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EXHIBIT 10.56
GLOBALWARE COMPUTING, INC.
STOCK OPTION PLAN
1. Purpose
Globalware Computing, Inc. ("Corporation") has adopted the Globalware
Computing, Inc. Stock Option Plan ("Plan"). The purpose of the Plan is to enable
the Corporation to attract, retain, and reward key managerial employees ("Key
Employees") of the Corporation and to attract and award key consultants and
independent contractors ("Key Consultants" and, together with Key Employees,
"Key Persons") by offering them an opportunity to have a greater proprietary
interest in and closer identity with the Corporation and with its financial
success. An option granted under the Plan to a Key Employee to purchase shares
of the Corporation's common stock, no par value ("Common Stock"), may be an
incentive stock option ("ISO") as defined in Section 422 of the Internal Revenue
Code of 1986 as heretofore or hereafter amended ("Code") or a nonqualified stock
option ("NSO") (collectively referred to as "Options"). An option granted under
the Plan to a Key Consultant must be an NSO. An Option that is not an ISO shall
be an NSO. Proceeds received by the Corporation from the sale of shares of
Common Stock pursuant to Options granted under the Plan shall be used for
general corporate purposes.
2. Administration
The Plan shall be administered by the Board of Directors of the Corporation
("Board"). Subject to the express provisions of the Plan, the Board may
interpret the Plan, prescribe, amend and rescind rules and regulations relating
to it, determine the terms and provisions of grants of Options to Key Persons
under the Plan (which need not be identical), and make such other determinations
as it deems necessary and advisable for the administration of the Plan. The
decisions of the Board under the Plan shall be conclusive and binding. No member
of the Board shall be liable for any action taken or determination made
hereunder in good faith.
3. Eligibility
Key Persons who have been selected by the Board to receive Options shall
participate in the Plan. The Board shall determine, within the limits of the
express provisions of the Plan, those Key Persons to whom, and the time or times
at which, Options shall be granted. The Board shall also determine the number of
shares of Common Stock to be subject to each Option; the type of Options (ISO or
NSO); the duration of each Option; the exercise price under each Option; the
time or times within which (during the term of the Option) all or portions of
each Option may be exercised; whether cash, Common Stock, Options or other
property may be accepted in full or partial payment upon exercise of an Option;
and any other terms and conditions of such Options. In making such
determinations, the Board may take into account the nature of the services
rendered by a Key Person, his present and potential contributions to the
Corporation's success and such other factors as the Board in its discretion
shall deem relevant.
4. Common Stock
The total number of shares of Common Stock that may be subject to Options
(including ISO's) granted under the Plan shall be 100 shares. Such total number
of shares shall be adjusted in accordance with the provisions of Section 10
hereof. Such shares may be either authorized but unissued shares or reacquired
shares. In the event that any Option granted under the Plan expires unexercised
or is terminated, surrendered or canceled without being exercised, in whole or
in part, for any reason, then the number of shares of Common Stock theretofore
subject to such Option, or the unexercised, terminated, surrendered, forfeited,
canceled or reacquired portion thereof, shall be added to the remaining number
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shares of Common Stock that may be made subject to Options granted under the
Plan. Such Options include Options to former holders of such Options, and upon
such terms and conditions as are set forth in Section 5, and, upon such other
terms and conditions as the Board shall determine, which terms may be more or
less favorable than those applicable to such former holders of Options.
5. Options
The following provisions shall apply to each Option granted to a Key
Person:
(a) Additional Options may be granted to Key Persons at any time and from
time to time as shall be determined by the Board. The Board shall have complete
discretion in determining the number of shares of Common Stock subject to such
additional Options granted to any Key Person. The Board may grant any type of
Option to purchase Common Stock that is permitted by law at the time of the
grant, including ISO'S. Unless otherwise expressly provided at the time of
grant, Options granted to Key Employees under the Plan will be ISO's and will
not be NSO's, and Options granted to Key Consultants under the Plan will be
NSO's and will not be ISO's.
(b) Each Option shall be evidenced by a written agreement specifying the
type of Option granted, the Option purchase price, the terms for payment of the
purchase price, the duration of the Option and the number of shares of Common
Stock to which the Option pertains (the "Option Agreement"). An Option Agreement
shall also contain an exercise schedule, and may also contain a noncompetition
agreement, a confidentiality provision, provisions for forfeiture in the event
of termination of the Key Person's employment with the Corporation and such
restrictions and conditions and other terms as the Board shall determine. Option
Agreements need not be identical.
(c) The Board, in its discretion, shall have the power to accelerate the
dates for exercise of any or all Options, or any part thereof, granted to a Key
Person under the Plan.
(d) In the discretion of the Board, the grant of any Option may be
accompanied by a Reload Option. A Reload Option may be granted to a Key Person
who is an Option holder and who satisfies all or part of the exercise price of
the Option with shares of Common Stock. The Reload Option represents an
additional Option to acquire the same number of shares of Common Stock as is
used by the Key Person to pay for the original Option. A Reload Option is
subject to all of the same terms and conditions as the original Option except
that (i) the exercise price of the shares of Common Stock subject to the Reload
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Option will be determined at the time the original Option is exercised and (ii)
such Reload Option will conform to all provisions of the Plan at the time the
original Option is exercised.
6. Required Terms and Conditions of ISO'S
The provisions of each ISO granted to a Key Employee under this Section 6
shall be interpreted in a manner consistent with Section 422 of the Code and
with all regulations issued thereunder. Each ISO granted to a Key Employee shall
be in such form and subject to such restrictions and conditions and other terms
as the Board may determine at the time of grant, subject to the general
provisions of the Plan, Section 422 of the Code, the applicable Option Agreement
and the following specific rules:
(a) Purchase Price. Except as otherwise provided, the per share purchase
price of each ISO shall be at least 100% of the Fair Market Value of the Common
Stock at the time such ISO is granted, provided that in the case of an ISO
granted to a Key Employee who at the time of grant owns (as defined in Section
424(d) of the Code) stock of the Corporation or its parent or subsidiaries
possessing more than 10% of the total combined voting power of all classes of
stock of any such corporation, the purchase price shall be at least 110% of the
Fair Market Value of the Common Stock subject to the ISO at the time such ISO is
granted and the ISO by its terms shall not be exercisable after the expiration
of five years from the date the ISO is granted. In no event may the purchase
price be less than the par value of the Common Stock subject to such ISO.
(b) Maximum Term. Each ISO shall expire on the date determined in the
applicable Option Agreement at the time the ISO is granted, provided that no ISO
shall be exercisable after the expiration of 10 years from the date it is
granted, except as otherwise provided in subsection (a) next above.
(c) Time of Exercise. The Board shall specify in the Option Agreement, at
the time each ISO is granted, the duration of each ISO and the time or times
within which (during the term of the ISO) all or portions of each ISO may be
exercised, except to the extent that other terms of exercise are specifically
provided by other provisions of the Plan.
(d) Value of Shares. The aggregate Fair Market Value (determined at the
time of grant) of Common Stock with respect to which ISO's are exercisable for
the first time by a Key Employee during any calendar year (under all option
plans of the Corporation or of a corporation which, at the time such ISO was
granted, is a parent or subsidiary of the Corporation, or is a predecessor
corporation of any such corporation) shall not exceed $100,000. If the
aggregate Fair Market Value (determined at the time of grant) of the stock
subject to an Option, which first becomes exercisable in any calendar year and
during this period exceeds the limitation of this subsection, so much of the
Option that does not exceed the applicable dollar limit shall be an ISO and the
remainder shall be an NSO; but in all other respects, the original Option
Agreement shall remain in full force and effect.
(e) Conversion. The Board may, in its sole discretion, cause the
Corporation to convert an ISO to an NSO upon such terms and conditions and in
such manner as the Board deems equitable.
7. Required Terms and Conditions of NSOs
Each NSO granted to a Key Person shall be in such form and subject to such
restrictions and conditions and other terms as the Board may determine at the
time of grant, subject to the general provisions of the Plan, the applicable
Option Agreement, and the following specific rules:
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(a) Purchase Price. The number of shares of Common Stock subject to each
NSO and the per share purchase price of each NSO shall be determined by the
Board at the time the NSO is granted. In no event may the purchase price be less
than the par value of the Common Stock subject to such NSO.
(b) Maximum Term. Each NSO shall expire on the date determined in the
applicable Option Agreement at the time the NSO is granted, provided that such
date shall not be more than 10 years after the date of grant.
(c) Time of Exercise. The Board shall specify in the Option Agreement at
the time each NSO is granted, the duration of each NSO and the time or times
within which (during the term of the NSO) all or portions of each NSO many be
exercised, except to the extent that other terms of exercise are specifically
provided by other provisions of the Plan.
8. Expiration of Options Granted to Key Persons
Subject to subsections 6(b) and 7(b), each Option granted to a Key Person
shall expire on the expiration date or dates set forth in the applicable Option
Agreement.
9. Method of Exercise of Options and Limited Rights
Any Option granted under the Plan may be exercised by the Key Person or, if
the Option Agreement permits, by a legatee or legatees of such Option under the
Key Person's last will or by his executors, personal representatives or
distributees, by delivering to the Secretary of the Corporation written notice
of the number of shares of Common Stock with respect to which the Option is
being exercised, accompanied by full payment to the Corporation of the purchase
price of the shares being purchased under the Option, and by satisfying all
other conditions provided for in the Plan. Except as otherwise provided in the
Plan or in any Option Agreement, the purchase price of Common Stock upon
exercise of any Option by a Key Person shall be paid in full (i) in cash, (ii)
in Common Stock valued at its Fair Market Value on the date of exercise, (iii)
in cash by a broker-dealer to whom the holder of the Option has submitted an
exercise notice consisting of a fully endorsed Option, (iv) by agreeing to
surrender Options then exercisable by him valued at the excess of the aggregate
Fair Market Value of the Common Stock subject to such Options on the date of
exercise over the aggregate purchase price of such Common Stock, (v) by
directing the Corporation to withhold such number of shares of Common Stock
otherwise issuable upon exercise of such Option having an aggregate Fair Market
Value on the date of exercise equal to the purchase price of the Option, or (vi)
by such other medium of payment as the Board, in its discretion, shall
authorize, or by any combination of (i), (ii), (iii), (iv) and (v), at the
discretion of the Board or in any manner provided in the Option Agreement. In
the case of payment pursuant to (ii), (iii), (iv) or (v) above, the Key Person's
election must be made on or prior to the date of exercise of the Option and must
be irrevocable. In lieu of a separate election governing each exercise of an
Option, a Key Person may file a blanket election which shall govern all future
exercises of Options until revoked by the Key Person. The Corporation shall
issue, in the name of the Key Person (or, if applicable, the legatee(s),
executor(s), personal representative(s), or distributee(s) of a deceased Key
Person, or the assignee(s) as provided in Section 12), stock certificates
representing the total number of shares of Common Stock issuable pursuant to the
exercise of any Option as soon as reasonably practicable after such exercise,
provided that any Common Stock purchased by a Key Person through a broker-dealer
pursuant to clause (iii) above shall be delivered to such broker-dealer in
accordance with 12 CFR (S) 220.3(e)(4).
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10. Adjustments
(a) Appropriate adjustment in the maximum number of shares of Common
Stock issuable pursuant to the Plan, the number of shares subject to Options
granted under the Plan and the purchase price with respect to Options, shall be
made to give effect to any increase or decrease in the number of shares of
issued Common Stock resulting from a subdivision or consolidation of shares
whether through reorganization, recapitalization, stock split, reverse stock
split, spin-off, split-off, spin-out, or other distribution of assets to
stockholders, stock distributions or combination of shares, assumption and
conversion of outstanding Options due to an acquisition by the Corporation of
the stock or assets of any other corporation, payment of stock dividends, other
increase or decrease in the number of such shares outstanding effected, without
receipt of consideration by the Corporation, or any other occurrence for which
the Board determines an adjustment is appropriate; provided, however, that no
adjustment in the number of shares with respect to which Options may be granted
under the Plan, or in the number of shares subject to outstanding Options, shall
be made except in the event, and then only to the extent, that such adjustment
together with all respective prior adjustments which were not made as a result
of this provision, involve a net change of more than ten percent (i) from the
number of shares of Common Stock with respect to which Options may be granted
under the Plan, or (ii) with respect to each outstanding Option, from the
respective number of shares of Common Stock subject thereto on the date of grant
thereof. Without limiting the generality of the foregoing provisions of this
paragraph, any such adjustment shall be deemed to have prevented any dilution
and enlargement of a Key Person's rights, if such Key Person receives in any
such adjustment, rights that are substantially similar (after taking into
account the fact that the Key Person has not paid the applicable purchase price)
to the rights the Key Person would have received had he exercised his
outstanding Options, and become a stockholder of the Corporation immediately
prior to the event giving rise to such adjustment. Adjustments under this
paragraph shall be made by the Board whose decision as to the amount and timing
of any such adjustment shall be conclusive and binding on all persons.
(b) In the case of dissolution of the Corporation, every Option granted
to a Key Person outstanding hereunder shall terminate notwithstanding any
restrictions and conditions that may be contained in his Option Agreement. Each
such Option holder shall have 30 days prior written notice of such event, during
which time he shall have a right, subject to subsection 6(d), to exercise his
partly or wholly unexercised Option (without regard to installment exercise
limitations, if any).
(d) On the basis of information known to the Corporation, the Board shall
make all determinations relating to the applicability and interpretation of this
Section 10, and all such determinations shall be conclusive and binding.
11. Terms and Conditions of Options
(a) Each Key Person shall agree to such restrictions and conditions and
other terms in connection with the exercise of an Option, including restrictions
and conditions on the disposition of the Common Stock acquired upon the
exercise, grant or sale thereof, as the Board may deem appropriate or as set
forth in Section 23. The certificates delivered to a Key Person or to the
Secretary of the Corporation evidencing the shares of Common Stock acquired upon
exercise of an Option may bear a legend referring to the restrictions and
conditions and other terms contained in the respective Option Agreement and the
Plan, and the Corporation may place a stop transfer order with its transfer
agent against the transfer of such shares. If requested to do so by the Board at
the time of exercise of an Option, each Key Person shall execute a written
instrument stating that he is purchasing the Common Stock for investment and not
with any present intention to sell the same.
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(b) The obligation of the Corporation to sell and deliver Common Stock
under the Plan shall be subject to all applicable laws, regulations, rules and
approvals, including, but not by way of limitation, the effectiveness of a
registration statement under the Securities Act of 1933, if deemed necessary or
appropriate by the Board, of the Common Stock, Options, and other securities
reserved for issuance or that may be offered under the Plan. A Key Person shall
have no rights as a stockholder with respect to any shares covered by an Option
granted to, or exercised by, him until the date of delivery of a stock
certificate to him for such shares. No adjustment other than pursuant to Section
10(a) hereof shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is delivered.
12. Nontransferability
Options granted under the Plan and any rights and privileges pertaining
thereto, may not be transferred, assigned, pledged or hypothecated in any
manner, by operation of law or otherwise, other than by will or by the laws of
descent and distribution and shall not be subject to execution, attachment or
similar process. The granting of an Option shall impose no obligation upon the
applicable Key Person to exercise such Option.
13. Indemnification of the Board
In addition to such other rights of indemnification as they may have as
members of the Board, or as members of the Board, or as its delegatees, the
members of the Board and its delegatees shall be indemnified by the Corporation
against (a) the reasonable expenses (as such expenses are incurred), including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding (or in connection with any appeal therein), to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option granted
hereunder; and (b) against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Corporation) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such Board or Committee
member or delegatee is liable for gross negligence or misconduct in the
performance of his duties; provided that within 60 days after institution of any
such action, suit or proceeding a Board or Committee member or delegatee shall
in writing offer the Corporation the opportunity, at its own expense, to handle
and defend the same.
14. No Contract of Employment
Neither the adoption of the Plan nor the grant of any Option shall be
deemed to obligate the Corporation to continue the employment of any Key Person
for any particular period, nor shall the granting of an Option constitute a
request or consent to postpone the retirement date of any Key Person.
15. Termination and Amendment of Plan
(a) No ISO's shall be granted under the Plan more than ten years after
the first to occur of (i) the date the Plan was adopted by the Board, or (ii)
the date the Plan was approved by the stockholders of the Corporation. The Board
may at any time terminate, suspend or modify the Plan without the authorization
of stockholders to the extent allowed by law, including, with respect to ISO's,
Section 422 of the Code and regulations issued thereunder.
(b) No termination, suspension or modification of the Plan shall
adversely affect any right acquired by any Key Person under an Option granted
before the date of such termination, suspension or
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modification, unless such Key Person shall consent; but it shall be conclusively
presumed that any adjustment for changes in capitalization as provided for
herein does not adversely affect any such right.
16. Effective Date of Plan
The Plan shall become effective upon adoption by the Board; provided,
however, that it shall be submitted for approval by the holders of a majority of
the outstanding shares of Common Stock of the Corporation present, or
represented, and entitled to vote at a stockholders' meeting held within 12
months thereafter, and Options granted prior to such stockholder approval shall
become null and void if such stockholder approval is not obtained.
17. Withholding Taxes
Whenever the Corporation proposes or is required to issue or transfer
shares of Common Stock to a Key Employee under the Plan, the Corporation shall
have the right to require the Key Employees to remit to the Corporation an
amount sufficient to satisfy all federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. If such certificates have been delivered prior to the time a withholding
obligation arises, the Corporation shall have the right to require the Key
Employee to remit to the Corporation an amount sufficient to satisfy all
federal, state or local withholding tax requirements at the time such obligation
arises and to withhold from other amounts payable to the Key Employee, as
compensation or otherwise, as necessary. Whenever payments under the Plan are to
be made to a Key Employee in cash, such payments shall be net of any amounts
sufficient to satisfy all federal, state and local withholding tax requirements.
A Key Employee may elect to satisfy his tax withholding obligation incurred with
respect to the Taxable Date of an Option by (a) directing the Corporation to
withhold a portion of the shares of Common Stock otherwise distributable to the
Key Employee, or (b) by transferring to the Corporation a certain number of
shares previously owned by the Key Employee, such shares being valued at the
Fair Market Value thereof on the Taxable Date. Notwithstanding any provisions of
the Plan to the contrary, a Key Employee's election pursuant to the preceding
sentence (a) must be made on or prior to the Taxable Date with respect to such
Option, and (b) must be irrevocable. In lieu of a separate election on each
Taxable Date of an Option, a Key Employee may make a blanket election with the
Board that shall govern all future Taxable Dates until revoked by the Key
Employee. If the holder of shares of Common Stock purchased in connection with
the exercise of an ISO disposes of such shares within two years of the date such
ISO was granted or within one year of such exercise, he shall notify the
Corporation of such disposition and remit an amount necessary to satisfy
applicable withholding requirements, including those arising under federal
income tax laws. If such holder does not remit such amount, the Corporation may
withhold all or a portion of any compensation then or in the future owed to such
holder as necessary to satisfy such requirements. Taxable Date means the date a
Key Employee recognizes income with respect to an Option under the Code or any
applicable state or local income tax law.
18. Leaves of Absence
The Board shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan regarding any leave of
absence taken by a Key Employee who is the recipient of an Option. Without
limiting the generality of the foregoing, the Board shall be entitled to
determine (a) whether or not any such leave of absence shall constitute a
termination of employment within the meaning of the Plan, and Options granted;
and (b) the impact, if any, of any such leave of absence on Options theretofore
granted under the Plan to any Key Employee who takes such leave of absence.
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19. Governing Law
The Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of Illinois and, in the case of
ISO's, Section 422 of the Code and regulations issued thereunder.
20. Fair Market Value
"Fair Market Value" as of a given date for all purposes of the Plan and any
Option Agreement means (a) if the Common Stock is listed on a national
securities exchange, the average of the closing prices of the Common Stock on
the Composite Tape for the 10 consecutive trading days immediately preceding
such given date; (b) if the Common Stock is traded on an exchange or market in
which prices are reported on a bid and asked price, the average of the mean
between the bid and the asked price for the Common Stock at the close of trading
for the ten consecutive trading days immediately preceding such given date; and
(c) if the Common Stock is not listed on a national securities exchange nor
traded on the over-the-counter market, such value as the Board, in good faith,
shall determine. Notwithstanding any provision of the Plan to the contrary, no
determination made with respect to the Fair Market Value of Common Stock subject
to an ISO shall be inconsistent with Section 422 of the Code or regulations
issued thereunder.
21. Successors
In the event of a sale of substantially all of the assets of the
Corporation, or a merger, consolidation or share exchange involving the
Corporation, all obligations of the Corporation under the Plan with respect to
Options granted hereunder shall be binding on the successor to the transaction.
Employment of a Key Person with such a successor shall be considered employment
of the Key Person with the Corporation for purposes of the Plan.
22. Notices
Notices given pursuant to the Plan shall be in writing and shall be deemed
received when personally delivered or five days after mailed by United States
registered or certified mail, return receipt requested, addressee only, postage
prepaid. Notice to the Corporation shall be directed to:
Globalware Computing, Inc.
820 North Orleans Street
Suite 210
Chicago, Illinois 60610
Notices to or with respect to a Key Person shall be directed to the Key
Person, or the executors, personal representatives or distributees of a deceased
Key Person, at the Key Person's home address on the records of the Corporation.
23. Stock Restriction Agreement.
Notwithstanding anything to the contrary contained in the Plan, the
Corporation shall be under no obligation to sell or deliver Common Stock under
the Plan to a Key Person unless such Key Person shall execute a stock
restriction agreement with respect to such Common Stock substantially in the
form of the stock restriction agreement then applicable to shares of Common
Stock owned by other stockholders of the Corporation.
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IN WITNESS WHEREOF, Globalware Computing, Inc., by its duly authorized
officer, has executed this Stock Option Plan on this 1st day of April, 1998.
GLOBALWARE COMPUTING, INC.
By: /s/ Gilad Ben-Yoseph
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Name: Gilad Ben-Yoseph
Title: President
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