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EXHIBIT 10.11
OBJECTSPACE, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The ObjectSpace, Inc. Non-Employee Director Stock Option Plan
(hereinafter called the "PLAN") was adopted by the Board of Directors of
ObjectSpace, Inc., a Delaware corporation (hereinafter called the "COMPANY"),
effective as of March 11, 2000.
ARTICLE 1
PURPOSE
The purpose of the Plan is to attract and retain Outside Directors of
ObjectSpace, Inc. and to provide such persons with a proprietary interest in
the Company through the issuance of Common Stock that will
(a) increase the interest of such persons in the Company's
welfare;
(b) furnish an incentive to such persons to continue their
services for the Company; and
(c) provide a means through which the Company may attract
able persons as directors.
ARTICLE 2
DEFINITIONS
For the purpose of the Plan, unless the context requires otherwise,
the following terms shall have the meanings indicated:
2.1 "Affiliate" of a person "affiliated" with, a specified person or
entity, is a person that directly, or indirectly through one or more
intermediaries, possesses the power to direct or cause the direction of the
management and policies of the specified person or entity, whether through the
ownership of voting securities, by contract or otherwise.
2.2 "BOARD" means the board of directors of the Company.
2.3 "CHANGE OF CONTROL" means any of the following: (i) any
consolidation, merger or share exchange of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of the
Company's Common Stock would be converted into cash, securities or other
property, other than a consolidation, merger or share exchange of the Company
in which the holders of the Company's Common Stock immediately prior to such
transaction have the same proportionate
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EXHIBIT 10.11
ownership of Common Stock of the surviving corporation immediately after such
transaction; (ii) any sale, lease, exchange or other transfer (excluding
transfer by way of pledge or hypothecation) in one transaction or a series of
related transactions, of all or substantially all of the assets of the
Company; (iii) the stockholders of the Company approve any plan or proposal
for the liquidation or dissolution of the Company; (iv) the cessation of
control (by virtue of their not constituting a majority of directors) of the
Board by the individuals (the "CONTINUING DIRECTORS") who (x) at the date of
this Plan were directors or (y) become directors after the date of this Plan
and whose election or nomination for election by the Company's stockholders,
was approved by a vote of at least two-thirds of the directors then in office
who were directors at the date of this Plan or whose election or nomination
for election was previously so approved; (v) the acquisition of beneficial
ownership (within the meaning of Rule 13d-3 under the 1934 Act) of an
aggregate of twenty percent (20%) of the voting power of the Company's
outstanding voting securities by any person or group (as such term is used in
Rule 13d-5 under the 1934 Act) who beneficially owned less than 15% of the
voting power of the Company's outstanding voting securities on the date of
this Plan, or the acquisition of beneficial ownership of an additional 5% of
the voting power of the Company's outstanding voting securities by any person
or group who beneficially owned at least 15% of the voting power of the
Company's outstanding voting securities on the date of this Plan, PROVIDED,
HOWEVER, that notwithstanding the foregoing, an acquisition shall not
constitute a Change of Control hereunder if the acquirer is (x) a trustee or
other fiduciary holding securities under an employee benefit plan of the
Company and acting in such capacity, (y) a Subsidiary of the Company or a
corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of voting securities
of the Company or (z) any other person whose acquisition of shares of voting
securities is approved in advance by a majority of the Continuing Directors;
or (vi) in a Title 11 bankruptcy proceeding, the appointment of a trustee or
the conversion of a case involving the Company to a case under Chapter 7.
2.4 "CODE" means the Internal Revenue Code of 1986, as amended.
2.5 "COMMITTEE" means the committee appointed or designated by the
Board to administer the Plan in accordance with ARTICLE 3 of this Plan.
2.6 "COMMON STOCK" means the common stock which the Company is
currently authorized to issue or may in the future be authorized to issue.
2.7 "COMPANY" means ObjectSpace, Inc., a Delaware corporation, and
any successor entity.
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EXHIBIT 10.11
2.8 "DATE OF GRANT" means the effective date on which a Stock Option
is awarded to an Outside Director as set forth in the applicable Stock Option
Agreement in accordance with the terms of the Plan.
2.9 "EMPLOYEE" means common law employee (as defined in accordance
with the Regulations and Revenue Rulings then applicable under Section 3401(c)
of the Code) of the Company or any Subsidiary of the Company.
2.10 "FAIR MARKET VALUE" means, as of a particular date, the mean of
the highest and lowest prices per share on the principal national securities
exchange on which the same are listed on the appropriate date, or in the
absence of reported sales on such day, the most recent previous day for which
sales were reported.
2.11 "OPTIONED SHARES" means the full shares of Common Stock which a
Participant may purchase pursuant to the exercise of a Stock Option granted
pursuant to this Plan.
2.12 "OPTION PERIOD" means the period during which a Stock Option may
be exercised.
2.13 "OPTION PRICE" means the price which must be paid by a
Participant upon exercise of a Stock Option to purchase a share of Common
Stock.
2.14 "OUTSIDE DIRECTOR" means a director of the Company who is not,
and has not been for the three years prior to their election or appointment to
the Board been, an Employee or a director, officer or employee of any entity
that owns, when considered together with that entity's Affiliates, more than
five percent (5%) of any class of the Company's outstanding capital stock.
2.15 "PARTICIPANT" shall mean an Outside Director of the Company.
2.16 "PLAN" means this ObjectSpace, Inc. Outside Director Stock
Option Plan, as amended from time to time.
2.17 "PLAN YEAR" means a yearly period during the term of the Plan
beginning on the date of the Company's annual meeting of stockholders and
ending on the day before the Company's next annual meeting of stockholders.
2.18 "RETIREMENT" means Termination of Service as a Director at or
after attaining age 62.
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EXHIBIT 10.11
2.19 "STOCK OPTION" means a non-qualified option to purchase Common
Stock granted under the Plan.
2.20 "STOCK OPTION AGREEMENT" means a written agreement between a
Participant and the Company which sets out the terms of the grant of a Stock
Option.
2.21 "SUBSIDIARY" means (i) any corporation in an unbroken chain of
corporations beginning with the Company, if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing a
majority of the total combined voting power of all classes of stock in one of
the other corporations in the chain, (ii) any limited partnership, if the
Company or any corporation described in item (i) above owns a majority of the
general partnership interest and a majority of the limited partnership
interests entitled to vote on the removal and replacement of the general
partner, and (iii) any partnership or limited liability company, if the
partners or members thereof are composed only of the Company, any corporation
listed in item (i) above or any limited partnership listed in item (ii) above.
"Subsidiaries" means more than one of any such corporations, limited
partnerships, partnerships or limited liability companies.
2.22 "TERMINATION OF SERVICE AS A DIRECTOR" occurs when a Participant
who is an Outside Director of the Company shall cease to serve as a director
of the Company for any reason.
2.23 "TOTAL AND PERMANENT DISABILITY" means that the Participant,
because of ill health, physical or mental disability or any other reason
beyond his or her control, is unable to perform his or her duties as a
director for a period of six (6) continuous months, as determined in good
faith by the Committee.
ARTICLE 3
ADMINISTRATION
The Plan shall be administered by a committee appointed by the Board
(the "COMMITTEE"). The Committee shall consist of not fewer than two persons,
each of whom must be a "Non-Employee Director", as defined in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as such rule now exists
or may hereafter be amended. Any member of the Committee may be removed at any
time, with or without cause, by resolution of the Board. Any vacancy occurring
in the membership of the Committee may be filled by appointment by the Board.
The Committee shall select one of its members to act as its Chairman
and shall make such rules and regulations for its operation as it deems
appropriate. A majority of the Committee shall constitute a quorum, and the
act of a majority of the members of
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EXHIBIT 10.11
the Committee present at a meeting at which a quorum is present shall be the
act of the Committee. The Committee, in its discretion, shall (i) interpret
the Plan, (ii) prescribe, amend, and rescind any rules and regulations
necessary or appropriate for the administration of the Plan, and (iii) make
such other determinations and take such other action as it deems necessary or
advisable in the administration of the Plan; provided, however, that the
Committee shall have no discretion with respect to the eligibility or
selection of Outside Directors to receive awards under the Plan or the time at
which any such awards are to be granted, and provided further, that the
Committee shall not have the authority to take any action or make any
determination that would materially increase the benefits accruing to
Participants under the Plan. Any interpretation, determination, or other
action made or taken by the Committee shall be final, binding, and conclusive
on all interested parties.
ARTICLE 4
ELIGIBILITY; GRANT OF OPTIONS
4.1 AUTOMATIC GRANT OF OPTIONS. On the first day of every Plan Year,
each Outside Director serving as such on that date shall automatically be
granted a Stock Option to purchase thirty thousand (30,000) shares of Common
Stock on such date, without further action by the Committee.
On the first day following an Outside Director's re-election to the
Board, that outside Director shall be automatically be granted a Stock Option
to purchase twenty thousand (20,000) shares of Common Stock on such date,
without further action by the Committee.
4.2 VESTING; TIME OF EXERCISE. Stock Options granted pursuant to
Section 4.1 will be exercisable in the following cumulative
installments:
FIRST INSTALLMENT: A Stock Option will be exercisable for up to 50% of
the Optioned Shares (rounded down so that no fractional share is
exercisable) at any time following the first anniversary of the Date
of Grant.
SECOND INSTALLMENT: A Stock Option will be exercisable for the
remainder of the Optioned Shares not exercisable in the first
installment at any time following the second anniversary of the Date
of Grant.
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EXHIBIT 10.11
Notwithstanding the foregoing, the vesting of installments under
Stock Options granted pursuant to Section 4.1 shall automatically accelerate
and the Stock Options shall be exercisable in full upon (i) the Participant's
death, (ii) the Participant's Termination of Service as a Director as a result
of Total and Permanent Disability, or (iii) the occurrence of a Change of
Control. The determination of the Committee that any of the foregoing
conditions has been met shall be binding and conclusive on all parties.
4.3 STOCK OPTION AGREEMENT. The grant of a Stock Option shall be
evidenced by a Stock Option Agreement setting forth the total number of shares
of Common Stock subject to the Stock Option, the Option Price, the maximum
term of the Stock Option, the Date of Grant, and such other terms and
provisions as are approved by the Committee, but not inconsistent with the
Plan. The Company shall execute a Stock Option Agreement with a Participant
promptly after the Date of Grant of the Stock Option.
ARTICLE 5
SHARES SUBJECT TO PLAN
The maximum number of shares of Common Stock that may be issued under
the Plan is five hundred thousand (500,000) (as may be adjusted in accordance
with ARTICLES 11 and 12 hereof). All Stock Options granted under the Plan
shall be designated as non-qualified stock options. Shares of Common Stock to
be issued under the Plan may be made available from either authorized but
unissued Common Stock or Common Stock held by the Company in its treasury.
Shares of Common Stock previously subject to Stock Options that are forfeited,
terminated, or settled in cash in lieu of Common Stock, or expired unexercised
shall immediately become available for grants of Stock Options under the Plan.
During the term of this Plan, the Company will at all times reserve
and keep available the number of shares of Common Stock that shall be
sufficient to satisfy the requirements of this Plan.
ARTICLE 6
OPTION PRICE
The Option Price for any share of Common Stock which may be purchased
under a Stock Option shall be One Hundred Percent (100%) of the Fair Market
Value of the share on the Date of Grant.
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EXHIBIT 10.11
ARTICLE 7
OPTION PERIOD; FORFEITURE
No Stock Option granted under the Plan may be exercised at any time
after the end of its Option Period.
The Option Period for each Stock Option will terminate on the first
of the following to occur:
(a) 5 p.m. on the seventh anniversary of the Date of Grant;
(b) 5 p.m. on the date which is one (1) year following the
Participant's Termination of Service as a Director due to death or
Total and Permanent Disability;
(c) 5 p.m. on the date that is two (2) years following the
Participant's Termination of Service as a Director due to Retirement;
provided that any installment not vested and exercisable on the
Participant's Retirement shall terminate and be forfeited on such
date; or
(d) 5 p.m. on the date that is thirty (30) days after any
other Termination of Service as a Director; provided that any
installment not vested and exercisable on the date of such Termination
of Service as a Director shall terminate and be forfeited on such
date.
ARTICLE 8
EXERCISE OF OPTION
Stock Options may be exercised during the Option Period. Stock
Options may be exercised at such times and in such amounts as provided in this
Plan and the applicable Stock Option Agreements, subject to the terms,
conditions, and restrictions of the Plan.
In no event may a Stock Option be exercised or shares of Common Stock
be issued pursuant to a Stock Option if a necessary listing of the shares on a
stock exchange or any registration under state or federal securities laws
required under the circumstances has not been accomplished. No Stock Option
may be exercised for a fractional share of Stock. The granting of a Stock
Option shall impose no obligation upon the Participant to exercise that Stock
Option.
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EXHIBIT 10.11
Subject to such administrative regulations as the Committee may from
time to time adopt, a Stock Option may be exercised by the delivery of written
notice to the Committee setting forth the number of shares of Common Stock
with respect to which the Stock Option is to be exercised and the date of
exercise thereof (the "EXERCISE DATE") which shall be at least three (3) days
after giving such notice unless an earlier time shall have been mutually
agreed upon. On the Exercise Date, the Participant shall deliver to the
Company consideration with a value equal to the total Option Price of the
shares of Common Stock to be purchased, payable (a) in cash, check, bank
draft, or money order payable to the order of the Company, and/or (b) in any
other form of consideration that is acceptable to the Committee in its sole
discretion.
Upon payment of all amounts due from the Participant, the Company
shall cause certificates for the Common Stock then being purchased to be
delivered to the Participant (or the person exercising the Participant's Stock
Option in the event of his death) at its principal business office promptly
after the Exercise Date. The obligation of the Company to deliver shares of
Common Stock shall, however, be subject to the condition that if at any time
the Committee shall determine in its discretion that the listing,
registration, or qualification of the Stock Option or the Common Stock upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Stock Option or the issuance or
purchase of shares of Common Stock thereunder, the Stock Option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent, or approval shall have been effected or obtained free
of any conditions not acceptable to the Committee.
If the Participant fails to pay for any of the Common Stock specified
in such notice or fails to accept delivery thereof, the Participant's right to
purchase such Common Stock may be terminated by the Company.
ARTICLE 9
AMENDMENT OR DISCONTINUANCE
Subject to the limitations set forth in this ARTICLE 9, the Board may
at any time and from time to time, without the consent of the Participants,
suspend or discontinue the Plan in whole or in part. The Board may amend the
Plan at any time and for any reason without stockholder approval; provided,
however, that the Board may condition any amendment on the approval of
stockholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities or other applicable laws, policies and
regulations.
Subject to the forgoing, any such amendment shall, to the extent
deemed necessary or advisable by the Committee, be applicable to any
outstanding Stock
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EXHIBIT 10.11
Options theretofore granted under the Plan, notwithstanding any contrary
provisions contained in any Stock Option Agreement. In the event of any such
amendments to the Plan, the holder of any Stock Option outstanding under the
Plan shall, upon request of the Committee and as a condition to the
exercisability thereof, execute a conforming amendment in the form prescribed
by the Committee to any Stock Option Agreement relating thereto within such
reasonable time as the Committee shall specify in such request.
Notwithstanding anything contained in this Plan to the contrary, unless
required by law, no action contemplated or permitted by this ARTICLE 9 shall
adversely affect any rights of Participants or obligations of the Company to
Participants with respect to any Stock Options theretofore granted under the
Plan without the consent of the affected Participant.
ARTICLE 10
STOCKHOLDER APPROVAL; TERM
Anything in the Plan to the contrary notwithstanding, the
effectiveness of the Plan and of the grant of all Stock Options hereunder is
in all respects subject to the approval of the Plan by the affirmative vote of
the holders of a majority of the shares of the Common Stock present in person
or by proxy and entitled to vote at a meeting of stockholders at which the
Plan is presented for approval. Stock Options may be granted under the Plan
prior to the time of stockholder approval. Any such Stock Options granted
prior to such stockholder approval shall be subject to such stockholder
approval. Unless sooner terminated by action of the Board, the Plan will
terminate on March 10, 2010, but Stock Options granted before such date will
continue to be effective in accordance with their terms and conditions.
ARTICLE 11
CAPITAL ADJUSTMENTS
If at any time while the Plan is in effect or unexercised Stock
Options are outstanding there shall be any increase or decrease in the number
of issued and outstanding shares of Common Stock resulting from (1) the
declaration or payment of a stock dividend, (2) any recapitalization resulting
in a stock split-up, combination, or exchange of shares of Common Stock, or
(3) other increase or decrease in such shares of Common Stock effected without
receipt of consideration by the Company, then and in such event:
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EXHIBIT 10.11
(i) An appropriate adjustment shall be made in the maximum
number of shares of Common Stock then subject to being issued under
the Plan, to the end that the same proportion of the Company's issued
and outstanding shares of Common Stock shall continue to be subject to
being so issued.
(ii) Appropriate adjustments shall be made in the number of
shares of Common Stock subject to purchase pursuant to Stock Options
to be granted under ARTICLE 4 of the Plan, to the end that Stock
Options to purchase the same proportion of the Company's issued and
outstanding shares of Common Stock shall be granted under ARTICLE 4.
(iii) Appropriate adjustments shall be made in the number of
shares of Common Stock and the Option Price thereof then subject to
purchase pursuant to each such Stock Option previously granted and
unexercised, to the end that the same proportion of the Company's
issued and outstanding shares of Common Stock in each such instance
shall remain subject to purchase at the same aggregate Option Price.
Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such
shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of or Option Price of shares
of Common Stock then subject to outstanding Stock Options granted under the
Plan.
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EXHIBIT 10.11
Upon the occurrence of each event requiring an adjustment with
respect to any Stock Option, the Company shall mail to each Participant its
computation of such adjustment which shall be conclusive and shall be binding
upon each such Participant.
ARTICLE 12
RECAPITALIZATION, MERGER AND CONSOLIDATION
12.1 GENERAL. The existence of this Plan and Stock Options granted
hereunder shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the Company's capital structure and its
business, or any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or preference stocks ranking prior to or
otherwise affecting the Common Stock or the rights thereof (or any rights,
options, or warrants to purchase same), or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
12.2 ADJUSTMENT; COMPANY SURVIVES. Subject to any required action by
the stockholders, if the Company shall be the surviving or resulting
corporation in any merger, consolidation or share exchange, any Stock Option
granted hereunder shall pertain to and apply to the securities or rights
(including cash, property, or assets) to which a holder of the number of
shares of Common Stock subject to the Stock Option would have been entitled.
12.3 ADJUSTMENT; COMPANY DOES NOT SURVIVE. In the event of any
reorganization, merger, consolidation or share exchange pursuant to which the
Company is not the surviving or resulting corporation, there shall be
substituted for each share of Common Stock subject to the unexercised portions
of such outstanding Stock Options that number of shares of each class of stock
or other securities or that amount of cash, property or assets of the
surviving, resulting or consolidated company which were distributed or are to
be distributed to the stockholders of the Company in respect of each share of
Common Stock held by them, such outstanding Stock Options to be thereafter
exercisable for such stock, securities, cash or property in accordance with
their terms. Notwithstanding the foregoing, however, the Committee, in its
sole discretion, may cancel all such Stock Options as of the effective date of
any such reorganization, merger, consolidation, share exchange or of any
dissolution or liquidation of the Company by giving notice to each holder
thereof or his personal representative of its intention to do so and by
permitting the purchase, during the thirty (30) day period next preceding such
effective date, of all of the shares of Common Stock subject to such
outstanding Stock Options.
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EXHIBIT 10.11
12.4 NOTICE OF ADJUSTMENT. Upon the occurrence of each event
requiring an adjustment of the Option Price or the number of shares of Common
Stock purchasable pursuant to Stock Options granted pursuant to the terms of
this Plan, the Company shall mail to each Participant its computation of such
adjustment, which shall be conclusive and shall be binding upon each such
Participant.
ARTICLE 13
LIQUIDATION OR DISSOLUTION
In case the Company shall, at any time while any Stock Option under
this Plan shall be in force and remain unexpired, (i) sell all or
substantially all of its property, or (ii) dissolve, liquidate, or wind up its
affairs, then each Participant may thereafter receive upon exercise hereof (in
lieu of each share of Common Stock of the Company which such Participant would
have been entitled to receive) the same kind and amount of any securities or
assets as may be issuable, distributable, or payable upon any such sale,
dissolution, liquidation, or winding up with respect to each share of Common
Stock of the Company. If the Company shall, at any time prior to the
expiration of any Stock Option, make any partial distribution of its assets,
in the nature of a partial liquidation, whether payable in cash or in kind
(but excluding the distribution of a cash dividend payable out of earned
surplus and designated as such) then in such event the Option Prices then in
effect with respect to each Stock Option shall be reduced, on the payment date
of such distribution, in proportion to the percentage reduction in the
tangible book value of the shares of the Company's Common Stock (determined in
accordance with generally accepted accounting principles) resulting by reason
of such distribution.
ARTICLE 14
MISCELLANEOUS PROVISIONS
14.1 ASSIGNABILITY. No Stock Option granted under this Plan shall be
assignable or otherwise transferable by the Participant (or his or her
authorized legal representative) during the Participant's lifetime and, after
the death of the Participant, other than by will or the laws of descent and
distribution or as provided below in this ARTICLE 14. All or a portion of a
Stock Option granted to a Participant may be assigned by such Participant to
(i) the spouse, children or grandchildren of the Participant ("IMMEDIATE
FAMILY MEMBERS"), (ii) a trust or trusts for the exclusive benefit of such
Immediate Family Members, or (iii) a partnership in which such Immediate
Family Members are the only partners, (iv) an entity exempt from federal
income tax pursuant to Section 501(c)(3) of the Code or any successor
provision, or (v) a split interest trust or pooled income fund described in
Section 2522(c)(2) of the Code or any successor provision, PROVIDED THAT (x)
there shall be no consideration for any such transfer, and
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EXHIBIT 10.11
(y) subsequent transfers of transferred Stock Options shall be prohibited
except those by will or the laws of descent and distribution. Following
transfer, any such Stock Option shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, provided that
for purposes of Articles 8, 9, 11, 12, 13 and 14 hereof the term "PARTICIPANT"
shall be deemed to include the transferee. The events of Termination of
Service shall continue to be applied with respect to the original Participant,
following which the Stock Options shall be exercisable by the transferee only
to the extent and for the periods specified in the Plan and the Stock Option
Agreement. The Committee and the Company shall have no obligation to inform
any transferee of a Stock Option of any expiration, termination, lapse or
acceleration of such Option. The Company shall have no obligation to register
with any federal or state securities commission or agency any Common Stock
issuable or issued under a Stock Option that has been transferred by a
Participant under this Section 14.1.
14.2 INVESTMENT INTENT. The Company may require that there be
presented to and filed with it by any Participant(s) under the Plan, such
evidence as it may deem necessary to establish that the Stock Options granted
or the shares of Common Stock to be purchased or transferred are being
acquired for investment purposes and not with a view to their distribution.
14.3 NO EMPLOYMENT RELATIONSHIP. Each Participant is not an Employee
of the Company. Nothing herein shall be construed to create an
employer-employee relationship between the Company and the Participant.
14.4 STOCKHOLDERS' RIGHTS. The holder of a Stock Option shall have
none of the rights or privileges of a stockholder except with respect to
shares which have been actually issued.
14.5 EFFECT OF THE PLAN. Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted a Stock Option to purchase Common Stock of the Company or
any other rights except as may be evidenced by a Stock Option Agreement, or
any amendment thereto, duly authorized by the Committee and executed on behalf
of the Company, and then only to the extent and upon the terms and conditions
expressly set forth therein.
14.6 INDEMNIFICATION OF BOARD AND COMMITTEE. No current or previous
member of the Board or the Committee, nor any officer or employee of the
Company acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all such members of the Board and the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action,
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EXHIBIT 10.11
determination or interpretation. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such
individuals may be entitled under the Company's Certificate of Incorporation
or Bylaws, by contract, as a matter of law, or otherwise.
14.7 RESTRICTIONS. This Plan, and the granting and exercise of Stock
Options hereunder, and the obligation of the Company to sell and deliver
Common Stock under such Stock Options, shall be subject to all applicable
foreign and United States laws, rules and regulations, and to such approvals
on the part of any governmental agencies or stock exchanges or transaction
reporting systems as may be required. No Common Stock or other form of payment
shall be issued with respect to any Stock Option unless the Company shall be
satisfied based on the advice of its counsel that such issuance will be in
compliance with applicable federal and state securities laws and the
requirements of any regulatory authority having jurisdiction over the
securities of the Company. Unless the Stock Options and Common Stock covered
by this Plan have been registered under the Securities Act of 1933, as
amended, each person exercising a Stock Option under this Plan may be required
by the Company to give a representation in writing in form and substance
satisfactory to the Company to the effect that he is acquiring such shares for
his own account for investment and not with a view to, or for sale in
connection with, the distribution of such shares or any part thereof. If any
provision of this Plan is found not to be in compliance with such rules, such
provision shall be null and void to the extent required to permit this Plan to
comply with such rules. Certificates evidencing shares of Common Stock
delivered under this Plan may be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any securities exchange or transaction reporting system upon which the Common
Stock is then listed or quoted, and any applicable federal, foreign and state
securities law. The Committee may cause a legend or legends to be placed upon
any such certificates to make appropriate reference to such restrictions.
14.8 GENDER AND NUMBER. Where the context permits, words in the
masculine gender shall include the feminine and neuter genders, the plural
form of a word shall include the singular form, and the singular form of a
word shall include the plural form.
14.9 TAX REQUIREMENTS. The Company shall have the right to deduct
from all amounts hereunder paid in cash or other form, any Federal, state, or
local taxes required by law to be withheld with respect to such payments. The
Participant receiving shares of Common Stock issued upon exercise of Stock
Options granted under the Plan shall be required to pay the Company the amount
of any taxes which the Company is required to withhold with respect to such
shares of Common Stock. Such payments shall be required to be made prior to
the delivery of any certificate
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<PAGE>
EXHIBIT 10.11
representing such shares of Common Stock. Such payment may be made in cash, by
check or through the delivery of shares of Common Stock owned by the
Participant (which may be effected by the actual delivery of shares of Common
Stock by the Participant or by the Company's withholding a number of shares to
be issued upon the exercise of a Stock Option, if applicable), which shares
have an aggregate Fair Market Value equal to the required minimum withholding
payment, or any combination thereof.
14.10 USE OF PROCEEDS. Proceeds from the sale of shares of Common
Stock pursuant to Stock Options granted under this Plan shall constitute
general funds of the Company.
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EXHIBIT 10.11
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed as of March 30, 2000, by its President and Secretary pursuant to
prior action taken by the Board.
OBJECTSPACE, INC.
By: /s/ DAVID NORRIS
--------------------------
David Norris, President
Attest:
By: /s/ PAUL LIPARI
--------------------------
Paul Lipari, Secretary
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