BLACKBAUD, INC.
2000 STOCK OPTION PLAN
AS AMENDED AND RESTATED ON MARCH 23, 2004
SECTION 1. PURPOSE; DEFINITIONS
The purpose of the Plan is to give Blackbaud, Inc., a South
Carolina corporation (the "Company") and its Affiliates (each as defined below)
a competitive advantage in attracting, retaining and motivating key employees
and other individuals providing services to the Company and its Affiliates, and
to enable the Company and its Affiliates to provide incentives linked to the
financial results of the Company's and its subsidiaries' businesses.
For purposes of the Plan, the following terms are defined as
set forth below:
"Affiliate" of a Person means a Person directly or indirectly
controlled by, controlling or under common control with such Person.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended,
and any successor thereto.
"Committee" has the meaning set forth in Section 2(a).
"Company" means Blackbaud, Inc., a South Carolina corporation.
"Employment/Service" means employment with, or the performance
of services as a non-employee director, consultant or other independent
contractor for, the Company or any of its Affiliates.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
"Exercise Date" has the meaning set forth in Section 6(b).
"Exercise Notice" means a written notice by a Participant to
the Company, on such form as the Committee may prescribe from time to time,
stating that an Option is being exercised.
"Exercise Price" shall mean the price per Share at which
Shares can be purchased pursuant to Options.
"Fair Market Value" of a Share as of any given date means (i)
if the Shares are not then listed on any exchange or NASDAQ, the fair market
value of a Share as determined in good faith by the Board, as of the most recent
December 31 or June 30 that occurs on or before such
date, on the basis of the Company's status as privately held and without
reference to any discount for minority interest, control premium, restrictions
on transfer or disparate voting rights (if any), and (ii) if the Shares are so
listed, the mean between the highest and lowest reported sales prices on such
date of a Share on the New York Stock Exchange or, if not listed on such
exchange, on any other national securities exchange on which the Shares is
listed or, if not so listed, on NASDAQ on the last preceding date on which there
was a sale of Shares on such exchange or on NASDAQ.
"Incentive Stock Option" means any Option that is designated
in the applicable Option Agreement, and that qualifies as, an "incentive stock
option" within the meaning of Section 422 of the Code.
"IPO" means a firmly underwritten public offering of the
Company's stock, of not less than $20,000,000 in gross proceeds, registered with
the Securities and Exchange Commission under the 1933 Act and shall not include
any registration of shares pursuant to a Company stock option or incentive plan.
"NASDAQ" means The NASDAQ Stock Market.
"Nonqualified Stock Option" means any Option that is not an
Incentive Stock Option.
"Option" means a right to purchase Shares granted pursuant to
this Plan.
"Option Agreement" means an agreement setting forth the terms
and conditions of an Option or Options.
"Participant" means any individual eligible to receive grants
of Options as set forth in Section 4 to whom an Option has been granted.
"Person" means an individual, corporation, partnership,
limited liability company, joint venture, trust, unincorporated organization,
government (or any department or agency thereof) or other entity.
"Plan" means the Blackbaud, Inc. 2000 Stock Option Plan, as
set forth herein and as hereinafter amended from time to time.
"Plan Shares" has the meaning set forth in Section 11(a).
"Rule 13d-3" means Rule 13d-3, as promulgated by the SEC under
the Exchange Act, as amended from time to time.
"SEC" means the Securities and Exchange Commission or any
successor agency.
"Section 162(m) Option" means an Option that is (i) granted at
a time when the Company is a "publicly held corporation" within the meaning of
Section 162(m)(2) of the Code,
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and (ii) not exempt from the application of Section 162(m) of the Code by reason
of one of the transition rules set forth in Treasury Regulation Section
1.162-27(f) or a similar transition rule.
"Securities Act" means the Securities Act of 1933, as amended
from time to time, and any successor thereto.
"Shares" means the shares of beneficial interest in the
Company.
SECTION 2. ADMINISTRATION
(a) Committee. The Plan shall be administered by a
committee of the Board designated for such purpose (the "Committee"), or, if no
Committee has been designated, by the Board (in which case all references herein
to the Committee shall include the Board).
(b) Powers of Committee. Among other things, the
Committee shall have the authority, subject to the terms of the Plan, to:
(i) select the Participants to whom Options are granted;
(ii) determine whether and to what extent awards of
Incentive Stock Options and Nonqualified Stock
Options or any combination thereof are to be granted
hereunder;
(iii) determine the number of Shares to be covered by each
Option granted hereunder;
(iv) determine the terms and conditions of any Option
granted hereunder;
(v) accelerate the vesting, and otherwise modify, amend
or adjust the terms and conditions, of any Option, at
any time or from time to time;
(vi) adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it
shall from time to time deem advisable;
(vii) interpret the terms and provisions of the Plan and
any Option issued under the Plan and the Option
Agreement relating thereto in its sole discretion;
and
(viii) otherwise supervise the administration of the Plan.
(c) Action by Majority. The Committee may act only by a
majority of its members, except that the members thereof may authorize any one
or more of their number or any officer of the Company to execute and deliver
documents on behalf of the Committee.
(d) Dispute Resolution. Any dispute or disagreement which
may arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of the Plan
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or an Option (or related Option Agreement) granted hereunder shall be resolved
by the Committee in its sole discretion. All such decisions made by the
Committee shall be final and binding on all Persons, including the Company and
the Participants.
(e) Indemnification. No member of the Committee or the
Board shall be liable for any action or determination made in good faith with
respect to the Plan or any Option or Option Agreement. To the full extent
permitted by law, the Company shall indemnify and save harmless each Person made
or threatened to be made a party to any civil or criminal action or proceeding
by reason of the fact that such Person, or such Person's testator or intestate,
is or was a member of the Committee.
SECTION 3. SHARES SUBJECT TO PLAN
(a) Number of Shares. The total number of Shares reserved
and available for grant under the Plan shall be Sixteen Million One Hundred Ten
Thousand Eight Hundred Thirty (16,110,830). Shares subject to Options under the
Plan may be authorized and unissued shares or may be treasury shares. If any
Option terminates without being exercised, the shares subject to such Options
shall again be available for grants of Options under the Plan. In addition, the
maximum number of shares with respect to which Section 162(m) Options may be
granted to any one individual in any one calendar year shall be Five Million
Seven Hundred Thousand (5,700,000).
(b) Adjustments. Subject to Section 13(b) below, if the
Common Stock is changed by reason of a stock split, stock dividend, reverse
split, recapitalization, reclassification or similar transaction, or converted
into or exchanged for other securities as a result of a merger, consolidation,
combination, reorganization or similar transaction (including any change in the
shares of Common Stock in connection with a change of domicile of the Company),
the Board shall make such appropriate adjustments in the exercise price, in the
number and class of securities that may be issued or delivered under the Plan,
and/or in the calculations thereof, so that (i) Participants shall be entitled
to receive the same kind and number of securities upon exercise of such Options
as to which they would have been entitled to receive upon such event had they
exercised all of their Options immediately prior to such event, and (ii) the
aggregate exercise price payable by a Participant on the full exercise of such
Participant's Options shall remain as nearly as possible the same as (but shall
not be greater than) it was prior to such event. Such adjustment shall be made
by the Board, whose determination shall be final, binding and conclusive.
SECTION 4. PARTICIPANTS
Any individual who is employed by, or performs services as a
non-employee director, consultant or other independent contractor for, the
Company or any of its Affiliates, and who is responsible for or contributes to
the management, growth and profitability of the business of the Company and/or
its Affiliates, shall be eligible to be granted Options under the Plan.
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SECTION 5. GRANTS OF OPTIONS
(a) Required Terms for Options. Options shall have the
following terms and conditions, unless otherwise determined by the Committee at
the time of grant:
(i) the Exercise Price per Share of such an Option shall
be not less than the Fair Market Value of a Share on
the date of grant; and
(ii) Each such Option shall have a term ending at the
close of business on the tenth anniversary of the
date of grant.
(b) Requirements Applicable to All Options. The Committee
shall specify the vesting schedule applicable to each Option and such vesting
schedule shall be set forth in the applicable Option Agreement. Options shall be
evidenced by Option Agreements setting forth the terms and conditions thereof in
such detail as the Committee may determine from time to time. An Option
Agreement shall expressly indicate whether it is intended to be an agreement for
an Incentive Stock Option or a Nonqualified Stock Option. The grant of an Option
shall occur on the date the Committee by resolution selects an individual to
receive a grant of an Option, determines the number of Shares to be subject to
such Option to be granted to such individual and specifies the terms and
provisions of the Option, or on such later date as the Committee may determine.
The Company shall notify a Participant of any grant of an Option, and a written
Option Agreement shall be duly executed and delivered by the Company to the
Participant. Such agreement shall become effective upon execution by the Company
and the Participant.
(c) Change in Control. In the event of a Change in
Control (as defined below), all outstanding options granted under the Plan shall
become immediately exercisable. The term "Change in Control" shall mean the
acquisition (including as a result of merger but excluding any acquisition or
transfer by or to an Affiliate of any shareholder) by any one or more persons or
entities acting in concert of substantially all of the assets of the Company or
of beneficial ownership, either directly or indirectly, of securities of the
Company representing more than 50% of the combined voting power of the then
outstanding voting securities of the Company.
(d) Incentive Stock Options. Options granted under the
Plan may be either Incentive Stock Options or Nonqualified Stock Options, and
shall be designated as such in the applicable Option Agreement. Incentive Stock
Options may be granted only to employees of the Company or any Affiliate that is
a "subsidiary corporation" within the meaning of Section 424(f) of the Code. To
the extent that any Option does not qualify as an Incentive Stock Option, even
if so designated, it shall be deemed to be a Nonqualified Stock Option.
SECTION 6. EXERCISE OF OPTIONS
(a) Exercise. Subject to the provisions of this Section
6, Options may be exercised, in whole or in part, at any time during the option
term after they have vested by giving an Exercise Notice to the Company in
accordance with this Section 6; provided, that no Option
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may be exercised with respect to a number of Shares that is less than the lesser
of (i) one hundred and (ii) the total number of Shares remaining available for
exercise pursuant to the Option.
(b) Procedures. Unless otherwise permitted by the
Committee, an Exercise Notice shall be delivered no less than two business days
in advance of the effective date of the proposed exercise (the "Exercise Date").
An Exercise Notice shall be accompanied by the Stock Option Agreement evidencing
the Option and shall specify the number of Shares with respect to which the
Option is being exercised, the Exercise Date and any requests with respect to
the form of payment and withholding taxes or as provided in Sections 6(c) and
11(e), respectively, and shall be signed by the Participant. The partial
exercise of an Option shall not cause the expiration, termination or
cancellation of the remaining portion thereof. Upon the partial exercise of an
Option, the Stock Option Agreement evidencing such Option, marked with any
notations deemed appropriate by the Committee, shall be returned to the
Participant exercising such Option.
(c) Payment. Each Exercise Notice shall be accompanied by
payment in full of the aggregate Exercise Price for the shares being purchased.
Such payment shall be made by certified or bank check, wire transfer, or such
other instrument as the Committee may accept. If approved by the Committee,
payment, in full or in part, may also be made in the form of unrestricted Mature
Shares, based on the Fair Market Value of the Shares on the date the Option is
exercised; provided, however, that, in the case of an Incentive Stock Option the
right to make a payment in such Shares may be authorized only at the time the
Option is granted. In the discretion of the Committee, payment may also be made
by the surrender of Shares then issuable upon exercise of the Option having a
Fair Market Value on the date of exercise equal to the aggregate Exercise Price
or the portion thereof being paid through such surrender; provided, however,
that, in the case of an Incentive Stock Option the right to make a payment in
such Shares may be authorized only at the time the Option is granted. In the
discretion of the Committee, payment for any Shares in connection with the
exercise of an Option at a time when the Shares are listed on a national
securities exchange or on NASDAQ may also be made by delivering a properly
executed exercise notice to the Company, together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds to pay the purchase price, and, if requested by the Company,
the amount of statutory and regulatory federal, state, local or foreign
withholding taxes, provided that payment of all such amounts is then made to the
Company upon settlement of the sale. To facilitate the foregoing, the Company
may enter into agreements for coordinated procedures with one or more brokerage
firms.
(d) Rights as Shareholders. Notwithstanding any other
provision of this Plan or any Option Agreement, no Shares shall be issued
pursuant to the exercise of an Option until full payment therefor has been made.
Except as otherwise provided in the applicable Option Agreement, a Participant
shall have all of the rights of a shareholder of the Company holding the class
or series of Shares that is subject to such Option (including, if applicable,
the right to vote the shares and the right to receive dividends and
distributions), when the Participant has given written notice of exercise, has
paid in full for such shares and, if requested, has given the representations
referred to in Section 11(b).
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SECTION 7. EFFECT OF TERMINATION OF EMPLOYMENT/SERVICE
Except as otherwise provided in the Option Agreement or as
otherwise determined by the Committee, in the event that a Participant's
Employment/Service is terminated (A) as a result of death or disability, each
then-outstanding option granted to the Participant that had vested as of the
date of termination shall remain exercisable until the earlier of (1) the close
of business on the 180th day following the date of such termination of
Employment/Service, or such other date as determined by the Committee (not later
than the 365th day following the date of such termination of Employment/Service)
and (2) the end of its term, (B) for any reason other than death or disability,
each then-outstanding Option granted to such Participant that had vested as of
the date of such termination of Employment/Service shall remain exercisable
until the earlier of the close of business on the 90th day following the date of
such termination of Employment/Service and the end of its term, and (C) all
then-outstanding Options granted to such Participant that had not vested as of
the date of such termination of Employment/Service shall be forfeited.
SECTION 8. TRANSFERABILITY OF OPTIONS
(a) Limit on Transfers. No Option shall be transferable
by the Participant other than (i) by designation of a beneficiary in accordance
with Section 8(b), or (ii) in the case of a Nonqualified Stock Option, and
subject to the approval of the Board, which approval may be granted or denied in
the sole discretion of the Board pursuant to a gift to such Participant's
spouse, children, grandchildren or other living descendants, whether directly or
indirectly or by means of a trust, partnership, limited liability company or
otherwise. All Options shall be exercisable, subject to the terms of this Plan,
during the Participant's lifetime, only by the Participant or any Person to whom
such Option is transferred pursuant to the preceding sentence. The term
"Participant" includes the beneficiary of the Participant pursuant to Section
8(b) and any Person to whom an Option is otherwise transferred in accordance
with this Section 8; provided, however, that references herein to
Employment/Service of a Participant or termination of Employment/Service of a
Participant shall continue to refer to the Employment/Service or termination of
Employment/Service of the Participant to whom the Option was granted hereunder.
(b) Beneficiaries. A Participant shall have the right to
designate a beneficiary who shall be entitled to exercise the Participant's
Options (subject to their terms and conditions) following the Participant's
death, and to whom any amounts payable or Shares deliverable following the
Participant's death shall be paid or delivered, as applicable. Such designations
shall be made in accordance with procedures established by the Committee from
time to time. If no beneficiary designation form is on file with the Committee
at the time of a Participant's death, or the Committee determines in good faith
that the form on file is invalid, then the Participant's beneficiary shall be
deemed to be the Participant's estate.
(c) Transfers Subject to this Agreement. The Transferee
of any transfer permitted by the terms of this Agreement shall prior to any such
transfer be obligated to execute an Agreement indicating that such transferee
agrees to be bound by the terms and conditions of
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this Agreement.
SECTION 9. AMENDMENT, TERMINATION AND CANCELLATION
(a) Plan. The Board may amend, alter, or terminate the
Plan, prospectively or retroactively, but no amendment, alteration or
termination shall impair the rights of any Participant under an Option
theretofore granted without the Participant's consent.
(b) Options. The Committee may amend the terms of any
Option, prospectively or retroactively, but no such amendment shall impair the
rights of any Participant thereunder without the Participant's consent.
(c) Cancellation. Notwithstanding any other provision of
this Plan, the Committee may elect at any time before or upon receipt of notice
of exercise of an Option to cancel all or any portion of any Option by
delivering to the Participant Shares having a Fair Market Value equal to (i) the
excess of the Fair Market Value of one Share on the effective date of such
cancellation over the Exercise Price per Share of the Option, times (ii) the
number of Shares as to which the Option is being cancelled.
SECTION 10. UNFUNDED STATUS OF PLAN
It is presently intended that the Plan constitute an
"unfunded" plan for incentive and deferred compensation. The Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Shares or make payments; provided, however,
that unless the Committee otherwise determines, the existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.
SECTION 11. GENERAL PROVISIONS
(a) Options and Certificates. (i) Shares issuable upon
the exercise of an Option (each, a "Plan Share") shall be evidenced in such
manner as the Committee may deem appropriate, including book-entry registration
or issuance of one or more share certificates. Any certificate issued in respect
of Plan Shares shall be registered in the name of such Participant and shall
bear appropriate legends referring to the terms, conditions, and restrictions
applicable to such Option, substantially in the following form (to be revised as
applicable):
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or
under the securities laws of any state, and may not be sold or
otherwise disposed of except pursuant to an effective
registration statement under said Act and applicable state
securities laws or an applicable exemption to the registration
requirements of such Act and laws."
Such Plan Shares may bear other legends to the extent the Committee determines
it to be necessary or appropriate, including any required pursuant to any
applicable Option Agreement.
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If and when all restrictions expire without a prior forfeiture of the Plan
Shares theretofore subject to such restrictions, new certificates for such
shares shall be delivered to the Participant without the first legend listed
above.
(i) The Committee may require that any certificates
evidencing Plan Shares be held in custody by the Company until the restrictions
thereon shall have lapsed and that the Participant deliver a share power,
endorsed in blank, relating to the Plan Shares.
(b) Representations and Warranties. The Committee may
require each Person purchasing or receiving Plan Shares to (i) represent to and
agree with the Company in writing that such Person is acquiring the shares
without a view to the distribution thereof and (ii) make any other
representations and warranties, reasonable under the circumstances, that the
Committee deems appropriate.
(c) Additional Compensation. Nothing contained in the
Plan shall prevent the Company or any of its Affiliates from adopting other or
additional compensation arrangements for its employees.
(d) No Right of Employment/Service. Adoption of the Plan
or grant of any Option shall not confer upon any individual eligible for grants
of Options any right to continued Employment/Service, nor shall it interfere in
any way with the right of the Company or any of its Affiliates thereof to
terminate the Employment/Service of any such individual at any time.
(e) Withholding Taxes. No later than the date as of which
an amount first becomes includible in the gross income of a Participant for
federal income tax purposes with respect to any Option under the Plan, such
Participant shall pay to the Company or, if appropriate, any of its Affiliates,
or make arrangements satisfactory to the Committee regarding the payment of any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. The obligations of the Company under the
Plan shall be conditional on such payment or arrangements, and the Company and
its Affiliates shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the Participant. The Committee
may establish such procedures as it deems appropriate, including making
irrevocable elections, for the settlement of required minimum withholding
obligations with Shares.
(f) Governing Law. Except to the extent that provisions
of the Plan are governed by applicable provisions of the Code or other
substantive provisions of Federal law, the Plan and all Options made and actions
taken thereunder shall be governed by and construed and enforced in accordance
with the laws of the State of South Carolina without regard to the principles of
conflicts of law thereof.
(g) Compliance with Laws. If any law or any regulation of
any commission or agency having jurisdiction shall require the Company or a
Participant seeking to exercise Options to take any action with respect to the
Plan Shares to be issued upon the exercise of Options, then the date upon which
the Company shall issue or cause to be issued the certificate or certificates
for the Plan Shares shall be postponed until full compliance has been made with
all such
9
requirements of law or regulation; provided, that the Company shall use its
reasonable efforts to take all necessary action to comply with such requirements
of law or regulation. Moreover, in the event that the Company shall determine
that, in compliance with the Securities Act or other applicable statutes or
regulations, it is necessary to register any of the Plan Shares with respect to
which an exercise of an Option has been made, or to qualify any such Plan Shares
for exemption from any of the requirements of the Securities Act or any other
applicable statute or regulation, no Option may be exercised and no Plan Shares
shall be issued to the exercising Participant until the required action has been
completed; provided, that the Company shall use its reasonable efforts to take
all necessary action to comply with such requirements of law or regulation.
Notwithstanding anything to the contrary contained herein, neither the Board nor
the members of the Committee owes a fiduciary duty to any Participant in his or
her capacity as such.
(h) Notices. All Exercise Notices, notices, requests,
demands or other communications required by or otherwise with respect to the
Plan shall be in writing and shall be deemed to have been duly given to any
party when delivered by hand, by messenger, or by a nationally recognized
overnight delivery company, when delivered by facsimile, or when delivered by
first-class mail, postage prepaid and return receipt requested, in each case to
the applicable addresses set forth below:
If to the Participant:
To the address shown on the Stock Option Agreement.
If to the Company:
Blackbaud, Inc.
2000 Daniel Island Drive
Charleston, South Carolina 29492-7541
Attention: General Counsel
Facsimile: (843) 216-6100
(or to such other address as the party in question shall from time to time
designate by written notice to the other parties). Notices sent by registered or
certified mail in accordance with this Section shall be deemed delivered as of
the date posted in the United States mail.
SECTION 12. EFFECTIVE DATE OF PLAN
The Plan shall be effective as of March 1, 2000.
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