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EXHIBIT 4.1
AMERICAN SOFTWARE, INC.
2001 STOCK OPTION PLAN
American Software, Inc., a Georgia corporation (the "Company"), hereby
establishes the American Software, Inc. 2001 Stock Option Plan (the "Plan"),
effective as of May 16, 2000, the date on which this Plan was adopted by the
Board of Directors of the Company. No Options shall be granted under this Plan
until (a) it has been approved by the affirmative vote of shareholders holding a
majority in voting power of the Common Stock of the Company or (b) September 1,
2000, whichever shall occur later (the "Commencement Date"). Options may not be
granted under the Plan more than ten years after May 16, 2000.
1. Purpose. The purpose of the Plan is to attract and retain the best
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available talent and encourage the highest level of performance by officers,
employees, directors, advisors and consultants, and to provide them with
incentives to put forth maximum efforts for the success of the Company's
business in order to serve the best interests of the Company. Options granted
under the Plan may be Incentive Stock Options or Nonqualified Stock Options, as
such terms are hereinafter defined.
2. Definitions. The following terms, when used in the Plan with initial
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capital letters, will have the following meanings:
(a) "Act" means the Securities Exchange Act of 1934 as in effect from time
to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Change in Control" means the occurrence, prior to the expiration of
an Option, of any of the following events:
(i) the Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than two-thirds of the combined voting
power of the then-outstanding securities entitled to vote generally in the
election of directors ("Voting Stock") of such corporation or person
immediately after such transaction are held in the aggregate by the holders
of Voting Stock of the Company immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or substantially
all of its assets to another corporation or other legal person, and as a
result of such sale or transfer less than two-thirds of the combined voting
power of the then-outstanding Voting Stock of such
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corporation or person immediately after such sale or transfer is held in
the aggregate by the holders of Voting Stock of the Company immediately
prior to such sale or transfer;
(iii) there is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated pursuant to
the Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Act) has become, after the
effective date hereof, the direct or indirect beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Act) of securities representing 50% or
more of the combined voting power of the then-outstanding Voting Stock of
the Company other than by gift or inheritance;
(iv) the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) that a change in control of the Company has
occurred or will occur in the future pursuant to any then-existing contract
or transaction; or
(v) if, during any period of two consecutive years, individuals who
at the beginning of any such period constitute the directors of the Company
cease for any reason to constitute at least a majority thereof; provided,
however, that for purposes of this clause (v) each director who is first
elected, or first nominated for election by the Company's stockholders, by
a vote of at least two-thirds of the directors of the Company (or a
committee thereof) then still in office who were directors of the Company
at the beginning of any such period will be deemed to have been a director
of the Company at the beginning of such period; and provided further that
this clause (v) shall not commence applicability until such time as at
least five directors are serving concurrently on the Board, but shall apply
thereafter regardless of the number of directors.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above,
unless otherwise determined in a specific case by majority vote of the Board, a
"Change in Control" will not be deemed to have occurred for purposes of clause
(iii) or clause (iv) above solely because (1) the Company, (2) a Subsidiary, or
(3) any Company-sponsored employee stock ownership plan or any other employee
benefit plan of the Company or any Subsidiary either files or becomes obligated
to file a report or a proxy statement under or in response to Schedule 13D,
Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) under the Act disclosing beneficial ownership by it of
shares of Voting Stock of the Company, whether in excess of 50% or otherwise,
or because the Company reports that a change in control of the Company has
occurred or will occur in the future by reason of such beneficial ownership or
any increase or decrease thereof. For purposes of clauses (i), (ii) and (iii)
above, for so long as the entity in question maintains two classes of common
stock substantially as currently maintained by the Company, the phrase
"combined voting power of the then-
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outstanding Voting Stock" shall be calculated by allocating to each Class A
Common Share one vote and by allocating to each Class B Common Share three
votes.
(d) "Code" means the Internal Revenue Code of 1986, as in effect from time
to time.
(e) "Commencement Date" shall mean May 1, 2001 or the date the shareholders
of the Company approve the Plan, whichever occurs later.
(f) "Committee" shall refer to either the Stock Option Committee or the
Special Stock Option Committee.
(g) "Common Stock" means the Class A Common Shares, $.10 par value, of the
Company or any security into which Class A Common Shares may be changed by
reason of any transaction or event of the type described in Section 9.
(h) "Date of Grant" means the date specified by the Stock Option Committee
or the Special Stock Option Committee, as applicable, on which a grant of Stock
Options will become effective (which date will not be earlier than the date on
which such Committee takes action with respect thereto).
(i) "Disability" means (i) with respect to a Grantee who is eligible to
participate in the Company's program of long-term disability insurance, a
condition with respect to which the Grantee is entitled to commence benefits
under such program of long-term disability insurance, and (ii) with respect to
all Grantees generally (including a Grantee who is eligible to participate in
the Company's program of long-term disability insurance), a disability as
determined under procedures established by the relevant Committee or in any
Option Grant Agreement.
(j) "Grantee" means a person who is selected by the Stock Option Committee
or the Special Stock Option Committee, as applicable, to receive Stock Options
and who is at that time (i) an executive officer or other key employee of the
Company or any Subsidiary, (ii) an advisor or consultant to the Company or any
Subsidiary, or (iii) a member of the Board.
(k) "Incentive Stock Option" means an Option granted in accordance with
Section 422 of the Code.
(l) "Market Value" means last sale price as reported on any national
securities exchange or automated quotation system on which the Common Stock is
listed on the Date of Grant if such date is a trading day and, if such date is
not a trading day, on the immediately preceding date which is a trading day.
(m) "Nonemployee Director" means a member of the Board who is not an
employee of the Company or any Subsidiary and who qualifies as a "Non-Employee
Director" within the meaning of Rule 16b-3.
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(n) "Nonqualified Stock Option" means an Option other than an Incentive
Stock Option.
(o) "Option Grant Agreement" means the instrument by which the Company
grants an Option to a Grantee, which instrument contains the particular terms
of such Option in addition to the terms set forth in the Plan.
(p) "Option Price" means the purchase price per share payable on exercise
of an Option.
(q) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such Rule
is in effect from time to time.
(r) "Special Stock Option Committee" means a committee that at all times
consists of at least two Nonemployee Directors and all of whose members qualify
as "outside directors" within the meaning of Section 162(m) of the Code,
appointed by the Board to grant and administer Options granted under Section 5.
(s) "Option" means the right to purchase shares of Common Stock upon
exercise of Stock option granted pursuant to Section 4, Section 5 or Section 6.
(t) "Stock Option Committee" means the stock option committee appointed by
the Board to grant and administer Options granted under Section 4.
(u) "Subsidiary" means any corporation, partnership, joint venture or other
entity in which the Company owns or controls, directly or indirectly, not less
than 50% of the total combined voting power or equity interests represented by
all classes of stock issued by such corporation, partnership, joint venture or
other entity.
(v) "10-Percent Shareholder" means any person who at the time of the grant
of an Option owns capital stock of the Company possessing more than 10% of the
combined voting power of all classes of capital stock of the Company.
3. Shares Available Under Plan. The shares of Common Stock that may be issued
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under the Plan will not exceed in the aggregate 2,000,000 shares, subject to
adjustment as provided in Section 9. Such shares may be shares of original
issuance or treasury shares or a combination of the foregoing. Any shares of
Common Stock that are subject to Stock Options that are terminated, expire
unexercised, are forfeited or are surrendered will again be available for
issuance under the Plan.
4. Stock Options for Grantees - Nonexempt Grants. The Stock Option Committee
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may from time to time authorize Option grants to any Grantee to purchase shares
of Common Stock upon such terms and conditions as such Committee may determine
in accordance with the provisions
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set forth below. Grants made by the Stock Option Committee pursuant to this
Section 4 are not intended to comply with or otherwise satisfy the requirements
of Rule 16b-3.
(a) Each Option Grant Agreement shall specify the number of shares of
Common Stock to which it pertains.
(b) Each Option Grant Agreement shall specify the Option Price, which, in
the case of an Incentive Stock Option, shall be not less than 100% of the
Market Value per Share on the Date of Grant or, in the case of an Incentive
Stock Option granted to a 10% Shareholder, not less than 110% of the Market
Value per Share on the Date of Grant.
(c) Each Option Grant Agreement shall specify whether the Stock Option is
intended to be an Incentive Stock Option or a Nonqualified Stock Option.
(d) Each Option Grant Agreement may specify whether the Option Price will
be payable (i) in cash or by check acceptable to the Company, (ii) by the
transfer to the Company of shares of Common Stock owned by the Grantee for at
least six months having an aggregate fair market value per share at the date of
exercise equal to the aggregate Option Price, or (iii) by a combination of such
methods of payment; provided, however, that the payment method described in
clause (ii) shall not be available at any time that the Company is prohibited
from purchasing or acquiring such shares of Common Stock. In the absence of any
such specification, only the payment method in clause (i) shall be permitted.
Any Option Grant Agreement may provide for deferred payment of the Option Price
from the proceeds of sale through a bank or broker of some or all of the shares
to which such exercise relates.
(e) Each Option Grant Agreement shall specify the term of the Stock Option,
which in the case of an Incentive Stock Option granted to a 10% Shareholder
shall not be greater than five years and for all other Stock Options shall not
be greater than ten years.
(f) Each Option Grant Agreement shall specify the required period or
periods (if any) of continuous service by the Grantee with the Company or any
Subsidiary and any other conditions to be satisfied before the Stock Option or
installments thereof will become exercisable, and any Option Grant Agreement
may provide, or may be amended to provide for the earlier exercise of the Stock
Option in the event of a Change in Control.
(g) Each Stock Option granted pursuant to this Section 4 shall be subject
to the transfer restrictions set forth in Section 8.
(h) Each Option Grant Agreement shall be in the form of a written
instrument executed on behalf of the Company by the Chief Executive Officer or
Chief Financial Officer (or another officer designated by the Board of
Directors or by the Stock Option Committee) and delivered to the Grantee and
containing such further terms and provisions, consistent with the Plan, as the
Committee may approve.
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5. Stock Options for Grantees - Exempt Grants. The Special Stock Option
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Committee may from time to time authorize grants to any Grantee of options to
purchase shares of Common Stock upon such terms and conditions as it may
determine in accordance with the provisions set forth below. Grants made by the
Special Stock Option Committee pursuant to this Section 5 are intended to comply
with and otherwise satisfy the requirements of Rule 16b-3. To the extent that
(i) any provision of the Plan applicable to an Option granted pursuant to this
Section 5, or (ii) any act of the Board, Stock Option Committee or Special Stock
Option Committee would cause such Option to fail to satisfy or comply with any
requirements of Rule 16b-3, such provision or act will be deemed null and void
for purposes of such Option.
(a) Each Option Grant Agreement shall specify the number of shares of
Common Stock to which it pertains.
(b) Each Option Grant Agreement shall specify the Option Price, which, in
the case of an Incentive Stock Option, shall be not less than 100% of the
Market Value per Share on the Date of Grant or, in the case of an Incentive
Stock Option granted to a 10% Shareholder, not less than 110% of the Market
Value per Share on the Date of Grant.
(c) Each Option Grant Agreement shall specify whether the Option is
intended to be an Incentive Stock Option or a Nonqualified Stock Option.
(d) Each Option Grant Agreement shall specify whether the Option Price will
be payable (i) in cash or by check acceptable to the Company, (ii) by the
transfer to the Company of shares of Common Stock owned by the Grantee for at
least six months having an aggregate fair market value per share at the date of
exercise equal to the aggregate Option Price, or (iii) by a combination of such
methods of payment; provided, however, that the payment method described in
clause (ii) shall not be available at any time that the Company is prohibited
from purchasing or acquiring such shares of Common Stock. In the absence of any
such specification, only the payment method in clause (i) shall be permitted.
Any Option Grant Agreement may provide for deferred payment of the Option Price
from the proceeds of sale through a bank or broker of some or all of the shares
to which such exercise relates.
(e) Each Option Grant Agreement shall specify the term of the Option, which
in the case of an Incentive Stock Option granted to a 10% Shareholder shall not
be greater than five years and for all other Options shall not be greater than
ten years.
(f) Each Option Grant Agreement shall specify the required period or
periods (if any) of continuous service by the Grantee with the Company or any
Subsidiary and any other conditions to be satisfied before the Options or
installments thereof will become exercisable, and any Option Grant Agreement
may provide, or may be amended to provide for the earlier exercise of the
Options in the event of a Change in Control.
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(g) Each Option granted pursuant to this Section 5 shall be subject to the
transfer restrictions set forth in Section 8.
(h) Each Option Grant Agreement shall be in the form of a written
instrument executed on behalf of the Company by the Chief Executive Officer or
Chief Financial Officer (or another officer designated by the Board of
Directors or by the Special Stock Option Committee) and delivered to the
Grantee and containing such further terms and provisions, consistent with the
Plan, as the Special Stock Option Committee may approve.
6. Options for Nonemployee Directors.
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(a) Each current Nonemployee Director will be granted a Nonqualified Stock
Option to purchase 3,000 shares of Common Stock as of the last day of each
fiscal quarter, provided that such individual has served continuously as a
Nonemployee Director during such quarter through the close of business on such
date. Such Option grants shall commence as of the fiscal quarter-end
immediately following the Commencement Date.
(b) Each Nonemployee Director newly elected or appointed to the Board on
or subsequent to the date on which the Shareholders approve this Plan will be
granted a Nonqualified Stock Option, effective upon his or her initial election
or other appointment to the Board, to purchase 5,000 shares of Common Stock,
but issued not sooner than the Commencement Date. Consistent with paragraph
6(a), each such Nonemployee Director will also be granted an additional
Nonqualified Stock Option to purchase shares of Common Stock as of the last day
of each fiscal quarter following his or her Initial Option grant in accordance
with paragraph (a) of this Section 6, beginning on the fiscal quarter-end
immediately following the Commencement Date, provided that such individual has
served continually as a Nonemployee Director during such quarter through the
close of business on such date.
(c) Each Option Grant Agreement shall specify the Option Price, which
shall be equal to the Market Value on the Date of Grant. All Options granted
pursuant to this Section 6 shall contain the terms and conditions set forth in
paragraphs (a), (d), (e), (f), (g) and (h) of Section 4. Options granted
pursuant to this Section 6 are intended to comply with and otherwise satisfy
the requirements of Rule 16b-3. To the extent that (i) any provision of the
Plan applicable to an Option granted pursuant to this Section 6 or (ii) any act
of the Board, Stock Option Committee or Special Stock Option Committee would
cause such Option to fail to satisfy or comply with any requirements of Rule
16b-3, such provision or act will be deemed null and void for purposes of such
Option.
7. Exercise of Options.
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(a) Any Option granted hereunder shall be exercisable according to the
terms of the Plan and at such times and under such conditions as determined by
the Committee and set forth in the Option Grant Agreement. Unless the Committee
provides otherwise, vesting of Options
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shall be tolled during any unpaid leave of absence. Options may not be
exercised for a fraction of a share of Common Stock.
(b) An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with
the terms of the Option Grant Agreement) from the person entitled to
exercise the Option, and
(ii) full payment for the shares of Common Stock with respect to
which the Option is exercised, in the form permitted by the Option
Grant Agreement and the Plan.
(c) Shares issued upon exercise of an Option shall be issued in the name
of the Grantee, or, if requested by the Grantee, in the name of the Grantee and
his or her spouse. Until the shares of Stock are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Stock acquired upon
exercise of the Option, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such shares of Common Stock promptly after
the Option is exercised. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the shares of Common Stock
are issued, except as provided in Section 9.
(d) Exercising an Option in any manner shall decrease the number of shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of shares as to which the Option is exercised.
(e) If a Grantee received an Option as an employee or director of the
Company and ceases to be an employee or director, as the case may be, of the
Company, or if the Grantee received an Option as an advisor or consultant to
the Company and ceases to be such an advisor or consultant, other than upon the
Grantee's death or Disability, the Grantee may exercise his or her Option
within such period of time as is specified in the Option Grant Agreement to the
extent that the Option is vested on the date of termination. In the absence of
a specified time in the Option Grant Agreement, the Option shall remain
exercisable for three months following the Grantee's termination (but in no
event later than the expiration of the term of such Option as set forth in the
Option Grant Agreement). Notwithstanding the foregoing, except in the case of
termination of employment in accordance with the retirement policies of the
Company, if a Grantee voluntarily terminates his employment or voluntarily
terminates his status as an advisor or consultant, the Grantee may not exercise
his or her Option following the date of termination.
(f) If a Grantee ceases to be an employee, director, advisor or consultant
as a result of the Grantee's Disability, the Grantee may exercise his or her
Option within such period of
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time as is specified in the Option Grant Agreement to the extent the Option is
vested on the date of exercise. In the absence of a specified time in the
Option Grant Agreement relating to Disability, the Option shall remain
exercisable and shall continue to vest for 12 months following the Grantee's
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Grant Agreement).
(g) If a Grantee dies while he remains an employee, director, advisor or
consultant of the Company, the Option may be exercised within such period of
time as is specified in the Option Grant Agreement to the extent that the
Option is vested on the date of exercise (but in no event later than the
expiration of the term of such Option as set forth in the Option Grant
Agreement). In the absence of a specified time in the Option Grant Agreement,
the Option shall remain exercisable and shall continue to vest for 12 months
following the Grantee's death. The Option may be exercised by the executor or
administrator of the Grantee's estate or, if none, by the person(s) entitled to
exercise the Option under the Grantee's Will or the laws of descent and
distribution.
(h) The Committee may at any time offer to buy out, for a payment in cash
or shares of Common Stock, an Option previously granted based on such terms and
conditions as the Committee shall establish and communicate to the Grantee at
the time that such offer is made.
8. Transferability. Except as otherwise expressly provided in the Option
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Grant Agreement, or in any amendment to such agreement, no Option will be
transferable by a Grantee other than by will or the laws of descent and
distribution, and during the lifetime of the Grantee may be exercised only by
the Grantee.
9. Adjustments. The Board or the Stock Option Committee, with respect to
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Options granted under Section 4, and the Board or the Special Stock Option
Committee, with respect to Options granted under Section 5, shall make or
provide for such adjustments in the maximum number of shares of Common Stock
specified in Section 3, in the number of shares of Common Stock covered by
outstanding Options granted hereunder, in the Option exercise price applicable
to any such Options or in the kind of shares covered thereby (including shares
of another issuer), as the Board or such Committee in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution
or enlargement of the rights of Grantees that otherwise would result from any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Company, merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporate transaction or event having an
effect similar to any of the foregoing. Any fractional shares resulting from
the foregoing adjustments may be eliminated.
10. Withholding of Taxes. To the extent that the Company is required to
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withhold federal, state, local or foreign taxes in connection with any benefit
realized by a Grantee under the Plan, or is requested by any Grantee to withhold
additional amounts with respect to such taxes, and the amounts available to the
Company for such withholding are insufficient, it will be a condition to
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the realization of such benefit that the Grantee make arrangements satisfactory
to the Company for payment of the balance of such taxes required or requested to
be withheld. In addition, if permitted by the Stock Option Committee with
respect to Options granted under Section 4, or by the Special Stock Option
Committee with respect to Options granted under Section 5, a Grantee may elect
to have any withholding obligation of the Company satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Common Stock to
be issued pursuant to any Option a number of shares with an aggregate Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due, or (ii) transferring to the Company shares of
Common Stock owned by the Grantee with an aggregate Market Value (as of the date
the withholding is effected) that would satisfy the minimum withholding amount
due.
11. Administration of the Plan.
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(a) The Plan will be administered by the Stock Option Committee with
respect to Options granted under Section 4 and by the Special Stock Option
Committee with respect to Options granted under Section 5. For purposes of any
action taken by either Committee, a majority of the members of that Committee
will constitute a quorum, and the action of the members present at any meeting
at which a quorum is present, or acts unanimously approved in writing, will be
the acts of such Committee. The Board of Directors as a whole shall administer
the Plan with respect to Options granted under Section 6.
(b) Subject to the allocation of administrative responsibilities set forth
in Section 11(a), the Stock Option Committee and the Special Stock Option
Committee have the full authority and discretion to administer the Plan and to
take any action that is necessary or advisable in connection with the
administration of the Plan, including without limitation the authority and
discretion to interpret and construe any provision of the Plan or of any
agreement, notification or document evidencing the grant of an Option. The
interpretation and construction by the Stock Option Committee, the Special
Stock Option Committee or the Board of Directors, as applicable, of any such
provision and any determination by the respective Committee pursuant to any
provision of the Plan or of any such agreement, notification or document will
be final and conclusive. No member of the Board or of either Committee will be
liable for any such action or determination made in good faith.
(c) Notwithstanding the provisions of Section 11(b), if any authority,
discretion or responsibility granted to the Special Stock Option Committee
under the Plan would, if exercised or discharged by the Special Stock Option
Committee, cause the provisions of Section 5 or any Option granted under
Section 5 to fail to satisfy the requirements of Rule 16b-3, such authority,
discretion or responsibility may be exercised by the Board to the same extent
and with the same effect as if exercised by the Special Stock Option Committee;
provided, however, that such act of the Board will not cause the provisions of
Section 5 or any Option granted under Section 5 to fail to satisfy the
requirements of Rule 16b-3 or cause any member of the Special Stock Option
Committee to cease to be a Nonemployee Director for purposes of Rule 16b-3.
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12. Amendments, Etc.
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(a) The Stock Option Committee, or the Special Stock Option Committee, as
applicable, or the Board of Directors as to grants under Section 6, may,
without the consent of the Grantee, amend any agreement evidencing an Option
granted under the Plan, or otherwise take action, to accelerate the time or
times at which the Option may be exercised, to extend the expiration date of
such Option, to waive any other condition or restriction applicable to such
Grantee or to the exercise of such Option, to reduce the exercise price of such
Option, to amend the definition of a Change in Control to expand the events
that would constitute a Change in Control, even if such definition may be
different from that contained in the Plan, and may amend any such agreement in
any other respect with the consent of the Grantee.
(b) The Plan may be amended from time to time by the Stock Option Committee
or the Board but may not be amended without further approval by the
shareholders of the Company if such Plan amendment would result in any grant or
other transaction with respect to Options under Section 5 no longer satisfying
the requirements of Rule 16b-3. Notwithstanding the foregoing, the provisions
of Section 6 that designate Nonemployee Directors eligible to receive Options
and specify the amount, Option Price and timing of Option grants may be amended
only by the Board and may be amended no more than once every six months except
to comply with changes in the Code, the Employee Retirement Income Security Act
of 1974, as amended, or the rules and regulations thereunder. In the event any
law, or any rule or regulation issued or promulgated by the Internal Revenue
Service, the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc., any stock exchange upon which the Common Stock is
listed for trading, or any other governmental or quasi-governmental agency
having jurisdiction over the Company, the Common Stock or the Plan requires the
Plan to be amended, or in the event Rule 16b-3 is amended or supplemented
(e.g., by addition of alternative rules) or any of the rules under Section 16
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of the Act are amended or supplemented, in either event to permit the Company
to remove or lessen any restrictions on or with respect to Options, the Board
of Directors reserves the right to amend the Plan to the extent of any such
requirement, amendment or supplement, and all Options then outstanding will be
subject to such amendment.
(c) The Plan may be terminated at any time by action of the Board, but in
any event will terminate on the tenth anniversary of the effective date of the
Plan. The termination of the Plan will not adversely affect the terms of any
outstanding Option.
(d) The Plan will not confer upon any Grantee any right with respect to
continuance of employment or other service with the Company or any Subsidiary,
nor will it interfere in any way with any right the Company or any Subsidiary
would otherwise have to terminate a Grantee's employment or other service at
any time.
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(e) The Plan shall be governed by and construed in accordance with the
internal laws of the State of Georgia.
AMERICAN SOFTWARE, INC.
By:
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Secretary
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