<PAGE>
Exhibit 4.8
EDGEWATER TECHNOLOGY, INC.
2000 EMPLOYEE STOCK OPTION PLAN
SECTION 1. PURPOSE. The Plan authorizes the Committee to provide to certain
Employees and Consultants of the Corporation and its Subsidiaries, who are in a
position to contribute materially to the long-term success of the Corporation,
with grants of restricted stock and options to acquire common stock, par value
$.01 per share, of the Corporation in accordance with the terms specified
herein. The Corporation believes that this incentive program will cause those
persons to increase their interest in the Corporation's welfare, and aid in
attracting and retaining Employees and Consultants of outstanding ability.
SECTION 2. DEFINITIONS. Unless the context clearly indicates otherwise, the
following terms, when used in this Plan, shall have the meanings set forth in
this Section:
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Cause" shall mean, except to the extent specified otherwise by the
Committee, a finding of the Committee that the Grantee (i) has breached his
or her employment or service contract with the Corporation or its
Subsidiaries, (ii) has engaged in disloyalty to the Corporation or its
Subsidiaries, including, without limitation, fraud, embezzlement, theft,
commission of a felony or proven dishonesty in the course of his or her
employment or service, (iii) has disclosed trade secrets or confidential
information of the Corporation or its Subsidiaries to persons not entitled
to receive such information, (iv) has breached any noncompetition or
nonsolicitation agreement between the Corporation or its Subsidiaries and
the Grantee, or (v) has engaged in such other behavior detrimental to the
interests of the Corporation or its Subsidiaries as the Committee
determines.
(c) A "Change in Control" shall be deemed to have occurred if:
(i) any person, other than the Corporation or an employee
benefit plan of the Corporation, acquires, directly or indirectly, the
beneficial ownership of any voting security of the Corporation and
immediately after such acquisition such person is, directly or
indirectly, the beneficial owner of voting securities representing 50% or
more of the total voting power of the then-outstanding voting securities
of the Corporation;
(ii) the individuals (A) who, as of the adoption of this
Plan, constitute the Board (the "Original Directors") or (B) who
thereafter are elected to the Board and whose election, or nomination for
election, to the Board was approved by a vote of at least two-thirds
(2/3) of the Original Directors then still in office (such directors
becoming "Additional Original Directors" immediately following their
election) or (C) who are elected to the Board and whose election, or
nomination
1.
<PAGE>
for election, to the Board was approved by a vote of at least two-thirds
(2/3) of the Original Directors and Additional Original Directors then
still in office (such directors also becoming "Additional Original
Directors" immediately following their election), cease for any reason to
constitute a majority of the members of the Board;
(iii) the stockholders of the Corporation shall approve a merger,
consolidation, recapitalization, or reorganization of the Corporation, a
reverse stock split of outstanding voting securities, or consummation of
any such transaction if stockholder approval is not sought or obtained,
other than any such transaction which would result in at least 75% of the
total voting power represented by the voting securities of the surviving
entity outstanding immediately after such transaction being beneficially
owned by at least 75% of the holders of outstanding voting securities of
the Corporation immediately prior to the transaction, with the voting
power of each such continuing holder relative to other such continuing
holders not substantially altered in the transaction; or
(iv) the stockholders of the Corporation shall approve a plan of
complete liquidation of the Corporation.
(v) the Corporation or any of its Subsidiaries enter into an
agreement for the sale or disposition of 50% or more of the stock or
assets of Edgewater Technology (Delaware), Inc.
(d) "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.
(e) "Committee" shall mean the Board, or any committee of two or more
Directors that may be designated by the Board to administer the Plan. The
Committee may be comprised of "non-employee directors" within the meaning
of Rule 16b-3 under the Exchange Act.
(f) "Consultant" shall mean (i) any person who is engaged to perform bona
fide services for the Corporation or its Subsidiaries, other than as an
Employee or director, where the services are not in connection with the
offer and sale of securities in a capital-raising transaction and the
consultant does not directly or indirectly promote or maintain a market for
the Corporation's securities, or (ii) any person who has agreed to become a
consultant within the meaning of clause (i).
(g) "Corporation" shall mean Edgewater Technology, Inc., a Delaware
corporation.
(h) "Director" shall mean any member of the Board.
(i) "Employee" shall mean (i) any employee of the Corporation or its
Subsidiaries, or (ii) any person who has agreed to become an employee
within the meaning of clause (i); excluding, however, any employee who is
also an officer or
2.
<PAGE>
director of the Corporation. For purposes of this Section 2(i), an officer
shall be any employee of the Corporation who holds the title of Vice
President or greater, or any other individual who the Board designates as
an officer of the Corporation.
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934 as it
may be amended from time to time.
(k) "Fair Market Value" of the Stock on a given date shall be based upon:
(i) if the Stock is listed on a national securities exchange or quoted in
an interdealer quotation system, the last sales price or, if unavailable,
the average of the closing bid and asked prices per share of the Stock on
such date (or, if there was no trading or quotation in the Stock on such
date, on the next preceding date on which there was trading or quotation)
as provided by one of such organizations; or (ii) if the Stock is not
listed on a national securities exchange or quoted in an interdealer
quotation system, as determined by the Committee in good faith in its sole
discretion.
(l) "Grant" shall mean a grant of an Option pursuant to Section 6 or
Restricted Stock pursuant to Section 9.
(m) "Grantee" shall mean a person granted an Option or Restricted Stock
under the Plan.
(n) "1933 Act" shall mean the Securities Act of 1933, as amended.
(o) "Option" shall mean an option granted pursuant to Section 6 of the
Plan to purchase shares of Stock that is not an incentive stock option as
described in Code Section 422.
(p) "Plan" shall mean this Edgewater Technology, Inc. 2000 Employee Stock
Option Plan as set forth herein and as amended from time to time.
(q) "Restricted Stock" shall mean restricted stock granted pursuant to
Section 9 of the Plan.
(r) "Stock" shall mean shares of the common stock par value $.01 per
share of the Corporation.
(s) "Stock Option Agreement" shall mean a written agreement between the
Corporation and the Grantee, or a certificate accepted by the Grantee,
evidencing the grant of an Option hereunder and containing such terms and
conditions, not inconsistent with the Plan, as the Committee shall approve.
(t) "Subsidiary" shall mean (i) any company (whether a corporation,
partnership, joint venture or other entity) in which the Corporation owns,
directly or indirectly, a majority of the shares of capital stock or other
equity interest, or (ii) any entity which the Committee reasonably expects
to become a subsidiary within the meaning of clause (i).
3.
<PAGE>
SECTION 3. SHARES OF STOCK SUBJECT TO THE PLAN. Subject to adjustment as
described in Section 10, the total amount of Stock that may be subject to
Grants, determined immediately after the grant, shall not exceed four million
(4,000,000) shares Stock. For purposes of the foregoing limits, shares subject
to Grants shall not be deemed delivered if such grants are forfeited, expire or
otherwise terminate without delivery of shares to the Grantee. Any shares of
Stock delivered pursuant to a Grant may consist, in whole or in part, of
authorized and unissued shares or treasury shares.
SECTION 4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee. Subject to the express provisions of the Plan, the Committee shall
have the authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to the Plan, to determine the terms and provisions of
Stock Option Agreements and Restricted Stock grants thereunder and to make all
other determinations necessary or advisable for the administration of the Plan.
Any controversy or claim arising out of or related to this Plan or the grants
thereunder shall be determined unilaterally by, and at the sole discretion of,
the Committee. Any action of the Committee with respect to the Plan shall be
final, conclusive, and binding on all persons, including the Corporation,
Subsidiaries of the Corporation, Grantees and any person claiming any rights
under the Plan from or through any Grantee and stockholders. The express grant
of any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the
Committee. The Committee may delegate to officers or managers of the
Corporation or any Subsidiary the authority, subject to such terms as the
Committee shall determine, to perform administrative functions to the extent
permitted under Rule 16b-3, if applicable, and other applicable law.
SECTION 5. TYPES OF OPTIONS. Options granted under the Plan shall be options
to purchase shares of the Stock that are not incentive stock options as
described in Code Section 422.
SECTION 6. GRANT OF OPTIONS TO EMPLOYEES AND CONSULTANTS.
(a) Employees and Consultants of the Corporation and its Subsidiaries
shall be eligible to receive Options under the Plan.
(b) The exercise price per share of Stock subject to an Option shall be
determined by the Committee and specified in the Stock Option Agreement.
The exercise price may be equal to, greater than, or less than the Fair
Market Value of a share of Stock on the date the Option is granted.
(c) The term of each Option shall be determined by the Committee and
specified in a Stock Option Agreement, provided that no Option shall be
exercisable more than ten years from the date such Option is granted.
(d) The Committee shall determine and designate from time to time
Employees or Consultants who are to be granted Options, and shall specify
in the Stock Option Agreement the nature of each Option granted and the
number of shares of Stock subject to each such Option.
4.
<PAGE>
(e) The Committee shall determine whether any Option shall become
exercisable in one or more installments and specify the installment dates
in the Stock Option Agreement. The Committee may also specify in the Stock
Option Agreement such other provisions, not inconsistent with the terms of
this Plan, as it may deem desirable. The Committee shall determine the
extent to which Options shall become exercisable upon a Change in Control,
unless otherwise specified in the Stock Option Agreement.
(f) The Committee may, at any time, grant new or additional options to
any eligible Employee or Consultant who has previously received Options
under this Plan, or options under other plans, whether such prior Options
or other options are still outstanding, have been exercised previously in
whole or in part, or have been canceled. The exercise price of such new or
additional Options may be established by the Committee without regard to
such previously granted Options or other options.
(g) The Committee may provide that Options granted to persons who may be
non-exempt employees under the Fair Labor Standards Act of 1938, as
amended, shall have an exercise price not less than 85% of the Fair Market
Value of the Stock on the date of grant, and may not be exercisable for at
least six months after the date of grant (except that such Options may
become exercisable, as determined by the Committee, upon the Grantee's
death, disability or retirement, or upon a Change in Control or other
circumstances permitted by applicable regulations).
SECTION 7. EXERCISE OF OPTIONS.
(a) Unless otherwise determined by the Committee, in the event that a
Grantee is a "covered employee" as described in Code Section 162(m)(3), an
Option shall not be exercisable by such Grantee in any taxable year to the
extent that the exercise of such Option would cause the Grantee's total
compensation to exceed the limits for deductible compensation under Code
Section 162(m) for the taxable year. However, in no event may the Grantee
be prohibited from exercising the Option by reason of this Section 7(a)
later than nine years from the date such option is granted.
(b) Except as provided pursuant to Section 8, no Option shall be
exercised unless at the time of such exercise the Grantee is then: (A) an
Employee (determined with reference to Section 2(i)(i) only); or (B) a
Consultant (determined with reference to Section 2(f)(i) only) of the
Corporation or a Subsidiary (determined with reference to Section 2(t)(i)
only).
(c) A Grantee or other permitted holder shall exercise an Option by
delivery of written notice to the Corporation setting forth the number of
shares with respect to which the Option is to be exercised, together with
cash, certified check, bank draft, wire transfer, or postal or express
money order payable to the order of the Corporation for an amount equal to
the Option price of such shares and any income tax which may be required to
be withheld as determined by the Committee pursuant to Section 12. The
Committee may, in its sole discretion, permit a Grantee to pay all or a
portion of the
5.
<PAGE>
exercise price by delivery of Stock held by the Grantee longer than six
months or other property (including notes or other contractual obligations
of Grantees to make payment on a deferred basis to the extent permitted by
applicable law), or payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board.
(d) Notwithstanding the foregoing, an Option shall become exercisable in
accordance with such terms and conditions as may be determined by the
Committee and specified in the Stock Option Agreement.
SECTION 8. EXERCISE OF OPTIONS UPON TERMINATION.
(a) Unless otherwise determined by the Committee, upon termination of a
Grantee's employment with the Corporation and its Subsidiaries for any
reason other than Cause, death, disability or retirement, such Grantee may
exercise any Options during the three-month period following such
termination of employment, but only to the extent such Option was
exercisable immediately prior to such termination of employment.
(b) Unless otherwise determined by the Committee, upon termination of a
Grantee's employment with the Corporation and its Subsidiaries on account
of death or disability, such Grantee may exercise any Options during the
one year period following such termination of employment, but only to the
extent such Option was exercisable immediately prior to such termination of
employment.
(c) Unless otherwise determined by the Committee, upon termination of a
Grantee's employment with the Corporation and its Subsidiaries on account
of retirement after attainment of age 65, such Grantee may exercise any
Options in accordance with the original Option term following such
termination of employment, but only to the extent such Option was
exercisable immediately prior to such termination of employment.
(d) If the Committee determines that such termination is for Cause, all
Options held by the Grantee shall immediately terminate. In addition, all
Options granted on the basis of clause (ii) of Section 2(f), Section 2(i)
or Section 2(t) shall immediately terminate if the Committee determines, in
its sole discretion, that the Consultant, Employee, or Subsidiary, as the
case may be, will not become a Consultant, Employee or Subsidiary within
the meaning of clause (i) of such Sections.
(e) Unless otherwise determined by the Committee and specified in the
Stock Option Agreement, in no event shall any Option be exercisable for
more than the maximum number of shares that the Grantee was entitled to
purchase at the date of termination of the relationship with the
Corporation and its Subsidiaries. In no event shall any Option be
exercisable later than the date of expiration of the Option term.
(f) Subject to the provisions of Section 6(e), the sale of any Subsidiary
shall be treated as a termination of employment with respect to any Grantee
employed by such Subsidiary.
6.
<PAGE>
(g) Subject to the foregoing, in the event of death, Options may be
exercised by a Grantee's legal representative. Options transferred
pursuant to Section 13 may also be exercised by a permitted holder.
SECTION 9. RESTRICTED STOCK. The Committee may issue or transfer shares of
Stock to an Employee or Consultant under a Restricted Stock grant, upon such
terms as the Committee deems appropriate. The following provisions are
applicable to Restricted Stock grants:
(a) Shares of Stock issued or transferred pursuant to Restricted Stock
grants may be issued or transferred for consideration or for no
consideration, and subject to restrictions or no restrictions, as
determined by the Committee. The Committee may, but shall not be required
to, establish conditions under which restrictions on Restricted Stock
grants shall lapse over a period of time or according to such other
criteria as the Committee deems appropriate, including, without limitation,
restrictions based upon the achievement of specific performance goals. The
period of time during which the Restricted Stock grants will remain subject
to restrictions will be designated in the Grant as the "Restriction
Period."
(b) The Committee shall determine the number of shares of Stock to be
issued or transferred pursuant to a Restricted Stock grant and the
restrictions applicable to such shares.
(c) If the Grantee ceases to be employed by, or provide service to, the
Corporation and its Subsidiaries during a period designated in the
Restricted Stock grant as the Restriction Period, or if other specified
conditions are not met, the Restricted Stock grant shall terminate as to
all shares covered by the Grant as to which the restrictions have not
lapsed, and those shares of Stock must be immediately returned to the
Corporation. The Committee may, however, provide for complete or partial
exceptions to this requirement as it deems appropriate.
(d) During the Restriction Period, a Grantee may not sell, assign,
transfer, pledge or otherwise dispose of the shares of Restricted Stock.
Each certificate for a share of a Restricted Stock grant shall contain a
legend giving appropriate notice of the restrictions in the Grant. The
Grantee shall be entitled to have the legend removed from the stock
certificate covering the shares subject to restrictions when all
restrictions on such shares have lapsed. The Committee may determine that
the Corporation will not issue certificates for Restricted Stock grants
until all restrictions on such shares have lapsed, or that the Corporation
will retain possession of certificates for shares of Restricted Stock
grants until all restrictions on such shares have lapsed.
(e) Unless the Committee determines otherwise, during the Restriction
Period, the Grantee shall not have the right to vote shares subject to
Restricted Stock grants and shall not receive any dividends or other
distributions paid on such shares.
(f) All restrictions imposed on Restricted Stock grants shall lapse upon
the expiration of the applicable Restriction Period and the satisfaction of
all conditions
7.
<PAGE>
imposed by the Committee. The Committee may determine, as to any or all
Restricted Stock grants, that the restrictions shall lapse without regard
to any Restriction Period.
SECTION 10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event any
dividend or other distribution (whether in the form of cash, Stock, or other
property), recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event affects the Stock such that an adjustment
is appropriate in order to prevent dilution or enlargement of the rights of
Grantees under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of shares of Stock
deemed to be available thereafter for Grants, (ii) the number and kind of shares
of Stock that may be delivered or deliverable in respect of outstanding Grants,
and (iii) the exercise price. If deemed appropriate, the Committee may make
provision for a cash payment with respect to any conditions of, and the criteria
included in, Grants (including, without limitation, cash payments in exchange
for Grants or substitution of Grants using stock of a successor or other entity)
in recognition of unusual or nonrecurring events (including, without limitation,
events described in the preceding sentence) affecting the Corporation or any
Subsidiary or the financial statements of the Corporation or any Subsidiary, or
in response to changes in applicable laws, regulations, or accounting
principles.
SECTION 11. RESTRICTIONS ON ISSUING SHARES. The Corporation shall not be
obligated to deliver Stock upon the exercise or settlement of any Grant or take
other actions under the Plan until the Corporation shall have determined that
applicable federal and state laws, rules, and regulations have been complied
with and such approvals of any regulatory or governmental agency have been
obtained and contractual obligations to which the Grant may be subject have been
satisfied. The Corporation, in its discretion, may postpone the issuance or
delivery of Stock under any Grant until completion of such stock exchange
listing or registration or qualification of such Stock or other required action
under any federal or state law, rule, or regulation as the Corporation may
consider appropriate, and may require any Grantee to make such representations
and furnish such information as it may consider appropriate in connection with
the issuance or delivery of Stock under the Plan.
SECTION 12. TAX WITHHOLDING. To the extent required by applicable federal,
state, local or foreign law, a Grantee shall make arrangements satisfactory to
the Corporation for the satisfaction of any withholding tax obligations that
arise by reason of an Option exercise, vesting of Restricted Stock or any sale
of shares. The Corporation shall not be required to issue shares until such
obligations are satisfied. The Committee may permit these obligations to be
satisfied by having the Corporation withhold the minimum applicable amounts from
a portion of the shares of the stock that otherwise would be issued to the
Grantee, or to the extent permitted, by tendering shares previously acquired.
The Committee may also, upon the request of a Grantee desiring to exercise an
Option, direct the Corporation to lend the Grantee an amount necessary to pay
any federal and state income tax withholding requirements in connection with
such exercise.
SECTION 13. TRANSFERABILITY.
(a) Except as provided below, no Grant shall be subject to anticipation,
sale, assignment, pledge, encumbrance, charge or transfer except by will or
the laws of descent
8.
<PAGE>
and distribution, and an Option shall be exercisable during the Grantee's
lifetime only by the Grantee.
(b) Notwithstanding the foregoing, the Committee may provide, in a Stock
Option Agreement, that the Grantee may transfer Options to family members
or other persons or entities according to such terms as the Committee may
determine; provided that the Grantee receives no consideration for the
transfer of the Option and the transferred Option shall continue to be
subject to the same terms and conditions as were applicable to the Option
immediately before the transfer.
SECTION 14. NON-COMPETITION. If the Grantee breaches any non-competition
agreement in effect with the Corporation or its Subsidiaries, all of the
Grantee's outstanding Grants shall immediately terminate, and the Corporation
may require that the Grantee pay to the Corporation or its Subsidiaries (in
Stock or cash) an amount equal to any gain arising from the exercise of Options
or the lapse of restrictions on Restricted Stock during the forfeiture period.
The forfeiture period is the period beginning on the date that is six months
before the Grantee's termination of employment or service with the Corporation
and its Subsidiaries and ending upon the termination of such non-competition
agreement. In the case of an Option, the gain to be reimbursed is the amount by
which the Fair Market Value of the Stock on the date of the Committee's
determination (or the date of any earlier sale or other disposition of the Stock
covered by the Option, if greater) exceeds the exercise price of the Option. In
the case of a Restricted Stock grant, the gain to be reimbursed is the product
of (i) the Fair Market Value of the Stock, and (ii) the fraction of the
Restricted Stock grant in respect to which restrictions have lapsed, as of the
date of the Committee's determination (or the date of any earlier sale or other
disposition of the Stock subject to the Restricted Stock Grant, if greater).
SECTION 15. GENERAL PROVISIONS.
(a) Each Grant shall be evidenced by a Grant instrument. The terms and
provisions of such instruments may vary among Grantees and among different
Grants granted to the same Grantee.
(b) A Grant in any year shall not give the Grantee any right to similar
grants in future years, any right to continue such Grantee's employment
relationship with the Corporation or its Subsidiaries, or, until such
unrestricted share certificates are issued, any rights as a stockholder of
the Corporation. All Grantees shall remain subject to discharge to the
same extent as if the Plan were not in effect.
(c) No Grantee, and no beneficiary or other persons claiming under or
through the Grantee shall have any right, title or interest by reason of
any Grant to any particular assets of the Corporation or its Subsidiaries,
or any shares of Stock allocated or reserved for the purposes of the Plan
or subject to any Grant except as set forth herein. The Corporation shall
not be required to establish any fund or make any other segregation of
assets to assure the payment of any Grant.
9.
<PAGE>
(d) The issuance of shares of Stock to Grantees, their legal
representatives or other permitted holders shall be subject to any
applicable taxes and other laws or regulations of the United States or of
any state having jurisdiction thereof.
SECTION 16. AMENDMENT OR TERMINATION. The Board may, at any time, alter,
amend, suspend, discontinue or terminate this Plan; provided, however, that no
such action shall materially impair the rights of Grantees to Grants previously
granted hereunder and, provided further, however, that any shareholder approval
necessary or desirable in order to comply with other applicable law or
regulation shall be obtained in the manner required therein. The Committee may
waive any conditions or rights under, or amend, alter, suspend, discontinue, or
terminate, any Grant theretofore granted and any Agreement relating thereto;
provided, however, that, without the consent of an affected Grantee, no such
action may materially impair the rights of such Grantee under such Grant. Upon
termination of an Option the Committee may (i) require that Grantees surrender
their outstanding Options in exchange for a payment by the Corporation, in cash
or Stock as determined by the Committee, in an amount equal to the amount by
which the then Fair Market Value of the shares of Stock subject to the Grantee's
unexercised Options exceeds the exercise price of the Options, or (ii) after
giving Grantees an opportunity to exercise their outstanding Options, terminate
any or all unexercised at such time as the Committee deems appropriate.
SECTION 17. EFFECTIVE DATE OF PLAN. This Plan is effective upon its initial
adoption by the Board and shall continue in effect until terminated by the
Board.
- - - - - - - - - - - - - -
This Plan was approved by the Board on August 31, 2000.
10.
