Contract

INTEGRATED MANAGEMENT INFORMATION, INC. 2005 NON-QUALIFIED STOCK OPTION PLAN This 2005 Non-Qualified Stock Option Plan correctly sets forth theprovisions of the 2005 Non-Qualified Stock Option Plan. ARTICLE I ESTABLISHMENT AND PURPOSEI.1 Establishment. INTEGRATED MANAGEMENT INFORMATION, INC., a Missouricorporation (“Company”), hereby establishes a Non-Qualified stock option planfor employees, independent contractors and consultants providing materialservices other than those independent contractors and consultants involved incapital-raising activities including fundraising public relations, to theCompany and its present and future subsidiaries which shall be known as the”2005 NON-QUALIFIED STOCK OPTION PLAN” (the “Plan”). None of the options issuedto employees pursuant to the Plan may constitute incentive stock options withinthe meaning of Section 422 of the Internal Revenue Code. Options issued pursuantto the Plan shall constitute non-qualified options. I.2 Purpose. The purpose of this Plan is to enhance shareholder investmentby attracting, retaining and motivating key employees, independent contractorsand consultants of the Company, and to encourage stock ownership by such personsby providing them with a means to acquire a proprietary interest in theCompany’s success. ARTICLE II DEFINITIONS II.1 Definitions. Whenever used herein, the following terms shall have therespective meanings set forth below, unless the context clearly requiresotherwise, and when said meaning is intended, the term shall be capitalized.(a) “Board” means the Board of Directors of the Company.(b) “Code” means the Internal Revenue Code, as amended.(c) “Committee” shall mean the Committee provided by Article IVhereof, which may be created at the discretion of the Board.(d) “Company” means INTEGRATED MANAGEMENT INFORMATION, INC., a Missouri corporation.(e) “Consultant” means any person or entity, including a Parent Corporation or a Subsidiary Corporation, who provides services (other than as an Employee) to the Company, a Parent Corporation or a Subsidiary Corporation, and shall include independent contractors, Non-Employee Officers and Non-Employee Directors, as defined subsequently.(f) “Date of Exercise” means the date the Company receives notice, by an Optionee, of the exercise of an Option pursuant to Section VIII.1 of this Plan. Such notice shall indicate the number of shares of Stock the Optionee intends to exercise.(g) “Employee” means any person, including an officer or director of the Company or a Subsidiary Corporation, who is employed by the Company or a Subsidiary Corporation.(h) “Fair Market Value” means the fair market value of Stock upon which an option is granted under this Plan, determined as follows:(i) If the Stock is listed or traded on the OTC Bulletin Board, the NASDAQ Stock Market or a national securities exchange, the Fair Market Value shall be the average of the last reported sale prices of the Stock on the date of grant of this option, provided that if no sale is made on any such trading day, the last reported sale price shall be the average of the closing bid and asked prices for such day; or(ii) Otherwise, Fair Market Value shall be an amount, not less than book value, determined by the Board, such determination to be final and binding on the Holder.(i) “Non-Employee Director” means a member of the Board who is not an employeeof the Company at the time an Option is granted hereunder.(j) “Non-Employee Officer” means an officer of the Company who is not anemployee of the Company at the time an Option is granted hereunder.(k) “Non-qualified Option” means an Option granted under this Plan which is notintended to qualify as an incentive stock option within the meaning of Section422 of the Code. Non-qualified Options may be granted at such times and subjectto such restrictions as the Board shall determine without conforming to thestatutory rules of Section 422 of the Code applicable to incentive stockoptions.(l) “Option” means the right, granted under this Plan, to purchase Stock of theCompany at the option price for a specified period of time. For purposes of thisPlan, an Option may be a Non-qualified Option.(m) “Optionee” means an Employee or Consultant holding an Option under the Plan.(n) “Parent Corporation” shall have the meaning set forth in Section 424(e) ofthe Code with the Company being treated as the employer corporation for purposesof this definition.(o) “Subsidiary Corporation” shall have the meaning set forth in Section 424(f)of the Code with the Company being treated as the employer corporation forpurposes of this definition.(p) “Significant Shareholder” means an individual who, within the meaning ofSection 422(b)(6) of the Code, owns stock possessing more than ten percent ofthe total combined voting power of all classes of stock of the Company or of anyParent Corporation or Subsidiary Corporation of the Company. In determiningwhether an individual is a Significant Shareholder, an individual shall betreated as owning stock owned by certain relatives of the individual and certainstock owned by corporations in which the individual is a shareholder,partnerships in which the individual is a partner, and estates or trusts ofwhich the individual is a beneficiary, all as provided in Section 424(d) of theCode.(q) “Stock” means the $.01 par value common stock of the Company. —– II.2 Gender and Number. Except when otherwise indicated by the context, anymasculine terminology when used in this Plan also shall include the femininegender, and the definition of any term herein in the singular also shall includethe plural. ARTICLE III ELIGIBILITY AND PARTICIPATION III.1 Eligibility and Participation. All Employees are eligible toparticipate in this Plan and receive Non-qualified Options under the Plan. AllConsultants are eligible to participate in this Plan and receive Non-qualifiedOptions hereunder. Optionees in the Plan shall be selected by the Board, in itssole discretion, from among those Employees and Consultants who, in the opinionof the Board, are in a position to contribute materially to the Company’scontinued growth and development and to its long-term financial success. ARTICLE IV ADMINISTRATION IV.1 Administration. The Board shall be responsible for administering thePlan.(a) The Board is authorized to interpret the Plan; to prescribe, amend, andrescind rules and regulations relating to the Plan; to provide for conditionsand assurances deemed necessary or advisable to protect the interests of theCompany; and to make all other determinations necessary or advisable for theadministration of the Plan. Determinations, interpretations, or other actionsmade or taken by the Board, pursuant to the provisions of this Plan, shall befinal and binding and conclusive for all purposes and upon all persons.(b) At the discretion of the Board, this Plan may be administered by a Committeewhich shall be an executive committee of the Board, consisting of not less thantwo members of the Board. The members of such Committee may be directors who areeligible to receive Options under this Plan, but Options may be granted to suchpersons only by action of the full Board and not by action of the Committee. Atsuch time as the Company has any class of equity security which is registeredpursuant to Section 12 of the Securities Exchange Act of 1934, the Committeeshall consist solely of two or more Non-Employee Directors as that term isdefined in Rule 16b-3 under that Act. Such Committee shall have full power andauthority, subject to the limitations of the Plan and any limitations imposed bythe Board, to construe, interpret and administer this Plan and to makedeterminations which shall be final, conclusive and binding upon all persons,including, without limitation, the Company, the shareholders, the directors andany persons having any interests in any Options which may be granted under thisPlan, and, by resolution or resolution providing for the creation and issuanceof any such Option, to fix the terms upon which, the time or times at or withinwhich, the price or prices at which any such shares may be purchased from theCompany upon the exercise of such Option. Such terms, time or times and price orprices shall, in every case, be set forth or incorporated by reference in theinstrument or instruments evidencing such Option, and shall be consistent withthe provisions of this Plan.(c) If the Committee has been appointed, the Board may from time to time removemembers from, or add members to, the Committee. The Board may terminate theCommittee at any time. Vacancies on the Committee, howsoever caused, shall befilled by the Board. The Committee shall select one of its members as Chairman,and shall hold meetings at such times and places as the Chairman may determine.A majority of the Committee at which a quorum is present, or acts reduced to orapproved in writing by all of the members of the Committee, shall be the validacts of the Committee. A quorum shall consist of two-thirds (2/3) of the membersof the Committee.(d) Where the Committee has been created by the Board, references in this Planto actions to be taken by the Board shall be deemed to refer to the Committee aswell, except where limited by this Plan or by the Board.(e) The Board shall have all of the enumerated powers of the Committee, butshall not be limited to such powers. No member of the Board or the Committeeshall be liable for any action or determination made in good faith with respectto the Plan or any Option granted under it. ARTICLE V STOCK SUBJECT TO THE PLAN V.1 Number. The total number of shares of Stock hereby made available andreserved for issuance under the Plan upon exercise of Non-Qualified Optionsshall be 1,200,000. The aggregate number of shares of Stock available under thisPlan shall be subject to adjustment as provided in Section V.3. The total numberof shares of Stock may be authorized but unissued shares of Stock, or Sharesacquired by purchase as directed by the Board from time to time in itsdiscretion, to be used for issuance upon exercise of Options granted hereunder. V.2 Unused Stock. If an Option shall expire or terminate for any reasonwithout having been exercised in full, the unpurchased shares of Stock subjectthereto shall (unless the Plan shall have terminated) become available for otherOptions under the Plan. V.3 Adjustment in Capitalization. In the event of any change in theoutstanding shares of Stock by reason of a stock dividend or split,recapitalization, reclassification, or other similar corporate change, theaggregate number of shares of Stock set forth in Section V.1 shall beappropriately adjusted provided however, that fractional shares shall be roundedto the nearest whole share. In any such case, the number and kind of shares thatare subject to any Option (including any Option outstanding after termination ofemployment) and the Option price per share shall be proportionately andappropriately adjusted without any change in the aggregate Option price to bepaid therefore upon exercise of the Option. ARTICLE VI DURATION OF THE PLAN VI.1 Duration of the Plan. Subject to approval of shareholders, the Planshall be in effect for ten years from the date of its adoption by the Board. AnyOptions outstanding at the end of said period shall remain in effect inaccordance with their terms. The Plan shall terminate before the end of saidperiod if all Stock subject to it has been purchased pursuant to the exercise ofOptions granted under the Plan. ARTICLE VII TERMS OF STOCK OPTIONS VII.1 Grant of Options. Subject to Section V.1, Options may be granted toEmployees or Consultants at any time and from time to time as determined by theBoard. The Board shall have complete discretion in determining the terms andconditions and number of Options granted to each Optionee. In making suchdeterminations, the Board may take into account the nature of services renderedby such Employees or Consultants, their present and potential contributions tothe Company and its Subsidiary Corporations, and such other factors as the Boardin its discretion shall deem relevant.(a) The Board is expressly given the authority to issue amended or replacementOptions with respect to shares of Stock subject to an Option previously grantedhereunder. An amended Option amends the terms of an Option previously grantedand thereby supersedes the previous Option. A replacement Option is similar to anew Option granted hereunder except that it provides that it shall be forfeitedto the extent that a previously granted Option is exercised, or except that itsissuance is conditioned upon the termination of a previously granted Option. VII.2 Option Agreement; Terms and Conditions to Apply Unless OtherwiseSpecified. As determined by the Board on the date of grant, each Option shall beevidenced by an Option agreement (the “Option Agreement”) that includes thenon-transferability provisions required by Section X.2 hereof and specifies:whether the Option is a Non-qualified Option; the Option price; the duration ofthe Option; the number of shares of Stock to which the Option applies; anyvesting or exercisability restrictions which the Board may impose. All suchterms and conditions shall be determined by the Board at the time of grant ofthe Option.(a) If not otherwise specified by the Board, the following termsand conditions shall apply to Options granted under the Plan:(i) Term. The duration of the Option shall be five years from the date ofgrant.(ii) Exercise of Option. Unless an Option is terminated as provided hereunder, an Optionee may exercise his Option for up to, but not in excess of, the amounts of shares subject to the Option specified hereafter, based on the Optionee’s number of years of continuous service with the Company or a Subsidiary Corporation from the date on which the Option is granted. In the case of an Optionee who is an Employee, continuous service shall mean continuous employment; in the case of an Optionee who is a Consultant, continuous service shall mean the continuous provision of consulting services. In applying said limitations, the amount of shares, if any, previously purchased by the Optionee under the Option shall be counted in determining the amount of shares the Optionee can purchase at any time. The Optionee may exercise his Option in the following amounts:(A) After one year of such continuous services, up to but not in excess of twenty percent of the shares originally subject to the Option;(B) After two years of such continuous services, up to but not in excess of forty percent of the shares originally subject to the Option;(C) After three years of such continuous services, up to but not in excess of sixty percent of the shares originally subject to the Option;(D) After four years of such continuous services, up to but not in excess of eighty percent of the shares originally subject to the Option; and(E) At the expiration of the fifth year of such continuous services, the Option may be exercised, in whole or in part, and at any time and from time to time within its term but it shall not be exercisable after the expiration of six years from the date on which it was granted (five years with respect to Significant Shareholders).(b) The Board shall be free to specify terms and conditions other than thoseset forth above, in its discretion. VII.3 Option Price. The Option Price shall be determined by the Board ofDirectors, except that Option Price for consultants and/or independentcontractors may not be less than Fair Market Value on the date of grant. TheOption exercise price shall be subject to adjustment as provided in Section V.3above. VII.4 Term of Options. Each Option shall expire at such time as the Boardshall determine when it is granted, provided however that under no circumstancesshall a Non-qualified Option be exercisable later than the tenth anniversarydate of its grant. VII.5 Exercise of Options. Options granted under the Plan shall beexercisable at such times and be subject to such restrictions and conditions asthe Board shall in each instance approve, which need not be the same for allOptionees. VII.6 Payment. Payment for all shares of Stock shall be made at the timethat an Option, or any part thereof, is exercised, and no shares shall be issueduntil full payment therefor has been made. Payment shall be made (i) in cash, or(ii) if acceptable to the Board, in Stock or in some other form. ARTICLE VIII WRITTEN NOTICE, ISSUANCE OF STOCK CERTIFICATES, SHAREHOLDER PRIVILEGES VIII.1Written Notice. An Optionee wishing to exercise an Option shall givewritten notice to the Company, in the form and manner prescribed by the Board.Full payment for the shares exercised pursuant to the Option must accompany thewritten notice. VIII.2Issuance of Stock Certificates. As soon as practicable after thereceipt of written notice and payment, the Company shall deliver to the Optionedor to a permitted nominee of the Optionee a certificate or certificates for therequisite number of shares of Stock. VIII.3Privileges of a Shareholder. An Optionee or any other person entitledto exercise an Option under this Plan shall not have stockholder privileges withrespect to any Stock covered by the Option until the date of issuance of a stockcertificate for such stock. ARTICLE IX TERMINATION OF EMPLOYMENT OR SERVICES IX.1 Death. If an Optionee’s employment in the case of an Employee, orprovision of services as a Consultant in the case of a Consultant, terminates byreason of death, the Option may thereafter be exercised at any time prior to theexpiration date of the Option or within 12 months after the date of such death,whichever period is the shorter, by the person or persons entitled to do sounder the Optionee’s will or, if the Optionee shall fail to make a testamentarydisposition of an Option or shall die intestate, the Optionee’s legalrepresentative or representatives. The Option shall be exercisable only to theextent that such Option was exercisable as of the date of death. IX.2 Termination other than for Cause or Due to Death. In the event of anOptionee’s termination of employment in the case of an Employee, or terminationof the provision of services as a Consultant in the case of a Consultant, otherthan by reason of death, the Optionee may exercise such portion of his Option aswas exercisable by him at the date of such termination (the “Termination Date”)at any time within three months of the Termination Date; provided, however, thatwhere the Optionee is an Employee, and is terminated due to disability withinthe meaning of Code ss. 422, he may exercise such portion of his Option as wasexercisable by him on his Termination Date within one year of his TerminationDate. In any event, the Option cannot be exercised after the expiration of theterm of the Option. Options not exercised within the applicable period specifiedabove shall terminate.(a) In the case of an Employee, a change of duties or position within theCompany or an assignment of employment in a Subsidiary Corporation or ParentCorporation of the Company, if any, or from such a Corporation to the Company,shall not be considered a termination of employment for purposes of this Plan.(b) The Option Agreements may contain such provisions as the Board shall approvewith reference to the effect of approved leaves of absence upon termination ofemployment. IX.3 Termination for Cause. In the event of an Optionee’s termination ofemployment in the case of an Employee, or termination of the provision ofservices as a Consultant in the case of a Consultant, which termination is bythe Company or a Subsidiary Corporation for cause, any Option or Options held byhim under the Plan, to the extent not exercised before such termination, shallterminate upon notice of termination for cause. ARTICLE X RIGHTS OF OPTIONEES X.1 Service. Nothing in this Plan shall interfere with or limit in any waythe right of the Company or a Subsidiary Corporation to terminate any Employee’semployment, or any Consultant’s services, at any time, nor confer upon anyEmployee any right to continue in the employ of the Company or a SubsidiaryCorporation, or upon any Consultant any right to continue to provide services tothe Company or a Subsidiary Corporation. X.2 Non-transferability. All Options granted under this Plan shall benontransferable by the Optionee, other than by will or the laws of descent anddistribution, and shall be exercisable during the Optionee’s lifetime only bythe Optionee. ARTICLE XI OPTIONEE-EMPLOYEE’S TRANSFER OR LEAVE OF ABSENCE XI.1 Optionee-Employee’s Transfer or Leave of Absence. For purposes of thisPlan:(a) A transfer of an Optionee who is an Employee from the Company to aSubsidiary Corporation or Parent Corporation, or from one such Corporation toanother, or(b) A leave of absence for such an Optionee which is duly authorized in writingby the Company or a Subsidiary Corporation shall not be deemed a termination ofemployment. However, under no circumstances may an Optioned exercise an Optionduring any leave of absence, unless authorized by the Board. ARTICLE XII AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN XII.1 Amendment, Modification, and Termination of the Plan.(a) The Board may at any time terminate, and from time to time may amend or modify the Plan, provided, however, that no such action of the Board, without approval of the shareholders, may:(i) increase the total amount of Stock which may be purchased through Options granted under the Plan, except as provided in Article V;(ii) change the class of Employees or Consultants eligible to receive Options;(b) No amendment, modification, or termination of the Plan shall in any manner adversely affect any outstanding Option under the Plan without the consent of the Optionee holding the Option. ARTICLE XIII ACQUISITION, MERGER OR LIQUIDATION XIII.1Acquisition.(a) In the event that an Acquisition occurs with respect to the Company, theCompany shall have the option, but not the obligation, to cancel Optionsoutstanding as of the effective date of Acquisition, whether or not such Optionsare then exercisable, in return for payment to the Optionees of an amount equalto a reasonable estimate of an amount (hereinafter the “Spread”) equal to thedifference between the net amount per share payable in the Acquisition or as aresult of the Acquisition, less the exercise price of the Option. In estimatingthe Spread, appropriate adjustments to give effect to the existence of theOptions shall be made, such as deeming the Options to have been exercised, withthe Company receiving the exercise price payable thereunder, and treating theshares receivable upon exercise of the Options as being outstanding indetermining the net amount per share.(b) For purposes of this section, an “Acquisition” shall mean any transaction inwhich substantially all of the Company’s assets are acquired or in which acontrolling amount of the Company’s outstanding shares are acquired, in eachcase by a single person or entity or an affiliated group of persons andentities. For purposes of this section, a controlling amount shall mean morethan 50% of the issued and outstanding shares of stock of the Company. TheCompany shall have such an option regardless of how the Acquisition iseffectuated, whether by direct purchase, through a merger or similar corporatetransaction, or otherwise. In cases where the acquisition consists of theacquisition of assets of the Company, the net amount per share shall becalculated on the basis of the net amount receivable with respect to shares upona distribution and liquidation by the Company after giving effect to expensesand charges, including but not limited to taxes, payable by the Company beforethe liquidation can be completed.(c) Where the Company does not exercise its option under this Section XIII.1 theremaining provisions of this Article XIII shall apply, to the extent applicable. XIII.2Merger or Consolidation. Subject to any required action by theshareholders, if the Company shall be the surviving corporation in any merger orconsolidation, any Option granted hereunder shall pertain to and apply to thesecurities to which a holder of the number of shares of Stock subject to theOption would have been entitled in such merger or consolidation. XIII.3Other Transactions. A dissolution or a liquidation of the Company ora merger and consolidation in which the Company is not the surviving corporationshall cause every Option outstanding hereunder to terminate as of the effectivedate of such dissolution, liquidation, merger or consolidation. However, theOptionee either (i) shall be offered a firm commitment whereby the resulting orsurviving corporation in a merger or consolidation will tender to the Optioneean option (the “Substitute Option”) to purchase its shares on terms andconditions both as to number of shares and otherwise, which will substantiallypreserve to the Optionee the rights and benefits of the Option outstandinghereunder granted by the Company, or (ii) shall have the right immediately priorto such dissolution, liquidation, merger, or consolidation to exercise anyunexercised Options whether or not then exercisable, subject to the provisionsof this Plan. The Board shall have absolute and uncontrolled discretion todetermine whether the Optionee has been offered a firm commitment and whetherthe tendered Substitute Option will substantially preserve to the Optionee therights and benefits of the Option outstanding hereunder. In any event, anySubstitute Option for an Incentive Stock Option shall comply with therequirements of Code Section 424(a). ARTICLE XIV SECURITIES REGISTRATION XIV.1 Securities Registration. In the event that the Company shall deem itnecessary or desirable to register under the Securities Act of 1933, as amended,or any other applicable statute, any Options or any Stock with respect to whichan Option may be or shall have been granted or exercised, or to qualify any suchOptions or Stock under the Securities Act of 1933, as amended, or any otherstatute, then the Optionee shall cooperate with the Company and take such actionas is necessary to permit registration or qualification of such Options orStock. XIV.2 Representations. Unless the Company has determined that the followingrepresentation is unnecessary, each person exercising an Option under the Planmay be required by the Company, as a condition to the issuance of the sharespursuant to exercise of the Option, to make a representation in writing (i) thathe is acquiring such shares for his own account for investment and not with aview to, or for sale in connection with, the distribution of any part thereof,(ii) that before any transfer in connection with the resale of such shares, hewill obtain the written opinion of counsel for the Company, or other counselacceptable to the Company, that such shares may be transferred. The Company mayalso require that the certificates representing such shares contain legendsreflecting the foregoing. ARTICLE XV TAX WITHHOLDING XV.1 Tax Withholding. Whenever shares of Stock are to be issued insatisfaction of Options exercised under this Plan, the Company shall have thepower to require the recipient of the Stock to remit to the Company an amountsufficient to satisfy federal, state, and local withholding tax requirements. ARTICLE XVI INDEMNIFICATION XVI.1 Indemnification. To the extent permitted by law, each person who isor shall have been a member of the Board shall be indemnified and held harmlessby the Company against and from any loss, cost, liability, or expense that maybe imposed upon or reasonably incurred by him in connection with or resultingfrom any claim, action, suit, or proceeding to which he may be a party or inwhich he may be involved by reason of any action taken or failure to act underthe Plan and against and from any and all amounts paid by him in settlementthereof, with the Company’s approval, or paid by him in satisfaction of judgmentin any such action, suit, or proceeding against him, provided he shall give theCompany an opportunity, at its own expense, to handle and defend the same beforehe undertakes to handle and defend it on his own behalf. The foregoing right ofindemnification shall not be exclusive of any other rights of indemnification towhich such persons may be entitled under the Company’s articles of incorporationor bylaws, as a matter of law, or otherwise, or any power that the Company orany Subsidiary Corporation may have to indemnify them or hold them harmless. ARTICLE XVII REQUIREMENTS OF LAW XVII.1Requirements of Law. The granting of Options and the issuance ofshares of Stock upon the exercise of an Option shall be subject to allapplicable laws, rules, and regulations, and to such approvals by anygovernmental agencies or national securities exchanges as may be required. XVII.2Governing Law. The Plan, and all agreements hereunder, shall beconstrued in accordance with and governed by the laws of the State of Missouri. ARTICLE XVIII EFFECTIVE DATE OF PLAN XVIII.1 Effective Date. The Plan shall be effective on March 1, 2005. ————– ARTICLE XIX NO OBLIGATION TO EXERCISE OPTION XIX.1 No Obligation to Exercise. The granting of an Option shall impose noobligation upon the holder thereof to exercise such Option. ARTICLE XX STOCKHOLDER APPROVAL XX.1Stockholder Approval. This Plan shall be submitted for approval andratification by a vote of the holders of a majority of the shares of CommonStock of the Company no later than June 30, 2005 and shall not affect thevalidity of any Option issued under this Plan. THIS 2005 NON-QUALIFIED STOCK OPTION PLAN was adopted by the Board ofDirectors of INTEGRATED MANAGEMENT INFORMATION, INC. on March 1, 2005 to beeffective on that date. INTEGRATED MANAGEMENT INFORMATION, INC. By: John Saunders, President and Chief Executive Officer