Exhibit 10.1
OPTIO SOFTWARE,
INC.
DIRECTORS’ STOCK OPTION
PLAN
(As Amended on December 19,
2003 and November 2, 2005)
SECTION 1.
PURPOSE
The purpose of this Plan is to
promote the interests of the Company by providing the opportunity
to purchase Shares to Directors who are not Employee in order to
attract and retain such Directors by providing an incentive to work
to increase the value of Shares and a stake in the future of the
Company which corresponds to the stake of each of the
Company’s shareholders. The Plan provides for the grant of
Non-Qualified Stock Options to aid the Company in obtaining these
goals.
SECTION 2.
DEFINITIONS
Each term set forth in this Section
shall have the meaning set forth opposite such term for purposes of
this Plan and, for purposes of such definitions, the singular shall
include the plural and the plural shall include the singular, and
reference to one gender shall include the other gender.
2.1 BOARD means the Board of
Directors of the Company.
2.2 CODE means the Internal Revenue
Code of 1986, as amended.
2.3 COMMITTEE means the Compensation
Committee of the Board.
2.4 COMMON STOCK means the common
stock, no par value per share, of the Company.
2.5 COMPANY means Optio Software,
Inc., a Georgia corporation, and any successor to such
organization.
2.6 DIRECTOR means a member of the
Board.
2.7 ELIGIBLE DIRECTOR means a
Director who is not an Employee.
2.8 EMPLOYEE means an employee of
the Company, a Subsidiary or a Parent.
2.9 EXCHANGE ACT means the
Securities Exchange Act of 1934, as amended.
2.10 EXERCISE PRICE means the price
which shall be paid to purchase one (1) Share upon the
exercise of an Option granted under this Plan.
2.11 FAIR MARKET VALUE of each Share
on any date means the price determined below on the last business
day immediately preceding the date of valuation:
(a) If the Common Stock is listed on
any established stock exchange or a national market system,
including without limitation the National Market of the National
Association of Securities Dealers, Inc. Automated Quotation
(“NASDAQ”) System, its Fair Market Value per share
shall be the closing sale price for the Common Stock (or the mean
of the closing bid and asked prices, if no sales were reported), as
quoted on such exchange or system on the date of such
determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable; or
(b) If the Common Stock is not
listed on any established stock exchange or a national market
system, its Fair Market Value per share shall be the average of the
closing dealer “bid” and “ask” prices of a
share of the Common Stock as reflected on the NASDAQ intermeddler
quotation system of the National Association of Securities Dealers,
Inc. on the date of such determination; or
(c) In the absence of an established
market for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Board.
2.12 INSIDER means an individual who
is, on the relevant date, an officer, Director or ten percent
(10%) beneficial owner of any class of the Company’s
equity securities that is registered pursuant to Section 12 of
the Exchange Act, all as defined under Section 16 of the
Exchange Act.
2.13 NQSO means an option granted
under this Plan to purchase Shares.
2.14 OPTION means a NQSO.
2.15 PARENT means any corporation
which is a parent of the Company (within the meaning of Code
Section 424).
2.16 PARTICIPANT means an individual
who receives a NQSO hereunder.
2.17 PLAN means this Optio Software,
Inc. Directors’ Stock Option Plan, as amended from time to
time.
2.18 SHARE means a share of the
Common Stock of the Company.
2.19 STOCK OPTION AGREEMENT means an
agreement between the Company and a Participant evidencing an award
of a NQSO.
2.20 SUBSIDIARY means any
corporation which is a subsidiary of the Company (within the
meaning of Code Section 424(f)).
SECTION 3.
SHARES SUBJECT TO STOCK
OPTIONS
The total number of Shares that may
be issued pursuant to Stock Options under this Plan shall not
exceed 300,000, as adjusted pursuant to Section 10. Such
Shares shall be reserved, to the extent that the Company deems
appropriate, from authorized but unissued Shares, and from Shares
which have been reacquired by the Company. Furthermore, any Shares
subject to a Stock Option which remain after the cancellation,
expiration or exchange of such Stock Option thereafter shall again
become available for use under this Plan.
SECTION 4.
EFFECTIVE DATE
The effective date of this Plan, as
amended and restated herein, shall be the date it is adopted by the
Board.
SECTION 5.
ADMINISTRATION
5.1 GENERAL ADMINISTRATION. This
Plan shall be administered by the Board. The Board, acting in its
absolute discretion, shall exercise such powers and take such
action as expressly called for under this Plan. The Board shall
have the power to interpret this Plan and, subject to
Section 12 to take such other action in the administration and
operation of the Plan as it deems equitable under the
circumstances. The Board’s actions shall be binding on the
Company, on each affected Director, and on each other person
directly or indirectly affected by such actions.
5.2 DELEGATION OF AUTHORITY. The
Board may delegate its authority under the Plan, in whole or in
part, to a Committee appointed by the Board consisting of not less
than two (2) Directors. The members of the Committee shall
serve at the discretion of the Board. The Committee (if appointed)
shall act according to the policies and procedures set forth in the
Plan and to those policies and procedures established by the Board,
and the Committee shall have such powers and responsibilities as
are set forth by the Board. Reference to the Board in
this
2
Plan shall specifically include reference to the
Committee where the Board has delegated it authority to the
Committee, and any action by the Committee pursuant to a delegation
of authority by the Board shall be deemed an action by the Board
under the Plan. Notwithstanding the above, the Board may assume the
powers and responsibilities granted to the Committee at any time,
in whole or in part.
5.3 DECISIONS BINDING. All
determinations and decisions made by the Board (or its delegate)
pursuant to the provisions of this Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on
all persons, including the Company, its stockholders, Directors,
Participants, and their estates and beneficiaries.
SECTION 6.
ELIGIBILITY AND GRANTS OF
OPTIONS
6.1 INDIVIDUALS ELIGIBLE FOR GRANTS
OF OPTIONS. Only Eligible Directors shall be eligible for the grant
of Stock Options under this Plan. Eligible Directors shall receive
Options hereunder in accordance with the provisions of
Section 6.2 below.
6.2 GRANT OF OPTIONS. Options shall
be granted to Eligible Directors in accordance with the following
formulas:
(a) OPTIONS UPON INITIALLY BECOMING
A DIRECTOR. Upon initially becoming an Eligible Director after the
effective date, an individual shall be granted an Option to
purchase 10,000 Shares, with such Option subject to the provisions
of Section 7 below, and with such grant occurring on the date
on which the individual becomes an Eligible Director. Options
granted under this subsection (a) shall not be granted to a
Director who has previously served as a Director and who is again
becoming a Director, but shall only be granted upon an
individual’s initially becoming an eligible
Director.
(b) OPTIONS AFTER EACH FISCAL
QUARTER OF SERVICE. As of the end of each completed full fiscal
quarter of service as an Eligible Director after the effective
date, an individual shall be granted an option to purchase 5,000
shares, with such option subject to the provisions of
Section 7 below.
(c) TRANSITIONAL RULE. Except as
provided in this subsection (c), no individual who is serving as an
Eligible Director as of the effective date of this Plan shall be
entitled to any Options under subsection (b) above of this
Plan as a result of service prior to the effective date of the
Plan. Subsection (b) above of this Plan shall be retroactive
to the beginning of the Company’s fiscal year 2006 and each
individual who is serving as an Eligible Director as of the
effective date of this Plan shall be granted Options under the
terms and provisions of subsection (b) above of this Plan for
each completed full fiscal quarter of service as an Eligible
Director during the Company’s fiscal year 2006;
provi
