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EXHIBIT 10.29
ACE*COMM CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN FOR DIRECTORS
(as amended as of 1999--corrected copy)
1. Purpose
The purpose of this Amended and Restated Stock Option Plan for Directors
is to advance the interests of ACE*COMM Corporation by enhancing its ability to
attract, retain and motivate members of its Board of Directors who are not
employees of the company or any of its subsidiaries by providing for the grant
of nonqualified stock options to such members.
2. Definitions
For the purposes of this Plan, the following terms shall have the
meanings ascribed to them below:
2.1 "Board of Directors" or "Board" shall mean the Board of Directors
of the Company.
2.2 "Fair Market Value" of a share of Stock of the Company for any
purpose on a particular date shall be determined in a manner such as the
Committee shall in good faith determine to be appropriate; provided, however,
that if the Common Stock is publicly traded, then Fair Market Value shall mean
the last reported sale price per share of Common Stock, regular way, or, in case
no such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on a national securities exchange or included for quotation on the
Nasdaq-National Market, or if the Common Stock is not so listed or admitted to
trading or included for quotation, the last quoted price, or if the Common Stock
is not so quoted, the average of the high bid and low asked prices, regular way,
in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or, if such system is no
longer in use, the principal other automated quotations system that may then be
in use or, if the Common Stock is not quoted by any such organization, the
average of the closing bid and asked prices, regular way, as furnished by a
professional market maker making a market in the Common Stock as selected in
good faith by the Committee or by such other source or sources as shall be
selected in good faith by the Committee; and provided further, that in the case
of ISOs, the determination of Fair Market Value shall be made by the Committee
in good faith in conformance with the Treasury Regulations under Section 422 of
the Code. If, as the case may be, the relevant date is not a trading day, the
determination shall be made as of the next preceding trading day. As used
herein, the term "trading day" shall mean a day on which public trading of
securities occurs and is reported in the principal consolidated reporting system
referred to above, or if the Common Stock is not listed or admitted to trading
on a national securities exchange or included for quotation on the
Nasdaq-National Market, any day other than a Saturday, a Sunday or a day in
which banking institutions in the State of New York are closed.
2.3 "Company" shall mean ACE*COMM Corporation, a Maryland corporation.
2.4 "Common Stock" shall mean shares of the Company's common stock
having a par value of $.01 per share, subject to adjustment pursuant to Section
9.
2.5 "Option" shall mean any option granted under this Plan.
2.6 "Option Agreement" shall mean the agreement executed by the
Company and an Optionee pursuant to Section 5.5 of this Plan.
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2.7 "Option Price" shall mean the purchase price per share of Common
Stock subject to an Option.
2.8 "Optionee" shall mean any person to whom an Option has been
granted under this Plan.
2.9 "Plan" shall mean this Amended and Restated Stock Option Plan for
Directors, as amended from time to time.
2.10 "Subsidiary" shall mean a corporation in which the Company owns,
directly or indirectly, shares of stock representing 50% or more of the
outstanding voting power of all classes of stock of such corporation, at the
time of the granting of an Option under this Plan.
2.11 "Change in Control" shall mean (i) any sale, exchange or other
disposition of substantially all of the Company's assets; or (ii) any merger,
share exchange, consolidation or other reorganization or business combination in
which the Company is not the surviving or continuing corporation, or in which
the Corporation's stockholders become entitled to receive cash or securities of
another issuer in exchange for their stock of the Company.
3. Participation
Each member of the Board of the Company who (i) is not an employee of
either the Company or any of its Subsidiaries (a "Non-Employee Director") and
(ii) is designated to participate under the Plan by the Chairman of the Board of
the Company, shall receive Options from time to time in accordance with Section
5 below.
4. Shares Subject to Plan
The stock subject to Options granted under this Plan shall be shares of
the authorized but unissued shares of Common Stock. The aggregate number of
shares of Common Stock which may be issued under the Plan pursuant to the
exercise of Options may not exceed 200,000 shares, subject to adjustment as
provided in Section 9. In the event that any outstanding Options expire or
terminate for any reason, without having been exercised in full, the shares of
Common Stock allocable to such unexercised portion shall become available for
issuance under other Options under this Plan.
5. Stock Option Grants
5.1 Option Shares and Date of Grant. The Company shall grant to each
Non-Employee Director:
(1) in the case of a Non-Employee Director who is elected (or
re-elected) by the stockholders or appointed by the Board to serve as a Director
on or after August 1, 1996 and prior to July 1, 1997, an Option to purchase
4,500 shares of Common Stock, multiplied by the number of years for which such
Director has then been elected or appointed to serve, which Option shall be
granted as of the date on which such Non Employee Director has then been
elected, reelected or appointed, as the case may be; and
(2) in the case of a Non-Employee Director who is elected (or
re-elected) by the stockholders or appointed by the Board to serve as a Director
on or after July 1, 1997, an Option to purchase 3,000 shares of Common Stock,
multiplied by the number of years for which such Director has then been elected
or appointed to serve, which Option shall be granted as of the date on which
such Director has been elected, reelected or appointed, as the case may be; and
(3) in the case of each Non-Employee Director who was a Director as of
immediately after the 1999 Annual Meeting of Stockholders, a one-time option
grant (the "1999 Option Grant") in the form
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of an Option to purchase 10,000 shares of Common Stock, which Option shall be
granted as of the date of such annual meeting.
For the purposes of this Section 5.1, the number of years in a Director's
term of office shall be rounded to the nearest whole number of years.
5.2 Option Price. The Option Price shall be equal to the fair market
value per share of the Common Stock on the date of grant of the Option.
5.3 Vesting. Each Option shall be and become exercisable in equal
installments of 4,500 shares of Common Stock (or 3,000 shares in the case of
Options granted on or after July 1, 1997 or one third of the shares granted in
the case of the 1999 Option Grant) upon each successive anniversary of the date
on which such Option was granted (the "Vesting Date"), provided that: (i) the
Optionee still serves as a Director on such Vesting Date; or (ii) in the event
of the expiration or termination of the Optionee's term of office (other than by
reason of his or her removal for cause) within 45 days prior to such Vesting
Date, such Optionee has served as a Director for at least twelve consecutive
months as of the date of the expiration or termination of his or her term of
office. All or any part of an exercisable, but unexercised, installment shall be
exercisable at any time thereafter, except to the extent the Option has
terminated or expired.
5.4 Expiration. Each Option shall expire and terminate, to the extent
not then exercised, upon the earliest of:
(1) the expiration of five years following the date of grant of
such Option; or
(2) the expiration of six months following the Optionee's
death, resignation, or removal as a Director for any reason other than for
cause; or
(3) the removal of the Optionee as a Director for cause.
5.5 Option Agreement. Promptly after the grant of an Option, the
Company and the Optionee shall execute an Option Agreement which incorporates
the terms of this Plan and specifies: (i) the Option Price; (ii) the number of
shares of Common Stock covered by the Option; and (iii) the other terms and
conditions of the Option and its exercise consistent with the terms of this
Plan.
6. Manner of Exercise
6.1 Manner. To exercise an Option in whole or in part, the Optionee
shall give written notice of exercise to the Secretary of the Company, which
notice shall specify the number of shares as to which the Option is being
exercised, accompanied by payment in full of the Option Price for such shares in
cash. Not less than 500 shares may be purchased at any one time unless the
number purchased is the total number purchasable under the Option.
6.2 Preconditions to Exercise. An Option may not be exercised unless
and until the Company has effected or obtained compliance with all laws and
regulations applicable to the issuance of shares under the Option, including
without limitation, federal and state tax and securities laws, to the Company's
satisfaction.
7. No Rights of Stockholder
No Optionee shall have any of the rights of a stockholder with respect to
the shares covered by his or her Option until such shares have been issued to
him or her upon the due exercise of the Option.
8. Non-Transferability of Options
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No Option shall be transferable otherwise than by will or the laws of
descent and distribution.
9. Stock Adjustment
9.1 Adjustments. In the event of a stock split, stock dividend,
reclassification, reorganization, or other capital adjustment of shares of
Common Stock of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the Option Price per share for each such Option,
shall be proportionately adjusted without any change in the aggregate Option
Price.
9.2 Merger, Consolidation, Liquidation, or Dissolution. In the event
of any proposed Change in Control, the Company shall take such action as it
deems appropriate and equitable to effectuate the purposes of this Plan and to
protect the grantees of Options, which action may include, but without
limitation, any one or more of the following: (i) acceleration or change of the
exercise dates of any Option; (ii) arrangements with grantees for the payment of
appropriate consideration to them for the cancellation and surrender of any
Option; and (iii) in any case where equity securities other than Common Stock of
the Company are proposed to be delivered in exchange for or with respect to
Common Stock of the Company, arrangements providing that any Option shall become
one or more Options with respect to such other equity securities.
In the event the Company dissolves and liquidates (other than pursuant to
a plan of merger or reorganization), then notwithstanding any restrictions on
exercise set forth in this Plan or any Option: (i) each holder shall have the
right to exercise his Option, at any time up to ten (10) days prior to the
effective date of such liquidation and dissolution; and (ii) the Company may
make arrangements with the holders for the payment of appropriate consideration
to them for the cancellation and surrender of any Option that is so canceled or
surrendered at any time up to ten (10) days prior to the effective date of such
liquidation and dissolution. The Company may establish a different period (and
different conditions) for such exercise, delivery, cancellation, or surrender to
avoid subjecting the holder to liability under Section 16(b) of the Exchange
Act. Any Option not so exercised, canceled, or surrendered shall terminate on
the last day for exercise prior to such effective date.
9.3 Limitation on Rights of Optionee. Except as expressly provided in
Section 9.1 or 9.2 hereof, an Optionee shall have no rights by reason of the
issuance of (i) shares of Common Stock of the Company pursuant to this Plan,
(ii) shares of preferred stock or Common Stock, (iii) any other security
convertible into Common Stock, (iv) or any other equity security, including
issuance pursuant to a plan of merger, consolidation, or statutory share
exchange, and no adjustment by reason thereof shall be made with respect to the
number of shares of Common Stock subject to an Option or the Option Price.
9.4 Rights of Company. The grant of an Option pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassification, reorganizations or changes in its capital or
business structure or to participate in a merger, consolidation, or share
exchange with another corporation, or to dissolve, liquidate or sell or transfer
all or any part of its business or assets.
10. Term of Plan
Options may be granted pursuant to the Plan from time to time until July
1, 2000.
11. Amendment of the Plan
The Board may amend, revise, suspend or discontinue the Plan, from time
to time, provided that no amendments may be made within six months of the last
date the Plan was amended by the Board, except as required to comply with ERISA
or the Internal Revenue Code, and no amendment may be made without approval of
the stockholders, unless such approval is not required to comply with Rule 16b-3
of the Securities Exchange Commission, or any successor provision.
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12. Withholding Taxes
The Company shall have the right to deduct from any compensation or any
other payment of any kind due Optionee the amount of any federal, state or local
taxes required by law to be withheld as the result of the exercise of an Option.
In lieu of such deduction, the Company may require the Optionee to make a cash
payment to the Company equal to the amount required to be withheld. In the event
the Optionee does not make such payment when requested, the Company may refuse
to issue any stock certificate pursuant to the exercise of any Option until
arrangements satisfactory to the Company for such payment have been made.
13. Miscellaneous
13.1 Gender. As used herein the masculine gender shall include the
feminine as the identity of an Optionee may require.
13.2 Governing Law. This Plan shall be governed by and construed in
accordance with the internal substantive laws of the State of Maryland, without
regard to its conflict of laws rules or principles.
13.3 Headings. The headings in this Plan are for reference purposes
only and shall not affect the meaning or interpretation of the Plan.
13.4 Notices. All notices and other communications made or given
pursuant to the Plan shall be in writing and shall be sufficiently made or given
if hand delivered or mailed by certified mail, addressed to the Optionee at the
address contained in the records of the Company, or to the Company at the
principal office of the Company.
AMENDED AS OF SEPTEMBER 21, 1999
