{"id":38284,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-stock-option-plan-legal-research-center-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-stock-option-plan-legal-research-center-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-stock-option-plan-legal-research-center-inc.html","title":{"rendered":"1997 Stock Option Plan &#8211; Legal Research Center Inc."},"content":{"rendered":"<pre>\n                             1997 Stock Option Plan\n\n\n\n\n\n\n\n\n                           LEGAL RESEARCH CENTER, INC.\n                             1997 STOCK OPTION PLAN\n\n\n                                   ARTICLE 1.\n                            ESTABLISHMENT AND PURPOSE\n\n     1.1  Establishment.  Legal Research  Center,  Inc. (the  'Company')  hereby\nestablishes a plan providing for the grant of stock options to certain  eligible\nindividuals who have or will render services to the Company.  This plan shall be\nknown as the Legal Research Center, Inc. 1997 Stock Option Plan (the 'Plan').\n\n     1.2  Purpose.  The purpose of the Plan is to advance the  interests  of the\nCompany and its  shareholders by enhancing the Company's  ability to attract and\nretain  qualified  persons to perform  services  for the  Company,  by providing\nincentives to such persons to put forth  maximum  efforts for the Company and by\nrewarding  persons who contribute to the  achievement of the Company's  economic\nobjectives.\n\n                                   ARTICLE 2.\n                                   DEFINITIONS\n\n     The following  terms have the meanings set forth below,  unless the context\notherwise requires:\n\n     2.1 'Affiliate'  means with respect to any Person,  (i) any Person directly\nor  indirectly  controlling,  controlled  by, or under common  control with such\nPerson,  (ii) any person owning or controlling  ten percent (10%) or more of the\noutstanding  voting interests of such Person,  (iii) any officer,  director,  or\ngeneral partner of such Person, or (iv) any Person who is an officer,  director,\ngeneral  partner or holder of ten percent (10%) or more of the voting  interests\nof any Person  described  in clauses (i)  through  (iii) of this  sentence.  For\npurposes of this  definition,  the term  'controls,'  'is controlled by,' or 'is\nunder common control with' shall mean the possession, direct or indirect, of the\npower to direct or cause the  direction  of the  management  and  policies  of a\nperson or  entity,  whether  through  the  ownership  of voting  securities,  by\ncontract or otherwise.\n\n     2.2 'Board' means the Board of Directors of the Company.\n\n     2.3 'Code' means the Internal Revenue Code of 1986, as amended.\n\n     2.4 'Committee'  means the group of individuals  administering the Plan, as\nprovided in Article 3 of the Plan.\n\n     2.5 'Common  Stock' means the common  stock of the Company,  par value $.01\nper share,  or the number and kind of shares of stock or other  securities  into\nwhich such Common  Stock may be changed in  accordance  with  Section 4.3 of the\nPlan.\n\n     2.6   'Disability'   means  the  permanent  and  total  disability  of  the\nParticipant within the meaning of Section 22(e)(3) of the Code.\n\n     2.7  'Eligible   Recipient'   means  all  employees   (including,   without\nlimitation,  officers and directors who are also employees),  Outside Directors,\nconsultants and independent contractors of the Company or any Subsidiary.\n\n     2.8 'Exchange Act' means the Securities Exchange Act of 1934, as amended.\n\n     2.9 'Fair  Market  Value'  means,  with  respect to the Common  Stock,  the\nfollowing:\n\n          (a) If the Common  Stock is listed or  admitted  to  unlisted  trading\n     privileges  on any  national  securities  exchange  or is not so  listed or\n     admitted  but  transactions  in the Common Stock are reported on the NASDAQ\n     National  Market  System,  the last sale price of the Common  Stock on such\n     exchange or reported by the\n\n\n                                       2\n\n\n\n     NASDAQ National Market System as of such date (or, if no shares were traded\n     on such day, as of the next preceding day on which there was such a trade).\n\n          (b) If the  Common  Stock is not so listed  or  admitted  to  unlisted\n     trading  privileges or reported on the NASDAQ National  Market System,  and\n     bid and asked prices therefor in the  over-the-counter  market are reported\n     by The Nasdaq SmallCap Market7 or the National  Quotation Bureau,  Inc. (or\n     any comparable  reporting  service),  the mean of the closing bid and asked\n     prices as of such date, as so reported by the NASDAQ System,  or, if not so\n     reported thereon,  as reported by the National  Quotation Bureau,  Inc. (or\n     such comparable reporting service).\n\n          (c) If the  Common  Stock is not so listed  or  admitted  to  unlisted\n     trading  privileges,  or reported on the NASDAQ National Market System, and\n     such bid and asked prices are not so reported,  such price as the Committee\n     determines in good faith in the exercise of its reasonable discretion.\n\n     2.10  'Incentive  Stock  Option'  means a right to  purchase  Common  Stock\ngranted  to an  Eligible  Recipient  pursuant  to  Article  6 of the  Plan  that\nqualifies as an 'incentive  stock  option'  within the meaning of Section 422 of\nthe Code.\n\n     2.11  'Non-Statutory  Stock Option' means a right to purchase  Common Stock\ngranted to an Eligible  Recipient pursuant to Article 6 or Article 7 of the Plan\nthat does not qualify as an Incentive Stock Option.\n\n     2.12  'Option'  means an Incentive  Stock Option or a  Non-Statutory  Stock\nOption.\n\n     2.13 'Outside  Director' means a member of the Board who is not an employee\nof the Company or any  Subsidiary  or Affiliate  thereof and who  satisfies  the\ndefinition of (i) a Non-Employee Director pursuant to Rule 16b-3 of the Exchange\nAct, and (ii) an 'outside director' pursuant to Section 162(m) of the Code.\n\n     2.14  'Participant'  means an Eligible  Recipient  who receives one or more\nOptions under the Plan.\n\n     2.15  'Person'  means  any  individual,  corporation,  partnership,  group,\nassociation  or other  'person'  (as such term is used in  Section  14(d) of the\nExchange Act), other than the Company,  a wholly owned subsidiary of the Company\nor any  employee  benefit  plan  sponsored  by the  Company  or a  wholly  owned\nsubsidiary of the Company.\n\n     2.16  'Previously  Acquired  Shares'  means shares of Common Stock that are\nalready  owned by the  Participant  and  shares of Common  Stock  that  could be\nacquired by the Participant pursuant to the exercise of an Option.\n\n     2.17 'Retirement' means the retirement of a Participant  pursuant to and in\naccordance  with the regular  or, if  approved by the Board for  purposes of the\nPlan, any early  retirement  plan or practice of the Company or Subsidiary  then\ncovering the Participant.\n\n     2.18 'Securities Act' means the Securities Act of 1933, as amended.\n\n     2.19  'Subsidiary'  means any subsidiary  corporation of the Company within\nthe meaning of Section 424(f) of the Code.\n\n                                   ARTICLE 3.\n                               PLAN ADMINISTRATION\n\n     3.1 The  Committee.  The Plan  shall be  administered  by the Board or by a\ncommittee  of the  Board  consisting  solely of two or more  Outside  Directors.\nMembers of such a committee,  if  established,  shall be appointed  from time to\ntime by the Board,  shall  serve at the  pleasure of the Board and may resign at\nany time upon written  notice to the Board.  A majority of the members of such a\ncommittee  shall  constitute  a quorum.  Such a committee  shall act by majority\napproval of the members,  shall keep  minutes of its meetings and shall  provide\ncopies of such  minutes to the Board.  Action of such a  committee  may be taken\nwithout a meeting if unanimous  written  consent is given.  Copies of minutes of\nsuch a  committee's  meetings  and of its  actions by written  consent  shall be\nprovided to the Board and kept with the  corporate  records of the  Company.  As\nused in this  Plan,  the term  'Committee'  will refer to the Board or to such a\ncommittee, if established.\n\n\n                                       3\n\n\n\n     3.2 Authority of the Committee.\n\n          (a) In accordance  with and subject to the provisions of the Plan, the\n     Committee shall have the authority to determine (i) the Eligible Recipients\n     who shall be  selected as  Participants,  (ii) the nature and extent of the\n     Options to be granted to each  Participant  (including the number of shares\n     of Common  Stock to be subject to each Option,  the exercise  price and the\n     manner in which Options will vest or become exercisable), (iii) the time or\n     times when Options will be granted,  (iv) the duration of each Option,  (v)\n     the  restrictions  and  other  conditions  to which the  exercisability  or\n     vesting of Options may be subject,  and (vi) such other  provisions  of the\n     Options as the Committee may deem  necessary or desirable and as consistent\n     with the terms of the Plan. The Committee shall determine the form or forms\n     of the  option  agreements  with  Participants  which  shall  evidence  the\n     particular  terms,  conditions,  rights and duties of the  Company  and the\n     Participants  with respect to Options granted  pursuant to the Plan,  which\n     agreements shall be consistent with the provisions of the Plan.\n\n          (b)  With  the  consent  of  the  Participant  affected  thereby,  the\n     Committee  may amend or modify the terms of any  outstanding  Option in any\n     manner,  provided  that the amended or modified  terms are permitted by the\n     Plan as then in effect.  Without  limiting the  generality of the foregoing\n     sentence,  the Committee may, with the consent of the Participant  affected\n     thereby,  modify the  exercise  price,  number of shares or other terms and\n     conditions  of an  Option,  extend the term of an  Option,  accelerate  the\n     exercisability or vesting or otherwise terminate any restrictions  relating\n     to an Option,  accept the surrender of any outstanding  Option,  or, to the\n     extent  not  previously  exercised  or vested,  authorize  the grant of new\n     Options in substitution for surrendered Options.\n\n          (c) The Committee  shall have the authority to interpret the Plan and,\n     subject to the provisions of the Plan, to establish,  adopt and revise such\n     rules and  regulations  relating  to the Plan as it may deem  necessary  or\n     advisable for the administration of the Plan. The Committee's decisions and\n     determinations  under  the  Plan  need  not be  uniform  and  may  be  made\n     selectively  among  Participants,  whether  or not  such  Participants  are\n     similarly situated. Each determination, interpretation or other action made\n     or taken by the Committee  pursuant to the  provisions of the Plan shall be\n     conclusive  and binding for all  purposes  and on all  persons,  including,\n     without limitation,  the Company and its Subsidiaries,  the shareholders of\n     the Company, the Committee and each of its members, the directors, officers\n     and employees of the Company and its Subsidiaries, and the Participants and\n     their  successors in interest.  No member of the Committee  shall be liable\n     for any action or determination made in food faith with respect to the Plan\n     or any Option granted under the Plan.\n\n                                   ARTICLE 4.\n                            STOCK SUBJECT TO THE PLAN\n\n     4.1 Number of Shares.  Subject to  adjustment  as  provided  in Section 4.3\nbelow, the maximum number of shares of Common Stock that shall be authorized and\nreserved for issuance under the Plan shall be 700,000 shares of Common Stock.\n\n     4.2 Shares  Available  for Use.  Shares of Common  Stock that may be issued\nupon exercise of Options shall be applied to reduce the maximum number of shares\nof Common Stock remaining available for use under the Plan. Any shares of Common\nStock that are  subject  to an Option  (or any  portion  thereof)  that  lapses,\nexpires or for any reason is terminated  unexercised  shall become available for\nuse under the Plan. Also,  Previously  Acquired Shares which are tendered to the\nCompany in satisfaction  or partial  satisfaction of the Exercise Price pursuant\nto  Section  6.6 or in  satisfaction  or  partial  satisfaction  of  withholding\nobligations  pursuant to Article 9 shall become available for use under the Plan\nto the extent permitted by Rule 16b-3 of the Exchange Act.\n\n     4.3  Adjustments  to Shares.  In the event of any  reorganization,  merger,\nconsolidation, recapitalization,  liquidation, reclassification, stock dividend,\nstock split,  combination of shares, rights offering,  extraordinary dividend or\ndivestiture  (including  a  spin-off)  or any  other  change  in  the  corporate\nstructure or shares of the Company, the Committee (or, if the Company is not the\nsurviving  corporation  in any such  transaction,  the board of directors of the\nsurviving  corporation) may make  appropriate  adjustment  (which  determination\nshall  be  conclusive)  as to the  number  and  kind of  securities  subject  to\noutstanding  Options.  Without limiting the generality of the foregoing,  in the\nevent that any of such  transactions  are effected in such a way that holders of\nCommon Stock shall be entitled to receive stock, securities or assets, including\ncash,  with respect to or in exchange for such Common  Stock,  all  Participants\nholding outstanding Options shall upon the exercise of such\n\n\n                                       4\n\n\n\nOption  receive,  in lieu of any shares of Common  Stock they may be entitled to\nreceive,  such stock  securities or assets,  including  cash, as would have been\nissued  to such  Participants  if  their  Options  had been  exercised  and such\nParticipants had received Common Stock prior to such transaction.\n\n                                   ARTICLE 5.\n                                  PARTICIPATION\n\n     Participants  in the Plan shall be those  Eligible  Recipients  who, in the\njudgment of the Committee, have performed, are performing, or during the term of\nan Option will perform, services in the management, operation and development of\nthe  Company  or  any  Subsidiary  or  Affiliate   thereof,   and  significantly\ncontributed,  are  significantly  contributing or are expected to  significantly\ncontribute  to  the  achievement  of  corporate  economic  objectives.  Eligible\nRecipients  may be  granted  from  time to time one or more  Options,  as may be\ndetermined by the Committee in its sole discretion.  The number, type, terms and\nconditions  of  Options  granted  to  various  Eligible  Recipients  need not be\nuniform,  consistent or in accordance with any plan,  regardless of whether such\nEligible Recipients are similarly situated.  Upon determination by the Committee\nthat an Option is to be granted to an Eligible  Recipient,  written notice shall\nbe given  such  person,  specifying  the  terms,  conditions,  rights and duties\nrelated  thereto.  Each  Eligible  Recipient  to whom an Option is to be granted\nshall enter into an agreement  with the Company,  in such form as the  Committee\nshall  determine  and  which is  consistent  with the  provisions  of the  Plan,\nspecifying such terms, conditions, rights and duties. Options shall be deemed to\nbe granted as of the date  specified in the grant  resolution of the  Committee,\nand the related option agreements shall be dated as of such date.\n\n                                   ARTICLE 6.\n                                  STOCK OPTIONS\n\n     6.1 Grant.  An Eligible  Recipient may be granted one or more Options under\nthe Plan,  and such  Options  shall be  subject  to such  terms and  conditions,\nconsistent with the other  provisions of the Plan, as shall be determined by the\nCommittee in its sole discretion.  The Committee may designate whether an Option\nis to be considered an Incentive Stock Option or a  Non-Statutory  Stock Option;\nprovided,  however,  that an Incentive  Stock Option shall be granted only to an\nEligible  Recipient  who  is an  employee  of the  Company  or a  Subsidiary  or\nAffiliate thereof.  The terms of the agreement relating to a Non-Statutory Stock\nOption  shall  expressly  provide  that such  Option  shall not be treated as an\nIncentive  Stock  Option.  Options  shall be granted  for no cash  consideration\nunless minimal cash consideration is required by applicable law.\n\n     6.2 Exercise.  An Option shall become exercisable at such times and in such\ninstallments  (which may be  cumulative) as shall be determined by the Committee\nin its sole discretion at the time the Option is granted. Upon the completion of\nits exercise period, an Option, to the extent not then exercised, shall expire.\n\n     6.3 Exercise Price.\n\n          (a)  Incentive  Stock  Options.  The per share price to be paid by the\n     Participant  at the time an Incentive  Stock  Option is exercised  shall be\n     determined by the Committee,  in its discretion,  at the date of its grant;\n     provided,  however,  that such price shall not be less than (i) 100% of the\n     Fair  Market  Value of one share of Common  Stock on the date the Option is\n     granted, or (ii) 110% of the Fair Market Value of one share of Common Stock\n     on the date the Option is granted  if, at that time the Option is  granted,\n     the  Participant  owns,  directly or indirectly (as determined  pursuant to\n     Section  424(d) of the Code),  more than 10% of the total  combined  voting\n     power of all  classes of stock of the Company or any  subsidiary  or parent\n     corporation  of the Company  (within  the  meaning of  Sections  424(f) and\n     424(e), respectively, of the Code).\n\n          (b) Non-Statutory Stock Options. The per share price to be paid by the\n     Participant at the time a Non-Statutory  Stock Option is exercised shall be\n     determined by the  Committee in its sole  discretion at the time the Option\n     is granted; provided,  however, that such price shall not be less than 100%\n     of the Fair  Market  Value of one  share  of  Common  Stock on the date the\n     Option is granted.\n\n     6.4 Duration.\n\n          (a)  Incentive  Stock  Options.  The period  during which an Incentive\n     Stock Option may be exercised  shall be fixed by the  Committee in its sole\n     discretion at the time such Option is granted; provided,\n\n\n                                       5\n\n\n\n     however,  that in no event shall such period exceed ten (10) years from its\n     date of grant  or,  in the case of a  Participant  who  owns,  directly  or\n     indirectly  (as determined  pursuant to Section  424(d) of the Code),  more\n     than 10% of the total combined  voting power of all classes of stock of the\n     Company or any subsidiary or parent  corporation of the Company (within the\n     meaning of Section 424(f) and 424(e), respectively,  of the Code), five (5)\n     years from its date of grant.\n\n          (b)   Non-Statutory   Stock   Options.   The  period  during  which  a\n     Non-Statutory Stock Option may be exercised shall be fixed by the Committee\n     in its sole discretion at its date of grant.\n\n          (c)  Effect  of   Termination   of   Employment   or  Other   Service.\n     Notwithstanding this Section 6.4, except as provided in Articles 7 and 8 of\n     the Plan, all Options  granted to a Participant  shall terminate and may no\n     longer be exercised upon the termination of the Participant's employment or\n     other status with the Company, its Affiliates or Subsidiaries.\n\n           6.5 Manner of Exercise.  An Option may be exercised by a  Participant\nin whole or in part  from  time to time,  subject  to the  conditions  contained\nherein and in the agreement  evidencing such Option,  by delivery,  in person or\nthrough  certified  or  registered  mail,  of written  notice of exercise to the\nCompany at its principal executive office (Attention:  Chief Financial Officer),\nand by paying in full the total Option  exercise  price for the shares of Common\nStock  purchased.  Such notice shall be in a form  satisfactory to the Committee\nand shall  specify  the  particular  Option (or portion  thereof)  that is being\nexercised  and the  number of shares  with  respect to which the Option is being\nexercised.  Subject to compliance with Section 11.1 of the Plan, the exercise of\nthe Option  shall be deemed  effective  upon  receipt of such notice and payment\ncomplying with the terms of the Plan and the agreement  evidencing  such Option.\nAs  soon  as  practicable  after  the  effective  exercise  of the  Option,  the\nParticipant  shall be recorded on the stock transfer books of the Company as the\nowner of the shares purchased,  and the Company shall deliver to the Participant\none or more duly issued  stock  certificates  evidencing  such  ownership.  If a\nParticipant  exercises  any Option  with  respect to some,  but not all,  of the\nshares of Common Stock subject to such Option, the right to exercise such Option\nwith  respect  to the  remaining  shares  shall  continue  until its  expires or\nterminates in  accordance  with its terms.  An Option shall only be  exercisable\nwith respect to whole shares.\n\n     6.6 Payment of Exercise Price. The total purchase price of the shares to be\npurchased  upon exercise of an Option shall be paid entirely in cash  (including\ncheck, bank draft or money order); provided, however, that the Committee, in its\nsole  discretion,  may allow such  payments to be made,  in whole or in part, by\ntransfer from the Participant to the Company of Previously  Acquired Shares.  In\ndetermining  whether or upon what terms and  conditions  a  Participant  will be\npermitted to pay the purchase  price of an Option in a form other than cash, the\nCommittee may consider all relevant facts and circumstances,  including, without\nlimitation,  the tax and securities law  consequences to the Participant and the\nCompany and the financial  accounting  consequences to the Company. In the event\nthe  Participant is permitted to pay the purchase price of an Option in whole or\nin part with Previously Acquired Shares, the value of such shares shall be equal\nto their Fair Market  Value on the date of exercise of the Option.  No shares of\nthe Common Stock shall be delivered pursuant to the exercise of any Option until\npayment in full of any amount  required  to be paid  pursuant to the Plan or the\napplicable option agreement is, or is arranged to be, received by the Company.\n\n     6.7  Rights as a  Shareholder.  The  Participant  shall have no rights as a\nshareholder  with  respect  to any shares of Common  Stock  covered by an Option\nuntil the Participant shall have become the holder of record of such shares, and\nno  adjustments  shall be made for  dividends  or other  distributions  or other\nrights as to which there is a record  date  preceding  the date the  Participant\nbecomes  the  holder of  record of such  shares,  except  as the  Committee  may\ndetermine pursuant to Section 4.3 of the Plan.\n\n     6.8  Disposition  of Common  Stock  Acquired  Pursuant  to the  Exercise of\nIncentive  Stock Options.  Prior to making a disposition  (as defined in Section\n424(c) of the  Code) of any  shares of Common  Stock  acquired  pursuant  to the\nexercise  of an  Incentive  Stock  Option  granted  under  the Plan  before  the\nexpiration of two years after its date of grant or before the  expiration of one\nyear  after its date of  exercise  and the date on which  such  shares of Common\nStock were  transferred to the  Participant  pursuant to exercise of the Option,\nthe Participant shall send written notice to the Company of the proposed date of\nsuch disposition, the number of shares to be disposed of, the amount of proceeds\nto be received from such disposition and any other information  relating to such\ndisposition that the Company may reasonably request.  The right of a Participant\nto make any such disposition  shall be conditioned on the receipt by the Company\nof all amounts necessary to satisfy any federal,  state or local withholding and\nemployment-related  tax  requirements  attributable  to  such  disposition.  The\nCommittee shall\n\n\n                                       6\n\n\n\nhave the right, in its sole discretion, to endorse the certificates representing\nsuch  shares with a legend  restricting  transfer  and to cause a stop  transfer\norder to be entered  with the  Company's  transfer  agent until such time as the\nCompany  receives  the  amounts   necessary  to  satisfy  such  withholding  and\nemployment-related  tax requirements or until the later of the expiration of two\nyears from its date of grant or one year from its date of exercise  and the date\non which  such  shares  were  transferred  to the  Participant  pursuant  to the\nexercise of the Option.\n\n     6.9 Aggregate  Limitation of Stock Subject to Incentive  Stock Options.  To\nthe extent that the aggregate  Fair Market Value  (determined  as of the date an\nIncentive Stock Option is granted) of the shares of Common Stock with respect to\nwhich  incentive  stock options  (within the meaning of Section 422 of the Code)\nare  exercisable  for the first time by a  Participant  during any calendar year\n(under the Plan and any other incentive stock option plans of the Company or any\nsubsidiary  or any parent  corporation  of the  Company  (within  the meaning of\nSections  424(f) and 424(e),  respectively,  of the Code)) exceeds  $100,000 (or\nsuch  other  amount as may be  prescribed  by the Code from time to time),  such\nexcess  Options  shall  be  treated  as   Non-Statutory   Stock   Options.   The\ndetermination  shall be made by taking  incentive  stock options into account in\nthe order in which they were  granted.  If such excess only applies to a portion\nof an incentive stock option, the Committee, in its discretion,  shall designate\nwhich  shares  shall be treated as shares to be  acquired  upon  exercise  of an\nincentive stock option.\n\n                                   ARTICLE 7.\n              EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE\n\n     7.1 Termination of Employment or Other Service Due to Death,  Disability or\nRetirement.  In the event a  Participant's  employment or other service with the\nCompany and all  Subsidiaries  or  Affiliates  is  terminated  by reason of such\nParticipant's death, Disability or Retirement, all outstanding Options then held\nby the  Participant  shall  become  immediately  exercisable  in full and remain\nexercisable  after such  termination for a period of three months in the case of\nRetirement  and one year in the case of  death  or  Disability  (but in no event\nafter the expiration date of any such Option).\n\n     7.2  Termination  of  Employment  or Other  Service for Reasons  Other than\nDeath,  Disability or Retirement.  Unless otherwise  determined by the Committee\neither  at the  time an  Option  is  granted  or  thereafter,  in the  event  of\ntermination of the Participant's employment or other status with the Company and\nall  Subsidiaries  or Affiliates in relation to which the Option was granted for\nany  reason  other  than  death,  Disability  or  Retirement,  all rights of the\nParticipant  under the Plan shall  immediately  terminate  without notice of any\nkind,  and  no  Options  then  held  by  the  Participant  shall  thereafter  be\nexercisable;  provided,  however,  that if such termination is due to any reason\nother  than  termination  by the  Company or any  Subsidiary  or  Affiliate  for\n'cause,'  all  outstanding  Options then held by such  Participant  shall remain\nexercisable  to the extent  exercisable as of such  termination  for a period of\nthree months after such  termination  (but in no event after the expiration date\nof any such  Option).  For  purposes of this Section  7.2,  'cause'  shall be as\ndefined  in any  employment  or other  agreement  or  policy  applicable  to the\nParticipant  or,  if  no  such  agreement  or  policy  exists,  shall  mean  (a)\ndishonesty,  fraud,  misrepresentation,  embezzlement  or material or deliberate\ninjury  or  attempted  injury,  in  each  case  related  to the  Company  or any\nSubsidiary,  (b) any unlawful or criminal activity of a serious nature,  (c) any\nwillful  breach  of  duty,   habitual   neglect  of  duty  or  unreasonable  job\nperformance,  or (d) any material breach of a confidentiality  or noncompetition\nagreement entered into with the Company or any Subsidiary.\n\n     7.3 Modification of Effect of Termination.  Notwithstanding  the provisions\nof this  Article 7, upon a  Participant's  termination  of  employment  or other\nstatus with the Company and all Subsidiaries or Affiliates with respect to which\nOptions were granted,  the Committee may, in its sole  discretion  (which may be\nexercised before or following such termination)  cause Options,  or any portions\nthereof,  then  held  by such  Participant  to  become  exercisable  and  remain\nexercisable   following  such  termination  in  the  manner  determined  by  the\nCommittee;  provided,  however,  that no Option shall be  exercisable  after the\nexpiration date thereof and any Incentive Stock Option that remains  unexercised\nmore than three months following employment  termination by reason of Retirement\nor more than one year  following  employment  termination  by reason of death or\nDisability shall thereafter be deemed to be a Non-Statutory Stock Option.\n\n     7.4 Date of Termination.  Unless the Committee shall otherwise determine in\nits sole  discretion,  a  Participant's  employment or other service shall,  for\npurposes of the Plan, be deemed to have terminated on the date such  Participant\nceases to perform  services for the Company and all  Subsidiaries or Affiliates,\nas determined in good faith by the Committee.\n\n\n                                       7\n\n\n\n                                   ARTICLE 8.\n                                CHANGE OF CONTROL\n\n     8.1  Change in  Control.  For  purposes  of this  Article  8, a 'Change  in\nControl'  of the  Company  shall  mean (a) the sale,  lease,  exchange  or other\ntransfer  of all or  substantially  all of the  assets  of the  Company  (in one\ntransaction or in a series of related transactions) to a corporation that is not\ncontrolled by the Company,  (b) the approval by the  shareholders of the Company\nof any plan or proposal for the  liquidation or  dissolution of the Company,  or\n(c) a change in control of the  Company of a nature that would be required to be\nreported (assuming such event has not been 'previously reported') in response to\nItem 1(a) of the Current  Report on Form 8-K, as in effect on the effective date\nof the Plan, pursuant to Section 13 or 15(d) of the Exchange Act, whether or not\nthe Company is then subject to such reporting  requirement;  provided,  however,\nthat,  without  limitation,  such a Change  in  Control  shall be deemed to have\noccurred at such time as (i) any Person  becomes after the effective date of the\nPlan the  'beneficial  owner' (as defined in Rule 13d-3 under the Exchange Act),\ndirectly  or  indirectly,  of 20% or more of the  combined  voting  power of the\nCompany's  outstanding  securities  ordinarily  having  the  right  to  vote  at\nelections  of  directors,  or (ii)  individuals  who  constitute  the  board  of\ndirectors of the Company on the effective  date of the Plan cease for any reason\nto constitute at least a majority  thereof,  provided that any person becoming a\ndirector  subsequent  to the  effective  date of the  Plan  whose  election,  or\nnomination for election by the Company's shareholders, was approved by a vote of\nat least a majority of the  directors  comprising or deemed  pursuant  hereto to\ncomprise the Board on the effective  date of the Plan (either by a specific vote\nor by  approval  of the proxy  statement  of the Company in which such person is\nnamed as a nominee for director)  shall be, for purposes of this clause (ii) and\nthe  following  sentence,  considered as though such person were a member of the\nBoard  on the  effective  date  of the  Plan.  Notwithstanding  anything  in the\nforegoing to the contrary, no Change in Control shall be deemed to have occurred\nfor purposes of this Section 8.1 by virtue of any  transaction  which shall have\nbeen approved by the  affirmative  vote of at least a majority of the members of\nthe Board on the effective date of the Plan.\n\n     8.2  Acceleration  of Vesting.  If a Change of Control of the Company shall\noccur, the Committee, in its sole discretion, may determine that all outstanding\nOptions  shall  become   immediately   exercisable  in  full  and  shall  remain\nexercisable  during the  remaining  term  thereof,  regardless  of  whether  the\nemployment  or other status of the  Participants  with respect to which  Options\nhave been granted shall continue with the Company or any Subsidiary.\n\n     8.3 Cash Payment.  If a Change of Control of the Company shall occur,  then\nthe  Committee,  in  its  sole  discretion,  and  without  the  consent  of  any\nParticipant  effected  thereby,  may  determine  that  some or all  Participants\nholding  outstanding  Options shall receive,  with respect to some or all of the\nshares of Common Stock subject to such Options,  as of the effective date of any\nsuch Change in Control of the Company,  cash in an amount equal to the excess of\nthe Fair Market Value of such shares  immediately prior to the effective date of\nsuch Change of Control of the Company over the exercise  price per share of such\nOptions.\n\n     8.4 Limitation on Change in Control Payments.  Notwithstanding  anything in\nSection 8.2 or 8.3 above to the contrary, if, with respect to a Participant, the\nacceleration  of the  exercisability  of an Option as provided in Section 8.2 or\nthe  payment of cash in  exchange  for all or part of an Option as  provided  in\nSection 8.3 above  (which  acceleration  or payment  could be deemed a 'payment'\nwithin the meaning of Section  280G(b)(2) of the Code),  together with any other\npayments which such Participant has the right to receive from the Company or any\ncorporation  which is a member of an  'affiliated  group' (as defined in Section\n1504(a) of the Code without regard to Section  1504(b) of the Code) of which the\nCompany is a member,  would  constitute  a  'parachute  payment'  (as defined in\nSection 280G(b)(2) of the Code), then the acceleration of exercisability and the\npayments to such  Participant  pursuant  to Sections  8.2 and 8.3 above shall be\nreduced  to the  largest  extent  or  amount  as,  in the sole  judgment  of the\nCommittee,  will  result in no portion  of such  payments  being  subject to the\nexcise tax imposed by Section 4999 of the Code.\n\n                                   ARTICLE 9.\n                 RIGHT TO WITHHOLD; PAYMENT OF WITHHOLDING TAXES\n\n     The Company is entitled to (a) withhold and deduct from future wages of the\nParticipant (or from other amounts which may be due and owing to the Participant\nfrom the Company) or make other  arrangements for the collection of, all legally\nrequired  amounts  necessary  to satisfy  any and all  federal,  state and local\nwithholding and  employment-related  tax  requirements  (i)  attributable to the\ngrant or  exercise  of an  Option  or to a  disqualifying  disposition  of stock\nreceived upon exercise of an Incentive Stock Option, or (ii) otherwise  incurred\nwith respect liability to an Option, or (b) require the Participant  promptly to\nremit the amount of such withholding  liability to the Company before taking any\naction with respect\n\n\n                                       8\n\n\n\nto the exercise of an Option or the issuance of any stock certificate  either to\nthe Participant or any transferee.  The Committee,  in its sole discretion,  may\npermit a  Participant  to pay all or a  portion  of such  withholding  liability\neither  by  surrendering   Previously  Acquired  Shares  already  owned  by  the\nParticipant  or by  electing to have the Company  retain  shares  subject to the\nOption, provided that the Committee determines that the fair market value of the\nsurrendered  Previously  Acquired Shares or the retained shares is equal to such\nwithholding liability.\n\n                                   ARTICLE 10.\n                 RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS;\n                                 TRANSFERABILITY\n\n     10.1  Employment or Service.  Nothing in the Plan shall  interfere  with or\nlimit in any way the right of the Company or any  Subsidiary  to  terminate  the\nemployment or service of any Eligible  Recipient or  Participant at any time, or\nconfer upon any Eligible  Recipient or Participant  any right to continue in the\nemploy or service of the Company or any Subsidiary.\n\n     10.2 Restrictions on Transfer.  Other than pursuant to a qualified domestic\nrelations  order  (as  defined  by  the  Code),  no  right  or  interest  of any\nParticipant  in an  Option  prior  to the  exercise  of such  Options  shall  be\nassignable or transferable, or subjected to any lien, during the lifetime of the\nParticipant,  either  voluntarily or involuntarily,  directly or indirectly,  by\noperation  of  law  or  otherwise,   including  execution,   levy,  garnishment,\nattachment,  pledge,  divorce  or  bankruptcy.  In the event of a  Participant's\ndeath, such  Participant's  rights and interest in Options shall be transferable\nby testamentary will or the laws of descent and distribution, and payment of any\namounts due under the Plan shall be made to, and exercise of any Options (to the\nextent  permitted  pursuant  to  Article  7 of the  Plan)  may be made  by,  the\nParticipant's legal representatives, heirs or legatees. If in the opinion of the\nCommittee a Participant holding an Option is disabled from caring for his or her\naffairs because of mental condition, physical condition or age, any payments due\nthe Participant may be made to, and any rights of the Participant under the Plan\nshall be exercised by, such Participant's  guardian,  conservator or other legal\npersonal representative upon furnishing the Committee with evidence satisfactory\nto the Committee of such status.\n\n     10.3 Non-Exclusivity of the Plan. Nothing contained in the Plan is intended\nto amend,  modify or  rescind  any  previously  approved  compensation  plans or\nprograms  entered  into by the  Company.  The Plan  will be  construed  to be in\naddition to any and all such other plans or  programs.  Neither the  adoption of\nthe Plan nor the submission of the Plan to the  shareholders  of the Company for\napproval will be construed as creating any limitations on the power or authority\nof the Board to adopt such additional or other compensation  arrangements as the\nBoard may deem necessary or desirable.\n\n                                   ARTICLE 11.\n                           SECURITIES LAW RESTRICTIONS\n\n     11.1 Share  Issuances.  Notwithstanding  any other provision of the Plan or\nany agreements  entered into pursuant hereto,  the Company shall not be required\nto issue or deliver any  certificate for shares of Common Stock under this Plan,\nand an Option shall not be considered to be exercised notwithstanding the tender\nby the Participant of any consideration  therefor,  unless and until each of the\nfollowing conditions has been fulfilled:\n\n          (a) (i)  There  shall  be in  effect  with  respect  to such  shares a\n     registration  statement  under the Securities Act and any applicable  state\n     securities  laws if the  Committee,  in its  sole  discretion,  shall  have\n     determined   to  file,   cause  to  become   effective   and  maintain  the\n     effectiveness of such registration  statement; or (ii) if the Committee has\n     determined not to so register the shares of Common Stock to be issued under\n     the Plan, (A)  exemptions  from  registration  under the Securities Act and\n     applicable  state  securities laws shall be available for such issuance (as\n     determined  by  counsel  to the  Company)  and (B)  there  shall  have been\n     received from the Participant (or, in the event of death or disability, the\n     Participant's  heir(s) or legal  representative(s))  any representations or\n     agreements  requested by the Company in order to permit such issuance to be\n     made pursuant to such exemptions; and\n\n          (b) There  shall have been  obtained  any other  consent,  approval or\n     permit from any state or federal  governmental  agency which the  Committee\n     shall, in its sole discretion upon the advice of counsel, deem necessary or\n     advisable.\n\n\n                                       9\n\n\n\n     11.2 Share  Transfers.  Shares of Common Stock  issued  pursuant to Options\ngranted  under  the  Plan  may  not be  sold,  assigned,  transferred,  pledged,\nencumbered  or otherwise  disposed of,  whether  voluntarily  or  involuntarily,\ndirectly or  indirectly,  by operation of law or otherwise,  except  pursuant to\nregistration  under the Securities Act and applicable  state  securities laws or\npursuant to exemptions  from such  registrations.  The Company may condition the\nsale,  assignment,  transfer,  pledge,  encumbrance or other disposition of such\nshares not issued  pursuant to an effective and current  registration  statement\nunder the Securities Act and all applicable state securities laws on the receipt\nfrom the party to whom the shares of Common  Stock are to be so  transferred  of\nany  representations  or  agreement  requested by the Company in order to permit\nsuch  transfer to be made  pursuant to exemptions  from  registration  under the\nSecurities Act and applicable state securities laws.\n\n     11.3 Holding Period Requirements.  Any Options granted and any Common Stock\nacquired pursuant to the exercise of Options under this Plan may be subject to a\nsix-month  holding  requirement from the grant date in order for the transaction\nto be exempt from the short-swing  trading profits provision of Section 16(b) of\nthe Exchange Act.\n\n     11.4 Legends.\n\n          (a)  Unless a  registration  statement  under the  Securities  Act and\n     applicable  state securities laws is in effect with respect to the issuance\n     or transfer  of shares of Common  Stock  under the Plan,  each  certificate\n     representing   any  such  shares  shall  be  endorsed   with  a  legend  in\n     substantially  the following form, unless counsel for the Company is of the\n     opinion as to any such certificate that such legend is unnecessary:\n\n          THE  SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED\n          UNDER THE SECURITIES ACT OF 1933, AS AMENDED ('THE ACT'), OR\n          UNDER  APPLICABLE  STATE  SECURITIES  LAWS. THESE SECURITIES\n          HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR\n          SALE, SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,  ENCUMBERED OR\n          OTHERWISE  DISPOSED  OF  EXCEPT  PURSUANT  TO  AN  EFFECTIVE\n          REGISTRATION  STATEMENT UNDER THE ACT AND SUCH STATE LAWS OR\n          PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND\n          SUCH  STATE  LAWS,  THE  AVAILABILITY  OF  WHICH  IS  TO  BE\n          ESTABLISHED TO THE SATISFACTION OF THE COMPANY.\n\n          (b) The Committee,  in its sole discretion,  may endorse  certificates\n     representing  shares  issued  pursuant to the exercise of  Incentive  Stock\n     Options with a legend in substantially the following form:\n\n          THE SHARES  REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,\n          TRANSFERRED,  ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED\n          OF ON OR  BEFORE  [THE  LATER OF THE  ONE-YEAR  OR  TWO-YEAR\n          INCENTIVE STOCK OPTION HOLDING  PERIODS],  WITHOUT THE PRIOR\n          WRITTEN CONSENT OF THE COMPANY.\n\n                                   ARTICLE 12.\n                  PLAN AMENDMENT; MODIFICATION AND TERMINATION\n\n     12.1  Amendment;  Modification;  Termination.  The  Board  may  suspend  or\nterminate  the Plan or any portion  thereof at any time,  and may amend the Plan\nfrom time to time in such respects as the Board may deem advisable in order that\nOptions  under  the Plan  shall  conform  to any  change in  applicable  laws or\nregulations  or in any  other  respect  the  Board  may  deem to be in the  best\ninterests of the Company;  provided,  however,  that no such amendment  shall be\neffective,  without approval of the shareholders of the Company,  if shareholder\napproval of the  amendment is then  required to comply with or obtain  exemptive\nrelief  under any tax or  regulatory  requirement  the Board deems  desirable to\ncomply with or obtain exemptive relief under, including without limitation, Rule\n16b-3 under the Exchange Act or any successor rule or Section 422 of the Code or\nunder the applicable  rules or  regulations  of any  securities  exchange or the\nNASD;  and provided  further that the  provisions  of Sections  7.1, 7.2 and 7.3\nhereof may not be amended  more often than once during any six (6) month  period\nother than to comport with changes in the Code, the Employee Retirement Security\nAct, or the rules and  regulations  thereunder.  No  termination,  suspension or\namendment of the Plan shall alter or impair any  outstanding  Option without the\n\n\n                                       10\n\n\n\nconsent  of the  Participant  affected  thereby;  provided,  however,  that this\nsentence shall not impair the right of the Committee to take whatever  action it\ndeems appropriate under Section 4.3 or Article 8 of the Plan.\n\n                                   ARTICLE 13.\n                           EFFECTIVE DATE OF THE PLAN\n\n     13.1  Effective  Date. The Plan is effective as of April 15, 1997, the date\nadopted by the Board.  Notwithstanding  any other provision contained herein, if\nthe company has not obtained  shareholder approval of this Plan within 12 months\nof the effective date specified  above,  this Plan shall become null and void as\nif it had never been adopted by the Board.\n\n     13.2  Duration of the Plan.  The Plan shall  terminate at midnight on April\n14, 2007,  and may be terminated  prior  thereto by Board action,  and no Option\nshall be granted after such termination. Options outstanding upon termination of\nthe Plan may continue to be exercised in accordance with their terms.\n\n                                   ARTICLE 14.\n                                  MISCELLANEOUS\n\n     14.1 Construction and Headings.  The use of the masculine gender shall also\ninclude within its meaning the feminine, and the singular may include the plural\nand the plural may include the singular, unless the context clearly indicates to\nthe contrary.  The headings of the  Articles,  Sections and subparts of the Plan\nare for  convenience  of  reading  only and are not  meant to be of  substantive\nsignificance  and shall not add or detract  from the  meaning  of such  Article,\nSection or subpart.\n\n     14.2  Governing  Law.  The  place of  administration  of the Plan  shall be\nconclusively  deemed to be within  the State of  Minnesota,  and the  rights and\nobligations  of any and all  persons  having or claiming to have had an interest\nunder the Plan or under any agreements  evidencing  Options shall be governed by\nand construed exclusively and solely in accordance with the laws of the State of\nMinnesota  without regard to conflict of laws  provisions of any  jurisdictions.\nAll parties agree to submit to the  jurisdiction of the state and federal courts\nof Minnesota with respect to matters relating to the Plan and agree not to raise\nor assert the defense that such forum is not convenient for such party.\n\n     14.3  Successors and Assigns.  This Plan shall be binding upon and inure to\nthe benefit of the successors and permitted  assigns of the Company,  including,\nwithout limitation,  whether by way of merger, consolidation,  operation of law,\nassignment,  purchase or other acquisition of substantially all of the assets or\nbusiness of the  Company,  and any and all such  successors  and  assigns  shall\nabsolutely and unconditionally assume all of the Company's obligations under the\nPlan.\n\n     14.4 Survival of Provisions. The rights, remedies, agreements,  obligations\nand  covenants  contained  in or  made  pursuant  to  the  Plan,  any  agreement\nevidencing  an  Option  and  any  other  notices  or  agreements  in  connection\ntherewith,  including,  without limitation, any notice of exercise of an Option,\nshall survive the execution and delivery of such notices and  agreements and the\ndelivery  and receipt of shares of Common  Stock and shall  remain in full force\nand effect.\n\n     IN WITNESS  WHEREOF,  and as evidence  of the  adoption of this Plan by the\nCompany,  the  Company  has  caused  this Plan to be  signed by the  undersigned\nofficer,  thereunto duly authorized  pursuant to the resolutions of the Board of\nDirectors adopted on April 15, 1997.\n\n     Date: April 15, 1997\n\n\n                                           LEGAL RESEARCH CENTER, INC.\n\n\n                                           By:    \/s\/ Christopher R. Ljungkull\n                                                 ----------------------------\n                                           Name:  Christopher R. Ljungkull\n                                           Title: Chief Executive Officer\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8037],"corporate_contracts_industries":[9504],"corporate_contracts_types":[9539,9545],"class_list":["post-38284","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legal-research-center-inc","corporate_contracts_industries-services__legal","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38284","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38284"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38284"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38284"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38284"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}