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EXHIBIT 10.31a
ARDENT SOFTWARE, INC.
1995 NON-STATUTORY STOCK OPTION PLAN
Amended and Restated effective December 15, 1998
1. PURPOSE. The purpose of this 1995 Non-Statutory Stock Option Plan
(the "Plan") is to advance the interests of ARDENT Software, Inc. (the
"Company") by strengthening the ability of the Company to attract, retain and
motivate key employees (other than executive officers, who are not eligible to
participate in the Plan) and consultants by providing them with an opportunity
to purchase stock of the Company or otherwise share in the appreciation of such
stock. It is intended that this purpose will be effected by the granting of
non-statutory options (i.e., options which are not intended to qualify as
"incentive stock options" as described in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code")).
2. EFFECTIVE DATES. The Plan originally became effective on December
13, 1995, the date it was adopted by the Board of Directors of the Company (the
"Board"). To the extent at any time that amendments are made to the Plan for
which stockholder approval is necessary under applicable tax or securities laws
or under the Board action adopting such amendment, options that may be granted
only as a result of such amendments may be granted before such approval, but no
such options may be exercised until such approval is obtained and such options
will be null and void if such approval is not obtained.
3. STOCK SUBJECT TO THE PLAN. The number of shares that may be
issued under this Plan shall not exceed in the aggregate 5,300,000 shares of the
common stock, $.01 par value, of the Company (the "Shares"). Any Shares subject
to an option which for any reason expires or is terminated unexercised as to
such Shares may again be the subject of an option under the Plan.
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The Shares delivered upon exercise of options under this Plan may, in whole or
in part, be either authorized but unissued Shares or issued Shares reacquired by
the Company.
4. ADMINISTRATION. This Plan shall be administered by the
Compensation Committee of the Board. Subject to the provisions of this Plan, the
Committee shall have full power to construe and interpret the Plan and to
establish, amend and rescind rules and regulations for its administration. Any
decisions made with respect thereto shall be final and binding on the Company,
the optionees and all other persons.
5. ELIGIBLE PARTICIPANTS. Options may be granted to such key
employees, other than executive officers, or consultants of the Company or of
any of its present or future subsidiaries, as are selected by the Committee.
Shares may also be issued under this Plan, in the discretion of the Committee
and on such terms and conditions not inconsistent herewith as may be established
by the Committee, to holders of stock options issued by other companies whose
obligations in respect thereof are assumed by the Company in connection with a
business combination.
6. DURATION OF THE PLAN. No options may be granted under this Plan
after December 12, 2005.
7. TERMS AND CONDITIONS OF OPTIONS. Options granted under this Plan
shall be evidenced by stock option agreements not inconsistent with this Plan
and in such form as the Committee shall approve from time to time, which
agreements shall evidence among their terms and conditions the following:
(a) PRICE. The purchase price per Share payable upon the
exercise of each option granted hereunder shall be determined by the Committee
at the time the option is granted.
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(b) NUMBER OF SHARES. Each option agreement shall specify the
number of Shares to which it pertains.
(c) EXERCISE OF OPTIONS. Each option shall be exercisable for
the full amount or for any part thereof and at such intervals or in such
installments as the Committee may determine at the time it grants such option;
provided, however, that no option shall be exercisable with respect to any
Shares later than ten (10) years after the date of the grant of such option.
(d) NOTICE OF EXERCISE AND PAYMENT. An option shall be
exercisable only by delivery of a written notice to the Company's Treasurer, or
any other officer of the Company designated by the Committee to accept such
notices on its behalf, specifying the number of Shares for which it is
exercised. If said Shares are not at that time effectively registered under the
Securities Act of 1933, as amended, the optionee shall include with such notice
a letter, in form and substance satisfactory to the Company, confirming that the
Shares are being purchased for the optionee's own account for investment and not
with a view to distribution. Payment shall be made in full at the time the
option is exercised. Payment shall be made by (i) cash, or (ii) cashier's or
certified check.
(e) WITHHOLDING TAXES; DELIVERY OF SHARES. The Company's
obligation to deliver Shares upon exercise of an option, in whole or in part,
shall be subject to the optionee's satisfaction of all applicable federal, state
and local income and employment tax withholding obligations.
(f) NON-TRANSFERABILITY. No option shall be transferable by the
optionee otherwise than by will or the laws of descent and distribution, and
each option shall be exercisable during his lifetime only by him.
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(g) TERMINATION OF OPTIONS. Each option shall terminate and may
no longer be exercised if the optionee ceases for any reason to be an employee
of the Company, or its parent or a subsidiary, in accordance with the following
provisions:
(i) if the optionee's employment shall have been
terminated by resignation or other voluntary action,
or if such employment shall have been terminated
involuntarily for cause, the option shall terminate
and may no longer be exercised;
(ii) if the optionee's employment shall have been
terminated for any reason other than cause,
resignation or other voluntary action before he is
eligible to retire, disability or death, he may at
any time within a period of three (3) months after
such termination of employment exercise his option
to the extent that the option was exercisable by him
on the date of termination of his employment;
(iii) if the optionee's employment shall have been
terminated because of disability within the meaning
of Section 22(e)(3) of the Code, he may at any time
within a period of one (1) year after such
termination of employment exercise his option to the
extent that the option was exercisable by him on the
date of termination of his employment; and
(iv) if the optionee dies at a time when he might have
exercised the option, then his estate, personal
representative or beneficiary to whom it has been
transferred pursuant to Paragraph 8(f) hereof may at
any time within a period of one (1) year after the
optionee's
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death exercise the option to the extent the optionee
might have exercised it at the time of his death;
provided, however, that no option may be exercised to any extent by anyone after
the date of expiration of the option.
(h) RIGHTS AS STOCKHOLDER. The optionee shall have no rights as
a stockholder with respect to any Shares covered by his option until the date of
issuance of a stock certificate to him for such Shares.
(i) REPURCHASE OF SHARES BY THE COMPANY. Any Shares purchased
by an optionee upon exercise of an option may in the discretion of the Committee
be subject to repurchase by the Company if and to the extent specifically set
forth in the option agreement pursuant to which the Shares were purchased.
8. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS;
RECAPITALIZATIONS . Appropriate adjustment shall be made in the maximum number
of Shares subject to the Plan and in the number, kind, and option price of
Shares covered by outstanding options granted hereunder to give effect to any
stock dividends, stock splits, stock combinations, recapitalizations and other
similar changes in the capital structure of the Company after the effective date
of the Plan.
MERGER; SALE OF ASSETS; DISSOLUTION. In the event of a change of the
Shares resulting from a merger or similar reorganization as to
which the Company is the surviving corporation, the number and
kind of shares which thereafter may be optioned and sold under the
Plan, and the number and kind of shares then subject to options
granted hereunder and the option price per share thereof shall be
appropriately adjusted in such manner as the Committee may deem
equitable to prevent substantial dilution or enlargement of the
rights available or granted hereunder.
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Except as otherwise determined by the Committee, a merger or a
similar reorganization which the Company does not survive, or a
sale of all or substantially all of the assets of the Company,
shall cause every option outstanding hereunder to terminate, to
the extent not then exercised, unless any surviving entity agrees
to assume the obligations hereunder.
10. DEFINITIONS.
(a) The term "key employees" refers to those non-executive
administrative, technical or managerial employees who are determined by the
Committee to be eligible for options under this Plan.
(b) The term "optionee" means a key employee to whom an option
is granted under this Plan.
(c) The term "parent" shall have, for purposes of this plan,
the meaning ascribed to it under Section 424(e) of the Code and the regulations
promulgated thereunder.
(d) The term "subsidiary" shall have, for purposes of this
Plan, the meaning ascribed to it under Section 424(f) of the Code and the
regulations promulgated thereunder.
11. TERMINATION OR AMENDMENT OF PLAN. The Board may at any time
terminate the Plan or make such changes in or additions to the Plan as it deems
advisable, provided that no such termination or amendment shall adversely affect
or impair any then outstanding option without the consent of the optionee
holding such option.
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AMENDMENT BOARD ACTION
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INCREASE SHARES TO 1,250,000 JANUARY 23, 1996 (EFFECTIVE JANUARY 7, 1996)
INCREASE SHARES TO 2,250,000 JUNE 6, 1996
INCREASE SHARES TO 3,750,000 OCTOBER 29, 1997
CHANGED PARAGRAPH 7 (d),(e) JULY 22, 1998
INCREASE SHARES TO 5,300,000 DECEMBER 15, 1998
CHANGED PARAGRAPH 5