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EXHIBIT 4.1
THE TRIZETTO GROUP, INC.
FIRST AMENDED AND RESTATED 1998 STOCK OPTION PLAN
(AMENDED AS OF JUNE 29, 2000)
1. THE PLAN.
1.1. PURPOSE. The purpose of this Plan is to promote the success of the
Company and the interests of its stockholders by attracting, motivating,
retaining and rewarding directors, officers, employees and other eligible
persons through the grant of equity incentives. Capitalized terms used herein
are defined in Section 4.
1.2. ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE.
1.2.1. COMMITTEE. This Plan will be administered by and all
Options will be authorized by the Committee. Action of the Committee with
respect to the administration of this Plan will be taken pursuant to a majority
vote or by written consent of its members.
1.2.2. PLAN AWARDS; INTERPRETATION; POWERS OF COMMITTEE.
Subject to the express provisions of this Plan and any express limitations on
the delegated authority of a Committee, the Committee will have the authority
to:
(a) determine eligibility and the particular Eligible
Persons who will receive Options;
(b) grant Options to Eligible Persons, determine the
price at which securities will be offered or awarded and the amount of
securities to be offered or awarded to any of such persons, and determine the
other specific terms and conditions of such Options consistent with the express
limits of this Plan, and establish the installments (if any) in which such
Options will become exercisable or will vest, or determine that no delayed
exercisability or vesting is required, and establish the events of termination
or reversion of such Options;
(c) approve the forms of Option Agreements (which
need not be identical either as to type of Option or among Participants);
(d) construe and interpret this Plan and any
agreements defining the rights and obligations of the Company and Participants
under this Plan, further define the terms used in this Plan, and prescribe,
amend and rescind rules and regulations relating to the administration of this
Plan;
(e) cancel, modify, or waive the Corporation's rights
with respect to, or modify, discontinue, suspend, or terminate any or all
outstanding Options held by Eligible Persons, subject to any required consent
under Section 3.6;
(f) accelerate or extend the exercisability or extend
the term of any or all such outstanding Options within the maximum ten-year term
of Options under Section 2.4; and
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(g) make all other determinations and take such other
action as contemplated by this Plan or as may be necessary or advisable for the
administration of this Plan and the effectuation of its purposes.
1.2.3. BINDING DETERMINATIONS. Any action taken by, or
inaction of, the Corporation, any Subsidiary, the Board or the Committee
relating or pursuant to this Plan will be within the absolute discretion of that
entity or body and will be conclusive and binding upon all persons. No member of
the Board or Committee, or officer of the Corporation or any Subsidiary, will be
liable for any such action or inaction of the entity or body, of another person
or, except in circumstances involving bad faith, of himself or herself. Subject
only to compliance with the express provisions hereof, the Board and Committee
may act in their absolute discretion in matters within their authority related
to this Plan.
1.2.4. RELIANCE ON EXPERTS. In making any determination or in
taking or not taking any action under this Plan, the Committee or the Board, as
the case may be, may obtain and may rely upon the advice of experts, including
employees of and professional advisors to the Corporation. No director, officer
or agent of the Company will be liable for any such action or determination
taken or made or omitted in good faith.
1.2.5. BIFURCATION OF PLAN ADMINISTRATION; DELEGATION. Subject
to the limits set forth in the definition of "Committee" in Section 4, the Board
may delegate different levels of authority to different Committees with
administration and grant authority under this Plan, provided that each
designated Committee granting any Options hereunder shall consist exclusively of
a member or members of the Board. A majority of the members of the acting
Committee shall constitute a quorum. The vote of a majority of a quorum or the
unanimous written consent of the Committee shall constitute action by the
Committee. A Committee may delegate ministerial, non-discretionary functions to
individuals who are officers or employees of the Company.
1.3. PARTICIPATION. Options may be granted by the Committee only to
those persons that the Committee determines to be Eligible Persons. An Eligible
Person who has been granted an Option may, if otherwise eligible, be granted
additional Options if the Committee so determines.
1.4. SHARES AVAILABLE FOR OPTIONS; SHARE LIMITS.
1.4.1. SHARES AVAILABLE. Subject to the provisions of Section
3.3, the capital stock that may be delivered under this Plan will be shares of
the Corporation's Common Stock. The Shares may be delivered for any lawful
consideration.
1.4.2. SHARE LIMITS. The maximum number of shares of Common
Stock that may be delivered pursuant to Options granted to Eligible Persons
under this Plan will not exceed 7,200,000 (the "SHARE LIMIT"). The maximum
number of Shares subject to those Options that are granted during any calendar
year to any one individual will be limited to 400,000. Each of the foregoing
numerical limits will be subject to adjustment as contemplated by this Section
1.4 and Section 3.3.
1.4.3. SHARE RESERVATION; REPLENISHMENT AND REISSUE OF
UNVESTED OPTIONS. No Option may be granted under this Plan unless, on the date
of grant, the sum of (i) the maximum number of Shares issuable at any time
pursuant to such Option, plus (ii) the number of Shares that have previously
been issued pursuant to Options granted under this Plan, other than reacquired
Shares available for reissue consistent with any applicable legal limitations,
plus (iii) the maximum number of Shares that may be issued at any time after
such date of grant pursuant to Options that
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are outstanding on such date, does not exceed the Share Limit. Shares that are
subject to or underlie Options that expire or for any reason are canceled or
terminated, are forfeited, fail to vest, or for any other reason are not paid or
delivered under this Plan, as well as reacquired Shares, will again, except to
the extent prohibited by law, be available for subsequent Options under this
Plan.
1.5. TRANSFER AND OTHER LIMITATIONS ON OPTIONS.
1.5.1. LIMIT ON EXERCISE AND TRANSFER. Unless otherwise
expressly provided in (or pursuant to) this Section 1.5, by applicable law and
by the Option Agreement, as the same may be amended, (i) all Options are
non-transferable and will not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge; (ii)
Options will be exercised only by the Participant; and (iii) amounts payable or
shares issuable pursuant to an Option will be delivered only to (or for the
account of) the Participant.
1.5.2. EXCEPTIONS. The Committee may permit Options to be
exercised by and paid only to certain persons or entities related to the
Participant pursuant to such conditions and procedures as the Committee may
establish. Any permitted transfer will be subject to the condition that the
Committee receive evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes and without consideration (other than
nominal consideration). Incentive Stock Options, however, will be subject to any
and all additional transfer restrictions under the Code.
1.5.3. FURTHER EXCEPTIONS TO LIMITS ON TRANSFER. The exercise
and transfer restrictions in Section 1.5.1 will not apply to:
(a) transfers to the Corporation,
(b) the designation of a beneficiary to receive
benefits if the Participant dies or, if the Participant has died, transfers to
or exercises by the Participant's beneficiary, or, in the absence of a validly
designated beneficiary, transfers by will or the laws of descent and
distribution,
(c) transfers pursuant to a QDRO if approved or
ratified by the Committee,
(d) if the Participant has suffered a disability,
permitted transfers or exercises on behalf of the Participant by the
Participant's legal representative, or
(e) the authorization by the Committee of "cashless
exercise" procedures with third parties who provide financing for the purpose of
(or who otherwise facilitate) the exercise of Options consistent with applicable
laws and the express authorization of the Committee.
1.5.4. LOCK-UP AGREEMENTS. No Participant or transferee of a
Participant shall, directly or indirectly, offer, sell, offer to sell, contract
to sell, grant any option to purchase or otherwise sell, transfer, pledge, or
dispose (or announce any offer, sale, offer of sale, contract of sale, grant of
any option to purchase or other sale, transfer, pledge or disposition)
(collectively, a "Transfer") of any of the Shares acquired on exercise,
conversion or settlement of an Option for a period commencing as of 14 days
prior to and ending one year, or such lesser period of time as the relevant
underwriters may permit, after the effective date of a registration statement
covering any public offering of the Corporation's securities of which a
Participant has notice. A Participant shall agree and consent to the entry of
stop transfer instructions with the Corporation's transfer agent against the
Transfer of the
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Corporation's securities beneficially owned by such Participant. If at any time
the Corporation proposes to register its Common Stock under the Securities Act
in connection with an underwritten public offering of the Corporation's Common
Stock, a Participant shall agree to enter into a one year, or such lesser period
of time as the relevant underwriters may permit, lock-up agreement with the
underwriter or underwriters selected for such underwriting by the Corporation
restricting any Transfers of shares of the Corporation's Common Stock owned by
or acquirable by such Participant, such lock-up agreement to be in customary
form. Notwithstanding anything else herein to the contrary, this Section 1.5.4
shall not be construed so as to prohibit a Participant from participating in a
registration or a public offering of the Common Stock with respect to any Shares
which he or she may hold at that time, provided, however, that such
participation shall be at the sole discretion of the Board.
1.5.5. ADDITIONAL TRANSFER AND OTHER RESTRICTIONS ON OPTIONS.
The transfer of Shares acquired pursuant to the exercise or vesting of an Option
or any interest therein shall be subject to such additional restrictions
pursuant to Section 3.1.4, or as the Committee may from time to time specify
with respect to such Option in the related Option Agreement.
2. OPTIONS.
2.1. GRANTS. One or more Options may be granted under this Section 2 to
any Eligible Person. Subject to the express provisions of this Plan, the
Committee will determine the number of shares of Common Stock subject to each
Option, and the exercise price or purchase price to be paid for the Shares. Each
Option will be evidenced by an Option Agreement signed by the Corporation and,
if required by the Committee, by the Participant. Each Option granted will be
designated in the applicable Option Agreement, by the Committee, as either an
Incentive Stock Option, subject to Section 2.5, or a Nonqualified Stock Option.
2.2. OPTION PRICE.
2.2.1. PRICING LIMITS. The purchase price per Share covered by
each Option will be determined by the Committee at the time of the award of the
Option, but will not be less than the greater of (i) the par value thereof, or
(ii) 85% of the Fair Market Value of the Common Stock on the date of grant. In
the case of Incentive Stock Options, the purchase price per Share will not be
less than 100% (110% in the case of a Participant described in Section 2.6) of
the Fair Market Value of the Common Stock on the date of grant.
2.2.2. PAYMENT PROVISIONS. The purchase price of any Shares
purchased on exercise of an Option granted under this Section 2 will be paid in
full at the time of each purchase in one or a combination of the following
methods: (i) in cash or by electronic funds transfer; (ii) by certified or
cashier's check payable to the order of the Corporation; (iii) if authorized by
the Committee or specified in the applicable Option Agreement, by a promissory
note of the Participant consistent with the requirements of Section 2.2.3; (iv)
by notice and third party payment in such manner as may be authorized by the
Committee; (v) if authorized by the Committee, cancellation of indebtedness or
conversion of other securities; or (vi) by the delivery of Shares already owned
by the Participant, but the Committee may in its absolute discretion limit the
Participant's ability to exercise an Option by delivering such Shares, and any
Shares delivered that were initially acquired upon exercise of a stock option
must have been owned by the Participant at least six months as of the date of
delivery. Shares of Common Stock used to satisfy the exercise price of an Option
will be valued at their Fair Market Value on the date of exercise. Without
limiting the generality of the foregoing, the Committee may provide that the
Option can be exercised and payment made by delivering a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Corporation the amount of sale proceeds necessary to pay the
exercise price
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and, unless otherwise prohibited by the Committee or applicable law, any
applicable tax withholding under Section 3.5. The Corporation will not be
obligated to deliver certificates for the Shares unless and until it receives
full payment of the exercise price therefor and any related withholding
obligations have been satisfied.
2.2.3. ACCEPTANCE OF NOTES TO FINANCE EXERCISE. The
Corporation may, with the Committee's express approval, accept one or more notes
from any Eligible Person in connection with the exercise of any outstanding
Option; but any such note will be subject to the following terms and conditions:
(a) PRINCIPAL. The Principal of the note will not
exceed the amount required to be paid to the Corporation upon the exercise of
one or more Options under this Plan and the note will be delivered directly to
the Corporation in consideration of such exercise or receipt.
(b) TERM. The initial term of the note will be
determined by the Committee; but the term of the note, including extensions,
will not exceed a period of five years.
(c) RECOURSE; SECURITY. The note will provide for
full recourse to the Participant and will bear interest at a rate determined by
the Committee but not less than the interest rate necessary to avoid the
imputation of interest under the Code. If required by the Committee or by
applicable law, the note will be secured by a pledge of any shares or rights
financed thereby in compliance with applicable law. The terms, repayment
provisions, and collateral release provisions of the note and the pledge
securing the note will conform with applicable rules and regulations of the
Federal Reserve Board as then in effect.
(d) TERMINATION OF EMPLOYMENT. If the employment of
the Participant terminates, the unpaid principal balance of the note will become
due and payable on the 10th business day after such termination; but if a sale
of such shares would cause such Participant to incur liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, the unpaid balance
will become due and payable on the 10th business day after the first day on
which a sale of such shares could have been made without incurring such
liability assuming for these purposes that there are no other transactions (or
deemed transactions in securities of this Corporation) by the Participant after
such termination, subject to the maximum term of the note under Section
2.2.3(b).
2.3. VESTING; LIMITS ON AND PROVISIONS FOR EXERCISE; OTHER LIMITATIONS.
2.3.1. VESTING. Unless the Committee otherwise expressly
provides in the applicable Option Agreement, each Option shall vest and become
exercisable as to 25% of the aggregate number of Shares subject to the Option on
each of the first through fourth anniversaries of the applicable Award Date.
Unless the Committee otherwise expressly provides in the applicable Option
Agreement, if a Participant's employment by (or other service specified in the
Option Agreement to) the Company terminates due to the Participant's death or
Total Disability, the Participant's Option shall vest and become exercisable on
his or her Severance Date (as such term is defined in Section 3.2) to the extent
such Option would have vested and become exercisable in the 90-day period
following his or her Severance Date had he or she remained in the employ of (or
providing services to) the Company.
2.3.2. EXERCISE PROCEDURE. Any exercisable Option will be
deemed to be exercised when the Corporation receives written notice of such
exercise from the Participant in a form approved by the Committee specifying the
number of Shares with respect to which the Option is being exercised, together
with any required payment made in accordance with Section 2.2.2. In
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addition, the Participant must provide any written statements required pursuant
to Section 3.4 of the Plan, if any.
2.3.3. FRACTIONAL SHARES/MINIMUM ISSUE. Fractional share
interests will be disregarded, but may be accumulated. The Committee, however,
may determine in the case of Eligible Persons that cash, other securities, or
other property will be paid or transferred in lieu of any fractional share
interests. No fewer than 100 Shares may be purchased on exercise of any Option
at one time unless the number purchased is the total number at the time
available for purchase under the Option.
2.4. OPTION PERIOD. Any Option and all rights thereunder shall expire
not more than 10 years after the date of grant; provided, however, that any
payment of cash or delivery of stock pursuant to an Option may be delayed until
a future date if specifically authorized by the Committee in writing.
2.5. LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.
2.5.1. $100,000 LIMIT. To the extent that the aggregate "FAIR
MARKET VALUE" of stock with respect to which incentive stock options first
become exercisable by a Participant in any calendar year exceeds $100,000,
taking into account both Common Stock subject to Incentive Stock Options under
this Plan and stock subject to incentive stock options under all other plans of
the Company or any parent corporation, such options will be treated as
Nonqualified Stock Options. For this purpose, the "FAIR MARKET VALUE" of the
stock subject to options will be determined as of the date the options were
awarded. In reducing the number of options treated as incentive stock options to
meet the $100,000 limit, the most recently granted options will be reduced
first. To the extent a reduction of simultaneously granted options is necessary
to meet the $100,000 limit, the Committee may, in the manner and to the extent
permitted by law, designate which Shares are to be treated as shares acquired
pursuant to the exercise of an Incentive Stock Option.
2.5.2. OTHER CODE LIMITS. Incentive Stock Options may only be
granted to Eligible Employees of the Corporation or a Subsidiary that satisfies
the other eligibility requirements of the Code. There will be imposed in any
Option Agreement relating to Incentive Stock Options such other terms and
conditions as from time to time are required in order that the Option be an
"incentive stock option" as that term is defined in Section 422 of the Code.
2.5.3. ISO NOTICE OF SALE REQUIREMENT. Any employee who
exercises an Incentive Stock Option shall give prompt written notice to the
Corporation of any sale or other transfer of the Shares acquired within one year
after the exercise date or two years after the Award Date.
2.6. LIMITS ON 10% HOLDERS. No Incentive Stock Option may be granted to
any person who, at the time the Option is granted, owns (or is deemed to own
under Section 424(d) of the Code) shares of outstanding Common Stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Corporation, unless the exercise price of such Option is at least 110% of the
Fair Market Value of the stock subject to the Option and such Option by its
terms is not exercisable after the expiration of five years from the date such
Option is granted.
2.7. OPTION REPRICING/CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS.
Subject to Section 1.4 and Section 3.6 and the specific limitations on Options
contained in this Plan, the Committee from time to time may authorize, generally
or in specific cases only, for the benefit of any Eligible Person any adjustment
in the exercise or purchase price, the vesting schedule, the number
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of shares subject to, or the restrictions upon or the term of, an Option granted
under this Section 2 by cancellation of an outstanding Option and a subsequent
regranting of an Option by amendment, by substitution of an outstanding Option,
by waiver or by other legally valid means. Such amendment or other action may
result among other changes in an exercise or purchase price that is higher or
lower than the exercise or purchase price of the original or prior Option,
provide for a greater or lesser number of Shares subject to the Option, or
provide for a longer or shorter vesting or exercise period.
2.8. OPTIONS FOR STOCK OPTIONS GRANTED BY OTHER CORPORATIONS. Options
may be granted to Eligible Persons under this Plan in substitution for employee
stock options granted by other entities to persons who are or who will become
Eligible Persons in respect of the Company, in connection with a distribution,
merger or reorganization by or with the granting entity or an affiliated entity,
or the acquisition by the Company, directly or indirectly, of all or a
substantial part of the stock or assets of the employing entity.
3. OTHER PROVISIONS.
3.1. RIGHTS OF ELIGIBLE PERSONS, PARTICIPANTS AND BENEFICIARIES.
3.1.1. EMPLOYMENT STATUS. Status as an Eligible Person will
not be construed as a commitment that any Option will be granted under this Plan
to an Eligible Person or to Eligible Persons generally.
3.1.2. NO EMPLOYMENT CONTRACT. Nothing contained in this Plan
(or in any other documents related to this Plan or to any Option) will confer
upon any Eligible Person or other Participant any right to continue in the
employ or other service of the Company or constitute any contract or agreement
of employment or other service, nor will interfere in any way with the right of
the Company to otherwise change such person's compensation or other benefits or
to terminate the employment or service of such person, with or without cause,
but nothing contained in this Plan or any related document will adversely affect
any independent contractual right of such person without the person's consent.
3.1.3. PLAN NOT FUNDED. Options payable under this Plan will
be payable in Shares or from the general assets of the Corporation, and (except
as provided in Section 1.4.3) no special or separate reserve, fund or deposit
will be made to assure payment of such Options. No Participant, Beneficiary or
other person will have any right, title or interest in any fund or in any
specific asset (including Shares, except as expressly otherwise provided) of the
Company by reason of any Option hereunder. Neither the provisions of this Plan
(or of any related documents), nor the creation or adoption of this Plan, nor
any action taken pursuant to the provisions of this Plan will create, or be
construed to create, a trust of any kind or a fiduciary relationship between the
Company and any Participant, Beneficiary or other person. To the extent that a
Participant, Beneficiary or other person acquires a right to receive payment
pursuant to any Option hereunder, such right will be no greater than the right
of any unsecured general creditor of the Company.
3.1.4. CHARTER DOCUMENTS. The Articles of Incorporation and
Bylaws of the Corporation, as either of them may be amended from time to time,
may provide for additional restrictions and limitations with respect to the
Common Stock (including additional restrictions and limitations on the transfer
of Shares). To the extent that these restrictions and limitations are greater
than those set forth in this Plan or any Option Agreement, such restrictions and
limitations shall apply to any Shares acquired pursuant to the exercise of
Options and are incorporated herein by this reference.
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3.2. EFFECTS OF TERMINATION OF EMPLOYMENT; DISCRETIONARY PROVISIONS.
3.2.1. RESIGNATION OR DISMISSAL. Unless otherwise provided in
the Option Agreement and subject to earlier termination pursuant to or as
contemplated by Section 2.4 or 3.3, if the Participant's employment by (or other
service specified in the Option Agreement to) the Company terminates for any
reason (including termination by the Company for cause) (the date of such
termination being referred to as the "SEVERANCE DATE") other than due to Total
Disability, Retirement or death, the Participant will have until the date which
is 30 days after his or her Severance Date to exercise any Option (or portion
thereof) to the extent that it is exercisable on the Severance Date. In such
cases, the Option, to the extent not exercisable on the Severance Date, will
terminate.
3.2.2. DEATH, RETIREMENT OR DISABILITY. Unless otherwise
provided in the Option Agreement and subject to earlier termination pursuant to
or as contemplated by Section 2.4 or 3.3, if the Participant's employment by (or
specified service to) the Company terminates as a result of Total Disability,
Retirement or death, the Participant, the Participant's Personal Representative
or the Participant's Beneficiary, as the case may be, will have until the date
which is one year after the Participant's Severance Date to exercise any Option
(or portion thereof) to the extent that it is exercisable on the Severance Date
(or becomes exercisable in connection with the Participant's death or Total
Disability pursuant to Section 2.3.1). The Option, to the extent not exercisable
as of the Severance Date, will terminate.
3.2.3. COMMITTEE DISCRETION. Notwithstanding the foregoing
provisions of this Section 3.2, in the event of, or in anticipation of, a
termination of employment with the Company for any reason, other than discharge
for cause, the Committee may increase the portion of the Participant's Option
available to the Participant, or Participant's Beneficiary or Personal
Representative, as the case may be, or, subject to the provisions of Section
2.4, extend the exercisability period upon such terms as the Committee
determines and expressly sets forth in or by amendment to the Option Agreement.
3.3. ADJUSTMENTS; ACCELERATION.
3.3.1. ADJUSTMENTS. The following provisions will apply if any
extraordinary dividend or other extraordinary distribution occurs in respect of
the Common Stock (whether in the form of cash, Common Stock, other securities,
or other property), or any reclassification, recapitalization, stock split
(including a stock split in the form of a stock dividend), reverse stock split,
reorganization, merger, combination, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Common Stock or other securities of the
Corporation, or any similar, unusual or extraordinary corporate transaction (or
event in respect of the Common Stock) or a sale of substantially all the assets
of the Corporation as an entirety occurs. The Committee will, in such manner and
to such extent (if any) as it deems appropriate and equitable
(a) proportionately adjust any or all of (i) the
number and type of Shares (or other securities) that thereafter may be made the
subject of Options (including the specific maxima and numbers of Shares set
forth elsewhere in this Plan), (ii) the number, amount and type of Shares (or
other securities or property) subject to any or all outstanding Options, (iii)
the purchase or exercise price of any or all outstanding Options, or (iv) the
securities, cash or other property deliverable upon exercise of any outstanding
Options, or
(b) in the case of an extraordinary dividend or other
distribution, recapitalization, reclassification, merger, reorganization,
consolidation, combination, sale of assets,
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split up, exchange, or spin off, make provision for a cash payment or for the
substitution or exchange of any or all outstanding Options or the cash,
securities or property deliverable to the holder of any or all outstanding
Options based upon the distribution or consideration payable to holders of the
Common Stock upon or in respect of such event. In each case, with respect to
Incentive Stock Options, no such adjustment will be made that would cause this
Plan to violate Section 422 or 424(a) of the Code or any successor provisions
without the written consent of the holders materially adversely affected
thereby. In any of such events, the Committee may take such action sufficiently
prior to such event if necessary to permit the Participant to realize the
benefits intended to be conveyed with respect to the underlying shares in the
same manner as is available to stockholders generally.
3.3.2. ACCELERATION OF OPTIONS UPON CHANGE IN CONTROL. Unless
prior to a Change in Control Event the Committee determines that, upon its
occurrence, benefits under any or all Options will not accelerate or determines
that only certain or limited benefits under any or all Options will be
accelerated and the extent to which they will be accelerated, and/or establishes
a different time in respect of such Change in Control Event for such
acceleration, then upon the occurrence of a Change in Control Event, each Option
will become immediately vested and exercisable. However, in the case of a
transaction intended to be accounted for as a pooling of interests transaction,
the Committee shall have no discretion with respect to the foregoing
acceleration of Options. The Committee may override the limitations on
acceleration in this Section 3.3.2 by express provision in the Option Agreement
and may accord any Eligible Person a right to refuse any acceleration, whether
pursuant to the Option Agreement or otherwise, in such circumstances as the
Committee may approve. Any acceleration of Options will comply with applicable
legal requirements.
3.3.3. POSSIBLE EARLY TERMINATION OF ACCELERATED OPTIONS. If
any Option to acquire Common Stock under this Plan has been fully accelerated as
required or permitted by Section 3.3.2 but is not exercised prior to (i) a
dissolution of the Corporation, or (ii) an event described in Section 3.3.1 that
the Corporation does not survive, or (iii) the consummation of an event
described in Section 3.3.1 involving a Change in Control Event approved by the
Board, such Option will terminate, subject to any provision that has been
expressly made by the Committee through a plan of reorganization approved by the
Board or otherwise for the survival, substitution, assumption, exchange or other
settlement of such Option.
3.3.4. GOLDEN PARACHUTE LIMITATIONS. Unless otherwise
specified in an Award Agreement, no Award will be accelerated under this Plan to
an extent or in a manner that would not be fully deductible by the Company for
federal income tax purposes because of Section 280G of the Code, nor will any
payment hereunder be accelerated if any portion of such accelerated payment
would not be deductible by the Company because of Section 280G of the Code. If a
holder would be entitled to benefits or payments hereunder and under any other
plan or program that would constitute "parachute payments" as defined in Section
280G of the Code, then the holder may by written notice to the Company designate
the order in which such parachute payments will be reduced or modified so that
the Company is not defined federal income tax deductions for any "parachute
payments" because of Section 280G of the Code.
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3.4. COMPLIANCE WITH LAWS.
3.4.1. GENERAL. This Plan, the granting and vesting of Options
under this Plan and the offer, issuance and delivery of Shares for other
securities and/or the payment of money under this Plan or under Options granted
hereunder are subject to compliance with all applicable federal and state laws,
rules and regulations (including but not limited to state and federal securities
laws and federal margin requirements) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith. Any securities
delivered under this Plan will be subject to such restrictions, and to any
restrictions the Committee may require to preserve a pooling of interests under
generally accepted accounting principles, and the person acquiring such
securities will, if requested by the Corporation, provide such assurances and
representations to the Corporation as the Corporation may deem necessary or
desirable to assure compliance with all applicable legal requirements.
3.4.2. COMPLIANCE WITH SECURITIES LAWS. No Participant shall
sell, pledge or otherwise transfer Shares acquired pursuant to an Option or any
interest in such Shares except in accordance with the express terms of this Plan
and the applicable Option Agreement. Any attempted transfer in violation of this
Section 3.4 shall be void and of no effect. Without in any way limiting the
provisions set forth above, no Participant shall make any disposition of all or
any portion of Shares acquired pursuant to an Option, except in compliance with
all applicable federal and state securities laws and unless and until:
(a) there is then in effect a registration statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or
(b) such disposition is made in accordance with Rule
144 under the Securities Act; or
(c) such Participant notifies the Corporation of the
proposed disposition and furnishes the Corporation with a statement of the
circumstances surrounding the proposed disposition, and, if requested by the
Corporation, such Participant furnishes the Corporation with an opinion of
counsel acceptable to the Corporation's counsel, that such disposition will not
require registration under the Securities Act and will be in compliance with all
applicable state securities laws.
Notwithstanding anything else herein to the contrary, the Company has
no obligation to register the Common Stock or file any registration statement
under either federal or state securities laws.
3.5. TAX WITHHOLDING.
3.5.1. TAX WITHHOLDING. Upon any exercise, vesting, or payment
of any Option or upon the disposition of Shares acquired pursuant to the
exercise of an Incentive Stock Option prior to satisfaction of the holding
period requirements of Section 422 of the Code, the Company shall have the right
at its option to (i) require the Participant (or Personal Representative or
Beneficiary, as the case may be) to pay or provide for payment of the amount of
any taxes which the Company may be required to withhold with respect to such
Option event or payment, or (ii) deduct from any amount payable in cash the
amount of any taxes which the Company may be required to withhold with respect
to such cash payment. In any case where a tax is required to be withheld in
connection with
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the delivery of Shares under this Plan, the Committee may in its sole discretion
(subject to Section 3.4) grant (either at the time of the Option or thereafter)
to the Participant the right to elect, pursuant to such rules and subject to
such conditions as the Committee may establish, to have the Corporation reduce
the number of Shares to be delivered by (or otherwise reacquire) the appropriate
number of Shares valued at their then Fair Market Value, to satisfy such
withholding obligation.
3.5.2. TAX LOANS. If so provided in the Option Agreement or
otherwise authorized by the Committee, the Corporation may, to the extent
permitted by law, authorize a loan to an Eligible Person in the amount of any
taxes that the Company may be required to withhold with respect to Shares
received (or disposed of, as the case may be) pursuant to a transaction
described in Section 3.5.1. Such a loan will be for a term, at a rate of
interest and pursuant to such other terms and conditions as the Corporation,
under applicable law, may establish and such loan need not comply with the
provisions of Section 2.2.3.
3.6. PLAN AMENDMENT, TERMINATION AND SUSPENSION.
3.6.1. BOARD AUTHORIZATION. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend this Plan, in whole or
in part. No Options may be granted during any suspension of this Plan or after
termination of this Plan, but the Committee will retain jurisdiction as to
Options then outstanding in accordance with the terms of this Plan.
3.6.2. STOCKHOLDER APPROVAL. To the extent then required under
Sections 422 and 424 of the Code or any other applicable law, or deemed
necessary or advisable by the Board, any amendment to this Plan shall be subject
to stockholder approval.
3.6.3. AMENDMENTS TO OPTIONS. Without limiting any other
express authority of the Committee under but subject to the express limits of
this Plan, the Committee by agreement or resolution may waive conditions of or
limitations on Options to Eligible Persons that the Committee in the prior
exercise of its discretion has imposed, without the consent of a Participant,
and may make other changes to the terms and conditions of Options that do not
affect in any manner materially adverse to the Participant, the Participant's
rights and benefits under an Option.
Notwithstanding the foregoing provisions of this Section 3.6.3 or
Section 3.6.4, if the accounting treatment under generally accepted accounting
principles of any Options granted hereunder would be materially more adverse to
the Company with respect to its ability to raise additional capital than
anticipated at the time of approval of this Plan or the Options because of a
change in those principles or the interpretation or application thereof, the
Committee may, in the exercise of its discretion and without the consent of the
Participant, amend the terms of such Options to the extent the Committee deems
necessary to eliminate such effect.
3.6.4. LIMITATIONS ON AMENDMENTS TO PLAN AND OPTIONS. No
amendment, suspension or termination of this Plan or change of or affecting any
outstanding Option will, without written consent of the Participant, affect in
any manner materially adverse to the Participant any rights or benefits of the
Participant or obligations of the Corporation under any Option granted under
this Plan prior to the effective date of such change. Changes contemplated by
Section 3.3 will not be deemed to constitute changes or amendments for purposes
of this Section 3.6.
3.7. PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise expressly
authorized by the Committee or this Plan, a Participant will not be entitled to
any privilege of stock ownership as to any Shares not actually delivered to and
held of record by the Participant. No adjustment will be made for dividends or
other rights as a stockholder for which a record date is prior to such date of
delivery.
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3.8. EFFECTIVE DATE OF THE PLAN. This Plan is effective upon its
approval by the Board (the "Effective Date"), subject to approval by the
stockholders of the Corporation within twelve months after the date of such
Board approval.
3.9. TERM OF THE PLAN. Unless earlier terminated by the Board, this
Plan will terminate at the close of business on the day before the tenth
anniversary of the Effective Date (the "Termination Date") and no Options may be
granted under this Plan after that date. Unless otherwise expressly provided in
this Plan or in an applicable Option Agreement, any Option granted prior to the
termination date may extend beyond such date, and all authority of the Committee
with respect to Options hereunder, including the authority to amend an Option,
will continue during any suspension of this Plan and in respect of Options
outstanding on the termination date.
3.10. GOVERNING LAW/SEVERABILITY.
3.10.1. CHOICE OF LAW. This Plan, the Options all documents
evidencing Options and all other related documents will be governed by, and
construed in accordance with, the laws of the state of Delaware.
3.10.2. SEVERABILITY. If a court of competent jurisdiction
holds any provision invalid and unenforceable, the remaining provisions of this
Plan will continue in effect.
3.11. CAPTIONS. Captions and headings are given to the sections and
subsections of this Plan solely as a convenience to facilitate reference. Such
headings will not be deemed in any way material or relevant to the construction
or interpretation of this Plan or any provision thereof.
3.12. EFFECT OF CHANGE OF SUBSIDIARY STATUS. For purposes of this Plan
and any Option hereunder, if an entity ceases to be a Subsidiary, a termination
of employment and service will be deemed to have occurred with respect to each
Eligible Person in respect of such Subsidiary who does not continue as an
Eligible Person in respect of another entity within the Company.
3.13. NON-EXCLUSIVITY OF PLAN. Nothing in this Plan will limit or be
deemed to limit the authority of the Board or the Committee to grant awards or
authorize any other compensation, with or without reference to the Common Stock,
under any other plan or authority.
4. DEFINITIONS.
"AWARD DATE" means the date upon which the Committee took the action
granting an Option or such later date as the Committee designates as the Award
Date at the time of the Option.
"BENEFICIARY" means the person, persons, trust or trusts designated by
a Participant, or, in the absence of a designation, entitled by will or the laws
of descent and distribution, to receive the benefits specified in the Option
Agreement and under this Plan if the Participant dies, and means the
Participant's executor or administrator if no other Beneficiary is designated
and able to act under the circumstances.
"BOARD" means the Board of Directors of the Corporation.
"CHANGE IN CONTROL EVENT" means any of the following:
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(a) Approval by the stockholders of the Corporation of the
dissolution or liquidation of the Corporation;
(b) Approval by the stockholders of the Corporation of an
agreement to merge or consolidate, or otherwise reorganize, with or into one or
more entities that are not Subsidiaries or other affiliates, as a result of
which less than 50% of the outstanding voting securities of the surviving or
resulting entity immediately after the reorganization are, or will be, owned,
directly or indirectly, by stockholders of the Corporation immediately before
such reorganization (assuming for purposes of such determination that there is
no change in the record ownership of the Corporation's securities from the
record date for such approval until such reorganization and that such record
owners hold no securities of the other parties to such reorganization), but
including in such determination any securities of the other parties to such
reorganization held by affiliates of the Corporation);
(c) Approval by the stockholders of the Corporation of the
sale of substantially all of the Corporation's business and/or assets to a
person or entity that is not a Subsidiary or other affiliate; or;
(d) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act but excluding any person described in and satisfying
the conditions of Rule 13d-1(b)(1) thereunder), other than a person that is a
stockholder of the Corporation on the Effective Date, becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Corporation representing more than 50% of the combined
voting power of the Corporation's then outstanding securities entitled to then
vote generally in the election of directors of the Corporation; or
(e) During any period not longer than two consecutive years,
individuals who at the beginning of such period constituted the Board cease to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Corporation's stockholders, of each new Board member was
approved by a vote of at least three-fourths of the Board members then still in
office who were Board members at the beginning of such period (including for
these purposes, new members whose election or nomination was so approved).
"CODE" means the Internal Revenue Code of 1986, as amended from time to
time.
"COMMISSION" means the Securities and Exchange Commission.
"COMMITTEE" means the Board or any one or more committees of
director(s) appointed by the Board to administer this Plan with respect to the
Options within the scope of authority delegated by the Board.
"COMMON STOCK" means the Common Stock, par value $.001 per share, of
the Corporation and such other securities or property as may become the subject
of Options, or become subject to Options, pursuant to an adjustment made under
Section 3.3 of this Plan.
"COMPANY" means, The TriZetto Group, Inc., a Delaware Corporation and
its Subsidiaries.
"CORPORATION" means The TriZetto Group, Inc., a Delaware corporation,
and its successors.
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"ELIGIBLE EMPLOYEE" means an officer (whether or not a director) or
employee of the Company.
"ELIGIBLE PERSON" means an Eligible Employee, or any Other Eligible
Person, as determined by the Committee.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.
"FAIR MARKET VALUE" on any date means (a) if the stock is listed or
admitted to trade on a national securities exchange, the closing price of the
stock on the Composite Tape, as published in the Western Edition of The Wall
Street Journal, of the principal national securities exchange on which the stock
is so listed or admitted to trade, on such date, or, if there is no trading of
the stock on such date, then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (b) if the stock is not listed or admitted to trade on a national
securities exchange, the last/closing price for the stock on such date, as
furnished by the National Association of Securities Dealers, Inc. ("NASD")
through the NASDAQ National Market Reporting System or a similar organization if
the NASD is no longer reporting such information; (c) if the stock is not listed
or admitted to trade on a national securities exchange and is not reported on
the National Market Reporting System, the mean between the bid and asked price
for the stock on such date, as furnished by the NASD or a similar organization;
or (d) if the stock is not listed or admitted to trade on a national securities
exchange, is not reported on the National Market Reporting System and if bid and
asked prices for the stock are not furnished by the NASD or a similar
organization, the value as established by the Committee at such time for
purposes of this Plan. Any determination as to fair market value made pursuant
to this Plan shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse, and shall be conclusive and
binding on all persons.
"INCENTIVE STOCK OPTION" means an Option that is designated and
intended as an incentive stock option within the meaning of Section 422 of the
Code, the award of which contains such provisions (including but not limited to
the receipt of stockholder approval of this Plan, if the award is made prior to
such approval) and is made under such circumstances and to such persons as may
be necessary to comply with that section.
"NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an
officer or employee of the Company.
"NONQUALIFIED STOCK OPTION" means an Option that is designated as a
Nonqualified Stock Option and will include any Option intended as an Incentive
Stock Option that fails to meet the applicable legal requirements thereof. Any
Option granted hereunder that is not designated as an incentive stock option
will be deemed to be designated a nonqualified stock option under this Plan and
not an incentive stock option under the Code.
"OPTION" means an option to purchase Common Stock granted under this
Plan. The Committee will designate any Option granted to an Eligible Person as a
Nonqualified Stock Option or an Incentive Stock Option.
"OPTION AGREEMENT" means any writing setting forth the terms of an
Option that has been authorized by the Committee.
"OTHER ELIGIBLE PERSON" means (a) any individual consultant or advisor
or agent who renders or has rendered bona fide services (other than services in
connection with the offering or
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sale of securities of the Company in a capital raising transaction) to the
Company, and who (to the extent provided in the next sentence) is selected to
participate in this Plan by the Committee; or (b) any director of the
Corporation. A person who is neither an employee, officer nor director who
provides bona fide services to the Company may be selected as an Other Eligible
Person only if such person's participation in this Plan would not adversely
affect (c) the Corporation's eligibility to use Form S-8 to register under the
Securities Act of 1933, as amended, the offering of shares issuable under this
Plan by the Company or (d) the Corporation's compliance with any other
applicable laws.
"PARTICIPANT" means an Eligible Person who has been granted an Option
under this Plan.
"PERSONAL REPRESENTATIVE" means the person or persons who, upon the
disability or incompetence of a Participant, has acquired on behalf of the
Participant, by legal proceeding or otherwise, the power to exercise the rights
or receive benefits under this Plan by virtue of having become the legal
representative of the Participant.
"PLAN" means this The TriZetto Group, Inc. 1998 Stock Option Plan, as
it may hereafter be amended from time to time.
"QDRO" means a qualified domestic relations order as defined in Section
414(p) of the Code or Title I, Section 206(d)(3) of ERISA (to the same extent as
if this Plan were subject thereto), or the applicable rules thereunder.
"RETIREMENT" means retirement with the consent of the Company, or from
active service as an employee or officer of the Company on or after attaining
(a) age 55 with ten or more years of service, or (b) age 65.
"SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.
"SHARE" shall mean a share of Common Stock.
"SUBSIDIARY" means any corporation or other entity a majority of whose
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.
"TOTAL DISABILITY" means a "total and permanent disability" within the
meaning of Section 22(e)(3) of the Code and, with respect to Options other than
Incentive Stock Options, such other disabilities, infirmities, afflictions, or
conditions as the Committee may include.
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