-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VlOkHcWErtOYfBqEwd4tQgXs8mD3/G0bhS+qnkFLIVNWDP9G8JKN7iDO1bPE4lZz cTQFOpZI6CEQj5BBh4FJxg== 0001036050-97-000504.txt : 19970723 0001036050-97-000504.hdr.sgml : 19970723 ACCESSION NUMBER: 0001036050-97-000504 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970722 EFFECTIVENESS DATE: 19970722 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE EXPRESS INC CENTRAL INDEX KEY: 0000878130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 840978360 STATE OF INCORPORATION: CO FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31755 FILM NUMBER: 97643430 BUSINESS ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 3033732800 MAIL ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 22, 1997. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- Corporate Express, Inc. ----------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Colorado 84-0978360 - ------------------------------ ------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1 Environmental Way Broomfield, Colorado 80021-3416 - ------------------------------ ------------------ (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) Corporate Express, Inc. 1996 Stock Option Plan for Outside Directors Corporate Express, Inc. Supplemental Stock Option Plan Distribution Resources Company Stock Option Plan Computer Software Inc. Incentive Stock Option Plan -------------------------------------------- (FULL TITLE OF THE PLANS) Jirka Rysavy Chief Executive Officer Corporate Express, Inc. 1 Environmental Way Broomfield, Colorado 80021-3416 ------------------------------- (NAME AND ADDRESS OF AGENT FOR SERVICE) (303) 664-2000 -------------- (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) with a copy to: Rhonda R. Cohen, Esquire Ballard Spahr Andrews & Ingersoll 1735 Market Street, 51st Floor Philadelphia, Pennsylvania 19103-7599 (215) 665-8500 CALCULATION OF REGISTRATION FEE -------------------------------
- -------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share(1) Price(1) Fee - -------------------------------------------------------------------------------- Common Stock, par value $.0002 per share 10,721,790(2) $13.59 $145,709,126 $44,154.28 - --------------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(c) and (h), on the basis of the average of the high and low prices of Corporate Express, Inc. Common Stock on July 18, 1997, as reported on the Nasdaq National Market. (2) Such number represents the number of shares of Common Stock initially issuable upon exercise of all options available for grant under the Plan and, pursuant to Rule 416 under the Securities Act of 1933, as amended, such indeterminate number of shares of Common Stock as may be issued from time to time upon exercise of options issued or issuable under the Plans by reason of adjustments to prevent dilution resulting from stock splits, stock dividends and similar transactions as described in the Plans. PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in Part I of this Registration Statement will be given or sent to all individuals who participate in the Corporate Express, Inc. 1996 Stock Option Plan for Outside Directors, the Corporate Express, Inc. Supplemental Stock Option Plan, the Distribution Resources Company Stock Option Plan and the Computer Software Inc. Incentive Stock Option Plan as specified by Rule 428 under the Securities Act of 1933, as amended. PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. ------------------------------------------------ The following documents filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") by Corporate Express, Inc. (the "Company") (File No. 0-24642) are incorporated herein by reference: (i) The Company's Annual Report on Form 10-K for the fiscal year ended March 1, 1997. (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1997. (iii) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A, filed with the Commission on August 4, 1994. All documents subsequently filed by the Company after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be part hereof from the date of filing of such documents. II-1 ITEM 4. DESCRIPTION OF SECURITIES. ------------------------- Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- Section 7-109-101, et seq., of the Colorado Business Corporation Act generally provides that a corporation may indemnify its directors, officers, employees, fiduciaries and agents against liabilities and reasonable expenses incurred in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a "Proceeding"), by reason of being or having been a director, officer, employee, fiduciary or agent of the corporation, if such person acted in good faith and reasonably believed that his conduct, in his official capacity, was in the best interests of the corporation (or, with respect to employee benefit plans, was in the best interests of the participants of the plan), and in all other cases his conduct was at least not opposed to the corporation's best interests. In the case of a criminal proceeding, the director, officer, employee, fiduciary or agent must have had no reasonable cause to believe his conduct was unlawful. Under Colorado law, the corporation may not indemnify a director, officer, employee, fiduciary or agent in connection with a Proceeding by or in the right of the corporation if the director is adjudged liable to the corporation, or in a proceeding in which the director, officer, employee or agent is adjudged liable for an improper personal benefit. The Company's Articles of Amendment and Restatement to the Articles of Incorporation and By-Laws provide that the Company shall indemnify its officers and directors to the full extent permitted by the law. The indemnification provisions in the Company's By-Laws are substantially similar to the provisions of Section 7-109-101, et seq. The Company has entered into agreements to provide indemnification for its directors and certain officers consistent with its Articles of Amendment and Restatement to the Articles of Incorporation and By-Laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ----------------------------------- Not applicable. II-2 ITEM 8. EXHIBITS. -------- 4.1 Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Reg. No. 33-81924) 5.1 Opinion of Ballard Spahr Andrews & Ingersoll 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit 5.1) 24.1 Power of Attorney (included on signature page of Registration Statement) 99.1 Corporate Express, Inc. 1996 Stock Option Plan for Outside Directors 99.2 Corporate Express, Inc. Supplemental Stock Option Plan (the "Supplemental Plan") (Exhibit A to the Supplemental Plan, the 1994 Stock Option and Incentive Plan, is incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended March 1, 1997) 99.3 Distribution Resources Company Stock Option Plan. 99.4 Computer Software Inc. Incentive Stock Option Plan. II-3 ITEM 9. UNDERTAKINGS. ------------ The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) II-4 of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broomfield, State of Colorado, on July 17, 1997. CORPORATE EXPRESS, INC. By /s/ Jirka Rysavy ------------------------------------- Jirka Rysavy, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date ----------- ----- ---- /s/Jirka Rysavy Chairman of the Board July 17, 1997 - ----------------- and Chief Executive Jirka Rysavy Officer (Principal executive officer) /s/ Robert L. King President, Chief July 17, 1997 - -------------------- Operating Officer and Robert L. King Director
II-6 /s/Sam R. Leno Executive Vice President July 17, 1997 - ------------------------- and Chief Financial Sam R. Leno Officer (Principal financial officer) /s/ Joanne C. Farver Vice President and July 17, 1997 - ------------------------- Controller (Principal Joanne C. Farver accounting officer) /s/ Janet A. Hickey Director July 17, 1997 - ------------------------- Janet A. Hickey /s/James P. Argyropoulos Director July 17, 1997 - ------------------------- James P. Argyropoulos /s/ Mo Siegel Director July 17, 1997 - ------------------------- Mo Siegel
II-7 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE - ------ ----------- ---- 4.1 Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Reg. No. 33-81924) 5.1 Opinion of Ballard Spahr Andrews & Ingersoll 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit 5.1) 24.1 Power of Attorney (included on signature page of Registration Statement) 99.1 Corporate Express, Inc. 1996 Stock Option Plan for Outside Directors 99.2 Corporate Express, Inc. Supplemental Stock Option Plan (the "Supplemental Plan") (Exhibit A to the Supplemental Plan, the 1994 Stock Option and Incentive Plan, is incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended March 1, 1997) 99.3 Distribution Resources Company Stock Option Plan 99.4 Computer Software Inc. Incentive Stock Option Plan EX-5.1 2 OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL EXHIBIT 5.1 [Ballard Spahr Andrews & Ingersoll Letterhead Appears Here] July 21, 1997 Corporate Express, Inc. 1 Environmental Way Broomfield, CO 80021 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: We have acted as special counsel to Corporate Express, Inc. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of 10,721,790 shares of common stock of the Company, par value $.0002 per share (the "Shares"), issuable upon the exercise of options granted under the Corporate Express, Inc. 1996 Stock Option Plan for Outside Directors, the Corporate Express, Inc. Supplemental Stock Option Plan, the Distribution Resources Company Stock Option Plan and the Computer Software Inc. Incentive Stock Option Plan (collectively, the "Plans"). In rendering our opinion, we have reviewed such certificates, documents, corporate records and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that the Shares, when issued upon exercise of options granted under the Plans, in accordance with the terms thereof, will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll Ballard Spahr Andrews & Ingersoll EX-23.1 3 CONSENT OF COOPERS & LYBRAND L.L.P. Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Corporate Express, Inc. on Form S-8 (the "Registration Statement") of our report dated April 18, 1997 on our audits of the consolidated financial statements and financial statement schedule of Corporate Express, Inc. as of March 1, 1997 and March 2, 1996, and for the years ended March 1, 1997, March 2, 1996 and February 25, 1995. /s/ Coopers & Lybrand L.L.P. Denver, Colorado July 21, 1997 EX-99.1 4 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS EXHIBIT 99.1 CORPORATE EXPRESS, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS ARTICLE I PURPOSE The purpose of the 1996 Stock Option Plan for Outside Directors (the "Plan") is to enable Corporate Express, Inc. (the "Company") to attract and retain outside directors and to strengthen the mutuality of interests between such directors and the Company's stockholders. ARTICLE II DEFINITIONS For purposes of the Plan, the following terms shall have the following meanings: 2.1 "BOARD" shall mean the Board of Directors of the Company. ----- 2.2 "CHANGE OF CONTROL" shall mean the occurrence of any one of the ----------------- following: (i) the Company enters into an agreement of reorganization, merger or consolidation pursuant to which it is not the surviving corporation, other than a transaction that is accounted for as a pooling of interests, (ii) the Company sells all or substantially all its assets, or (iii) in excess of 50% of the issued and outstanding shares of Common Stock is acquired by a single purchaser or group of related purchasers (other than the Company, a subsidiary of the Company or an employee benefit plan sponsored by the Company or a subsidiary). 2.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended, ---- and rules and regulations under the Internal Revenue Code of 1986, as amended. 2.4 "COMMON STOCK" shall mean the Common Stock, par value $.0002 per ------------ share, of the Company. 2.5 "DISABILITY" shall mean a disability due to any medically ---------- determinable physical or mental impairment that prevents a director from fulfilling his or her duties as a director, as determined in the reasonable judgment of the Board. 2.6 "EFFECTIVE DATE" shall mean the date on which the Plan is -------------- approved by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present, or represented, and entitled to vote at a duly held meeting of the stockholders of the Company. 2.7 "ELIGIBLE DIRECTOR" shall mean any member of the Board who, on ----------------- the date on which Options are to be granted, is not an officer or employee of the Company or any of the Company's subsidiaries, but shall exclude any such member of the Board who advises the Company in writing of his or her desire not to participate in the Plan. 2.8 "FAIR MARKET VALUE" for purposes of the Plan, unless otherwise ----------------- required by the Code, shall mean, as of any date, the average of the high and low sales prices of a share of Common Stock as reported on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or, if not listed or traded on any such exchange, on the Nasdaq Stock Market, or, if not so listed or traded, the fair market value as determined by the Board, which determination shall be conclusive. 2.9 "OPTIONEE" shall mean an individual to whom a Stock Option has -------- been granted under the Plan. 2.10 "STOCK OPTION" or "OPTION" shall mean any option to purchase ------------ ------ shares of Common Stock granted pursuant to Article VI. ARTICLE III ADMINISTRATION 3.1 ADMINISTRATION. The Plan shall be administered and interpreted -------------- by the Board. 3.2 GUIDELINES. Subject to Article VII, the Board shall have the ---------- authority to adopt, alter and repeal administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable; to interpret the terms and provisions of the Plan and any Option granted under the Plan (and any related agreements); and to otherwise supervise the administration of the Plan. The Board may correct any defect, supply any omission, conform the Plan to any change in law or regulation, or reconcile any inconsistency or ambiguity in the Plan or in any Option in the manner and to the extent it shall deem necessary to carry the Plan into effect. Notwithstanding the foregoing, no action of the Board under this Section 3.2 shall impair the rights of any Optionee without such person's consent, unless otherwise required by law. 3.3 DECISIONS FINAL. Any decision, interpretation or other action --------------- made or taken in good faith by the Board in accordance with the Plan shall be final, binding and conclusive on the Company, all members of the Board and their respective heirs, executors, administrators, successors and assigns. 3.4 DELEGATION. The Board may delegate any or all of its ---------- administrative responsibilities under the Plan to officers or employees of the Company. ARTICLE IV SHARE LIMITATION 4.1 SHARES. The maximum aggregate number of shares of Common Stock ------ that may be issued under the Plan shall be 375,000 shares of Common Stock (subject to any increase or decrease pursuant to Section 4.2), which may be either authorized and unissued shares of Common Stock or issued shares of Common Stock that have been reacquired by the Company. If any Option granted under the Plan shall expire, terminate or be cancelled for any reason without having been exercised in full, the number of unpurchased shares shall again be available for the purposes of the Plan. 4.2 CHANGES. In the event of any merger, reorganization, ------- consolidation, recapitalization, dividend (other than a regular cash dividend), stock split, or other change in the capital structure of the Company affecting the Common Stock, such substitution or adjustment shall be made in the maximum aggregate number of shares that may be issued under the Plan, in the number of shares for which Stock Options are to be granted to Eligible Directors pursuant to Section 6.2 and in the number of shares subject to, and the option price of, outstanding Options as may be determined to be appropriate by the Board, in its sole discretion, provided that the number of shares subject to any Option shall always be a whole number. ARTICLE V ELIGIBILITY 5.1 ELIGIBLE DIRECTORS. Only Eligible Directors shall be granted ------------------ Options under the Plan. ARTICLE VI STOCK OPTIONS 6.1 OPTIONS. All Stock Options granted under the Plan shall be non- ------- qualified stock options (i.e., options that do not qualify as incentive stock ---- options under Section 422 of the Code). 6.2 GRANTS. On the Effective Date, each Eligible Director shall ------ automatically be granted Stock Options to purchase 25,000 shares of Common Stock and each Eligible Director who first becomes a member of the Board after the Effective Date shall automatically be granted Stock Options to purchase 25,000 shares of Common Stock on the date of his or her selection or election to the Board. For as long as the Plan remains in effect, each Eligible Director shall also automatically be granted Stock Options to purchase 10,000 shares of Common Stock on each anniversary of the date of such initial grant (beginning on the second such anniversary), provided such person is an Eligible Director on such date. 6.3 TERMS OF OPTIONS. Options granted under the Plan shall be ---------------- subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Board shall, in its discretion, determine: (a) STOCK OPTION CERTIFICATE. Each Stock Option shall be ------------------------ evidenced by, and subject to the terms of, a Stock Option Certificate executed by the Company. The Stock Option Certificate shall specify the number of shares of Common Stock subject to the Stock Option, the option price, the option term, and the other terms and conditions applicable to the Stock Option. (b) OPTION PRICE. The option price per share of Common Stock ------------ purchasable upon exercise of a Stock Option shall be equal to the Fair Market Value of a share of Common Stock on the date the Option is granted. (c) OPTION TERM. The term of each Stock Option shall be ten ----------- years from the date of grant. (d) EXERCISABILITY. Stock Options granted on the Effective Date -------------- or to Eligible Directors upon their first becoming members of the Board shall become exercisable as follows: 40% on the first anniversary of the date of grant, 40% on the second anniversary of the date of grant and 20% on the third anniversary of the date of grant. All other Stock Options granted pursuant to Section 6.2 shall become exercisable as follows: 50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. (e) METHOD OF EXERCISE. Stock Options may be exercised in whole ------------------ or in part at any time during the option term by giving written notice of exercise to the Secretary or Assistant Secretary of the Company, specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the option price and, if requested, by the representation described in Section 9.2. The option price may be paid in cash or by check payable to the Company or in such other form as the Board deems acceptable. Unless otherwise determined by the Board, in its sole discretion, at the time of grant, payment in full or in part may be made in the form of Common Stock owned beneficially and of record by the Optionee (and for which the Optionee has good title free and clear of any liens and encumbrances) or by reduction in the number of shares issuable upon such exercise, based, in either case, on the Fair Market Value of the Common Stock on the exercise date. Upon payment in full of the option price, as provided herein, a stock certificate or stock certificates representing the number of shares of Common Stock to which the Optionee is entitled shall be issued and registered in the name of and delivered to the Optionee. An Optionee shall not be deemed to be the holder of Common Stock, or to have the rights of a holder of Common Stock, with respect to shares subject to the Option, unless and until a stock certificate representing such shares of Common Stock is issued to such Optionee. (f) DEATH. If an Optionee ceases to be a member of the Board by ----- reason of death, one-half of the Optionee's Stock Options that were not exercisable on the date of such Optionee's death shall become immediately exercisable and the legal representative of the Optionee's estate shall be entitled, for a period of 90 days after the date of the Optionee's death or until the expiration of the stated term of the Stock Option, whichever is shorter, to exercise any of the Optionee's Stock Options that were exercisable on the date of death and any Stock Options as to which the exercisability was accelerated pursuant to this subsection (f). (g) DISABILITY. If an Optionee ceases to be a member of the ---------- Board by reason of Disability, one-half of the Optionee's Stock Options that were not exercisable on the date on which the Optionee ceased to be a member of the Board shall become immediately exercisable and the Optionee shall be entitled, for a period of 90 days after such date or until the expiration of the stated term of the Stock Option, whichever is shorter, to exercise any Stock Options that were exercisable on the date on which the Optionee ceases to be a member of the Board and any Stock Options as to which the exercisability was accelerated pursuant to this subsection (g); provided, however, that if the Optionee dies during such 90-day period, any unexercised Stock Options shall thereafter be exercisable by the legal representative of the Optionee's estate, to the extent it was exercisable by the Optionee at the date of death, for a period of 90 days after the date of the Optionee's death or until the expiration of the stated term of the Stock Option, whichever is shorter. (h) OTHER TERMINATION. If an Optionee ceases to be a member of ----------------- the Board by reason of retirement or for any reason other than death or Disability, all Stock Options held by such Optionee shall terminate on the date on which the Optionee ceases to be a member of the Board. (i) CHANGE OF CONTROL. In the event of a Change of Control, ----------------- one-half of all outstanding Stock Options shall immediately become fully exercisable, and upon payment by the Optionee of the option price (and, if requested, delivery of the representation described in Section 9.2), a stock certificate representing the Common Stock covered thereby shall be issued and registered in the name of and delivered to the Optionee as soon as practicable. (j) NON-TRANSFERABILITY OF OPTION. No Stock Option shall be ----------------------------- transferable by an Optionee otherwise than by will or by the laws of descent and distribution, to the extent consistent with the terms of the Plan and the Option, and all Stock Options shall be exercisable, during an Optionee's lifetime, only by the Optionee. ARTICLE VII TERMINATION OR AMENDMENT 7.1 TERMINATION OR AMENDMENT OF THE PLAN. The Board may at any time ------------------------------------ amend, discontinue or terminate the Plan in whole or in part (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article IX); provided, however, that, unless otherwise required by law, the rights of an Optionee with respect to Options granted prior to such amendment, discontinuance or termination, may not be impaired without the consent of such Optionee and, provided further, without the approval of the Company's stockholders, no amendment may be made that would (i) materially increase the aggregate number of shares of Common Stock that may be issued under the Plan (except by operation of Section 4.2); (ii) materially modify the requirements as to eligibility to participate in the Plan; or (iii) materially increase the benefits accruing to participants under the Plan. Notwithstanding the foregoing, the provisions of Articles V and VI may not be amended more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder. 7.2 AMENDMENT OF OPTIONS. The Board may amend the terms of any -------------------- Stock Options, prospectively or retroactively, but, subject to Article IV, no such amendment or other action by the Board shall impair the rights of any Optionee without the Optionee's consent. ARTICLE VIII UNFUNDED PLAN 8.1 UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an ----------------------- "unfunded" plan for incentive compensation. With respect to any payment not yet made to an Optionee by the Company, nothing contained herein shall give any such individual any rights that are greater than those of a general creditor of the Company. ARTICLE IX GENERAL PROVISIONS 9.1 NONASSIGNMENT. Except as otherwise provided in the Plan, ------------- Options granted hereunder and the rights and privileges conferred thereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of such Option, right or privilege contrary to the provisions hereof, or upon the levy of any attachment or similar process thereon, such Option and the rights and privileges conferred thereby shall immediately terminate and the Option shall immediately be forfeited to the Company. 9.2 LEGEND. The Board may require each person purchasing shares ------ upon exercise of an Option to represent to the Company in writing that the Optionee is acquiring the shares for investment only and not for resale or with a view to distribution and to make such other representations as the Board may require. The stock certificates representing such shares may include any legend which the Board deems appropriate to reflect any restrictions on transfer. All certificates representing shares of Common Stock delivered under the Plan shall be subject to such stock 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 Common Stock is then listed or traded or the Nasdaq Stock Market, any applicable Federal or state securities law, and any applicable corporate law, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 9.3 OTHER PLANS. Nothing contained in the Plan shall prevent the ----------- Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. 9.4 NO RIGHT TO CONTINUE RELATIONSHIP. Neither the Plan nor the --------------------------------- grant of any Option under the Plan shall confer upon any person any right to continue as a director of the Company or obligate the Company to nominate any director for reelection by the Company's stockholders. 9.5 LISTING AND OTHER CONDITIONS. ---------------------------- (a) The issuance of any shares of Common Stock upon exercise of an Option shall be conditioned upon such shares being listed on a national securities exchange or on the Nasdaq Stock Market. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option shall be suspended until such listing has been effected. (b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock upon exercise of an Option is or may in the circumstances be unlawful or result in the imposition of a material amount of excise taxes under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act of 1933, as amended, or otherwise with respect to shares of Common Stock, and the right to exercise any Option shall be suspended until, in the opinion of such counsel, such sale or delivery shall be lawful or shall not result in the imposition of a material amount of excise taxes. (c) Upon termination of any period of suspension under this Section 9.5, any Option affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Option. 9.6 GOVERNING LAW. The Plan and actions taken in connection ------------- herewith shall be governed and construed in accordance with the laws of the State of Colorado. 9.7 CONSTRUCTION. Wherever any words are used in the Plan in the ------------ masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. 9.8 LIABILITY OF THE BOARD. No member of the Board nor any employee ---------------------- of the Company or any of its subsidiaries shall be liable for any act or action hereunder, whether of omission or commission, by any other member of the Board or employee or by any agent to whom duties in connection with the administration of the Plan have been delegated or, except in circumstances involving bad faith, gross negligence or fraud, for anything done or omitted to be done by himself. 9.9 COSTS. The Company shall bear all expenses incurred in ----- administering the Plan, including expenses of issuing Common Stock upon the exercise of Options. 9.10 SEVERABILITY. If any part of the Plan shall be determined to be ------------ invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of the Plan which shall continue in full force and effect. 9.11 SUCCESSORS. The Plan shall be binding upon and inure to the ---------- benefit of any successor or successors of the Company. 9.12 HEADINGS. Article and section headings contained in the Plan -------- are included for convenience only and are not to be used in construing or interpreting the Plan. ARTICLE X TERM OF PLAN 10.1 EFFECTIVE DATE. The Plan shall be effective as of the Effective -------------- Date. 10.2 TERMINATION. Unless sooner terminated, the Plan shall terminate ----------- ten years after the Effective Date and no Options shall be granted thereafter. Termination of the Plan shall not affect Options granted before such date, which shall continue to be exercisable, in accordance with the terms of the Plan, after the Plan terminates. CORPORATE EXPRESS, INC. STOCK OPTION CERTIFICATE This certifies that, pursuant to the Corporate Express, Inc. 1996 Stock Option Plan for Outside Directors, an option to purchase shares of Common Stock of Corporate Express, Inc. has been granted as follows: Name and Address of Optionee: Position of Optionee: Non-Employee Director Date of Grant: Type of Option: Non-Qualified Number of shares subject to Option: Exercise Price: Vesting Date: Expiration Date: The option is subject to all the terms and conditions of the aforementioned Plan, a copy of which is attached to this certificate. Date: CORPORATE EXPRESS, INC. ______________________________ By: Title: EX-99.2 5 SUPPLEMENTAL STOCK OPTION PLAN EXHIBIT 99.2 CORPORATE EXPRESS, INC. SUPPLEMENTAL STOCK OPTION PLAN ARTICLE I Purpose The purpose of this Supplemental Stock Option Plan (this "Supplemental Plan") is to enable Corporate Express, Inc. (the "Company") to offer officers, key employees, directors and consultants of the Company and its subsidiaries equity interests in the Company and other incentive awards on substantially identical terms and conditions as those set forth in the Company's 1994 Stock Option and Incentive Plan (the "1994 Plan"), a copy of which is attached hereto as Exhibit A. Capitalized terms used herein but not defined shall have the meanings set forth in the 1994 Plan. ARTICLE II Terms and Conditions Except as otherwise provided herein, all of the terms and conditions of the 1994 Plan are hereby incorporated into and made a part of this Supplemental Plan, with the same force and effect as if such terms had been expressly set forth in this Supplemental Plan. This Supplemental Plan shall be identical to the 1994 Plan, except for the following features: a. Composition of Committee. The Committee shall consist ------------------------ entirely of individuals who satisfy the definition of "non-employee director" under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and the definition of "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. b. Delegation of Authority. The Committee may delegate its ----------------------- responsibilities relating to the selection of Participants or decisions concerning the timing, pricing and amount of an Award under this Supplemental Plan to an Administrative Committee of the Company's Board of Directors appointed by the Company's Board of Directors, provided that the Administrative Committee shall not have the authority to grant Awards under this Supplemental Plan to any person who is subject to the reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended. Awards to such persons may be made only by the Committee or, in the sole discretion of the Board of Directors, by the Board of Directors. The Committee or the Board of Directors (or the Administrative Committee, to the extent of its delegation) may also authorize the grant of stock options on a date that is within 90 days after the date of such authorization, provided that the method for determining the date of grant shall be specified at the time of the authorization. The date of grant of any such stock option shall be the date on which the option is actually granted and not the date of the authorization. c. Shares Available for Issuance. The maximum aggregate ----------------------------- number of shares of Common Stock which may be issued under this Supplemental Plan shall not exceed a share limit (the "Share Limit") of 10,000,000 shares of Common Stock (subject to any increase or decrease as contemplated by Section 4.2 of the 1994 Plan). Forfeited or terminated awards under this Supplemental Plan will be available for future grant to the same extent as set forth in the 1994 Plan. d. Incentive Stock Options. Stock options granted under ----------------------- this Supplemental Plan may be treated as incentive stock options (within the meaning of Section 422 of the Code) only if this Supplemental Plan is approved by the Company's shareholders within twelve (12) months following the adoption of this Supplemental Plan. e. Amendments to this Supplemental Plan. This ------------------------------------ Supplemental Plan may be amended, including but not limited to amendments which materially increase the Share Limit, materially modify the requirements as to eligibility to participate in this Supplemental Plan, or materially increase the benefits accruing to Participants, by the Company's Board of Directors, and shall not require the approval of the Company's shareholders unless otherwise required by law. f. Effective Date and Term. This Supplemental Plan shall ----------------------- be effective as of the date this Supplemental Plan is approved by the Company's Board of Directors and no awards may be granted under this Supplemental Plan after the tenth anniversary of such approval. ARTICLE III Effect on 1994 Plan Nothing herein shall be construed to in any way alter, amend or modify the 1994 Plan and the 1994 Plan shall continue in full force and effect until amended or terminated in accordance with its terms. Adopted by the Company's Board of Directors on December 5, 1996. 2 EX-99.3 6 DISTRIBUTION RESOURCES CO. STOCK OPTION PLAN EXHIBIT 99.3 DISTRIBUTION RESOURCES COMPANY STOCK OPTION PLAN Section 1. Purpose of the Plan. This Stock Option Plan (the "Plan") ------------------- for Distribution Resources Company, a Colorado corporation (the "Company"), is intended to advance the interests of the Company by providing employees with additional incentive for them to promote the success of the business. This aim will be effectuated through the granting of certain stock options with respect to the common stock of the Company having a par value of $.0005 per share ("Stock"). It is not intended that options issued under the Plan will be qualified options under any provision of the Internal Revenue Code of 1986, as amended (the "Code"). Section 2. Administration of the Plan. The Plan shall be administered -------------------------- by the Board of Directors of the Company (the "Board"). The Board may appoint a committee which may be authorized to administer the Plan on behalf of the Board and to take any action with respect to the Plan that could be exercised by the Board subject, however, to ratification by the Board. The Board shall be authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and to take such other action in connection with or in relation to the Plan as it deems necessary or advisable. The interpretation and construction of any provision of the Plan by the Board shall, unless otherwise determined by the Board, be final and conclusive on all persons having any interest thereunder. Without limiting the generality of the foregoing, the Board shall have authority, in its discretion: (a) to determine from among the employees of the Company those to whom options shall be granted; (b) to determine the time or times at which options shall be granted; (c) to determine the number of shares of Stock covered by each option; (d) to determine the option price of the shares subject to each option; (e) to determine the time or times when each option shall become exercisable and the duration of the period during which each option shall be exercisable. The Board may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of such counsel. Section 3. Eligibility. Options shall be granted only to employees of ----------- the Company. The persons who are eligible to receive options may be members of the Board. Section 4. Grant of Options. The Board may grant options on the ---------------- Company's behalf at any time and from time to time (the effective date of grant being hereinafter referred to as the "Date of Grant"), to any one or more persons who at such Date of Grant are eligible employees of the Company. The Board shall determine the number of shares of Stock to be allocated to each option. The number of shares allocated to an option as of the Date of Grant of the option may thereafter be adjusted pursuant to the provisions of Section 9 to reflect a change in the capitalization of the Company. The Company shall effect the grant of options under the Plan in accordance with determinations made by the Board pursuant to the provisions of the Plan by execution and delivery of written instruments in a form approved by the Board. Notwithstanding any other provision of the Plan, (1) any option granted under the Plan shall be granted within ten years from the effective date of the Plan and (2) any grant or offer of grant of an option to or acceptance of the grant of an option by an employee shall be made in person at the principal offices of the Company in Colorado and any offer, grant or acceptance not made in person in Colorado shall be null and void and of no effect whatsoever. Section 5. Stock Subject to the Plan. Subject to the provisions of ------------------------- Section 9, the aggregate number of shares of Stock which may be issued pursuant to options granted under this Plan shall not exceed the total amount of the authorized, but unissued shares of Stock as of the relevant time. Any shares subject to an option which expires for any reason or is terminated unexercised as to such shares may again be subject to an option under the Plan. Section 6. Option Price. The purchase price under each option issued ------------ shall be determined by the Board at the time the option is granted, but in no event shall such purchase price per share of Stock subject to the option be less than the par value of a share of Stock on the Date of Grant of the option. The purchase price per share which is determined as of the Date of Grant of the option may thereafter be adjusted pursuant to the provisions of Section 9 to reflect a change in the capitalization of the Company. Section 7. Period of Option and Certain Limitations on Right to ---------------------------------------------------- Exercise. - -------- (a) Date Exercisable. The date or dates when an option or ---------------- portion or portions of an option shall be exercisable shall be determined by the Board, in its sole discretion, as of the Date of Grant of the option. If any option is exercisable in installments, the date or dates on which any installment becomes exercisable may be accelerated pursuant to the provisions of Section 8(b). (b) Duration of Option. All options issued under the Plan shall ------------------ be exercisable for such period as the Board shall determine, but for not more than ten years from the Date of Grant of such option. The period of the option, once it is granted, may be reduced as provided for in Section 8(c) in connection with the termination of employment of the optionee. Furthermore, the Board may, at any time, in its sole discretion, accelerate the expiration - 2 - date and the dates on which any part of the option shall be exercisable for all or any part of the shares covered thereby. (c) Termination of Employment. In the event that the optionee's ------------------------- employment with the Company is terminated (whether by reason of death, retirement, resignation, discharge, permanent and total disability or otherwise), any option or options granted to such optionee under the Plan, to the extent not theretofore exercised, shall be deemed cancelled and optionee shall have no further rights with respect thereto, as of the date of such termination, except that: (i) If the optionee's employment with the Company is terminated by reason of permanent and total disability or retirement, in good standing as determined by the Board in its reasonable discretion, then on or prior to the date which is ninety days after the date of such termination of employment, the optionee may exercise any option or portion thereof, if, and to the extent that, such option or portion thereof was exercisable on the date of such termination and remains exercisable in accordance with its terms; and (ii) If the optionee's employment with the Company is terminated by reason of the death of the optionee, then the optionee's estate may exercise any option or portion thereof, if, and to the extent that, such option or portion thereof was exercisable on the date of death and remains exercisable in accordance with its terms, on or prior to the date which is ninety days after the date of death. (d) No Part Shares. Options may be exercised in whole or in -------------- part, but only with respect to whole shares of Stock. (e) Exercise and Payment. The purchase price for shares acquired -------------------- pursuant to the options shall at the time of purchase be paid in full. To the extent that the right to purchase shares has accrued thereunder, options may be exercised from time to time by notice given by delivery by the optionee in person at the principal offices of the Company in Colorado to the Company stating the number of shares with respect to which the option is being exercised, and the time of the delivery thereof, which time shall be at least 15 days after the giving of such notice unless an earlier date shall have been mutually agreed upon. At the time specified in such notice or mutually agreed upon, the optionee shall appear in person at the principal offices of the Company in Colorado to close the transaction. The Company shall, without transfer or issue tax to the optionee, cause a certificate or certificates for such shares to be issued in the optionee's name and recorded in the Company's stock records out of theretofore authorized but unissued or reacquired common shares as the Company may elect, against payment of the option price in full for the number of shares to be acquired by certified or bank cashier's check or the equivalent thereof acceptable to the Company; provided, however, that the time of this transaction may be - 3 - postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable law or regulation or any applicable listing requirements of any national securities exchange. If the optionee fails to pay for all or any part of the number of shares specified in such notice, his right to exercise the option with respect to such unpaid for shares may be terminated by the Company. Any attempt to exercise the option by any method other than appearance in person at the principal offices of the Company in Colorado shall be null and void and of no effect whatsoever. Section 8. Dilution and Other Adjustments. In the event of any change ------------------------------ in the Stock subject to the Plan, by reason of any stock dividend or split, recapitalization, combination or exchange of shares of Stock, or other similar changes in the Stock, the Board will make appropriate adjustments to (i) the aggregate number of shares of Stock subject to the Plan and (ii) the number of shares of Stock and the price per share of Stock subject to outstanding options. Section 9. Rights as Shareholder. The optionee shall have no rights as --------------------- a shareholder with respect to any shares covered by any option granted under the Plan until the date of exercise of the option. After the option is exercised, the Company shall retain physical possession of the stock certificate at its principal offices in Colorado. However, the person who exercised the option shall be a shareholder in all other respects. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of exercise of the option. Notwithstanding any other provision of the Plan or applicable law, if a stock certificate is to be delivered for any reason to the optionee, such delivery shall only be made to the optionee in person at the principal offices of the Company in Colorado. Section 10. Non-Transferability of Option. The terms of any option ----------------------------- granted under this Plan shall include a provision making such option non-transferable by the optionee (other than to the optionee's estate in the event of termination of employment with the Company by reason of death) and exercisable during the optionee's lifetime only by the optionee. Section 11. Restriction on Transfers; Company's Right to Redeem and ------------------------------------------------------- Securities Law Requirements. As a condition of participation in the Plan, the - --------------------------- employee shall agree in the option or such other documents as the Company deems necessary or advisable that (i) any Stock acquired pursuant to or by reason of the Plan shall be subject to restrictions on transferability, (ii) the Company shall have a right to redeem the Stock acquired pursuant to or by reason of the Plan, and (iii) the employee shall cooperate with the Company to comply with securities law requirements, all in accordance with the following: (i) Restrictions on Transfers. The employee shall agree not to ------------------------- sell, transfer, pledge, hypothecate, assign, or -4- otherwise, in any manner, dispose of any of the employee's Stock acquired pursuant to the Plan, or any Stock acquired with respect to such Stock, whether by dividend, stock split or otherwise, or any right or interest therein or under the Plan, whether voluntarily or by operation of law, or by gift, or otherwise, without the prior written consent of the Company. Any purported sale, transfer, pledge, hypothecation, assignment, or other disposition of the shares by the employee, shall be null and void and without effect and shall not vest any interest or title in the purported transferee. No dividends shall be paid to the holder of any of the Stock sold, transferred, assigned, hypothecated, pledged, or otherwise disposed of in breach of this covenant, nor shall the holder of such shares be entitled to vote or to exercise any rights of a shareholder for any purpose whatsoever. The foregoing restrictions shall not apply (1) in the case of a Sale of the Company or (2) in the case of a sale of the Stock or after Stock is sold by the Company or by the shareholders of the Company pursuant to a public offering registered under the Securities Act of 1933, as amended (other than our offering primarily to employees). The foregoing also shall not apply to any transfer at death to an executor, personal representative or other person duly authorized by a court of competent jurisdiction to represent the estate of a deceased participant, and any transfer to a beneficiary or other distributee of the estate of a deceased participant, but the distributee shall be bound by the restrictions on the transferability of the shares and the Company's right to redeem. (ii) Company's Right to Redeem. If the employee's employment ------------------------- by the Company is terminated (whether by reason of death, retirement, disability, resignation, discharge or any other reason), then, within 1 year after such termination of employment, the Company may, in its sole discretion, redeem all shares of the employee's Stock acquired pursuant to the Plan or any Stock acquired with respect to such Stock, whether by dividend, stock split or otherwise, for the total amount that the employee paid for such shares. Upon payment by the Company, the Company may return the stock certificate to the Company. The Company will be empowered to act as the employee's attorney-in-fact to make such endorsements and execute such stock powers as may be necessary to effect the redemption contemplated under this Section 11(ii). The foregoing right to redeem shall not apply (1) in the case of a sale of Stock or after Stock is sold by the Company or the shareholders of the Company pursuant to a public offering registered under the Securities Act of 1933, as amended (other than our offering primarily to employees) or (2) in the case of a Sale of the Company. (iii) Securities Requirements. At the time of grant of the ----------------------- option or at the time of the exercise of the option or at any other time, the Company may require the employee to execute any documents or take any action which may be then - 5 - necessary to comply with the Securities Act of 1933 and the rules and regulations adopted thereunder, or any other applicable federal or state laws regulating the sale and issuance of securities, and the Company may, if it deems necessary, include provisions in the option or any other agreements to ensure such compliance. The Company may, from time to time, change its requirements with respect to enforcing compliance with the federal and state securities laws, including the request for and enforcement of letters of investment intent, such requirements to be determined by the Company in its judgment as necessary to assure employee compliance with said laws. The Board shall consult with legal counsel to ensure compliance with all applicable securities laws. Each employee will also agree that in the event the Company sells its stock pursuant to a registration statement filed under the Securities Act of 1933, the employee will not sell any of his shares during such period of time as is requested by the Company pursuant to a request or recommendation by the underwriters of such offering or any state's Blue Sky Commission. In addition, the employee will agree to escrow his shares in connection with a public offering if requested by the Company pursuant to a request or recommendation by the underwriter or any state's Blue Sky Commission. For purposes of this Section "Sale of the Company" shall mean (a) any sale or other transfer by the Company of all or substantially all of its assets or business, (b) a merger, consolidation or other combination to which the Company is a party other than the Company's acquisition of another business, (c) any distribution of a material portion of the assets of the Company to its shareholders, (d) any sale or transfer of ownership of more than 50% of the outstanding shares of Common Stock of the Company, or (e) any other transaction which effectively results in the transfer of the assets or business of the Company or of the beneficial ownership of more than 50% of the outstanding Common Stock of the Company. Section 12. Effective Date of Plan. The Plan is effective as of the ---------------------- date of adoption of the Plan by the Board and will continue from year to year, but may be modified or discontinued by the Board at any time as provided in Section 13. Section 13. Amendment and Termination of the Plan. The Board may at ------------------------------------- any time terminate the Plan or may make such amendment of the Plan effective in such date subsequent to the taking of such Board action, as the Board may deem proper and in the best interests of the Company, in each case without the assent of any employee or action by the Company's shareholders; provided, however, that no amendment shall be made in any year without the approval of the Company's shareholders which (i) materially increases the benefits accruing to employees under the Plan, (ii) materially increases the number of securities which may be issued under the Plan or (iii) materially modifies the requirements as to eligibility for participation in the Plan. - 6 - Section 14. No Right to Continued Employment. Nothing contained -------------------------------- in this Plan shall confer upon any eligible employee any right to continued employment by the Company or limit in any way whatsoever the right of the Company to terminate any such employee's employment at any time for any reason whatsoever. Section 15. Governing Law. The Plan and all determinations made and ------------- actions taken pursuant thereto shall be governed by the laws of the State of Colorado and construed in accordance therewith. - 7 - EX-99.4 7 COMPUTER SOFTWARE INC. INCENTIVE STOCK OPTION PLAN EXHIBIT 99.4 COMPUTER SOFTWARE INC. INCENTIVE STOCK OPTION PLAN 1. Purpose and Effect of the Plan. This Incentive Stock Option Plan ------------------------------ (the "Plan") is intended to promote the interests of Computer Software Inc. (the "Corporation") and its shareholders by encouraging certain key employees who will be responsible for the future growth and continued development of the Corporation to increase their equity ownership in the Corporation through the purchase of the Corporation's Class B Non-Voting Common Stock thereby giving them, as shareholders, an increased personal interest in, and a greater concern for, the Corporation's continued success and progress. The Plan is also intended to aid the Corporation in competing with other enterprises for the services of new executives and key employees needed to help insure continued development. 2. Name. The Plan shall be known as the "Computer Software Inc. ---- Incentive Stock Option Plan." 3. Definition of Terms. In addition to words and terms that may be ------------------- defined elsewhere in the Plan, the following words and terms as used in the Plan shall have the following meanings unless the context or use fairly indicates another or different meaning or intent, which definitions shall be equally applicable to both the singular and plural forms of such words and terms. A. "Board" shall mean the Board of Directors of the Corporation. B. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. C. "Common Stock" shall mean the Class B Non-Voting Common Stock of the Corporation having a par value of One Cent ($0.01) per share. D. "Participant" shall mean the officer or employee of the Corporation to whom an option is granted under the Plan. E. "Parent" shall mean any corporation which at the time qualifies as a parent of the Corporation under the definition of "parent corporation" contained in Code Section 424(e). F. "Subsidiary" shall mean any corporation which at the time qualifies as a subsidiary of the Corporation under the definition of "subsidiary corporation" contained in Code Section 424(f). 4. Incentive Stock Options. Options granted in ----------------------- accordance with the terms hereof are to be incentive stock options as provided in Code Section 422. 5. Administration. The Plan shall be administered by the Board. The -------------- Board may interpret the Plan, prescribe, amend and rescind any rules and regulations necessary or appropriate for the administration of the Plan and make such other determinations and take such other action as it deems necessary or desirable (i) to assure that all options granted under the Plan constitute "incentive stock options" under Code Section 422, (ii) for the administration of the Plan, and (iii) for the protection of the Corporation except as otherwise all reserved to the shareholders of the Corporation. Without limiting the generality of the foregoing, the Board, in its discretion, may treat all or any part of any period not in excess of ninety (90) days during which a Participant is on military duty or on an approved leave of absence from the Corporation as a period of employment of such Participant by the Corporation for purposes of accrual of his or her rights under his or her option. In addition, the Board shall have the specific authority to grant options with different terms to different Participants, and shall further have the specific authority to require a minimum holding period between the grant and time of exercise of all or any portion of any options as well as the time of disposition of any common stock acquired through the exercise of any option and to determine that the options granted to a Participant may be exercised only in installments or pursuant to any vesting schedule. Any interpretation, determination or other action made or taken by the Board shall be final, binding and conclusive. No member of the Board shall be liable for any action taken or omitted or determination made in good faith with respect to the Plan or any option granted under the Plan. 6. Shares Subject to Plan. As of June 1, 1995, the Corporation is ---------------------- authorized to issue 20,000 shares of Class A voting common stock (the "Class A Stock") and 1,980,000 total shares of Common Stock of which 5,000 shares of Class A Stock and 550,000 shares of Common Stock are issued and outstanding. Options may be granted by the Corporation from time to time to purchase an aggregate of 530,000 shares of Common Stock, subject to adjustment as provided in Item 11 below. The shares issued upon exercise of options granted under the Plan may be authorized and unissued shares or shares held by the Corporation as treasury stock. If any option granted under the Plan shall terminate, expire or, with the consent of the Participant, be cancelled as to any shares, new options may thereafter be granted covering any such shares. 7. Eligibility. Options may be granted to those employees of the ----------- Corporation (including officers, whether or not they are directors) selected by the Board from time to time who have and exercise key management functions and responsibilities for the Corporation. The granting of an option to any employee shall neither entitle such employee to, nor disqualify such employee from, participation in any future option grants. 8. Grant of Options. The Board shall have the authority, subject to ---------------- the terms of the Plan, to: (a) determine and designate from time to time those employees of the Corporation to whom options are to be granted provided that no director of the Corporation who is not also an employee of the Corporation shall be entitled to receive any option under the Plan; (b) determine 2 the number of shares subject to each option; (c) determine the duration of the exercise period for any option; and (d) determine that the options granted to a Participant may be exercised only in installments. The date of grant of an option under the Plan will be the date on which the option is awarded by the Board. 9. Terms and Conditions of Options. Each option shall be evidenced ------------------------------- by an option agreement which shall contain such terms and conditions consistent with the provisions of the Plan as may be approved by the Board and shall be signed by the President of the Corporation and the Participant. Each option granted under the Plan shall be subject to the terms and conditions contained in Paragraph A through F below and to such other terms and conditions as the Board may deem appropriate; provided, however, that no option shall be subject to any condition that is inconsistent with the provisions of Code Section 422. In the event that any condition imposed hereunder on an option is at any time determined by the Internal Revenue Service or a court of competent jurisdiction to be inconsistent with Code Section 422, then each option shall be deemed to have been granted without such condition and such option shall continue in effect under such remaining terms and conditions as may be applicable as if the invalid condition had not been included. A. Option Period. Each option agreement shall specify (i) the period ------------- during which all or any identifiable portion of the option thereunder is exercisable (which period shall not exceed ten (10) years from the date of grant but may be shorter than said ten year period if so determined by the Board) and (ii) shall provide that the option shall expire at the end of such period. B. Option Price. The option price per share shall be determined by ------------ the Board at the time any option is granted, and shall not be less than one hundred (100%) percent of the fair market value of a share of Common Stock on the day that the option is granted. Such price shall be subject to adjustment as hereinafter provided under this Item 9 and as provided in Item 11. In the event that the Corporation's Common Stock is listed upon an established stock exchange, such fair market value shall be deemed to be the closing price of the Corporation's Common Stock on such stock exchange on the day the option is granted or, if no sale of the Corporation's Common Stock shall have been made on any stock exchange on that day, the fair market value shall be determined as such price for the next preceding day upon which a sale shall have occurred. In the event that the Corporation's Common Stock is not listed upon an established exchange but is quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the fair market value shall be deemed to be the mean between the closing dealer "bid" and "asked" prices for the Corporation's Common Stock as quoted on NASDAQ for the day of the grant, and if no "bid" and "asked" prices are quoted for the day of the grant, the fair market value shall be determined by reference to such prices on the next preceding day on which such prices are quoted. In the event that the Corporation's Common Stock is neither listed on an 3 established stock exchange nor quoted on NASDAQ, the fair market value on the day the option is granted shall be determined in good faith by the Board. C. Ten Percent Shareholders. Options shall not be granted to any ------------------------ employee who, immediately before the option is granted, owns stock possessing more than ten (10%) percent of the total combined voting power of all classes of capital stock of the Corporation or of its Parent or Subsidiary; provided, however, that this prohibition shall not apply if at the time such option is granted the option price is at least one hundred ten (110%) percent of the fair market value of the Common Stock and such option is not exercisable after the expiration of five (5) years from the date such option is granted. D. Maximum Option Exercise. The aggregate value of the shares ----------------------- (valued at time of grant in accordance with Paragraph B above) for which any Participant may exercise incentive stock options for the first time in any calendar year (under all incentive stock option plans of the Corporation and any Parent and Subsidiary) shall not exceed $100,000. E. Termination of Employment. The option of any Participant who ------------------------- shall cease to be an employee of the Corporation shall immediately terminate upon such cessation of employment, except as otherwise provided in an Option Agreement signed by the President of the Corporation and the Participant or except when such cessation of employment is caused by the death or the permanent and total disability of the Participant. The personal representative of the Participant (in the event of his or her death or permanent and total disability resulting in his or her incapacity) or the Participant (in the event of his or her permanent and total disability not resulting in his or her incapacity) may, subject to the provisions hereof and before the earlier of the option's expiration date or the expiration of three (3) months after the date of such death or permanent and total disability, exercise the option granted to such Participant to the same extent that the Participant might have exercised such option on the date of his or her death or permanent and total disability, but not further or otherwise. To the extent that any option is not exercisable at the date of the death or permanent or total disability of a Participant or is not exercised in accordance herewith, it shall terminate at the earlier of the option's expiration date or the expiration of the three (3) month period following such death or permanent and total disability. For purposes of this Paragraph, (i) a Participant shall be considered to be subject to a permanent and total disability when such Participant is determined to be permanently and totally disabled under the applicable terms and provisions of any Option Agreement entered into between said Participant and the Corporation or, in the event such Option Agreement fails to so provide, then within the meaning of Code Section 22(e)(3), and (ii) the date of any such total and permanent disability shall be deemed to be the day following the last day the Participant performed services for the Corporation. Nothing in the Plan 4 shall be construed as imposing any obligation on the Corporation to continue the employment of any Participant. F. Period of Exercise Option. Any option granted hereunder may, prior ------------------------- to its expiration or termination, be exercised from time to time, in whole or in part, up to the total number of shares with respect to which it shall have then become exercisable. An option granted hereunder may become exercisable in installments or pursuant to vesting schedule all as determined by the Board; provided, however, that if the Board grants an option or options exercisable in more than one installment or pursuant to any vesting schedule, and if the employment of a Participant holding such option is terminated by death or permanent and total disability as provided in Paragraph E above, then the option shall be exercisable in accordance with the terms of Paragraph E only as to such number of shares as to which the Participant had the right to exercise the option on the day immediately preceding the date of death or permanent and total disability. 10. Exercise of Option. The exercise of any option under the Plan ------------------ shall be subject to the provisions of paragraphs A, B and C below. A. Method of Exercising Option. Any option granted hereunder or any -------------------------- portion thereof may be exercised by the Participant by delivering to the Corporation at its main office (attention of its President) written notice of the number of shares with respect to which the option rights are being exercised and by paying in full the purchase price of the shares purchased. Upon receipt of such notice and payment, the Corporation shall issue and deliver to the Participant a certificate for the number of shares of Common Stock with respect to which options were so exercised. B. Payment of Purchase Price. The purchase price of the shares as to ------------------------- which an option is exercised shall be paid in full to the Corporation at the time of exercise. The payment may be made either in credit or its equivalent, or, if acceptable and agreed to by the Board at the time of such exercise, with stock of the Corporation previously acquired by the Participant; provided, however, that the Board, in its discretion, may refuse, suspend or terminate the right of Participants to pay with stock of the Corporation should the Board deem such action to be in the best interests of the Corporation. C. Withholding. The Corporation's obligation to deliver shares on the ----------- exercise of any option shall be subject to any applicable federal, state and local tax withholding requirements. 11. Capital Adjustments. The number and price of shares of Common ------------------- Stock covered by each option and the total number of shares that may be optioned and sold under the Plan shall be proportionately adjusted to reflect any stock dividend, stock split or share 5 combination of the Common Stock or any recapitalization of the Corporation occurring on or after May 1, 1995. In the event of any merger, consolidation, reorganization, liquidation or dissolution of the Corporation, or any exchange of shares involving the Common Stock, any option granted under the Plan shall automatically be deemed to pertain to the securities and other property to which a holder of the number of shares of Common Stock covered by the option would have been entitled to receive in connection with any such event. No option granted pursuant to this Plan shall be adjusted in a manner that causes the option to fail to qualify as an incentive stock option within the meaning of Code Section 422A. Except as expressly provided in this Item 11, the Participant shall have no rights by reason of any change in stock in the Corporation or any subsequent issuance of additional options covering additional shares of Common Stock by the Corporation. The grant of an option pursuant to this Plan shall not affect in any way the right of power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Board shall have the sole discretion to make all interpretations and determinations required under this Item to the extent it deems equitable and appropriate. 12. Reservation of Shares. The Corporation, during the term of any --------------------- options granted hereunder, will at all times reserve and keep available, and will seek to obtain from any regulatory body having jurisdiction any requisite authority in order to issue and sell such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the options granted under the Plan. If, in the opinion of the Corporation's counsel, the issuance or sale of any shares of the Corporation's stock hereunder shall not be lawful for any reason, including the inability of the Corporation to obtain from any regulatory body having jurisdiction authority deemed by such counsel to be necessary for such issuance of sale, the Corporation shall not be obligated to issue or sell any such shares. 13. Securities Laws. Upon the exercise of an option at a time when --------------- there is not in effect under the Securities Act of 1933, as amended (the "Act"), a current registration statement relating to the shares of Common Stock to be received upon such exercise, the Participant shall represent and warrant in writing to the Corporation that the shares purchased are being acquired for investment and not with a view to the distribution thereof and shall agree to the imposition of a legend on the certificate or certificates representing said shares in substantially the following form and such other restrictive legends as are required or advisable under the provisions of any applicable laws: This stock certificate and the shares represented hereby have not been registered under the Securities Act of 1933, as amended (the "Act"), nor under any state securities laws and shall not be transferred at any time in the absence of (i) an effective registration statement under the Act with respect to such shares at such time; or (ii) an opinion of counsel satisfactory to the Corporation and its counsel, to the effect that such transfer at such time will not violate the Act or any applicable state 6 securities laws; or (iii) a "no action" letter from the Securities and Exchange Commission and a comparable ruling from any applicable state agency with respect to such state's securities laws. No shares of Common Stock shall be issued or sold upon the exercise of any option unless and until (i) the full amount of the purchase price has been paid as provided in Item 10 hereof and (ii) the then applicable requirements of the Act, the applicable securities laws of any other jurisdiction, as any of the same may be amended, the rules and regulations of the Securities and Exchange Commission and any other regulations of any securities exchange on which the Common Stock may be listed shall have been fully complied with and satisfied. 14. Transferability of Options. No option shall be assignable or -------------------------- transferable by a Participant except by will or by the laws of descent and distribution. Any distributee by will or by the laws of descent and distribution shall be bound by the provisions of the Plan. During the life of a Participant, the option shall be exercisable only by such Participant. Any attempt to assign, pledge, transfer, hypothecate or otherwise dispose of an option and any levy of execution, attachment or similar process on an option shall be null and void ab initio. 15. No Rights as Shareholders. A Participant shall not have any ------------------------- rights as a shareholder with respect to any shares covered by any option granted hereunder until the exercise of such option and the issuance of a stock certificate for such shares. No adjustment shall be made on the issuance of a stock certificate to a Participant as to any dividends or other rights for which the record date occurred prior to the date of issuance of such certificate. 16. Indemnification and Exculpation. Each person who is or shall have ------------------------------- been a member of the Board shall be indemnified and held harmless by the Corporation against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be or become involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof (with the Corporation's written approval) or paid by him or her in satisfaction of a judgment in any such action, suit or proceeding, except a judgment in favor of the Corporation based upon a finding of his or her lack of good faith; subject, however, to the condition that upon the institution of any claim, action, suit or proceeding against him or her, he or she shall in writing give the Corporation an opportunity, at its expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled as a matter of law or otherwise, or any power that the Corporation may have to indemnify him or her or hold him or her harmless. Each member of the Board, and each officer and employee of the Corporation shall be fully justified in relying or acting in good faith upon any information furnished in connection with the administration of the Plan by any appropriate person or persons other than himself or herself. In no event shall any person who is or shall have been a member of the Board, or an officer or employee of the Corporation, be held liable for any determination 7 made, or other action taken, or any omission to act in reliance upon any such information as referred to in the preceding sentence, or for any action (including the furnishing of information) taken, or any omission to act, when any such determination, action or omission is made in good faith. 17. Use of Proceeds. Proceeds from the sale of stock pursuant to --------------- options granted under the Plan shall constitute general funds of the Corporation. 18. Amemdment and Discontinuance. The Board or the shareholders of the ---------------------------- Corporation may terminate or amend the Plan in any respect at any time, except that no action of the Board or the shareholders may alter or impair a Participant's rights under any outstanding option without such Participant's consent and, without the prior approval of the shareholders: (i) the total number of shares that may be optioned and sold under the Plan may not be increased beyond 530,000 (except by adjustment pursuant to Item 11), (ii) the price at which shares may be purchased pursuant to options granted hereunder may not be reduced (except by adjustment pursuant to Item 11), (iii) the expiration date of the Plan may not be extended, (iv) the Plan may not be changed in such a manner that the options granted hereunder would fail to qualify as incentive stock options under Code Section 422, and (v) the provisions of this Item 18 may not be changed. 19. Term of Plan. The Plan shall be effective as of the date of the ------------ adoption of the Plan by the Board and the stockholders of the Corporation (the "Adoption Date") and shall expire on the date which is one day prior to the ten (10) year anniversary of the Adoption Date, unless sooner terminated as provided in Item 18 hereof. 20. General. Except as the same may be governed by the Code and any ------- applicable federal securities laws, the Plan and any options granted hereunder shall be governed by and construed in accordance with the laws of the State of Georgia. The granting of an option shall impose no obligation upon the optionee to exercise such option. As herein used, the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders, unless the context or use shall fairly require a different construction. Section or paragraph headings are employed herein solely for convenience of reference, and such headings shall not affect the validity, meaning or enforceability of any provision of the Plan. All references herein to "Item" or "paragraph" shall mean the appropriately numbered Item or paragraph of the Plan except where reference is made to the Code or any other specified law or instrument. AS APPROVED BY THE STOCKHOLDERS OF THE CORPORATION EFFECTIVE JUNE 1, 1995. 8 -----END PRIVACY-ENHANCED MESSAGE-----