<PAGE> 1
As filed with the Securities and Exchange Commission on March 10, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROADBASE SOFTWARE, INC.
(Exact name of the Registrant as specified in its charter)
DELAWARE 77-0408319
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
172 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices)
OPTIONS AND PURCHASE RIGHTS ISSUED UNDER THE RUBRIC, INC. 1997
STOCK OPTION PLAN AND ASSUMED BY THE REGISTRANT IN CONNECTION
WITH ITS ACQUISITION OF RUBRIC.
OPTIONS GRANTED PURSUANT TO STOCK OPTION AGREEMENTS
ENTERED INTO OUTSIDE OF THE RUBRIC 1997 STOCK OPTION PLAN.
BROADBASE SOFTWARE, INC. 1999 EQUITY INCENTIVE PLAN
BROADBASE SOFTWARE, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
OPTIONS GRANTED PURSUANT TO STOCK OPTION AGREEMENTS
ENTERED INTO OUTSIDE OF THE 1999 EQUITY INCENTIVE PLAN.
(Full titles of the plans)
RUSTY THOMAS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
172 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 614-8300
(Name, address and telephone number of agent for service)
Copies to:
DAVID K. MICHAELS, ESQ.
THOMAS J. HALL, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SHARES TO BE AGGREGATE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
===================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value per share 861,803 (1) $ 22.92(2) $ 19,748,642(3) $ 5,214
===================================================================================================
Common Stock,
$0.001 par value per share 1,083,004 (4) $123.69(3) $133,954,057(5) $35,364
===================================================================================================
TOTAL $40,578
===================================================================================================
</TABLE>
(1) Represents the aggregate of the following amounts, each as of March 9,
2000:
- 511,625 shares reserved for issuance pursuant to the exercise of
options granted under the Rubric 1997 Stock Option Plan;
- 50,178 shares reserved for issuance pursuant to the exercise of
options granted outside of the Rubric 1997 Stock Option Plan;
and
- 300,000 shares reserved for issuance pursuant to the exercise of
options granted outside of the 1999 Equity Incentive Plan.
(2) Estimated weighted average per share exercise price for these
outstanding options.
(3) Calculated based on the weighted average per share exercise price,
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act").
(4) Represents the aggregate of the following amounts, each as of March 9,
2000:
- 902,504 shares reserved for issuance pursuant to the exercise of
options that may be granted under the 1999 Equity Incentive
Plan; and
- 180,500 shares reserved for issuance pursuant to the exercise of
purchase rights that may be granted under the 1999 Employee
Stock Purchase Plan.
(5) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and Rule 457(c) under the Securities Act,
based on the average of the high and low prices of the Registrant's
common stock as reported by the Nasdaq National Market on March 7,
2000.
<PAGE> 3
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
by reference:
(a) our prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act") in
connection with our registration statement on Form S-1 (File No.
333-95125), which contains audited balance data as of December
31, 1998 and 1999 and audited financial statements for the years
ended December 31, 1997, 1998 and 1999;
(b) all reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the document
referred to in (a) above; and
(c) the description of our common stock contained in our
registration statement on Form 8-A filed under Section 12(g) of
the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Investment partnerships comprised of certain partners of Fenwick & West
LLP, our counsel, own 32,379 shares of our common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and executive officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred arising under the Securities Act.
As permitted by the Delaware General Corporation Law, our certificate of
incorporation, as amended, includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:
- for any breach of the director's duty of loyalty to us or our
stockholders;
- for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
- under Section 174 of the Delaware General Corporation Law
(regarding unlawful dividends and stock purchases); or
- for any transaction from which the director derived an improper
personal benefit.
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<PAGE> 4
As permitted by the Delaware General Corporation Law, our bylaws provide
that:
- we are required to indemnify our directors and executive
officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to limited exceptions;
- we may indemnify our other employees and agents as set forth in
the Delaware General Corporation Law;
- we are required to advance expenses, as incurred, to our
directors and officers in connection with a legal proceeding to
the fullest extent permitted by the Delaware General Corporation
Law, subject to limited exceptions; and
- the rights conferred in the bylaws are not exclusive.
We entered into indemnity agreements with each of our current directors
and executive officers to give such directors and executive officers additional
contractual assurances regarding the scope of the indemnification set forth in
our certificate of incorporation and to provide additional procedural
protections. The indemnification provisions in our certificate of incorporation,
bylaws and the indemnity agreements may be sufficiently broad to permit
indemnification of our directors and executive officers for liabilities arising
under the Securities Act.
We entered into underwriting agreements with investment banks and
certain of our stockholders in connection with our initial public offering and
secondary public offering pursuant to which the underwriters agreed to indemnify
us, our directors and executive officers against certain liabilities, including
liabilities arising under the Securities Act. Likewise, pursuant to our Fourth
Amended and Restated Investors' Rights Agreement, stockholders exercising rights
pursuant to this agreement have agreed to indemnify us, our directors and our
officers who sign the registration statement against certain liabilities
including liabilities arising under the Securities Act.
We have also obtained directors' and officers' liability insurance that
will include coverage for securities matters. At present, there is no pending
litigation or proceeding involving any of our directors, officers or employees
regarding which indemnification is sought, nor are we aware of any threatened
litigation that may result in claims for indemnification.
See also the undertakings set out in response to Item 9.
Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:
Certificate of Incorporation (see Exhibit 4.01).
Bylaws (see Exhibit 4.02).
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.01
to our registration statement on Form S-1 (File No. 333-82251) filed
with the Commission on July 2, 1999, as subsequently amended).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE> 5
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER TITLE
- ------- -----
<S> <C>
4.01 Certificate of Incorporation, filed with the Delaware Secretary of
State on June 28, 1999 (incorporated by reference to Exhibit 3.01 to
our registration statement on Form S-1 (File No. 333-82251) filed
with the Commission on July 2, 1999, as subsequently amended).
4.02 Certificate of Amendment of Certificate of Incorporation, filed with
the Delaware Secretary of State on July 30, 1999 (incorporated by
reference to Exhibit 3.04 to our registration statement on Form S-1
(File No. 333-82251) filed with the Commission on July 2, 1999, as
subsequently amended).
4.03 Certificate of Designation, filed with the Delaware Secretary of
State on September 10, 1999 (incorporated by reference to Exhibit
3.03 to our registration statement on Form S-1 (File No. 333-82251)
filed with the Commission on July 2, 1999, as subsequently amended).
4.04 Certificate of Retirement, filed with the Delaware Secretary of
State on November 3, 1999 (incorporated by reference to Exhibit 3.05
to our registration statement on Form S-1 (File No. 333-95125) filed
with the Commission on January 21, 2000, as subsequently amended).
4.05 Bylaws, as adopted on June 28, 1999 (incorporated by reference to
Exhibit 3.02 to our registration statement on Form S-1 (File No.
333-82251) filed with the Commission on July 2, 1999, as
subsequently amended).
4.06 Form of specimen certificate for our common stock (incorporated by
reference to Exhibit 4.01 to our registration statement on Form S-1
(File No. 333-82251) filed with the Commission on July 2, 1999, as
subsequently amended).
4.07 Fourth Amended and Restated Investors' Rights Agreement, dated June
30, 1999 (incorporated by reference to Exhibit 4.02 to our
registration statement on Form S-1 (File No. 333-82251) filed with
the Commission on July 2, 1999, as subsequently amended).
4.08 Series E Rights Agreement, dated June 30, 1999 (incorporated by
reference to Exhibit 4.03 to our registration statement on Form S-1
(File No. 333-82251) filed with the Commission on July 2, 1999, as
subsequently amended).
4.09 Broadbase Software, Inc. 1999 Equity Incentive Plan and related
forms of agreements (incorporated by reference to Exhibit 10.03 to
our registration statement on Form S-1 (File No. 333-82251) filed
with the Commission on July 2, 1999, as subsequently amended).
4.10 Broadbase Software, Inc. 1999 Employee Stock Purchase Plan and
related forms of agreements (incorporated by reference to Exhibit
10.04 to our registration statement on Form S-1 (File No. 333-82251)
filed with the Commission on July 2, 1999, as subsequently amended).
4.11 Rubric, Inc. 1997 Stock Option Plan (incorporated by reference to
Exhibit 10.15 to our registration statement on Form S-1 (File No.
333-95125) filed with the Commission on January 21, 2000, as
subsequently amended).
4.12 Broadbase Software, Inc. Non-Plan Stock Option Agreement between us
and Greg Martin dated January 4, 2000.
4.13 Broadbase Software, Inc. Non-Plan Stock Option Agreement between us
and Rusty Thomas dated January 4, 2000.
</TABLE>
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<PAGE> 6
<TABLE>
<S> <C>
4.14 Rubric, Inc. Stock Option Agreement between Rubric and Paul
Salsgiver, dated December 8, 1999.
5.01 Opinion of Fenwick & West LLP regarding the legality of the
securities being registered.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, Independent Auditors.
23.03 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.01 Power of Attorney (see signature page following Item 9).
</TABLE>
ITEM 9. UNDERTAKINGS.
We hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(c) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that (a) and (b) do not apply if the information
required to be included in a post-effective amendment by (a) and (b) is
contained in periodic reports filed with or furnished to the Commission
by us pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of our annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered in the registration
statement, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of those securities.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by one or more of our directors,
officers or controlling persons in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Menlo Park, state of California, on this 10th day of
March, 2000.
BROADBASE SOFTWARE, INC.
By: /s/ CHUCK BAY
-------------------------------------
Chuck Bay
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below and on the next page constitutes and appoints Chuck Bay, Rusty
Thomas and Eric Willgohs, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement on Form
S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ CHUCK BAY President, Chief Executive
- ------------------------------- Officer and Director March 10, 2000
Chuck Bay
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ RUSTY THOMAS Senior Vice President and
- ------------------------------- Chief Financial Officer March 10, 2000
Rusty Thomas
</TABLE>
II-5
<PAGE> 8
<TABLE>
<S> <C> <C>
ADDITIONAL DIRECTORS:
/s/ MARK KREMER Chairman of the Board of March 10, 2000
- ------------------------------- Directors
Mark Kremer
/s/ KEVIN HARVEY Director March 10, 2000
- -------------------------------
Kevin Harvey
/s/ PAUL LEVY Director March 10, 2000
- -------------------------------
Paul Levy
Director
- -------------------------------
Nancy Schoendorf
</TABLE>
II-6
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER TITLE
- ------ -----
<S> <C>
4.12 Broadbase Software, Inc. Non-Plan Stock Option Agreement between us
and Greg Martin dated January 4, 2000.
4.13 Broadbase Software, Inc. Non-Plan Stock Option Agreement between us
and Rusty Thomas dated January 4, 2000.
4.14 Rubric, Inc. Stock Option Agreement between Rubric and Paul
Salsgiver, dated December 8, 1999.
5.01 Opinion of Fenwick & West LLP regarding the legality of the
securities being registered.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, Independent Auditors.
23.03 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.01 Power of Attorney (see signature page following Item 9).
</TABLE>
<PAGE> 1
EXHIBIT 4.12
BROADBASE SOFTWARE, INC.
NON-PLAN STOCK OPTION AGREEMENT
This Stock Option Agreement (this "AGREEMENT") is made and entered into
as of the date of grant set forth below (the "DATE OF GRANT") by and between
Broadbase Software, Inc., a Delaware corporation (the "COMPANY"), and the
optionee named below ("OPTIONEE"). Capitalized terms not defined herein shall
have the meaning ascribed to them in Section 20.
OPTIONEE: Greg Martin
SOCIAL SECURITY NUMBER:
-------------------------------
OPTIONEE'S ADDRESS:
-------------------------------
-------------------------------
TOTAL OPTION SHARES: 125,000
EXERCISE PRICE PER SHARE: $54.00
DATE OF GRANT: 1/4/2000
VESTING START DATE: 1/4/2000
EXPIRATION DATE: 1/4/2010
TYPE OF STOCK OPTION: Nonqualified Stock Option
1. GRANT OF OPTION. The Company hereby grants to Optionee an option
(this "OPTION") to purchase up to the total number of shares of common stock of
the Company, $0.001 par value ("COMMON Stock"), set forth above (collectively,
the "SHARES") at the Exercise Price Per Share set forth above (the "EXERCISE
PRICE"), subject to all of the terms and conditions of this Agreement.
2. VESTING; EXERCISE PERIOD.
2.1 Vesting of Shares. This Option shall be exercisable as it
vests. Subject to the terms and conditions of this Agreement, this Option shall
vest and become exercisable as to portions of the Shares as follows: (a) this
Option shall not be exercisable with respect to any of the Shares until April 4,
2000 (the "FIRST VESTING DATE"); (b) if Optionee has continuously provided
services to the Company, or any Parent or Subsidiary of the Company, then on the
First Vesting Date, this Option shall become exercisable as to 6.25% of the
Shares; and (c) thereafter this Option shall become exercisable as to an
additional 2.083% of the Shares on each monthly anniversary of the First Vesting
Date, provided that Optionee has continuously provided services to the Company,
or any Parent or Subsidiary of the Company. This Option shall cease to vest upon
Optionee's Termination and Optionee shall in no event be entitled under this
Option to purchase a number of shares of the Company's Common Stock greater than
the "Total Option Shares."
<PAGE> 2
2.2 Expiration. This Option shall expire on the Expiration Date
set forth above and must be exercised, if at all, on or before the earlier of
the Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3, provided, however, that this Option
will be not be exercisable after the expiration of ten (10) years from the Date
of Grant.
3. TERMINATION.
3.1 Termination for Any Reason Except Death, Disability or Cause.
If Optionee is Terminated for any reason except Optionee's death, Disability or
Cause, then this Option, to the extent (and only to the extent) that it is
vested in accordance with the schedule set forth in Section 2.1 of this
Agreement on the date of Termination, may be exercised by Optionee no later than
three (3) months after the date of Termination, but in any event no later than
the Expiration Date.
3.2 Termination Because of Death or Disability. If Optionee is
Terminated because of death or Disability of Optionee (or the Optionee dies
within three (3) months after a Termination other than because of death,
Disability or Cause), then this Option, to the extent that it is vested in
accordance with the schedule set forth in Section 2.1 of this Agreement on the
date of Termination, may be exercised by Optionee (or Optionee's legal
representative) no later than twelve (12) months after the date of Termination,
but in any event no later than the Expiration Date.
3.3 Termination for Cause. If Optionee is Terminated for Cause,
this Option will expire on the Optionee's date of Termination.
3.4 No Obligation to Employ. Nothing in this Agreement shall
confer on Optionee any right to continue in the employ of, or other relationship
with, the Company or any Parent or Subsidiary of the Company, or limit in any
way the right of the Company or any Parent or Subsidiary of the Company to
terminate Optionee's employment or other relationship at any time, with or
without Cause.
4. MANNER OF EXERCISE.
4.1 Stock Option Exercise Agreement. To exercise this Option,
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
from time to time (the "EXERCISE AGREEMENT"), which shall set forth, inter alia,
Optionee's election to exercise this Option, the number of shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Optionee's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws. If someone other than Optionee exercises this Option, then such
person must submit documentation reasonably acceptable to the Company that such
<PAGE> 3
person has the right to exercise this Option.
4.2 Limitations on Exercise. This Option may not be exercised
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise. This Option may
not be exercised as to fewer than 100 Shares unless it is exercised as to all
Shares as to which this Option is then exercisable.
4.3 Payment. The Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the Shares being purchased in cash (by check),
or where permitted by law:
(a) provided that a public market for the Company's stock exists:
(1) through a "same day sale" commitment from Optionee and a
broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD DEALER") whereby Optionee
irrevocably elects to exercise this Option and to sell a portion
of the Shares so purchased to pay for the exercise price and
whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the exercise price directly to the Company; or
(2) through a "margin" commitment from Optionee and -- a NASD
Dealer whereby Optionee irrevocably elects to exercise this
Option and to pledge the Shares 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 Shares to forward the
exercise price directly to the Company; or
(b) by any combination of the foregoing.
4.4 Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Option, Optionee must pay or provide for any applicable federal
or state withholding obligations of the Company. If the Committee permits,
Optionee may provide for payment of withholding taxes upon exercise of this
Option by requesting that the Company retain Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld. In such case, the
Company shall issue the net number of Shares to the Optionee by deducting the
Shares retained from the Shares issuable upon exercise.
4.5 Issuance of Shares. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Optionee, Optionee's
authorized assignee, or Optionee's legal representative, and shall deliver
certificates representing the Shares with the appropriate legends affixed
thereto.
5. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this Option and
the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer. Optionee understands that the Company is under no obligation
<PAGE> 4
to register or qualify the Shares with the Securities and Exchange Commission,
any state securities commission or any stock exchange to effect such compliance.
6. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, successors and
assigns of Optionee.
7. TAX CONSEQUENCES. Set forth below is a brief summary of some of the
federal and California tax consequences of exercise of this Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.
7.1 Exercise of Nonqualified Stock Option. There may be a regular
federal and California income tax liability upon the exercise of this Option.
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 Shares on the date of exercise over the Exercise Price. The Company will
be required to withhold from Optionee's compensation or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise.
7.2 Disposition of Shares. If the Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of an NQSO, any gain realized on disposition of the Shares will be
treated as long-term capital gain, as the case may be.
8. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to any Shares until Optionee exercises this
Option and pays the Exercise Price.
9. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.
10. ENTIRE AGREEMENT. This Agreement and the Exercise Agreement
constitute the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof and supersede all prior understandings and
agreements with respect to such subject matter.
11. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days
<PAGE> 5
after deposit in the United States mail by certified or registered mail (return
receipt requested); one (1) business day after deposit with any return receipt
express courier (prepaid); or one (1) business day after transmission by rapifax
or telecopier.
12. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, without regard to
that body of law pertaining to choice of law or conflict of law.
14. ACCEPTANCE. Optionee hereby acknowledges receipt of a copy of this
Agreement. Optionee has read and understands the terms and provisions thereof,
and accepts this Option subject to all the terms and conditions of this
Agreement. Optionee acknowledges that there may be adverse tax consequences upon
exercise of this Option or disposition of the Shares and that the Company has
advised Optionee to consult a tax advisor prior to such exercise or disposition.
15. MODIFICATION, EXTENSION OR RENEWAL. The Committee may modify, extend
or renew this Option and authorize the grant of new options in substitution
therefor, provided that any such action may not, without the written consent of
the Optionee, impair any of such Optionee's rights under this Option. The
Committee may reduce the Exercise Price of this Option without the consent of
the Optionee affected by a written notice to them; provided, however, that the
Exercise Price may not be reduced below 85% of the Fair Market Value of the
Shares on the date of grant.
16. CERTIFICATES. All certificates for Shares or other securities
delivered upon exercise of this Option will be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities law, or any rules, regulations and other requirements of the SEC or
any stock exchange or automated quotation system upon which the Shares may be
listed or quoted.
17. ADJUSTMENT OF SHARES. In the event that the number of outstanding
shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then the Exercise Price
of and the number of Shares subject to this Option will be proportionately
adjusted, subject to any required action by the Board or the Optionee and
compliance with applicable securities laws; provided, however, that fractions of
a Share will not be issued but will either be replaced by a cash payment equal
to the Fair Market Value of such fraction of a Share or will be rounded up to
the nearest whole Share, as determined by the Committee.
<PAGE> 6
18. CORPORATE TRANSACTIONS.
18.1 Assumption or Replacement of Option by Successor. In the
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock
holdings and this Option is assumed, converted or replaced by the successor
corporation, which assumption will be binding on the Optionee), (c) a merger in
which the Company is the surviving corporation but after which the stockholders
of the Company immediately prior to such merger (other than any stockholder that
merges, or which owns or controls another corporation that merges, with the
Company in such merger) cease to own their shares or other equity interest in
the Company, (d) the sale of substantially all of the assets of the Company, or
(e) the acquisition, sale, or transfer of more than 50% of the outstanding
shares of the Company by tender offer or similar transaction, this Option may be
assumed, converted or replaced by the successor corporation (if any), which
assumption, conversion or replacement will be binding on the Optionee. In the
alternative, the successor corporation may substitute equivalent options or
provide substantially similar consideration to the Optionee as was provided to
other stockholders. The successor corporation may also issue, in place of
outstanding Shares of the Company held by the Optionee, substantially similar
shares or other property subject to repurchase restrictions no less favorable to
the Optionee. In the event such successor corporation (if any) refuses to assume
or substitute this Option, as provided above, pursuant to a transaction
described in this subsection, this Option will expire on such transaction at
such time and on such conditions as the Committee will determine; provided,
however, that the Committee may, in its sole discretion, provide that the
vesting of this Option will accelerate. If the Committee exercises such
discretion with respect to this Option, this Option will become exercisable in
full prior to the consummation of such event at such time and on such conditions
as the Committee determines, and if this Option is not exercised prior to the
consummation of the corporate transaction, it shall terminate at such time as
determined by the Committee.
18.2 Other Treatment of Option. Subject to any greater rights
granted to the Optionee under the foregoing provisions of this section, in the
event of the occurrence of any transaction described in Section 18.1, this
Option will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.
19. AMENDMENT OR TERMINATION OF THE AGREEMENT. The Board may at any time
terminate or amend this Agreement in any respect; provided, however, that the
Board will not, without the approval of the Optionee, amend this Agreement in
any manner that requires Optionee's approval.
20. DEFINITIONS. As used in this Agreement, the following terms will
have the following meanings:
"BOARD" means the Board of Directors of the Company.
<PAGE> 7
"CAUSE" means the commission of an act of theft, embezzlement,
fraud, dishonesty or a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company.
"COMMITTEE" means the Compensation Committee of the Board
"DISABILITY" means a disability, whether temporary or permanent,
partial or total, within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, as determined by the Committee.
"FAIR MARKET VALUE" means, as of any date, the value of a share
of the Company's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the
date of determination as reported in The Wall Street Journal;
(b) if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the date of
determination on the principal national securities exchange on
which the Common Stock is listed or admitted to trading as
reported in The Wall Street Journal;
(c) if such Common Stock is publicly traded but is not quoted on the
Nasdaq National Market nor listed or admitted to trading on a
national securities exchange, the average of the closing bid and
asked prices on the date of determination as reported in The
Wall Street Journal; or
(d) if none of the foregoing is applicable, by the Committee in good
faith.
"PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
"SUBSIDIARY" means any corporation (other than the Company) 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 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
"TERMINATION" or "TERMINATED" means, for purposes of this
Agreement with respect to the Optionee, that the Optionee has for any reason
ceased to provide services as an employee, officer, director, consultant,
independent contractor, or advisor to the Company or a Parent or Subsidiary of
the Company. An employee will not be deemed to have ceased to provide services
in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of
absence
<PAGE> 8
approved by the Committee, provided, that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute or unless provided otherwise pursuant to
formal policy adopted from time to time by the Company and issued and
promulgated to employees in writing. In the case of the Optionee is on an
approved leave of absence, the Committee may make such provisions respecting
suspension of vesting of this Option while on leave from the employ of the
Company or a Subsidiary as it may deem appropriate, except that in no event may
this Option be exercised after the expiration of the term set forth in this
Agreement. The Committee will have sole discretion to determine whether the
Optionee has ceased to provide services and the effective date on which the
Optionee ceased to provide services (the "TERMINATION DATE").
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate by its duly authorized representative and Optionee has executed
this Agreement in duplicate as of the Date of Grant.
BROADBASE SOFTWARE, INC. OPTIONEE
By: /s/ CHUCK BAY /s/ GREG MARTIN
------------------------------- -------------------------------
(Signature)
Chuck Bay Greg Martin
- ---------------------------------- -------------------------------
(Please print name) (Please print name)
President
- ----------------------------------
(Please print title)
<PAGE> 9
EXHIBIT A
STOCK OPTION EXERCISE AGREEMENT
<PAGE> 10
EXHIBIT A
BROADBASE SOFTWARE, INC.
NON-PLAN STOCK OPTION EXERCISE AGREEMENT
I hereby elect to purchase the number of shares of Common Stock of
BROADBASE SOFTWARE, INC. (the "Company") as set forth below:
<TABLE>
<S> <C>
Optionee Number of Shares Purchased:
---------------------------------- -----------------------------
Social Security Number: Purchase Price per Share:
------------------- -------------------------------
Address: Aggregate Purchase Price:
---------------------------------- -------------------------------
Date of Option Agreement:
---------------------------------- -------------------------------
Type of Option: Nonqualified Stock Option Exact Name of Title to Shares:
--------------------------- --------------------------
</TABLE>
1. DELIVERY OF PURCHASE PRICE. Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Option Agreement (the
"Option Agreement") as follows (check as applicable and complete):
[ ] in cash (by check) in the amount of $_____________________, receipt of
which is acknowledged by the Company;
[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
$_______________________________; or
[ ] through a "margin" commitment, delivered herewith from Optionee and the
NASD Dealer named therein, in the amount of
$_________________________________________.
2. MARKET STANDOFF AGREEMENT. Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are required to enter into similar agreements. Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The Company may impose stop-transfer instructions with respect to the shares (or
other securities) subject to the foregoing restriction until the end of such
period.
3. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE
TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE
SHARES. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE.
4. ENTIRE AGREEMENT. The Option Agreement is incorporated herein by
reference. This Exercise Agreement and the Option Agreement constitute the
entire agreement and understanding of the parties and supersede in their
entirety all prior understandings and agreements of the Company and Optionee
with respect to the subject matter hereof, and are governed by California law
except for that body of law pertaining to choice of law or conflict of law.
Date:
------------------------------- -------------------------------
SIGNATURE OF OPTIONEE
<PAGE> 11
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Stock Option Exercise
Agreement (the "Agreement") and that I know its contents. I hereby consent to
and approve all the provisions of the Agreement, and agree that the shares of
the Common Stock of Broadbase Software, Inc. purchased thereunder (the "Shares")
and any interest I may have in such Shares are subject to all the provisions of
the Agreement. I will take no action at any time to hinder operation of the
Agreement on these Shares or any interest I may have in or to them.
Date:
------------------------------
- -----------------------------------
SIGNATURE OF OPTIONEE'S SPOUSE
- -----------------------------------
SPOUSE'S NAME - TYPED OR PRINTED
- -----------------------------------
OPTIONEE'S NAME - TYPED OR PRINTED
<PAGE> 1
EXHIBIT 4.13
BROADBASE SOFTWARE, INC.
NON-PLAN STOCK OPTION AGREEMENT
This Stock Option Agreement (this "AGREEMENT") is made and
entered into as of the date of grant set forth below (the "DATE OF GRANT") by
and between Broadbase Software, Inc., a Delaware corporation (the "COMPANY"),
and the optionee named below ("OPTIONEE"). Capitalized terms not defined herein
shall have the meaning ascribed to them in Section 20.
OPTIONEE: Rusty Thomas
SOCIAL SECURITY NUMBER:
-------------------------------
OPTIONEE'S ADDRESS:
-------------------------------
-------------------------------
TOTAL OPTION SHARES: 175,000
EXERCISE PRICE PER SHARE: $54.00
DATE OF GRANT: 1/4/2000
VESTING START DATE: 1/4/2000
EXPIRATION DATE: 1/4/2010
TYPE OF STOCK OPTION: Nonqualified Stock Option
1. GRANT OF OPTION. The Company hereby grants to Optionee an option
(this "OPTION") to purchase up to the total number of shares of common stock of
the Company, $0.001 par value ("COMMON STOCK"), set forth above (collectively,
the "SHARES") at the Exercise Price Per Share set forth above (the "EXERCISE
PRICE"), subject to all of the terms and conditions of this Agreement.
2. VESTING; EXERCISE PERIOD.
2.1 Vesting of Shares. This Option shall be exercisable as it
vests. Subject to the terms and conditions of this Agreement, this Option shall
vest and become exercisable as to portions of the Shares as follows: (a) this
Option shall not be exercisable with respect to any of the Shares until April 4,
2000 (the "FIRST VESTING DATE"); (b) if Optionee has continuously provided
services to the Company, or any Parent or Subsidiary of the Company, then on the
First Vesting Date, this Option shall become exercisable as to 6.25% of the
Shares; and (c) thereafter this Option shall become exercisable as to an
additional 2.083% of the Shares on each monthly anniversary of the First Vesting
Date, provided that Optionee has continuously provided services to the Company,
or any Parent or Subsidiary of the Company. Furthermore, in the event of a
change in control of at least 50% of the voting stock of the company, in
conjunction with the optionee not being offered to continue in the same
position, then 50% of your unvested shares shall immediately vest. This Option
shall cease to vest upon Optionee's
<PAGE> 2
Broadbase Software, Inc.
Non-Plan Stock Option Agreement
Termination and Optionee shall in no event be entitled under this Option to
purchase a number of shares of the Company's Common Stock greater than the
"Total Option Shares."
2.2 Expiration. This Option shall expire on the Expiration Date
set forth above and must be exercised, if at all, on or before the earlier of
the Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3, provided, however, that this Option
will be not be exercisable after the expiration of ten (10) years from the Date
of Grant.
3. TERMINATION.
3.1 Termination for Any Reason Except Death, Disability or Cause.
If Optionee is Terminated for any reason except Optionee's death, Disability or
Cause, then this Option, to the extent (and only to the extent) that it is
vested in accordance with the schedule set forth in Section 2.1 of this
Agreement on the date of Termination, may be exercised by Optionee no later than
three (3) months after the date of Termination, but in any event no later than
the Expiration Date.
3.2 Termination Because of Death or Disability. If Optionee is
Terminated because of death or Disability of Optionee (or the Optionee dies
within three (3) months after a Termination other than because of death,
Disability or Cause), then this Option, to the extent that it is vested in
accordance with the schedule set forth in Section 2.1 of this Agreement on the
date of Termination, may be exercised by Optionee (or Optionee's legal
representative) no later than twelve (12) months after the date of Termination,
but in any event no later than the Expiration Date.
3.3 Termination for Cause. If Optionee is Terminated for Cause,
this Option will expire on the Optionee's date of Termination.
3.4 No Obligation to Employ. Nothing in this Agreement shall
confer on Optionee any right to continue in the employ of, or other relationship
with, the Company or any Parent or Subsidiary of the Company, or limit in any
way the right of the Company or any Parent or Subsidiary of the Company to
terminate Optionee's employment or other relationship at any time, with or
without Cause.
4. MANNER OF EXERCISE.
4.1 Stock Option Exercise Agreement. To exercise this Option,
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
from time to time (the "EXERCISE AGREEMENT"), which shall set forth, inter alia,
Optionee's election to exercise this Option, the number of shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding
-3-
<PAGE> 3
Broadbase Software, Inc.
Non-Plan Stock Option Agreement
Optionee's investment intent and access to information as may be required by the
Company to comply with applicable securities laws. If someone other than
Optionee exercises this Option, then such person must submit documentation
reasonably acceptable to the Company that such person has the right to exercise
this Option.
4.2 Limitations on Exercise. This Option may not be exercised
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise. This Option may
not be exercised as to fewer than 100 Shares unless it is exercised as to all
Shares as to which this Option is then exercisable.
4.3 Payment. The Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the Shares being purchased in cash (by check),
or where permitted by law:
(a) provided that a public market for the Company's stock exists:
(1) through a "same day sale" commitment from Optionee and a
broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD DEALER") whereby Optionee
irrevocably elects to exercise this Option and to sell a portion
of the Shares so purchased to pay for the exercise price and
whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the exercise price directly to the Company; or
(2) through a "margin" commitment from Optionee and -- a NASD
Dealer whereby Optionee irrevocably elects to exercise this
Option and to pledge the Shares 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 Shares to forward the
exercise price directly to the Company; or
(b) by any combination of the foregoing.
4.4 Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Option, Optionee must pay or provide for any applicable federal
or state withholding obligations of the Company. If the Committee permits,
Optionee may provide for payment of withholding taxes upon exercise of this
Option by requesting that the Company retain Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld. In such case, the
Company shall issue the net number of Shares to the Optionee by deducting the
Shares retained from the Shares issuable upon exercise.
4.5 Issuance of Shares. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Optionee, Optionee's
authorized assignee, or Optionee's legal representative, and shall deliver
certificates representing the Shares with the appropriate legends affixed
thereto.
5. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this Option and
-4-
<PAGE> 4
Broadbase Software, Inc.
Non-Plan Stock Option Agreement
the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer. Optionee understands that the Company is under no obligation to
register or qualify the Shares with the Securities and Exchange Commission, any
state securities commission or any stock exchange to effect such compliance.
6. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, successors and
assigns of Optionee.
7. TAX CONSEQUENCES. Set forth below is a brief summary of some of the
federal and California tax consequences of exercise of this Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.
7.1 Exercise of Nonqualified Stock Option. There may be a regular
federal and California income tax liability upon the exercise of this Option.
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 Shares on the date of exercise over the Exercise Price. The Company will
be required to withhold from Optionee's compensation or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise.
7.2 Disposition of Shares. If the Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of an NQSO, any gain realized on disposition of the Shares will be
treated as long-term capital gain, as the case may be.
8. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to any Shares until Optionee exercises this
Option and pays the Exercise Price.
9. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.
10. ENTIRE AGREEMENT. This Agreement and the Exercise Agreement
constitute the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof and supersede all prior understandings and
agreements with respect to such subject matter.
11. NOTICES. Any notice required to be given or delivered to the Company
-5-
<PAGE> 5
Broadbase Software, Inc.
Non-Plan Stock Option Agreement
under the terms of this Agreement shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by rapifax or telecopier.
12. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, without regard to
that body of law pertaining to choice of law or conflict of law.
14. ACCEPTANCE. Optionee hereby acknowledges receipt of a copy of this
Agreement. Optionee has read and understands the terms and provisions thereof,
and accepts this Option subject to all the terms and conditions of this
Agreement. Optionee acknowledges that there may be adverse tax consequences upon
exercise of this Option or disposition of the Shares and that the Company has
advised Optionee to consult a tax advisor prior to such exercise or disposition.
15. MODIFICATION, EXTENSION OR RENEWAL. The Committee may modify, extend
or renew this Option and authorize the grant of new options in substitution
therefor, provided that any such action may not, without the written consent of
the Optionee, impair any of such Optionee's rights under this Option. The
Committee may reduce the Exercise Price of this Option without the consent of
the Optionee affected by a written notice to them; provided, however, that the
Exercise Price may not be reduced below 85% of the Fair Market Value of the
Shares on the date of grant.
16. CERTIFICATES. All certificates for Shares or other securities
delivered upon exercise of this Option will be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities law, or any rules, regulations and other requirements of the SEC or
any stock exchange or automated quotation system upon which the Shares may be
listed or quoted.
17. ADJUSTMENT OF SHARES. In the event that the number of outstanding
shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without
-6-
<PAGE> 6
Broadbase Software, Inc.
Non-Plan Stock Option Agreement
consideration, then the Exercise Price of and the number of Shares subject to
this Option will be proportionately adjusted, subject to any required action by
the Board or the Optionee and compliance with applicable securities laws;
provided, however, that fractions of a Share will not be issued but will either
be replaced by a cash payment equal to the Fair Market Value of such fraction of
a Share or will be rounded up to the nearest whole Share, as determined by the
Committee.
18. CORPORATE TRANSACTIONS.
18.1 Assumption or Replacement of Option by Successor. In the
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock
holdings and this Option is assumed, converted or replaced by the successor
corporation, which assumption will be binding on the Optionee), (c) a merger in
which the Company is the surviving corporation but after which the stockholders
of the Company immediately prior to such merger (other than any stockholder that
merges, or which owns or controls another corporation that merges, with the
Company in such merger) cease to own their shares or other equity interest in
the Company, (d) the sale of substantially all of the assets of the Company, or
(e) the acquisition, sale, or transfer of more than 50% of the outstanding
shares of the Company by tender offer or similar transaction, this Option may be
assumed, converted or replaced by the successor corporation (if any), which
assumption, conversion or replacement will be binding on the Optionee. In the
alternative, the successor corporation may substitute equivalent options or
provide substantially similar consideration to the Optionee as was provided to
other stockholders. The successor corporation may also issue, in place of
outstanding Shares of the Company held by the Optionee, substantially similar
shares or other property subject to repurchase restrictions no less favorable to
the Optionee. In the event such successor corporation (if any) refuses to assume
or substitute this Option, as provided above, pursuant to a transaction
described in this subsection, this Option will expire on such transaction at
such time and on such conditions as the Committee will determine; provided,
however, that the Committee may, in its sole discretion, provide that the
vesting of this Option will accelerate. If the Committee exercises such
discretion with respect to this Option, this Option will become exercisable in
full prior to the consummation of such event at such time and on such conditions
as the Committee determines, and if this Option is not exercised prior to the
consummation of the corporate transaction, it shall terminate at such time as
determined by the Committee.
18.2 Other Treatment of Option. Subject to any greater rights
granted to the Optionee under the foregoing provisions of this section, in the
event of the occurrence of any transaction described in Section 18.1, this
Option will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.
19. AMENDMENT OR TERMINATION OF THE AGREEMENT. The Board may at any time
terminate or amend this Agreement in any respect; provided, however, that the
Board will
-7-
<PAGE> 7
Broadbase Software, Inc.
Non-Plan Stock Option Agreement
not, without the approval of the Optionee, amend this Agreement in any manner
that requires Optionee's approval.
20. DEFINITIONS. As used in this Agreement, the following terms will
have the following meanings:
"BOARD" means the Board of Directors of the Company.
"CAUSE" means the commission of an act of theft, embezzlement,
fraud, dishonesty or a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company.
"COMMITTEE" means the Compensation Committee of the Board
"DISABILITY" means a disability, whether temporary or permanent,
partial or total, within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, as determined by the Committee.
"FAIR MARKET VALUE" means, as of any date, the value of a share
of the Company's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the
date of determination as reported in The Wall Street Journal;
(b) if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the date of
determination on the principal national securities exchange on
which the Common Stock is listed or admitted to trading as
reported in The Wall Street Journal;
(c) if such Common Stock is publicly traded but is not quoted on the
Nasdaq National Market nor listed or admitted to trading on a
national securities exchange, the average of the closing bid and
asked prices on the date of determination as reported in The
Wall Street Journal; or
(d) if none of the foregoing is applicable, by the Committee in good
faith.
"PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
"SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other
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<PAGE> 8
Broadbase Software, Inc.
Non-Plan Stock Option Agreement
than the last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
"TERMINATION" or "TERMINATED" means, for purposes of this
Agreement with respect to the Optionee, that the Optionee has for any reason
ceased to provide services as an employee, officer, director, consultant,
independent contractor, or advisor to the Company or a Parent or Subsidiary of
the Company. An employee will not be deemed to have ceased to provide services
in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of
absence approved by the Committee, provided, that such leave is for a period of
not more than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute or unless provided otherwise pursuant to
formal policy adopted from time to time by the Company and issued and
promulgated to employees in writing. In the case of the Optionee is on an
approved leave of absence, the Committee may make such provisions respecting
suspension of vesting of this Option while on leave from the employ of the
Company or a Subsidiary as it may deem appropriate, except that in no event may
this Option be exercised after the expiration of the term set forth in this
Agreement. The Committee will have sole discretion to determine whether the
Optionee has ceased to provide services and the effective date on which the
Optionee ceased to provide services (the "TERMINATION DATE").
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate by its duly authorized representative and Optionee has executed
this Agreement in duplicate as of the Date of Grant.
BROADBASE SOFTWARE, INC. OPTIONEE
By: /s/ CHUCK BAY /s/ RUSTY THOMAS
------------------------------- -------------------------------
(Signature)
Chuck Bay Rusty Thomas
- ---------------------------------- -------------------------------
(Please print name) (Please print name)
President
- ----------------------------------
(Please print title)
-9-
<PAGE> 9
EXHIBIT A
STOCK OPTION EXERCISE AGREEMENT
<PAGE> 10
EXHIBIT A
BROADBASE SOFTWARE, INC.
NON-PLAN STOCK OPTION EXERCISE AGREEMENT
I hereby elect to purchase the number of shares of Common Stock of
BROADBASE SOFTWARE, INC. (the "Company") as set forth below:
<TABLE>
<S> <C>
Optionee Number of Shares Purchased:
---------------------------------- -----------------------------
Social Security Number: Purchase Price per Share:
------------------- -------------------------------
Address: Aggregate Purchase Price:
---------------------------------- -------------------------------
Date of Option Agreement:
---------------------------------- -------------------------------
Type of Option: Nonqualified Stock Option Exact Name of Title to Shares:
--------------------------- --------------------------
</TABLE>
1. DELIVERY OF PURCHASE PRICE. Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Option Agreement (the
"Option Agreement") as follows (check as applicable and complete):
[ ] in cash (by check) in the amount of $_____________________, receipt of
which is acknowledged by the Company;
[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
$_______________________________; or
[ ] through a "margin" commitment, delivered herewith from Optionee and the
NASD Dealer named therein, in the amount of
$_________________________________________.
2. MARKET STANDOFF AGREEMENT. Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are required to enter into similar agreements. Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The Company may impose stop-transfer instructions with respect to the shares (or
other securities) subject to the foregoing restriction until the end of such
period.
3. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE
TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE
SHARES. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE.
4. ENTIRE AGREEMENT. The Option Agreement is incorporated herein by
reference. This Exercise Agreement and the Option Agreement constitute the
entire agreement and understanding of the parties and supersede in their
entirety all prior understandings and agreements of the Company and Optionee
with respect to the subject matter hereof, and are governed by California law
except for that body of law pertaining to choice of law or conflict of law.
Date:
- ------------------------------- -------------------------------
SIGNATURE OF OPTIONEE
<PAGE> 11
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Stock Option Exercise
Agreement (the "Agreement") and that I know its contents. I hereby consent to
and approve all the provisions of the Agreement, and agree that the shares of
the Common Stock of Broadbase Software, Inc. purchased thereunder (the "Shares")
and any interest I may have in such Shares are subject to all the provisions of
the Agreement. I will take no action at any time to hinder operation of the
Agreement on these Shares or any interest I may have in or to them.
Date:
------------------------------
- -----------------------------------
SIGNATURE OF OPTIONEE'S SPOUSE
- -----------------------------------
SPOUSE'S NAME - TYPED OR PRINTED
- -----------------------------------
OPTIONEE'S NAME - TYPED OR PRINTED
<PAGE> 1
EXHIBIT 4.14
RUBRIC, INC.
STOCK OPTION AGREEMENT
I. NOTICE OF STOCK OPTION GRANT
<TABLE>
<S> <C>
Optionee's Name and Address: Paul H. Salsgiver
673 Varese
Pleasanton, California 94566
You have been granted an option to purchase Common Stock of the Company as
follows:
Date of Grant December 8, 1999
Exercise Price per Share: $0.30
Total Number of Shares Granted 360,000
Total Exercise Price $108,000
Type of Option: Incentive Stock Option
-----
X Nonstatutory Stock Option
-----
Term/Expiration Date: February 28, 2001
</TABLE>
Exercise
100% of the Shares subject to the Option are vested and exercisable
beginning immediately prior to the Effective Time, as described in the
Settlement Agreement and Release between the Company and Optionee.
Termination Period:
This Option may be exercised at any time prior to the Expiration Date as
provided above.
II. AGREEMENT
1. Exercise of Option. This Option shall be exercisable during its term
as follows:
<PAGE> 2
(a) Method of Exercise. This Option shall be exercisable by
delivery of an exercise notice (the "Exercise Notice") to the Company, which
shall state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and such other representations
and agreements as may be reasonably required by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to
all Exercised Shares. This Option shall be deemed to be exercised upon receipt
by the Company of such fully executed Exercise Notice accompanied by the
aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of an Option unless
such issuance and such exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.
2. Optionee's Representations. In the event the Shares have not been
registered under the Securities Act of 1933, as amended, at the time this
Option is exercised, the Optionee shall, if required by the Company,
concurrently with the exercise of all or any portion of this Option, deliver to
the Company investment representations in customary form.
3. Lock-Up Period. Optionee shall not sell or otherwise transfer any
Shares or other securities of the Company prior to March 19, 2000. The Company
may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such market standoff period.
4. Method of Payment. Payment of the aggregate Exercise Price shall be
by cash or check.
5. Non-Transferability of Option. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by Optionee.
6. Tax Consequences. Set forth below is a brief summary as of the date
of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercise of NSO. There may be a regular federal income tax
liability upon the exercise of an 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 the Exercise Price. If Optionee is an Employee or a
former Employee, the Company will be required to withhold from Optionee's
compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a
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<PAGE> 3
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.
(b) Disposition of Shares. In the case of an NSO, if Shares are held
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.
7. Entire Agreement; Governing Law. This Option Agreement and the
Settlement Agreement and Release between the Company and Optionee dated December
9, 1999 constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This Option Agreement is
governed by the internal substantive laws but not the choice of law rules of
California.
OPTIONEE: RUBRIC, INC.
/s/ PAUL SALSGIVER /s/ ANU SHUKLA
- ---------------------------- ----------------------------
Signature By
President
----------------------------
- ---------------------------- Title
- ----------------------------
Residence Address
-3-
<PAGE> 1
EXHIBIT 5.01
March 9, 2000
Broadbase Software, Inc.
172 Constitution Drive
Menlo Park, California 94025
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 (the "REGISTRATION STATEMENT") to be filed by Broadbase Software, Inc.,
a Delaware corporation (the "COMPANY"), with the Securities and Exchange
Commission (the "COMMISSION") on or about March 10, 2000 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
1,944,807 shares of the Company's common stock (the "STOCK"), of which:
(a) 511,625 shares are subject to issuance upon the
exercise of options originally granted by Rubric, Inc., a Delaware
corporation ("RUBRIC") under the Rubric 1997 Stock Option Plan;
(b) 50,178 shares are subject to issuance upon the
exercise of non-plan options originally granted by Rubric (the "RUBRIC
NON-PLAN OPTIONS");
(c) 902,504 shares are subject to issuance upon the
exercise of options granted or to be granted under your 1999 Equity
Incentive Plan, as adopted on July 2, 1999 (the "EQUITY INCENTIVE
PLAN");
(d) 180,500 shares are subject to issuance upon the
exercise of purchase rights granted or to be granted under your 1999
Employee Stock Purchase Plan, as adopted on July 2, 1999 (the "PURCHASE
PLAN"); and
(e) 300,000 shares are subject to issuance upon the
exercise of non-plan options granted by you (the "BROADBASE NON-PLAN
OPTIONS").
The options referred to in clauses (a) and (b) above (the "ASSUMED OPTIONS")
were assumed by the Company pursuant to the Agreement and Plan of Reorganization
dated December 9, 1999 among the Company, Rubric and Bronco Acquisition Corp.
(the "MERGER AGREEMENT").
In rendering this opinion, we have examined the following.
(1) the Company's Certificate of Incorporation, as filed
with the Delaware Secretary of State on June 28, 1999;
the Certificate of Amendment of the Company's
Certificate of Incorporation, as filed with the Delaware
Secretary of State on July 30, 1999; the Company's
Certificate of Designation, as filed with the Delaware
<PAGE> 2
Secretary of State on September 10, 1999; and the
Company's Certificate of Retirement, as filed with the
Delaware Secretary of State on November 3, 1999;
(2) the Company's Bylaws, as adopted by the Company on June
28, 1999;
(3) the Registration Statement, together with the exhibits
filed as a part thereof or incorporated therein by
reference;
(4) the prospectuses prepared in connection with the
Registration Statement (each, a "PROSPECTUS");
(5) the minutes of meetings and actions by written consent
of the stockholders and Board of Directors that are
contained in the Company's minute books and the minute
books of your successor, BroadBase Information Systems,
Inc., a California corporation ("BROADBASE CALIFORNIA"),
that are in our possession;
(6) the stock records for both the Company and Broadbase
California that the Company has provided to us
(consisting of a certificate from the Company's transfer
agent of even date herewith verifying the number of the
Company's issued and outstanding shares of capital stock
as of the date hereof and a summary report of currently
outstanding options and warrants to purchase the
Company's capital stock that was prepared by the Company
and dated March 9, 2000, verifying the number of such
issued and outstanding securities);
(7) the Merger Agreement;
(8) the Equity Incentive Plan, the Purchase Plan and the
Rubric 1997 Stock Option Plan, together with the related
stock option and employee stock purchase agreements;
(9) the stock option agreement entered into by Rubric in
connection with the Rubric Non-Plan Options;
(10) the stock option agreements entered into by the Company
in connection with the Broadbase Non-Plan Options; and
(11) a Management Certificate executed by the Company,
addressed to us and dated of even date herewith,
containing certain factual and other representations.
In our examination of documents for purposes of this opinion, we
have assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all persons executing the same, the lack of any
undisclosed termination, modification, waiver or amendment to any document
reviewed by us and the due authorization, execution and delivery of all
documents where due authorization, execution and delivery are prerequisites to
the effectiveness thereof. We have also
<PAGE> 3
assumed that the certificates representing the Stock, when issued, will be
properly signed by authorized officers of the Company or their agents.
As to matters of fact relevant to this opinion, we have relied
solely upon our examination of the documents referred to above and have assumed
the current accuracy and completeness of the information obtained from records
and documents referred to above. We have made no independent investigation or
other attempt to verify the accuracy of any of such information or to determine
the existence or non-existence of any other factual matters; however, we are not
aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.
We are admitted to practice law in the State of California, and
we render this opinion only with respect to, and express no opinion herein with
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws of the United States of America and the states of California
and Delaware.
Based upon the foregoing, it is our opinion that the
1,944,807 shares of Stock that may be issued and sold by the Company upon the
exercise of (i) the Assumed Options, (ii) stock options granted or to be granted
under the Equity Incentive Plan, (iii) purchase rights granted or to be granted
under the Purchase Plan, and (iv) the Broadbase Non-Plan Options, when issued,
sold and delivered in accordance with the applicable plan and purchase
agreements entered into or to be entered into thereunder and in the manner and
for the consideration stated in the Registration Statement and the relevant
Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us, if any, in
the Registration Statement, each Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with issuance and
sale of shares in subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ DAVID K. MICHAELS
-------------------------------
David K. Michaels, a partner
<PAGE> 1
EXHIBIT 23.02
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to Options and purchase rights issued under the Rubric,
Inc. 1997 Stock Option Plan and assumed by the Registrant in connection with
its acquisition of Rubric, Options granted pursuant to stock option agreements
entered into outside of the Rubric 1997 Stock Option Plan, the Broadbase
Software, Inc. 1999 Equity Incentive Plan, the Broadbase Software, Inc. 1999
Employee Stock Purchase Plan, and Options granted pursuant to stock option
agreements entered into outside of the Broadbase Software, Inc. 1999 Equity
Incentive Plan of our report dated January 11, 2000, with respect to the
consolidated financial statements of Broadbase Software, Inc. included in its
Registration Statement (Form S-1 No. 333-95125).
Our audits also included the financial statement schedule of Broadbase
Software, Inc. listed in Item 16(b) to the Registration Statement (Form S-1).
This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
the financial statement schedule referred to above, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
San Jose, California /s/ Ernst & Young LLP
March 6, 2000
<PAGE> 1
EXHIBIT 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 12, 2000 relating to the
financial statements of Rubric, Inc., which is incorporated by reference in
Broadbase Software, Inc.'s Registration Statement on Form S-1 for the year
ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
- ----------------------------------
PricewaterhouseCoopers LLP
San Jose, California
March 7, 2000
