AMENDMENT TO THE
ANYTIME ACCESS, INC. 1997 STOCK PLAN
RECITALS
A. On July 31, 2000, Digital Insight Corporation ("Digital
Insight") acquired AnyTime Access, Inc., a California
corporation, pursuant to that certain Agreement and Plan of
Merger dated as of March 30, 2000, as amended (the "Merger
Agreement").
B. The Digital Insight Board of Directors (the "Board"),
by unanimous written consent dated July 31, 2000, (1) approved
the assumption by Digital Insight of the AnyTime Access, Inc.
1997 Stock Plan (the "Plan") and all of the then outstanding
options granted under the Plan, (2) approved the conversion of
awards outstanding under the Plan to awards to acquire Digital
Insight common stock as contemplated by the Merger Agreement, and
(3) authorized the officers of Digital Insight to carry out the
assumption of the Plan and the assumption and conversion of all
the outstanding options granted under the Plan.
C. It is advisable to amend the Plan to reflect Digital
Insight's assumption of the Plan.
AMENDMENT
The Plan is hereby amended as follows:
1. The definition of "Company" set forth in the Plan is
amended to read as follows: "Company means Digital Insight
Corporation, a Delaware corporation."
2. The definition of "Plan" is amended to read as follows:
"Plan means this 1997 Stock Plan, as Amended."
3. The number of shares of stock set forth in Section 3 of
the Plan is amended to read "425,320", which number of shares
equals the number of shares subject to the Plan immediately prior
to its assumption by Digital Insight (8,000,000), as adjusted in
accordance with the Merger Agreement to reflect the conversion of
the shares to shares of Digital Insight Common Stock.
4. Section 4(b) of the Plan is amended by adding the following
subsections (xii), (xiii) and (xiv) at the end thereof to read as
follows: "(xii) to modify or amend each Option (subject to
Section 14(c) of the Plan), including the discretionary authority
to extend the post-termination exercisability period of Options
longer than is otherwise provided for in the Plan; (xiii) to
authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option or Stock
Purchase Right previously granted by the Administrator; and (xiv)
to make all other determinations deemed necessary or advisable
for administering the Plan."
5. Section 8(a)(ii) of the Plan is amended to read as
follows: "(ii) In the case of a Nonstatutory Stock Option, the per
Share exercise price shall be determined by the Administrator. In the
case of a Nonstatutory Stock Option intended to qualify as
"performance-based" within the meaning of Section 162(m) of the
Code, the per Share exercise price shall be no less than 100% of
the Fair Market Value per share on the date of grant."
6. The first sentence of Section 9(a) of the Plan is
amended to read as follows: "Any Option granted hereunder shall
be exercisable according to the terms hereof at such times and
under such conditions as determined by the Administrator and set
forth in the Option Agreement."
7. Section 9(b) of the Plan is amended by deleting the
phrase "(of at least thirty (30) days)" in the first sentence
thereof.
8. Section 10 of the Plan is amended in its entirety to
read as follows: "Unless determined otherwise by the Administrator,
an Option or Stock Purchase Right may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent and distribution and
may be exercised, during the lifetime of the Optionee, only by
the Optionee. If the Administrator makes an Option or Stock
Purchase Right transferable, such Option or Stock Purchase Right
shall contain such additional terms and conditions as the
Administrator deems appropriate."
9. Section 11(a) of the Plan is amended by deleting the
third sentence thereof.
10. The last sentence of Section 11(b) of the Plan is
amended to read as follows: "The repurchase option shall lapse
at such rate as the Administrator may determine."
11. Section 12(b) of the Plan is amended by replacing the
phrase "fifteen (15) days" with the phrase "ten (10) days" in
the second sentence thereof.
12. Section 19 of the Plan is deleted in its entirety.
IN WITNESS WHEREOF, Digital Insight has caused this
Amendment to be executed by the undersigned duly authorized
officer.
DIGITAL INSIGHT CORPORATION,
a Delaware corporation
Dated: August 8, 2000 By: /s/ John Dorman
-------------------
John Dorman
President and Chief
Executive Officer
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