AMENDED AND RESTATED CONVERA CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
Convera Corporation, f/k/a Excalibur Technologies Corporation, a
Delaware corporation, adopted this Convera 1996 Employee Stock Purchase Plan
(the "Plan") as of the Effective Date, and is amending the Plan as of the first
Option Period beginning after the date of shareholder approval of the Plan so
amended. The purposes of this Plan are as follows:
(1) To assist employees of the Company in acquiring a stock ownership
interest in the Company pursuant to a plan that is intended to qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as amended.
(2) To help employees provide for their future security and to
encourage them to remain in the employment of the Company.
1. Definitions
Whenever any of the following terms is used in the Plan with the first
letter or letters capitalized, it shall have the following meaning unless the
context clearly indicates to the contrary (such definitions to be equally
applicable to both the singular and plural forms of the terms defined):
(a) "Code" means the Internal Revenue Code of 1986, as amended.
(b) "Committee" means the committee appointed to administer the Plan
pursuant to paragraph 10.
(c) "Company" means Convera Corporation, a Delaware corporation.
(d) Date of Exercise" means the date as of which an Option is exercised
and the Stock subject to that Option is purchased. With respect to
any Option, the Dates of Exercise are the last day of each three-month
period ending January 31, April 30, July 31 and October 31 in which
Stock is traded in the over-the-counter market during the Option Period
over-the-counter market during the Option Period in which that Option
was granted.
(e) "Date of Grant" means the date as of which an Option is granted, as set
forth in paragraph 3(a).
(f) "Effective Date" means August 1, 1996.
(g) "Eligible Compensation" means total cash compensation received from
the Company as regular compensation during an Option Period. By way of
illustration, and not by way of limitation, Eligible Compensation
includes regular compensation such as salary, wages, overtime, bonuses,
commissions, and incentive compensation, but excludes relocation
expense relocation expense reimbursements, other reimbursements and
income realized as a result of participation in any stock option, stock
option, stock purchase, or similar plan of the Company.
(h) "Eligible Employee" means any employee of the Company (or any
subsidiary designated by the board of directors of the Company) (i) is
a full time employee or a part-time employee whose customary employment
is more than twelve hours per week and (ii) who does not, immediately
after the Option is granted, own (within the meaning of Code Sections
423(b)(3) and 424(d)) stock possessing five percent or more of the
total combined voting power or value of all classes of stock of the
Company.
(i) "Option" means an option granted under the Plan to an Eligible Employee
to purchase shares of Stock.
(j) "Option Period" means with respect to any Option the period beginning
upon the Date of Grant and ending on the July 31 or January 31
immediately following the Date of Grant, whichever is earlier, or
ending on such other date as the Committee shall determine. No Option
Period may exceed 5 years from the Date of Grant.
(k) "Option Price" with respect to any Option has the meaning set forth in
paragraph 4(b).
(l) "Participant" means an Eligible Employee who has complied with the
provisions of paragraph 3(b).
(m) "Periodic Deposit Account" means the account established and maintained
by the Company to which shall be credited pursuant to paragraph 3(c)
amounts received from Participants for the purchase of Stock under the
Plan.
(n) "Plan" means this Amended and Restated Convera Corporation 1996
Employee Stock Purchase Plan.
(o) "Plan Year" means the fiscal year of the Company which begins on
February 1.
(p) "Stock" means shares of common stock, par value $.01 per share, of the
Company.
(q) "Stock Purchase Account" means the account established and maintained
by the Company for each Participant at a securities brokerage firm
designated by the Company to which Stock purchased upon exercise of an
Option under the Plan shall be credited pursuant to paragraph 4(c).
(r) "Subsidiary" means any corporation other than the Company in
an unbroken chain of corporations beginning with the Company if at the
time of the granting of the Option each of the corporations other than
the last corporation, in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
2. Stock Subject to Plan
Subject to the provisions of paragraph 8 (relating to adjustment upon
changes in the Stock) the Stock which may be sold pursuant to Options granted
under the Plan shall not exceed in the aggregate 1,250,000 shares, and may be
newly issued shares or treasury shares or shares bought in the market or
otherwise for purposes of the Plan.
3. Grant of Options
(a) General Statement
The Company will grant Options to all Eligible Employees on February 1
and/or August 1 of each Plan Year or on such other date as the Committee shall
designate. The term of each Option shall end on the last day of the Option
Period with respect to which the Option is granted. With respect to each Option
Period each Eligible Employee shall be granted an Option on the Date of Grant
for the number of shares of Stock determined by dividing (i) $25,000 multiplied
by the number of (whole or part) calendar years in the Option Period by (ii) the
fair market value of a share of Stock on the Date of Grant for as many full and
fractional shares of Stock as the Eligible Employee may purchase with up to 10%
of the Compensation he or she receives during the Option Period (or during any
portion of the Option Period as the Eligible Employee may elect to participate).
(b) Election to Participate
Each Eligible Employee who elects to participate in the Plan shall
communicate to the Company in accordance with procedures established by the
Committee an election to participate in the Plan whereby the Eligible Employee
designates a stated whole percentage equaling at least 1% but no more than 10%
of his or her Eligible Compensation during the Option Period to be deposited
periodically in his or her Periodic Deposit Account under paragraph 3(c). The
cumulative amount deposited in the Periodic Deposit Account during a Plan Year
with respect to any Eligible Employee may not exceed the limitation stated in
paragraph 3(d). A Participant's election to participate in the Plan shall
continue in effect during the current and subsequent Option Periods until
changed pursuant to paragraph 3(c).
(c) Periodic Deposit Accounts
The Company shall maintain a Periodic Deposit Account for each
Participant and shall credit to that account in U.S. dollars all amounts
received under the Plan from the Participant. No interest will be paid to any
Participant or credited to his or her Periodic Deposit Account under the Plan
with respect to such funds. All amounts credited to a Participant's Periodic
Deposit Account shall be used to purchase Stock under paragraph 4(c) and no
portion of a Participant's Periodic Deposit Account shall be refunded to him or
her, subject to paragraph 5.
Credits to an Eligible Employee's Periodic Deposit Account shall be
made by payroll deduction or by other alternate payment arrangements in
accordance with rules and procedures established by the Committee. An Eligible
Employee may increase, decrease or eliminate the periodic credits to his or her
Periodic Deposit Account for future periods by filing a new election amount at
any time during an Option Period. The change shall become effective in
accordance with the Committee's rules and procedures as soon as practicable
after the Company receives the election but the change will not affect the
amounts deposited with respect to Eligible Compensation sooner than the Eligible
Compensation payable with respect to the next pay period after the Company
receives the authorization.
(d) $25,000 Limitation
No Eligible Employee shall be permitted to purchase Stock under the
Plan or under any other employee stock purchase plan of the Company or of any
Subsidiary which is intended to qualify under Code Section 423, at a rate which
exceeds $25,000 in fair market value of Stock (determined at the time the Option
is granted) for each calendar year in which any such Option granted to such
Participant is outstanding at any time.
4. Exercise of Options
(a) General Statement
On each Date of Exercise the entire Periodic Deposit Account of each
Participant shall be used to purchase at the Option Price whole shares of Stock
subject to the Option. No fractional shares shall be issued. Each Participant
automatically and without any act on his or her part will be deemed to have
exercised his or her Option on each such Date of Exercise to the extent that the
amounts then credited to the Participant's Periodic Deposit Account under the
Plan are used to purchase Stock. Any funds not used to purchase Stock shall be
carried over to purchase Stock in future periods.
(b) Option Price Defined
Starting with the first Option Period after the date of shareholder
approval of the Plan, the Option Price per share of Stock to be paid by each
Participant on each exercise of his or her Option shall be an amount in U.S.
dollars equal to the lesser of (i) 85% of the fair market value of a share of
Stock as of the applicable Date of Exercise or (ii) 85% of the fair market value
of a share of Stock as of the Date of Grant. The fair market value of a share of
Stock as of an applicable Date of Exercise or Date of Grant shall be the closing
sale price of a share of Stock traded in the over-the-counter market on such
date.
(c) Stock Purchase Accounts; Stock Certificates
The Company shall maintain a Stock Purchase Account for each
Participant at a securities brokerage firm designated by the Company to reflect
the Stock purchased under the Plan by the Participant. Upon exercise of an
Option by a Participant pursuant to paragraph 4(a), the Company shall credit to
the Participant's Stock Purchase Account the whole or fractional shares of Stock
purchased at that time.
Except as provided in paragraph 5, certificates with respect to Stock
credited to a Participant's Stock Purchase Account shall be issued only on
request by the Participant for a distribution of whole shares or when necessary
to comply with the transaction requirements outside the United States. Upon
issuance of such a Stock certificate to a Participant, the Participant's Stock
Purchase Account shall be adjusted to reflect the number of shares of Stock
distributed to the Participant.
5. Rights on Retirement, Death, Termination of Employment
If a Participant retires, dies, or otherwise terminates employment,
then to the extent practicable, no further amounts shall be credited to the
Participant's Periodic Deposit Account from any pay due and owing with respect
to the Participant after such retirement, death, or other termination of
employment. All amounts credited to such a Participant's Periodic Deposit
Account shall be used on the next Date of Exercise in that Option Period to
purchase whole shares of Stock under paragraph 4. Such a Participant's Stock
Purchase Account shall be terminated, and stock certificates with respect to
whole shares of Stock and cash with respect to fractional shares of Stock shall
be distributed as soon as practicable after such Date of Exercise.
Notwithstanding anything in this Plan to the contrary and except to the
extent permitted under Code Section 423(a), a Participant's Option shall not be
exercisable more than three months after the Participant retires or otherwise
ceases to be employed by the Company.
6. Restriction Upon Assignment
An Option granted under the Plan shall not be transferable otherwise
than by will or the laws of descent and distribution, and is exercisable during
the Participant's lifetime only by the Participant. The Company will not
recognize and shall be under no duty to recognize any assignment or purported
assignment by a Participant, other than by will or the laws of descent and
distribution, of the Participant's interest in the Plan or of his or her Option
or of any rights under his or her Option.
7. No Rights of Stockholder Until Exercise of Option
A Participant shall not be deemed to be a stockholder of the Company,
nor have any rights or privileges of a stockholder, with respect to the number
of shares of Stock subject to an Option. A Participant shall have the rights and
privileges of a stockholder of the Company when, but not until, the
Participant's Option is exercised pursuant to paragraph 4(a) and the Stock
purchased by the Participant at that time has been credited to the Participant's
Stock Purchase Account.
8. Changes in the Stock; Adjustments of an Option
If, while any Options are outstanding, the outstanding shares of Stock
have increased, decreased, changed into, or been exchanged for a different
number or kind of shares or securities of the Company, or there has been any
other change in the capitalization of the Company, through reorganization,
merger, recapitalization, reclassification, stock split, reverse stock split,
spinoff or similar transaction, appropriate and proportionate adjustments may be
made by the Committee in the number and/or kind of shares which are subject to
purchase under outstanding Options and to the Option Price or prices applicable
to such outstanding Options, including, if the Committee deems appropriate, the
substitution of similar options to purchase shares of another company (with such
other company's consent). In addition, in any such event, the number and/or kind
of shares which may be offered in the Options shall also be proportionately
adjusted. No adjustments to outstanding Options shall be made for dividends paid
in the form of stock.
9. Use of Funds; Repurchase of Stock
All funds received or held by the Company under the Plan will be
included in the general funds of the Company free of any trust or other
restriction and may be used for any corporate purpose. The Company shall not be
required to repurchase from any Eligible Employee shares of Stock which such
Eligible Employee acquires under the Plan.
10. Administration by Committee
(a) Appointment of Committee
The board of directors of the Company, or its delegate, shall appoint a
Committee, which shall be composed of one or more members, to administer the
Plan on behalf of the Company. Each member of the Committee shall serve for a
term commencing on the date specified by the board of directors of the Company,
or its delegate, and continuing until he or she dies or resigns or is removed
from office by such board of directors, or its delegate.
(b) Duties and Powers of Committee
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to:
(1) determine when the initial and subsequent Option Periods will
commence;
(2) interpret the Plan and the Options;
(3) adopt such rules for the administration, interpretation, and
application of the Plan as are consistent with the Plan and
Code Section 423; and
(4) interpret, amend, or revoke any such rules.
In its absolute discretion, the board of the directors of the Company
may at any time and from time to time exercise any and all rights and duties of
the Committee under the Plan. The Committee may delegate any of its
responsibilities under the Plan by designating in writing other persons to carry
out any or all of such responsibilities.
(c) Majority Rule
The Committee shall act by a majority of its members in office. The
Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.
(d) Compensation; Professional Assistance; Good Faith Actions
Each member of the Committee who is an employee of the Company or a
Subsidiary shall receive no additional compensation for his or her services
under the Plan. Each Committee member who is not an employee of the Company or a
Subsidiary shall receive such compensation for his or her services under the
Plan as may be determined by the board of directors of the Company, or its
delegate. All expenses and liabilities incurred by members of the Committee in
connection with the administration of the Plan shall be borne by the Company.
The Committee may employ attorneys, consultants, accountants, appraisers,
brokers or other persons. The Committee, the Company, and its officers and
directors shall be entitled to rely upon the advice, opinions, or valuations of
any such persons. All actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and binding upon all
Participants, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Options, and
all members of the Committee shall be fully protected by the Company in respect
to any such action, determination or interpretation.
11. No Rights as an Employee
Nothing in the Plan nor any Option shall be construed to give any
person (including any Eligible Employee or Participant) the right to remain in
the employ of the Company or to affect the right of the Company to terminate the
employment of any person (including any Eligible Employee or Participant) at any
time with or without cause, to the extent otherwise permitted under law.
12. Term of Plan
No Option may be granted during any period of suspension of the Plan or
after termination of the Plan, and in no event may any Option be granted under
the Plan after ten years from the commencement of the initial Option Period.
13. Amendment of the Plan
The board of directors of the Company, or its delegate, may amend,
suspend, or terminate the Plan at any time; provided that approval by the vote
of the holders of more than 50% of the outstanding shares of the stock entitled
to vote shall be required to amend the Plan to reduce the Exercise Price or
increase the number of shares of Stock reserved for the Options under the Plan.
14. Effect Upon Other Plans
The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company, except to the extent required by law.
Nothing in this Plan shall be construed to limit the right of the Company (a) to
establish any other forms of incentives or compensation for employees of the
Company or (b) to grant or assume options otherwise than under this Plan in
connection with any proper corporate purpose, including, but not by way of
limitation, the grant or assumption of options in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
15. Notices
Any notice to be given under the terms of the Plan to the Company shall
be addressed to the Company in care of the Committee and any notice to be given
to the Eligible Employee shall be addressed to the Eligible Employee at his or
her last address as reflected in the Company's records. By a notice given
pursuant to this paragraph, either party may hereafter designate a different
address for notices to be given to it or the Eligible Employee. Any notice which
is required to be given to an Eligible Employee shall, if the Eligible Employee
is then deceased, be given to the Eligible Employee's personal representative if
such representative has previously informed the Company of his or her status and
address by written notice under this paragraph. Any notice shall have been
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office,
branch post office, or other depository regularly maintained by the United
States Postal Services.
16. Titles
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of the Plan.