EXHIBIT 10.4
AMERICAN SOFTWARE, INC.
STOCK OPTION AGREEMENT
STOCK OPTION GRANTED PURSUANT TO THE AMERICAN
SOFTWARE, INC. DIRECTOR AND OFFICER STOCK OPTION PLAN
Grantee: James C. Edenfield Number of Shares: 48,000
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Social Security Number: 253 50 7549 Exercise Price Per Share: $3.03
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Grant Date: January 30, 1995 Expiration Date: January 30, 2000
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Incentive X Nonqualified
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[Check One]
AMERICAN SOFTWARE, INC. (which, along with its subsidiaries, is referred to
herein as the "Company") hereby grants, as of the date shown above (the "Date of
Grant"), to the person named above ("Grantee") the following option (this
"Option") to purchase up to the aggregate number of shares set forth above of
the Class A Common Stock, par value ten cents ($0.10) per share, of the Company
(the "Stock"), at the exercise price set forth above, and subject to acceptance
by Grantee of the terms and conditions hereinafter set forth.
(1) THE PLAN. This Option has been granted pursuant to the Company's
Director and Officer Stock Option Plan (the "Plan") and shall be governed by the
provisions thereof as it may be amended from time to time. To the extent that
the provisions of this Option are more restrictive than the provisions contained
in the Plan, however, the more restrictive provisions hereof shall apply.
(2) NONTRANSFERABILITY. This Option shall not be transferable by the
Grantee, in whole or in part, otherwise than by Will, by the laws of descent and
distribution or by a qualified domestic relations order.
(3) EXPIRATION DATE. This Option shall expire with respect to any Stock not
covered by valid exercise thereof at the close of business on the fifth
anniversary of the Date of Grant (the "Expiration Date").
(4) VESTING. (a) This Option shall become exercisable, from time to time,
cumulatively, on the dates hereinafter specified so long as the Grantee is
employed by the Company or remains as a director of the Company, for the amount
of Stock hereinafter specified. To the extent this Option has become exercisable
and has not terminated, this Option may be exercised thereafter in any amount,
and from time to time, until the Expiration Date. The vesting schedule is as
follows:
8914.2
CUMULATIVE OPTION
FULL YEARS FROM SHARES SUBJECT
DATE OF GRANT TO EXERCISE
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Less than One -0-
Less than Two 25% of shares subject to this Option
Less than Three 50% of shares subject to this Option
Less than Four 75% of shares subject to this Option
Four or more 100% of shares subject to this Option
(b) Notwithstanding anything else contained in this Option and
notwithstanding that the Plan may permit exercise of this Option following
termination of employment or status as a director, after termination of
Grantee's employment with the Company, the Grantee may exercise this Option only
to the extent it was vested as of the date of termination.
SEE ATTACHED SHEET FOR ADDITIONAL TERMS OF THIS OPTION
IN WITNESS WHEREOF, this Stock Option Agreement has been executed by the
Company by one of its duly authorized officers as of the Date of Grant.
AMERICAN SOFTWARE, INC.
BY: PETER W. PAMPLIN
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AUTHORIZED OFFICER
The undersigned hereby acknowledges receipt of this Option and agrees to
the provisions of the Plan and the provisions set forth herein, including the
additional terms set forth on the attached sheet.
JAMES C. EDENFIELD
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Date: January 30, 1995 SIGNATURE OF GRANTEE
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