<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary proxy statement [ ] Confidential, for use of the Commission
only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
SALESLOGIX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 3, 2000
TO THE STOCKHOLDERS OF SALESLOGIX CORPORATION:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of SALESLOGIX
CORPORATION, a Delaware corporation (the "Company"), will be held on Monday,
April 3, 2000 at 10:00 a.m. Mountain Standard Time at the Scottsdale Conference
Resort, 7700 East McCormick Parkway, Scottsdale, Arizona 85258 to act on the
following matters:
1. To approve an amendment to the Company's Fifth Restated Certificate of
Incorporation to change the Company's name from SalesLogix Corporation
to Interact Commerce Corporation.
2. To approve an amendment to the Company's Amended and Restated 1996
Equity Incentive Plan to (a) increase the aggregate number of shares of
Common Stock authorized for issuance under the plan by 1,800,000 shares,
from 4,500,000 shares to 6,300,000 shares, and (b) to qualify
equity-based compensation under the plan for the performance-based
compensation exception under Internal Revenue Code Section 162(m). This
increase will be in addition to the existing evergreen plan provision
that increases the number of shares issuable under the plan at the
beginning of each fiscal year, which on January 1, 2000 resulted in an
increase of 829,802 shares.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 6, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at this Special Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors
Gary R. Acord
Secretary
Scottsdale, Arizona
March , 2000
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
1
<PAGE> 3
[LOGO OF SALESLOGIX CORPORATION APPEARS HERE WITH ADDRESS OF PRINCIPAL OFFICES]
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
APRIL 3, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
SalesLogix Corporation, a Delaware corporation (the "Company"), for use at the
Special Meeting of Stockholders to be held on Monday, April 3, 2000 at 10:00
a.m. Mountain Standard Time (the "Special Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Special Meeting. The Special Meeting will be held at the Scottsdale
Conference Resort, 7700 East McCormick Parkway, Scottsdale, Arizona 85258. The
Company intends to mail this proxy statement and accompanying proxy card on or
about March 9, 2000 to all stockholders entitled to vote at the Special Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Common Stock beneficially owned by
others to forward to such beneficial owners. The Company may reimburse persons
representing beneficial owners of Common Stock for their costs of forwarding
solicitation materials to such beneficial owners. Original solicitation of
proxies by mail may be supplemented by telephone, telegram or personal
solicitation by directors, officers or other regular employees of the Company
or, at the Company's request. No additional compensation will be paid to
directors, officers or other regular employees for such services, but a
third-party proxy solicitor to be determined by the Company will be paid its
customary fee, estimated to be approximately $6,500, if it renders solicitation
services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on March 6,
2000 (the "Record Date") will be entitled to notice of and to vote at the
Special Meeting. As of February 29, 2000, the Company had shares
of Common Stock outstanding and entitled to vote. The presence at the meeting in
person or by proxy, relating to any matter to be acted upon at the meeting, of a
majority of the outstanding shares entitled to vote, or shares,
is necessary to constitute a quorum for the meeting. Stockholders of record who
are present in person or by proxy and who abstain, including brokers holding
customers' shares of record who cause abstentions to be recorded at the meeting,
are considered stockholders who are present and entitled to vote and they count
toward the quorum.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Special Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. A "broker non-vote" occurs when a broker or
other nominee holding shares for a beneficial owner votes on one proposal, but
does not vote on another proposal because the broker does not have discretionary
voting power for the other proposal and has not received instructions from the
beneficial owner. Broker non-votes are counted as present or represented for
purposes of determining the presence or absence of a quorum for the Special
Meeting, but are not counted for purposes of determining the number of shares
entitled to vote with respect to any proposal for which the broker lacks
discretionary authority.
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<PAGE> 4
The affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote is required to approve Proposal 1. For purposes of
Proposal 1, abstentions and broker non-votes will have the same effect as
negative votes. The affirmative vote of the holders of a majority of the shares
present in person or represented by proxy and entitled to vote will be required
to approve Proposal 2. For purposes of Proposal 2, abstentions will have the
same effect as negative votes and broker non-votes will have no effect.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 8800 North
Gainey Center Drive, Suite 200, Scottsdale, Arizona 85258, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
PROPOSAL 1
APPROVAL OF CHANGE OF COMPANY NAME
The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's Fifth Restated Certificate of Incorporation to change
the Company's name from SalesLogix Corporation to Interact Commerce Corporation
(attached hereto as Exhibit A).
The change is designed to better reflect the Company's drive for a leading
role in the emerging business to business sell-side marketplace. The new name
will also support the multi-brand e-business strategy the Company announced in
December when it acquired the ACT! product line from Symantec Corporation and
announced the launch of Interact, an interactive application service that brings
dynamic content, commerce, and community services to users of Customer
Relationship Management applications and devices.
The affirmative vote of the holders of a majority of the outstanding shares
of the Common Stock will be required to approve this amendment to the Company's
Restated Certificate of Incorporation. As a result, abstentions and broker
non-votes will have the same effect as negative votes.
The Board Of Directors Recommends That Stockholders Vote FOR Proposal 1.
PROPOSAL 2
APPROVAL OF AMENDMENT NO. 1 TO AMENDED AND RESTATED SALESLOGIX 1996 EQUITY
INCENTIVE PLAN
Stockholders are requested in this Proposal 2 to approve Amendment No. 1 to
the Amended and Restated SalesLogix Corporation 1996 Equity Incentive Plan (the
"Incentive Plan") (attached hereto as Exhibit B) to (a) increase the number of
shares authorized for issuance under the Incentive Plan by 1,800,000 shares,
from a total of 4,500,000 shares to 6,300,000 shares, and (b) to qualify
equity-based compensation under the Incentive Plan for the performance-based
compensation exception under Internal Revenue Code Section 162(m). Persons
eligible for awards under the Incentive Plan are individuals who are employees,
officers, directors, consultants, independent contractors, or advisors of
SalesLogix or its subsidiaries, as determined by the SalesLogix Board of
Directors.
This increase will be in addition to the existing evergreen plan provision
that increases the number of shares issuable under the Incentive Plan at the
beginning of each fiscal year to the lesser of (i) 1,500,000 shares, (ii) 5% of
the adjusted average shares of outstanding common stock used to calculate fully
diluted earnings per share as reported in the Annual Report to stockholders for
the preceding year, or (iii) a lesser amount determined by the Board. Adoption
of Proposal 2 would not affect the method of calculating the annual increase of
the issuable shares under the Incentive Plan, which on January 1, 2000 resulted
in an increase of 829,802 shares.
3
<PAGE> 5
The purpose of the amendment to increase the number of shares available
under the Incentive Plan is to provide sufficient shares to cover stock-based
awards (mainly stock options) awarded to new employees hired in connection with
SalesLogix' acquisition of the ACT! product line from Symantec Corporation in
December 1999 and the corresponding launch of Interact, SalesLogix' new
interactive application service. These new hires were not contemplated in early
1999 when the total number of shares issuable under the Incentive Plan was
determined. The Company believes that its ability to continue to provide
employees with attractive equity-based incentives is critical in allowing it to
attract and retain qualified individuals.
The purpose of the amendment to qualify for the performance-based
compensation exception under Internal Revenue Code Section 162(m) is to protect
the Company's ability to deduct as compensation expense income recognized under
the Incentive Plan. A Federal income tax deduction is generally unavailable for
annual compensation in excess of $1 million paid to the five most highly
compensated officers of a public company. However, certain types of payments are
not counted toward the $1 million limit, including payments that constitute
"performance-based compensation."
Options and Stock Appreciation Rights ("SARs") constitute
"performance-based compensation" if the plan under which the options and SARs
are granted satisfies the following requirements:
(a) The composition of the compensation committee administering the plan is
comprised of "outside directors."
(b) The awards are made under a plan that specifies who is eligible to
participate, and the eligibility requirements are disclosed to
stockholders.
(c) The awards are made under a plan that specifies the maximum number of
shares with respect to which options or SARs may be granted to any
recipient during a specified period, and the limit is disclosed to
stockholders.
(d) Following disclosure, the plan is approved by stockholders.
(e) The awards have an exercise price that is not less than the fair market
value of the stock at the time the award is granted.
Performance Units, Restricted Stock Awards and Stock Reference Awards may
also qualify as "performance-based compensation" if such awards are (i) granted
by a compensation committee comprised solely of "outside directors," (ii)
granted or exercisable only upon the achievement of objective performance goals
set in accordance with Internal Revenue Code Section 162(m), and (iii) following
disclosure of the class of employees eligible for such awards, the business
criteria on which the performance goals are based, and the maximum amount
payable to any individual during a specified period, the plan is approved by the
stockholders.
Amendment No. 1 to the Incentive Plan provides that the maximum number of
shares issuable pursuant to awards granted to any participant during any
calendar year shall be 1,000,000 shares, as adjusted under Section 13.1 of the
Plan. Amendment No. 1 also provides that for purposes of qualifying Performance
Units, Restricted Stock Awards and Stock Reference Awards as "performance-based
compensation" under Internal Revenue Code Section 162(m), performance goals will
be based upon earnings per share, reductions in costs and/or increases in sales
of SalesLogix or specified business divisions.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to approve the amendments to the Incentive Plan. As a result,
abstentions will have the same effect as negative votes and broker non-votes
will have no effect.
The Board Of Directors Recommends That Stockholders Vote FOR Proposal 2.
PARTICIPATION IN INCENTIVE PLAN
As of the date of this proxy statement, there has been no determination by
the administrator of the Incentive Plan with respect to future awards under the
Incentive Plan. Accordingly, future awards are not determinable. The following
table sets forth information with respect to options granted to the CEO and four
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<PAGE> 6
most highly compensated executive officers other than CEO under the Incentive
Plan during the fiscal year ended 1999.
NEW PLAN BENEFITS
AMENDED AND RESTATED SALESLOGIX 1996 EQUITY INCENTIVE PLAN
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
SHARES SUBJECT TO EXERCISE PRICE
NAME AND POSITION OPTIONS GRANTED PER SHARE
----------------- ----------------- ----------------
<S> <C> <C>
Patrick M. Sullivan......................................... 166,677 $ 9.00
President and Chief Executive Officer
Gary R. Acord............................................... 33,334 9.00
Secretary and Chief Financial Officer
Kevin R. Bethke............................................. 16,667 9.00
Vice President -- Sales
Sunil Padiyar............................................... 0
Vice President -- Chief Technology Officer
Gregory J. Head............................................. 3,000 32.13
General Manager -- Act Product Line
EXECUTIVE GROUP............................................. 339,945 11.27
NON-EXECUTIVE DIRECTOR GROUP................................ 182,000 14.51
NON-EXECUTIVE OFFICER EMPLOYEE GROUP........................ 1,206,275 18.16
</TABLE>
SUMMARY OF INCENTIVE PLAN
The purpose of the Incentive Plan is to enhance long-term stockholder value
by offering opportunities to employees, directors, officers, consultants,
advisors and independent contractors of SalesLogix and its subsidiaries to
participate in SalesLogix's growth and success and to encourage them to remain
in the service of SalesLogix and its subsidiaries and to own SalesLogix stock.
The Incentive Plan provides for awards of stock options, stock appreciation
rights, performance units, restricted stock and other stock reference awards. To
date, there have been no awards of stock appreciation rights, performance units,
restricted stock or other stock reference awards. A total of 4,500,000 shares
are currently reserved for issuance under the Incentive Plan. The number of
issuable shares automatically increases annually on the first day of each fiscal
year beginning in 2000, in an amount equal to the lesser of:
- 1,500,000 shares;
- 5% of the adjusted average shares of outstanding common stock used to
calculate fully diluted earnings per share as reported in SalesLogix's
Annual Report for the preceding year; or
- a lesser amount determined by the board of directors.
Effective January 1, 2000, the SalesLogix board of directors approved an
increase of 829,802 shares issuable under the Incentive Plan pursuant to this
evergreen provision.
As of December 31, 1999, options to purchase 2,836,056 shares of common
stock were outstanding under the Incentive Plan with exercise prices ranging
from $0.15 to $42.75 per share, options to purchase 1,098,578 shares were
available for grant and options to purchase 1,395,168 shares had been exercised.
Stock options are granted to employees on a fixed basis, subject only to time
vesting. The timing of grants and related number of shares are made in the
ordinary course of business based principally on employee job classification,
hire date, and length of service.
The board of directors, or at its request, the compensation committee,
serves as the plan administrator of the Incentive Plan. The plan administrator
has the authority to select individuals to, receive awards under the plan, to
specify the terms and conditions of each award granted and to modify, with
option holder consent, the terms, conditions and exercise prices of outstanding
options. The Incentive Plan does not limit the Company's
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<PAGE> 7
right to adopt other incentive compensation arrangements, including, without
limitation, the granting of stock options or other rights otherwise than under
the Incentive Plan.
In the event of a merger, consolidation or other reorganization, the board
may provide, without limitation:
- for the continuation of outstanding options by the company, if the
company is a surviving corporation;
- for their assumption by the surviving corporation or its parent or
subsidiary;
- for the substitution by the surviving corporation or its parent or
subsidiary of its own awards for such options;
- for accelerated vesting, accelerated expiration and/or lapse of
restrictions; or
- for settlement in cash or cash equivalent.
If the board does not provide for one of the alternatives above, then all
outstanding options become fully exercisable upon the effectiveness of such
transaction.
Federal Income Tax Information
INCENTIVE STOCK OPTIONS. Incentive stock options under the Incentive Plan
are intended to be eligible for the favorable federal income tax treatment
accorded "incentive stock options" under the Internal Revenue Code.
There generally are no federal income tax consequences to the optionee or
the Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock option may increase the optionee's
alternative minimum tax liability, if any.
If an optionee holds stock acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be long-term capital gain or loss. Generally, if the optionee
disposes of the stock before the expiration of either of these holding periods
(a "disqualifying disposition"), at the time of disposition, the optionee will
realize taxable ordinary income equal to the lesser of (a) the excess of the
stock's fair market value on the date of exercise over the exercise price, or
(b) the optionee's actual gain, if any, on the purchase and sale. The optionee's
additional gain, or any loss, upon the disqualifying disposition will be a
capital gain or loss, which will be long-term or short-term depending on whether
the stock was held for more than one year. Long-term capital gains currently are
generally subject to lower tax rates than ordinary income. The maximum capital
gains rate for federal income tax purposes is currently 20% while the maximum
ordinary income rate is effectively 39.6% at the present time.
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will generally be entitled (subject to
the requirement of reasonableness, the provisions of Section 162(m) of the Code
and the satisfaction of a tax reporting obligation) to a corresponding business
expense deduction in the tax year in which the disqualifying disposition occurs.
NONSTATUTORY STOCK OPTIONS. Nonstatutory stock options granted under the
Incentive Plan generally have the following federal income tax consequences:
There are no tax consequences to the optionee or the Company by reason of
the grant of a nonstatutory stock option. Upon exercise of a nonstatutory stock
options, the optionee normally will recognize taxable ordinary income equal to
the excess of the stock's fair market value on the date of exercise over the
option exercise price. Generally, with respect to employees, the Company is
required to withhold from regular wages or supplemental wage payments an amount
based on the ordinary income recognized. Subject to the requirement of
reasonableness, the provisions of Section 162(m) of the Code and the
satisfaction of a tax reporting obligation, the Company will generally be
entitled to a business expense deduction equal to the taxable ordinary income
realized by the optionee. Upon disposition of the stock, the optionee will
recognize a capital gain or loss equal to the difference between the selling
price and the sum of the amount paid for such stock plus any amount recognized
as ordinary income upon exercise of the option. Such gain or loss will be long
or short-term depending on whether the stock was held for more than one year.
Slightly different rules may apply to optionees who acquire stock subject to
certain repurchase options.
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<PAGE> 8
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's outstanding Common Stock as of December
31, 1999 by: (i) each person (or group of affiliated persons) who is known by
the Company to own beneficially more than 5% of the Common Stock; (ii) each of
the Company's directors, (iii) the Company's Chief Executive Officer and each of
the four most highly compensated officers for the year ended December 31, 1999;
and (iv) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
--------------------
PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS NUMBER PERCENT
- ---------------------------------------------- --------- -------
<S> <C> <C>
Fidelity Investments(2)..................................... 2,358,960 12.2%
82 Devonshire Street
Boston, Massachusetts 02109
Patrick M. Sullivan(3)...................................... 1,936,667 10.0%
8800 N. Gainey Center Dr., Ste. 200
Scottsdale, Arizona 85258
Sierra Ventures VI, L.P.(4)................................. 1,466,118 7.6%
3000 Sand Hill Road, Building 4, Suite 210
Menlo Park, California 94025
Canaan Partners affiliated persons(5)....................... 1,300,583 6.7%
2884 Sand Hill Road, Suite 115
Menlo Park, California 94025
Deepak Kamra(6)............................................. 1,307,636 6.7%
Harry D. Lambert(7)......................................... 882,367 4.6%
John B. Carrington(8)....................................... 11,592 *
Craig A. Conway(9).......................................... 11,594 *
David C. Schwab(10)......................................... 1,527,719 7.9%
Steve Hansen(11)............................................ 781 *
Anthony P. Morris(12)....................................... 124,056 *
Kevin R. Bethke(13)......................................... 38,977 *
Sunil Padiyar(14)........................................... 226,764 1.2%
Gary R. Acord(15)........................................... 71,040 *
Gregory J. Head(16)......................................... 55,628 *
All directors and executive officers as a group (15
persons)(17).............................................. 6,520,123 33.1%
</TABLE>
- ---------------
* Represents beneficial ownership of less than 1%.
(1) Applicable percentage ownership is based on 19,348,791 shares of common
stock outstanding as of December 31, 1999. Beneficial ownership is
determined in accordance with rules of the Commission and includes shares
over which the indicated beneficial owner exercises voting and/or
investment power. Shares of common stock subject to options currently
exercisable or exercisable within 60 days are deemed outstanding for
computing the percentage ownership of the person holding the options but
are not deemed outstanding for computing the percentage ownership of any
other person. Except as otherwise indicated, the Company believes the
beneficial owners of the common stock listed, based on information
furnished by them, have sole voting and investment power with respect to
the number of shares listed opposite their names.
(2) Based solely on information contained on Schedule 13G filed with the SEC.
(3) Includes, 426,067 shares held by The Sullivan Limited Partnership, 319,550
shares held by The Cyndee K. Sullivan Fifteen Year Grantor Retained Annuity
Trust, dated December 18, 1998, 319,550 shares held by The Cyndee K.
Sullivan Ten Year Grantor Retained Annuity Trust, 319,550 shares held
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<PAGE> 9
by The Patrick M. Sullivan Fifteen Year Grantor Retained Annuity Trust,
dated December 18, 1998, 319,550 shares held by the Patrick M. Sullivan Ten
Year Grantor Retained Annuity Trust, dated December 18, 1998 and 232,400
shares held by The PCS Trust, dated September 10, 1998, entities and trusts
for the benefit of Mr. Sullivan's children, for which Mr. Sullivan has sole
voting power.
(4) Includes 1,466,118 shares beneficially owned by SV Associates VI, L.P. as
general partner to Sierra Ventures VI, L.P. The address of SV Associates
VI, L.P. is 3000 Sand Hill Road; Building 4, Suite 210; Menlo Park, CA
94025. Based solely on information contained on Schedule 13G filed with the
SEC.
(5) Includes 1,300,583 shares beneficially owned by Harry T. Rein, Stephen L.
Green, Deepak Kamra, a Company director, Gregory Kopchinski and Eric Young
by virtue of their status as general partners of Canaan Venture Partners II
L.P., general partner of Canaan Ventures II Limited Partnership and Canaan
Ventures II Offshore C.V., and managers of Canaan Equity Partners LLC,
general partner of Canaan Equity L.P. The address of Messrs. Rein, Green
and Kopchinski is 105 Rowayton Avenue, Rowayton, CT 06853. Based solely on
information contained on Schedule 13G filed with the SEC.
(6) Includes 1,300,583 shares held by Canaan and its affiliates. See Footnote
5. Mr. Kamra disclaims beneficial ownership of shares held by Canaan and
its affiliates. Also includes 1,562 shares subject to an option exercisable
within 60 days of December 31, 1999.
(7) Includes 871,305 shares owned by Innocal, L.P. and 9,500 shares held by
Innocal Associates, L.P., its general partner, an entity in which Mr.
Lambert is a general partner. Mr. Lambert disclaims beneficial ownership of
such shares. Also includes 1,562 shares subject to an option exercisable
within 60 days of December 31, 1999.
(8) Includes 11,592 shares subject to options exercisable within 60 days of
December 31, 1999.
(9) Includes 11,594 shares subject to an option exercisable within 60 days of
December 31, 1999.
(10) Includes 1,466,118 shares held by Sierra Ventures VI, L.P. and its
affiliates. See Footnote 4. Mr. Schwab disclaims beneficial ownership of
shares held by Sierra and its affiliates. Also includes 781 shares subject
to an option exercisable within 60 days of December 31, 1999.
(11) Includes 781 shares subject to an option exercisable within 60 days of
December 31, 1999.
(12) 15,625 shares subject to options exercisable within 60 days of December 31,
1999 and 77,019 shares held by Morris Ventures, an investor in which Mr.
Morris is a principal. Mr. Morris disclaims beneficial ownership of shares
held by Morris Ventures.
(13) Includes 36,666 shares subject to an option exercisable within 60 days of
December 31, 1999.
(14) Includes 60,833 shares subject to options exercisable within 60 days of
December 31, 1999.
(15) Includes 30,833 shares subject to an option exercisable within 60 days of
December 31, 1999.
(16) Includes 54,375 shares subject to an option exercisable within 60 days of
December 31, 1999.
(17) Includes 337,827 shares subject to options exercisable within 60 days of
December 31, 1999.
8
<PAGE> 10
EXECUTIVE COMPENSATION
DIRECTORS' COMPENSATION
The Company's directors do not currently receive any cash compensation for
service on the Board or any committee thereof, but directors may be reimbursed
for certain expenses in connection with attendance at Board and committee
meetings. Except for Mr. Hansen who received his grant on October 18, 1999 at an
exercise price per share of $22.38, upon the closing of the Company's initial
public offering on June 2, 1999 each of the Company's non-employee directors
received options to purchase 12,500 shares of the Company's Common Stock at an
exercise price per share of $9.38 pursuant to formula grants made under the
Company's 1999 Non-Employee Director Stock Option Plan. On May 26, 1999, 1999,
Mr. Sullivan received an option to purchase 166,677 shares of the Company's
Common Stock at an exercise price per share of $9.00 under the Company's Amended
and Restated 1996 Equity Incentive Plan.
EXECUTIVE COMPENSATION
The following table sets forth for the fiscal years ended December 31, 1998
and 1999, the compensation earned by the Company's Chief Executive Officer and
the four most highly compensated executive officers during such periods whose
salary and bonus for the fiscal year ended December 31, 1999 were in excess of
$100,000 for services rendered in all capacities to the Company for that fiscal
year (collectively, the "Named Executive Officers")(1):
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
----------------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ($) OPTIONS
- --------------------------- ---- -------- --------- ------------
<S> <C> <C> <C> <C>
Patrick M. Sullivan.............................. 1999 $175,000 $34,951 166,677
President and Chief Executive Officer 1998 145,385 52,083 --
Gary R. Acord.................................... 1999 160,000 17,475 33,334
Secretary and Chief Financial Officer 1998 122,596 16,250 --
Kevin R. Bethke(2)............................... 1999 177,151 41,876 16,667
Vice President -- Sales 1998 8,558 146,667
Gregory J. Head(3)............................... 1999 188,252 14,150 3,000
General Manager -- Act Product Line 1998 132,524 28,000 --
Sunil Padiyar.................................... 1999 170,000 23,301 --
Vice Pres. -- Chief Technology Officer 1998 160,000 63,334 33,333
</TABLE>
- ---------------
(1) The Named Executive Officers were determined without including yearly
bonuses for executive officers earned for the fiscal year ended December 31,
1999. The amounts of such bonuses were not calculable as of the filing of
this proxy statement and will be included in the executive compensation
tables for the Company's proxy statement in 2001.
(2) Mr. Bethke commenced employment with SalesLogix in December 1998. Mr.
Bethke's salary includes sales commissions of $25,000.
(3) From December 1998 to December 1999, Mr. Head was the Vice President of
International Operations. From January 1996 through December 1998, Mr. Head
was the Vice President of Marketing. Mr. Head's salary includes sales
commissions of $61,457.
STOCK OPTION GRANTS AND EXERCISES
The Company grants options to its Named Executive Officers under its
Amended and Restated 1996 Equity Incentive Plan (the "Incentive Plan"). As of
December 31, 1999, options to purchase a total of 2,836,056 shares were
outstanding under the Incentive Plan and options to purchase 1,098,578 shares
(plus
9
<PAGE> 11
any shares that might in the future be returned to the plan as a result of
cancellations or expiration of options) remained available for future grant
thereunder.
The following table sets forth information with respect to stock options
granted to each of the Named Executive Officers during 1999, including the
potential realizable value over the 10 year term of the options based on assumed
rates of stock appreciation of 5% and 10%, compounded annually, over the per
share exercise price of the option, which was the per share market price at the
time of the grant. These assumed rates of appreciation comply with the rules of
the SEC and do not represent the Company's estimate of future stock price.
Actual gains, if any, on stock option exercises will be dependent on the future
performance of SalesLogix common stock. In 1999, options to acquire up to an
aggregate of 1,728,220 shares were granted to employees. These options were all
granted under the Amended and Restated 1996 Equity Incentive Plan and all at an
exercise price equal to not less than the fair market value of SalesLogix common
stock on the date of grant. Optionees may pay the exercise price by cash, check,
promissory note, delivery of already-owned shares of SalesLogix common stock or,
upon approval by the board of directors, pursuant to a cashless exercise
procedure. Options granted in 1999 vest over four years with 25% of the shares
subject to option vesting on the first anniversary of the grant date and the
remaining option shares vesting ratably quarterly thereafter.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
----------------------------------------------- REALIZABLE VALUE AT
PERCENT OF ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE OPTION TERM
OPTIONS EMPLOYEES PER EXPIRATION ---------------------
GRANTED IN 1999 SHARE DATE 5% 10%
---------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Patrick M. Sullivan.............. 166,677 8.5% $9.00 5/26/2009 $943,558 $2,391,148
Gary R. Acord.................... 33,334 1.7 9.00 5/26/2009 188,704 478,210
Kevin R. Bethke.................. 16,667 .9 9.00 5/26/2009 94,352 239,105
Gregory J. Head.................. 3,000 .2 32.13 12/06/2009 60,619 153,621
Sunil Padiyar.................... -- -- -- -- -- --
</TABLE>
AGGREGATED OPTIONS EXERCISED IN 1999 AND YEAR-END OPTION VALUES
The following table sets forth for each of the Named Executive Officers the
shares acquired and the value realized on each exercise of stock options during
the year ended December 31, 1999 and the number and value of securities
underlying unexercised options held by the Named Executive Officers at December
31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN THE
OPTIONS AT MONEY OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE RECEIVED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Patrick M. Sullivan........ -- $ -- -- 166,677 $ -- $1,488,926
Gary R. Acord.............. 38,541 49,718 30,833 87,293 1,449,517 5,541,960
Kevin R. Bethke............ -- -- 36,666 126,668 1,449,517 5,541,960
Gregory J. Head............ 90,625 260,456 36,250 18,125 1,483,096 741,548
Sunil Padiyar.............. 18,125 160,406 62,708 123,959 2,554,072 1,729,873
</TABLE>
- ---------------
(1) Based on the fair market value of the Company's Common Stock on the exercise
date, minus the exercise price, multiplied by the number of shares
exercised.
(2) Based on the fair market value of the Company's Common Stock as of December
31, 1999 ($41.063 per share), minus the exercise price, multiplied by the
number of shares underlying the options.
10
<PAGE> 12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of John B. Carrington, David
C. Schwab and Deepak Kamra.
By Order of the Board of Directors
Gary R. Acord
Secretary
March , 2000
11
<PAGE> 13
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
FIFTH RESTATED
CERTIFICATE OF INCORPORATION
OF
SALESLOGIX CORPORATION
SALESLOGIX CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the state of Delaware, does hereby
certify:
1. The name of the corporation is SalesLogix Corporation (the
"Corporation"). The Corporation was originally incorporated under the name
Quest Sales Software, Inc. The date the Corporation filed its original
Certificate of Incorporation with the Secretary of State was September 29,
1995.
2. The Fifth Restated Certificate of Incorporation of the Corporation
was filed with the Delaware Secretary of State on June 2, 1999.
3. The Board of Directors of the Corporation, acting in accordance
with the provisions of Section 242 of the General Corporation Law of the
State of Delaware, adopted resolutions to amend the Fifth Restated
Certificate of Incorporation of the Corporation by deleting the first
paragraph of Article I and substituting therefor a new first paragraph of
Article I in the following form:
"The name of the corporation is Interact Commerce Corporation."
4. Thereafter, pursuant to a resolution of the Board of Directors,
this Certificate of Amendment was submitted to the stockholders of the
corporation for their approval and was duly adopted in accordance with the
provision of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, SalesLogix Corporation has caused this Certificate of
Amendment to be signed by its President and Chief Executive Officer and attested
to by its Secretary this day of , 2000.
SALESLOGIX CORPORATION
--------------------------------------
Patrick M. Sullivan
President and Chief Executive Officer
ATTEST:
- ---------------------------------------------------------
Gary R. Acord
Secretary
<PAGE> 14
EXHIBIT B
AMENDMENT NO. 1 TO
AMENDED AND RESTATED SALESLOGIX CORPORATION
1996 EQUITY INCENTIVE PLAN
WHEREAS, the Board of Directors of SalesLogix Corporation (the "Company")
has approved this Amendment No. 1 to the Amended and Restated SalesLogix
Corporation 1996 Equity Incentive Plan, a copy of which is attached hereto as
Exhibit A (the "Plan"), subject to approval by the Company's stockholders at a
Special Meeting to be held on or about April 3, 2000.
NOW, THEREFORE, effective immediately upon approval by the Company's
stockholders, the Plan shall be amended as provided in this Amendment No. 1 as
follows:
1. Capitalized Terms. Capitalized terms used but not defined herein shall
have the meanings set forth in the Plan.
2. Plan Amendments.
(a) Number of Shares Issuable Under Plan. References to 4,500,000 shares
in Section 3.1 of the Plan shall be revised to reference 6,300,000 shares.
(b) Maximum Number of Shares Issuable to Any Participant. A new Section
3.5 shall be added to the Plan which provides as follows:
3.5 Individual Limits. The maximum number of shares issuable pursuant to
Awards granted to any Participant during any calendar year shall be
1,000,000 shares, as adjusted under Section 13.1 of the Plan.
(c) Committee. Section 5.1 of the Plan shall be amended and restated in
its entirety as follows:
5.1 Board. The Plan shall be administered by the Board or a Committee
appointed by the Board to administer the Plan at any time or from time to
time. If the Company has a class of equity securities registered under
Section 12 of the Exchange Act, the Plan shall be administered by the Board
or a Committee of the Board in accordance with Rule 16b-3, or successor
legislation, under the Exchange Act, and, where necessary to comply with
Section 162(m) of the Code, comprised of "outside directors" as defined
therein. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board may increase
the size of the Committee and appoint additional members thereof, remove
members (with or without cause), appoint new members in substitution
therefor, and fill vacancies however caused.
(d) Performance Goals. A new Section 12.9 shall be added to the Plan which
provides as follows:
12.9 Performance Goals. For purposes of qualifying Performance Unit
Awards, Restricted Stock Awards and Stock Reference Awards as
"performance-based compensation" under Section 162(m) of the Code, the
Committee, in its sole discretion, may set restrictions based upon the
achievement of performance goals. The performance goals shall be based upon
earnings per share, reductions in costs and/or increases in sales of the
Company or specified business divisions and shall be set by the Committee
on or before the latest date permissible to enable such Awards to qualify
as "performance-based compensation" under Section 162(m) of the Code. In
granting such Awards that are intended to qualify under Code Section
162(m), the Committee shall follow any procedures determined by it in its
sole discretion from time to time to be necessary, advisable or appropriate
to ensure qualification of such Awards under Code Section 162(m).
3. References to the Plan. From and after the effectiveness of this
Amendment No. 1, all references in the Plan to "this Plan," "hereof," "herein"
and similar terms shall mean and refer to the Plan as amended by this Amendment
No. 1, and all references in other documents to the Plan shall mean the Plan as
amended by this Amendment No. 1. This Amendment No. 1 shall not be modified,
supplemented or terminated in any manner whatsoever except in accordance with
Section 14.1 of the Plan.
<PAGE> 15
4. Ratification and Confirmation. The Plan is hereby ratified and
confirmed and, except as herein amended, remains in full force and effect.
IN WITNESS WHEREOF, the Secretary of the Company hereby certifies the
approval of this Amendment No. 1 by the Stockholders of the Company as of April
, 2000.
THE COMPANY:
SALESLOGIX CORPORATION
By:
--------------------------------------------------------
Gary R. Acord, Secretary
<PAGE> 16
EXHIBIT A
SALESLOGIX CORPORATION
1996 EQUITY INCENTIVE PLAN
AS AMENDED AND RESTATED EFFECTIVE UPON CONSUMMATION
OF THE COMPANY'S INITIAL PUBLIC OFFERING
ARTICLE 1: PURPOSE
1.1 General. The purpose of the SalesLogix Corporation 1996 EQUITY
INCENTIVE PLAN (the "Plan") is to promote the interests of SalesLogix
Corporation (the "Company"), by enabling the Company to motivate, attract, and
retain the services of persons upon whose judgment, efforts, and contributions
the success of the Company's business depends. The plan is further intended to
align the personal interests of such persons with the interests of stockholders
of the Company through equity participation in the Company's growth and success.
Capitalized terms not otherwise defined in the text are defined in Article 16.
ARTICLE 2: EFFECTIVE DATE; TERM
2.1 Effective Date. The effective date of the Plan is January 15, 1996
(the "Effective Date"), which is the date as of which the Plan was approved by
the Board of Directors and stockholders of the Company. This amendment and
restatement of the Plan was approved by the Board on March 19, 1999 and the
Company's stockholders as of April , 1999 and shall be effective upon the
consummation of the Company's initial underwritten public offering of its Stock.
2.2 Term. This Plan shall continue in effect until terminated in
accordance with Article 14, except that Incentive Stock Option Awards shall not
be granted after the tenth (10th) anniversary of the Effective Date.
ARTICLE 3: SHARES SUBJECT TO THE PLAN
3.1 Number of Shares. The aggregate number of shares of Stock reserved and
available for Awards or which may be used to provide a basis of measurement or
valuation of an Award (such as an SAR or Performance Unit Award) shall be Four
Million Five Hundred Thousand (4,500,000) shares (the "Shares") of Stock, plus
an annual increase to be added on the first day of the Company's fiscal year
beginning in 2000 equal to the lesser of (i) 1,500,000 shares, (ii) 5% of the
adjusted average shares of outstanding Stock used to calculate fully diluted
earnings per share as reported in the Annual Report to stockholders for the
preceding year, or (iii) a lesser amount determined by the Board; provided,
however, that any shares from any increases in previous years that are not
actually issued shall be added to the aggregate number of Shares available for
issuance under the Plan; and provided further that the maximum number of Shares
available for Incentive Stock Option Awards shall be Four Million Five Hundred
Thousand (4,500,000) shares.
3.2 Lapsed Awards. To the extent that an Award terminates, expires or
lapses for any reason, any shares of Stock subject to the Award will again be
available for the grant of an Award under the Plan (other than shares of Stock
subject to an Incentive Stock Option Award), and shares subject to SARs or other
Awards settled in cash will be available for the grant of an Award under the
Plan, in each case to the full extent available pursuant to the applicable rules
and interpretations of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
3.3 Payments in Stock. Any shares of Stock tendered to or withheld by the
Company in connection with payment for Stock purchased pursuant to the Plan or
withholding taxes thereon shall be added back to the aggregate number of shares
reserved and available for Awards under the Plan (other than shares of Stock
subject to an Incentive Stock Option Award), in each case to the fullest extent
permitted under the applicable rules and interpretations of the Exchange Act.
3.4 Stock Distributed. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock,
or Stock purchased on the open market.
1
<PAGE> 17
ARTICLE 4: ELIGIBILITY
4.1 General. Awards may be granted only to an individual who is an
employee (including an employee who also is a director or officer), officer,
director, consultant, independent contractor, or adviser of the Company or a
Subsidiary, as determined by the Board.
ARTICLE 5: ADMINISTRATION
5.1 Board. The Plan shall be administered by the Board or a Committee
appointed by the Board to administer the Plan at any time or from time to time.
If the Company has a class of equity securities registered under Section 12 of
the Exchange Act, the Plan shall be administered by the Board or a Committee of
the Board in accordance with Rule 16b-3, or successor legislation, under the
Exchange Act. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause), appoint new members in substitution therefor, and fill
vacancies however caused.
5.2 Authority of Board. The Board has the exclusive power, authority, and
discretion to:
(a) Designate Participants;
(b) Determine the type or types of Awards to be granted to each
Participant;
(c) Determine the number of Awards to be granted and the number of
shares of Stock subject to an Award;
(d) Prescribe the form of each Award Agreement, which need not be
identical for each Participant;
(e) Determine the terms and conditions of any Award granted under the
Plan, including but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule
for lapse of forfeiture restrictions or restrictions on the exercisability
of an Award and accelerations or waivers thereof, and any modification or
amendment of any Award previously granted, based in each case on such
considerations as the Board in its sole discretion determines;
(f) Determine whether, to what extent, and under what circumstances an
Award may be settled in, or the exercise price of an Award may be paid in,
cash, Stock, other Awards, or other property, or an Award may be canceled,
forfeited, or surrendered;
(g) Determine whether, to what extent, and under what circumstances
cash, Stock, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the
election of the holder thereof or of the Board;
(h) Decide all other matters that must be determined in connection
with an Award;
(i) Establish, adopt, or revise any rules and regulations as it may
deem necessary or advisable to administer the Plan;
(j) Interpret the Plan, any Award, and any Award Agreement in its
discretion; and
(k) Make all other decisions and determinations that may be required
under the Plan or as the Board deems necessary or advisable to administer
the Plan.
5.3 Decisions Binding. All decisions, interpretations, and determinations
by the Board with respect to the Plan, any Award, and any Award Agreement are
final, binding, and conclusive on all parties.
2
<PAGE> 18
ARTICLE 6: STOCK OPTIONS
6.1 General. The Board is authorized to grant Options to Participants on
the following terms and conditions:
(a) Exercise Price. The exercise price per share of Stock under an
Option shall be determined by the Board.
(b) Payment. Payment for Stock issued upon exercise of an Option
shall be made in accordance with Article 11 of the Plan.
(c) Time and Conditions of Exercise. The Board shall determine the
time or times at which an Option may be exercised in whole or in part,
provided that no Option may be exercisable prior to six months following
the date of the grant of such Option if and to the extent such limitation
is necessary or required under Rule 16b-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
(d) Evidence of Option. All Options shall be evidenced by a written
Award Agreement between the Company and the Participant. The Award
Agreement shall include such provisions as may be specified by the Board.
6.2 Incentive Stock Options. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:
(a) Employees Only. Incentive Stock Options may only be granted to
employees (including officers and directors who are also employees) of the
Company or a Subsidiary.
(b) Exercise Price. The exercise price per share of Stock shall be
set by the Board, provided that the exercise price for any Incentive Stock
Option may not be less than the Fair Market Value as of the date of the
grant.
(c) Exercise. In no event may any Incentive Stock Option be
exercisable for more than ten years from the date of its grant.
(d) Individual Dollar Limitation. The aggregate Fair Market Value
(determined as of the time an Award is made) of all shares of Stock with
respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000.00.
(e) Ten Percent Owners. An Incentive Stock Option may be granted to a
Ten Percent Owner, provided that at the time such option is granted the
exercise price per share of Stock shall not be less than 110% of the Fair
Market Value and such option by its terms is not exercisable after the
expiration of five (5) years from the date of its grant.
(f) Expiration of Incentive Stock Options. No Award of an Incentive
Stock Option may be made pursuant to this Plan after the expiration of ten
(10) years from the Effective Date.
(g) Right to Exercise. During a Participant's lifetime, an Incentive
Stock Option may be exercised only by the Participant.
(h) Tax-Qualified ISOP Options. All provisions of the Plan relating
to Incentive Stock Options shall be administered and interpreted in
accordance, and so as to comply, with the provisions of Section 422 of the
Code.
6.3 Termination of Participant. Notwithstanding the exercise periods set
forth in any Award Agreement, Options shall be subject to the following:
(a) An Option shall lapse ten years after it is granted, unless an
earlier time is set in the Award Agreement.
(b) If a Participant's employment is terminated due to (i) Disability,
(ii) Retirement, or (iii) for any other reason other than for Cause, such
Participant may exercise his or her Incentive Stock Options
3
<PAGE> 19
only to the extent that such Incentive Stock Options would have been
exercisable on the Termination Date; provided, that such exercise is made
prior to the earlier of (i) the expiration of three (3) months (six (6)
months in the case of Disability) after the Termination Date or (ii) the
expiration date of the Option set forth in the Award Agreement. If a
Participant's employment is terminated due to Cause, the Participant's
Incentive Stock Options shall automatically lapse and not be exercisable by
the Participant, whether or not such Options were vested.
(c) If a Participant's employment, contractual or other relationship
with the Company is terminated due to (i) Disability, (ii) Retirement, or
(iii) for any other reason other than for Cause, such Participant may
exercise his or her Non-Qualified Stock Options, only to the extent that
such Options would have been exercisable on the Termination Date; provided,
that such exercise is made within six months after the Termination Date, or
such other time period as set forth in the Award Agreement. If a
Participant's employment, contractual or other relationship is terminated
due to Cause, the Participant's Non-Qualified Stock Options shall
automatically lapse and not be exercisable by the Participant, whether or
not such Options were vested.
(d) If a Participant dies before his or her Options lapse pursuant to
this Section, then the Participant's Options may be exercised, only to the
extent that such Options would have been exercisable on the date of the
Participant's death; provided that such exercise is made prior to the
earlier of (i) the first anniversary of such Participant's death or (ii)
the expiration date of the Option set forth in the Award Agreement. Upon
the Participant's death, any exercisable Options may be exercised by the
Participant's legal representative or representatives.
ARTICLE 7: STOCK APPRECIATION RIGHTS
7.1 Grant of SARs. The Board is authorized to grant SARs to Participants
on the following terms and conditions:
(a) Right to Payment. Upon the exercise of a Stock Appreciation
Right, the Participant to whom it is granted has the right to receive the
excess, if any, of:
(1) The Fair Market Value of one share of Stock on the date of
exercise; over
(2) The grant price of the SAR as determined by the Board, which
shall not be less than the Fair Market Value of one share of Stock on
the date of grant in the case of any SAR.
(b) Other Terms. All awards of Stock Appreciation Rights shall be
evidenced by an Award Agreement. The terms, methods of exercise, methods of
settlement, form of consideration payable in settlement, and any other
terms and conditions of any Stock Appreciation Right shall be determined by
the Board at the time of the grant of the Award and shall be reflected in
the Award Agreement.
ARTICLE 8: PERFORMANCE UNITS
8.1 Grant of Performance Units. The Board is authorized to grant
Performance Units to Participants on such terms and conditions as may be
selected by the Board. The Board shall have the complete discretion to determine
the number of Performance Units granted to each Participant. All Awards of
Performance Units shall be evidenced by an Award Agreement.
8.2 Right Under Performance Units. A grant of Performance Units gives the
Participant rights, valued as determined by the Board, and payable to, or
exercisable by, the Participant to whom the Performance Units are granted, in
whole or in part, as the Board shall establish at grant or thereafter. The Board
shall set performance goals and other terms or conditions to payment of the
Performance Units in its discretion which, depending on the extent to which they
are met, will determine the amount and value of cash, Stock, Awards, and/or
other property that will be paid to the Participant.
4
<PAGE> 20
8.3 Other Terms. Performance Units may be payable in cash, Stock, or other
Awards or property, or any combination thereof, and have such other terms and
conditions as determined by the Board and reflected in the Award Agreement.
ARTICLE 9: RESTRICTED STOCK AWARDS
9.1 Restricted Stock Awards. The Board is authorized to make Awards of
Restricted Stock to Participants either in the form of a grant of Stock or an
offer to sell Stock to a Participant, in such amounts and subject to such terms,
conditions and restrictions as may be selected by the Board. All Awards of
Restricted Stock shall be evidenced by an Award Agreement.
9.2 Issuance and Restrictions. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions, including without
limitation "vesting" or forfeiture restrictions, as the Board may impose. These
restrictions may lapse separately or in combination at such times, under such
circumstances, in such installments, or otherwise, as the Board determines at
the time of the grant of the Award or thereafter.
9.3 Forfeiture. Except as otherwise determined by the Board at the time of
the grant of the Award or thereafter, upon termination of employment during the
applicable restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited and reacquired by the Company; provided,
however, that the Board may provide in any Award Agreement that restrictions or
forfeiture conditions relating to Restricted Stock will be waived in whole or in
part in specified circumstances, and the Board may in other cases waive in whole
or in part restrictions or forfeiture conditions relating to Restricted Stock.
9.4 Payment and Certificates for Restricted Stock. If a Restricted Stock
Award provides for the purchase of Stock by a Participant, payment shall be made
pursuant to Article 11 of the Plan. Restricted Stock granted under the Plan may
be evidenced in such manner as the Board shall determine. To the extent that an
Award is granted in the form of newly issued Restricted Stock, the Award
recipient, as a condition to the grant of such an Award, shall be required to
pay to the Company in cash, cash equivalents or other legal consideration an
amount equal to the par value of such Restricted Stock. To the extent that an
Award is granted in the form of Restricted Stock from the Company's treasury, no
such cash consideration shall be required of the Award recipients. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the Company shall retain physical possession of the certificate until such time
as all applicable restrictions lapse.
ARTICLE 10: STOCK-REFERENCE AWARDS
10.1 Grant of Stock-Reference Awards. The Board is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that are payable in, valued in whole or in part by reference to, or otherwise
based on or related to shares of Stock, as deemed by the Board to be consistent
with the purposes of the Plan, including without limitation shares of Stock
awarded purely as a "bonus" and not subject to any restrictions or conditions,
other rights convertible or exchangeable into shares of Stock, and awards valued
by reference to book value of shares of Stock or the value of securities of or
the performance of specified divisions or Subsidiaries of the Company. The Board
shall determine the terms and conditions of such Awards.
5
<PAGE> 21
ARTICLE 11: PAYMENT FOR STOCK PURCHASES;
WITHHOLDING TAXES; RELOAD OPTIONS
11.1 Payment. Payment for Stock purchased pursuant to the Plan may be made
in cash (by check) or, where expressly approved for the Participant by the Board
in an Award Agreement or otherwise in writing and where permitted by law:
(a) by cancellation of indebtedness of the Company to the Participant;
(b) by surrender of (or attestation to the ownership of) Stock valued
at Fair Market Value on the date new Stock is purchased under the Plan;
provided, however, that such surrender or attestation shall not be
permitted if such action would cause the Company to recognize compensation
expense (or additional compensation expense) with respect to the Award for
financial reporting purposes;
(c) by waiver of compensation due or accrued to Participant for
services rendered;
(d) by tender of property acceptable to the Board;
(e) with respect only to purchases upon exercise of an Option, and
provided that a public market for the Company's stock then exists:
(1) through a "same day sale" commitment from Participant and a
broker-dealer that is a member of the National Association of Securities
Dealers (a "NASD Dealer") whereby Participant irrevocably elects to
exercise the Option and to sell a portion of the Stock so purchased to
pay for the exercise price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Stock to forward the exercise price
directly to the Company;
(2) through a "margin" commitment from Participant and a NASD
Dealer whereby Participant irrevocably elects to exercise the Option and
to pledge the Stock so purchased to the NASD Dealer in a margin account
as security for a loan from the NASD Dealer in the amount of the
exercise price, and whereby the NASD Dealer irrevocably commits upon
receipt of such Stock to forward the exercise price directly to the
Company; or
(3) through any other "cashless exercise" procedure approved by the
Board; or
(f) by any combination of the foregoing, or any other method of
payment acceptable to the Board in its sole discretion.
11.2 Loan Guarantees. The Board may, in its discretion, help the
Participant pay for Shares purchased under the Plan by authorizing a guarantee
by the Company of a third-party loan to the Participant.
11.3 Tax Withholding. The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any taxable event arising as a result of this Plan. Whenever,
under the Plan, payments in satisfaction of Awards are to be made in cash, such
payment shall be net of an amount sufficient to satisfy federal, state, and
local withholding tax requirements. With respect to withholding required upon
any taxable event relating to the issuance of Stock under the Plan, Participants
may elect (the "Election"), on or prior to the date of such taxable event, to
satisfy the withholding requirement, in whole or in part, by having the Company
or any Subsidiary withhold shares of Stock having a Fair Market Value on the
date of withholding equal to the amount to be withheld for tax purposes. The
Board may disapprove any Election or may suspend or terminate the right to make
Elections. An Election is irrevocable. The Board may, at the time any Award is
granted, require that any and all applicable tax withholding requirements be
satisfied by the withholding of shares of Stock as set forth above.
11.4 Reload Options. Award Agreements may contain a provision pursuant to
which a Participant who pays all or a portion of the exercise price of an Option
or the tax required to be withheld pursuant to an exercise of an Option by
surrendering shares of Stock pursuant to Sections 11.1 or 11.3, respectively,
shall be automatically granted an Option for the purchase of Stock equal to the
number of shares surrendered (a
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<PAGE> 22
"Reload Option"). The grant of the Reload Option shall be effective on the date
the Participant surrenders the shares of Stock in respect of which the Reload
Option is granted (the "Reload Date"). The Reload Option shall have an exercise
price equal to the Fair Market Value of the Stock on the Reload Date, and shall
have a term which is no longer, and which shall lapse no later, than the
original term of the underlying option. If stock otherwise available under an
Incentive Stock Option is withheld pursuant to Section 11.3, any Reload Option
granted in connection with the withholding shall be treated as a new Incentive
Stock Option, subject to the rules set forth in Section 6.2.
ARTICLE 12: PROVISIONS APPLICABLE TO AWARDS
12.1 Stand-Alone, Tandem, and Substitute Awards. Awards granted under the
Plan may, in the discretion of the Board, be granted either alone or in addition
to, in tandem with, or in substitution for, any other Award granted under the
Plan. Awards granted in addition to or in tandem with other Awards may be
granted either at the same time as or at a different time from the grant of such
other Awards.
12.2 Modification or Assumption of Awards. Within the limitations of the
Plan, the Board may modify, extend or assume outstanding Awards or may accept
the cancellation of outstanding Awards (whether granted by the Company or by
another issuer) in return for the grant of new Awards for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Award shall, without the
consent of the Participant, alter or impair his or her rights or obligations
under such Award.
12.3 Exchange Provisions. The Board may at any time offer to exchange or
buy out any previously granted Award for a payment in cash, Stock, or another
Award, based on the terms and conditions the Board determines and communicates
to the Participant at the time the offer is made.
12.4 Term of Award. The term of each Award shall be for the period as
determined by the Board, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right exceed a period of ten
years from the date of its grant.
12.5 Form of Payment for Awards. Subject to the terms of the Plan and any
applicable law or Award Agreement, payments or transfers to be made by the
Company or a Subsidiary on the grant or exercise of an Award may be made in such
forms as the Board determines at or after the time of grant, including without
limitation, cash, Stock, other Awards, or other property, or any combination,
and may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case determined in accordance with rules adopted by, and
at the discretion of, the Board.
12.6 Limits on Transfer. No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or a Subsidiary. Except as otherwise provided below, no Award shall be
assignable or transferable by a Participant other than by will or the laws of
descent and distribution or, except in the case of an Incentive Stock Option,
pursuant to a "domestic relations order" as defined in the Code or Title I of
the Employee Retirement Income Security Act, or the rules thereunder. In the
Award Agreement for any Award other than an Award that includes an Incentive
Stock Option, the Board may allow a Participant to assign or otherwise transfer
all or a portion of the rights represented by the Award to specified individuals
or classes of individuals, or to a trust or other entity benefiting such
individuals or classes of individuals, subject to such restrictions,
limitations, or conditions as the Board deems appropriate. At the discretion of
the Board, the Company may reserve to itself or its assignees in any Award (a) a
right of first refusal to purchase any Stock which a Participant may propose to
transfer to a third party and/or (b) a right to repurchase any and all Stock
held by a Participant upon the Participant's termination of employment or other
relationship with the Company or its Parent or Subsidiary for any reason,
including Death or Disability, at a price for such Stock as determined by the
Board.
12.7 Market Standoff. In connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act, a Participant shall not sell, make any
short sale of, loan, hypothecate, pledge, grant any option for the purchase of,
or
7
<PAGE> 23
otherwise dispose or transfer for value or otherwise agree to engage in any of
the foregoing transactions with respect to, any Stock issued pursuant to an
Award granted under the Plan without the prior written consent of the Company or
its underwriters. Such limitations shall be in effect for such period of time as
may be requested by the Company or such underwriters and agreed to by the
Company's officers and directors with respect to their shares; provided,
however, that in no event shall such period exceed 180 days. The limitations of
this subsection shall in all events terminate two years after the effective date
of the Company's initial public offering. Holders of Stock issued pursuant to an
Award granted under the Plan shall be subject to the market standoff provisions
of this subsection only if the officers and directors of the Company are also
subject to similar arrangements.
In the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
Company's outstanding Stock effected as a class without the Company's receipt of
consideration, then any new, substituted or additional securities distributed
with respect to the purchased Stock shall be immediately subject to the
provisions of this subsection, to the same extent the purchased Stock is at such
time covered by such provisions.
In order to enforce the limitations of this subsection, the Company may
impose stop-transfer instructions with respect to the purchased Stock until the
end of the applicable standoff period.
12.8 Stock Certificates. All Stock certificates delivered under the Plan
are subject to any stop-transfer orders and other restrictions as the Board
deems necessary or advisable to comply with federal or state securities laws,
rules, and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Board may place legends on any Stock certificate to reference restrictions
applicable to the Stock.
ARTICLE 13: CHANGES IN CAPITAL STRUCTURE
13.1 General; Adjustments. In the event of a subdivision of the
outstanding Stock, a declaration of a dividend payable in Stock, a declaration
of a dividend payable in a form other than Stock in an amount that has a
material effect on the price of the Stock, a combination or consolidation of the
outstanding Stock (by classification or otherwise) into a lesser number of
shares of Stock, a recapitalization, a spin-off or a similar occurrence, or the
assumption and conversion of outstanding grants of a company acquired by the
Company or its Subsidiary, the Board shall make such adjustments as it, in its
sole discretion, deems appropriate in one or more of (a) the number of shares of
Stock available for future Awards under Article 3, (b) the limitations set forth
in Article 3, (c) the number and kind of shares of Stock covered by each
outstanding Award or (d) the exercise price under each outstanding Option and
other Award in the nature of rights that may be exercised. Except as provided in
this Article 13, a Participant shall have no rights by reason of any issue by
the Company of stock of any class or securities convertible into stock of any
class, any subdivision or consolidation of shares of stock of any class, the
payment of any stock dividend or any other increase or decrease in the number of
shares of stock of any class.
13.2 Dissolution or Liquidation. To the extent not previously exercised,
Awards shall terminate immediately prior to the dissolution or liquidation of
the Company.
13.3 Reorganizations. In the event that the Company is a party to a
merger, consolidation or other reorganization, outstanding Awards shall be
subject to the agreement of merger, consolidation or reorganization. The Board
may cause such agreement to provide, without limitation, (a) for the
continuation of outstanding Awards by the Company (if the Company is a surviving
corporation), (b) for their assumption by the surviving corporation or its
parent or subsidiary, (c) for the substitution by the surviving corporation or
its parent or subsidiary of its own awards for such Awards, (d) for accelerated
vesting, accelerated expiration and/or lapse of restrictions, or (e) for
settlement in cash or cash equivalents. If the Board does not cause such
agreement to provide for one of the alternatives in (a), (b), (c), (d) or (e)
above, then all outstanding Options and other Awards in the nature of rights
that may be exercised shall become fully exercisable and all restrictions on
other Awards shall lapse, upon the effectiveness of the transactions
contemplated by such agreement.
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<PAGE> 24
ARTICLE 14: AMENDMENT, MODIFICATION, AND TERMINATION
14.1 Amendment, Modification, and Termination. With the approval of the
Board, at any time and from time to time, the Board may terminate, amend, or
modify the Plan. An amendment or modification of the Plan shall be subject to
the approval of the stockholders of the Company only to the extent required by
applicable laws, regulations and rules.
14.2 Awards Previously Granted. No termination, amendment, or modification
of the Plan shall adversely affect in any material way any Award previously
granted under the Plan, without the written consent of the Participant.
ARTICLE 15: GENERAL PROVISIONS
15.1 No Rights to Awards. No Participant or employee shall have any claim
to be granted any Award under the Plan, and neither the Company nor the Board is
obligated to treat Participants and employees uniformly.
15.2 No Stockholders Rights. No Award gives the Participant any of the
rights of a stockholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Award.
15.3 No Right to Employment. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment or other relationship with
the Company at any time, nor confer upon any Participant any right to continue
in the employment or any other relationship of the Company or any Subsidiary.
15.4 Unfunded Status of Awards. The Plan is intended to be an "unfunded"
plan for incentive and deferred compensation. With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Subsidiary.
15.5 Relationship to Other Benefits. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the
Company or any Subsidiary.
15.6 Expenses. The expenses of administering the Plan shall be borne by
the Company and its Subsidiaries.
15.7 Titles and Headings. The titles and headings of the Articles and
Sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles or headings, shall
control.
15.8 Fractional Shares. No fractional shares of stock shall be issued and
the Board shall determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares shall be eliminated
by rounding up.
15.9 Securities Law Compliance. With respect to any person who is, on the
relevant date, obligated to file reports under Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Section 16 or its successors under the Exchange Act. To the extent
any provision of the Plan or any Award Agreement or any action by the Board
fails to so comply, it shall be void to the extent permitted by law and voidable
as deemed advisable by the Board.
15.10 Government and Other Regulations. The obligation of the Company to
make payment of awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by government agencies as
may be required. The Company shall be under no obligation to register under the
Securities Act, any of the shares of Stock paid under the Plan. If the shares of
Stock paid under the Plan may in certain circumstances be exempt from
registration under the Securities Act, the Company may restrict the transfer of
such shares in such manner as it deems advisable to ensure the availability of
any such exemption. As a condition to the exercise of an Option or any other
receipt of Stock pursuant to an Award under the Plan,
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<PAGE> 25
the Company may require the Participant to represent and warrant at the time of
any such exercise or receipt that such Stock is being purchased or received only
for the Participant's own account and without any present intention to sell or
distribute such Stock if, in the opinion of counsel for the Company, such a
representation is required by any relevant provision of the aforementioned laws.
At the option of the company, a stop-transfer order against any such Stock may
be placed on the official stock books and records of the Company, and a legend
indicating that such Stock may not be pledged, sold or otherwise transferred,
unless an opinion of counsel is provided (concurred in by counsel for the
Company) standing that such transfer is not in violation of any applicable law
or regulation, may be stamped on stock certificates to ensure exemption from
registration. The Board may also require such other action or agreement by the
Participant as may from time to time be necessary to comply with federal and
state securities laws.
15.11 Governing Law. The Plan and all Award Agreements shall be construed
in accordance with and governed by the laws of the State of Arizona.
15.12 Nonexclusivity of the Plan. Neither the adoption of the Plan nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations upon the right and authority of the Board
to adopt such other incentive compensation arrangements (which arrangements may
be applicable either generally to a class or classes of individuals or
specifically to a particular individual or individuals) as the Board in its
discretion determines desirable, including, without limitation, the granting of
stock options or other rights otherwise than under the Plan.
ARTICLE 16: DEFINITIONS
16.1 Definitions. The following words and phrases shall have the following
meanings for purposes of this Plan:
(a) "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Unit, Stock-Reference Award or any other right or
interest relating to Stock, cash or property, granted to a Participant
under the Plan.
(b) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.
(c) "Board" means the Board of Directors of the Company or, if the
context so requires, a Committee thereof appointed pursuant to Article 5.
(d) "Cause" means (i) conviction of any crime involving fraud or gross
misconduct, (ii) noncompliance with reasonable directives of the Board or
its designees, (iii) violation of Company rules, policies or procedures or
of the Plan or any applicable Award Agreement.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Committee" means the committee of the Board described in Article
5.
(g) "Disability" means the following: A Participant shall be disabled
if he or she is unable to perform the duties of his customary position of
employment by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which can be
expected to last for a continuous period of not less than 12 months. The
Board may require such medical or other evidence as it deems necessary to
judge the nature and permanency of the Participant's condition.
(h) "Fair Market Value" means with respect to Stock or any other
property, the fair market value of such Stock or other property determined
by the Board in good faith using such methods or procedures as may be
established from time to time by the Board. Unless otherwise determined by
the Board, the Fair Market Value of Stock as of any date shall be the mean
between the bid and asked quotations for the Stock on that date as reported
by the National Association of Securities Dealers Automated Quotation
System (NASDAQ) or, if there are no bid or asked quotations on such date,
the mean between the bid and asked quotations on the next preceding date
for which quotations are available. If the Stock is subsequently listed and
traded upon a recognized securities exchange or shall be quoted on a
recognized
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<PAGE> 26
national market system, the Fair Market Value shall be the closing price on
such date or, if no closing price is so reported for that date, the closing
price on the next preceding date for which a closing price was reported.
(i) "Incentive Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code or any successor provision
thereto.
(j) "Non-Qualified Stock Option" means an Option that is not intended
to be an Incentive Stock Option.
(k) "Option" means a right granted to a Participant under Article 6 of
the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.
(l) "Participant" means a person who, as an officer, employee,
consultant, independent contractor, or adviser of the Company or any
Subsidiary, has been granted an Award under the Plan.
(m) "Performance Unit" means a right granted to a Participant under
Article 8 to receive cash, Stock, or other Awards.
(n) "Plan" means the SalesLogix Corporation 1996 Equity Incentive
Plan, as amended from time to time.
(o) "Restricted Stock Award" means Stock granted to a Participant or
offered for sale to a Participant under Article 9.
(p) "Retirement" means a Participant's termination of employment with
the Company after attaining any normal or early retirement age specified in
any pension, profit sharing, or other retirement program sponsored by the
Company, if any.
(q) "Securities Act" means the Securities Act of 1933, as amended.
(r) "Stock" means Common Stock ($.001 par value) of the Company and
such other securities of the Company that may be substituted for Stock
pursuant to Article 13.
(s) "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Article 7 to receive a payment equal to the difference
between the Fair Market Value of a share of Stock as of the date of
exercise of the SAR over the grant price of the SAR, all as determined
pursuant to Article 7.
(t) "Stock-Reference Award" means a right, granted to a Participant
under Article 10.
(u) "Subsidiary" means any corporation of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.
(v) "Ten Percent Owner" means any individual who, at the date of grant
of an Incentive Stock Option, owns stock possessing more than ten percent
of the total combined voting power of all classes of Stock of the Company
or a Subsidiary. For purposes of determining such percentage, the following
rules shall apply:
(1) The individual with respect to whom such percentage is being
determined shall be considered as owning the Stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or
half blood), spouse, ancestors, and lineal descendants; and
(2) Stock owned, directly or indirectly, by or for a corporation,
partnership, estate, or trust, shall be considered as being owned
proportionately by or for its stockholders, partners, or beneficiaries.
(w) "Termination Date" means the date on which the employment (or
other service or relationship in the case of a Participant who is not an
employee of the Company) of a Participant terminates for any reason or no
reason.
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<PAGE> 27
SALESLOGIX CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING
OF STOCKHOLDERS TO BE HELD ON APRIL 3, 2000
The undersigned hereby appoints Patrick M. Sullivan and Gary R. Acord and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of SalesLogix Corporation,
which the undersigned may be entitled to vote at the Special Meeting of
Stockholders of SalesLogix Corporation, to be held at Scottsdale Conference
Resort, 7700 East McCormick Parkway, Scottsdale, Arizona 85258 on Monday, April
3, 2000 at 10:00 a.m. Mountain Standard Time, and at any and all postponements,
continuations and adjournments thereof, with all powers that the undersigned
would possess if personally present, upon and in respect of the following
matters and in accordance with the following instructions, with discretionary
authority as to any and all other matters that may properly come before the
meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY
STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN
ACCORDANCE THEREWITH.
FOLD AND DETACH HERE
Please mark [ ] your vote as indicated
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
PROPOSAL 1: To approve an amendment to the Company's Fifth Restated Certificate
of Incorporation to change the name of the Company from SalesLogix
Corporation to Interact Commerce Corporation.
<TABLE>
<S> <C> <C>
[ [ [
] FOR ] AGAINST ] ABSTAIN
</TABLE>
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
PROPOSAL 2: To approve an amendment to the Company's Amended and Restated 1996
Equity Incentive Plan to (a) increase the number of shares
authorized for issuance under the Incentive Plan by 1,800,000
shares, from a total of 4,500,000 shares to 6,300,00 shares, and (b)
to qualify equity-based compensation under the Incentive Plan for
the performance-based compensation exception under Internal Revenue
Code Section 162(m).
<TABLE>
<S> <C> <C>
[ [ [
] FOR ] AGAINST ] ABSTAIN
</TABLE>
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
<TABLE>
<S> <C>
DATED ---------------------------------------------,
2000 ------------------------------------------------------------
SIGNATURE(S)
Please sign exactly as your name appears hereon. If the
stock is registered in the names of two or more persons,
each should sign. Executors, administrators, trustees,
guardians and attorneys-in-fact should add their titles. If
signer is a corporation, please give full corporate name and
have a duly authorized officer sign, stating title. If
signer is a partnership, please sign in partnership name by
authorized person.
</TABLE>
