<PAGE> 1
As filed with the Securities and Exchange Commission on December 17, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTELLICORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-2756073
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1975 El Camino Real West, Suite 101, Mountain View, California 94040-2216
(Address of Principal Executive Offices)
1991 Nonemployee Directors Stock Option Plan
1991 Stock Option Plan
Nonqualified Stock Option Agreements
------------------------------------
(Full Title of the Plan)
Kenneth H. Haas
1975 El Camino Real West
Mountain View, California 94040-2216
(650) 965-5500
--------------
(Name, Address and Telephone Number, including area code of Agent for Service)
Copy to: Richard A. Peers, Esq.
Heller, Ehrman, White & McAuliffe
525 University Avenue
Palo Alto, California 94301-1908
Telephone: (650) 324-7000
Facsimile: (650) 324-0638
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================
Amount Proposed Maximum Proposed Maximum Amount Of
Title Of Securities To Be Offering Price Per Aggregate Offering Registration
To Be Registered Registered Share (1) Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.001 3,102,000 $1.28 $3,970,560 $1,104.00
==================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of registration
fee pursuant to Rule 457(c) under the Securities Act, as amended, based
on the average of the high and low prices reported of the Registrant's
Common Stock on the Nasdaq Stock Market on December 15, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the Commission
by the registrant are incorporated by reference in this registration statement:
(a) The registrant's latest Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1998 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1998;
(c) The description of the Common Stock of the registrant
contained in the registration statement filed under the Exchange Act registering
such Common Stock under Section 12 of the Exchange Act;
(d) The registrants Current Report on Form 8-K filed on February
9, 1998; and
(e) All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant has the power to indemnify its officers and
directors against liability for certain acts pursuant to Section 145 of the
General Corporation Law of the State of Delaware. Section A of Article Ninth of
the registrant's Certificate of Incorporation provides:
1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, (but, in the
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case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) against all expense,
liability and loss (including attorneys' fees, judgments, fines, Employee
Retirement Income Security Act of 1974 excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
2. Non-Exclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
3. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe (filed as part of
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (see page 6)
</TABLE>
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<TABLE>
<S> <C>
99.1 1991 Stock Option Plan
99.2 1991 Nonemployee Directors Stock Option Plan
99.3 Form of Nonqualified Stock Option Agreement
</TABLE>
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 of 1933, as amended (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;
(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 15(d) of the Exchange Act that are incorporated by reference in
the 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
registrations statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from 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 liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE> 5
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
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.
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<PAGE> 6
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 City of Mountain View, State of California, on this 17th day
of December, 1998.
INTELLICORP, INC.
By: ____________________________________
Kenneth H. Haas, President
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Kenneth H. Haas and Kenneth A.
Czaja, or either of them, with full power of substitution, such person's true
and lawful attorneys-in-fact and agents for such person in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents 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 in order to effectuate the same as fully, to all intents and purposes,
as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Director and President (Principal December 17, 1998
_____________________________ Executive Officer)
Kenneth H. Haas
Chief Financial Officer and Secretary December 17, 1998
_____________________________ (Principal Financial and Accounting
Kenneth A. Czaja Officer)
_____________________________ Director December 17, 1998
Katharine C. Branscomb
_____________________________ Director December 17, 1998
Joseph A. Graziano
_____________________________ Director December 17, 1998
Norman J. Wechsler
_____________________________ Director December 17, 1998
Arthur W. Berry
</TABLE>
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<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Item No. Description of Item Numbered Page
- -------- ------------------- -------------
<S> <C> <C>
5.1 Opinion of Heller, Ehrman, White & McAuliffe........................
23.1 Consent of Heller, Ehrman, White & McAuliffe
(filed as part of Exhibit 5)........................................
23.2 Consent of Ernst & Young LLP, Independent Auditors..................
99.1 1991 Stock Option Plan..............................................
99.2 Nonemployee Directors Stock Option Plan.............................
99.3 Form of Nonqualified Stock Option Agreement.........................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
December 17, 1998
IntelliCorp, Inc.
1975 El Camino Real West
Mountain View, California 94040-2216
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to IntelliCorp, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") which the Company proposes to file with the Securities
and Exchange Commission on December 17, 1998 for the purpose of registering
under the Securities Act of 1933, as amended, an additional 3,102,000 shares
(the "Shares") of its $.001 par value Common Stock, 2,500,000 of which are
issuable to employees, directors and consultants under the Company's 1991 Stock
Option Plan (the "Option Plan"), 150,000 of which are issuable to directors
under the 1991 Nonemployee Directors Stock Option Plan (the "Directors Option
Plan," and together with the Option Plan, the "Plans") and 452,000 of which are
issuable pursuant to Nonqualified Stock Option Agreements (the "Option
Agreements") issued to employees, officers and directors of the Company.
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. We have based our opinion upon our review of the following records,
documents and instruments:
(a) The Restated Certificate of Incorporation of the Company, as
amended, certified by the Secretary of State of the State of
Delaware as of December 4, 1998 and certified to us by an
officer of the Company as being complete and in full force and
effect as of the date of this opinion;
<PAGE> 2
IntelliCorp, Inc.
December 17, 1998 Page 2
(b) The Bylaws of the Company, certified to us by an officer of the
Company as being complete and in full force and effect as of the
date of this opinion;
(c) A Certificate of the Chief Financial Officer of the Company (i)
attaching records certified to us as constituting all records of
proceedings and actions of the Board of Directors and stockholders
of the Company relating to the Plans and the Registration
Statement, and (ii) certifying as to certain factual matters;
(d) The Registration Statement;
(e) The Option Plan;
(f) The Directors Option Plan;
(g) The form of Option Agreement; and
(h) A letter from ChaseMellon Shareholder Services, the Company's
transfer agent, dated December 14, 1998 as to the number of
shares of the Company's Common Stock that were outstanding on
December 14, 1998.
This opinion is limited to the Delaware General Corporation Law. We
disclaim any opinion as to any statute, rule, regulation, ordinance, order or
other promulgation of any other jurisdiction or any regional or local
governmental body.
Based upon the foregoing and our examination of such questions of law as
we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and issued, (ii) the full
consideration stated in the Plans or the Option Agreements is paid for each
Share and that such consideration in respect of each Share includes a cash
payment at least equal to the par value thereof, and (iii) all applicable
securities laws are complied with, it is our opinion that when issued and sold
by the Company, after payment therefor in the manner provided in the applicable
Plan or Option Agreement and in the Registration Statement, the Shares will be
legally issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior written consent. We disclaim
any obligation to advise you of
<PAGE> 3
IntelliCorp, Inc.
December 17, 1998 Page 3
any change of law that occurs, or any facts of which we become aware, after the
date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HELLER, EHRMAN, WHITE & MCAULIFFE
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1991 Nonemployee Directors Stock Option Plan, 1991 Stock
Option Plan, and Nonqualified Stock Option Agreements of Intellicorp, Inc. of
our report dated July 31, 1998, with respect to the consolidated financial
statements of Intellicorp, Inc. in its Annual Report (Form 10-KSB) for the year
ended June 30, 1998, filed with the Securities and Exchange Commission.
Palo Alto, California
December 17, 1998
<PAGE> 1
EXHIBIT 99.1
1991 STOCK OPTION PLAN
OF
INTELLICORP, INC.
1. PURPOSES OF THE PLAN
The purposes of the 1991 Stock Option Plan (the "Plan") of
Intellicorp, Inc., a Delaware corporation (the "Company"), are to:
(a) Encourage selected employees, directors and consultants to
improve operations and increase profits of the Company;
(b) Encourage selected employees, directors and consultants to accept
or continue employment or association with the Company or any Affiliate (as
defined below); and
(c) Increase the interest of selected employees, directors and
consultants in the Company's welfare through participation in the growth in
value of the common stock of the Company (the "Common Stock").
Options granted under this Plan ("Options") may be "incentive stock
options" ("ISOs") intended to satisfy the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or "nonqualified
options" ("NQOs").
2. ELIGIBLE PERSONS
Every person who at the date of grant of an option is an employee of
the Company or of any Affiliate of the Company is eligible to receive NQOs or
ISOs under this Plan. Every person who at the date of grant is a director of or
consultant to the Company or to any Affiliate of the Company is eligible to
receive NQOs under this Plan. The term "Affiliate" as used in the Plan means a
parent or subsidiary corporation as defined in the applicable provisions
(currently Sections 425(e) and (f), respectively) of the Code. The term
"employee" includes an officer or director who is an employee, of the Company.
The term "consultant" includes persons employed by, or otherwise affiliated
with, a consultant.
3. STOCK SUBJECT TO THIS PLAN
Subject to the provisions of Section 6.1.1 of the Plan, the maximum
aggregate number of shares of stock which may be issued on exercise of options
granted
<PAGE> 2
pursuant to this Plan is 3,004,778 shares of Common Stock, as set forth on the
last page of this Plan. The shares covered by the portion of any grant under the
Plan which expires unexercised shall become available again for grants under the
Plan.
4. ADMINISTRATION
(a) This Plan shall be administered by the Board of Directors of the
Company (the "Board"), or by a committee (the "Committee") of at least two (2)
Board members to which administration of the Plan is delegated (in either case,
the "Administrator"), in accordance with the provisions of Rule 16b-3
promulgated by the Securities and Exchange Commission ("Rule 16b-3"), or by any
successor rule thereto.
(b) Subject to the other provisions of this Plan, the Administrator
shall have the authority, in its discretion: (i) to grant Options; (ii) to
determine the fair market value of the Common Stock subject to Options; (iii) to
determine the exercise price of Options granted; (iv) to determine the persons
to whom, and the time or times at which, Options shall be granted, and the
number of shares subject to each Option; (v) to interpret this Plan; (vi) to
prescribe, amend and rescind rules and regulations relating to this Plan; (vii)
to determine the terms and provisions of each Option granted (which need not be
identical), including, but not limited to, the time or times at which Options
shall be exercisable; (viii) with the consent of the optionee, to modify or
amend any Option; (ix) to defer (with the consent of the optionee) the exercise
date of any Option or to defer (with the consent of the optionee) or to
accelerate the expiration of any right of repurchase which the Company may have
with respect to shares issued or issuable upon exercise of any Option; (x) to
authorize any person to execute on behalf of the Company any instrument
evidencing the grant of an Option; and (xi) to make all other determinations
deemed necessary or advisable for the administration of this Plan. The
Administrator (A) may delegate to one or more officers of this corporation the
authority to grant Options in an amount not to exceed 10,000 shares of Common
Stock to persons other than "executive officers" as defined in the Securities
Exchange Act and the rules and regulations thereunder and to determine the fair
market value of Common Stock subject to such Options, to determine the exercise
price of such Options granted (which need not be identical), including, but not
limited to, the time or times at which such Options shall be exercisable, and to
determine the terms and provisions of each such Option granted and (B) may
delegate nondiscretionary administrative duties to such employees of the Company
as it deems proper.
(c) All questions of interpretation, implementation and application
of this Plan shall be determined by the Administrator. Such determination shall
be final and binding on all persons.
2
<PAGE> 3
5. GRANTING OF OPTIONS; OPTION AGREEMENT
(a) No Options shall be granted under this Plan after ten (10) years
from the date of adoption of this Plan by the Board.
(b) Each Option shall be evidenced by a written stock option
agreement, in form satisfactory to the Company, executed by the Company and the
person to whom such Option is granted; provided, however, that the failure by
the Company, the optionee or both to execute such an agreement shall not
invalidate the granting of an Option.
(c) The agreement shall specify whether each Option it evidences is a
NQO or an ISO. However, notwithstanding such designations, if the aggregate fair
market value of the shares under Options designated as ISOs would become
exercisable for the first time by any optionee at a rate in excess of $100,000
in any calendar year (under all plans of the Company), then unless otherwise
provided in the stock option agreement or by the Administrator, the
exercisability of ISOs (or portions thereof) having the highest per share
exercise price shall be delayed until the earliest time at which their
exercisability would not cause the $100,000 limitation to be exceeded. For
purposes of this Section 5(c), Options shall be taken into account in the order
in which they were granted, and the fair market value of the shares shall be
determined as of the time the Option with respect to such shares is granted.
(d) The Administrator may approve the grant of Options under this
Plan to persons who are expected to become employees, directors or consultants
of the Company, but are not employees, directors or consultant at the date of
approval. In such cases, the Option shall be deemed granted, without further
approval, on the date the grantee assumes the employment or consulting
relationship forming the basis for such grant, and, in addition, satisfies all
requirements of this Plan for Options granted on that date.
6. TERMS AND CONDITIONS OF OPTIONS
Each Option granted under this Plan shall be designated as an NQO or
an ISO. Each Option shall be subject to the terms and conditions set forth in
Section 6.1. NQOs shall also be subject to the terms and conditions set forth in
Section 6.2, but not those set forth in Section 6.3. ISOs shall also be subject
to the terms and conditions set forth in Section 6.3, but not those set forth in
Section 6.2.
3
<PAGE> 4
6.1 Terms and Conditions to Which All Options Are Subject. All
Options granted under this Plan shall be subject to the following terms and
conditions:
6.1.1. Changes in Capital Structure. Subject to Section 6.1.2, if
the Common Stock of the Company is changed by reason of a stock split, reverse
stock split, stock dividend or re capitalization, or converted into or exchanged
for other securities as a result of a merger, consolidation or reorganization,
appropriate adjustments shall be made in: (a) the number and class of shares of
Common Stock subject to this Plan and each Option outstanding under this Plan;
and (b) the exercise price of each outstanding Option; provided, however, that
the Company shall not be required to issue fractional shares as a result of any
such adjustments. Each such adjustment shall be subject to approval by the
Administrator in its sole discretion.
6.1.2. Corporate Transactions. In connection with an acquisition
of the Company affected by a merger, consolidation, sale of all or substantially
all of the Company's assets, acquisition of shares, or any like occurrence in
which the Company is involved, the repurchase rights of the Company with respect
to the shares issued or issuable upon exercise of outstanding Options shall
expire with respect to twice the number of shares otherwise indicated pursuant
to the terms of the Option (up to a maximum of 100%); provided that if Options
have been held less than one year the length of time between the date of grant
and the date determined by the Administrator in accordance with the next
sentence shall be doubled to determine the number of shares as to which
repurchase rights shall expire. The Administrator shall have the authority, in
its sole discretion to: (i) determine the time prior to consummation of such
acquisition when such increased expiration of repurchase rights shall become
effective; and (ii) grant more favorable terms regarding expiration of
repurchase rights in connection with the occurrence of any such acquisition.
6.1.3. Time of Option Exercise. Except as necessary to satisfy
the requirements of Section 422 of the Code and subject to Section 5, Options
granted under this Plan shall be exercisable: (a) immediately as of the
effective date of the stock option agreement granting the Option; or (b) at such
other times as are specified in the written stock option agreement relating to
such Option; provided, however, that if the optionee is a director or officer,
as those terms are used in Section 16 of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), such Option may not be exercisable, in
whole or in part, at any time prior to the six (6) month anniversary of the date
of Option grant. No Option shall be exercisable, however, until a written stock
option agreement in form satisfactory to the Company is executed by the Company
and the optionee.
6.1.4. Option Grant Date. Except in the case of advance approvals
described in Section 5(d), the date of grant of an Option under this Plan shall
be the date as of which the Administrator approves the grant.
4
<PAGE> 5
6.1.5. Nonassignability of Option Rights. No Option granted under
this Plan shall be assignable or otherwise transferable by the optionee except
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code. During the life of the
optionee, an Option shall be exercisable only by the optionee.
6.1.6. Payment. Except as provided below, payment in full, in
cash, shall be made for all stock purchased at the time written notice of
exercise of an Option is given to the Company, and proceeds of any payment shall
constitute general funds of the Company. At the time an Option is granted or
exercised, the Administrator, in the exercise of its absolute discretion, may
authorize any one or more of the following additional methods of payment: (a)
acceptance of the optionee's full recourse promissory note for all or part of
the Option price, less the par value per share, which must be paid in cash,
payable on such terms and bearing such interest rate as determined by the
Administrator (but in no event less than the minimum interest rate specified
under the Code at which no additional interest on debt instruments of such type
would be imputed), which promissory note may be either secured or unsecured in
such manner as the Administrator shall approve (including, without limitation,
by a security interest in the shares of the Company). In making its
determination to accept a promissory note from an employee of the Company, the
Board shall consider if acceptance of such consideration may be reasonably
expected to benefit the Company; (b) delivery by the optionee of Common Stock
already owned by the optionee for all or part of the Option price, provided the
value (determined as set forth in Section 6.1.11) of such Common Stock is equal
on the date of exercise to the Option price, or such portion thereof as the
optionee is authorized to pay by delivery of such stock; provided, however, that
if an optionee has exercised any portion of any option granted by the Company by
delivery of Common Stock, the optionee may not, within six (6) months following
such exercise, exercise any Option granted under this Plan by delivery of Common
Stock; and (c) any other consideration and method of payment to the extent
permitted under Sections 152 and 153 of the Delaware General Corporation Law.
5
<PAGE> 6
6.1.7. Termination of Employment. Unless determined otherwise by
the Administrator in its absolute discretion, to the extent not already expired
or exercised, an Option shall terminate at the earlier of: (a) the Expiration
Date (as defined in Section 6.1.11); or (b) three (3) months after termination
of employment with the Company or any Affiliate (with respect to employees) or
three (3) months after the last day served as a consultant to the Company or any
Affiliate (with respect to consultants); provided, that an Option shall be
exercisable after the date of termination of employment or service as a
consultant only to the extent exercisable on the date of termination; and
provided further, that if termination of employment or service as a consultant
is due to the optionee's death or "disability" (as determined in accordance with
Section 22(e)(3) of the Code), the optionee, or the optionee's personal
representative (or any other person who acquires the Option from the optionee by
will or the applicable laws of descent and distribution), may at any time within
twelve (12) months after the termination of employment or service as a
consultant (or such lesser period as is specified in the option agreement but in
no event after the Expiration Date of the Option), exercise the rights to the
extent they were exercisable on the date of the termination. A transfer of an
optionee from the Company to an Affiliate or vice versa, or from one Affiliate
to another, or a leave of absence due to sickness, military service or other
cause duly approved by the Company, shall not be deemed a termination of
employment or the consulting relationship for purposes of this Plan.
6.1.8. Repurchase of Stock. Unless otherwise provided for by the
Administrator in the option agreement, the Common Stock to be delivered pursuant
to the exercise of any Option granted to an employee or consultant under this
Plan may be subject to a right of repurchase in favor of the Company, with
respect to any employee or consultant whose employment or consulting
relationship with the Company is terminated, at the Option exercise price per
share, and such shares shall be held by the Company in escrow to facilitate the
Company's repurchase right. Unless otherwise provided for by the Administrator
in the option agreement, the Company's repurchase right shall expire as to 25%
of the total amount of the shares subject to the Option on the first anniversary
date of the Option grant and shall expire as to an additional 6.25% of such
shares on a quarterly basis thereafter. For purposes of the immediately
preceding provision, the percentages set forth therein are applicable to
full-time employees and the percentage applicable to part-time employees shall
be adjusted proportionately to the percentage of full-time employment that such
employee is working during the relevant period. Determination of the number of
shares subject to such right of repurchase shall be made as of the date the
employee's employment by or consultant's consulting relationship with, the
Company terminates, not as of the date that any Option granted to such employee
or consultant is thereafter exercised.
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<PAGE> 7
6.1.9. Withholding and Employment Taxes. At the time of exercise
of an Option (or at such later time(s) as the Company may prescribe), the
optionee shall remit to the Company in cash all applicable federal and state
withholding and employment taxes. If authorized by the Administrator in its sole
discretion, an optionee subject to Section 16(b) of the Exchange Act shall be
permitted to elect, by means of a form of election to be prescribed by the
Administrator, to have shares of Common Stock which are acquired upon exercise
of the Option withheld by the Company or to tender to the Company other shares
of Common Stock or other securities of the Company owned by the optionee on the
date of determination of the amount of tax to be withheld as a result of the
exercise of such Option (the "Tax Date") to pay the amount of tax that is
required by law to be withheld by the Company as a result of the exercise of
such Option, provided that such election satisfies the following requirements:
(a) such election shall be irrevocable; (b) such election shall be subject to
the disapproval of the Administrator at any time; (c) such election may not be
made within six (6) months of the grant date of the Option the exercise of which
resulted in the tax withholding obligation (the "Related Option"), except that
this limitation shall not apply in the event of death or disability of the
optionee occurring prior to the expiration of the six (6) month period; and (d)
such election must be made either: (x) at least six (6) months prior to the Tax
Date; or (y) prior to or coincident with the date of exercise of the Related
Option and within any ten (10) business day period beginning on the third
business day following the date of release by the Company for publication of
quarterly or annual summary statements of sales or earnings of the Company. Any
securities so withheld or tendered shall be valued by the Company as of the Tax
Date.
6.1.10. Other Provisions. Each Option granted under this Plan may
contain such other terms, provisions and conditions not inconsistent with this
Plan as may be determined by the Administrator, and each ISO granted under this
Plan shall include such provisions and conditions as are necessary to qualify
the Option as an "incentive stock option" within the meaning of Section 422 of
the Code.
6.1.11. Option Term. No ISO shall be exercisable more than ten
(10) years after the date of grant, or such lesser period of time as is set
forth in the option agreement, and each NQO granted hereunder shall expire ten
(10) years and two (2) days after the date of grant (the end of the exercise
period stated in the option agreement is referred to in this Plan as the
"Expiration Date"). Notwithstanding the foregoing, no ISO granted to a Ten
Percent Stockholder (as defined in Section 6.3.1) shall be exercisable more than
five (5) years after the date of grant.
6.1.12. Limitation on Option Grants. The Company may not grant
options under the Plan for more than 500,000 shares to any one participant in
any fiscal year.
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<PAGE> 8
6.2. Terms and Conditions to Which Only NQOs Are Subject. The
exercise price of a NQO shall be determined by the Administrator and may be less
than the fair market value of the Common Stock subject to the Option on the date
of grant.
6.3. Terms and Conditions to Which Only ISOs Are Subject. Options
granted under this Plan which are designated as ISOs shall be subject to the
following terms and conditions:
6.3.1. Exercise Price. The exercise price of an ISO shall be
determined in accordance with the applicable provisions of the Code and shall in
no event be less than the fair market value of the Common Stock subject to the
Option on the date of grant, except that the exercise price of an ISO granted to
any person who owns, directly or by attribution, shares possessing more than 10%
of the total combined voting power of all classes of stock of the Company or of
any Affiliate (a "Ten Percent Stockholder") shall in no event be less than 110%
of such fair market value.
6.3.2. Disqualifying Dispositions. If stock acquired upon
exercise of an ISO is disposed of in a "disqualifying disposition" within the
meaning of Section 422 of the Code, the holder of the stock immediately before
the disposition shall notify the Company in writing of the date and terms of the
disposition and comply with any other requirements imposed by the Company in
order to enable the Company to secure any related income tax deduction to which
it is entitled.
7. MANNER OF EXERCISE
(a) An optionee wishing to exercise an Option shall give written
notice to the Company at its principal executive office, to the attention of the
officer of the Company designated by the Administrator, accompanied by payment
of the exercise price as provided in Section 6.1.6 and, if required, by payment
of any federal or state withholding or employment taxes required to be withheld
by virtue of exercise of the Option. The date the Company receives written
notice of an exercise hereunder accompanied by payment of the exercise price and
any required federal or state withholding or employment taxes will be considered
as the date such Option was exercised. There is no limit on the number of times
Options may be exercised in any calendar year, unless the President of the
Company or the Board prescribes such a limit.
(b) Promptly after the date an Option is exercised, the Company
shall, without stock issue or transfer taxes to the optionee or other person
entitled to exercise the Option, deliver to the optionee or such other person a
certificate or certificates for the requisite number of shares of Common Stock.
An optionee or transferee of an optionee shall not have any privileges as a
stockholder with respect to any Common Stock covered by the Option until the
date of issuance of a stock certificate.
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<PAGE> 9
8. EMPLOYMENT OR CONSULTING RELATIONSHIP
Nothing in this Plan or any Option granted thereunder shall interfere
with or limit in any way the right of the Company or of any of its Affiliates to
terminate any optionee's employment or consulting at any time, nor confer upon
any optionee any right to continue in the employ of, or consult with, the
Company or any of its Affiliates.
9. FINANCIAL INFORMATION
The Company shall provide to each optionee during the period such
optionee holds an outstanding Option a copy of the financial statements of the
Company as prepared either by the Company or independent certified public
accountants of the Company. Such financial statements shall be delivered as soon
as practicable following the end of the Company's fiscal year during the period
Options are outstanding.
10. LEGAL REQUIREMENTS
The Company shall not be obligated to offer or sell any shares upon
exercise of any Option unless the shares are at that time effectively registered
or exempt from registration under the federal securities laws and the offer and
sale of the shares are otherwise in compliance with all applicable securities
laws and the regulations of any stock exchange on which the Company's securities
may then be listed. The Company shall have no obligation to register the shares
of Common Stock covered by this Plan under the federal securities laws or take
any other steps as may be necessary to enable the shares of Common Stock covered
by this Plan to be offered and sold under federal or other securities laws. Upon
exercising all or any portion of an Option, an optionee may be required to
furnish representations or undertaking deemed appropriate by the Company to
enable the offer and sale of the shares or subsequent transfers of any interest
in the shares to comply with applicable securities laws. Certificates evidencing
shares acquired upon exercise of Options shall bear any legend required by, or
useful for purposes of compliance with, applicable securities laws, this Plan or
the option agreements.
11. AMENDMENTS TO PLAN
The Board may amend this Plan at any time. Without the consent of an
optionee, no amendment may adversely affect outstanding Options except to
conform this Plan and ISOs granted under this Plan to federal or other tax laws
relating to incentive stock options. No amendment shall require stockholder
approval unless:
(a) stockholder approval is required to preserve incentive stock
option treatment for federal income tax purposes;
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<PAGE> 10
(b) stockholder approval is required to meet the exemptions provided
by Rule 16b-3, or any successor rule thereto; or
(c) the Board otherwise concludes that stockholder approval is
advisable.
12. STOCKHOLDER APPROVAL; TERM
This Plan shall become effective upon adoption by the Board of
Directors; provided, however, that no Option shall be exercisable unless and
until written consent of holders of a majority of the outstanding shares of
capital stock of the Company, or approval by holders of a majority of shares of
capital stock of the Company present, or represented, and entitled to vote at a
validly called stockholders' meeting (or such greater number as may be required
by law or applicable governmental regulations or orders) is obtained within
twelve (12) months after adoption by the Board. This Plan shall terminate ten
(10) years after adoption by the Board unless terminated earlier by the Board.
The Board may terminate this Plan at any time without stockholder approval. No
Options shall be granted after termination of this Plan, but termination shall
not affect rights and obligations under then outstanding Options.
Plan adopted by the Board of Directors on December 19, 1991.
Plan approved by Stockholders on February 3, 1992.
Amendment to the Plan increasing the number of shares covered to 1,304,778
adopted by the Board of Directors on May 3, 1993 and approved by the
Stockholders on November 30, 1993.
Further amendments (not requiring Stockholder approval) approved by the Board of
Directors on January 31, 1994 and February 16, 1994.
Amendment to the Plan increasing the number of shares covered to 2,004,778
adopted by the Board of Directors on September 13, 1994 and approved by the
stockholders on November 29, 1994.
Amendment to the Plan increasing the number of shares covered to 3,004,778
adopted by the Board of Directors on October 15, 1996 and approved by the
stockholders on December 6, 1996.
Amendment to the Plan increasing the number of shares covered to 4,504,778
adopted by the Board of Directors and subsequently approved by the stockholders
on December 8, 1998.
Total number of shares covered by the Plan: 4,504,778.
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<PAGE> 1
EXHIBIT 99.2
1991 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
OF
INTELLICORP, INC.
1. PURPOSES OF THE PLAN
The purposes of the 1991 Nonemployee Directors Stock Option Plan of
Intellicorp, Inc., a Delaware corporation, are to:
(a) Encourage Nonemployee Directors to improve operations and
increase profits of the Company;
(b) Encourage Nonemployee Directors to accept or continue their
association with the Company; and
(c) Increase the interest of Nonemployee Directors in the
Company's welfare through participation in the growth in value of the
Common Stock of the Company.
Options granted hereunder shall be "Nonstatutory Options", and shall not
include "incentive stock options" intended to satisfy the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended.
2. DEFINITIONS
As used herein, the following definitions shall apply:
(a) "Administrator" shall mean the entity, either the Board or
the Committee, responsible for administering this Plan, as provided in
Section 3.
(b) "Board" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee" shall mean the committee, if any, appointed by
the Board in accordance with Section 5(a) to administer this Plan.
(e) "Common Stock" shall mean the Common Stock of the Company.
(f) "Company" shall mean Intellicorp, Inc., a Delaware
corporation.
<PAGE> 2
(g) "Director Fee" shall mean the cash amount a Nonemployee
Director shall be entitled to receive for serving as a director of the
Company in any fiscal year.
(h) "Fair Market Value" shall mean, as of the date in question,
the last transaction price quoted by the NASDAQ National Market System
on the date of grant; provided, however, that if the foregoing shall be
inappropriate, then the Fair Market Value shall be determined by the
Administrator in good faith at its sole discretion and on such basis as
it shall deem appropriate. Such determination shall be conclusive and
binding on all persons.
(i) "Nonemployee Director" shall mean any person who is a member
of the Board but is not an employee of the Company or any Parent or
Subsidiary of the Company and has not been an employee of the Company or
any Parent or Subsidiary of the Company at any time during the preceding
twelve (12) months. Service as a director does not in itself constitute
employment for purposes of this definition.
(j) "Option" shall mean a stock option granted pursuant to this
Plan. Each Option shall be a nonstatutory option not intended to qualify
as an incentive stock option within the meaning of Section 422 of the
Code.
(k) "Option Agreement" shall mean the written agreement
described in Section 6 evidencing the grant of an Option to a
Nonemployee Director and containing the terms, conditions and
restrictions pertaining to such Option.
(l) "Option Shares" shall mean the Shares subject to an Option
granted under this Plan.
(m) "Optionee" shall mean a Nonemployee Director who holds an
Option.
(n) "Plan" shall mean this Intellicorp, Inc. Nonemployee
Directors Stock Option Plan, as it may be amended from time to time.
(o) "Related Option" shall have the meaning set forth in Section
8.7.
(p) "Rule 16b-3" shall have the meaning set forth in Section
5(a).
(q) "Section" unless the context clearly indicates otherwise,
shall refer to a Section of this Plan.
(r) "Share" shall mean a share of Common Stock, as adjusted in
accordance with Section 8.1.
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<PAGE> 3
(s) "Subsidiary" shall mean a "subsidiary corporation" of the
Company, whether now or hereafter existing, within the meaning of
Section 425(f) of the Code, but only for so long as it is a "subsidiary
corporation".
3. ELIGIBLE PERSONS
Every person who at the date of grant of an Option is a Nonemployee
Director is eligible to receive Options under this Plan.
4. STOCK SUBJECT TO THIS PLAN
Subject to Section 8.1 of the Plan, the maximum aggregate number of
Shares which may be issued on exercise of Options granted pursuant to this Plan
is 250,000 Shares. The Shares covered by the portion of any grant under the Plan
which expires unexercised shall become available again for grants under the
Plan.
5. ADMINISTRATION
(a) This Plan shall be administered by the Board, or by a
committee (the "Committee") of at least two (2) Board members to which
administration of the Plan is delegated (in either case, the
"Administrator"), in accordance with the "disinterested administration"
requirements of Rule 16b-3 promulgated by the Securities and Exchange
Commission ("Rule 16b-3"), or any successor rule thereto.
(b) Subject to the other provisions of the plan, the
Administrator shall have the authority, in its sole discretion: (i) to
determine the Fair Market Value of the Shares subject to Option; (ii) to
interpret this Plan; (iii) to prescribe, amend and rescind rules and
regulations relating to this Plan; (iv) to defer (with the consent of
the Optionee) or accelerate the exercise date of any Option; (v) to
authorize any person to execute on behalf of the Company any instrument
evidencing the grant of an Option; and (vi) to make all other
determinations deemed necessary or advisable for the administration of
this Plan. The Administrator may delegate nondiscretionary
administrative duties to such employees of the Company as it deems
proper.
(c) All questions of interpretation, implementation and
application of this Plan shall be determined by the Administrator. Such
determination shall be final and binding on all persons.
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<PAGE> 4
6. GRANT OF OPTIONS
(a) Subject to the terms and conditions of this Plan, if any
person who is not an officer or employee of the Company is elected or
appointed as a member of the Board after the Company's annual meeting of
stockholders held in February 1992, then on the effective date of such
appointment or election of such person, the Company shall grant to such
Nonemployee Director an Option to purchase 15,000 Shares at an exercise
price equal to the Fair Market Value of such Shares on the date of such
option grant.
(b) Subject to the terms and conditions of this Plan, on the
date of the first meeting of the Board immediately following each annual
meeting of stockholders of the Company (even if held on the same day as
the meeting of stockholders) which is held after the date this Plan is
approved by the stockholders of the Company and thereafter, the Company
shall grant to each Nonemployee Director then in office an Option to
purchase 5,000 Shares at an exercise price equal to the Fair Market
Value of such Shares on the date of such option grant; provided that if
the first such meeting of the Board occurs within six months after the
date a director is first elected or appointed as a member of the Board,
such director shall not receive an Option pursuant to this subsection
(b).
(c) No Options shall be granted under this Plan after ten (10)
years from the date of adoption of this Plan by the Board. Each Option
shall be evidenced by a written Option Agreement, in form satisfactory
to the Company, executed by the Company and the Nonemployee Director to
whom such Option is granted; provided, however, that the failure by the
Company, the Nonemployee Director or both to execute such an agreement
shall not invalidate the granting of an Option.
7. DIRECTOR FEE ELECTION
Upon election by the Board, all or any part of the Director Fees can be
waived in any given year, and the Director Fees waived may be applied by the
Board to reduce the exercise price of Options granted to the Nonemployee
Directors pursuant to Sections 6(a) and 6(b). The amount of Director Fees waived
may vary from year to year, and upon election by the Board, an amount less than
the amount of Director Fees waived may be applied to reduce the exercise price
of Options with the balance forgiven. By way of example, if the Board elects
pursuant to this Section to waive an aggregate of $15,000 of Director Fees which
would otherwise be payable to three Nonemployee Directors ($5,000 of fees for
each), an amount of up to $15,000 (up to $5,000 each) may be applied by the
Board to reduce the exercise price of Options granted pursuant to Section 6(b),
so that if each of the three Nonemployee Directors in this example are granted
Options for 5,000 shares exercisable at $1.50 each, the $5,000 could be applied
to reduce the exercise price
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<PAGE> 5
of these options to $.50 per share ($5,000) 5,000 shares = $1.00 per share
reduction in exercise price).
8. TERMS AND CONDITIONS OF OPTIONS
Each Option granted under this Plan shall be subject to the terms and
conditions set forth in this Section 8.
8.1 Changes in Capital Structure. Subject to Section 8.2, if the
Common Stock is changed by reason of a stock split, reverse stock split,
stock dividend or re-capitalization, or converted into or exchanged for
other securities as a result of a merger, consolidation or
reorganization, appropriate adjustments shall be made in: (a) the number
and class of shares of Common Stock subject to this Plan and each Option
outstanding under this Plan; and (b) the exercise price of each
outstanding Option; provided, however, that the Company shall not be
required to issue fractional shares as a result of any such adjustments.
Each such adjustment shall be subject to approval by the Administrator
in its sole discretion.
8.2 Corporate Transactions. In connection with an acquisition of
the Company affected by a merger, consolidation, sale of all or
substantially all of the Company's assets, acquisition of shares, or any
like occurrence in which the Company is involved, all outstanding
Options shall become exercisable with respect to twice the number of
Options otherwise exercisable pursuant to the terms of the Option (up to
a maximum of 100%). The Administrator shall have the authority, in its
sole discretion to: (i) determine the time prior to consummation of such
acquisition when such increased exercisability of Options shall become
effective; and (ii) grant more favorable terms regarding exercisability
of Options in connection with the occurrence of any such acquisition.
8.3 Time of Option Exercise. Subject to the other provisions of
this Plan, each Option granted pursuant to this Plan shall be for a term
of ten (10) years and two (2) days. Each Option granted under Section 6
of this Plan shall be exercisable in full six months after the date of
grant. The Company shall have a right of repurchase with respect to
shares purchased upon exercise of Options granted pursuant to Section 6
which shall expire with respect to 25% of the number of Shares covered
by such Option six months after the date such Option is granted and
shall expire with respect to 12-1/2% of the number of shares covered by
such Option at the end of each three-month period thereafter.
8.4 Limitation on Other Grants. The Administrator shall have no
discretion to grant Options under this Plan other than as set forth in
Sections 6(a) and 6(b).
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<PAGE> 6
8.5 Nonassignability of Option Rights. No Option granted under
this Plan shall be assignable or otherwise transferable by the Optionee,
except by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Code. During the
life of an Optionee, an Option shall be exercisable only by the
Optionee.
8.6 Payment. Except as provided below, payment in full, in cash,
shall be made for all Option Shares purchased at the time written notice
of exercise of an Option is given to the Company, and proceeds of any
payment shall constitute general funds of the Company. At the time an
Option is granted or exercised, the Administrator, in the exercise of
its absolute discretion, may authorize any one or more of the following
additional methods of payment: (a) acceptance of the Optionee's full
recourse promissory note for all or part of the Option price, less the
par value per share, which must be paid in cash, payable on such terms
and bearing such interest rate as determined by the Administrator (but
in no event less than the minimum interest rate specified under the Code
at which no additional interest on debt instruments of such type would
be imputed), which promissory note may be either secured or unsecured in
such manner as the Administrator shall approve (including, without
limitation, by a security interest in the Shares); (b) delivery by the
Optionee of Common Stock already owned by the Optionee for all or part
of the Option price, provided the Fair Market Value of such Common Stock
is equal on the date of exercise to the Option price, or such portion
thereof as the Optionee is authorized to pay by delivery of such stock;
provided, however, that if an Optionee has exercised any portion of any
option granted by the Company by delivery of Common Stock, the Optionee
may not, within six (6) months following such exercise, exercise any
Option granted under this Plan by delivery of Common Stock; and (c) any
other consideration and method of payment to the extent permitted under
Sections 152 and 153 of the Delaware General Corporation Law.
8.7 Termination as Director. Unless determined otherwise by the
Administrator in its absolute discretion, to the extent not already
expired or exercised, an Option shall terminate at the earlier of: (a)
the expiration of the term of the Option; or (b) three (3) months after
the last day served by the Optionee as a director of the Company;
provided, that an Option shall be exercisable after the date of
termination of service as a director only to the extent exercisable on
the date of termination; and provided further, that if termination of
service as a director is due to the Optionee's death or "disability" (as
determined in accordance with Section 22(e)(3) of the Code), the
Optionee, or the Optionee's personal representative (or any other person
who acquires the Option from the Optionee by will or the applicable laws
of descent and distribution), may at any time within twelve (12) months
after the termination of service as a director (or such lesser period as
is specified in the
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<PAGE> 7
Option Agreement but in no event after the expiration of the term of the
Option), exercise the rights to the extent they were exercisable on the
date of the termination.
8.8 Withholding and Employment Taxes. At the time of exercise of
an Option (or at such later time(s) as the Company may prescribe), the
Optionee shall remit to the Company in cash all applicable federal and
state withholding and employment taxes. If authorized by the
Administrator in its sole discretion, an Optionee shall be permitted to
elect, by means of a form of election to be prescribed by the
Administrator, to have shares of Common Stock which are acquired upon
exercise of the Option withheld by the Company or to tender to the
Company other shares of Common Stock or other securities of the Company
owned by the Optionee on the date of determination of the amount of tax
to be withheld as a result of the exercise of such Option (the "Tax
Date") to pay the amount of tax that is required by law to be withheld
by the Company as a result of the exercise of such Option; provided,
that such election satisfies the following requirements: (a) such
election shall be irrevocable; (b) such election shall be subject to the
disapproval of the Administrator at any time; (c) such election may not
be made within six (6) months of the grant date of the Option the
exercise of which resulted in the tax withholding obligation (the
"Related Option"), except that this limitation shall not apply in the
event of death or disability of the Optionee occurring prior to the
expiration of the six (6) month period; and (d) such election must be
made either: (x) at least six (6) months prior to the Tax Date; or (y)
prior to or coincident with the date of exercise of the Related Option
and within any ten (10) business day period beginning on the third
business day following the date of release by the Company for
publication of quarterly or annual summary statements of sales or
earnings of the Company. Any securities so withheld or tendered shall be
valued by the Company as of the Tax Date.
8.9 Option Term. Each Option granted hereunder shall expire ten
(10) years and two (2) days after the date of grant.
9. MANNER OF EXERCISE
(a) An Optionee wishing to exercise an Option shall give written
notice to the Company at its principal executive office, to the
attention of the officer of the Company designated by the Administrator,
accompanied by payment of the exercise price as provided in Section 8.6
and, if required, by payment of any federal or state withholding or
employment taxes required to be withheld by virtue of exercise of the
Option. The date the Company receives written notice of an exercise
hereunder accompanied by payment of the exercise price and any required
federal or state withholding or employment taxes will be considered as
the date
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<PAGE> 8
such Option was exercised. Unless otherwise provided by the
Administrator, options may be exercised only twice in any calendar year.
(b) Promptly after the date an Option is exercised, the Company
shall, without stock issue or transfer taxes to the optionee or other
person entitled to exercise the Option, deliver to the Optionee or such
other person a certificate or certificates for the requisite number of
shares of Common Stock. An Optionee or transferee of an Optionee shall
not have any privileges as a stockholder with respect to any Common
Stock covered by the Option until the date of issuance of a stock
certificate.
10. NO RIGHT TO DIRECTORSHIP
Neither this Plan nor any Option granted hereunder shall confer upon any
Optionee any right with respect to continuation of the Optionee's membership on
the Board or shall interfere in any way with provisions in the Company's
Certificate of Incorporation and By-Laws relating to the election, appointment,
terms of office, and removal of members of the Board.
11. FINANCIAL INFORMATION
The Company shall provide to each Optionee during the period such
optionee holds an outstanding Option a copy of the financial statements of the
Company as prepared either by the Company or independent certified public
accountants of the Company. Such financial statements shall be delivered as soon
as practicable following the end of the Company's fiscal year during the period
Options are outstanding.
12. LEGAL REQUIREMENTS
The Company shall not be obligated to offer or sell any Shares upon
exercise of any Option unless the Shares are at that time effectively registered
or exempt from registration under the federal securities laws and the offer and
sale of the Shares are otherwise in compliance with all applicable securities
laws and the regulations of any stock exchange on which the Company's securities
may then be listed. The Company shall have no obligation to register the Shares
covered by this Plan under the federal securities laws or take any other steps
as may be necessary to enable the Shares covered by this Plan to be offered and
sold under federal or other securities laws. Upon exercising all or any portion
of an Option, an Optionee may be required to furnish representations or
undertaking deemed appropriate by the Company to enable the offer and sale of
the Shares or subsequent transfers of any interest in the Shares to comply with
applicable securities laws. Certificates evidencing Shares acquired upon
exercise of Options shall bear any legend required by, or useful for purposes of
compliance with, applicable securities laws, this Plan or the Option Agreements.
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<PAGE> 9
13. AMENDMENTS TO PLAN
The Board may amend this Plan at any time. Without the consent of an
optionee, no amendment may adversely affect outstanding Options except to
conform this Plan and ISOs granted under this Plan to federal or other tax laws
relating to incentive stock options. No amendment shall require stockholder
approval unless:
(a) stockholder approval is required to meet the exemptions
provided by Rule 16b-3, or any successor rule thereto; or
(b) the Board otherwise concludes that stockholder approval is
advisable.
14. STOCKHOLDER APPROVAL; TERM
This Plan shall become effective upon adoption by the Board of
Directors; provided, however, that no Option shall be exercisable unless and
until written consent of holders of a majority of the outstanding shares of
capital stock of the Company, or approval by holders of a majority of shares of
capital stock of the Company present, or represented, and entitled to vote at a
validly called stockholders' meeting (or such greater number as may be required
by law or applicable governmental regulations or orders) is obtained within
twelve (12) months after adoption by the Board. This Plan shall terminate ten
(10) years after adoption by the Board unless terminated earlier by the Board.
The Board may terminate this Plan at any time without stockholder approval. No
Options shall be granted after termination of this Plan, but termination shall
not affect rights and obligations under then outstanding Options.
Adopted by the Board of Directors: December 19, 1991.
Approved by the Stockholders: February 3, 1992.
Amendment to increase shares approved by Board of Directors: December ___, 1997.
Amendment to increase shares approved by Stockholders: December 8, 1997.
Total number of shares covered by the Plan: 150,000.
9
<PAGE> 1
EXHIBIT 99.3
NONQUALIFIED STOCK OPTION AGREEMENT
IntelliCorp, Inc. (The "Company") hereby grants to (the "Optionee") a
nonqualified option to purchase shares of the Company's common stock at the
price of per share. This option is granted under, and is subject to all of the
terms and conditions contained in, the Company's 1991 Stock Option Plan (the
"Plan"), a copy of which is attached to this Agreement and incorporated into
this Agreement by reference. Subject to the terms and conditions of the Plan,
this option is exercisable in whole or in part at any time prior to its
expiration by (i) execution and delivery to the Company of a notice of option
exercise in the form attached hereto and (ii) tender of the option exercise
price for the options that are being exercised.
In connection with this option grant, the Optionee is required to execute and
return to the Company a copy of a Stock Purchase and Restriction Agreement in
the form attached to this Agreement. Pursuant to the terms of the Stock Purchase
and Restriction Agreement, the Company has certain rights to repurchase, at the
exercise price set forth above, the stock purchased by the Optionee pursuant to
the exercise of this option. Such repurchase rights shall lapse in cumulative
increments as set forth in the Stock Purchase and Restriction Agreement. This
option expires at the close of business on the tenth year and two day
anniversary of the date of the grant. The option shall not be treated as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code.
The Optionee understands that the tax consequences associated with this option
and with shares purchasable upon exercise of this option can be complex and can
depend, in part, upon the Optionee's particular circumstances and that as a
result the Optionee should consult his or her own tax adviser. The Optionee
understands that, for example, the exercise of this option can under certain
circumstances result in the imposition of tax even before the Optionee sells the
option shares.
Date of Grant:
INTELLICORP, INC.
By:
-------------------------------------
Kenneth A. Czaja
Title: Chief Financial Officer
<PAGE> 2
The Optionee hereby accepts and agrees to be bound by all of the terms and
conditions of this Nonqualified Stock Option Agreement, including the terms and
conditions contained in the Plan and the form of Stock Purchase and Restriction
Agreement, and to sign and return one copy of the Stock Purchase and Restriction
Agreement. The Optionee acknowledges that this Nonqualified Stock Option
Agreement shall bind and inure to the benefit of the Optionee's heirs and legal
representatives.
-----------------------------------------
(Print or type name)
Date: , 199
--------------- -- -----------------------------------------
(Signature)
The undersigned spouse of the Optionee hereby consents and agrees to be bound by
the terms of this Nonqualified Stock Option Agreement, including the terms and
conditions contained in the Plan and the form of Stock Purchase and Restriction
Agreement to the extent of the undersigned's interest (whether by community
property or otherwise) in this Nonqualified Stock Option Agreement and the
shares of common stock to be received upon exercise of this option.
-----------------------------------------
(Print or type name)
Date: , 199
--------------- -- -----------------------------------------
(Signature)
Exhibits: (1) 1991 Stock Option Plan
(2) Notice of Option Exercise
(3) Stock Purchase and Restriction Agreement
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