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EXHIBIT 10.3
NET PERCEPTIONS, INC.
2000 STOCK PLAN
(AS ADOPTED EFFECTIVE APRIL 20, 2000)
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EXHIBIT 10.3
TABLE OF CONTENTS
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ARTICLE 1. INTRODUCTION..........................................................................................1
ARTICLE 2. ADMINISTRATION........................................................................................1
2.1 Committee Composition...............................................................................1
2.2 Committee Responsibilities..........................................................................1
ARTICLE 3. SHARES AVAILABLE FOR GRANTS...........................................................................1
3.1 Basic Limitation....................................................................................1
3.3 Additional Shares...................................................................................2
ARTICLE 4. ELIGIBILITY...........................................................................................2
ARTICLE 5. OPTIONS
5.1 Stock Option Agreement..............................................................................2
5.2 Number of Shares....................................................................................2
5.3 Exercise Price......................................................................................2
5.4 Exercisability and Term.............................................................................2
5.5 Modification or Assumption of Options...............................................................3
5.6 Buyout Provisions...................................................................................3
ARTICLE 6. PAYMENT FOR OPTION SHARES.............................................................................3
6.1 General Rule........................................................................................3
6.2 Surrender of Stock..................................................................................3
6.3 Exercise/Sale.......................................................................................3
6.4 Exercise/Pledge.....................................................................................3
6.5 Promissory Note.....................................................................................4
6.6 Other Forms of Payment..............................................................................4
ARTICLE 7. RESTRICTED SHARES.....................................................................................4
7.1 Restricted Stock Agreement..........................................................................4
7.2 Payment for Awards..................................................................................4
7.3 Vesting Conditions..................................................................................4
7.4 Voting and Dividend Rights..........................................................................4
ARTICLE 8. CHANGE IN CONTROL.....................................................................................5
8.1 Effect of Change in Control.........................................................................5
8.2 Involuntary Termination.............................................................................5
ARTICLE 9. PROTECTION AGAINST DILUTION...........................................................................5
9.1 Adjustments.........................................................................................5
9.2 Dissolution or Liquidation..........................................................................5
9.3 Reorganizations.....................................................................................6
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EXHIBIT 10.3
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ARTICLE 10. DEFERRAL OF DELIVERY OF SHARES.......................................................................6
ARTICLE 11. AWARDS UNDER OTHER PLANS.............................................................................6
ARTICLE 12. LIMITATION ON RIGHTS.................................................................................6
12.1 Retention Rights...................................................................................6
12.2 Stockholders' Rights...............................................................................7
12.3 Regulatory Requirements............................................................................7
ARTICLE 13. WITHHOLDING TAXES....................................................................................7
13.1 General............................................................................................7
13.2 Share Withholding..................................................................................7
ARTICLE 14. FUTURE OF THE PLAN...................................................................................7
14.1 Term of the Plan...................................................................................7
14.2 Amendment or Termination...........................................................................8
ARTICLE 15. DEFINITIONS..........................................................................................8
ARTICLE 16. EXECUTION...........................................................................................11
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EXHIBIT 10.3
NET PERCEPTIONS, INC.
2000 STOCK PLAN
ARTICLE 1. INTRODUCTION.
The Plan was adopted by the Board effective April 20, 2000. The purpose
of the Plan is to promote the long-term success of the Company and the creation
of stockholder value by (a) encouraging Employees and Consultants to focus on
critical long-range objectives, (b) encouraging the attraction and retention of
Employees and Consultants with exceptional qualifications and (c) linking
Employees and Consultants directly to stockholder interests through increased
stock ownership. The Plan seeks to achieve this purpose by providing for Awards
in the form of Restricted Shares or Options (which shall constitute nonstatutory
stock options).
The Plan shall be governed by, and construed in accordance with, the
laws of the State of Delaware (except their choice-of-law provisions).
ARTICLE 2. ADMINISTRATION.
2.1 COMMITTEE COMPOSITION. The Committee shall administer the Plan. The
Committee shall consist exclusively of one or more directors of the Company, who
shall be appointed by the Board.
2.2 COMMITTEE RESPONSIBILITIES. The Committee shall (a) select the
Employees and Consultants who are to receive Awards under the Plan, (b)
determine the type, number, vesting requirements and other features and
conditions of such Awards, (c) interpret the Plan and (d) make all other
decisions relating to the operation of the Plan. The Committee may adopt such
rules or guidelines as it deems appropriate to implement the Plan. The
Committee's determinations under the Plan shall be final and binding on all
persons.
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1 BASIC LIMITATION. Common Shares issued pursuant to the Plan may be
authorized but unissued shares or treasury shares. The aggregate number of
Options and Restricted Shares awarded under the Plan shall not exceed (a)
500,000 plus (b) the additional Common Shares described in Section 3.2. The
limitation of this Section 3.1 shall be subject to adjustment pursuant to
Article 8.
3.2 ADDITIONAL SHARES. If Options are forfeited or terminate for any
other reason before being exercised, then the corresponding Common Shares shall
again become available for the grant of Options or Restricted Shares under the
Plan. If Restricted Shares or Common Shares issued upon the exercise of Options
are forfeited, then such Common Shares shall again become available for the
grant of Options and Restricted Shares under the Plan.
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EXHIBIT 10.3
ARTICLE 4. ELIGIBILITY.
Employees and Consultants shall be eligible for the grant of Awards,
except that members of the Board and individuals who are considered officers of
the Company under the rules of the National Association of Securities Dealers
shall not be eligible for the grant of Awards.
ARTICLE 5. OPTIONS.
5.1 STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms of the Plan and
may be subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical. Options may be granted in consideration of a reduction in
the Optionee's other compensation. A Stock Option Agreement may provide that a
new Option will be granted automatically to the Optionee when he or she
exercises a prior Option and pays the Exercise Price in the form described in
Section 6.2.
5.2 NUMBER OF SHARES. Each Stock Option Agreement shall specify the
number of Common Shares subject to the Option and shall provide for the
adjustment of such number in accordance with Article 8.
5.3 EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price; provided that the Exercise Price shall in no event be less than
85% of the Fair Market Value of a Common Share on the date of grant. A Stock
Option Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the Option is outstanding.
5.4 EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify
the date or event when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the
Option. A Stock Option Agreement may provide for accelerated exercisability in
the event of the Optionee's death, disability or retirement or other events and
may provide for expiration prior to the end of its term in the event of the
termination of the Optionee's service.
5.5 MODIFICATION OR ASSUMPTION OF OPTIONS. Within the 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 by 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. The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his or her rights or obligations under
such Option.
5.6 BUYOUT PROVISIONS. The Committee may at any time (a) offer to buy
out for a payment in cash or cash equivalents an Option previously granted or
(b) authorize an
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EXHIBIT 10.3
Optionee to elect to cash out an Option previously granted, in either case at
such time and based upon such terms and conditions as the Committee shall
establish.
ARTICLE 6. PAYMENT FOR OPTION SHARES.
6.1 GENERAL RULE. The entire Exercise Price of Common Shares issued
upon exercise of Options shall be payable in cash or cash equivalents at the
time when such Common Shares are purchased, unless the Committee accepts payment
in any other form(s) described in this Article 6.
6.2 SURRENDER OF STOCK. To the extent that this Section 6.2 is
applicable, all or any part of the Exercise Price may be paid by surrendering,
or attesting to the ownership of, Common Shares that are already owned by the
Optionee. Such Common Shares shall be valued at their Fair Market Value on the
date when the new Common Shares are purchased under the Plan. The Optionee shall
not surrender, or attest to the ownership of, Common Shares in payment of the
Exercise Price if such action would cause the Company to recognize compensation
expense (or additional compensation expense) with respect to the Option for
financial reporting purposes.
6.3 EXERCISE/SALE. To the extent that this Section 6.3 is applicable,
all or any part of the Exercise Price and any withholding taxes may be paid by
delivering (on a form prescribed by the Company) an irrevocable direction to a
securities broker approved by the Company to sell all or part of the Common
Shares being purchased under the Plan and to deliver all or part of the sales
proceeds to the Company.
6.4 EXERCISE/PLEDGE. To the extent that this Section 6.4 is applicable,
all or any part of the Exercise Price and any withholding taxes may be paid by
delivering (on a form prescribed by the Company) an irrevocable direction to
pledge all or part of the Common Shares being purchased under the Plan to a
securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan proceeds to the Company.
6.5 PROMISSORY NOTE. To the extent that this Section 6.5 is applicable,
all or any part of the Exercise Price and any withholding taxes may be paid by
delivering (on a form prescribed by the Company) a full-recourse promissory
note. However, the par value of the Common Shares being purchased under the
Plan, if newly issued, shall be paid in cash or cash equivalents.
6.6 OTHER FORMS OF PAYMENT. To the extent that this Section 6.6 is
applicable, all or any part of the Exercise Price and any withholding taxes may
be paid in any other form that is consistent with applicable laws, regulations
and rules.
ARTICLE 7. RESTRICTED SHARES.
7.1 RESTRICTED STOCK AGREEMENT. Each grant of Restricted Shares under
the Plan shall be evidenced by a Restricted Stock Agreement between the
recipient and the Company. Such Restricted Shares shall be subject to all
applicable terms of the Plan and may be
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EXHIBIT 10.3
subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Restricted Stock Agreements entered into under the
Plan need not be identical.
7.2 PAYMENT FOR AWARDS. Subject to the following sentence, Restricted
Shares may be sold or awarded under the Plan for such consideration as the
Committee may determine, including (without limitation) cash, cash equivalents,
full-recourse promissory notes, past services and future services. To the extent
that an Award consists of newly issued Restricted Shares, the consideration
shall consist exclusively of cash, cash equivalents or past services rendered to
the Company (or a Parent or Subsidiary) or, for the amount in excess of the par
value of such newly issued Restricted Shares, full-recourse promissory notes, as
the Committee may determine.
7.3 VESTING CONDITIONS. Each Award of Restricted Shares may or may not
be subject to vesting. Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Restricted Stock Agreement. A
Restricted Stock Agreement may provide for accelerated vesting in the event of
the Participant's death, disability or retirement or other events.
7.4 VOTING AND DIVIDEND RIGHTS. The holders of Restricted Shares
awarded under the Plan shall have the same voting, dividend and other rights as
the Company's other stockholders. A Restricted Stock Agreement, however, may
require that the holders of Restricted Shares invest any cash dividends received
in additional Restricted Shares. Such additional Restricted Shares shall be
subject to the same conditions and restrictions as the Award with respect to
which the dividends were paid.
ARTICLE 8. CHANGE IN CONTROL
8.1 EFFECT OF CHANGE IN CONTROL. In the event that a Change in Control
occurs before a Participant's service terminates, each Award held by such
Participant shall automatically accelerate so that such Award shall, immediately
prior to the effective date of the Change in Control, become fully vested or
fully exercisable for vested shares. However, an outstanding Award shall NOT so
accelerate if and to the extent that such Award, in connection with the Change
in Control, is (a) to remain outstanding, (b) to be assumed by the successor
corporation (or parent thereof) or (c) to be replaced with a comparable Award
for shares of the capital stock of the successor corporation (or parent
thereof). The Committee shall make the determination of Award comparability, and
its determination shall be final, binding and conclusive.
8.2 INVOLUNTARY TERMINATION. In the event that (a) a Change in Control
occurs before a Participant's service terminates, (b) an Award held by such
Participant did not vest in full under Section 8.1 and (c) such Participant
experiences an Involuntary Termination within 18 months following such Change in
Control, such Award shall automatically accelerate so that such Award shall,
immediately prior to the effective date of the Involuntary Termination, become
fully vested or fully exercisable for vested shares.
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EXHIBIT 10.3
ARTICLE 9. PROTECTION AGAINST DILUTION.
9.1 ADJUSTMENTS. In the event of a subdivision of the outstanding
Common Shares, a declaration of a dividend payable in Common Shares, a
declaration of a dividend payable in a form other than Common Shares in an
amount that has a material effect on the price of Common Shares, a combination
or consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off
or a similar occurrence, the Committee shall make such adjustments as it, in its
sole discretion, deems appropriate in one or more of (a) the number of Options
and Restricted Shares available for future Awards under Article 3, (b) the
number of Common Shares covered by each outstanding Option or (c) the Exercise
Price under each outstanding Option. Except as provided in this Article 9, a
Participant shall have no rights by reason of any issue by the Company of stock
of any class or securities convertible into stock of any class, any subdivision
or consolidation of shares of stock of any class, the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class.
9.2 DISSOLUTION OR LIQUIDATION. To the extent not previously exercised,
Options shall terminate immediately prior to the dissolution or liquidation of
the Company.
9.3 REORGANIZATIONS. In the event that the Company is a party to a
merger or other reorganization, outstanding Options and Restricted Shares shall
be subject to the agreement of merger or reorganization. Such agreement shall
provide for (a) the continuation of the outstanding Awards by the Company, if
the Company is a surviving corporation, (b) the assumption of the outstanding
Awards by the surviving corporation or its parent or subsidiary, (c) the
substitution by the surviving corporation or its parent or subsidiary of its own
awards for the outstanding Awards, (d) full exercisability or vesting and
accelerated expiration of the outstanding Awards or (e) settlement of the full
value of the outstanding Awards in cash or cash equivalents followed by
cancellation of such Awards.
ARTICLE 10. DEFERRAL OF DELIVERY OF SHARES.
The Committee (in its sole discretion) may permit or require an
Optionee to have Common Shares that otherwise would be delivered to such
Optionee as a result of the exercise of an Option converted into amounts
credited to a deferred compensation account established for such Optionee by the
Committee as an entry on the Company's books. Such amounts shall be determined
by reference to the Fair Market Value of such Common Shares as of the date when
they otherwise would have been delivered to such Optionee. A deferred
compensation account established under this Article 10 may be credited with
interest or other forms of investment return, as determined by the Committee. An
Optionee for whom such an account is established shall have no rights other than
those of a general creditor of the Company. Such an account shall represent an
unfunded and unsecured obligation of the Company and shall be subject to the
terms and conditions of the applicable agreement between such Optionee and the
Company. If the conversion of Options is permitted or required, the Committee
(in its sole discretion) may establish rules, procedures and forms pertaining to
such conversion, including (without limitation) the settlement of deferred
compensation accounts established under this Article 10.
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EXHIBIT 10.3
ARTICLE 11. AWARDS UNDER OTHER PLANS.
The Company may grant awards under other plans or programs. Such awards
may be settled in the form of Common Shares issued under this Plan. Such Common
Shares shall be treated for all purposes under the Plan like Restricted Shares
and shall, when issued, reduce the number of Common Shares available under
Article 3.
ARTICLE 12. LIMITATION ON RIGHTS.
12.1 RETENTION RIGHTS. Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain an Employee or
Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve the
right to terminate the service of any Employee or Consultant at any time, with
or without cause, subject to applicable laws, the Company's certificate of
incorporation and by-laws and a written employment agreement (if any).
12.2 STOCKHOLDERS' RIGHTS. A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the time when a stock certificate for such
Common Shares is issued or, in the case of an Option, the time when he or she
becomes entitled to receive such Common Shares by filing a notice of exercise
and paying the Exercise Price. No adjustment shall be made for cash dividends or
other rights for which the record date is prior to such time, except as
expressly provided in the Plan.
12.3 REGULATORY REQUIREMENTS. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration, qualification or listing
or to an exemption from registration, qualification or listing.
ARTICLE 13. WITHHOLDING TAXES.
13.1 GENERAL. To the extent required by applicable federal, state,
local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.
13.2 SHARE WITHHOLDING. The Committee may permit a Participant to
satisfy all or part of his or her withholding or income tax obligations by
having the Company withhold all or a portion of any Common Shares that otherwise
would be issued to him or her or by surrendering all or a portion of any Common
Shares that he or she previously acquired. Such Common Shares shall be valued at
their Fair Market Value on the date when they are withheld or surrendered.
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EXHIBIT 10.3
ARTICLE 14. FUTURE OF THE PLAN.
14.1 TERM OF THE PLAN. The Plan, as set forth herein, shall become
effective on April 20, 2000. The Plan shall remain in effect until it is
terminated under Section 14.2.
14.2 AMENDMENT OR TERMINATION. The Board may, at any time and for any
reason, amend or terminate the Plan. 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. No Awards shall be granted under the Plan
after the termination thereof. The termination of the Plan, or any amendment
thereof, shall not affect any Award previously granted under the Plan.
ARTICLE 15. DEFINITIONS.
15.1 "AFFILIATE" means any entity other than a Subsidiary, if the
Company and/or one or more Subsidiaries own not less than 50% of such entity.
15.2 "AWARD" means any award of an Option or a Restricted Share under
the Plan.
15.3 "BOARD" means the Company's Board of Directors, as constituted
from time to time.
15.4 "CHANGE IN CONTROL" shall mean:
(a) The consummation of a merger or consolidation of the Company
with or into another entity or any other corporate reorganization, if more
than 50% of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger,
consolidation or other reorganization is owned by persons who were not
stockholders of the Company immediately prior to such merger, consolidation
or other reorganization;
(b) The sale, transfer or other disposition of all or
substantially all of the Company's assets;
(c) A change in the composition of the Board, as a result of which
fewer than two-thirds of the incumbent directors are directors who either
(i) had been directors of the Company on the date 24 months prior to the
date of the event that may constitute a Change in Control (the "original
directors") or (ii) were elected, or nominated for election, to the Board
with the affirmative votes of at least a majority of the aggregate of the
original directors who were still in office at the time of the election or
nomination and the directors whose election or nomination was previously so
approved; or
(d) Any transaction as a result of which any person is the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or
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EXHIBIT 10.3
indirectly, of securities of the Company representing at least 50% of the
total voting power represented by the Company's then outstanding voting
securities. For purposes of this Paragraph (d), the term "person" shall
have the same meaning as when used in Sections 13(d) and 14(d) of the
Exchange Act but shall exclude (i) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of a Parent or
Subsidiary and (ii) a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their
ownership of the common stock of the Company.
A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.
15.5 "CODE" means the Internal Revenue Code of 1986, as amended.
15.6 "COMMITTEE" means a committee of the Board, as described in
Article 2.
15.7 "COMMON SHARE" means one share of the common stock of the
Company.
15.8 "COMPANY" means Net Perceptions, Inc., a Delaware
corporation.
15.9 "CONSULTANT" means a consultant or adviser who provides bona
fide services to the Company, a Parent, a Subsidiary or an Affiliate as an
independent contractor. Service as a Consultant shall be considered
employment for all purposes of the Plan.
15.10 "EMPLOYEE" means a common-law employee of the Company, a
Parent, a Subsidiary or an Affiliate.
15.11 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
15.12 "EXERCISE PRICE" means the amount for which one Common Share
may be purchased upon exercise of an Option, as specified in the applicable
Stock Option Agreement.
15.13 "FAIR MARKET VALUE" means the market price of Common Shares,
determined by the Committee in good faith on such basis as it deems
appropriate. Whenever possible, the determination of Fair Market Value by
the Committee shall be based on the prices reported in The Wall Street
Journal. Such determination shall be conclusive and binding on all persons.
15.14 "INVOLUNTARY TERMINATION" means the termination of the
service of any individual that occurs by reason of:
(a) Such individual's involuntary dismissal or discharge by
the Company for reasons other than Misconduct; or
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EXHIBIT 10.3
(b) Such individual's voluntary resignation following (i) a
change in such individual's position with the Company that materially
reduces his or her level of responsibility, (ii) a reduction in such
individual's level of compensation (including base salary, fringe
benefits and participation in bonus or incentive programs) or (iii) a
relocation of such individual's place of employment by more than 50
miles, but only if such change, reduction or relocation is effected by
the Company without such individual's consent.
15.15 "MISCONDUCT" means (a) the commission of any act of fraud,
embezzlement or dishonesty by the Participant, (b) any unauthorized use or
disclosure by the Participant of confidential information or trade secrets
of the Company (or any Parent or Subsidiary) or (c) any other intentional
misconduct by the Participant adversely affecting the business or affairs
of the Company (or any Parent or Subsidiary) in a material manner. The
foregoing definition shall not be deemed to be inclusive of all the acts or
omissions that the Company (or any Parent or Subsidiary) may consider as
grounds for the dismissal or discharge of a Participant or other person in
the service of the Company (or any Parent or Subsidiary).
15.16 "NSO" means a stock option not described in sections 422 or
423 of the Code.
15.17 "OPTION" means an NSO granted under the Plan and entitling
the holder to purchase Common Shares.
15.18 "OPTIONEE" means a person or estate who holds an Option.
15.19 "PARENT" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company, if each of the
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. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a
Parent commencing as of such date.
15.20 "PARTICIPANT" means a person or estate who holds an Award.
15.21 "PLAN" means this Net Perceptions, Inc. 2000 Stock Plan, as
amended from time to time.
15.22 "RESTRICTED SHARE" means a Common Share awarded under the
Plan.
15.23 "RESTRICTED STOCK AGREEMENT" means the agreement between the
Company and the recipient of a Restricted Share that contains the terms,
conditions and restrictions pertaining to such Restricted Share.
15.24 "STOCK OPTION AGREEMENT" means the agreement between the
Company and an Optionee that contains the terms, conditions and
restrictions pertaining to his or her Option.
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EXHIBIT 10.3
15.25 "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. 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.
ARTICLE 16. EXECUTION.
To record the adoption of the Plan by the Board on April 20,
2000, the Company has caused its duly authorized officer to execute this
document in the name of the Company.
NET PERCEPTIONS, INC.
By: /s/ Thomas M. Donnelly
Title: Senior Vice President and Chief Financial
Officer
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