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EXHIBIT 99.1
WebManage Technologies, Inc.
Stock Option Plan 1997
WEBMANAGE TECHNOLOGIES. INC.
1997 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The WebManage Technologies, Inc. 1997 Stock Option Plan (the "Plan") is intended
to promote the growth of the WebManage Technologies, Inc. (the "Company") by
attracting and motivating directors, officers, employees, consultants,
independent contractors, vendors, suppliers and other persons whose efforts are
deemed worthy of encouragement through the incentive effects of stock options.
2. DEFINITIONS
As used herein, the following definitions shall apply:
(a) "Board" shall mean the Committee if one has been appointed or, if no
Committee has been appointed, the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, the rules
and regulations promulgated thereunder and the interpretations thereof, all as
from time to time in effect.
(c) "Committee" shall mean the Committee appointed by the Board in accordance
with Section 3(a) below, if one is appointed.
(d) "Common Stock" shall mean the no par value common stock of the Company.
(e) "Company" shall mean WebManage Technologies, Inc., a Delaware corporation.
(f) "Consultant" shall mean any person who is engaged by the Company or any
Parent or Subsidiary of the Company to render consulting or advisory services,
whether or not compensation is paid to such individual.
(g) "Continuous Status" shall mean the absence of any interruption or
termination of service as an Employee, Consultant or other person providing
services on a regular basis to the Company or its Parent or any Subsidiary.
Continuous Status shall not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by the Board, provided
that either such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is provided or guaranteed by
contract or statute.
(h) "Director" shall mean any person serving on the Board.
"Employee" shall mean any person, including Officers and Directors, employed by
the Company or its Parent or any Subsidiary of the Company.
0) "Fair Market Value" shall mean the value of a share of Common Stock on the
date of the grant of the Option as determined, in good faith, by the Board or
the Committee and such determination shall be conclusive for all purposes. The
Board or Committee shall take into account such factors affecting value as it,
in its sole and absolute discretion, may deem relevant.
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Stock Option Plan 1997
(k) "Officer" shall mean any person, which may include Directors, employed by
the Company or its Parent or any Subsidiary of the Company who has been elected
an officer by the respective Board of Directors.
(1) "Option" shall mean a stock option issued pursuant to the Plan. Options may
be either "Incentive Options," which are defined as options intended to meet the
requirements of Section 422 of the Code, or "Nonqualified Options," which are
defined as Options not intended to meet such requirements of the Code.
(M) "Option Agreement" shall mean the written agreement setting forth the terms
and conditions of an Option.
(n) "Optioned Stock" shall mean the Common Stock subject to an option.
(o) "Optionee" shall mean a person or entity to whom an Option has been granted.
(p) "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(q) "Plan" shall mean the WebManage Technologies, Inc. 1997 Stock Option Plan.
(r) "Share" shall mean a share of Common Stock of the Company, as may be
adjusted in accordance with Section 6 below.
(s) "Subsidiary" shall mean a "subsidiary corporation" of the Company, whether
now or hereafter existing, as defined in Section 424(f) of the Code.
3. ADMINISTRATION OF THE PLAN
(a) By the Board or by the Committee. The Plan shall be administered by the
Board or, if appointed by the Board, by a Committee; provided, however, if the
Company shall have registered a class of equity securities pursuant to Section
12 of the Securities Exchange Act of 1934, then the Plan shall be administered
by the Board or, if appointed, by a Committee of two or more directors, all of
which shall be "disinterested" as defined in Rule 16b-3 under the Securities
Exchange Act of 1934. The Board and the Committee shall have full authority to
administer the Plan, including authority to interpret and construe any provision
of the Plan and to adopt such rules and regulations for administering the Plan
as it may deem necessary in order to comply with the requirements of the Plan,
or in order that any Option that is intended to be an Incentive Option will be
classified as an incentive stock option under the Code, or in order to conform
to any regulation or to any change in any law or regulation applicable thereto.
The Board may reserve to itself any of the authority granted to the Committee as
set forth herein, and it may perform and discharge all of the functions and
responsibilities of the Committee at any time that a duly constituted Committee
is not appointed and serving.
(b) Actions of the Board and the Committee. All actions taken and all
interpretations and determinations made by the Board or by the Committee in good
faith (including determinations of Fair Market Value) shall be final and binding
upon all Optionees, the Company and all other interested persons. No member of
the Board or the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan, and
all
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Stock Option Plan 1997
members of the Board or the Committee shall, in addition to their rights as
directors, be fully protected by the Company with respect to any such action,
determination or interpretation.
(c) Powers of the Board and the Committee. Subject to the provisions of the
Plan, the Board and, if appointed, the Committee shall have the authority, in
their discretion to:
(i) determine, upon review of the relevant information, the Fair Market Value of
the Common Stock;
(ii) determine the persons to whom Options shall be granted, the time or times
at which Options shall be granted, the number of shares to be represented by
each Option and the exercise price per share;
(iii) interpret the Plan;
(iv) prescribe, amend, and rescind rules and regulations relating to the Plan;
(v) determine whether an Option granted shall be an Incentive Option or a
Nonqualified option and to determine the terms and provisions of each Option
granted (which need not be identical) and, with the consent of the holder
thereof, to modify or amend each Option, including reductions in the exercise
price thereof;
(vi) accelerate or defer (with the consent of the Optionee) the exercise date of
any Option;
(vii) authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted by the Board;
and
(viii) make all other determinations deemed necessary or advisable for the
administration of the Plan.
4. ELIGIBILITY AND PARTICIPATION
(a) Eligibility. Grants of Options may be made to any Employee or Consultant
(which may include Officers and/or Directors) of the Company or of its Parent or
Subsidiary, or any independent contractor, vendor, supplier or any other person
providing services to the Company or a Parent or Subsidiary whose efforts are
deemed worthy of encouragement by the Board; provided, however, that an
Incentive Option may only be granted to an Employee.
(b) Participation by Director. Members of the Board who are either eligible for
Options or have been granted Options may vote on any matters affecting the
administration of the Plan or the grant of any Options pursuant to the Plan,
except that no such member shall act upon the granting of an Option to himself,
but any such member may be counted in determining the existence of a quorum at
any meeting of the Board and may be counted as part of an action by unanimous
written consent during or with respect to which action is taken to grant Options
to him.
5. EXERCISE PRICE; CONSIDERATION; AND FORM OF OPTION AGREEMENT
(a) Exercise Price. The exercise price of any Incentive Option shall be not less
than one hundred percent (100%) of the Fair Market Value of a share of Common
Stock on the date of the grant of the Option. The exercise price of a
Nonqualified Option shall be determined in the sole discretion of the Board and
may be at less than the Fair Market Value on the date of the grant of the
Option. If an Incentive Option is granted to an Optionee who then owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or its
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Stock Option Plan 1997
Parent or any Subsidiary, then the exercise price of such Incentive Option shall
be at least one hundred ten percent (1 10 %) of the Fair Market Value of the
Company's Common Stock on the date of the grant of such Option.
(b) Consideration. The exercise price shall be paid in full, at the time of
exercise of the Option, by personal or bank cashier's check or in such other
form of lawful consideration as the Board or the Committee may approve from time
to time, including, without limitation, the transfer of outstanding shares of
Common Stock as provided in Section 7(c) or the Optionee's promissory note in
form satisfactory to the Company and bearing interest at a rate of not less than
the relevant applicable federal rate as defined in Section 1274(d)(1) of the
Code as in effect at such time, as determined by the then most recently
published applicable Revenue Ruling by the Internal Revenue Service.
(c) Form of Option Agreement. Each Option shall be evidenced by an
Option Agreement specifying the number of shares which may be
purchased upon exercise of the Option and containing such terms
and provisions as the Board or the Committee may determine,
subject to the provisions of the Plan.
6. SHARES OF COMMON STOCK SUBJECT TO THE PLAN
(a) Number. The aggregate number of shares of Common Stock subject to Options
which may be granted under the Plan shall be 2,000,000 subject to adjustment as
herein below provided. To the extent any Option granted under the Plan shall
expire or terminate unexercised or for any reason become unexercisable, the
shares subject to such Option shall thereafter be available for future grants
under the Plan.
(b) Capital Changes. Except as hereinafter provided, no adjustment shall be made
in the number of shares of Common Stock issued to an Optionee, or in any other
rights of the Optionee upon exercise of an Option, by reason of any dividend,
distribution or other right granted to stockholders for which the record date is
prior to the date of exercise of the Optionee's Option. In the event any change
is made to the shares of Common Stock (whether by reason of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination of shares, exchange of shares, change in corporate structure or
otherwise), appropriate adjustments shall be made in: (i) the number of shares
of Common Stock theretofore made subject to Options, and in the exercise price
of such shares; and (ii) the aggregate number of shares which may be made
subject to Options.
7. EXERCISE OF STOCK OPTIONS
(a) Time of Exercise. Subject to the provisions of the Plan, including without
limitation Section 7(d) and Section 8, the Board or the Committee, in its
discretion, shall determine the time when an Option, or a portion of an Option,
shall become exercisable, and the time when an Option, or a portion of an
Option, shall expire; provided, however, that (i) an Incentive Option shall
expire, to the extent not exercised, no later than the tenth (10th) anniversary
of the date on which it was granted; and (ii) any Incentive Option granted to
any person who owns shares possessing more than 10% of the total combined voting
power or value of all classes of stock of the Company or of its Parent or a
Subsidiary shall have a term of not to exceed five (5) years. Such time or times
shall be set forth in the Option Agreement evidencing such Option.
(b) Notice of Exercise. An Optionee electing to exercise an Option shall give
written notice to the Company, as specified by the Option Agreement, of the
Optionee's election to purchase a specified number of shares, such notice shall
be accompanied by the instrument evidencing such Option and any other documents
required by the Company, and shall tender the exercise price of
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the shares that the Optionee has elected to purchase. If the notice of election
to exercise is given by the executor or administrator of a deceased Optionee, or
by the person or persons to whom the Option has been transferred by the
Optionee's will or the applicable laws of descent and distribution, the Company
will be under no obligation to deliver shares pursuant to such exercise unless
and until the Company is satisfied that the person or persons giving such notice
is or are entitled to exercise the Option.
(c) Exchange of Outstanding Stock. The Board, in its sole discretion, may permit
an Optionee to surrender to the Company shares of Common Stock previously
acquired by the Optionee at least six (6) months prior to such surrender as part
or full payment for the exercise of an Option. Such surrendered shares shall be
valued at their Fair Market Value on the date of exercise of the Option.
(d) Termination of Continuous Status Before Exercise. Unless otherwise provided
in the terms of an Option Agreement, the vested portion of an Option held by an
Optionee who is an Employee or a Consultant, as the case may be, at the date of
grant of such Option, may be exercised by the Optionee at any time while the
Optionee is an Employee or a Consultant, respectively, or within 30-days of
termination, and has maintained Continuous Status with the Company or its Parent
or any Subsidiary from the date of the grant of the Option (other than the
Optionee's death, retirement or disability as provided below) until 30-days
prior to the date of the exercise of the Option. Any Option held by the Optionee
at such time as he/she is no longer an Employee or Consultant or Continuous
Status is not maintained shall be deemed to have been forfeited and be of no
further force or effect. In no event, however, may any Option be exercised after
the expiration of its term.
(e) Death. If an Optionee dies at a time when the Optionee is entitled to
exercise an Option, then at any time or times within thirty (30) days after the
Optionee's death (or such further period as the Board may allow) such Option may
be exercised, as to all or any of the shares which the Optionee was entitled to
purchase immediately prior to the Optionee's death by (i) the Optionee's
executor or administrator or the person(s) to whom the Option is transferred by
will or the applicable laws of descent and distribution or (ii) the Optionee's
designated beneficiary, and except as so exercised such Option will expire at
the end of such period. In no event, however, may any Option be exercised after
the expiration of its term.
(f) Retirement and Disability. If an Optionee retires from service at age 65 or
older or retires at less than age 65 with the consent of the Board or becomes
"disabled" (as hereinafter defined) at a time when the Optionee is entitled to
exercise an Option, then, at any time or times within thirty (30) days of the
date of such retirement or within thirty (30) days of the date of such
disability, the Optionee may exercise such Option as to all or any of the shares
which the Optionee was entitled to purchase under such Option immediately prior
to such retirement or disability. Except as so exercised, such Option shall
expire at the end of such period. In no event, however, may any Option be
exercised after the expiration of its term. As used herein, "disabled" shall
mean that the Optionee is permanently and totally disabled so as to be unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than three (3) months.
(g) Disposition of Terminated Stock Options. Any shares of Common Stock subject
to Options which have been terminated as provided above shall not thereafter be
eligible for purchase by the Optionee but shall again be available for grant by
the Board to other Optionees.
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Stock Option Plan 1997
(h) Stock Redemption Agreement. As a condition to the exercise of an
Option by an Optionee, the Board or Committee may require the
Optionee to execute and deliver a Stock Redemption Agreement,
Shareholder Agreement or other agreement in such form as the
Board or Committee shall approve and providing for appropriate
restrictions on transfer of the Common Stock acquired pursuant
to such exercise.
8. SPECIAL PROVISIONS RELATING TO INCENTIVE OPTIONS
(a) $100,000.00 Limit. The Company shall not grant Incentive Options under the
Plan to any Optionee to the extent that the aggregate Fair Market Value
(determined as of the date of grant) of the Common Stock covered by such
Incentive Options which are exercisable for the first time during any calendar
year, when combined with the aggregate Fair Market Value of all stock covered by
Incentive Options granted to such Optionee after December 31, 1986 by the
Company, its Parent or a Subsidiary thereof which are exercisable for the first
time during the same calendar year, exceeds $100,000.
(b) Grants to Employees Only. Incentive Options shall be granted only to persons
who, on the date of grant, are Employees of the Company or its Parent or a
Subsidiary of the Company.
9. NO CONTRACT OF EMPLOYMENT
Unless otherwise expressed in a writing signed by an authorized officer of the
Company, all Employees of the Company are hired for an unspecified period of
time and are considered to be "at-will employees." Nothing in this Plan shall
confer upon any Optionee the right to continue in the employ of the Company, its
Parent or any Subsidiary, nor shall it limit or restrict in any way the right of
the Company, its Parent or any such Subsidiary to discharge the Optionee at any
time for any reason whatsoever, with or without cause.
10. NO RIGHTS AS A STOCKHOLDER
An Optionee shall have no rights as a stockholder with respect to any shares of
Common Stock subject to an Option.
11. NONTRANSFERABILITY OF OPTIONS; DEATH OF OPTIONEE
No Option acquired by an Optionee under the Plan shall be assignable or
transferable by an Optionee, other than by will or the laws of descent and
distribution, and such Options are exercisable, during the Optionee's lifetime,
only by Optionee; provided, however, that (i) a transfer may be made pursuant to
a qualified domestic relations order (as defined in the Code or as permitted by
Title I of the Employee Retirement Income Security Act ("ERISA") or the rules
thereunder) and (ii) any Option Agreement issued under the Plan may provide for
the designation of a beneficiary of the Optionee (which may be an individual or
trustee) who may exercise the Option after the Optionee's death and enjoy the
economic benefits thereof, subject to the consent of Optionee's spouse where
required by law. Subject to Section 7(e), in the event of Optionee's death, the
Option may be exercised by the personal representative of the Optionee's estate
or, if
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Stock Option Plan 1997
no personal representative has been appointed, by the successor(s) in interest
determined under the Optionee's will or under the applicable laws of descent and
distribution.
12. LIQUIDATION OR MERGER OF THE COMPANY
(a) Liquidation. In the event of a proposed dissolution or liquidation of the
Company, the Option shall terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may, in
the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date fixed by the Board and give each Optionee the right
to exercise such Option as to all or any part of the Shares covered by an
Option, including Shares as to which the Option would not otherwise be
exercisable.
(b) Sale of Assets, Merger or Consolidation or Change of Control. The Board may
provide for immediate vesting of any or all Options, and allow such Options to
be fully exercised without regard to the normal vesting schedule of such
Options, in the event of a proposed sale of all or substantially all of the
assets of the Company, or a merger or consolidation of the Company with or into
another corporation, a liquidation, or a "change of control" (as defined below);
provided, however, that if the Board determines that such immediate vesting is
not appropriate, then the Options, if the event is a merger or consolidation,
shall be assumed or an equivalent option shall be substituted by such successor
corporation (or a parent or subsidiary of such successor corporation) as a
condition to the completion of such transaction. The term "Change in Control"
shall be deemed to have occurred if (i) any "person" or "group" (as defined in
or as pursuant to section 13(d) and (14)d of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), becomes a "beneficial owner" (as defined
in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Common Stock (and the preferred stock, if any)
outstanding which votes generally for the election of directors; or (ii) the
Company or any of its Subsidiaries sell, in one or more transactions, other than
in the ordinary course of business, assets constituting in the aggregate all or
substantially all of the assets of the Company and its Subsidiaries on a
consolidated basis.
13. AMENDMENTS; DISCONTINUATION OF PLAN
The Board may from time to time alter, amend, suspend or discontinue the Plan,
including, where applicable, any modifications or amendments as it shall deem
advisable for any reason, including satisfying the requirements of any law or
regulation or any change thereof; provided, however, that no such action shall
adversely affect the rights and obligations with respect to Options at any time
outstanding under the Plan; and provided further, that no such action shall,
without the approval of the stockholders of the Company, (i) materially increase
the maximum number of shares of Common Stock that may be made subject to Options
(unless necessary to effect the adjustments required by Section 6(b)), (ii)
materially increase the benefits accruing to Optionees under the Plan, or (iii)
materially lessen the requirements as to eligibility for participation in the
Plan. No such amendment shall materially adversely affect the rights of any
Optionee under any Option previously granted without such Optionee's prior
consent.
14. REGISTRATION OF OPTIONED STOCK
The Options shall not be exercisable unless the purchase of such Optioned Stock
is pursuant to an applicable effective registration statement under the
Securities Act of 1933, as amended, or unless, in the opinion of counsel to the
Company, the proposed purchase of such Optioned Stock would be exempt from the
registration requirements of the Securities Act of 1933, as amended.
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15. WITHHOLDING TAXES; SATISFIED BY WITHHOLDING OPTIONED SHARES
(a) General. The Company, its Parent or any Subsidiary may take such steps as it
may deem necessary or appropriate for the withholding of any taxes which the
Company, its Parent or any Subsidiary is required by law or regulation of any
governmental authority, whether Federal, state or local, domestic or foreign, to
withhold in connection with any Option including, but not limited to, requiring
the Optionee to pay such tax at the time of exercise or the withholding of
issuance of shares of Common Stock to be issued upon the exercise of any Option
until the Optionee reimburses the Company for the amount the Company is required
to withhold with respect to such taxes, or, at the Company's sole discretion,
canceling any portion of such issuance of Common Stock in any amount sufficient
to reimburse itself for the amount it is required to so withhold.
(b) Satisfying Taxes by Withholding Optioned Shares. Option Agreements under the
Plan may, at the discretion of the Board, contain a provision to the effect that
all Federal and state taxes required to be withheld or collected from an
Optionee upon exercise of an Option may be satisfied by the withholding of a
sufficient number of exercised Optioned Stock which, valued at Fair Market Value
on the date or exercise, would be equal to the total withholding obligation of
the Optionee for the exercise of such Option; provided, however, that if the
Company is a public reporting corporation, no person who is an "officer" of the
Company as such term is defined in Rule 3b-2 under the Securities Exchange Act
of 1934 may elect to satisfy the withholding of Federal and state taxes upon the
exercise of an option by the withholding of Optioned Stock unless such election
is made either (i) at least six (6) months prior to the date that the exercise
of the Option becomes a taxable event or (ii) during any of the periods
beginning on the third business day following the date on which the Company
issues a news release containing the operating results of a fiscal quarter or
fiscal year and ending on the twelfth business day following such date. Such
election shall be deemed made upon receipt of notice thereof by an officer of
the Company, by mail, personal delivery or by facsimile message, and shall
(unless notice to the contrary is provided to the Company) be operative for all
option exercises which occur during the twelve (12) month period following
election.
16. EFFECTIVE DATE AND TERM OF PLAN
The Plan is effective as of the date of adoption by the Board and Options may be
granted at any time on or after such date; provided, however, that the Plan
shall terminate if the stockholders of the Company do not approve and adopt it
within twelve (12) months of such date. No Options shall be granted subsequent
to ten (10) years after the effective date of the Plan; however, Options
outstanding subsequent to ten (10) years after the effective date of the Plan
shall continue to be governed by the provisions of the Plan until exercised or
terminated in accordance with the Plan or the respective Option Agreements.
ADOPTED BY THE BOARD OF DIRECTORS
ON ______________, 199___
APPROVED BY THE STOCKHOLDERS
ON _______________, 199___
ATTEST:
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Secretary