EXHIBIT 10.37
AMENDMENT NO. 3
DATED AS OF FEBRUARY 15, 2004
TO THE
PEOPLESOFT, INC. AMENDED AND RESTATED 1989 STOCK OPTION PLAN
AS AMENDED AND RESTATED ON MARCH 8, 2000, AND AS FURTHER AMENDED DECEMBER
30, 2003 AND JANUARY 28, 2004
The PeopleSoft, Inc. Amended and Restated 1989 Stock Option Plan, as
amended and restated on March 8, 2000 (the "Plan"), and as subsequently amended
effective as of December 30, 2003 and January 28, 2004, is hereby further
amended in the manner set forth below:
1. Effective as of February 15, 2004, Section 3 of the Plan shall be
amended to read in its entirety as follows:
"3. Stock Subject to the Plan. Subject to the provisions of Section
12 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is
a) 104,600,000 Shares,
b) plus an annual increase to be added on the first day of each
of the Company's fiscal years beginning in 1999 and ending
in 2003 equal to the lesser of (i) 20,000,000 Shares (with
such number adjusted appropriately for any stock split or
similar transaction) or (ii) 5 % of the number of issued and
outstanding Shares on the last day of the immediately
preceding fiscal year,
c) plus an annual increase to be added on the first day of each
of the Company's fiscal years beginning on January 1, 2004
and ending on December 31, 2005 equal to the lesser of (i)
20,000,000 Shares (with such number adjusted appropriately
for any stock split or similar transaction) or (ii) 3 % of
the number of issued and outstanding Shares on the last day
of the immediately preceding fiscal year, and
d) plus an annual increase to be added on the first day of each
of the Company's fiscal years beginning on January 1, 2006
and ending on December 31, 2007 equal to the lesser of (i)
20,000,000 Shares (with such number adjusted appropriately
for any stock split or similar transaction) or (ii)
1.
2% of the number of issued and outstanding Shares on the
last day of the immediately preceding fiscal year, and
e) plus an annual increase to be added on the first day of each
of the Company's fiscal years beginning on January 1, 2008
equal to the lesser of (i) 20,000,000 Shares (with such
number adjusted appropriately for any stock split or similar
transaction) or (ii) 1% of the number of issued and
outstanding Shares on the last day of the immediately
preceding fiscal year, and
f) effective January 28, 2004, minus 9,043,707 Shares, which is
the number of Shares that were available to be optioned or
sold under the Plan as of December 31, 2003 .
The Shares may be authorized, but unissued, or reacquired Common
Stock.
If an Option or Stock Purchase Right should expire or become
unexercisable for any reason without having been exercised in full, or is
surrendered pursuant to an Option Exchange Program, the unpurchased Shares
which were subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated); provided, however, that
Shares that have actually been issued under the Plan, whether upon exercise
of an Option or Stock Purchase Right, shall not be returned to the Plan and
shall not become available for future distribution under the Plan."
2. Except as set forth herein, the Plan shall remain in effect,
unmodified.
IN WITNESS WHEREOF, this Amendment No. 3 is executed this 16th day of
February 2004.
PEOPLESOFT, INC.
By: /s/ Anne S. Jordan
--------------------------
Anne S. Jordan
Senior Vice President and
General Counsel
2.