EXHIBIT 10(e)
AMENDED AND RESTATED
2000 ASSOCIATE STOCK OPTION PLAN
OF
ACXIOM CORPORATION
1.
Establishment and Purpose.
The purpose of the 2000 Associate Stock Option Plan of Acxiom
Corporation (the "Plan") is to
further the growth and development of Acxiom Corporation (the
"Company") and any of its present or future Subsidiaries and
Affiliated Companies (as defined below) by granting to certain
Associates (as defined below) of the Company and any Subsidiary or
Affiliated Company options to purchase shares of Common Stock (as
defined below) of the Company, thereby offering such Associates a
proprietary interest in the Company's business and a more direct
stake in its continuing welfare, and aligning their interests with
those of the Company's shareholders.
This Plan is also intended to assist the Company in attracting and
retaining talented
Associates, who are vital to the continued development and success
of the Company.
2.
Definitions.
The following capitalized terms, when used in the Plan, will have
the following meanings:
(a)
"Act" means the Securities Exchange Act of 1934, as amended and in
effect from time to time.
(b)
"Affiliated Company" means any corporation, limited liability
company, partnership, limited liability partnership, joint
venture or other entity in which the Company or any of its
Subsidiaries has an ownership interest.
(c)
"Associate" means any employee, officer (whether or not also a
director), director, affiliate, independent contractor or
consultant of the Company, a Subsidiary or an Affiliated Company
who renders those types of services which tend to
contribute to the success of the Company, its Subsidiaries or its
Affiliated Companies, or which may reasonably be
anticipated to contribute to the future success of the Company, its
Subsidiaries or its Affiliated Companies.
(d)
"Board" shall mean the Board of Directors of the Company.
(e)
"Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time.
(f)
"Common Stock" means the common stock, par value $.10 per share, of
the Company or any security into which such common
stock may be changed by reason of any transaction or event of the
type described in Section 18 of the Plan.
(g)
"Committee" means a committee of the Board whose members are
appointed by the Board from time to time.
All of the members
of the Committee, which may not be less than two, are intended at
all times to qualify as "outside directors" within the
meaning of Section 162(m) of the Code and "Non-Employee Directors"
within the meaning of Rule 16b-3; provided, however,
that the failure of a member of such Committee to so qualify shall
not be deemed to invalidate any Stock Option granted by
such Committee.
(h)
"Date of Grant" means the date specified by the Committee or the
Board, as applicable, on which a grant of Stock Options or
Stock Appreciation Rights will become effective.
(i)
"Exercise Price" means the purchase price per share payable upon
exercise of a Stock Option.
(j)
"Fair Market Value" means, as of any applicable determination date
or for any applicable determination period, the fair
market value of the Common Stock as determined by the Committee or
Board.
(k)
"Grant Documents" means any written agreement, memorandum or other
document or instrument, authorized by the Committee or
Board, evidencing the terms and conditions of a Stock Option or
Stock Appreciation Right grant under the Plan.
(l)
"Incentive Stock Option" means a Stock Option intended to be and
designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.
(m)
"Legal Requirements" mean any laws, or any rules or regulations
issued or promulgated by the Internal Revenue Service
(including Section 422 of the Code), the Securities and Exchange
Commission, the National Association of Securities
Dealers, Inc., The Nasdaq, Inc.'s National Market (or any other
stock exchange upon which the Common Stock is listed for
trading), or any other governmental or quasi-governmental agency
having jurisdiction over the Company, the Common Stock or
the Plan.
(n)
"Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
(o)
"Participant" means a person who is selected by the Committee or
the Board, as applicable, to receive Stock Option or Stock
Appreciation Right grants under the Plan and who is at that time an
Associate.
(p)
"Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such
Rule is in effect from time to time.
(q)
"Stock Appreciation Right" means the right pursuant to an award
granted under Section 12 of the Plan, to surrender to the
Company all (or a portion) of such right and, if applicable, a
related Stock Option, and receive cash or shares of Common
Stock in accordance with the provisions of Section 12.
(r)
"Stock Option" means the right to purchase a share of Common Stock
upon exercise of an option granted pursuant to Section 4
of the Plan.
(s)
"Strike Price" shall have the meaning set forth for such term in
Section 12(b) of the Plan.
(t)
"Subsidiary" means any corporation, limited liability company,
partnership, limited liability partnership, joint venture or
other entity in which the Company owns or controls, directly or
indirectly, not less than 50% of the total combined voting
power or equity interests represented by all classes of stock
issued by such corporation, limited liability company,
partnership, limited liability partnership, joint venture or other
entity.
3.
Administration.
The Plan shall be administered by the Committee and the Board.
Each of the Committee or the Board has the
full authority and discretion to administer the Plan, and to take
any action that is necessary or advisable in connection with the
administration of the Plan including, without limitation, the
authority and discretion to:
(a)
select the Associates eligible to become Participants under the
Plan;
(b)
determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options or Stock Appreciation Rights are
to be granted hereunder to one or more Associates;
(c)
determine the number of shares of Common Stock to be covered by
each such grant;
(d)
determine the terms and conditions, not inconsistent with the terms
of the Plan, of any grant hereunder (including, but not
limited to, the Exercise Price or Strike Price and any restriction,
limitation, procedure, or deferral related thereto, or
any vesting acceleration or waiver of forfeiture restrictions
regarding any Stock Option, or the shares of stock relating
thereto, or any Stock Appreciation Right, based in each case on
such guidelines and factors as the Committee or Board shall
determine from time to time in its sole discretion); and
(e)
determine whether, to what extent and under what circumstances
grants under the Plan are to be made and operate, whether on
a tandem basis or otherwise, with other grants or awards (whether
equity or cash based) made by the Company under or
outside of the Plan.
Each of the Committee and the Board shall have the authority to
adopt, alter and repeal such rules, guidelines and
practices governing the Plan as it shall from time to time deem
advisable; to interpret the terms and provision of the Plan and any
Stock Option or Stock Appreciation Right grant issued under the
Plan (and any Grant Documents relating thereto); and to otherwise
supervise the administration of the Plan.
Each of the Committee and the Board shall also have the authority
to provide, in its discretion, for the rescission,
forfeiture, cancellation or other restriction of any Stock Option
or Stock Appreciation Right granted under the Plan, or for the
forfeiture, rescission or repayment to the Company by an Associate
or former Associate of any profits or gains related to the
exercise of any Stock Option or Stock Appreciation Right granted
hereunder, or other limitations, upon the occurrence of such
prescribed events and under such circumstances as the Committee or
the Board shall deem necessary and reasonable for the benefit of
the Company.
All decisions made by the Committee and the Board pursuant to the
provisions of the Plan shall be made in the Committee's
or Board's sole discretion and shall be final and binding on all
persons including the Company and any Participant. No member of the
Committee or Board will be liable for any such action or
determination made in good faith.
Notwithstanding any provision of the Plan to the contrary, the
Committee will have the exclusive authority and discretion
to administer or otherwise take any action required or permitted to
be taken under the provisions of Sections 4, 6, 7, 8, 10, 11,
12, 17 or 18 hereof with respect to Stock Options or Stock
Appreciation Rights granted under the Plan that are intended to
comply
with the requirements of Section 162(m) of the Code.
4.
Grant of Stock Options.
The Committee or the Board may from time to time authorize grants
of Stock Options to any
Participant upon such terms and conditions as the Committee or
Board may determine in accordance with the provisions set forth in
this Plan.
Each grant will specify, among other things, the number of shares
of Common Stock to which it pertains; the Exercise
Price, the form of payment to be made by the Participant for the
shares purchased upon exercise of the Stock Option and the required
period or periods (if any) of continuous service by the Participant
with the Company, a Subsidiary or an Affiliated Company and/or
any other conditions to be satisfied before the Stock Options or
installments thereof will vest and become exercisable.
Stock
Options granted under the Plan may be either Non-Qualified Stock
Options or Incentive Stock Options.
The Committee or Board, at the
time each Stock Option is granted, shall designate such option as
either a Non-Qualified Stock Option or an Incentive Stock Option.
Notwithstanding any provision of the Plan to the contrary, the
aggregate Fair Market Value (as determined on the Date of
Grant) of the Common Stock with respect to which Incentive Stock
Options granted are exercisable for the first time by any
Participant during any calendar year (under all plans of the
Company and its Subsidiaries) shall not exceed the maximum amount
specified by Section 422 of the Code, as amended from time to time
(currently $100,000).
Each Stock Option granted under this Plan will be evidenced by
Grant Documents delivered to the Participant containing such
further terms and provisions, consistent with the Plan, as the
Committee or Board may approve in its discretion.
5.
Shares Subject to the Plan.
The total number of shares of Common Stock which may be issued
pursuant to the Plan shall not
exceed in the aggregate 13,325,000 shares.
Such shares may consist, in whole or in part, of authorized and
unissued shares or
treasury shares, as determined in the discretion of the Committee
or Board.
Any shares of Common Stock which are subject to Stock
Options that are terminated unexercised, forfeited or surrendered
or that expire for any reason will again be available for issuance
under the Plan.
The shares of Common Stock available for issuance under the Plan
will be subject to adjustment as provided in
Section 18 below.
6.
Eligible Participants.
All Associates shall be eligible to receive Stock Options and
thereby become Participants in the
Plan, regardless of such Associate's prior participation in the
Plan or any other benefit plan of the Company.
No executive officer
named in the Summary Compensation Table of the Company's then
current Proxy Statement shall be eligible to receive in excess of
600,000 Stock Options or Stock Appreciation Rights in any
three-year period.
7.
Exercise Price.
(a)
The Exercise Price for each share of Common Stock purchasable under
any Stock Option shall be not less than 100% of the
Fair Market Value per share on the Date of Grant as the Committee
or Board shall specify. All such Exercise Prices shall be
subject to adjustment as provided for in Section 18 hereof.
(b)
If any Participant to whom an Incentive Stock Option is to be
granted under the Plan is on the Date of Grant the owner of
stock (as determined under Section 425(d) of the Code) possessing
more than 10% of the total combined voting power of all
classes of stock of the Company or any one of its Subsidiaries or
Affiliated Companies, then the following special
provisions shall be applicable to any Incentive Stock Options
granted to such individual:
(i)
The Exercise Price per share of Common Stock subject to such
Incentive Stock Option shall not be less than 110% of the Fair
Market Value of one share of Common Stock on the Date of Grant; and
(ii)
The Incentive Stock Option shall not have a term in excess of five
(5) years from the Date of Grant.
8.
Exercise Period.
Subject to Section 18 hereof, the period during which a Stock
Option shall vest and become exercisable by
a Participant (or his or her representative(s) or transferee(s))
whether during or after employment or following death, retirement
or disability (the "Exercise Period") shall be such period of time
as may be designated by the Committee or Board as set forth in
the applicable Grant Documents executed in connection with such
Stock Option.
If the Committee or Board provides, in its sole
discretion, that any Stock Option is exercisa
