<PAGE> 1
EXHIBIT 10.4
AMENDMENT NO. 1
TO
NOVIENT, INC. (FORMERLY INFOWAVE TECHNOLOGIES, INC.)
1997 STOCK OPTION PLAN
The Novient, Inc. (formerly Infowave Technologies, Inc.) 1997 Stock
Option Plan (the "Plan") is hereby amended as follows:
1. Amendment Regarding Stock Grants. The Plan is hereby amended
by inserting the following as a new Section 2.5 immediately following Section
2.4:
2.5 TERMS AND CONDITIONS OF STOCK AWARDS. The
Committee may, in its sole discretion, grant awards of Stock
("Stock Awards") to Participants who are eligible to receive
Options pursuant to Section 2.4 hereof. Shares awarded
pursuant to Stock Awards may be subject to such restrictions
as determined by the Committee for periods of time determined
by the Committee ("Restricted Stock Awards"), or may be
granted without vesting requirements or other restrictions.
As a condition of the grant of a Stock Award, the Committee
may require a cash payment from a recipient of a Stock Award
in an amount no greater than the aggregate Fair Market Value
of the shares subject to such Stock Award as of the date of
grant, or the Committee may grant a Stock Award without the
requirement of a cash payment. In the event that the
Committee requires a cash payment for a Stock Award, the
Committee shall have discretion to determine the permissible
method(s) of payment.
Each Restricted Stock Award shall be evidenced by a
Restricted Stock Agreement, which shall set forth the
applicable restrictions and vesting requirements, if any.
Unless the applicable Restricted Stock Agreement provides
otherwise, holders of Restricted Stock Awards shall be
entitled to vote and receive dividends during the periods of
restriction to the same extent as holders of unrestricted
Stock Awards. The Committee shall have the power to permit,
in its discretion, an acceleration of the expiration of the
applicable restriction period with respect to any part or all
of the shares awarded to pursuant to a Restricted Stock
Award.
All provisions of Sections 1, 2 and 6 of this Plan
which may reasonably be interpreted to apply to Stock Awards
shall apply to and govern the grant of Stock Awards under
this Plan, notwithstanding the use of the term "Options" and
the omission of the term "Stock Awards" in those provisions.
<PAGE> 2
2. Amendment Regarding Number of Authorized Shares. Section 2.1
of the Plan is hereby amended by deleting the first sentence thereof in its
entirety and substituting the following new sentence therefor:
Subject to adjustment in accordance with Section 6.2,
5,000,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved and subject to issuance under the Plan.
3. Effective Date. The effective date of this Amendment shall be
February 16, 2000.
4. Miscellaneous.
(a) Capitalized terms not otherwise defined herein shall
have the meanings given them in the Plan.
(b) Except as specifically amended hereby, the Plan shall
remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to the
Novient, Inc. (formerly Infowave Technologies, Inc.) 1997 Stock Incentive Plan
to be executed as of the Effective Date.
NOVIENT, INC.
By: /s/ Mark E. Kopcha
-----------------------------------------
Name: Mark E. Kopcha
---------------------------------------
Title: Chief Executive Officer
--------------------------------------
Attest:
2
