<PAGE>
EXHIBIT 10.1
HAHT COMMERCE, INC.
1995 STOCK AWARD PLAN
(as amended through June 30, 2000)
ARTICLE I
Purpose; Term; Definitions
--------------------------
1.1 Purpose. The HAHT Commerce, Inc. 1995 Stock Award Plan (the "Plan")
-------
is intended to secure for HAHT Commerce, Inc. (the "Company") and its
shareholders the benefits of the incentive inherent in stock ownership by the
employees, directors, officers, consultants and advisers of the Company and its
Affiliates who are largely responsible for the Company's and its Affiliates
future growth and continued financial success; and to afford such persons the
opportunity to obtain or increase a proprietary interest in the Company on a
favorable basis and, thereby, to have an opportunity to share in its success.
It is intended that: (1) the Incentive Stock Options issued pursuant to the Plan
shall constitute "incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended; (2) the Plan allow for issuance
of Non-Statutory Stock Options when the Committee deems appropriate; (3) offers
and sales of Common Stock pursuant to the Plan shall satisfy the requirements of
Rule 701 under the Securities Act; and (4) in the event that the Company becomes
a Reporting Company, the Plan shall satisfy the requirements of Rule 16b-3 under
the Exchange Act.
1.2 Effective Date of the Plan. This Plan has been approved by the Board
--------------------------
of Directors and the shareholders of the Company and the effective date of the
Plan is August 1, 1995 (the "Effective Date").
1.3 Term. No awards shall be made under the Plan after ten years from the
----
Effective Date; provided, however, that the Plan and all awards made under the
Plan prior to such date shall remain in effect until such awards have been
satisfied or terminated in accordance with the Plan and the terms of such
awards.
1.4 Definitions. Throughout this Plan, the following terms shall have the
-----------
meanings respectively indicated:
(a) "Affiliate" shall mean any parent corporation or subsidiary, whether
---------
now or hereafter existing, as those terms are defined in Sections 424(e) and
(f), respectively, of the Code.
(b) "Benefits" shall mean any one or more of the following two awards that
--------
may be offered by the Committee to Participants under this Plan:
(i) Incentive Stock Options, or
(ii) Nonstatutory Stock Options.
(c) "Board" shall mean the Board of Directors for the Company, as elected
-----
by the Shareholders of the Company.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
----
any successor revenue laws of the United States.
Page 1
<PAGE>
(e) "Committee" shall mean the committee of Directors appointed by the
---------
Board to administer this Plan.
(f) "Common Stock" shall mean the Company's no par value common stock.
------------
(g) "Company" shall mean HAHT Commerce, Inc., a Delaware corporation.
-------
(h) "Consultant" shall mean any consultant or adviser engaged by the
----------
Company or an Affiliate to provide advice or assistance in a field in which the
consultant or adviser has specialized knowledge or experience; the term should
not include Directors unless such person comes within the above definition
outside his or her capacity as a director.
(i) "Director" shall mean any person elected and currently serving as a
--------
member of the Board or of the board of directors of any Affiliate.
(j) "Disinterested Person" shall mean a Director who either (i) was not
--------------------
during the one year prior to service as an "administrator" of the Plan granted
or awarded any Benefits pursuant to the Plan or any equity securities pursuant
to any other plan of the Company or any of its Affiliates entitling the
participants therein to acquire equity securities of the Company or any of its
Affiliates except as permitted by Rule 16b-3(c)(2)(i) of the Exchange Act; or
(ii) is otherwise considered to be a "disinterested person" in accordance with
Rule 16b-3(c)(2)(i) of the Exchange Act.
(k) "Effective Date" shall have the meaning assigned in Paragraph 1.2.
--------------
(l) "Employee" shall mean an employee, as defined in Code `3401(c), of the
--------
Code, of the Company or of an Affiliate, including Officers and Directors;
provided however that neither service as a Director nor payment of a director's
fee by the Company shall be sufficient to constitute the Director an Employee.
(m) "Escrow Period" shall mean the date beginning with the initial
-------------
issuance of Restricted Stock and continuing until such time as the applicable
document indicates the Restricted Stock may be released from escrow.
(n) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended from time to time.
(o) "Fair Market Value" shall mean: (i) if the Common Stock is not listed
-----------------
on a national securities exchange or traded in the NASDAQ National Market System
or the over-the-counter market, the fair value thereof determined in good faith
by the Committee without taking into account any restrictions on the shares
other than restrictions which, by their terms, will never lapse; or (ii) if the
Common Stock is traded in the over-the-counter market and is not listed on a
national securities exchange or traded on the NASDAQ National Market System, the
average of the closing bid and asked prices for the Common Stock as reported by
the National Association of Securities Dealers Automated Quotation ("NASDAQ")
System; or (iii) if the Common Stock is listed on a national securities exchange
or traded on the NASDAQ National Market System, the closing price of the Common
Stock.
(p) "Incentive Stock Option" shall mean an option to acquire Common Stock
----------------------
that is intended to qualify as an "incentive stock option" within the meaning of
Section 422 of the Code.
Page 2
<PAGE>
(q) "Incentive Stock Option Agreement" shall mean a written agreement
--------------------------------
between the Company and an Employee pursuant to which an Incentive Stock Option
is issued to the Employee pursuant to this Plan.
(r) "Initial Public Offering" shall mean the consummation of the Company's
-----------------------
sale of its Common Stock in a bona fide, firm commitment or best efforts
underwriting pursuant to a registration statement under the Securities Act, in
which the net proceeds to the Company are not less than $10,000,000 ("Initial
Public Offering").
(s) "Non-Statutory Stock Option" shall mean an option to acquire Common
--------------------------
Stock that is not intended to be an Incentive Stock Option or does not qualify
as an Incentive Stock Option.
(t) "Non-Statutory Stock Option Agreement" shall mean a written agreement
------------------------------------
between the Company and a Participant pursuant to which a Non-Statutory Stock
Option is issued to the Participant pursuant to this Plan.
(u) "Officer" shall mean a person who is an officer of the Company or an
-------
Affiliate within the meaning of Section 16 of the Exchange Act.
(v) "Option" shall mean a Non-Statutory Stock Option or an Incentive Stock
------
Option, as the context may require, granted pursuant to this Plan.
(w) "Optionee" shall mean the holder of a Non-Statutory Stock Option or an
--------
Incentive Stock Option, as the context may require.
(x) "Outside Director" shall mean a Director who either (i) is not a
----------------
current employee of the Company or an "affiliated corporation" (as defined in
the regulations promulgated under Section 162(m) of the Code), is not a former
employee of the Company or an affiliated corporation receiving compensation for
prior services (other than benefits under a tax-qualified pension plan), was not
an Officer of the Company or an affiliated corporation at any time, and is not
currently receiving compensation for personal services in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" under
Section 162(m) of the Code.
(y) "Participant" shall mean an Employee, Director, Officer or Consultant
-----------
selected by the Committee pursuant to Article III of this Plan to receive
Benefits.
(z) "Plan" shall mean the HAHT Commerce, Inc. 1995 Stock Award Plan, as it
----
may be amended from time to time.
(aa) "Reporting Company" shall mean a company that has a class of equity
-----------------
securities registered under the Securities Exchange Act of 1934.
(bb) "Restricted Stock" shall mean Common Stock granted pursuant to the
----------------
exercise of an Option, and subject to such restrictions as the Committee may
determine as evidenced in a Restricted Stock Agreement.
(cc) "Restricted Stock Agreement" shall mean a written agreement between
--------------------------
the Company and a Participant pursuant to which Restricted Stock is issued to
the Participant under this Plan, including, without limitation, Restricted Stock
issued upon exercise of an Option.
Page 3
<PAGE>
(dd) "Securities Act" shall mean the Securities Act of 1933, as amended
--------------
from time to time.
ARTICLE II
Administration
--------------
2.1 Administration of Plan. The Plan shall be administered by the
----------------------
Committee, which shall be appointed by the Board in accordance with Paragraph
2.2. In the event the Board should fail to appoint a Committee, the Board shall
administer the Plan as if it were the Committee.
2.2 Committee Composition. The Committee shall consist of not less than
---------------------
one (1) nor more than four (4) Directors. Once designated, the Committee shall
continue to serve until otherwise directed by the Board. From time to time, the
Board may increase the size of the Committee, appoint additional members, remove
members (with or without cause), appoint new members in substitution therefor,
fill vacancies however caused, and remove all members of the Committee.
2.3 Operation of Committee. A majority of the entire Committee shall
----------------------
constitute a quorum and the action of a majority of the members present at any
meeting at which a quorum is present shall be deemed the action of the
Committee. In addition, any decision or determination reduced to writing and
signed by all of the members of the Committee shall be fully as effective as if
it had been made by a majority vote at a meeting duly called and held. Subject
to the provisions of the Plan, to the provisions of the Company's bylaws, and to
any terms and conditions prescribed by the Board, the Committee may make such
rules and regulations for the conduct of its business as it shall deem
advisable. The Committee shall hold meetings at such time and places as it may
determine. The interpretation and construction by the Committee of any
provisions of the Plan or of any Benefit granted under it shall be final, unless
otherwise determined by the Board.
2.4 Committee Authority. Subject to the provisions of the Plan and any
-------------------
conditions and limitations prescribed by the Board consistent with the Plan, the
Committee shall have the authority, in its sole discretion, to:
(a) designate the Participants eligible to participate in the Plan;
(b) grant awards provided in the Plan in such form and amount as the
Committee may determine, including without limitation whether each grant shall
be for Incentive Stock Options or Non-Statutory Stock Options;
(c) impose such limitations, restrictions and conditions upon such awards
as the Committee shall deem appropriate;
(d) construe and interpret the Plan and Benefits granted under it, adopt,
amend and rescind rules and regulations relating to the Plan, and make all other
determinations and take all other actions necessary or advisable for the
implementation and administration of the Plan.
2.5 Good Faith Determinations. No member of the Board or the Committee
-------------------------
shall be liable for any action or determination made in good faith with respect
to the Plan or any award under the Plan.
Page 4
<PAGE>
2.6 Administration of Plan by a Reporting Company. At any time that the
---------------------------------------------
Company becomes a Reporting Company, the administration of the Plan shall be
changed as follows:
(a) The Committee shall consist of not less than two (2) persons, each of
whom shall be an Outside Director.
(b) The Board may no longer administer the Plan as if it were the
Committee.
(c) With respect to Paragraph 2.3, the Board shall not prescribe any
conditions or limitations on the exercise of the Committee's discretion, other
than those consistent with the express provisions of the Plan, including without
limitation conditions or limitations on the exercise of the Committee's
discretion to determine the timing, pricing, and amount of the Benefits awarded
under the Plan.
(d) A Director or Officer shall not be eligible for Benefits under the
Plan unless (i) the Benefits are determined under a formula meeting the
requirements of Rule 16b-3(c)(2)(ii) of the Exchange Act, (ii) the Board has
delegated its discretionary authority over the Plan to a Committee which
consists solely of Disinterested Persons, or (iii) the award of the Benefits
otherwise complies with the requirements of Rule 16b-3 of the Exchange Act.
(e) Shareholder approval shall be required for any amendment to the Plan
that would: (i) increase the Benefits accruing to Participants under the Plan;
(ii) increase the number of shares of Common Stock which may be issued under the
Plan; or (iii) modify the requirements as to eligibility for participation in
the Plan.
ARTICLE III
Eligibility; Types of Benefits; Shares Subject to the Plan
----------------------------------------------------------
3.1 Criteria. The Committee shall from time to time determine and
--------
designate the Participants to receive Benefits under the Plan and the number of
Options to be awarded to such persons; provided, however, that only Employees
may be designated to receive Incentive Stock Options; and provided further,
however, that no Benefits may be received by a Consultant under this Plan for
services rendered in connection with the offer and sale of securities in a
capital-raising transaction. In making any such awards, the Committee may take
into account the nature of services rendered, commissions or other compensation
earned, the capacity of the Employee, Consultant, Officer or Director to
contribute to the success of the Company or any of its Affiliates, and such
other factors as the Committee may consider relevant.
3.2 Types of Benefits. Benefits available under the Plan may be awarded
-----------------
singularly or in any combination provided, however, that Incentive Stock Options
may not be awarded in tandem with Nonstatutory Stock Options where the exercise
of one affects the right to exercise the other.
3.3 Shares Subject to the Plan. Stock that may be issued under the Plan
--------------------------
shall be authorized and unissued Common Stock. The maximum total number of
shares of Common Stock which may be issued under the Plan shall be fifteen
million (15,000,000) shares. For purposes of calculating the maximum number of
shares of Common Stock that may be issued under the Plan:
Page 5
<PAGE>
(a) The Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise;
(b) when cash is used by the Participant as full payment for shares issued
upon exercise of a Non-Statutory Stock Option or an Incentive Stock Option, all
the shares issued (including the shares, if any, withheld for tax withholding
requirements) shall be counted; and
(c) when shares of stock, including, without limitation, Common Stock
issued pursuant to the Plan, are used by the Participant as full or partial
payment for shares issued upon exercise of a Non-Statutory Stock Option or an
Incentive Stock Option, all the shares issued (including shares, if any,
withheld for tax withholding requirements, and the shares used in the purchase)
shall be counted; and
(d) any shares of Common Stock subject to a Non-Statutory Stock Option or
an Incentive Stock Option which for any reason is terminated unexercised or
expires shall again be available for issuance under the Plan.
3.4 Ten Percent Shareholders. No Employee shall be eligible to receive an
------------------------
Incentive Stock Option if such Employee owns, or is deemed to beneficially own
under Section 424(d) of the Code, stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or of
any of its Affiliates, unless (i) the option price is at least one hundred ten
percent (110%) of the Fair Market Value of the Common Stock as the time the
Option is granted; and (ii) the Option is not exercisable after the expiration
of five (5) years (or such shorter period as the Committee may determine).
3.5 Rule 701 Limitation. It is intended that this Plan shall comply with
-------------------
Rule 701 of the Securities Act of 1933, as amended. Therefore, the aggregate
exercise price of the outstanding stock options of the Company plus the
aggregate offering price of securities of the Company offered or sold in the
preceding 12 months in reliance on Rule 701 shall not exceed the greater of
$500,000 or the amount determined under clause (a) or (b) below; provided,
however, that the aggregate exercise price of the outstanding stock options of
the Company plus the aggregate offering price of securities of the Company
offered or sold in the preceding 12 months in reliance on Rule 701 shall in no
event exceed $5,000,000.
(a) The aggregate exercise price of outstanding stock options of the
Company plus the aggregate offering price of securities of the Company offered
or sold in the preceding 12 months in reliance on Rule 701 shall not exceed 15%
of the total assets of the Company measured at the end of its last fiscal year;
or
(b) The aggregate number of shares of Common Stock for which outstanding
stock options of the Company may be exercised plus the aggregate number of
shares of Common Stock of the Company offered or sold in the preceding twelve
months in reliance on Rule 701 shall not exceed 15% of the number of outstanding
shares of Common Stock. The outstanding shares of Common Stock shall include
securities of that class issuable pursuant to the exercise of outstanding
options, warrants, rights or conversion of convertible securities, unless such
options, warrants, rights or convertible securities were issued under Rule 701.
If the securities offered or sold under Rule 701 are convertible securities, the
number of securities subject to outstanding offers and sold under this clause
shall be deemed to be shares of the securities into which such securities may be
converted.
Page 6
<PAGE>
The Committee shall ensure compliance with the restrictions set forth in Rule
701, as shall be in effect from time to time. In furtherance of this objective,
the Committee shall maintain a record of shares subject to outstanding stock
options of the Company and the exercise price of such options, plus a record of
all shares of Common Stock issued upon the exercise of such options and the
exercise price of such options. If the Company offers securities under any
other compensatory benefit plan or written contract relating to compensation
under Rule 701, the Board shall take such steps as are required to ensure that
the shares offered and sold under this Plan and such other securities do not
exceed the limitations of Rule 701.
ARTICLE IV
Incentive Stock Options
-----------------------
Incentive Stock Options granted pursuant to this Article are intended to
constitute "incentive stock options" under Section 422 of the Code. No Employee
may be granted Incentive Stock Options under this Plan if the aggregate Fair
Market Value (determined as of the date the Option is granted and taking into
account such Option) of stock of the Company and its Affiliates with respect to
which incentive stock options (as defined in Section 422 of the Code) are
exercisable for the first time by such Employee during any calendar year, under
this and all other plans of the Company and its Affiliates, would exceed one
hundred thousand dollars ($100,000).
The Incentive Stock Option Agreements shall contain terms and provisions
determined by the Committee and consistent with this Plan. The Committee from
time to time may grant Incentive Stock Options to Employees under this Plan,
which grants shall be evidenced by Incentive Stock Option Agreements.
4.1 Mandatory Provisions. The Incentive Stock Option Agreements may be
--------------------
need not be identical, but each such Incentive Stock Option Agreement shall
include, by appropriate language, the substance of all the following terms and
provisions:
(a) That the Option granted thereunder is an Incentive Stock Option.
(b) The number of shares to which it pertains.
(c) A minimum number of the shares that may be purchased upon each partial
exercise of an Option.
(d) The option exercise price, which price shall be set by the Committee
and shall be equal to one hundred percent (100%) of the Fair Market Value of the
Common Stock at the time the Option is granted; provided, however, that for an
Employee who is a ten percent shareholder, as determined in Paragraph 3.4, the
option price for the Option shall be at least one hundred ten percent (110%) of
the Fair Market Value of the Common Stock at the time the Option is granted.
(e) The date the Option is granted, which shall be the date selected by
the Committee as of which the Committee allots a specific number of shares of
Common Stock to an Employee pursuant to the Plan.
(f) The time after which the Option expires, provided that the Option
shall not be exercisable after the expiration of ten (10) years from the date it
is granted and that with respect to
Page 7
<PAGE>
an employee who is a ten percent shareholder, as determined in Paragraph 3.4,
the Option shall not be exercisable after the expiration of five (5) years from
the date it is granted.
(g) That the Option terminates upon termination of employment of the
Employee with either the Company or an Affiliate, except as such period may be
extended under the optional provisions in Paragraph 4.2.
(h) That the Option is exercisable during the Optionee's lifetime only by
the Optionee, and that the Option shall not be assignable or transferable by the
Optionee except by will or distribution through intestate succession.
(i) That neither Optionee, nor any person to whom an Option is permitted
to be transferred, shall be deemed to be the holder of, or have any 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, and then only after shares have been issued to Optionee.
(j) The time and medium of payment with respect to exercise of the Option,
provided that if payment is permitted to be made by Common Stock, the stock
shall be valued at its Fair Market Value as of the date the Option is exercised.
(k) Unless modified by the optional provisions in Paragraph, 4.2, that to
the extent the Employee (or other person exercising such Option) recognizes
income as a result of the exercise of the Option, the subsequent sale of the
Common Stock issued pursuant to exercise of the Option, or a lapse in the
restrictions on the Restricted Stock issued upon exercise of the Option, then
the Employee shall pay the Company or such Affiliate an amount equal to the
federal, state and local withholding taxes on income so recognized at the time
required by law.
(l) The treatment of the Options upon merger, reorganization,
recapitalization, exchange of shares, change in corporate structure,
liquidation, stock dividend and similar events.
(m) If the Company is a Reporting Company, a term providing that any
Common Stock acquired upon exercise of the Option shall not be sold or otherwise
transferred before the expiration of six (6) months from the date such Option is
granted.
4.2 Optional Provisions. Incentive Stock Option Agreements may contain
-------------------
such other provisions not inconsistent with the Plan and Section 422 of the Code
as the Committee, in its discretion, deems advisable. Without limiting the
foregoing, the Committee may consider inclusion of the following terms:
(a) That upon termination of Employee's employment with the Company of its
Affiliates other than as a result of death or disability the Option may be
exercised for an additional period of time, as specified by the Committee but
not to exceed ninety (90) days.
(b) That upon termination of Employee's employment with the Company of its
Affiliates as a result of death the Option may be exercised for an additional
period of time, as specified by the Committee but not to exceed one (1) year.
(c) That upon termination of Employee's employment with the Company of its
Affiliates as a result of disability (within the meaning of Section 22(e)(3) of
the Code and as defined in the
Page 8
<PAGE>
Incentive Stock Option Agreement) the Option may be exercised for an additional
period of time, as specified by the Committee but not to exceed one (1) year.
(d) That the Optionee be prohibited from transferring any share of stock
issued upon exercise of an Option within two (2) years from the date of the
granting of the Option or within one (1) year after the transfer of such share
to the Optionee.
(e) That the total number of shares of stock subject to an Option shall be
allotted in periodic installments (which may, but need not, be equal) and that
from time to time during each of such installment periods, the Option shall
become exercisable ("vest") with respect to some or all of the shares allotted
to that period, and may be exercised with respect to some or all of the shares
allocated to such period and/or any prior period as to which the Option became
vested but was not fully exercised. The Option may be subject to such other
terms and conditions on the time or times when it may be exercised (which may be
based on performance or other criteria) as the Committee may deem appropriate.
(f) The circumstances under which all or any portion of any Option granted
and not yet vested may or shall have the vesting schedule accelerated or
terminated.
(g) The circumstances under which all or any portion of any Option
previously granted and unexercised may or shall be terminated.
(h) That the shares to be received upon exercise shall be Restricted Stock
and that no exercise of an Option shall be effective until the Restricted Stock
Agreement has been executed with respect to such shares.
(i) That in the event an Employee accepting a grant of Options under this
Plan incurs federal, state or local income, employment or other withholding
taxes applicable to the income recognized by such Employee and attributable to
the Common Stock issued upon exercise of the Option, the subsequent sale of the
Common Stock issued pursuant to exercise of the Option, or a lapse in the
restrictions on the Restricted Stock issued upon exercise of the Option, then at
the time as may be required by law, the Company or its applicable Affiliate may
provide for payment of the taxes on behalf of the Employee (or other person
exercising such Option) pursuant to one or any combination of the following: (i)
by an advance on behalf of Employee by the Company or such Affiliate pursuant to
a repayment schedule satisfactory to the Company or such Affiliate; or (ii) by
withholding from the Employee's salary, commissions or other compensation; or
(iii) by payment in whole or in part by the Company or such Affiliate.
4.3 Prohibited Provision. No Incentive Stock Option Agreement shall
--------------------
impose an obligation upon the Optionee to exercise an Option.
ARTICLE V
Non-Statutory Stock Options
---------------------------
Non-Statutory Stock Options granted pursuant to this Article are not
---
intended to constitute "Incentive Stock Options" under Section 422 of the Code.
The Non-Statutory Stock Option Agreement shall contain terms and provisions
determined by the Committee and consistent with this
Page 9
<PAGE>
Plan. The Committee from time to time may grant Non-Statutory Stock Options to
Participants under this Plan, which grants shall be evidenced by Non-Statutory
Stock Option Agreements.
5.1 Mandatory Provisions. The Non-Statutory Stock Option Agreements need
--------------------
not be identical, but each such Non-Statutory Stock Option Agreement pertaining
to a Non-Statutory Stock Option, by appropriate language, shall include the
substance of all the following terms:
(a) The number of shares to which it pertains.
(b) A minimum number of the shares that may be purchased upon each partial
exercise of an Option.
(c) The option exercise price, which price shall be set by the Committee.
(d) The date the Option is granted, which shall be the date selected by
the Committee as of which date the Committee allots a specific number of shares
of Common Stock to a Participant pursuant to the Plan.
(e) The time after which the Option expires.
(f) Whether and upon what terms the Option is transferable.
(g) That neither Optionee, nor any person to whom an Option is permitted
to be transferred, shall be deemed to be the holder of, or have any 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, and then only after shares have been issued to Optionee.
(h) The time and medium of payment with respect to exercise of the Option,
provided that if payment is permitted to be made by Common Stock, the stock
shall be valued at its Fair Market Value as of the date the Option is exercised.
(i) Unless modified by the optional provisions in Paragraph, 5.2, that to
the extent the Participant (or other person exercising such Option) recognizes
income as a result of the exercise of the Option, the subsequent sale of the
Common Stock issued pursuant to exercise of the Option, or a lapse in the
restrictions on the Restricted Stock issued upon exercise of the Option, then
the Participant shall pay the Company or such Affiliate an amount equal to the
federal, state and local withholding taxes on income so recognized at the time
required by law.
(j) Terms indicating treatment of the Options upon merger, reorganization,
recapitalization, exchange of shares, change in corporate structure,
liquidation, stock dividend and similar events.
(k) If the Company is a Reporting Company, a term providing that any
Common Stock acquired upon exercise of the Option shall not be sold or otherwise
transferred before the expiration of six (6) months from the date such Option is
granted.
(l) If granted in conjunction with specific Stock Appreciation Rights, the
exercise of any such Stock Appreciation Rights shall cancel an equal number of
such Options.
Page 10
<PAGE>
5.2 Optional Provisions. Non-Statutory Stock Option Agreements may
-------------------
contain such other provisions not inconsistent with the Plan as the Committee,
in its discretion, shall deem advisable. Without limiting the foregoing, the
Committee shall specifically consider inclusion of the following terms:
(a) That the total number of shares of stock subject to an Option be
allotted in periodic installments (which may, but need not, be equal) and that
from time to time during each of such installment periods, the Option may become
exercisable ("vest") with respect to some or all of the shares allotted to that
period, and may be exercised with respect to some or all of the shares allocated
to such period and/or any prior period as to which the Option became vested but
was not fully exercised. The Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which may be based on
performance or other criteria) as the Committee may deem appropriate.
(b) The circumstances under which all or any portion of any Option
previously granted and unexercised may or shall be terminated, including
without limitation expiration of the Option as it may be related to termination
of employment, death, disability or retirement.
(c) The circumstances under which all or any portion of any Option granted
and not yet vested may or shall be have the vesting schedule accelerated or
terminated.
(d) That the shares to be received upon exercise shall be Restricted Stock
and that no exercise of an Option shall be effective until a Restricted Stock
Agreement has been executed with respect to such shares.
(e) That in the event a Participant accepting a grant of Options under
this Plan incurs federal, state or local income, employment or other withholding
taxes applicable to the income recognized by such Participant and attributable
to the Common Stock issued upon exercise of the Option, the subsequent sale of
the Common Stock issued pursuant to exercise of the Option, or a lapse of the
restrictions on the Restricted Stock, then at the time as may be required by
law, the Company or its applicable Affiliate may provide for payment of the
taxes on behalf of the Participant (or other person exercising such Option)
pursuant to one or any combination of the following: (i) by an advance on behalf
of Participant by the Company or such Affiliate pursuant to a repayment schedule
satisfactory to the Company or such Affiliate; or (ii) by withholding from the
Participant's salary, commissions or other compensation; or (iii) by payment in
whole or in part by the Company or such Affiliate.
5.3 Prohibited Provision. No Non-Statutory Stock Option Agreement shall
--------------------
impose an obligation on the Optionee to exercise an Option.
ARTICLE VI
Miscellaneous Provisions
------------------------
6.1 Right to Terminate Employment. Nothing in this Plan shall confer upon
-----------------------------
any Participant the right to be employed by the Company, or, if already
employed, to continue in the employment of the Company or of any Affiliate or
affect any right which the Company or any Affiliate may have to terminate the
employment of such Participant.
Page 11
<PAGE>
6.2 Securities Laws. Each Benefit awarded under the Plan shall be subject
---------------
to the requirement that, if at any time the Committee shall determine that (i)
the listing, registration or qualification of the shares of Common Stock subject
to the Plan upon any securities exchange or under any state or federal law, or
(ii) the consent or approval of any governmental authority, or (iii) an
agreement by the recipient of an award with respect to the disposition of shares
of Common Stock, is necessary or desirable as a condition of, or in connection
with, the granting of such Benefit or the issue or purchase of shares of Common
Stock thereunder, the award of such Benefit may not be consummated in whole or
in part unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee. The inability of the Company to obtain from any
regulatory body having jurisdiction the authority deemed by the Company's
counsel to be necessary to the lawful issuance of any shares of its Common Stock
hereunder shall relieve the Company of any liability in respect of the non-
issuance or sale of such stock as to which such requisite authority shall not
have been obtained. Notwithstanding the foregoing, the Company shall not be
required to register under the Securities Act any Option or any Common Stock to
be issued under the Plan or pursuant to the exercise of any Option.
6.3 Reservation of Shares. The Company, during the term of this Plan,
---------------------
shall at all times reserve and keep available, and will seek or obtain from any
regulatory body having jurisdiction any requisite authority in order to issue
such number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Plan.
6.4 Indemnification of Committee. In addition to such other rights of
----------------------------
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, 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 Benefit granted under the Plan, and against all amounts paid by them
in settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) 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
Committee member is liable for gross negligence or wilful misconduct in the
performance of his duties, provided that within sixty (60) days after
institution of any such action, suit or proceeding, a Committee member shall
have offered the Company, in writing, the opportunity, at its own expense, to
handle and defend the same.
6.5 Amendment, Modification, Suspension or Discontinuance of the Plan.
-----------------------------------------------------------------
The Board, without shareholder approval, may from time to time alter, amend,
suspend or terminate this Plan for the purpose of improving the effectiveness of
the Plan as an incentive device, or conforming the Plan to applicable
governmental regulations or to any change in applicable law or regulations, or
any other purpose permitted by law; provided, however, that no such action by
the Board shall adversely affect any Benefit theretofore granted under the Plan
without the consent of the holder so affected; provided further that the Board
may not increase the number of shares of Common Stock authorized under Paragraph
3.3 of this Plan without the approval of the shareholders of the Company; and
provided further that the Board shall submit any amendments to the shareholders
of the Company for approval to the extent necessary to maintain compliance with
the requirements of Rule 16b-3 under the Exchange Act; and provided further that
if the Company is a reporting Company and Benefits are awarded in accordance
with a formula as described in Rule 16b-3(2)(i) of the Exchange Act, then the
formula provisions may not be amended more than once every six months, other
than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security
Page 12
<PAGE>
Act, or the rules thereunder, and Rule 701 under the Securities Act, and to
maintain the qualification of the Incentive Stock Options that may be granted
hereunder as an incentive stock options within the meaning of Section 422 of the
Code.
6.6 Use of Proceeds. Proceeds from the sale of stock pursuant to Options
---------------
shall constitute general funds of the Company.
6.7 Governing Law. This Plan and all rights and obligations hereunder
-------------
shall be construed in accordance with and governed by the internal laws of the
State of North Carolina.
6.8 Designation. This Plan may be referred to in other documents and
-----------
instruments as the "HAHT Commerce, Inc. 1995 Stock Award Plan".
Page 13
