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EXHIBIT 99.4
1997 LINKSOFT TECHNOLOGIES, INC. INCENTIVE STOCK PLAN
1. PURPOSE
The purpose of the 1997 LinkSoft Technologies, Inc. Incentive Stock Plan
is to motivate and reward superior performance on the part of employees of the
Company and its subsidiaries and to thereby attract and retain employees of
superior ability. In addition, the Plan is intended to further opportunities for
stock ownership by such employees in order to increase their proprietary
interest in the Company and, as a result, their interest in the success of the
Company. Options will be granted, in the discretion of the Committee, to Key
Employees whose responsibilities and decisions materially affect the performance
of any Participating Company.
2. DEFINITIONS
When used herein, the following terms shall have the following meanings:
"Act" means the Securities Exchange Act of 1934.
"Beneficiary" means the beneficiary or beneficiaries designated pursuant
to Section 11 who may exercise any outstanding Options upon the death of a Key
Employee to the extent permitted under the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)
"Committee" means the Stock Option or Compensation Committee of the
Board or such other committee as may be designated by the Board to administer
the Plan. In the absence of the appointment of such a Committee, the Board shall
act as the Committee.
"Company" means LinkSoft Technologies, Inc. and its successors and
assigns.
"Fair Market Value", means the fair market value as determined by rules
to be adopted by the Committee.
"Incentive Stock Option" means a stock option qualified under Section
422 of the Code.
"Key Employee" means an employee (excluding any director who is also an
employee) of any Participating Company whose responsibilities and decisions, in
the judgment of the Committee, materially affect the performance of the Company
and its subsidiaries.
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"Option" means an option awarded under Section 5 of the Plan to purchase
Stock of the Company, which option may be an Incentive Stock Option or a
non-qualified stock option.
"Option Agreement" means the written agreement evidencing each Option
granted to a Key Employee under the Plan.
"Participating Company" means the Company or any corporation which at
the time an Award is granted qualifies as a "subsidiary" of the Company under
Section 425(f) of the Code.
"Plan" means the 1997 LinkSoft Technologies, Inc. Incentive Stock Plan,
as the same may be amended, administered or interpreted from time to time.
"Stock" means the common stock, no par value, of the Company.
"Total Disability" means a permanent and total disability as defined in
Section 22(e)(3) of the Code.
3. SHARES SUBJECT TO THE PLAN
In no event shall more than 16,938 shares of Stock be cumulatively
available for Options under the Plan.
Subject to the above limitation, shares of Stock to be issued under the
Plan may be made available from the authorized but unissued shares, or from
shares repurchased by the Company and held in its treasury. If any Options under
the Plan are forfeited, terminated, expire unexercised, or are exchanged for
other Options, the shares of Stock which were theretofore subject to such
Options shall again be available for Options under the Plan to the extent of
such forfeiture or expiration of such Options.
4. GRANT OF OPTIONS AND OPTION AGREEMENTS
(a) Subject to the provisions of the Plan, the Committee shall (i)
determine and designate from time to time those Key Employees or groups of Key
Employees to whom Options are to be granted; (ii) determine the type or types of
Options to be granted to any Key Employee; (iii) determine the number of shares
of Stock subject to each Option; and (iv) determine the terms and conditions of
each Option.
(b) Each Option granted under the Plan shall be evidenced by a written
Option Agreement. Such agreement shall be subject to and incorporate the express
terms and conditions, if any, required under the Plan or required by the
Committee.
5. STOCK OPTIONS
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(a) With respect to Options, the Committee shall (i) authorize the
granting of Incentive Stock Options, non-qualified stock options, or a
combination of Incentive Stock Options and non-qualified stock options; (ii)
determine the number of shares of Stock subject to each Option; and (iii)
determine the time or times when and the manner in which each Option shall be
exercisable and the duration of the exercise period.
(b) Any option issued hereunder which is intended to qualify as an
Incentive Stock Option shall be subject to such limitations or requirements as
may be necessary for the purposes of Section 422 of the Code or any regulations
and rulings thereunder to the extent and in such form as determined by the
Committee in its discretion.
(c) The exercise period for a non-qualified stock option shall not
exceed ten years and two days from the date of grant, and the exercise period
for an Incentive Stock Option shall not exceed ten years from the date of grant.
(d) The Option price per share shall be determined by the Committee at
the time any Option is granted. In the case of an Incentive Stock Option, the
Option price per share shall not be less than the Fair Market Value of one share
of Stock on the date the Option is granted.
(e) No part of any Option may be exercised until the Key Employee who
has been granted the Option shall have remained in the employ of a Participating
Company for such period after the date of grant as the Committee may specify, if
any, and the Committee may further require exercisability in installments;
provided, however, that in the absence of contrary specifications by the
Committee, Options shall become exercisable with respect to twenty percent (20%)
of the number of shares of Stock subject to such Option on the first anniversary
of the date of issuance, and with respect to an additional twenty percent (20%)
of such number of shares on the second, third, fourth and fifth anniversaries of
the date of issuance, respectively.
(f) The purchase price of the shares as to which an Option shall be
exercised shall be paid to the Company at the time of exercise either in cash
or, if approved by the Committee, Stock already owned by the optionee having a
total Fair Market Value equal to the purchase price, or, if approved by the
Committee, a combination of cash and Stock having a total fair market value, as
so determined, equal to the purchase price. The Committee shall determine
acceptable methods for tendering Stock as payment upon exercise of an Option and
may impose such limitations and prohibitions on the use of Stock to exercise an
Option as it deems appropriate.
(g) In case of termination of employment, the following provisions shall
apply:
(A) If a Key Employee who has been granted an Option shall die
before such Option has expired, his or her Option may be exercised to the extent
it was exercisable as of the date of death by the Key Employee's Beneficiary, at
any time, or from time to time, within one year after the date of the Key
Employee's death or within such other period, and subject to such terms and
conditions as the Committee may specify, but not later than the expiration date
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specified in Section 5(c) above.
(B) If the Key Employee's employment by any Participating
Company terminates because of his or her Total Disability, he or she may
exercise his or her Options to the extent they were exercisable as of the date
of termination of employment at any time, or from time to time, within one year
after the date of the termination of his or her employment or within such other
period, and subject to such terms and conditions as the Committee may specify,
but not later than the expiration date specified in Section 5(c) above.
(C) If the Key Employee is terminated for cause, defined as
neglect of duty or misconduct, as reasonably determined by the Committee, the
Options shall be canceled coincident with the effective date of the termination
of employment.
(D) If the Key Employee's employment terminates for any other
reason, he or she may exercise his or her Options, to the extent that he or she
shall have been entitled to do so at the date of the termination of his or her
employment, at any time, or from time to time, within thirty (30) days after the
date of the termination of his or her employment or within such other period,
and subject to such terms and conditions as the Committee may specify, but not
later than the expiration date specified in Section 5(c) above.
(h) No Option granted under the Plan shall be transferable other than to
a Beneficiary upon the death of the Key Employee to whom the Option is granted.
During the lifetime of the optionee, an Option shall be exercisable only by the
Key Employee to whom the Option is granted.
(i) With respect to an Incentive Stock Option, the Committee shall
specify such terms and provisions as the Committee may determine to be necessary
or desirable in order to qualify such Option as an "incentive stock option"
within the meaning of Section 422 of the Code.
6. STOCK CERTIFICATES
(a) The Company shall not be required to issue or deliver any
certificates for shares of Stock prior to (i) the listing of such shares on any
stock exchange on which the Stock may then be listed and (ii) the completion of
any registration or qualification of such shares under any federal or state law,
or any ruling or regulation of any government body which the Company shall, in
its sole discretion, determine to be necessary or advisable.
(b) All certificates for shares of Stock delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.
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(c) Each Key Employee who receives Stock in settlement of an Option,
shall have all of the rights of a shareholder with respect to such shares,
including the right to vote the shares and receive dividends and other
distributions. No Key Employee granted an Option shall have any right as a
shareholder with respect to any shares covered by his or her Option, prior to
the date of issuance to him or her of a certificate or certificates for such
shares.
7. AGREEMENT TO JOIN STOCKHOLDERS AGREEMENT
It shall be a condition precedent to the exercise of any Option that the
Key Employee agree to join and become a party to that certain Amended and
Restated Stockholders Agreement dated as of September 4, 1997, among the Company
and the shareholders of the Company, as the same may be amended from time to
time (the "Stockholders Agreement"), as a "Management Stockholder" under the
Stockholders Agreement. A copy of the Stockholders Agreement will be delivered
to each Key Employee upon the delivery of his or her written Option Agreement.
8. ADMINISTRATION OF THE PLAN
(a) All decisions, determinations or actions of the Committee made or
taken pursuant to grants of authority under the Plan shall be made or taken in
the sole discretion of the Committee and shall be final, conclusive and binding
on all persons for all purposes.
(b) The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof, and its
interpretations and constructions thereof and actions taken thereunder shall be,
except as otherwise determined by the Board, final, conclusive and binding on
all persons for all purposes.
(c) The Committee's decisions and determinations under the Plan need not
be uniform and may be made selectively among Key Employees, whether or not such
Key Employees are similarly situated.
(d) The Committee may, in its sole discretion, delegate such of its
powers as it deems appropriate.
9. AMENDMENT, EXTENSION OR TERMINATION
The Board may, at any time, amend or terminate the Plan. However, no
amendment shall, without approval of the Company's stockholders representing a
majority of its issued Stock, (a) alter the group of persons eligible to
participate in the Plan, (b) except as provided in Section 10 increase the
maximum number of shares of Stock which are available for Options under the
Plan, (c) materially increase the benefits available to persons under the Plan,
or (d) extend the termination date for the Plan. No amendment or termination
shall impair the rights of any person with respect to a prior Option.
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10. CHANGES IN CAPITAL STRUCTURE, ETC.
(a) In the event of changes in the outstanding Stock by reasons of stock
dividends, stock splits, recapitalizations, mergers, consolidations,
combinations or exchange of shares, reorganizations, or liquidations, the number
of shares available under the Plan in the aggregate and the number of shares as
to which Options may be granted to any Key Employee shall be correspondingly
adjusted by the Committee. In addition, the Committee shall make appropriate
adjustments in the number of shares as to which outstanding Options, or portions
thereof then unexercised, shall relate, to the end that the Key Employee's
proportionate interest shall be maintained as before the occurrence of such
events; such adjustments shall be made without change in the total price
applicable to the unexercised portion of Options and with a corresponding
adjustment in the Option price per share.
(b) If the Company is to be consolidated with or acquired by another
entity in a merger, sale of all or substantially all of the Company's assets or
otherwise, the Committee or the Board of Directors of any entity assuming the
obligations of the Company hereunder, may either (i) provide that such Options
shall be assumed, or equivalent options shall be substituted, by the acquiring
or successor corporation (or an affiliate thereof), or (ii) upon written notice
to the Key Employees, provide that all Options must be exercised, to the extent
then exercisable, within a specified number of days of the date of such notice,
at the end of which period the Options shall terminate.
11. BENEFICIARY
(a) Each Key Employee shall file with the Company a written designation
of one or more persons as the Beneficiary who shall be entitled to exercise the
Options, if any, exercisable under the Plan upon his or her death. A Key
Employee may from time-to-time revoke or change his or her Beneficiary
designation without the consent of any prior Beneficiary by filing a new
designation with the Company. The last such designation received by the Company
shall be controlling; provided, however, that no designation, or change or
revocation thereof shall be effective unless received by the Company prior to
the Key Employee's death, and in no event shall it be effective as of a date
prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time of a Key
Employee's death, or if no designated Beneficiary survives the Key Employee or
if such designation conflicts with law, the Key Employee's estate shall be
entitled to exercise the Options, if any, exercisable under the Plan upon his or
her death.
12. MISCELLANEOUS
(a) Nothing in this Plan or any Option granted hereunder shall confer
upon any employee any right to continue in the employ of any Participating
Company or interfere in any way with the right of any Participating Company to
terminate his or her employment at any time. No Option under the Plan shall be
deemed to give rise to salary or compensation for the purpose
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of computing benefits under any employee benefit plan or other arrangement of
any Participating Company for the benefit of its employees unless the Company
shall determine otherwise. No Key Employee shall have any claim to an Option
until it is actually granted under the Plan.
(b) The Committee may cause to be made, as a condition precedent to the
exercise of any Option, or otherwise, appropriate arrangements with the Key
Employee, for the withholding of any federal, state, local or foreign taxes.
(c) The Plan and the grant of Options shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required.
(d) The terms of the Plan shall be binding upon the Company and its
successor and assigns.
(e) Captions preceding the sections hereof are inserted solely as a
matter of convenience and in no way define or limit the scope or intent of any
provision hereof.
13. EFFECTIVE DATE, TERM OF PLAN AND SHAREHOLDER APPROVAL
The effective date of the Plan shall be February 24, 1997; provided that
the Plan shall be approved by the Company's shareholders within twelve months
before or after such date. No Option shall be granted under this Plan after the
Plan's termination date. The Plan's termination date shall be February 24, 2007.
The Plan will continue in effect for existing Options as long as any such Option
is outstanding.
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