Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
COMPUTER ASSOCIATES INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 13-2857434
State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
One Computer Associates Plaza
Islandia, New York 11788-7000
(Address of principal executive offices)(Zip Code)
Memco Software Ltd. 1996 Stock Option and Incentive Plan
Memco Software Ltd. 1996 Stock Option and Incentive Plan (II)
Memco Software Ltd. 1997 Stock Option and Incentive Plan (III)
Memco Software Ltd. 1998 Stock Option and Incentive Plan (IV)
Locus Computing Corporation 1987 Stock Option Plan
Logic Works, Inc. 1993 Stock Option Plan
Logic Works, Inc. 1995 Stock Option/Stock Issuance Plan
Prodea Software Corporation 1993 Employee Stock Option and Compensation Plan
Trinzic Corporation 1991 Incentive Stock Option Plan
VAYDA CONSULTING INC. 1995 Stock Option Plan
VIVID Publishing, Inc. 1997 Stock Option Plan
VIVID Publishing, Inc. 1996 Stock Option Plan
(Full title of the plan)
IRA ZAR
Senior Vice President - Chief Financial Officer
COMPUTER ASSOCIATES INTERNATIONAL, INC.
One Computer Associates Plaza, Islandia, New York 11788-7000
(Name and address of agent for service)
(516) 342-5224
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Securities to Amount to be Price Offering Amount of
be Registered Registered(1) Per Unit Price Registration Fee
- ------------------------ --------------- ---------- ---------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par
value per share,
together with the 800,000 Shares $47.375 $37,900,000 $10,537
associated right to
purchase shares of
Series One Junior
Participating Preferred
Stock, Class A, without
par value.
- ------------------------ --------------- ---------- ---------- ----------------
TOTAL: 800,000 Shares $37,900,000 $10,537
- --------------------------------------------------------------------------------
<FN>
(1) Rights are attached to and trade with the Registrant's Common Stock and
are issued for no additional consideration. The value attributable to
Rights, if any, is reflected in the market price of the Common Stock.
No additional registration fee is required.
</TABLE>
<PAGE> 3
PART I
Item 1. Plan Information
Each of the plans included as part of this registration statement will
be assumed by Computer Associates International, Inc. (the "Company" or the
"Registrant") pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 29, 1999 among the Company, Hard Metal, Inc. and
PLATINUM technology International, inc. ("PLATINUM"). Each of these plans had
previously been assumed by PLATINUM pursuant to the terms of the agreement and
plan of merger pursuant to which each issuer was acquired by PLATINUM. Options
previously issued under each of the plans included in this registration
statement will be converted into options to purchase shares of the Company's
common stock, $.10 par value per share. No additional options will be issued
under any of the plans included in this registration statement.
Item 2. Registrant Information and Employee
Plan Annual Information
PART II
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's annual report on Form 10-K for its fiscal
year ended March 31, 1999, filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant document referred to in (a) above; and
(c) The description of the Registrant's common stock, par
value $.10 per share, outlined in the Registrant's registration statement on
Form 8-A filed under the Exchange Act, which in turn incorporates by reference
the description in the Registrant's Registration Statement on Form S-1
(Registration No. 2-74618) filed under the Securities Act of 1933, as amended
(the "Securities Act").
Item 4. Description of Securities.
Not Applicable.
<PAGE> 4
Item 5. Interests of Named Experts and Counsel.
Steven M. Woghin, who rendered the opinion as to the legality
of the Registrant's common stock to be issued pursuant hereto, is employed by
the Registrant as Senior Vice President and General Counsel. Mr. Woghin is the
beneficial owner of 2,687 shares (including 2,137 shares credited to his account
in the Registrant's tax qualified profit sharing plan) and of options to
purchase 64,249 shares, of Registrant's common stock.
Item 6. Indemnification of Directors and Officers
As permitted by Section of 145 of the Delaware General
Corporation Law, Article EIGHTH of the Registrant's Restated Certificate of
Incorporation provides:
"The Corporation shall to the fullest extent permitted by Section 145
of the General Corporation Law of Delaware, as the same may be amended
and supplemented, indemnify any and all persons it shall have power to
indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by
said section, and the indemnification provided for herein shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under any ByLaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person."
The Registrant's Restated Certificate of Incorporation also
limits the personal liability of directors for monetary damages in certain
instances and eliminates director liability for monetary damages arising from
any breach of the director's duty of care.
The Registrant maintains insurance on behalf of any person who
is or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability under
the provisions of the Registrant's Restated Certificate of Incorporation, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<PAGE> 5
See the Exhibits Index attached hereto.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona
fide offering thereof.
(3) To remove the registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
<PAGE> 6
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling person of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Islip, County of Suffolk and State of New York on the
17th day of June, 1999.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By: /s/Ira Zar
Ira Zar
Senior Vice President
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Charles B. Wang and Ira Zar, and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue thereof.
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
/s/Charles B. Wang
- ------------------------------
Charles B. Wang Chairman, Chief Executive Officer June 17, 1999
and Director (Principal Executive
Officer)
/s/Ira Zar
- ------------------------------
Ira Zar Senior Vice President and Chief June 17, 1999
Financial Officer (Principal
Financial and Accounting Officer)
/s/Russell M. Artzt
- ------------------------------
Russell M. Artzt Director June 17, 1999
/s/Willem F.P. de Vogel
- ------------------------------
Willem F.P. de Vogel Director June 17, 1999
/s/Irving Goldstein
- ------------------------------
Irving Goldstein Director June 17, 1999
/s/Richard A. Grasso
- ------------------------------
Richard A. Grasso Director June 17, 1999
/s/Shirley Strum Kenny
- ------------------------------
Shirley Strum Kenny Director June 17, 1999
/s/Sanjay Kumar
- ------------------------------
Sanjay Kumar Director June 17, 1999
/s/Roel Pieper
- ------------------------------
Roel Pieper Director June 17, 1999
<PAGE>
INDEX TO EXHIBITS
Exhibit Exhibits to
Number Description This Report
4.1 Logic Works, Inc. 1995 Stock Option/Stock Issuance
Plan/Stock Issuance Plan (incorporated by reference
to the Platinum Technology,Inc. Registration Statement
on Form S-8, Registration No. 333-57311 (the "Platinum
June 1998 S-8")
4.2 Memco Software Ltd. 1996 Stock Option and Incentive
Plan (incorporated by reference to Memco's Registration
Statement on Form S-8, Registration No. 333-6060)
4.3 Memco Software Ltd. 1996 Stock Option and Incentive
Plan (II)(incorporated by reference to Memco's
Registration Statement on Form S-8, Registration
No. 333-6060).
4.4 Memco Software Ltd. 1997 Stock Option and Incentive
Plan (III)(incorporated by reference to Memco's
Registration Statement on Form S-8, Registration
No. 333-8478).
4.5 Memco Software Ltd. 1998 Stock Option and Incentive
Plan (IV) (incorporated by reference to the Platinum
Technologies, Inc. Registration Statement on Form S-8,
Registration Number 333-75323)
4.6 VAYDA CONSULTING INC. 1995 Stock Option Plan
(incorporated by reference to the Platinum
Technologies, Inc. Registration Statement on Form S-8,
Registration Number 333-45131)
4.7 VIVID Publishing, Inc. 1996 Stock Option Plan
(incorporated by reference to the Platinum June
1998 S-8)
4.8 VIVID Publishing, Inc. 1997 Stock Option Plan
(incorporated by reference to the Platinum June
1998 S-8)
4.9 Locus Computing Corporation 1987 Stock Option Plan Exhibit 4.9
4.10 Logic Works, Inc. 1993 Stock Option Plan Exhibit 4.10
4.11 Prodea Software Corporation 1993 Employee Stock Exhibit 4.11
Option and Compensation Plan
4.12 Trinzic Corporation 1991 Incentive Stock Option Plan Exhibit 4.12
5 Opinion of Steven M. Woghin, Esq. as to the legality Exhibit 5
of the shares being offered
23.1 Consent of Ernst & Young LLP Exhibit 23.1
23.2 Consent of Steven M. Woghin, Esq. (contained in his
opinion in Exhibit 5) Filed as Exhibit 5
Exhibit 4.9
LOCUS COMPUTING CORPORATION
1987 STOCK OPTION PLAN
As Adopted August 13,1987
As Amended August 4,1994
1. PURPOSE. This Stock Option Plan ("Plan") is established to provide
incentives for selected persons to promote the financial success and progress of
Locus Computing Corporation (the "Company") by granting such persons options to
purchase shares of stock of the Company.
2. ADOPTION AND SHAREHOLDER APPROVAL. This Plan shall become effective
on the date that it is adopted by the Board of Directors (the "Board") of the
Company. This Plan shall be approved by the unanimous written consent of the
shareholders or the affirmative vote at a meeting of the holders of a majority
of the outstanding shares of the Company within twelve months before or after
the date this Plan is adopted by the Board.
3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan (the
"Options") may be either (a) incentive stock options ("ISOs") within the meaning
of Section 422A of the Internal Revenue Code of 1954, as amended (the "Code"),
or (b) nonqualified stock options ("NQSOs"), as designated at the time of grant.
The shares of stock that may be purchased upon exercise of Options granted under
this Plan (the "Shares") are shares of the common stock of the Company.
4. NUMBER OF SHARES. The maximum number of Shares which may be issued
upon exercise of Options granted under this Plan, giving effect to the
two-for-one stock split with respect to the Company's Common Stock approved by
the Board on May 16, 1989, shall not exceed 3,600,000. Such number of Shares
shall be subject to adjustment as provided in this Plan. The number of Shares
available for issuance upon exercise of Options granted under this Plan shall be
reduced by the number of shares of Common Stock issued under the Company's 1989
Stock Purchase Plan (the "Purchase Plan"). To the extent shares of Common Stock
issued under the Purchase Plan are acquired by the Company pursuant to the
exercise of the right of repurchase described in Section 7 of the Purchase Plan
or the right of first refusal described in Section 8 of the Purchase Plan, the
number of Shares available for issuance pursuant to Options granted under this
Plan shall be increased. In the event that any outstanding Option for any reason
expires or is terminated prior to being exercised in full or any Shares are
acquired by the Company pursuant to any right of repurchase or first refusal set
forth in a Grant (as hereinafter defined), the Shares allocable to the
unexercised portion of such Option or the Shares so acquired by the Company
shall be made available for issuance upon exercise of Options under this Plan.
At all times during the term of this Plan, the Company shall reserve and keep
available such number of Shares as shall be required to satisfy the requirements
of outstanding Options under this Plan.
5. ADMINISTRATION. This Plan shall be administered by the Board or by a
committee of the Board appointed to administer this Plan (the "Committee"). As
used in this plan, references to the Committee shall mean either such Committee
or the Board if no committee has been established. The interpretation by the
Committee of any of the provisions of this Plan or any Option granted under this
Plan shall be final and binding upon the Company and all persons having an
<PAGE> 2
interest in any Option or any Shares purchased pursuant to an Option.
(d) Limitations on ISOs. The aggregate fair market value
(determined as of the time an Option is granted) of stock with respect to which
ISOs are exercisable for the first time by an optionee during any calendar year
(under this Plan or under any other incentive stock option plan of the Company
or any Parent or Subsidiary of the Company) shall not exceed $100,000.
(e) Date of Grant. The date of grant of an Option shall be the
date on which the Committee makes the determination to grant such Option unless
otherwise specified by the Committee. The Grant representing the Option shall be
delivered to the Optionee within a reasonable time after the granting of the
Option.
8. EXERCISE OF OPTIONS.
(a) Notice. Options may be exercised only by delivery to the
Company of a written notice and exercise agreement in a form approved by the
Committee, stating the number of Shares being purchased, the restrictions
imposed on the Shares and such representations and agreements regarding the
Optionee's investment intent and access to information as may be required by the
Company to comply with applicable securities laws, together with payment in full
of the exercise price for the number of Shares being purchased.
(b) Payment. Payment for the Shares may be made (i) in cash
(by check); (ii) by surrender of shares of common stock of the Company having a
fair market value equal to the exercise price of the Option; (iii) where
permitted by applicable law and approved by the Committee in its sole
discretion, by tender of a full recourse promissory note having such terms as
may be approved by the Committee, such note to be secured by the Shares being
purchased; or (iv) by any combination of the foregoing where approved by the
Committee in its sole discretion. Optionees who are not employees or directors
of the Company shall not be entitled to purchase Shares with a promissory note
unless the note is adequately secured by collateral other than the Shares.
(c) Withholding, Taxes. Prior to issuance of the Shares
upon exercise of an Option, the Optionee shall pay or make adequate provision
for any federal or state withholding obligations of the Company, if applicable.
(d) Limitations on Exercise. Notwithstanding the exercise
periods set forth in the Grant, exercise of an Option shall always be subject to
the following limitations:
(i) An Option shall not be
exercisable unless such exercise is in compliance
with the Securities Act of 1933, as amended, and all
applicable state securities laws, as they are in
effect on the date of exercise.
(ii) The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent the Optionee from exercising
<PAGE> 3
the full number of Shares as to which the Option is then exercisable.
9. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee,
an Option shall be exercisable only by the Optionee. No Option may be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other
than by will or by the laws of descent and distribution.
10. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the
rights of a Shareholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
of distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan.
11. ADJUSTMENT OF OPTION SHARES. In the event that the number of
outstanding shares of common stock of the Company is changed by a stock dividend
,stock split reverse stock split, combination, reclassification or similar
change in the capital structure of the Company without consideration, the
number of Shares available under this Plan and the number of Shares subject to
outstanding Options and the exercise price per share of such Options
shall be proportionately adjusted, subject to any required action by the
Board or shareholders of the Company and compliance with applicable
securities laws; provided, however, that no certificate or scrip representing
fractional shares shall be issued upon exercise of any Option and any resulting
fractions of a Share shall be ignored.
12. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
under this Plan shall confer on any Optionee any right to continue in the employ
of the Company or any Parent, Subsidiary or Affiliate of the Company or limit in
any way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate the Optionee's employment at any time, with or without
cause.
13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of
Shares upon exercise of any Options shall be subject to and conditioned upon
compliance with all applicable requirements of law, including without limitation
compliance with the Securities Act of 1933, as amended, any required approval by
the Commissioner of Corporations of the State of California, compliance with all
other applicable state securities laws and compliance with the requirements of
any stock exchange on which the Shares may be listed. The Company shall be under
no obligation to register the Shares with the Securities and Exchange Commission
or to effect compliance with the registration or qualification requirement of
any state securities laws or stock exchange.
14. RESTRICTIONS ON SHARES. At the discretion of the Committee, the
Company may reserve to itself or its assignee(s) in the Grant (a) a right of
first refusal to purchase any Shares that an Optionee (or a subsequent
transferee) may propose to transfer to a third party, and (b) a right to
repurchase any or all Shares held by an Optionee upon the Optionee's termination
of employment or service with the Company or its Parent, Subsidiary or Affiliate
of the Company for any reason within a specified time as determined by the
Committee at the time of grant at (i) the Optionee's original purchase price;
<PAGE> 4
(ii) the fair market value of such Shares as determined by the Committee in good
faith; or (iii) a price determined by a formula or other provision set forth in
the Grant.
15. ASSIGNMENT OF SHARE REPURCHASE OPTION. The Company shall have the
right at any time to assign any applicable repurchase option, whether applicable
to vested shares, unvested shares, or otherwise, to one or more persons as may
be selected by the Board. In the event that the Company is unable, pursuant to
section 500 et seg. of the California Corporations Code, to exercise its
repurchase option to repurchase any shares purchased pursuant to an option and
if the fair market value of the stock to be repurchased is greater than the
repurchase price, the Board may assign such share repurchase option to one or
more persons as it may select, provided that the Company shall receive aggregate
cash consideration for such assignment equal to or greater than the fair market
value of the stock which may be repurchased under such share repurchase option
(as determined by the Board) minus the repurchase price of such stock. The
requirements of this paragraph 15 regarding the minimum consideration to be
received by the Company shall not inure to the benefit of the Optionee whose
shares are being repurchased so that failure by the Company to comply with the
provisions of this paragraph 15 shall not be available to such Optionee as a
defense or otherwise to prevent the repurchase of the Optionee's stock by an
assignee of the share repurchase option.
16. ASSUMPTION OF OPTIONS BY SUCCESSORS. In the event of a dissolution
or liquidation of the Company, a merger in which the Company is not the
surviving corporation, a transaction in which 100% of the then outstanding
voting stock is sold or otherwise transferred, or the sale of substantially all
of the assets of the Company, any or all outstanding Options shall,
notwithstanding any contrary terms of the Grant, accelerate and become
exercisable in full prior to the consummation of such dissolution, liquidation,
merger, sale of stock or sale of assets at such times and on such conditions as
the Committee shall determine unless the successor corporation assumes the
outstanding Options or substitutes substantially equivalent options. The
aggregate fair market value (determined at the time an Option is granted) of
ISOs which first become exercisable in the year of such dissolution,
liquidation, merger, sale of stock or sale of assets cannot exceed $100,000. Any
remaining accelerated options shall be NQSOs.
17. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time
terminate or amend this Plan in any respect (including, but not limited to, any
form of Grant, agreement or instrument to be executed pursuant to this Plan);
provided, however, that the Committee shall not, without the approval of the
shareholders of the Company, increase the total number of Shares available under
this Plan (except by operation of the provisions of this Plan) or change the
class of persons eligible to receive Options. In any case, no amendment of this
Plan may adversely affect any then outstanding, Options or any unexercised
portions thereof without the written consent of the Optionee.
18. TERM OF PLAN. Options may be granted pursuant to this Plan from
time to time within a period of ten years from the date this Plan is adopted by
the Board of Directors.
Exhibit 4.10
LOGIC WORKS, INC.
1993 STOCK OPTION PLAN
1. Purpose. The purpose of the Logic Works, Inc. 1993 Stock
Option Plan (the "Plan") is to enable Logic Works, Inc. (the "Company") and its
stockholders to secure the benefits of common stock ownership by key personnel
of the Company and its subsidiaries. The Board of Directors of the Company (the
"Board") believes that the granting of options under the Plan will foster the
Company's ability to attract, retain and motivate those individuals who will be
largely responsible for the profitability and long- term future growth of the
Company.
2. Stock Subject to the Plan. The Company may issue and sell a total of
1,550,000 shares of its common stock, $.01 par value (the "Common Stock"),
pursuant to the Plan. Such shares may be either authorized and unissued or held
by the Company in its treasure. New options may be granted under the Plan with
respect to shares of Common Stock which are covered by the unexercised portion
of an option which has terminated or expired by its terms, by cancellation or
otherwise.
3. Administration. The Plan, will be administered by a compensation
committee (the "Committee") consisting of at least two directors appointed by
and serving in accordance with applicable provisions of agreements to which the
Company is party relating to the election of directors to such Committee or, if
such agreements are terminated, then at the Board's discretion. Subject to the
provisions of the Plan, the Committee, acting in its sole and absolute
discretion, will have full power and authority to grant options under the Plan,
to interpret the provisions of the Plan, to fix and interpret the provisions of
option agreements made under the Plan, to supervise the administration of the
Plan, and to take such other action as may be necessary or desirable in order to
carry out the provisions of the Plan. A majority of the members of the Committee
will constitute a quorum. The Committee may act by the vote of a majority of its
members present at a meeting at which there is a quorum or by unanimous written
<PAGE> 2
consent. The decision of the Committee as to any disputed question, including
questions of construction, interpretation and administration will be final and
conclusive on all persons. The Committee will keep a record of its proceedings
and acts and will keep or cause to be kept such books and records as may be
necessary in connection with the proper administration of the Plan.
4. Eligibility. Options may be granted under the Plan to present or
future key employees of the Company or a subsidiary of the Company (a
"Subsidiary") within the meaning of Section 424(f) of the Internal Revenue Code
of 1986 (the "Code") and to consultants to the Company or a Subsidiary who are
not employees. Options may be granted to directors of the Company or a
Subsidiary whether or not also employees of or consultants to the Company and/or
a Subsidiary. Subject to the provisions of the Plan, the Committee may, from
time to time, select the persons to whom options will be granted, and the
Committee will also fix the number of shares covered by each such option and
establish the terms and conditions thereof (including, without limitations
exercise price, vesting schedule and restrictions on exercising the option or on
the shares of Common Stock issued upon exercise thereof and whether or not the
option is to be treated as an incentive stock option within the meaning of
Section 422 of the Code (an "Incentive Stock Option").
5. Terms and Conditions of Options. Each option granted under the Plan
will be evidenced by a written agreement in a form approved by the Committee.
Each such option will be subject to the terms and conditions set forth in this
paragraph and such additional terms and conditions not inconsistent with the
Plan (and, in the case of an Incentive Stock Option, not inconsistent with the
provisions of the Code applicable thereto) as the Committee may deem necessary
or appropriate.
<PAGE> 3
(a) Option Exercise Price. In the case of an option which is
not treated as an Incentive Stock Option, the exercise price per share may not
be less than the par value of a share of Common Stock on the date the option is
granted; and, in the case of an Incentive Stock Option, the exercise price per
share may not be less than 100% of the fair market value of a share of Common
Stock on the date the option is granted (110% in the case of an optionee, who,
at the time the option is granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or a
Subsidiary (a "Ten Percent Shareholder"). For purposes hereof, the fair market
value of a share of Common Stock on any date will be equal to the closing sale
price per share as published by a national securities exchange on which shares
of the Common Stock are traded on such date or, if there is no sale of Common
Stock on such date, the average of the bid and asked prices on such exchange at
the closing of trading on such date or, if share of the Common Stock are not
listed on a national securities exchange on such date, the closing price or, if
none, the average of the bid and asked prices in the over the counter market at
the close of trading on such date, or if the Common Stock is not traded on a
national securities exchange or the over the counter market, the fair market
value of a share of the Common Stock on such date as determined in good faith by
the Committee.
(b) Option Period. The period during which an option may be
exercised will be fixed by the Committee and will not exceed 10 years from the
date the option is granted (5 years in the case of an Incentive Stock Option
granted to a "Ten Percent Shareholder").
(c) Exercise of Options. No option will become exercisable
unless the person to whom the option was granted remains in the continuous
employ or service of the Company or a Subsidiary for at least one year (or for
such other period as the Committee may designate) from the date the option is
<PAGE> 4
granted. All or part of the exercisable portion of an option may be exercised at
any time during the option period, except that, without the consent of the
Committee, no partial exercise of an option may be for less than a full share.
An option may be exercised by transmitting to the Company (1) a written notice
specifying the number of shares to be purchased and (2) payment of the exercise
price (or, if applicable, delivery of a secured obligation therefor) along with
the amount, if any, deemed necessary by the Committee to enable the Company to
satisfy its income tax withholding obligations with respect to such exercise
(unless other arrangement acceptable to the Company are made with respect to the
satisfaction of such withholding obligations).
(d) Payment of Exercise Price. The purchase price of shares of
Common Stock acquired pursuant to the exercise of an option granted under the
Plan may be paid in cash and/or such other form of payment as may be permitted
under the option agreement, including, without limitation, previously-owned
shares of Common Stock. The Committee may permit the payment of all or a portion
of the purchase price in installments (together with interest) over a period of
not more than 5 years.
(e) Rights as a Stockholder. No shares of Common Stock will be
issued in respect of the exercise of an option granted under the Plan until full
payment therefor has been made (and/or provided for where all or a portion of
the purchase price is being paid in installments). The holder of an option will
have no rights as a stockholder with respect to any shares covered by an option
until the date a stock certificate for such shares is issued to him or her.
Except as otherwise provided herein, no adjustments shall be made for dividends
or distributions of other rights for which the record date is prior to the date
such stock certificate is issued.
<PAGE> 5
(f) Nontransferability of Options. No option shall be
assignable or transferable except upon the optionee's death to a beneficiary
designated by the optionee in accordance with procedures established by the
Committee or, if no designated beneficiary shall survive the optionee, pursuant
to the optionee's will or by the laws of descent and distribution. During an
optionee's lifetime, options may be exercised only by the optionee.
(g) Termination of Employment or Other Service. If an optionee
ceases to be employed by or to perform services for the Company and any
Subsidiary for any reason other than death or disability (defined below), then
each outstanding, option granted to him or her under the Plan will terminate on
the date three months after the date of such termination of employment or
service, or, if earlier, the date specified in the option agreement. If an
optionee's employment or service is terminated by reason of the optionee's death
or disability (or if the optionee's employment or service is terminated by
reason of his or her disability and the optionee dies within one year after such
termination of employment or service), then each outstanding option granted to
the optionee under the Plan will terminate on the date one year after the date
of such termination of employment or service (or one year after the later death
of a disabled optionee) or, if earlier, the date specified in the option
agreement. For purposes hereof, the term "disability" means the inability of an
optionee to perform the customary duties of his her employment or other service
for the Company or a Subsidiary by reason of a physical or mental incapacity
which is expected to result in death or be of indefinite duration.
(h) Other Provisions. The Committee may impose such other
conditions with respect to the exercise of options, including, without
limitation, any conditions relating to the application of federal or state
securities laws and the execution and delivery by the option-holder of a
<PAGE> 6
shareholders agreement in a form approved by the Committee, as it may deem
necessary or appropriate.
6. Capital Changes, Etc.
(a) Adjustments Upon Changes in Capitalization. The aggregate
number and class of shares for which options may be granted under the Plan, the
number and class of share covered by each outstanding option and the exercise
price per share shall all be adjusted proportionately for any increase or
decrease in the number of issued shares of Common Stock resulting from a
split-up or consolidation of shares or any like capital adjustment, or the
payment of any stock dividend.
(b) Fractional Shares. In the event of any adjustment in the
number of shares covered by any option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment will be disregarded and each
such option will cover only the number of full shares resulting from the
adjustment.
(c) Determination of Board to be Final. All adjustments
under this paragraph 6 shall be made by the Board, and its determination as to
what adjustments shall be made and the extent thereof, shall be final, binding
and conclusive.
7. Amendment and Termination of the Plan. The Board may amend or
terminate the Plan. Except as otherwise provided in the Plan with respect to
equity changes, any amendment which would increase the aggregate number of
shares of Common Stock as to which options may be granted under the Plan,
materially increase the benefits under the Plan, or modify the class of persons
eligible to receive options under the Plan shall be subject to the approval of
the holders of a majority of the Common Stock issued and outstanding. No
<PAGE> 7
amendment or termination may affect adversely any outstanding option without the
written consent of the optionee.
8. No Rights Conferred. Nothing contained herein will be deemed to
give any individual any right to receive an option under the Plan or to be
retained in the employ or service of the Company or any Subsidiary.
9. Governing Law. The Plan and each option agreement shall be governed
by the laws of the State of Delaware.
10. Decisions and Determinations of Committee to be Final. Except to
the extent rights or powers under this Plan are reserved specifically to the
discretion of the Board, all decisions of the Committee are final and binding.
11. Term of the Plan. The Plan shall be effective as of , the date on
which it was adopted by the Board, subject to the approval of the stockholders
of the Company, which approval was granted . The Plan will terminate on the date
ten years after the date of adoption by the Board, unless sooner terminated by
the Board. The rights of optionees under options outstanding at the time of
termination of the Plan shall not be affected solely by reason of the
termination and shall continue in accordance with the terms of the option (as
then in effect or thereafter amended).
Exhibit 4.11
PRODEA SOFTWARE CORPORATION
1993 EMPLOYEE STOCK OPTION AND
COMPENSATION PLAN
As Amended October 6, 1995
1. Purpose. The purpose of the 1993 Employee Stock Option and
Compensation Plan (the "Plan") of Information Synthesis, Inc. (the "Company") is
to increase stockholder value and to advance the interests of the Company by
furnishing a variety of economic incentives ("Incentive") designed to attract,
retain and motivate employees. Incentives may consist of opportunities to
purchase or receive shares of Common Stock, $0.001 par value, of the Company
("Common Stock"), monetary payments or both on terms determined under this Plan.
2. Administration. The Plan shall be administered by the stock option
committee (the "Committee") of the board of directors of the Company. The
Committee shall consist of not less than two directors of the Company and shall
be appointed from time to time by the board of directors of the Company. Each
member of the Committee shall be a "disinterested person" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934, and the regulations
promulgated thereunder (the "1934 Act"). The board of directors of the Company
may from time to time appoint members of the Committee in substitution for, or
in addition to, members previously appointed, and may fill vacancies, however
caused, in the Committee. The Committee shall select one of its members as its
chairman and shall hold its meetings at such times and places as it shall deem
advisable. A majority of the Committee's members shall constitute a quorum. All
action of the Committee shall be taken by the majority of its members. Any
action may be taken by a written instrument signed by majority of the members of
its members. Any action may be taken by a written instrument signed by majority
of the members and actions so taken shall be fully effective as if it had been
made by a majority vote at a meeting duly called and held. The Committee may
appoint a secretary, shall keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable. The Committee shall have complete authority to aware Incentives under
the Plan, to interpret the Plan, and to make any other determination which it
believes necessary and advisable for the proper administration of the Plan. The
Committee's decisions and matters relating to the Plan shall be final and
conclusive on the Company and its participants.
3. Eligible Participants. Employees of the Company or its subsidiaries
or affiliates, including directors and officers who are employees of the Company
or its subsidiaries or affiliates), shall become eligible to receive Incentives
under the Plan when designated by the Committee. Participants may be designated
individually or by groups or categories (for example, by pay grade) as the
Committee deems appropriate. Participation by officers of the Company or its
subsidiaries or affiliates and any performance objectives relating to such
officers must be approved by the Committee. Participation by others and any
performance objectives relating to others may be approved by groups or
categories (for example, by pay grade and authority to designate participants
who are not officers and to set or modify such targets may be delegated.
4. Types of Incentives. Incentives under the Plan may be granted in any
one or a combination of the following forms: (a) a incentive stock options and
non-statutory stock options (section 6); (b) stock appreciation rights
("SARs")(section 7); (c) stock awards (section 8); (d) restricted stock (section
<PAGE> 2
8); (e) performance shares (section 9; and (f) cash awards (section 10).
5. Shares Subject to the Plan.
5.1 Number of Shares. Subject to adjustments as provided in
Section 11.6, the number of shares of Common Stock which may be issued
under the Plan shall not exceed 1,416,698 shares of Common Stock.
5.2 Cancellation. To the extent that cash in lieu of shares of
Common Stock is delivered upon the exercise of a SAR pursuant to Section 7.4,
the Company shall be deemed, for purposes of applying the limitation on the
number of shares, to have issued the greater of the number of shares of Common
Stock which it was entitled to issue upon such exercise or on the exercise of
any related option. In the event that a stock option or SAR granted hereunder
expires or is terminated or cancelled unexercised as to any shares of Common
Stock, such shares may again be issued under the Plan either pursuant to stock
options, SARs or otherwise. In the event that shares of Common Stock are issued
as restricted stock or pursuant to a stock award and thereafter are forfeited or
reacquired by the Company pursuant to rights reserved upon issuance thereof,
such forfeited and reacquired shares may again be issued under the Plan, either
as restricted stock, pursuant to stock awards or otherwise. The Committee may
also determine to cancel, and agree to the cancellation of, stock options in
order to make a participant eligible for the grant of a stock option at a lower
price than the option to be cancelled.
5.3 Type of Common Stock. Common Stock issued under the plan in
connection with stock options, SARs, performance shares, restricted stock or
stock awards, may be authorized and unissued shares.
6. Stock Options. A stock option is a right to purchase shares
of Common Stock from the Company. Each stock option granted by the Committee
under this Plan shall be subject to the following terms and conditions:
6.1 Price. The option price per share shall be determined by the
Committee, subject to adjustment under Section 11.6.
6.2 Number. The number of shares of Common Stock subject to the option
shall be determined by the Committee, subject to adjustment as provided in
Section 11.6. The number of shares of Common Stock subject to a stock option
shall be reduced in the same proportion that the holder thereof exercises a SAR
if any SAR is granted in conjunction with or related to the stock option.
6.3 Duration Time for Exercise. Subject to earlier termination as
provided in Section 11.4, the term of each stock option shall be determined by
the Committee but shall not exceed ten years and one day from the date of grant.
Each stock option shall become exercisable at such time or times during its term
as shall be determined by the Committee at the time of grant. The Committee may
<PAGE> 3
accelerate the exercisability of any stock option. Subject to the foregoing and
with the approval of the Committee, all or any part of the shares of Common
Stock with respect to which the right to purchase has accrued may be purchased
by the Company at the time of such accrual or at any time or times thereafter
during the term of the option.
6.4 Manner of Exercise. A stock option may be exercised, in whole or in
part, by giving written notice to the Company, specifying the number of shares
of Common Stock to be purchased and accompanied by the full purchase price for
such shares. The option price shall be payable in United States dollars upon
exercise of the option and may be paid by cash; uncertified or certified check;
bank draft; by delivery of shares of Common Stock in payment of all or any part
of the option price, which shares shall be valued for this purpose at the Fair
Market Value on the date such option is exercised; by instructing the Company to
withhold from the shares of Common Stock issuable upon exercise of the stock
option shares of Common Stock in payment of all or any part of the option price,
which shares shall be valued for this purpose at the Fair Market Value or in
such other manner as may be authorized form time to time by the Committee. Price
to the issuance of shares of Common Stock upon the exercise of a stock option, a
participant shall have no rights as a stockholder.
6.5 Incentive Stock Options. Notwithstanding anything in the Plan to
the contrary, the following additional provisions shall apply to the grant of
stock options which are intended to qualify as Incentive Stock Options (as such
term is defined in Section 422A of the Internal Revenue Code of 1986, as
amended):
(a) The aggregate Fair Market Value (determined as of the time
the option is granted) of the shares of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by any
participant during any calendar year (under all of the Company's plans)
shall not exceed $100,000.
(b) Any Incentive Stock Option certificate authorized under
the Plan shall contain such other provisions as the Committee shall
deem advisable, but shall in all events be consistent with and contain
all provisions required in order to qualify the options as Incentive
Stock Options.
(c) All Incentive Stock Options must be granted within ten
years from the earlier of the date on which this Plan was adopted by
board of directors or the date this Plan was approved by the
stockholders.
(d) Unless sooner exercised, all Incentive Stock Options shall
expire no later than 10 years after the date of grant.
(e) The option price for Incentive Stock Options shall be not
less than the Fair Market Value of the Common Stock subject to the
option on the date of grant.
<PAGE> 4
(f) No Incentive Stock Options shall be granted to any
participant who, at the time such option is granted, would own (within
the meaning of Section 422A of the Code) stock possessing more than 10%
of the total combined voting power of all classes of stock of the
employer corporation or of its parent or subsidiary corporation.
7. Stock Appreciation Rights. A SAR is a right to receive, without
payment to the Company, a number of shares of Common Stock, cash or any
combination thereof, the amount of which is determined pursuant to the formula
set forth in Section 7.4. A SAR may be granted (a) with respect to any stock
option granted under this Plan, either concurrently with the grant of such stock
option or at such later time as determined by the Committee (as to all or any
portion of the shares of Common Stock subject to the stock option ), or (b)
along, without reference to any related stock option. Each SAR granted by the
Committee under this Plan shall be subject to the following terms and
conditions:
7.1 Number. Each SAR granted to any participant shall relate
to such number shares of Common Stock as shall be determined by the Committee,
subject to adjustment as provided in Section 11.6. In the case of a SAR granted
with respect to a stock option, the number of shares of Common Stock to which
the SAR pertains shall be reduced in the same proportion that the holder of the
option exercises the related stock option.
7.2 Duration. Subject to earlier termination as provided in
Section 11.4, the term of each SAR shall be determined by the Committee but
shall not exceed ten years and one day from the date of grant. Unless otherwise
provided by the Committee, each SAR shall become exercisable at such time or
times, to such extent and upon such conditions as the stock option, if any, to
which it relates is exercisable. The Committee may in its discretion accelerate
the exercisability of any SAR.
7.3 Exercise. A SAR may be exercised, in whole or in part, by
giving written notice to the Company, specifying the number of SARs which the
holder wishes to exercise. Upon receipt of such written notice, the Company
shall, within 90 days thereafter, deliver to the exercising holder certificates
for the shares of Common Stock or cash or both, as determined by the Committee,
to which the holder is entitled pursuant to Section 7.4.
7.4 Payment. Subject to the right of the Committee to deliver
cash in lieu of shares of Common Stock (which, as its pertains to executive
officers of the Company, shall comply with all requirements of the 1934 Act),
the number of shares of Common Stock which shall be issuable upon the exercise
of a SAR shall be determined by dividing:
(a) the number of shares of Common Stock as to which the SAR
is exercised multiplied by the amount of the appreciation in such shares (for
this purpose, the "appreciation" shall be the amount by which the Fair Market
Value of the shares of Common Stock subject to the SAR on the exercise date
exceeds (1) in the case of a SAR related to a stock option, the purchase price
of the shares of Common Stock under the stock option or (2) in the case of a SAR
granted alone, without reference to a related stock option, an amount which
<PAGE> 5
shall be determined by the Committee at the time of grant, subject to adjustment
under Section 11.6); by
(b) the Fair Market Value of a share of Common Stock on the exercise date.
In lieu of issuing shares of Common Stock upon the exercise of a SAR,
the Committee may elect to pay the holder of the SAR cash equal to the Fair
Market Value on the exercise date of any or all of the shares which would
otherwise be issuable. No fractional shares of Common Stock shall be issued upon
the exercise of a SAR; instead, the holder of the SAR shall be entitled to
receive a cash adjustment equal to the same fraction of the Fair Market Value of
a share of Common Stock on the exercise date or to purchase the portion
necessary to make a whole share at its Fair Market Value on the date of
exercise.
8. Stock Awards and Restricted Stock. A stock award consists of the
transfer by the Company to a participant of shares of Common Stock, without
other payment therefor, as additional compensation for services to the Company.
A share of restricted stock consists of shares of Common Stock which are sold or
transferred by the Company to a participant at a price determined by the
Committee (which price shall be at least equal to the minimum price required by
applicable law for the issuance of a share of Common Stock) and subject to
restrictions on their sale or other transfer by the participant. The transfer of
Common Stock pursuant to stock awards and the transfer and sale of restricted
stock shall be subject to the following terms and conditions:
8.1. Number of Shares. The number of shares to be transferred or
sold by the Company to a participant pursuant to a stock award or as restricted
stock shall be determined by the Committee.
8.2. Sale Price. The Committee shall determine the price, if any, at
which shares of restricted stock shall be sold to a participant, which may vary
from time to time and among participants and which may be below the Fair Market
Value of such shares of Common Stock at the date of sale.
8.3. Restrictions. All shares of restricted stock transferred or
sold hereunder shall be subject to such restrictions as the Committee may
determine, including, without limitation any or all of the following:
(a) a prohibition against the sale, transfer, pledge or other
encumbrance of the shares of restricted stock, such prohibition to
lapse at such time or times as the Committee shall determine (whether
in annual or more frequent installments, at the time of the death,
disability or retirement of the holder of such shares, or otherwise);
(b) a requirement that the holder of shares of restricted
stock forfeit, or (in the case of shares sold to a participant) resell
<PAGE> 6
back to the Company at his or her cost, all or a part of such shares in
the event of termination of his or her employment or consulting
engagement during any period in which such shares are subject to
restrictions;
(c) such other conditions or restrictions as the
Committee may deem advisable.
8.4. Escrow. In order to enforce the restrictions imposed by the
Committee pursuant to Section 8.3, the participant receiving restricted stock
shall enter into an agreement with the Company setting forth the conditions of
the grant. Shares of restricted stock shall be registered in the name of the
participant and deposited, together with a stock power endorsed in blank, with
the Company. Each such certificate shall bear a legend in substantially the
following form:
The transferability of this certificate and the shares of
Common Stock represented by it are subject to the terms and
conditions (including conditions of forfeiture) contained in
the 1993 Employee Stock Option and Compensation Plan of
Information Synthesis, Inc., (the "Company"), and an agreement
entered into between the registered owner and the Company. A
copy of the Plan and the agreement is on file in the office of
the secretary of the Company.
8.5 End of Restrictions. Subject to Section 11.5, at the end of any
time period during which the shares of restricted stock are subject to
forfeiture and restrictions on transfer, such shares will be delivered free of
all restrictions to the participant or to the participant's legal
representative, beneficiary or heir.
8.6. Stockholder. Subject to the terms and conditions of the Plan, each
participant receiving restricted stock shall have all the rights of a
stockholder with respect to shares of stock during any period in which such
shares are subject to forfeiture and restrictions on transfer, including without
limitation, the right to vote such shares. Dividends paid in cash or property
other than Common Stock with respect to shares of restricted stock shall be paid
to the participant currently.
9. Performance Shares. A performance share consists of an award
which shall be paid in shares of Common Stock, as described below. The grant of
performance shall be subject to such terms and conditions as the Committee deems
appropriate, including the following:
9.1. Performance Objectives. Each performance share will be
subject to the performance objectives for the Company or one of its
operating units to be achieved by the end of a specified period. The
number of performance shares granted shall be determined by the
Committee and may be subject to such terms and conditions, as the
Committee shall determine. If the performance objectives are achieved,
each participant will be paid in shares of Common Stock or cash. If
such objectives are not met, each grant of performance shares may
provide for lesser payments in accordance with formulas established in
the award.
<PAGE> 7
9.2. Not Stockholder. The grant of performance shares to
a participant shall not create any rights in such participant as a
stockholder of the Company, until the payment of shares of Common Stock
with respect to an award.
9.3 No Adjustments. No adjustment shall be made in performance
shares granted on account of cash dividends which may be paid or other
rights which may be issued to the holders of Common Stock prior to the
end of any period for which performance objectives were established.
9.4. Expiration of Performance Share. If any participant's
employment or consulting engagement with the Company is terminated for
any reason other than normal retirement, death or disability prior to
the achievement of the participant's stated performance objectives, all
the participant's rights on the performance shares shall expire and
terminate unless otherwise determined by the Committee. In the event of
termination by reason of death , disability, or normal retirement, the
Committee, in its own discretion may determined what portions, if any,
of the performance shares should be paid to the participant.
10. Cash Awards. A cash award consists of a monetary payment made by
the Company to a participant as additional compensation for his or her services
to the Company. Payment of a cash award will normally depend on achievement of
performance objectives by the Company or by individuals. The amount of any
monetary payment constituting a cash award shall be determined by the Committee
in its sole discretion. Cash awards may be subject to other terms and
conditions, which may vary from time to time and among participants, as the
Committee determines to be appropriate.
11. General.
11.1. Effective Date. The Plan will become effective upon
its approval by the stockholders of the Company. Unless approved within one
year after the date of the Plan's adoption by the board of directors, the Plan
shall not be effective for any purpose.
11.2. Duration. The Plan shall remain in effect until all
Incentives granted under the Plan have either been satisfied by the issuance of
shares of Common Stock or the payment of cash or been terminated under the terms
of the Plan and all restrictions imposed on shares of Common Stock in connection
with their issuance under the Plan have lapsed. No Incentives may be granted
under the Plan after the tenth anniversary of the date the Plan is approved by
the stockholders of the Company.
11.3. Non-transferability of Incentives. No stock option, SAR,
restricted stock or performance award may be transferred, pledged or assigned by
the holder thereof except, in the event of the holder's death, by will or the
<PAGE> 8
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code of 1986, as amended, or Title I of
the Employee Retirement Income Security Act, or the rules thereunder, and the
Company shall not be required to recognize any attempted assignment of such
rights by any participant. During a participant's lifetime, an Incentive may be
exercised only by him or her or by his or her guardian or legal representative.
11.4. Effective of Termination or Death. In the event that
a participant ceases to be an employee of or consultant to the Company for any
reason, including death, any Incentives may be exercised or shall expire at such
times as may be determined by the Committee.
11.5. Additional Condition. Notwithstanding anything in this
Plan to the contrary: (a) the Company may, if it shall determine it necessary or
desirable for any reason, at the time of award of any Incentive or the issuance
of any shares of Common Stock pursuant to any Incentive, require the recipient
of the Incentive, as a condition to the receipt thereof or to the receipt of
shares of Common Stock issued pursuant thereto, to deliver to the Company a
written representation of present intention to acquire the Incentive or the
shares of Common Stock issued pursuant thereto for his or her own account for
investment and not for distribution; and (b) if at any time the Company further
determines, in its sole discretion, that the listing, registration or
qualification (or any updating of any such document) of any Incentive or the
shares of Common Stock issuable pursuant thereto is necessary on any securities
exchange or under any federal or state securities or blue sky law, or that the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with the award of any Incentive,
the issuance of shares of Common Stock pursuant thereof, or the removal of any
restrictions imposed on such shares, such Incentive shall not be awarded or such
shares of Common Stock shall not be issued or such restrictions shall not be
removed, as the case may be, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
11.6. Adjustment. In the event of any merger, consolidation or
reorganization of the Company with any other corporation or corporations, there
shall be substituted for each of the shares of Common Stock then subject to the
Plan, including shares subject to restrictions, options, or achievement of
performance share objectives, the number and kind of shares of stock or other
securities to which the holders of the shares of Common Stock will be entitled
pursuant to the transaction. In the event of any recapitalization, stock
dividend, stock split, combination of shares or other change in the Common
Stock, the number of shares of Common Stock then subject to the Plan, including
shares subject to restrictions, options or achievements of performance shares,
shall be adjusted in proportion to the change in outstanding shares of Common
Stock. In the event of any such adjustments, the purchase price of any option,
the performance objectives of any Incentive, and the shares of Common Stock
issuable pursuant to any Incentive shall be adjusted as and to the extent
appropriate, in the discretion of the Committee, to provide participants with
the same relative rights before and after such adjustment.
<PAGE> 9
11.7. Incentive Plans and Agreements. Except in the case of stock
awards or cash awards, the terms of each Incentive shall be stated in a plan or
agreement approved by the Committee. The Committee may also determine to enter
into agreements with holders of options to reclassify or convert certain
outstanding options, within the terms of the Plan, as Incentive Stock Options or
as non-statutory stock options and in order to eliminate SARs with respect to
all or part of such options and any other previously issued options.
11.8. Withholding.
(a) The Company shall have the right to withhold from any
payments made under the Plan or to collect as a condition of payment,
any taxes required by law to be withheld. At any time when a
participant is required to pay to the Company an amount required to be
withheld under applicable income tax laws in connection with a
distribution of Common Stock or upon exercise of an option or SAR, the
participant may satisfy this obligation in whole or in part by electing
(the "Election") to have the Company withhold from the distribution
shares of Common Stock having a value up to the amount required to be
withheld. The value of the shares to be withheld shall be based on the
Fair Market Value of the Common Stock on the date that the amount of
tax to be withheld shall be determined ("Tax Date").
(b) Each Election must be made prior to the Tax Date. The
Committee may disapprove of any Election, may suspend or terminate the
right to make Elections, or may provide with respect to any Incentive
that the right to make Elections shall not apply to such Incentive. An
Election is irrevocable.
(c) If a participant is an executive officer of the Company
within the meaning of Section 16 of the 1934 Act, then an Election must
comply with all of the requirements of the 1934 Act.
11.9. No Continued Employment, Engagement or Right to Corporate Assets.
No participant under the Plan shall have any right, because of his or her
participation, to continue in the employ of the Company for any period of time
or to any right to continue his or her present or any other rate of
compensation. Nothing contained in the Plan shall be construed as giving an
employee, a consultant, such persons' beneficiaries or any other person any
equity or interests of any kind in the assets of the Company or creating a trust
of any kind or a fiduciary relationship of any kind between the Company and any
such person.
11.10. Deferral Permitted. Payment of cash or distribution of any
shares of Common Stock to which a participant is entitled under any Incentive
shall be made as provided in the Incentive. Payment may be deferred at the
option of the participant if provided in the Incentive.
11.11. Amendment of the Plan. The Board may amend or discontinue the
Plan at any time. However, no such amendment or discontinuance shall, subject to
<PAGE> 10
adjustment under Section 11.6, (a) change or impair, without the consent of the
recipient, an Incentive previously granted, (b) materially increase the maximum
number of shares of Common Stock which may be issued to all participants under
the Plan, (c) materially increase the benefits that may be granted under the
Plan, 9d) materially modify the requirements as to eligibility for participation
in the Plan, or (e) materially increase the benefits accruing to participants
under the Plan.
11.12. Definition of Fair Market Value. Whenever "Fair Market Value" of
Common Stock shall be determined for purposes of this Plan, it shall be
determined by reference to the last sale price of a share of Common Stock on the
principal United States Securities Exchange registered under the 1934 Act on
which the Common Stock is listed (the "Exchange"), or, on the National
Association of Securities Dealers, Inc. Automatic Quotation System (including
the National Market System) ("NASDAQ") on the applicable date. If the Exchange
or NASDAQ is closed for trading on such date, or if the Common Stock does not
trade on such date, then the last sale price used shall be the one on the date
the Common Stock last traded on the Exchange or NASDAQ. If the Common Stock is
not publicly traded, then "Fair Market Value" shall be determined by the Board
of Directors using a reasonable valuation method in good faith.
Exhibit 4.12
TRINZIC CORPORATION
1991 INCENTIVE STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
This 1991 Incentive Stock option Plan (the "Plan") is intended to
encourage ownership of capital stock of Trinzic Corporation (the "Company") by
officers, directors, other key employees of, and consultants to, the Company, or
of its subsidiary corporations (the "Subsidiaries") as that term is defined in
Section 425 of the Internal Revenue Code of 1986, as amended. By encouraging
such individuals to acquire or increase their ownership of its stock, the
Company seeks to attract and retain the services of persons of exceptional
competence and to furnish an added incentive for them to increase their efforts
on behalf of the Company.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors (the "Board")
or by a Stock Option Committee (the "Committee") consisting of at least three
directors of the Company and appointed by the Board of Directors of the Company.
It is the intention of the Company that the Plan be administered, in accordance
with the provisions of Section 3 hereof, by "disinterested administrators within
the meaning of Rule 16b-3 as promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934 Act, as amended (the "1934
Act"). The Board or Committee, if any, is authorized to interpret the Plan and
options granted thereunder (the "Options"), to adopt, amend and rescind rules
and regulations for the administration of the Plan, to make all offer
determinations necessary or advisable for such administration, and to make
determinations with respect to the individuals to whom options shall be granted
and the number of shares to be granted pursuant to such options. Decisions of
the Board or the Committee, as the case may be, shall be conclusive and the
Company through its President and its Secretary or other officers designated by
the Board or Committee, as the case may be, shall effect the grant of Options
under the Plan in accordance with the determinations made by the Board or the
Committee, as the case may be, pursuant to the provisions of the Plan, by
execution of instruments in writing in form approved by the Board or the
Committee, as the case may be.
3. ELIGIBILITY UNDER THE PLAN.
The persons who shall be eligible to receive options shall be such key
employees (including officers, whether or not they are directors, and directors
who are also employees) of the company and its Subsidiaries as the Board or the
Committee, as the case may be, shall select from time to time in accordance with
the provisions of Article 2 of the Plan. In addition, non-qualified options may
be granted under the Plan to directors of the Company who are not also
employees, to consultants to the Company and to such other persons as the Board
or the Committee, as the case may be, shall select from time to time. An
optionee may hold more than one option, but only on the terms and subject to the
restrictions hereinafter set forth.
No incentive stock option shall be granted to an individual who, at the
time the option is granted, owns (including ownership attributed pursuant to
<PAGE> 2
Section 425 of the Internal Revenue Code of 1986, as amended) more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any subsidiary or parent (a "greater-than ten percent stockholder");
notwithstanding the above, a "greater-than ten percent stockholder" may be
granted an incentive stock option provided that the purchase price per share
shall not be less than one hundred ten percent (110%) of the fair market value
of the stock at the time such option is granted, and further provided that no
such incentive stock option shall be exercisable to any extent after the
expiration of five (5) years from the date it is granted.
The aggregate number of shares of Common Stock subject to non-qualified
options granted to non-employee directors shall not, at the time of grant,
exceed 30% of the aggregate number of shares of Common Stock that have been or
could be issued under the Plan; provided that the aggregate number of shares of
Common Stock subject to all non-qualified options granted to any such director
shall not, at the time of grant, exceed 2% of the aggregate number of shares of
Common Stock that have been or could be issued under the Plan. The aggregate
number of shares of Common Stock subject to non-qualified options and incentive
stock options granted to directors who are employees shall not, at the time of
grant, exceed 50% of the aggregate number of shares of Common Stock that have
been or could be issued under the Plan; provided that the aggregate number of
shares of Common Stock subject to all non-qualified options and incentive stock
options granted to any such director shall not, at the time of grant, exceed 30%
of the aggregate number of shares of Common Stock that have been or could be
issued under the Plan.
4. STOCK SUBJECT TO THE PLAN
The stock subject to the options and other provisions of the Plan shall
be shares of the Company's authorized but unissued or reacquired Common Stock,
$.01 par value, as described in the Certificate of Incorporation of the Company
as presently in effect or hereafter amended. The aggregate number of shares
which may be issued under options shall not exceed 3,000,000 shares of such
Common Stock, except as such total amount may be adjusted pursuant to Article 14
of the Plan. In the event that any outstanding option under the Plan for any
reason expires or is terminated, the shares of Common Stock allocable to the
unexercised portion of such option may again be subject to an option under the
Plan.
5. NATURE OF OPTIONS GRANTED UNDER THE PLAN: LIMITATION
ON AMOUNT OF OPTIONS GRANTED TO ANY EMPLOYEE
Except as otherwise determined by the Board or the Committee,
options granted under the Plan are intended to qualify as "incentive
stock options" within the meaning of section 422A of the Code to the
maximum extent permitted under the Code. The aggregate fair market
value (determined as of the date of grant of the option) of the shares
of Common Stock as to which any incentive stock option granted under
the Plan shall first become exercisable (i.e., shall "vest") in any
calendar year shall not exceed $100,000. To the extent that the shares
of Common Stock as to which any option granted under the Plan shall
vest in any calendar year shall have a fair market value (determined as
of the date of grant of the option) in excess of $100,000, or to the
<PAGE> 3
extent that the Board or the Committee, as the case may be, shall so
specify upon the grant of any option under the Plan, such option shall
be deemed to be a non-qualified option with respect to such excess or
specified number of shares of Common Stock.
6. OPTION PRICE
The purchase price per share under each option granted under this Plan
shall be determined by the Board or the Committee, as the case may be, but in
the case of any incentive stock option shall not be less than 100% (110% in the
case of a greater-than ten percent stockholder) of the fair market value of the
stock at the time such option is granted, such fair market value to be
determined in accordance with procedures to be established by the Board or the
Committee, as the case may be, and in no case less than the par value of the
Common Stock.
7. PERIOD OF OPTION
The Board or the Committee, as the case may be, shall in its discretion
determine the extent to which an option may be exercised in part and the extent
to which any part may or may not be exercised prior to expiration of specified
periods of time after the grant of said option; provided, however, no option
shall be exercisable to any extent after the expiration of ten years (five years
in the case of a greater-than ten percent stockholder) from the date it is
granted.
8. EXERCISE OF OPTIONS
Options shall be exercised by the delivery of written notice to the
Company setting forth the number of shares with respect to which the option is
to be exercised, together (a) with cash, certified check, bank draft or postal
or express money order, in U.S. funds, payable to the order of the Company for
an amount equal to the option price of such shares, or (b) with the consent of
the Board or the Committee, as the case may be, shares of Common Stock of the
Company having a fair market value equal to the option price of such shares, (c)
with the consent of the Board or the Committee, as the case may be, by delivery
to the Company of a promissory note, in form, and substance acceptable to the
Company, (d) with the consent of the Board or the Committee, as the case may be
by waiver of compensation due or accrued to optionee for services rendered; (e)
with the consent of the Board or the Committee, as the case may be, provided
that a public market for the Company's stock exists, through a "same day sale"
commitment from the optionee and a broker dealer that is a member of the
National Association of Securities Dealers (an "NASD Dealer") whereby the
optionee irrevocably elects to exercise the option and to sell a portion of the
shares so purchased to pay for the exercise price and whereby the NASD Dealer
irrevocably commits upon receipt of such shares to forward the exercise price
directly to the Company, (f) with the consent of the Board or the Committee, as
the case may be, provided that a public market for the Company's stock exists,
through a "margin" commitment from the optionee and an NASD Dealer whereby the
optionee irrevocably elects to exercise the option and to pledge the shares so
purchased to the NASD Dealer in a margin account as security for a loan from the
NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer
irrevocably commits upon receipt of such shares to forward the exercise price
directly to the Company, (g) or with the consent of the Board or the Committee,
as the case may be with any combination of the foregoing. As promptly as
<PAGE> 4
practicable after receipt of such written notification and payment, the Company
shall deliver to the optionee certificates for the number of shares with respect
to which such option has been so exercised, issued in the optionee's name. No
director shall exercise any option within one year from the date of the grant of
the option.
9. TRANSFERABILITY OF OPTIONS
Options shall not be transferable by the optionee otherwise than by
will or under the laws of descent and distribution, and shall be exercisable,
during his lifetime, only by him.
10. TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE
The provisions of this Section 10 shall apply only to options granted
to or held by employees of the Company and its Subsidiaries. Except as may be
otherwise expressly provided herein, options shall terminate on the earlier of
the date of expiration thereof or thirty (30) days after termination of the
employment relationship between the Company and the optionee for any reason, for
or without cause, other than death or retirement in good standing from the
employ of the company for reasons of age or disability under the then
established rules of the company. Whether authorized leave of absence, or
absence on military or government service, shall constitute termination of the
employment relationship between the Company and the optionee shall be determined
by the Board or the Committee, as the case may be, at the time thereof. In the
event of the death of the holder of an option while in the employ of the company
and before the date of expiration of such option, such option shall terminate on
the earlier of such date of expiration of 180 days following the date of such
death. After the death of the optionee, his executors, administrators or any
person or persons to whom his option maybe transferred by will or by the laws of
descent and distribution, shall have the right, at any time prior to such
termination, to exercise the option to the extent the optionee was entitled to
exercise such option immediately prior to his death. If, before the date of
expiration of the option, the optionee shall be retired in good standing from
the employ of the Company for reasons of age or disability under the then
established rules of the Company, the option shall terminate on the earlier of
such date of expiration or 90 days after the date of such retirement. In the
event of such retirement, the optionee shall have the right prior to the
termination of such option to exercise the option to the extent to which he was
entitled to exercise such option immediately prior to such retirement. An
employment relationship between the Company and the optionee shall be deemed to
exist during any period in which the optionee is employed by the Company or by
any Subsidiary.
11. REQUIREMENTS OF LAW
The Company shall not be required to sell or issue any shares under any
option if the issuance of such shares shall constitute a violation by the
optionee or by the Company of any provisions of any law or regulation of any
governmental authority. In addition, in connection with the Securities Act of
1933, as now in effect or hereafter amended (the "Act"), upon exercise of any
option, the Company shall not be required to issue such shares unless the Board
or the committee, as the case may be, has received evidence satisfactory to it
to the effect that the holder of such option will not transfer such shares
except pursuant to a registration statement in effect under the Act or unless an
opinion of counsel to the Company has been received by the Company to the effect
<PAGE> 5
that such registration is not required. Any determination in this connection by
the Board shall be final, binding and conclusive. In the event the shares
issuable on exercise of an option are not registered under the Act, the Company
may imprint the following legend or any other legend which counsel for the
Company considered necessary or advisable to comply with the Act:
"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY
THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION, IN FORM AND SUBSTANCE SATISFACTORY TO THE
CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE
OR TRANSFER."
The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Act; and in the event any shares are
so registered the Company may remove any legend on certificates representing
such shares. The Company shall not be obligated to take any affirmative action
in order to cause the exercise of an option or the issuance of shares pursuant
thereto to comply with any law or regulation of any governmental authority.
12. NO RIGHTS AS STOCKHOLDER
No optionee shall have rights as a stockholder with respect to shares
covered by his option until the date of issuance of a stock certificate for such
shares; and, except as otherwise provided in paragraph 14 hereof, no adjustment
for dividends, or otherwise, shall be made if the record date therefor is prior
to the date of issuance of such certificate.
13. EMPLOYMENT OBLIGATION
The granting of any option shall not impose upon the Company any
obligation to employ, to continue to employ or to continue the services of any
optionee; and the right of the Company to terminate the employment of any
officer or other employee or to terminate the services of any consultant shall
not be diminished or affected by reason of the fact that an option has been
granted to him.
14. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE
The existence of outstanding options shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
<PAGE> 6
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services or property, then (i) the
number, class, and per share price of shares of stock subject to outstanding
options hereunder shall be appropriately adjusted in such a manner as to entitle
an optionee to receive upon exercise of an option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received as a result of the event requiring the adjustment had he exercised his
option in full immediately prior to such event; and (ii) the number and class of
shares then reserved for issuance under the Plan shall be adjusted by
substituting for the total number of shares of Common Stock then reserved that
number and class of shares of stock that would have been received by the owner
of an equal number of outstanding shares of Common Stock as the result of the
event requiring the adjustment.
If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or if
one or more corporations is merged into the Company or there is a consolidation
of the Company and one or more corporations in which the Company is the
surviving corporation and, in either such case, shares of Common Stock of the
company are converted into cash, securities or other property other than shares
of the Common Stock of the Company, or if the Company is liquidated, or sells or
otherwise disposes of substantially all its assets to another corporation while
unexercised options remain outstanding under the Plan, (i) subject to the
provision of clause (iii) below, after the effective date of such merger,
consolidation or sale, as the case may be, each holder of an outstanding option
shall be entitled, upon exercise of such option, to receive, in lieu of shares
of Common Stock, cash, securities or other property as the holders of shares of
Common Stock received pursuant to the terms of the merger, consolidation or
sale; (ii) the Board of Directors or the Committee, as the case may be, may
accelerate the time for exercise of all unexercised and unexpired options to and
after a date prior to the effective date of such merger, consolidation.
liquidation or sale, as the case may be, specified by the Board or the
Committee; or (iii) all outstanding options may be canceled by the Board of
Directors or the Committee as of the effective date of any such merger,
consolidation, liquidation or sale provided that (x) notice of such cancellation
shall be given to each holder of an option and (y) each holder of an option
shall have the right to exercise such option to the extent that the same is then
exercisable or, if the Directors or the Committee shall have accelerated the
time for exercise of all unexercised and unexpired options, in full during the
30-day period preceding the effective date of such merger, consolidation,
liquidation or sale.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
<PAGE> 7
be made with respect to, the number or price of shares of Common Stock then
subject to outstanding options.
15. AMENDMENT OR TERMINATION OF PLAN
The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time, except that the aggregate number of shares issuable
pursuant to this Plan shall not, other than by operation of Section 14 hereof,
be increased without the consent of the stockholders.
16. WRITTEN AGREEMENT
Each option granted hereunder shall be embodied in a written option
agreement which shall be subject to the terms and conditions prescribed above
and shall be signed by the President or any Vice President of the company for
and in the name and on behalf of the Company. Such an option agreement shall
contain such other provisions as the Board or the Committee in its discretion
shall deem advisable.
17. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective upon its adoption by the Board of
Directors, provided that the stockholders of the Company shall have approved the
Plan within twelve months prior to or following the adoption of the Plan by the
Directors. Options must be granted under the Plan within ten (10) years from the
date of adoption by the Board or Directors or the date of approval by vote of
the stockholders, whichever is earlier. The Plan shall terminate (i) when the
total amount of the Common Stock with respect to which options may be granted
shall have been issued upon the exercise of options, or (ii) by action of the
Board of Directors pursuant to paragraph 15 hereof, whichever shall first occur.
The Plan is intended to comply with Rule 16b-3 promulgated under the 1934 Act
and any provision inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan.
Exhibit 5
June 16, 1999
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11788-7000
Gentlemen:
I have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
under the Securities Act of 1933, as amended, in connection with the issuance of
up to 800,000 shares of your Common Stock, together with associated rights,
issuable pursuant to the Memco Software Ltd. 1996 Stock Option and Incentive
Plan, the Memco Software Ltd. 1996 Stock Option and Incentive Plan (II), the
Memco Software Ltd. 1997 Stock Option and Incentive Plan (III), the Memco
Software Ltd. 1998 Stock Option and Incentive Plan (IV), the Locus Computing
Corporation 1987 Stock Option Plan, the Logic Works, Inc. 1993 Stock Option
Plan, the Logic Works, Inc. 1995 Stock Option/Stock Issuance Plan, the Prodea
Software Corporation 1993 Employee Stock Option and Compensation Plan, the
Trinzic Corporation 1991 Incentive Stock Option Plan, the VAYDA CONSULTING INC.
1995 Stock Option Plan, the VIVID Publishing, Inc. 1997 Stock Option Plan, and
the VIVID Publishing, Inc. 1996 Stock Option Plan (collectively, the "Plans").
As such counsel, I have examined your Restated Certificate of Incorporation,
your By-Laws as amended to date, the Plans and such other corporate documents,
minutes and records as I have deemed appropriate.
Based upon the foregoing, it is my opinion that the 800,000 shares issuable in
the aggregate pursuant to the Plans will be, upon issuance thereof in accordance
with the Plans, respectively, duly authorized, validly issued, and fully paid
and nonassessable.
I hereby consent to the reference to me in the Registration Statement under the
caption "Legal Opinion" and to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Steven M.Woghin
Steven M. Woghin
Senior Vice President and
General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 for an aggregate 19,590 shares of Common Stock, $.10 par value) of Computer
Associates International, Inc. and subsidiaries and related prospectuses of our
report dated May 26, 1999, with respect to the consolidated financial statements
and schedule of Computer Associates International, Inc. included in its Annual
Report on Form 10-K for the fiscal year ended March 31, 1999, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
June 17, 1999
