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EXHIBIT 10.11
eGAIN COMMUNICATIONS CORPORATION
2000 NON-MANAGEMENT STOCK OPTION PLAN
(Effective as of July 14, 2000)
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TABLE OF CONTENTS
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Page
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SECTION 1. PURPOSE...................................................... 1
SECTION 2. DEFINITIONS.................................................. 1
(a) "Board of Directors"........................................... 1
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(b) "Code"......................................................... 1
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(c) "Committee".................................................... 1
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(d) "Company"...................................................... 1
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(e) "Disability"................................................... 1
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(f) "Employee"..................................................... 1
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(g) "Exercise Price"............................................... 2
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(h) "Fair Market Value"............................................ 2
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(i) "ISO".......................................................... 2
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(j) "Nonstatutory Option".......................................... 2
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(k) "Offeree"...................................................... 3
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(l) "Option"....................................................... 3
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(m) "Optionee"..................................................... 3
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(n) "Plan"......................................................... 3
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(o) "Purchase Price"............................................... 3
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(p) "Service"...................................................... 3
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(q) "Share"........................................................ 3
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(r) "Stock"........................................................ 3
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(s) "Stock Option Agreement"....................................... 3
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(t) "Stock Purchase Agreement"..................................... 3
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(u) "Subsidiary"................................................... 3
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SECTION 3. ADMINISTRATION............................................... 4
(a) Committee Membership........................................... 4
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(b) Committee Procedures........................................... 4
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(c) Committee Responsibilities..................................... 4
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(d) Financial Reports.............................................. 5
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SECTION 4. ELIGIBILITY.................................................. 6
(a) General Rule................................................... 6
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SECTION 5. STOCK SUBJECT TO PLAN........................................ 6
(a) Basic Limitation............................................... 6
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(b) Additional Shares.............................................. 6
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SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES...................... 6
(a) Stock Purchase Agreement....................................... 6
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(b) Duration of Offers and Nontransferability of Rights............ 7
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(c) Purchase Price................................................. 7
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(d) Withholding Taxes.............................................. 7
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(e) Restrictions on Transfer of Shares............................. 7
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SECTION 7. TERMS AND CONDITIONS OF OPTIONS.............................. 8
(a) Stock Option Agreement......................................... 8
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(b) Number of Shares............................................... 8
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(c) Exercise Price................................................. 8
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(d) Withholding Taxes.............................................. 8
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(e) Exercisability................................................. 8
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(f) Term........................................................... 9
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(g) Nontransferability............................................. 9
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(h) Exercise of Options on Termination of Service.................. 9
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(i) No Rights as a Stockholder..................................... 9
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(j) Modification, Extension and Assumption of Options.............. 9
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(k) Restrictions on Transfer of Shares............................. 10
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SECTION 8. PAYMENT FOR SHARES........................................... 10
(a) General Rule................................................... 10
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(b) Surrender of Stock............................................. 10
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(c) Promissory Notes............................................... 10
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(d) Cashless Exercise.............................................. 11
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SECTION 9. ADJUSTMENT OF SHARES......................................... 11
(a) General........................................................ 11
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(b) Reorganizations................................................ 11
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(c) Reservation of Rights.......................................... 11
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SECTION 10. LEGAL REQUIREMENTS.......................................... 12
SECTION 11. NO EMPLOYMENT RIGHTS........................................ 12
SECTION 12. DURATION AND AMENDMENTS..................................... 12
(a) Term of the Plan............................................... 12
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(b) Right to Amend or Terminate the Plan........................... 13
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(c) Effect of Amendment or Termination ............................ 13
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SECTION 13. TAX CONSEQUENCES............................................ 13
(a) Exercising the Option.......................................... 13
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(b) Disposition of Shares.......................................... 14
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SECTION 14. EXECUTION................................................... 14
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eGAIN COMMUNICATIONS CORPORATION
2000 NON-MANAGEMENT STOCK OPTION PLAN
(Effective as of July 14, 2000)
SECTION 1. PURPOSE.
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The purpose of this Non-Management Stock Option Plan is to offer selected
employees, advisors and consultants an opportunity to acquire a proprietary
interest in the success of the Company, or to increase such interest, to
encourage such selected persons to remain in the employ of the Company and to
attract new employees with outstanding qualifications. The Plan provides for
the direct award or sale of Shares and for the grant of Options to purchase
Shares. Options granted under the Plan only include Nonstatutory Options.
SECTION 2. DEFINITIONS.
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(a) "Board of Directors" shall mean the Board of Directors of the
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Company, as constituted from time to time.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
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(c) "Committee" shall mean a committee consisting of members of the
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Board of Directors that is appointed by the Board of Directors. If no Committee
has been appointed, the entire Board of Directors shall constitute the
Committee.
(d) "Company" shall mean eGain Communications Corporation, a Delaware
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corporation.
(e) "Disability" shall means that an Optionee is unable to engage in any
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substantial gainful activity by reason of any medically determinable physical or
mental impairment.
(f) "Employee" shall mean (i) any individual who is a common-law
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employee of the Company or of a Subsidiary, or (ii) an advisor or consultant who
performs services for the Company or a Subsidiary. An officer or director of the
Company is not an Employee for purposes of the Plan.
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(g) "Exercise Price" shall mean the amount for which one Share may be
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purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.
(h) "Fair Market Value" shall mean the determination of the market price
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of Shares of the Company's Stock made by the Board, which in all cases shall be
conclusive and binding on all persons in accordance with the following
guidelines:
(i) If the Shares are traded over-the-counter on the Valuation
Date but are not traded on the Nasdaq Stock Market or the Nasdaq National Market
System, the Fair Market Value shall be equal to the mean between the last
reported representative bid and asked prices quoted for the Valuation Date by
the principal automated inter-dealer quotation system on which the Shares are
quoted or, if the Shares are not quoted on any such system, by the "Pink Sheets"
published by the National Quotation Bureau, Inc.;
(ii) If the Shares are traded over-the-counter on the Valuation
Date and are traded on the Nasdaq Stock Market or the Nasdaq National Market
System, the Fair Market Value shall be equal to the last-transaction price
quoted for the Valuation Date by the Nasdaq Stock Market or the Nasdaq National
Market;
(iii) If the Shares are traded on a stock exchange on the Valuation
Date, the Fair Market Value shall be equal to the closing price reported by the
applicable composite transactions report for the Valuation Date; and
(iv) If none of the foregoing provisions is applicable, the Fair
Market Value shall be determined by the Board in good faith on such basis as it
deems appropriate. Such determination shall be conclusive and binding on all
persons.
(i) "ISO" shall mean an employee incentive stock option described in
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Code section 422(b).
(j) "Nonstatutory Option" shall mean an employee stock option that is
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not an ISO.
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(k) "Offeree" shall mean an individual to whom the Committee has offered
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the right to acquire Shares (other than upon exercise of an Option).
(l) "Option" shall mean a Nonstatutory Option granted under the Plan and
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entitling the holder to purchase Shares.
(m) "Optionee" shall mean an individual who holds an Option.
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(n) "Plan" shall mean this eGain Communications Corporation 2000 Non-
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Management Stock Option Plan.
(o) "Purchase Price" shall mean the consideration for which one Share
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may be acquired under the Plan (other than upon exercise of an Option), as
specified by the Committee.
(p) "Service" shall mean service as an Employee.
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(q) "Share" shall mean one share of Stock, as adjusted in accordance
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with Section 9, if applicable.
(r) "Stock" shall mean the common stock of the Company.
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(s) "Stock Option Agreement" shall mean the agreement between the
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Company and an Optionee which contains the terms, conditions and restrictions
pertaining to his or her Option.
(t) "Stock Purchase Agreement" shall mean the agreement between the
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Company and an Offeree who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.
(u) "Subsidiary" shall mean any corporation, of which the Company and/or
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one or more other Subsidiaries own not less than fifty percent (50%) of the
total combined voting power of all classes of outstanding stock of such
corporation. A corporation that attains the status of a Subsidiary on a date
after the adoption of the Plan shall be considered a Subsidiary commencing as of
such date.
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SECTION 3. ADMINISTRATION.
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(a) Committee Membership. The Plan shall be administered by the
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Committee, which shall consist of members of the Board of Directors. The members
of the Committee shall be appointed by the Board of Directors.
(b) Committee Procedures. The Board of Directors shall designate one of
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the members of the Committee as chairperson. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.
(c) Committee Responsibilities. Subject to the provisions of the Plan,
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the Committee shall have full authority and discretion to take the following
actions:
(i) To interpret the Plan and to apply its provisions;
(ii) To adopt, amend or rescind rules, procedures and forms
relating to the Plan;
(iii) To authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the Plan;
(iv) To determine when Shares are to be awarded or offered for
sale and when Options are to be granted under the Plan;
(v) To select Offerees and Optionees;
(vi) To determine the number of Shares to be awarded or offered
for sale or to be made subject to each Option;
(vii) To prescribe the terms and conditions of each award or sale
of Shares, including (without limitation) the Purchase Price and vesting of
the
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award, and to specify the provisions of the Stock Purchase Agreement
relating to such award or sale;
(viii) To prescribe the terms and conditions of each Option,
including (without limitation) the Exercise Price and vesting of the
Option.
(ix) To amend any outstanding Stock Purchase or Stock Option
Agreement; provided, however, that the rights and obligations under any
Stock Purchase or Stock Option Agreement shall not be materially altered or
impaired adversely by any such amendment, except with the consent of the
Optionee or Offeree;
(x) To determine the disposition of an Option or other right to
acquire Shares in the event of an Optionee's or Offeree's divorce or
dissolution of marriage;
(xi) To correct any defect, supply any omission, or reconcile any
inconsistency in the Plan and any Stock Purchase or Stock Option Agreement;
and
(xii) To take any other actions deemed necessary or advisable for
the administration of the Plan.
All decisions, interpretations and other actions of the Committee shall be
final and binding on all Offerees, Optionees, and all persons deriving their
rights from an Offeree or Optionee. No member of the Committee shall be liable
for any action that he or she has taken or has failed to take in good faith with
respect to the Plan, any Option or any other right to acquire Shares under the
Plan.
(d) Financial Reports. To the extent required by applicable law, and
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not less often than annually, the Company shall furnish to Optionees and
Offerees Company summary financial
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information including a balance sheet regarding the Company's financial
condition and results of operations, unless such Optionees or Offerees have
duties with the Company that assure them access to equivalent information. Such
financial statements need not be audited.
SECTION 4. ELIGIBILITY.
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(a) General Rule. Only Employees shall be eligible for designation as
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Optionees or Offerees by the Committee.
SECTION 5. STOCK SUBJECT TO PLAN.
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(a) Basic Limitation. Shares offered under the Plan shall be authorized
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but unissued Shares, or issued Shares that have been reacquired by the Company.
The aggregate number of Shares which may be issued under the Plan (upon exercise
of Options or other rights to acquire Shares) shall not exceed two million
(2,000,000) Shares, subject to adjustment pursuant to Section 9. The number of
Shares which are subject to Options or other rights to acquire Shares
outstanding at any time under the Plan shall not exceed the number of Shares
which then remain available for issuance under the Plan. During the term of the
Plan, the Company shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan.
(b) Additional Shares. In the event that any outstanding Option or
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other right to acquire Shares for any reason expires or is canceled or otherwise
terminated, the Shares allocable to the unexercised portion of such Option or
other right shall again be available for the purposes of the Plan.
SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES.
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(a) Stock Purchase Agreement. Each award or sale of Shares under the
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Plan (other than upon exercise of an Option) shall be evidenced by a Stock
Purchase Agreement between the Offeree and the Company. Such award or sale shall
be subject to all applicable terms and conditions of the Plan and may be subject
to any other terms and conditions which are not inconsistent
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with the Plan and which the Committee deems appropriate for inclusion in a Stock
Purchase Agreement. The provisions of the various Stock Purchase Agreements
entered into under the Plan need not be identical.
(b) Duration of Offers and Nontransferability of Rights. Any right to
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acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree within the number of days specified by the
Committee and communicated to the Offeree by the Committee. Such right shall not
be transferable and shall be exercisable only by the Offeree to whom such right
was granted.
(c) Purchase Price. To the extent required by applicable law, the
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Purchase Price of Shares to be offered under the Plan shall not be less than
eighty-five percent (85%) of the Fair Market Value of such Shares. Subject to
the preceding sentence, the Purchase Price shall be determined by the Committee
at its sole discretion. The Purchase Price shall be payable in a form described
in Section 8 or in the form of services previously rendered to the Company.
(d) Withholding Taxes. As a condition to the purchase of Shares, the
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Offeree shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such purchase.
(e) Restrictions on Transfer of Shares. No Shares awarded or sold under
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the Plan may be sold or otherwise transferred or disposed of by the Offeree
during the one hundred eighty (180) day period following the effective date of a
registration statement covering securities of the Company filed under the
Securities Act of 1933. Subject to the preceding sentence, any Shares awarded or
sold under the Plan shall be subject to such special conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Purchase Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.
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SECTION 7. TERMS AND CONDITIONS OF OPTIONS.
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(a) Stock Option Agreement. Each grant of an Option under the Plan
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shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.
(b) Number of Shares. Each Stock Option Agreement shall specify the
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number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 9.
(c) Exercise Price. Each Stock Option Agreement shall specify the
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Exercise Price. The Exercise Price of an Option shall not be less than eighty-
five percent (85%) of the Fair Market Value of a Share on the date of grant.
Subject to the preceding two sentences, the Exercise Price under any Option
shall be determined by the Committee in its sole discretion. The Exercise Price
shall be payable in a form described in Section 8.
(d) Withholding Taxes. As a condition to the exercise of an Option, the
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Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise. The Optionee shall also make
such arrangements as the Committee may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option.
(e) Exercisability. Each Stock Option Agreement shall specify the date
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when all or any installment of the Option is to become exercisable. In addition,
the vesting of any Option shall be determined by the Committee in its sole
discretion.
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(f) Term. The Stock Option Agreement shall specify the term of the
----
Option. The term shall not exceed ten (10) years from the date of grant. Subject
to the preceding sentence, the Committee at its sole discretion shall determine
when an Option is to expire.
(g) Nontransferability. No Option shall be transferable by the Optionee
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other than by will or by the laws of descent and distribution. An Option may be
exercised during the lifetime of the Optionee only by him or by his guardian or
legal representative. No Option or interest therein may be transferred,
assigned, pledged or hypothecated by the Optionee during his lifetime, whether
by operation of law or otherwise, or be made subject to execution, attachment or
similar process.
(h) Exercise of Options on Termination of Service. Each Stock Option
---------------------------------------------
Agreement shall set forth the extent to which the Optionee shall have the right
to exercise the Option following termination of the Optionee's service with the
Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Options issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination of employment.
(i) No Rights as a Stockholder. An Optionee, or a transferee of an
--------------------------
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by an Option until the date of the issuance of a stock certificate for
such Shares.
(j) Modification, Extension and Assumption of Options. Within the
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limitations of the Plan, the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the
same or a different number of Shares and at the same or a different Exercise
Price.
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(k) Restrictions on Transfer of Shares. No Shares issued upon exercise
----------------------------------
of an Option may be sold or otherwise transferred or disposed of by the Optionee
during the one hundred eighty (180) day period following the effective date of a
registration statement covering securities of the Company filed under the
Securities Act of 1933. Subject to the preceding sentence, any Shares issued
upon exercise of an Option shall be subject to such rights of repurchase, rights
of first refusal and other transfer restrictions as the Committee may determine.
Such restrictions shall be set forth in the applicable Stock Option Agreement
and shall apply in addition to any restrictions that may apply to holders of
Shares generally.
SECTION 8. PAYMENT FOR SHARES.
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(a) General Rule. The entire Exercise Price of Shares issued under the
------------
Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as provided in Subsections (b), (c)
and (d) below.
(b) Surrender of Stock. To the extent that a Stock Option Agreement so
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provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or the Optionee's representative for any time period
specified by the Committee and which are surrendered to the Company in good form
for transfer. Such Shares shall be valued at their Fair Market Value on the date
when the new Shares are purchased under the Plan.
(c) Promissory Notes. To the extent that a Stock Option Agreement so
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provides, payment may be made all or in part with a full recourse promissory
note executed by the Optionee. The interest rate and other terms and conditions
of such note shall be determined by the Committee. The Committee may require
that the Optionee pledge his or her Shares to the Company for the purpose of
securing the payment of such note. In no event shall the stock certificate(s)
representing such Shares be released to the Optionee until such note is paid in
full.
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(d) Cashless Exercise. To the extent that a Stock Option Agreement so
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provides and a public market for the Shares exists, payment may be made all or
in part by delivery (on a form prescribed by the Committee) of an irrevocable
direction to a securities broker to sell Shares and to deliver all or part of
the sale proceeds to the Company in payment of the aggregate Exercise Price.
SECTION 9. ADJUSTMENT OF SHARES.
--------------------------------
(a) General. In the event of a subdivision of the outstanding Stock, a
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declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock into a lesser
number of Shares, a recapitalization, a reclassification or a similar
occurrence, the Committee shall make appropriate adjustments in one or more of
(i) the number of Shares available for future grants of Options or other rights
to acquire Shares under Section 5, (ii) the number of Shares covered by each
outstanding Option or other right to acquire Shares or (iii) the Exercise Price
of each outstanding Option or the Purchase Price of each other right to acquire
Shares.
(b) Reorganizations. In the event that the Company is a party to a
---------------
merger or reorganization, outstanding Options or other rights to acquire Shares
shall be subject to the agreement of merger or reorganization.
(c) Reservation of Rights. Except as provided in this Section 9, an
---------------------
Optionee or Offeree shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend,
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an
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Option, or the number or Purchase Price of shares subject to any other right to
acquire Shares. The grant of an Option or other right to acquire Shares pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.
SECTION 10. LEGAL REQUIREMENTS.
-------------------------------
Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange on which the Company's
securities may then be listed, and the Company has obtained the approval or
favorable ruling from any governmental agency which the Company determines is
necessary or advisable.
SECTION 11. NO EMPLOYMENT RIGHTS.
---------------------------------
No provision of the Plan, nor any Option granted or other right to acquire
Shares awarded under the Plan, shall be construed to give any person any right
to become, to be treated as, or to remain an Employee. The Company and its
Subsidiaries reserve the right to terminate any person's Service at any time and
for any reason.
SECTION 12. DURATION AND AMENDMENTS.
------------------------------------
(a) Term of the Plan. The Plan, as set forth herein, shall become
----------------
effective on the date of its adoption by the Board of Directors. The Plan shall
terminate automatically ten (10) years after its adoption by the Board of
Directors and may be terminated on any earlier date pursuant to Subsection (b)
below.
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(b) Right to Amend or Terminate the Plan. The Board of Directors may
------------------------------------
amend the Plan at any time and from time to time. Rights and obligations under
any Option granted or other right to acquire Shares awarded before amendment of
the Plan shall not be materially altered, or impaired adversely, by such
amendment, except with consent of the Optionee or Offeree. An amendment of the
Plan shall be subject to the approval of the Company's stockholders only to the
extent required by applicable laws, regulations or rules.
(c) Effect of Amendment or Termination. No Shares shall be issued or
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sold under the Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Share previously issued or Option
previously granted under the Plan.
SECTION 13. TAX CONSEQUENCES
-----------------------------
Some of the federal tax consequences relating to this Option, as of the
date of this Option, are set forth below. This summary is necessarily
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incomplete, and the tax laws and regulations are subject to change. The
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optionee should consult a tax adviser before exercising this option or disposing
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of the shares.
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(a) Exercising the Option. The Optionee may incur regular federal
---------------------
income tax liability upon exercise of a NSO. The Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price. If the Optionee is an
Employee or a former Employee, the Company will be required to withhold from his
or her compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this compensation income
at the time of exercise, and may refuse to honor the exercise and refuse to
deliver Shares if such withholding amounts are not delivered at the time of
exercise.
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(b) Disposition of Shares. If the Optionee holds NSO Shares for at
---------------------
least one year, any gain realized on disposition of the Shares will be treated
as long-term capital gain for federal income tax purposes.
SECTION 14. EXECUTION.
----------------------
To record the adoption of the Plan by the Board of Directors as of July 14,
2000, the Company has caused its authorized officer to execute the same.
eGAIN COMMUNICATIONS CORPORATION
By /s/ Ashutosh Roy
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Title Chief Executive Officer
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