<PAGE>
Exhibit 99.2
RESUMIX, INC.
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
ADOPTED ON AUGUST 13, 1998
APPROVED BY SHAREHOLDERS ON AUGUST 13, 1998
1. PURPOSE.
(a) The purpose of the 1998 Non-Employee Directors' Stock Option Plan
(the "Plan") is to provide a means by which each person who is a member of the
Board of Directors (the "Board") of RESUMIX, INC, a New Jersey corporation (the
"Company"), and who is not otherwise, at the time of grant of an option under
the Plan, an employee of the Company or of any Affiliate of the Company (each
such person being hereinafter referred to as a "Non-Employee Director") will be
given an opportunity to purchase stock of the Company.
(b) The word "AFFILIATE" as used in the Plan means any parent
corporation or subsidiary corporation of the Company as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code"), and shall be deemed to include the
General Atlantic Partners family of investment funds. The term "LISTING DATE"
means the first date upon which any security of the Company is listed (or
approved for listing) upon notice of issuance on any securities exchange or
designated (or approved for designation) upon notice of issuance as a national
market security on an interdealer quotation system if such securities exchange
or interdealer quotation system has been certified in
1.
<PAGE>
accordance with the provisions of Section 25100(o) of the California Corporate
Securities Law of 1968.
(c) The Company, by means of the Plan, seeks to retain the services of
persons now serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.
2. ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to a
committee, as provided in subsection 2(b).
(b) The Board may delegate administration of the Plan to a committee
comprising not fewer than two (2) members of the Board (the "Committee"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.
3. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of Section 10 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to options granted under
the Plan shall not exceed in the aggregate fifty thousand (50,000) shares of the
Company's common stock. If any option granted under the Plan shall for any
reason expire or otherwise terminate without having been
2.
<PAGE>
exercised in full, the stock not purchased under such option shall again become
available for the Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
4. ELIGIBILITY.
Options shall be granted only to Non-Employee Directors of the Company.
5. NON-DISCRETIONARY GRANTS.
(a) Upon the date of the approval of the Plan by the Board (the
"Adoption Date"), each person who is then a Non-Employee Director automatically
shall be granted an option to purchase twenty-four thousand (24,000) shares of
common stock of the Company on the terms and conditions set forth herein.
(b) Each person who is, after the Adoption Date, elected for the first
time to be a Non-Employee Director automatically shall, upon the date of his or
her initial election to be a Non-Employee Director by the Board or shareholders
of the Company, be granted an option to purchase twenty-four thousand (24,000)
shares of common stock of the Company on the terms and conditions set forth
herein.
(c) On the third anniversary from the date of grant of an option under
subsection 5(a) or subsection 5(b), the holder of such an option who is then a
Non-Employee Director, automatically shall be granted an option to purchase
twenty-four thousand (24,000) shares of common stock of the Company on the terms
and conditions set forth herein.
(d) Notwithstanding the foregoing, if on a grant date under this Section
5, the number of shares reserved under the Plan and not subject to outstanding
options is less than the number of shares to be granted subject to options on
such date, then the number of such remaining shares
3.
<PAGE>
shall be allocated first to the making of grants under subsection 5(b) of the
Plan (pro-rated if necessary), and any remaining number of such shares shall
then be allocated pro-rata among the option grants to be made under subsection
5(c).
6. OPTION PROVISIONS.
Each option shall be subject to the following terms and conditions:
(a) The term of each option commences on the date it is granted and,
unless sooner terminated as set forth herein, expires on the date ("Expiration
Date") ten (10) years from the date of grant. If the optionee's service as a
Non-Employee Director of the Company or any Affiliate terminates for any reason
or for no reason, the option shall terminate on the earlier of the Expiration
Date or the date three (3) months following the date of termination of such
service; PROVIDED, HOWEVER, that if such termination of service is due to (i)
the optionee's death, the option shall terminate on the earlier of the
Expiration Date or eighteen (18) months following the date of the optionee's
death (ii) the optionee's disability, the option shall terminate on the earlier
of the Expiration Date or twelve (12) months following the date of the
optionee's disability. In any and all circumstances, an option may be exercised
following termination of the optionee's service as a Non-Employee Director of
the Company or any Affiliate only as to that number of shares as to which it was
exercisable as of the date of termination of such service under the provisions
of subsection 6(e).
(b) The exercise price of each option shall be one hundred percent
(100%) of the fair market value of the stock subject to such option on the date
such option is granted. Notwithstanding the foregoing, prior to the effective
date of the first registration of an equity security of the Company under
Section 12 of the Securities Exchange Act of 1934, as amended, if any person to
whom an option is to be granted under the Plan owns stock possessing more than
4.
<PAGE>
ten percent (10%) of the total combined voting power or value of all classes of
stock of the Company or of any of its Affiliates, the option exercise price
shall be one hundred ten percent (110%) of the fair market value of such stock
at the date of grant.
(c) The optionee may elect to make payment of the exercise price under
one of the following alternatives:
(i) Payment of the exercise price per share in cash at the time of
exercise; or
(ii) Provided that at the time of the exercise the Company's common
stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of shares of common stock of the Company already owned by
the optionee, held for the period required to avoid a charge to the Company's
reported earnings, and owned free and clear of any liens, claims, encumbrances
or security interest, which common stock shall be valued at its fair market
value on the date preceding the date of exercise; or
(iii) Payment by a combination of the methods of payment specified
in subsection 6(c)(i) and 6(c)(ii) above. Notwithstanding the foregoing, this
option may be exercised pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which results in the receipt of cash
(or check) by the Company either prior to the issuance of shares of the
Company's common stock or pursuant to the terms of irrevocable instructions
issued by the optionee prior to the issuance of shares of the Company's common
stock.
(d) An option shall not be transferable except by will or by the laws of
descent and distribution, or pursuant to a domestic relations order satisfying
the requirements of Rule 16b-3 under the Securities Exchange Act of 1934 ("Rule
16b-3") and shall be exercisable during the lifetime of the person to whom the
option is granted only by such person (or by his guardian or
5.
<PAGE>
legal representative) or transferee pursuant to such an order. Notwithstanding
the foregoing, the optionee may, by delivering written notice to the Company in
a form satisfactory to the Company, designate a third party who, in the event of
the death of the optionee, shall thereafter be entitled to exercise the option.
(e) The option shall become exercisable as follows:
(i) The option shall become exercisable, starting from the grant
date, at the rate of one thirty-sixth (1/36th) of the number of shares subject
to the option at the end of each month for so long as the optionee continues
service as a Non-Employee Director of the Company or any Affiliate of the
Company, whereupon such option shall become fully exercisable in accordance with
its terms with respect to that portion of the shares represented by that
installment.
(ii) In the event the optionee's service as a Non-Employee Director
terminates as a result of the optionee's death, the vesting of the option that
would have occurred under the option, but for the optionee's death, during the
period beginning on the date of death and ending on the date that is six (6)
months from the date of death, shall accelerate and the option shall be
exercisable for such number of shares in addition to the number of shares for
which it was exercisable on the date of death.
(iii) If so provided in the option agreement, the optionee may elect
at any time before the optionee's service as a Non-Employee Director terminates
to exercise the option as to any part or all of the shares subject to the option
prior to the full vesting of the option. Any unvested shares so purchased shall
be subject to an unvested share repurchase option in favor of the Company. The
price of any such repurchase option shall be the original purchase price (or the
exercise price).
6.
<PAGE>
(f) The Company may require any optionee, or any person to whom an
option is transferred under subsection 6(d), as a condition of exercising any
such option: (i) to give written assurances satisfactory to the Company as to
the optionee's knowledge and experience in financial and business matters; and
(ii) to give written assurances satisfactory to the Company stating that such
person is acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise distributing
the stock. These requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the
exercise of the option has been registered under a then-currently-effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or (ii), as to any particular requirement, a determination is
made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may require
any optionee to provide such other representations, written assurances or
information which the Company shall determine is necessary, desirable or
appropriate to comply with applicable securities laws as a condition of granting
an option to the optionee or permitting the optionee to exercise the option. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the stock.
(g) Notwithstanding anything to the contrary contained herein, an option
may not be exercised unless the shares issuable upon exercise of such option are
then registered under the Securities Act or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.
7.
<PAGE>
(h) The Company (or a representative of the underwriters) may, in
connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, require that any optionee
not sell or otherwise transfer or dispose of any shares of common stock or other
securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date of the registration statement of the
Company filed under the Securities Act as may be requested by the Company or the
representative of the underwriters.
7. COVENANTS OF THE COMPANY.
(a) During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such options.
(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; PROVIDED, HOWEVER, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan, or any stock issued or issuable pursuant to any such option. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options.
8. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to options granted under the Plan shall
constitute general funds of the Company.
8.
<PAGE>
9. MISCELLANEOUS.
(a) Neither an optionee nor any person to whom an option is transferred
under subsection 6(d) shall be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares subject to such option unless and
until such person has satisfied all requirements for exercise of the option
pursuant to its terms.
(b) Throughout the term of any option granted pursuant to the Plan, the
Company shall make available to the holder of such option, not later than one
hundred twenty (120) days after the close of each of the Company's fiscal years
during the option term, upon request, such financial and other information
regarding the Company as comprises the annual report to the shareholders of the
Company provided for in the Bylaws of the Company and such other information
regarding the Company as the holder of such option may reasonably request.
(c) Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Non-Employee Director any right to continue in the service
of the Company or any Affiliate in any capacity or shall affect any right of the
Company, its Board or shareholders or any Affiliate to remove any Non-Employee
Director pursuant to the Company's By-Laws and the provisions of the California
General Corporation Law (or the applicable laws of the Company's state of
incorporation if the Company's state of incorporation should change in the
future).
(d) No Non-Employee Director, individually or as a member of a group,
and no beneficiary or other person claiming under or through him, shall have any
right, title or interest in or to any option reserved for the purposes of the
Plan except as to such shares of common stock, if any, as shall have been
reserved for him pursuant to an option granted to him.
(e) In connection with each option made pursuant to the Plan, it shall
be a condition precedent to the Company's obligation to issue or transfer shares
to a Non-Employee Director, or
9.
<PAGE>
to evidence the removal of any restrictions on transfer, that such Non-Employee
Director make arrangements satisfactory to the Company to insure that the amount
of any federal or other withholding tax required to be withheld with respect to
such sale or transfer, or such removal or lapse, is made available to the
Company for timely payment of such tax.
(f) As used in this Plan, "fair market value" means, as of any date, the
value of the common stock of the Company determined as follows and in each case
in a manner consistent with Section 260.140.50 of Title 10 of the California
Code of Regulations:
(i) If the common stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, the Fair Market Value of a share of common stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in common stock) on the last market trading day prior
to the day of determination, as reported in the Wall Street Journal or such
other source as the Board deems reliable;
(ii) If the common stock is quoted on the NASDAQ System (but not on
the National Market System thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a share of common stock shall be the mean between the bid and asked prices for
the common stock on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or such other source as
the Board deems reliable;
(iii) In the absence of an established market for the common stock,
the Fair Market Value shall be determined in good faith by the Board.
10.
<PAGE>
10. ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made in the stock subject to the Plan, or subject
to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan and outstanding options will
be appropriately adjusted in the class(es) and maximum number of shares subject
to the Plan and the class(es) and number of shares and price per share of stock
subject to outstanding options. Such adjustments shall be made by the Board, the
determination of which shall be final, binding and conclusive. (The conversion
of any convertible securities of the Company shall not be treated as a
"transaction not involving the receipt of consideration by the Company.")
(b) "CORPORATE-DEFINING EVENT" means:
(i) a dissolution, liquidation, or sale of all or substantially
all of the assets of the Company, or
(ii) a merger or consolidation in which the Company is not the
surviving corporation, or
(iii) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, or
(iv) after the Listing Date, the acquisition by any person, entity
or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") or any comparable successor
provisions (excluding any employee benefit plan,
11.
<PAGE>
or related trust, sponsored or maintained by the Company or any Affiliate of the
Company) of the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act, or comparable successor rule) of securities
of the Company representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors, or
(v) after the Listing Date, individuals who, as of the date of the
adoption of this Plan, are members of the Board (the "Incumbent Board"), ceasing
for any reason to constitute at least fifty percent (50%) of the Board, unless
the election, or nomination for election, by the Company's shareholders of any
new director was approved by a vote of at least fifty percent (50%) of the
Incumbent Board, in which case such new director shall be considered as a member
of the Incumbent Board.
(c) If there is a Corporate-Defining Event, then to the extent not
prohibited by applicable law, the vesting of options outstanding under the Plan
shall accelerate in full prior to such Corporate-Defining Event and (i) if the
Corporate-Defining Event is described under subsections 10(b)(i), 10(b)(ii), or
10(b)(iii), then the options shall terminate if neither exercised after such
acceleration and at or prior to such event, nor assumed or converted into
substantially similar options; or (ii) if the Corporate-Defining Event is
described under subsections 10(b)(iv) or 10(b)(v), then the options shall
otherwise continue in accordance with their terms and the Plan.
(d) Notwithstanding other provisions of the Plan: if potential
acceleration of vesting (and exercisability) would BY ITSELF result in a
transaction that would otherwise be eligible to be accounted for as a "pooling
of interests" accounting transaction becoming ineligible for such accounting
treatment; and the potential acquiring or surviving corporation of the
transaction
12.
<PAGE>
desires to account for such transaction as a "pooling of interests" transaction,
then such acceleration shall not occur. Additionally, in the event that the
restrictions upon acceleration provided for in the immediately preceding
sentence BY ITSELF would result in the transaction becoming ineligible to be
accounted for as a "pooling of interests" accounting transaction, then such
restrictions (and such acceleration) shall be deemed inoperative. Accounting
issues shall be determined by the Company's independent public accountants
applying generally accepted accounting principles.
11. AMENDMENT OF THE PLAN.
(a) The Board at any time, and from time to time, may amend the Plan
and/or some or all outstanding options granted under the Plan. Except as
provided in Section 10 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the shareholders of the Company
within twelve (12) months before or after the adoption of the amendment, where
the amendment will:
(i) Increase the number of shares which may be issued under
the Plan;
(ii) Modify the requirements as to eligibility for participation in
the Plan (to the extent such modification requires shareholder approval in order
for the Plan to comply with the requirements of Rule 16b-3); or
(iii) Modify the Plan in any other way if such modification requires
shareholder approval in order for the Plan to comply with the requirements of
Rule 16b-3 or Section 162(m) of the Internal Revenue Code.
(b) Rights and obligations under any option granted before any amendment
of the Plan shall not be impaired by such amendment unless (i) the Company
requests the consent of the person to whom the option was granted and (ii) such
person consents in writing.
13.
<PAGE>
12. TERMINATION OR SUSPENSION OF THE PLAN.
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on the day before the tenth (10th)
anniversary of the date the Plan is adopted by the Board or approved by the
shareholders of the Company, whichever is earlier.
(b) Rights and obligations under any option granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except
with the consent of the person to whom the option was granted.
13. EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.
(a) The Plan shall become effective upon adoption by the Board of
Directors, subject to the condition subsequent that the Plan is approved by the
shareholders of the Company.
(b) No option granted under the Plan shall be exercised or exercisable
unless and until the condition of subsection 13(a) above has been met.
14.
