EXHIBIT 10.30
SUPPLIERMARKET.COM, INC.
1999 Stock Option Plan
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This Plan (this "Plan") of SupplierMarket.com, Inc. (the "Company") provides
that options for up to 5,251,924 shares (the "Shares") of the Company's Common
Stock, $.001 par value per share (the "Stock"), may be granted to employees of
the Company and its subsidiaries, as defined below, and to others who are in a
position to make significant contributions to the success of the Company and its
subsidiaries. Options granted pursuant to this Plan may be either incentive
stock options ("Incentive Options") as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or options that are not Incentive
Options ("Nonqualified Options"), or both.
1. PURPOSE. The purpose of this Plan is to attract and retain employees and
others who are in a position to contribute significantly to the success of the
Company and its subsidiaries, to reward such contributions, and to encourage
optionholders to advance the long term interests of the Company and its
subsidiaries through ownership of the Company's Stock.
2. ADMINISTRATION.
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(a) Board of Directors. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). The Board, subject to the express
provisions of this Plan, shall determine those persons to be granted options,
the times when options shall be granted, the number of Shares subject to each
option, and the terms and conditions of each option, including whether each
option is an Incentive Option or a Nonqualified Option. The Board shall
establish the form of instruments granting options and any other instruments
under this Plan, and the rules and regulations for the administration of this
Plan, and may amend and rescind such instruments, rules and regulations. The
Board shall interpret this Plan and decide any questions and settle all
controversies and disputes that may arise in connection with this Plan, and such
determinations of the Board shall be conclusive and shall bind all parties.
Subject to Section 16, the Board may, both generally and in particular
instances, waive compliance by an optionholder with any obligation to be
performed under an option and waive any condition or provision of an option,
except that in the case of an Incentive Option the Board may not (other than in
accordance with Section 5) grant any such waiver if such waiver would cause the
Incentive Option to no longer qualify as an Incentive Option under Section 422
of the Code.
(b) Committee. The Board may, in its discretion, delegate its powers
with respect to this Plan to a committee of the Board (the "Committee"), in
which event all references to the Board hereunder shall be deemed to refer to
the Committee. The Committee shall be appointed by the Board and shall be
composed solely of two or more directors. A majority of the members of the
Committee shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. Any determination of the Committee
under this Plan may be made without notice or meeting of the Committee by a
writing signed by all of the members of the Committee.
(c) Public Company Committee. From and after the date of the first
registration of an equity security of the Company under Section 12 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), if the
Board shall elect to designate its powers with respect to this Plan to a
Committee pursuant to the provisions of Subsection (b) above, the Committee
shall be composed solely of two or more directors, each of whom shall be a
"Non-Employee Director," as such term is defined from time to time in Rule 16b-3
promulgated under the Exchange Act, and each of whom shall be an "outside
director" within the meaning of Section 162(m) of the Code.
3. EFFECTIVE DATE AND TERM. This Plan shall become effective upon adoption by
the Board or approval by the stockholders by at least a majority vote at a duly
held meeting (or by written consent as provided by applicable law), whichever is
earlier, but shall not become effective unless stockholder approval is obtained
within 12 months before or after the adoption of this Plan by the Board. The
Board may grant options under this Plan prior to such approval, but any such
option shall become effective as of
the date of grant only upon such approval and, accordingly, no such option may
be exercisable prior to such approval. This Plan shall terminate 10 years after
its effective date.
4. SHARES SUBJECT TO THE PLAN. The Shares shall be reserved for issuance upon
the exercise of options granted under this Plan. Shares subject to an option
which expires or is terminated may again be subjected to an option under this
Plan. Shares delivered under this Plan may be authorized but unissued Stock or
treasury Stock. No fractional Shares shall be issued under this Plan.
5. CHANGES IN CAPITAL STOCK. In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of stock or securities of the Company
subject to options then outstanding or subsequently granted under this Plan, the
maximum number of shares or securities that may be delivered under this Plan,
the exercise price, and other relevant provisions shall be adjusted
appropriately in a manner determined by the Board to be equitable, whose
determination shall be binding. The Board may also adjust the number of Shares
subject to outstanding options, the exercise price of outstanding options and
the terms of outstanding options to take into consideration material changes in
accounting practices or principles, consolidations or mergers, acquisitions or
dispositions of stock or property or any other event if it is determined by the
Board that such adjustment is appropriate to avoid distortion in the operation
of this Plan, provided that no such adjustment shall be made in the case of an
Incentive Option if it would constitute a modification, extension or renewal of
the option within the meaning of Section 424(h) of the Code, unless the
optionholder consents.
6. ELIGIBILITY. All employees of the Company and its subsidiaries, as well as
those other persons or entities who, in the opinion of the Board, are in a
position to contribute significantly to the success of the Company or its
subsidiaries, including, without limitation, nonemployee Directors, consultants,
advisers, independent contractors, and other service providers, shall be
eligible to receive options under this Plan. A "subsidiary" for purposes of this
Plan shall be a subsidiary corporation as define din Section 424(f) of the Code.
Incentive Options shall be granted only to "employees" as defined in the
applicable provisions of the Code and regulations thereunder. Receipt of options
under this Plan or of awards under any other employee benefit plan of the
Company or any of its subsidiaries shall not preclude an employee from receiving
options or additional options under this Plan. In granting options the Board may
include or exclude previous participants in this Plan as the Board may
determine.
7. TERMS AND CONDITIONS OF OPTIONS.
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(a) Number of Options. The aggregate fair market value (determined as
of the time of grant) of the Shares with respect to which Incentive Options are
exercisable for the first time by an employee during any calendar year (under
this Plan and all other stock option plans of the Company or its subsidiaries or
any parent corporation) shall not exceed $100,000.
(b) Exercise Price. The exercise price of each option shall be
determined by the Board but, in the case of an Incentive Option, shall not be
less than 100% (110% in the case of an Incentive Option granted to a 10%
stockholder) of the fair market value of the stock subject to the option on the
date of grant; nor shall the exercise price of any option be less, in the case
of an original issue of authorized stock, than par value. For this purpose, (I)
"fair market value" shall be determined by the Board in good faith on a basis
consistent with the provisions of Section 422 of the Code and the regulations
promulgated thereunder, and (ii) "10% stockholder" shall mean any employee who
at the time of grant owns directly, or is deemed to own by reason of the
attribution rules set forth in Section 424(d) of the Code, more than 10% of the
total combined voting powers of all classes of stock of the Company or of any of
its parent or subsidiary corporations.
(c) Duration, Vesting and Conditions of Exercise. Each option shall be
exercisable during such period or periods as the Board may determine, but in no
case after the expiration of 10 years (five years in the case of an Incentive
Option granted to a "10% stockholder" as defined in (b) above) from the date of
grant. In the discretion of the Board, options may be exercisable (I) in full
upon grant or (ii) over or after a period of time conditioned on satisfaction of
certain Company, division, group, office, individual or other performance
criteria, including the continued performance of services to the Company or its
subsidiaries. In
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the case of an option not immediately exercisable in full, the Board may at any
time accelerate the time at which all or any part of the option may be
exercised.
8. EXERCISE OF OPTIONS. Any exercise of an option shall be in writing pursuant
to a written instrument in the form prescribed by the Board, signed by the
proper person and delivered to the Company, accompanied by (a) such documents as
may be required by this Plan, by such written instrument, or by the Board, and
(b) payment as required by such written instrument for the number of Shares for
which the option is exercised. In addition, each exercise of an option shall be
subject to such additional conditions as may be required by the Board, including
without limitation those described in Section __ of this Plan. No exercise of an
option shall be effective, and the Company shall not be obligated to deliver any
Shares, until all requirements and conditions for exercise have been met to the
satisfaction of the Board.
9. CONDITIONS TO EXERCISE OF OPTIONS. Except as waived by the Board in a
particular case, all the following conditions shall be complied with as a
condition to the exercise of each option granted under this Plan:
(a) Legal Matters. In the opinion of the Company's counsel all
applicable federal and state laws and regulations, including securities laws and
regulations, shall have been complied with, and legal matters in connection with
the issuance and delivery of such Shares shall have been approved by the
Company's counsel.
(b) Listing and Registration of Shares. If at any time the Board shall
determine that the listing, registration or qualification by the Shares covered
by any option upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of or in connection with the granting of such option or
the issuance or purchase of Shares thereunder, such option may not be exercised
in whole or in part unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board.
(c) Tax Undertakings. In the case of an option that is not an Incentive
Option, the Board may require the optionholder to remit to the Company an amount
sufficient to satisfy any federal, state or local withholding tax requirements
(or make other arrangements satisfactory to the Company with regard to such
taxes, including withholding from regular cash compensation, providing other
security to the Company, or remitting or foregoing the receipt of property,
including Stock, having a fair market value (as determined by the Board in good
faith in its discretion) on the date of exercise sufficient to meet such
potential liability prior to the delivery of any Shares pursuant to the exercise
of the option. In the case of an Incentive Option, if at the time the option is
exercised the Board determines that under applicable law and regulations the
Company could be liable for the withholding of any federal or state tax with
respect to a disposition of the Shares received upon exercise, the Board may
require the optionholder to agree (i) to inform the Company promptly of any
disposition (within the meaning of Section 424(c) of the Code and the
regulations thereunder) of Shares received upon exercise, and (ii) to give such
security as the Board deems adequate to meet the potential liability of the
Company for the withholding of tax, and to augment such security from time to
time in any amount reasonably deemed necessary by the Board to preserve the
adequacy of such security.
(d) Evidence of Authority. If an option is exercised by the legal
representative of a deceased optionholder or by a person to whom the option has
been transferred by the optionholder's will or by applicable laws of descent and
distribution, the Company shall not be obligated to deliver Shares until
satisfied as to the authority of the person exercising the option.
(e) Restrictions on Transfer of Stock. If the sale of Shares has not
been registered under the Securities Act of 1933, as amended, or under
applicable state securities laws, the Company may require, as a condition to
exercise of an option, such representations or agreements from the optionholder
as counsel for the Company may consider appropriate to avoid violation of such
Act or such state securities laws and may require that the certificates
evidencing such Shares bear an appropriate legend restricting transfer. In
addition, the Board may require as conditions to the grant or exercise of any
option that the optionholder
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agree in writing to (i) restrictions on the transfer of Shares, (ii) a right of
first refusal of the Company to repurchase Shares in the event of termination of
employment or death or disability. Such restrictions and rights on the part of
the Company shall be identified in the instrument granting the option.
10. PAYMENT FOR SHARES.
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(a) Exercise Price. The exercise price for Shares purchased under an
option shall b e paid as follows: (i) in cash or by certified check, bank draft
or money order payable to the order of the Company; (ii) if permitted by the
terms of the instrument granting the option, by the delivery of shares of Stock
having a fair market value (as determined by the Board in good faith in its
reasonable discretion) on the date of exercise equal to the exercise price; or
(iii) by a combination of cash and Stock; provided, however, that payment of the
exercise price by delivery of shares of Common Stock of the Company owned by
such optionholder may be made only if such payment does not result in a charge
to earnings for financial accounting purposes as determined by the Board, unless
the Board otherwise permits such payment by delivery of shares of Common Stock.
(b) Promissory Note. To the extent permitted by any applicable margin
regulations of the Board of Governors of the Federal Reserve System and other
provisions of applicable law, the instrument granting an option may permit the
exercise price for Shares to be paid by payment of at least the par value by a
combination of cash and Stock as provided above, and delivery to the Company of
the optionholder's promissory note for the balance of the exercise price. Unless
otherwise specified by the Board in the instrument granting the option, such
note (i) shall bear interest at least equal to the Applicable Federal Rate, as
determined under Section 1274(d) of the Code and published by the Service on a
monthly basis, in effect for the month of exercise, (ii) shall be a full
recourse note, (iii) shall be secured by a pledge of the Shares acquired by
exercising the option, and (iv) shall be payable in equal annual installments of
principal and interest over a period of not more than five years after the
exercise date (except that any such note shall be payable on demand in the event
of termination of employment). Any such promissory note shall be in a form
satisfactory to the Company.
11. NO RIGHTS AS STOCKHOLDER. Optionholders shall not have the rights of
stockholders with regard to options granted under this Plan, except as to Shares
actually purchased pursuant to such options.
12. NONTRANSFERABILITY OF OPTIONS. Each option granted under this Plan shall be
transferable only by will or the laws of descent and distribution and shall be
exercisable during the lifetime of the person to whom the option is granted only
by such person. Except as permitted by the preceding sentence, no option granted
under this Plan or any of the rights and privileges thereby conferred shall be
transferred, assigned, pledged, hypothecated or otherwise disposed of in any way
(by operation of law or otherwise), and no such option, right or privilege shall
be subject to execution, attachment or similar process. Upon any attempt to so
transfer, assign, pledge, hypothecate or otherwise dispose of any such option,
right or privilege contrary to the provisions hereof, or upon the levy of any
attachment or similar process upon such option, right or privilege, the option
and such rights and privileges shall immediately become null and void.
Notwithstanding the above provisions of this Section 12, any option granted
under this Plan may be pledged or hypothecated to secure an obligation to the
Company.
13. TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY.
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(a) Termination in General. Upon termination of the employment of an
optionholder, any unexercised options shall terminate immediately, except as
provided in Subsections (b), (c) and (d) below. For purposes of this Section 13,
employment shall not be considered terminated (i) in the case of sick leave or
other bona fide leave of absence approved for purposes of this Plan by the
Board, so long as the employee's right to re-employment is guaranteed either by
statute or by contract, or (ii) in the case of a transfer of employment among
the Company and its subsidiaries, or to the employment of a corporation (or a
parent or subsidiary corporation of such corporation) issuing or assuming an
option, which in the case of an Incentive Option is a transaction to which
Section 424(a) of the Code applies. For all purposes of this Section 13, the
term "employment" shall include the continuing relationships of optionholders to
the Company as Directors, consultants, advisers, independent contractors and
other service providers;
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provided, however, that notwithstanding the foregoing, in the discretion of the
Board, the instrument granting options to any of the foregoing persons may
provide that the option may remain in force and effect notwithstanding the
termination of the relationship between any such person and the Company.
(b) Termination Not for Cause. If such termination was not "for cause"
(as hereinafter defined), the optionholder may exercise any option which was
otherwise exercisable on the date of termination for a period ending on the
earlier of (i) the expiration of three months after the date of such
termination, (ii) the expiration date of such option as fixed pursuant to the
first sentence of Section 7(c), and (iii) the termination of such option
pursuant to the provisions of Section 14. For purposes hereof, the term "for
cause" shall mean only (i) the willful or reckless failure by the optionholder
to perform his duties under, or willful or reckless violation of, any written
employment or consulting agreement (other than a failure resulting from the
optionholder's death or disability), which failure or violation shall not have
been cured within the cure period, if any, provided in such agreement; (ii) the
commission by the optionholder of an act of fraud or theft against the Company
or any of its subsidiaries; or (iii) the conviction of the optionholder of (or
the plea by the optionholder of nolo contendere to) any felony.
(c) Death. If termination of employment results from the optionholder's
death, any option which was otherwise exercisable by such optionholder as of the
time immediately before his or her death shall be exercisable by the
optionholder's estate or by any person who acquired the options by bequest or
inheritance for a period ending on the earlier of (i) one year after the death
of the optionholder, (ii) the expiration date of such option as fixed pursuant
to the first sentence of Section 7(c), and (iii) the termination of such option
pursuant to the provisions of Section 14. The Board may permit any option to be
exercised for up to the total number of Shares subject to the option, or grant
an option which by its terms is exercisable for up to the total number of Shares
subject to the option, at any time within one year after the death of the
optionholder, consistent with the above provisions.
(d) Disability. If the termination of employment results from the
optionholder's disability, any option which was otherwise exercisable by such
optionholder immediately prior to the termination of his employment shall be
exercisable by him or her (or his or her legal representative) for a period
ending on the earlier of (i) one year after such termination, (ii) the
expiration of such option pursuant to the provisions of Section 14. The Board
may permit any option to be exercised for up to the total number of Shares
subject to the option, or grant an option which by its terms is exercisable for
up to the total number of Shares subject to the option, at any time within one
year after termination of employment, consistent with the above provisions. The
term "disability" shall for this purpose be defined as such term is defined in
section 22(e)(3) of the Code.
14. REORGANIZATIONS; DISSOLUTION.
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(a) Substitute Options. If by reason of a corporate merger,
consolidation, acquisition of property or stock separation, reorganization, or
liquidation the Board shall authorize the issuance or assumption of a stock
option in a transaction to which Section 424(a) of the Code applies, then,
notwithstanding any other provision of this Plan, the Board may grant an option
upon such terms and conditions as it may deem appropriate for the purpose of
assumption of the old option, or substitution of a new option for the old
option, in conformity with the provisions of said Section 424(a) of the Code and
the Regulations thereunder, and any such option shall not reduce the number of
shares otherwise available for issuance under this Plan.
(b) Termination of Options. In the event of a Change in Control of the
Company (as defined in subsection (c) below, and in anticipation thereof if
required by the circumstances, the Board, in its sole discretion, may (i)
accelerate the exercisability, prior to the effective date of such Change in
Control, of all outstanding options granted under this Plan (and redesignate as
Nonqualified Options any options or portions thereof that were originally
designated as Incentive Options but that no longer so qualify under Section 422
of the Code), (ii) arrange, if there is a surviving or acquiring corporation,
subject to the consummation of a Change of Control, to have that corporation or
an affiliate of that corporation grant to employees and other optionholders
replacement options with substantially similar or, if not adverse to the
optionholders, different provisions with respect to exercisability (upon which
grant the options granted
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under this Plan shall immediately terminate and be of no further force or
effect) which, however, in the case of Incentive Options, satisfy, in the
determination of the Board, the requirements of Section 424(a) of the Code,
(iii) cancel all outstanding options in exchange for consideration in cash or in
kind in an amount equal to the value of the Shares, as determined by the Board
in good faith, the optionholder would have received had the option been
exercised (to the extent then exercisable or to a greater extent, including in
full, as the Board may determine) less the option price therefor (upon which
cancellation such options shall immediately terminate and be of no further force
or effect), (iv) permit the purchaser of the Company's stock or assets to
deliver to the optionholders the same kind of consideration that is delivered to
the stockholders of the Company in cancellation of such options in an amount
equal to the value of the Shares, as determined by the Board in good faith, the
optionholder would have received had the option been exercised (to the extent
then exercisable or to a greater extent, including in full, as the Board may
determine), less the option price therefor, or (v) take any combination (or
none) of the foregoing actions.
(c) Definition of "Change of Control". For purposes of this Plan, a
"Change in Control" shall mean and include any of the following:
(i) a merger or consolidation of the Company with or into
any other corporation or other business entity in which the Company is the
surviving corporation (except one in which the holders of capital stock of the
Company immediately prior to such merger or consolidation continue to hold at
least a majority of the outstanding securities having the right to vote in an
election of the Board of Directors ("Voting Stock") of the Company); or any such
merger or consolidation in which the Company is not the surviving corporation;
(ii) a sale, lease, exchange or other transfer (in one
transaction or a related series of transactions) of all or substantially all of
the Company's assets;
(iii) the acquisition by any person or any group of persons
(other than the Company, any of its direct or indirect subsidiaries, or any
trustee, fiduciary or other person or entity holding securities under any
employee benefit plan or trust of the Company or any of its direct or indirect
subsidiaries) acting together in any transaction or related series of
transactions, of such number of shares of the Company's Voting Stock as causes
such person, or group of persons, to own beneficially, directly or indirectly,
as of the time immediately after such transaction or series of transactions, 50%
or more of the combined voting power of the Voting Stock of the Company other
than as a result of an acquisition of securities directly from the Company, or
solely as a result of an acquisition of securities by the Company which by
reducing the number of shares of the Voting Stock outstanding increases the
proportionate voting power represented by the Voting Stock owned by any such
person to 50% or more of the combined voting power of such Voting Stock; and
(iv) a change in the composition of the Company's Board of
Directors following a tender offer or proxy contest, as a result of which
persons who, immediately prior to a tender offer or proxy contest, constituted
the Company's Board of Directors shall cease to constitute at least a majority
of the members of the Board of Directors.
(d) Dissolution or Liquidation. Upon the dissolution or liquidation of
the Company, all outstanding options granted under this Plan shall terminate,
but each optionholder shall have the right, immediately prior to such
dissolution or liquidation, to exercise his or her options to the extent then
exercisable.
15. EMPLOYMENT RIGHTS AND OTHER BENEFITS. Neither the adoption of this Plan nor
the grant of options shall confer upon any employee any right to continued
employment with the Company or any parent or subsidiary or affect in any way the
right of the Company or such parent or subsidiary to terminate the employment of
an employee at any time. Except as specifically provided by the Board in any
particular case, the loss of existing or potential profit in options granted
under this Plan shall not constitute an element of damages in the event of
termination of the employment of an employee even if the termination is in
violation of an obligation of the Company to the employee by contract or
otherwise. Nothing in this Plan shall restrict the authority of the Board to
grant stock options or to award bonuses or other benefits to
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employees or others otherwise than pursuant to this Plan. For purposes of this
Section 15, the term "employee" shall include those persons granted options
pursuant to this Plan who are not employees of the Company, and the term
"employment" shall include the arrangement or relationship between the Company
and any such person.
16. DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION. The Board may at
any time abandon this Plan or discontinue granting options under this Plan. With
the consent of the optionholder, the Board may at any time cancel an existing
option in whole or in part and grant another option for such number of shares as
the Board specifies. The Board may at any time amend this Plan for the purpose
of satisfying the requirements of Section 422 of the Code or of any changes in
applicable laws or regulations or for any other purpose which may at the time be
permitted by law, or may at any time terminate this Plan as to any further
grants of options, provided that (except to the extent expressly required or
permitted herein above) no such amendment shall, without the approval of the
stockholders of the Company by at least a majority vote at a duly held meeting
(or by written consent as provided by applicable law), (a) increase the maximum
number of shares for which options may be granted under this Plan, (b) change
the group of employees eligible to receive options under this Plan, (c) reduce
the price at which Incentive Options may be granted, (d) extend the time within
which options may be granted, (e) alter this Plan in such a way that Incentive
Options already granted hereunder would not be considered Incentive Options
under Section 422 of the Code, (f) amend the provisions of this Section 16, or
(g) make an y other change in this Plan which requires stockholder approval
under applicable law or regulations, including any approval requirement which is
a prerequisite for exemptive relief under Section 16 of the Exchange Act. The
termination or any modification or amendment of this Plan shall not adversely
affect the rights of any optionholder under any option previously granted
without his or her consent.
17. COMPLIANCE WITH RULE 16b-3. It is intended that the provisions of this Plan
and any options granted thereunder to a person subject to the reporting
requirements of Section 16(a) of the Exchange Act shall comply in all respects
with the terms and conditions of Rule 16b-3 promulgated under the Exchange Act
or any successor provisions thereto. Any agreement granting options shall
contain such provisions as are necessary to assure such compliance. To the
extent that any provision hereof is found not to be in compliance with such
Rule, such provision shall be deemed to be modified so as to be in compliance
with such Rule or, if such modification is not possible, shall be deemed to be
null and void, as it relates to a recipient subject to Section 16(a) of the
Exchange Act.
ADOPTED by the Board of Directors of SupplierMarket.com, Inc. as of the 2nd day
of June, 1999, and amended by the Board of Directors as of the 28th day of June,
1999.
APPROVED by the stockholders of SupplierMarket.com, Inc. as of the 2nd day of
June, 1999, and amended by the stockholders as of the 28th day of June, 1999.
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FIRST AMENDMENT TO
SUPPLIERMARKET.COM, INC.
1999 STOCK OPTION PLAN
Amended as of April 4, 2001
I. Purpose of the Amendment.
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On or about August 28, 2000, the Company consummated a merger among
Ariba, Inc. and Eli Merger Corporation, a wholly-owned subsidiary of Ariba,
Inc., and suppliermarket.com, Inc., a Delaware corporation (the "Merger"),
pursuant to which the suppliermarket.com, Inc. 1999 Stock Option Plan (the
"Plan") was assumed by Ariba, Inc., including all outstanding options under the
Plan. As a result of the Merger and the assumption of the Plan, Ariba, Inc.
wishes to amend the Plan to include Ariba, Inc. within the definition of
"Company" under the Plan in order to permit Ariba, Inc. to grant options under
the assumed Plan, and to permit alternate payment methods for the exercise of
options under the assumed Plan.
II. Amendment to Plan.
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As of April 4, 2001, the Plan is hereby amended as follows:
(a) The first sentence in the first paragraph of the Plan
is hereby amended by (i) substituting the words "Ariba, Inc." for the words
"suppliermarket.com, Inc.," (ii) changing the number "2,625,962" for the number
"2,472,690," and (iii) changing the par value to $.02. The first sentence of the
first paragraph of the Plan shall henceforth read as follows:
This Plan (this "Plan") of Ariba, Inc. (the "Company")
provides that options for up to 2,472,690 shares (the
"Shares") of the Company's Common Stock, $.02 par value per
share (the "Stock"), may be granted to employees of the
Company and its subsidiaries, as defined below, and to others
who are in a position to make significant contributions to the
success of the Company and its subsidiaries.
(b) Section 10(a) is hereby amended by deleting the word
"or" before the Subsection "(iii)" and by adding the phrase "or (iv) by any
method provided for by the Board or Committee in its discretion that is
permitted by law." Section 10(a) shall henceforth read as follows:
Exercise Price. The exercise price for Shares purchased under
an option shall be paid as follows: (i) in cash or by
certified check, bank draft or money order payable to the
order of the Company; (ii) if permitted by the terms of the
instrument granting the option, by the delivery of shares of
Stock having a fair market value (as determined by the Board
in good faith in its reasonable discretion) on the date of
exercise equal to the exercise price; (iii) by a combination
of cash and
Stock; provided, however, that payment of the exercise price
by delivery of shares of Common Stock of the Company owned by
such optionholder may be made only if such payment does not
result in a charge to earnings for financial accounting
purposes as determined by the Board, unless the Board
otherwise permits such payment by delivery of shares of Common
Stock; or (iv) by any method provided for by the Board or
Committee in its discretion that is permitted by law.
III. Effective Date.
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This First Amendment shall be effective upon its approval by the
Compensation Committee of the Board of Directors of Ariba, Inc.
IV. Effect on the Plan.
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Except as expressly amended hereby, the Plan shall remain unchanged and
in full force and effect and is hereby ratified and confirmed.
2