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EXHIBIT 10.2
CORECHANGE, INC.
2000 OUTSIDE DIRECTOR STOCK OPTION PLAN
1. PURPOSE
The purpose of this 2000 Outside Director Stock Option Plan (the
"Plan") of Corechange, Inc., a Delaware corporation (the "Company"), is to
advance the interests of the Company's stockholders by enhancing the Company's
ability to attract, retain and motivate outside directors of the Company by
providing such directors with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders.
2. ELIGIBILITY
Each director of the Company who is not an employee of the Company (an
"Eligible Director") is eligible to be granted options (an "Option") under the
Plan. Any person who has been granted an Option under the Plan shall be deemed a
"Participant."
3. ADMINISTRATION, DELEGATION
The Plan will be administered by the Board of Directors of the Company
(the "Board"). The Board shall have authority to adopt, amend and repeal such
administrative rules, guidelines and practices relating to the Plan as it shall
deem advisable. The Board may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Option in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency. All decisions by the Board shall be
made in the Board's sole discretion and shall be final and binding on all
persons having or claiming any interest in the Plan or in any Option. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.
4. STOCK AVAILABLE FOR OPTIONS
a. NUMBER OF SHARES. Subject to adjustment under Section 4(b), Options
may be granted under the Plan for up to 250,000 shares of common stock, $.01 par
value per share, of the Company (the "Common Stock"). If any Option expires or
is terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part or results in any Common Stock not being issued,
the unused Common Stock covered by such Option shall again be available for the
grant of Options under the Plan. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.
b. ADJUSTMENT TO COMMON STOCK. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a normal cash dividend, (i) the number and class of
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securities available under this Plan, (ii) the number and class of securities
and exercise price per share subject to each outstanding Option and (iii) the
number and class of securities available for automatic grants shall be
appropriately adjusted by the Company (or substituted Options may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate. If this Section 4(b)
applies and Section 6(c) also applies to any event, Section 6(c) shall be
applicable to such event, and this Section 4(b) shall not be applicable.
5. STOCK OPTIONS
a. AUTOMATIC GRANTS TO DIRECTORS.
(i) Each Eligible Director who is serving on the Board on
the effective date (the "Effective Date") of the
initial public offering (the "IPO") of the Common
Stock and who continues to serve after the closing of
the IPO shall be granted an Option to purchase 5,000
shares of Common Stock, as of the Effective Date.
(ii) Each Eligible Director who becomes a director of the
Company following the closing of the IPO shall be
granted an Option to purchase 5,000 shares of Common
Stock at the close of business on the date such
Eligible Director is first elected to serve on the
Board.
(iii) Each Eligible Director who is serving on the Board at
the adjournment of any annual meeting which begins
after the date of his or her election shall be
granted an Option to purchase 3,000 shares of Common
Stock at the close of business on the date of each
such adjournment.
b. AUTOMATIC GRANTS TO COMMITTEE CHAIRMEN.
(i) Each Eligible Director who is serving as the Chairman
of the Compensation Committee or the Audit Committee
of the Board on the Effective Date of the IPO and who
continues to serve after the closing of the IPO shall
be granted an Option to purchase 1,000 shares of
Common Stock, as of the Effective Date.
(ii) Each Eligible Director who becomes the Chairman of
the Compensation Committee or the Audit Committee of
the Board following the closing of the IPO shall be
granted an option to purchase 1,000 shares of Common
Stock at the close of business on the date such
Eligible Director is first elected to serve as
Chairman.
(iii) Each Eligible Director who is serving as the Chairman
of the Compensation Committee or the Audit Committee
of the Board at the adjournment of any annual meeting
which begins after the date of his or her election to
such position shall be granted an Option to purchase
500 shares of Common Stock at the close of business
on the date of such adjournment.
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c. OPTION EXERCISE PRICE. The option exercise price per share for
each Option granted under the Plan shall equal (i) the last reported sales price
per share of the Company's Common Stock as listed on a nationally recognized
securities exchange or the Nasdaq National Market, as the case may be, on the
date of grant (or, if no such price is reported on such date, such price as
reported on the nearest preceding day); or (ii) the fair market value of the
stock on the date of grant, as determined by the Board of Directors, if the
Common Stock is not publicly traded. Notwithstanding the preceding sentence, the
option exercise price per share for each Option granted on the Effective Date
shall be the price per share for which the Common Stock was offered to the
public.
d. EXERCISE PERIOD. Each Option shall [immediately vest and be
exercisable]. In addition, no Option may be exercised more than one year after
the Participant ceases to serve as a director of the Company. No Option shall be
exercisable after the expiration of ten (10) years from the date of grant or
prior to approval of the Plan by the stockholders of the Company.
e. PAYMENT UPON EXERCISE. Common Stock purchased upon the
exercise of an Option granted under the Plan shall be paid for as follows:
i. in cash or by check, payable to the order of the
Company;
ii. except as the Board may otherwise provide in an
Option Agreement, by delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to
deliver promptly to the Company sufficient funds to
pay the exercise price, or by delivery by the
Participant to the Company of a copy of irrevocable
and unconditional instructions to a creditworthy
broker to deliver promptly to the Company cash or a
check sufficient to pay the exercise price;
iii. to the extent permitted by the Board and explicitly
provided in an Option Agreement (i) by delivery of
shares of Common Stock owned by the Participant
valued at their fair market value as determined by
the Board in good faith ("Fair Market Value"), which
Common Stock was owned by the Participant at least
six months prior to such delivery, (ii) by delivery
of a promissory note of the Participant to the
Company on terms determined by the Board or (iii) by
payment of such other lawful consideration as the
Board may determine; or
iv. by any combination of the above permitted forms of
payment.
6. GENERAL PROVISIONS APPLICABLE TO OPTIONS
a. TRANSFERABILITY OF OPTIONS. Except as the Board may otherwise
determine or provide in an Option, Options shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.
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b. DOCUMENTATION. Each Option under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine. Each Option may
contain terms and conditions in addition to those set forth in the Plan.
c. ACQUISITION EVENTS. The Company shall give the Participant ten (10)
days notice of an Acquisition Event (as defined below), and the Option shall
expire upon the Acquisition Event. An "Acquisition Event" shall mean: (a) any
merger or consolidation which results in the voting securities of the Company
outstanding immediately prior thereto representing immediately thereafter
(either by remaining outstanding or by being converted into voting securities of
the surviving or acquiring entity) less than 50% of the combined voting power of
the voting securities of the Company or such surviving or acquiring entity
outstanding immediately after such merger or consolidation; (b) any sale of all
or substantially all of the assets of the Company; or (c) the complete
liquidation of the Company.
d. CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Option have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.
7. MISCELLANEOUS
a. NO RIGHT TO BOARD MEMBERSHIP OR OTHER STATUS. Neither the Plan nor
the granting of an Option shall be construed as giving a Participant the right
to continue as a director of the Company.
b. NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Options, no Participant or beneficiary designated by the Participant
shall have any rights as a stockholder with respect to any shares of Common
Stock to be distributed with respect to an Option until becoming the record
holder of such shares.
c. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board. No Options shall be granted under
the Plan after the completion of ten years from the date on which the Plan was
adopted by the Board, but Options previously granted may extend beyond that
date.
d. AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time.
e. GOVERNING LAW. The provisions of the Plan and all Options made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.
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CORECHANGE, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
GRANTED UNDER 2000 OUTSIDE DIRECTOR STOCK OPTION PLAN
1. GRANT OF OPTION.
This agreement evidences the grant by Corechange, Inc., a Delaware
corporation (the "Company"), on ________ , ____ (the "Grant Date") to , a
director of the Company (the "Participant"), of an option to purchase, in
whole or in part, on the terms provided herein and in the Company's 2000
Outside Director Stock Option Plan (the "Plan"), a total of ________ shares
of common stock, $.01 par value per share, of the Company ("Common Stock")
(the "Shares") at $____ per Share. Unless earlier terminated, this option
shall expire on the tenth anniversary of the Grant Date (the "Final Exercise
Date").
It is intended that the option evidenced by this agreement shall not be
an incentive stock option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant," as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2. VESTING SCHEDULE.
This option will become exercisable ("vest") as to 100% of the original
number of Shares on the Grant Date. This option shall expire upon, and will not
be exercisable after, the Final Exercise Date.
The right of exercise shall be cumulative so that to the extent the
option is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.
3. EXERCISE OF OPTION.
a. FORM OF EXERCISE. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share.
b. EXERCISE PERIOD. Each Option shall immediately vest and be
exercisable. In addition, no Option may be exercised more than one year after
the Participant ceases to serve as a director of the Company. No Option shall be
exercisable after the expiration of ten (10) years from the date of grant or
prior to approval of the Plan by the stockholders of the Company.
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4. NONTRANSFERABILITY OF OPTION.
This option may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Participant, either voluntarily or by operation of
law, except by will or the laws of descent and distribution, and, during the
lifetime of the Participant, this option shall be exercisable only by the
Participant.
5. PROVISIONS OF THE PLAN.
This option is subject to the provisions of the Plan, a copy of which
is furnished to the Participant with this option.
IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
CORECHANGE, INC.
Dated: ______________________ By: ________________________________
Name: ______________________________
Title: _____________________________
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PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Corechange, Inc. 2000 Outside Director Stock Option Plan.
PARTICIPANT:
______________________________________
Name: _____________________________
Address: _____________________________
_____________________________
_____________________________
