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EXHIBIT 10.3
SCB COMPUTER TECHNOLOGY, INC.
AMENDMENT NO. 1 TO
1997 STOCK INCENTIVE PLAN
WHEREAS, SCB Computer Technology, Inc. (the "Corporation") adopted the
1997 Stock Incentive Plan (the "Plan") effective as of September 23, 1997,
retaining the right therein to amend the Plan;
WHEREAS, it has been determined that the Plan should be amended to
increase the number of shares of Common Stock that may be issued under the Plan;
and
WHEREAS, the Board of Directors and the shareholders of the Corporation
have approved such amendment.
NOW, THEREFORE, the Plan is hereby amended, effective as of November 3,
1998, by changing the first sentence of Section 3(a) to read as follows: "As of
the Effective Date, the aggregate number of shares of Common Stock that may be
issued under the Plan shall be 3,000,000 shares."
IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 1 to be
executed as of November 3, 1998.
SCB Computer Technology, Inc.
By: /s/ Gordon L. Bateman
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Gordon L. Bateman
Chief Administrative Officer
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SCB COMPUTER TECHNOLOGY, INC.
AMENDMENT NO. 2 TO
1997 STOCK INCENTIVE PLAN
WHEREAS, SCB Computer Technology, Inc. (the "Corporation") adopted the
1997 Stock Incentive Plan (the "Plan") effective as of September 23, 1997,
retaining the right therein to amend the Plan;
WHEREAS, it has been determined that the Plan should be amended to
increase the number of shares of Common Stock covered by Non-Qualified Stock
Options to be granted to Outside Directors; and
WHEREAS, the Board of Directors of the Corporation has approved such
amendment.
NOW, THEREFORE, the Plan is hereby amended, effective as of December
14, 1999, as follows:
1. Section 9(b) is amended by changing the phrase "purchase 10,000
shares of Common Stock" to read "purchase twenty thousand (20,000)
shares of Common Stock", and by adding the following as the last
sentence of the Section: "Current Outside Directors as of the
effective date of Amendment No. 2 shall be granted a Non-Qualified
Stock Option to purchase an additional twenty thousand (20,000)
shares of Common Stock."
2. Section 9(c) is amended by changing the phrase "purchase 5,000
shares of Common Stock" to read "purchase ten thousand (10,000)
shares of Common Stock" and by deleting the phrase ", provided
that such Outside Director has served as such for at least eleven
months as of the date of the Annual Meeting."
IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 2 to
be executed as of December 14, 1999.
SCB Computer Technology, Inc.
By: /s/ Gordon L. Bateman
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Gordon L. Bateman
Chief Administrative Officer
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SCB COMPUTER TECHNOLOGY, INC.
AMENDMENT NO. 3 TO
1997 STOCK INCENTIVE PLAN
WHEREAS, SCB Computer Technology, Inc. (the "Corporation") adopted the
1997 Stock Incentive Plan (the "Plan") effective as of September 23, 1997,
retaining the right therein to amend the Plan;
WHEREAS, it has been determined that the Plan should be amended to permit
the Committee to provide a post-termination exercise period for Non-Qualified
Stock Options granted to an optionee, who voluntarily terminates employment with
the Corporation and any Subsidiary or Affiliate, for up to the lesser of (A)
three years after the date of such termination of employment or (B) the balance
of such Non-Qualified Stock Option's otherwise applicable term; and
WHEREAS, the Board of Directors of the Corporation has approved such
amendment.
NOW, THEREFORE, the Plan is hereby amended, effective as of August 7,
2000, by deleting the last sentence of Section 5(j) and adding the following
language at the end of Section 5(j):
"If an optionee voluntarily terminates employment with the Corporation
and any Subsidiary or (except in the case of an Incentive Stock Option)
Affiliate (except for Disability, Normal or Early Retirement), then (i)
in the case of an Incentive Stock Option, the Committee at grant may
provide a post-termination exercise period for such Incentive Stock
Option of up to the lesser of (A) three months after the date of such
termination of employment or (B) the balance of such Incentive Stock
Option's otherwise applicable term, and (ii) in the case of a
Non-Qualified Stock Option, the Committee at grant or thereafter during
the term of such Non-Qualified Stock Option may provide a
post-termination exercise period for such Non-Qualified Stock Option of
up to the lesser of (A) three years after the date of such termination of
employment or (B) the balance of such Non-Qualified Stock Option's
otherwise applicable term. For the purpose of applying the prior
sentence, the extent to which any Stock Option is exercisable shall be
determined at the time of such termination of employment and shall not
thereafter increase, whether through the passage of time or otherwise,
and any Stock Option granted or amended shall be so construed, applied
and accepted as a condition of its grant or amendment, as applicable."
IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 3 to
be executed as of August 7, 2000.
SCB Computer Technology, Inc.
By: /s/ Gordon L. Bateman
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Gordon L. Bateman
Chief Administrative Officer
