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EXHIBIT 10.1
YELLOWBRIX, INC.
AMENDED 1998 STOCK OPTION PLAN
1. Purpose. The purpose of the YellowBrix, Inc. 1998 Stock Option
Plan (the "Plan") is to enable YellowBrix, Inc. (the "Company") to secure the
benefits of equity ownership by key personnel of the Company. The Board of
Directors of the Company (the "Board") believes that the granting of options
under the Plan will foster the Company's ability to attract, retain and
motivate those individuals who will be largely responsible for the
profitability and long-term future growth of the Company.
2. Stock Subject to the Plan. Subject to the provisions of Section
6, the Company may issue and sell a total of 7,000,000 shares of its common
stock, $.001 par value per share ("Common Stock"), pursuant to the Plan. Such
shares may be either authorized and unissued or held by the Company in its
treasury. New options may be granted under the Plan with respect to shares of
Common Stock that are covered by the unexercised portion of an option that has
terminated or expired by its terms, by cancellation or otherwise.
3. Administration. The Plan will be administered by the Board.
Subject to the provisions of the Plan, the Board, acting in its sole and
absolute discretion, will have full power and authority to grant options under
the Plan, to interpret the provisions of the Plan, to fix and interpret the
provisions of option agreements made under the Plan, to supervise the
administration of the Plan, and to take such other action as may be necessary
or desirable in order to carry out the provisions of the Plan. The decision of
the Board as to any disputed question, including questions of construction,
interpretation and administration, will be final and conclusive on all persons.
The Board will keep such books and records as may be necessary in connection
with the proper administration of the Plan. The Company shall indemnify and
hold harmless any employee of the Company to whom any duty or power relating to
the administration or interpretation of the Plan is delegated from and against
any loss, cost, liability (including any sum paid in settlement of a claim with
the approval of the Board), damage and expense (including legal and other
expenses incident thereto) arising out of or incurred in connection with the
Plan, unless and except to the extent attributable to such person's fraud or
willful misconduct.
4. Eligibility. Options may be granted under the Plan to present or
future employees of the Company and to consultants to and directors of the
Company. Subject to the provisions of the Plan, the Board may from time to time
select the persons to whom options will be granted and will fix the number of
shares covered by each such option and establish the terms and conditions
thereof, including, without limitation, exercise price and vesting or other
restrictions on exercisability of the option or on the shares of Common Stock
issued upon exercise thereof and whether or not the option is to be treated as
an incentive stock option (an "Incentive Stock Option") within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
5. Terms and Conditions of Options. Each option granted under the
Plan will be evidenced by a written agreement (the "Agreement") in a form
approved by
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the Board. Each such option will be subject to the terms and conditions set
forth in the Agreement, which shall contain such additional terms and
conditions not inconsistent with the Plan as the Board deems appropriate.
(a) Option Exercise Price. In the case of an option that is
not treated as an Incentive Stock Option, the exercise price per share may not
be less than the par value of a share of Common Stock on the date the option is
granted; and, in the case of an Incentive Stock Option, the exercise price per
share may not be less than 100% of the fair market value of a share of Common
Stock on the date the option is granted (110% in the case of an optionee who,
at the time the option is granted, is a ten percent shareholder as described in
Section 422(b)(6) of the Code). For purposes hereof, the fair market value of a
share of Common Stock on any date will be equal to the closing sale price per
share as published by a national securities exchange on which shares of Common
Stock are traded on such date or, if there is no sale of Common Stock on such
date, the average of the bid and asked prices on such exchange at the closing
of trading on such date or, if shares of Common Stock are not listed on a
national securities exchange on such date, the closing price or, if none, the
average of the bid and asked prices in the over the counter market at the close
of trading on such date, or, if the Common Stock is not traded on a national
securities exchange or the over the counter market, the fair market value of a
share of Common Stock on such date as determined in good faith by the Board.
(b) Option Period. The period during which an option may be
exercised will be fixed by the Board and will not exceed ten years from the
date the option is granted (five years in the case of an Incentive Stock Option
granted to a "ten percent shareholder").
(c) Exercise of Options. No option will become exercisable
unless the person to whom the option was granted remains in the continuous
employ or service of the Company for at least six months (or for such other
period as the Board may designate) from the date the option is granted. An
option may be exercised in whole or in part by transmitting to the Company (1)
a written notice specifying the number of shares to be purchased and (2)
payment of the exercise price (or, if applicable, delivery of a secured
obligation therefor), together with the amount, if any, deemed necessary by the
Company to enable it to satisfy its tax withholding obligations with respect to
such exercise (unless other arrangements acceptable to the Company are made
with respect to the satisfaction of such withholding obligations).
(d) Payment of Exercise Price. At the Board's discretion,
the purchase price of shares of Common Stock acquired pursuant to the exercise
of an option granted under the Plan may be paid in cash and/or such other form
or method of payment as may be permitted under the Agreement including, without
limitation, payment of previously owned shares of Common Stock and/or payment
of all or a portion of the purchase price in installments (together with
interest) over a period of not more than five years.
(e) Rights as a Stockholder. No shares of Common Stock shall
be used in respect of an exercise of an option granted under the Plan until
full payment
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therefor has been made (and/or provided for where all or a portion of the
purchase price is being paid in installments).
(f) Nontransferability of Options. Except as otherwise
permitted by the Board and set forth in any Agreement, no option shall be
assignable or transferable except upon the optionee's death to a beneficiary
designated by the optionee in accordance with procedures established by the
Board or, if no designated beneficiary shall survive the optionee, pursuant to
the optionee's will or by the laws of descent and distribution. Except as
otherwise permitted by the Board and set forth in any Agreement, during an
optionee's lifetime, options may be exercised only by the optionee or the
optionee's guardian or legal representative.
(g) Termination of Employment or Other Service. Except as
otherwise permitted by the Board and set forth in any Agreement, if an optionee
ceases to be employed by or to perform services for the Company for any reason
other than death or disability (defined below), then, unless sooner terminated
under the terms hereof, each outstanding option granted to him or her under the
Plan will terminate on the date three months after the date of such termination
of employment or service or on such other date as may be specified by the
Board; provided, however, if an optionee's employment or service is terminated
by the Company for cause, then each outstanding option granted to him or her
will terminate upon the date of such termination of employment or service.
Except as otherwise permitted by the Board and set forth in any Agreement, if
an optionee's employment or service is terminated by reason of the optionee's
death or disability (or if the optionee's employment or service is terminated
by reason of his or her disability and the optionee dies within one year after
such termination of employment or service), then, unless sooner terminated
under the terms hereof, each outstanding option granted to the optionee under
the Plan will terminate on the date one year after the date of such termination
of employment or service (or one year after the later death of a disabled
optionee) or on such other date as may be specified by the Board. For purposes
hereof, the term "disability" means the inability of an optionee to perform the
customary duties of his or her employment or other service for the Company by
reason of a physical or mental incapacity which is expected to result in death
or be of indefinite duration. For purposes hereof, the term "cause" shall be
determined by the Board in its sole discretion; provided, however, that to the
extent the term "cause" is otherwise defined in an employment, consulting or
other agreement between the Company and the optionee, the definition of "cause"
set forth therein shall be used as the definition of "cause" for purposes
hereof.
(h) Other Provisions. The Board may impose such other
conditions with respect to the exercise of options, including, without
limitation, any conditions relating to the application of federal or state
securities laws, as it may deem necessary or advisable.
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6. Capital Changes.
(a) Adjustments Upon Changes in Capitalization. The
aggregate number and class of shares for which options may be granted under the
Plan, the number and class of shares covered by each outstanding option and the
exercise price per share shall all be adjusted proportionately or as otherwise
appropriate to reflect (i) any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split or consolidation of shares
or any like capital adjustment, or the payment of any stock dividend, and/or
(ii) to reflect a change in the character or class of shares covered by the
Plan arising from a readjustment or recapitalization of the Company's capital
stock.
(b) Cash, Stock or Other Property for Stock. Except as
otherwise provided herein, in the event of an Exchange Transaction (as defined
below), all optionees will be permitted to exercise their outstanding options
in whole or in part (whether or not otherwise exercisable) immediately prior to
such Exchange Transaction, and any outstanding options which are not exercised
before the Exchange Transaction will thereupon terminate. Notwithstanding the
preceding sentence, if, as part of the Exchange Transaction, the stockholders
of the Company receive capital stock of another corporation ("Exchange Stock")
in exchange for their shares of Common Stock, and if the Board, in its sole
discretion, so directs, then all outstanding options will be converted into
options to purchase shares of Exchange Stock. The amount and price of converted
options will be determined by adjusting the amount and price of the options
granted hereunder on the same basis as the determination of the number of
shares of Exchange Stock the holders of Common Stock will receive in the
Exchange Transaction and, unless the Board determines otherwise, the vesting
conditions with respect to the converted options will be substantially the same
as the vesting conditions set forth in the original option agreement.
(c) Definition of Exchange Transaction. For purposes hereof,
the term "Exchange Transaction" means a merger (other than a merger of the
Company in which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere
reincorporation or the creation of a holding company), liquidation of the
Company or any other similar transaction or event so designated by the Board,
in its sole discretion, as a result of which the stockholders of the Company
receive cash, stock or other property in exchange for or in connection with
their shares of Common Stock.
(d) Fractional Shares or Units. In the event of any
adjustment in the number of shares covered by any option pursuant to the
provisions hereof, any fractional shares resulting from such adjustment will be
disregarded and each such option will cover only the number of full shares
resulting from the adjustment.
(e) Determination of Board to be Final. All adjustments
under this Section 6 shall be made by the Board, and its determination as to
what adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive.
7. Amendment and Termination of the Plan. Except as may otherwise
be required by law, the Board, acting in its sole discretion and without
further action on
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the part of the stockholders of the Company, may amend the Plan at any time and
from time to time and may terminate the Plan at any time. No amendment or
termination may affect adversely any outstanding option without the written
consent of the optionee.
8. No Rights Conferred. Nothing contained herein will be deemed to
give any individual any right to receive an option under the Plan or to be
retained in the employ or service of the Company.
9. Governing Law. The Plan and each option agreement shall be
governed by the laws of the State of Delaware.
10. Term of the Plan. The Plan shall be effective on the date on
which it is adopted by the Board, subject to the approval of the stockholders
of the Company. Unless sooner terminated by the Board, the Plan will terminate
on the date ten years after the date of adoption by the Board. Options
outstanding at the time of the termination of the Plan shall not be affected
solely by reason of such termination and shall continue in force in accordance
with their terms.
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