons
(and from time to time change such designation), including his or her legal
representative, who, by reason of the optionee's death, shall acquire the right
to exercise all or a portion of the option. If the person or persons so
designated wish to exercise any portion of the option, they must do so within
the term of the option as provided herein. Any exercise by a representative
shall be subject to the provisions of the Plan.
6. Limitation of Rights.
(a) No Right to Continue as a Director. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or
implied, that the Company will retain the optionee as a director for any period
of time.
(b) No Stockholders' Rights for Options. An optionee shall have
no rights as a stockholder with respect to the shares covered by his or her
option until the date of the issuance to him or her of a stock certificate
therefor, and no adjustment will be made for dividends or other rights (except
as provided in Section 7) for which the record date is prior to the date such
certificate is issued.
(c) Compliance with Securities Laws. Each option shall be subject
to the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or the disclosure
of non-public information or the satisfaction of any other condition is
necessary as a condition of, or in connection with, the issuance or purchase of
shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or
satisfaction of such condition shall have been effected or obtained on
conditions acceptable to the Board of Directors. Nothing herein shall be
deemed to require the Company to apply for or to obtain such listing,
registration or qualification, or to satisfy such condition.
7. Adjustment Provisions for Mergers, Recapitalizations and Related
Transactions.
If, through or as a result of any merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, or other similar transaction, (i) the outstanding
shares of Common Stock are exchanged for a different number or kind of
securities of the Company or of another entity, or
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(ii) additional shares or new or different shares or other securities of the
Company or of another entity are distributed with respect to such shares of
Common Stock, the Board of Directors shall make an appropriate and
proportionate adjustment in (x) the maximum number and kind of shares reserved
for issuance under the Plan, (y) the number and kind of shares or other
securities subject to then outstanding options under the Plan, and (z) the
price for each share subject to any then outstanding options under the Plan
(without changing the aggregate purchase price for such options), to the end
that each option shall be exercisable, for the same aggregate exercise price,
for such securities as such optionholder would have held immediately following
such event if he had exercised such option immediately prior to such event. No
fractional shares will be issued under the Plan on account of any such
adjustments.
8. A "Change in Control Event" shall mean:
(a) the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership of any capital stock of the
Company if, after such acquisition, such Person beneficially
owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 30% or more of either (x) the then-outstanding
shares of common stock of the Company (the "Outstanding
Company Common Stock") or (y) the combined voting power of the
then-outstanding securities of the Company entitled to vote
generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for
purposes of this subsection (i), the following acquisitions
shall not constitute a Change in Control Event: (A) any
acquisition directly from the Company (excluding an
acquisition pursuant to the exercise, conversion or exchange
of any security exercisable for, convertible into or
exchangeable for common stock or voting securities of the
Company, unless the Person exercising, converting or
exchanging such security acquired such security directly from
the Company or an underwriter or agent of the Company), (B)
any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (C) any acquisition
by any corporation pursuant to a Business Combination (as
defined below) which complies with clauses (x) and (y) of
subsection (iii) of this definition; or
(b) such time as the Continuing Directors (as defined below) do
not constitute a majority of the Board (or, if applicable, the
Board of Directors of a successor corporation to the Company),
where the term "Continuing Director" means at any date a
member of the Board (x) who was a member of the Board on the
date of the initial adoption of this Plan by the Board or (y)
who was nominated or elected subsequent to such date by at
least a
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majority of the directors who were Continuing Directors at
the time of such nomination or election or whose election to
the Board was recommended or endorsed by at least a majority
of the directors who were Continuing Directors at the time of
such nomination or election; provided, however, that there
shall be excluded from this clause (y) any individual whose
initial assumption of office occurred as a result of an actual
or threatened election contest with respect to the election or
removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a
person other than the Board; or
(c) the consummation of a merger, consolidation, reorganization,
recapitalization or statutory share exchange involving the
Company or a sale or other disposition of all or substantially
all of the assets of the Company (a "Business Combination"),
unless, immediately following such Business Combination, each
of the following two conditions is satisfied: (x) all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of
common stock and the combined voting power of the
then-outstanding securities entitled to vote generally in the
election of directors, respectively, of the resulting or
acquiring corporation in such Business Combination (which
shall include, without limitation, a corporation which as a
result of such transaction owns the Company or substantially
all of the Company's assets either directly or through one or
more subsidiaries) (such resulting or acquiring corporation is
referred to herein as the "Acquiring Corporation") in
substantially the same proportions as their ownership of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, respectively, immediately prior to such
Business Combination and (y) no Person (excluding the
Acquiring Corporation or any employee benefit plan (or related
trust) maintained or sponsored by the Company or by the
Acquiring Corporation) beneficially owns, directly or
indirectly, 30% or more of the then-outstanding shares of
common stock of the Acquiring Corporation, or of the combined
voting power of the then-outstanding securities of such
corporation entitled to vote generally in the election of
directors (except to the extent that such ownership existed
prior to the Business Combination).
9. Termination and Amendment of the Plan.
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The Board of Directors may suspend or terminate the Plan or amend it
in any respect whatsoever.
10. Notice.
Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.
11. Governing Law.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the internal laws of the State of Delaware (without regard
to any applicable conflicts of laws or principles).
12. Effective Date.
The Plan shall become effective on the date hereof.
Adopted by the Board of Directors on
April ___, 1999
Approved by the stockholders as of
April ___, 1999
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