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EXHIBIT 4.1
INFORMIX CORPORATION
1994 STOCK OPTION AND AWARD PLAN
INFORMIX CORPORATION, hereby adopts The Informix Corporation 1994 Stock Option
Plan, effective as of March 23, 1994 (amended as of May 22, 1997 and June 21,
2000), as follows:
SECTION 1
BACKGROUND AND PURPOSE
1.1 Background and Effective Date. The Plan permits the grant of Nonqualified
Stock Options, Incentive Stock Options, and Performance Shares. The Plan is
subject to the approval by an affirmative vote, at the next meeting of
stockholders of the Company, or any adjournment thereof, of the holders of a
majority of Shares, present in person or by proxy and entitled to vote at such
meeting. Awards may be granted prior to the receipt of such vote, but such
grants shall be null and void if such vote is not in fact received.
1.2 Purpose of the Plan. The Plan is intended to increase incentive and to
encourage stock ownership on the part of key employees of the Company and its
Affiliates. The Plan also is designed to align the interests of Participants
with those of the Company's shareholders, and to provide Participants with an
incentive for outstanding performance. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of outstanding individuals, upon whose judgment, interest, and special
effort the success of the Company largely is dependent.
SECTION 2
DEFINITIONS
The following words and phrases shall have the following meanings unless a
different meaning is plainly required by the context:
2.1 "1934 Act" means the Securities Exchange Act of 1934, as amended. Reference
to a specific section of the Exchange Act or regulation thereunder shall include
such section or regulation, any valid regulation promulgated under such section,
and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
2.2 "Affiliate" means any corporation or any other entity (including, but not
limited to, partnerships and joint ventures) controlling, controlled by, or
under common control with the Company.
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2.3 "Award" means, individually or collectively, a grant under the Plan of
Nonqualified Stock Options, Incentive Stock Options or Performance Shares.
2.4 "Award Agreement" means the written agreement setting forth the terms and
provisions applicable to each Award granted under the Plan.
2.5 "Board" or "Board of Directors" means the Board of Directors of the Company.
2.6 "Code" means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code or regulation thereunder shall include such section
or regulation, any valid regulation promulgated under such section, and any
comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
2.7 "Committee" means the committee appointed by the Board (pursuant to Section
3.1) to administer the Plan.
2.8 "Company" means Informix Corporation, a Delaware corporation, or any
successor thereto.
2.9 "Director" means any individual who is a member of the Board of Directors of
the Company.
2.10 "Disability" means a permanent and total disability within the meaning of
Code Section 22(e)(3).
2.11 "Employee" means any employee of the Company or of an Affiliate, whether
such employee is so employed at the time the Plan is adopted or becomes so
employed subsequent to the adoption of the Plan.
2.12 "Fair Market Value" means the last quoted selling prices for Shares on the
relevant date, or if there were no sales on such date, the arithmetic mean of
the last quoted selling prices on the nearest day before and the nearest day
after the relevant date, as determined by the Committee.
2.13 "Incentive Stock Option" means an option to purchase Shares, which is
designated as an Incentive Stock Option and is intended to meet the requirements
of Section 422 of the Code.
2.14 "Nonqualified Stock Option" means an option to purchase Shares which is not
intended to be an Incentive Stock Option.
2.15 "Option" means an Incentive Stock Option or a Nonqualified Stock Option.
2.16 "Option Price" means the price at which a Share may be purchased by a
Participant pursuant to an Option.
2.17 "Participant" means an Employee who has an outstanding Award.
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2.18 "Performance Shares" means an Award granted to a Participant pursuant to
Section 6.
2.19 "Period of Restriction" means the period during which the transfer of
Shares of Performance Shares are subject to restrictions and therefore, the
Shares are subject to a substantial risk of forfeiture. As provided in Section
6, such restrictions may be based on the passage of time, the achievement of
performance goals, or upon the occurrence of other events as determined by the
Committee, in its discretion.
2.20 "Plan" means the Informix Corporation 1994 Stock Option and Award Plan, as
set forth in this instrument and as hereafter amended from time to time.
2.21 "Retirement" means a Termination of Employment at or after the time
specified in any Company-sponsored pension plan applicable to the Participant,
or in any government-mandated retirement program applicable to the Participant,
as determined by the Committee.
2.22 "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, and any
future regulation amending, supplementing or superseding such regulation.
2.23 "Section 16 Person" means an individual who is subject to Section 16 of the
1934 Act with respect to the Shares.
2.24 "Shares" means the shares of common stock, $0.01 par value, of the Company.
2.25 "Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain then owns stock possessing fifty percent or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
2.26 "Termination of Employment" means a cessation of the employee-employer
relationship between an employee and the Company or an Affiliate for any reason,
including, but not by way of limitation, a termination by resignation,
discharge, death, Disability, Retirement, or the disaffiliation of an Affiliate,
but excluding any such termination where there is a simultaneous reemployment by
the Company or an Affiliate.
SECTION 3
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the Committee. The
Committee shall consist of not less than two (2) Directors. The members of the
Committee shall be appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors. The Committee shall be comprised solely of
Directors who both are (a) "disinterested persons" under Rule 16b-3, and (b)
"outside directors" under Section 162(m) of the Code.
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3.2 Authority of the Committee. It shall be the duty of the Committee to
administer the Plan in accordance with its provisions. The Committee shall have
all powers and discretion necessary or appropriate to administer the Plan and to
control its operation, including, but not limited to, the power (a) to determine
which Employees shall be granted Awards, (b) to prescribe the terms and
conditions of the Awards, (c) to interpret the Plan and the Awards, (d) to adopt
such procedures and subplans as are necessary or appropriate to permit
participation in the Plan by Employees who are foreign nationals and/or employed
outside of the United States, (e) to adopt rules for the administration,
interpretation and application of the Plan as are consistent therewith, and (f)
to interpret, amend or revoke any such rules.
The Committee, in its sole discretion and on such terms and conditions as it may
provide, may delegate all or any part of its authority and powers under the Plan
to one or more directors and/or officers of the Company; provided, however, that
the Committee may not delegate its authority and powers (a) with respect to
Section 16 Persons, or (b) in any way which would jeopardize the Plan's
qualification under Rule 16b-3 or Section 162(m) of the Code.
3.3 Decisions Binding. All determinations and decisions made by the Committee
pursuant to the provisions of the Plan shall be final, conclusive, and binding
on all persons, and shall be given the maximum deference permitted by law.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3, the
total number of Shares available for grant under the Plan may not exceed
24,000,000. This includes 8,000,000 Shares added to the Plan by amendment
effective May 22, 1997 and 8,000,000 Shares added by amendment effective June
21, 2000 (the "Additional Shares"). Such Shares may be either authorized but
unissued Shares or Treasury Shares. Options which cover any portion of the
Additional Shares may not be repriced without approval by the Company's
stockholders. Repricing includes the reduction of the exercise price of an
outstanding Option or the grant of a new Option in exchange for or in
substitution of an outstanding Option (amended as of May 22, 1997).
While an Award is outstanding, it shall be counted against the authorized pool
of Shares, regardless of its vested status. The grant of an Award shall reduce
the Shares available for grant under the Plan by the number of Shares subject to
such Award.
4.2 Lapsed Awards. If an Award is canceled, terminates, expires, or lapses for
any reason, any Shares subject to such Award again shall be available to be the
subject of an Award. However, in the event that prior to the Award's
cancellation, termination, expiration, or lapse, the holder of the Award at any
time received one or more "benefits of ownership" under Rule 16b-3, the Shares
subject to such Award shall not be subject to another Award. If an Award of
Performance Shares is paid partially or wholly in cash, the Shares subject to
such Award shall, to the extent that the Award was paid in cash, again be
available for grant as an Award. The number
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of Shares again made available under the Plan shall be determined by dividing
the amount of the cash payment by the Fair Market Value of a Share on the date
of the payment.
4.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number and class of and/or price of Shares subject to outstanding Options, and
Performance Shares granted under the Plan, as the Committee, in its sole
discretion, shall determine to be appropriate to prevent the dilution or
diminishment of Awards. Notwithstanding the preceding sentence, the number of
Shares subject to any Award always shall be a whole number.
SECTION 5
STOCK OPTIONS
5.1 Grant of Options. Subject to the terms and provisions of the Plan, Options
may be granted to Employees at any time and from time to time as determined by
the Committee in its sole discretion. The Committee, in its sole discretion,
shall determine the number of Shares subject to each Option, provided that
during any fiscal year of the Company, no Participant shall receive Options
covering more than 500,000 Shares. Notwithstanding any contrary provision of the
preceding sentence, an individual may, in the Committee's discretion, receive
Options covering up to 1,000,000 Shares during any fiscal year of the Company in
which the individual (a) first becomes an Employee, and/or (b) is promoted from
a position as a non-executive officer Employee to a position as an executive
officer Employee. The Committee may grant Incentive Stock Options, Nonqualified
Stock Options, or a combination thereof.
5.2 Award Agreement. Each Option shall be evidenced by an Award Agreement that
shall specify the Option Price, the expiration date of the Option, the number of
Shares to which the Option pertains, any conditions to exercise of the Option,
and such other terms and conditions as the Committee, in its discretion, shall
determine. The Award Agreement also shall specify whether the Option is intended
to be an Incentive Stock Option or a Nonqualified Stock Option.
5.3 Option Price. Subject to the provisions of this Section 5.3, the Option
Price for each Option shall be determined by the Committee in its sole
discretion.
5.3.1 Nonqualified Stock Options. In the case of a Nonqualified Stock Option,
the Option Price shall be not less than one hundred percent (100%) of the Fair
Market Value of a Share on the date that the Option is granted.
5.3.2 Incentive Stock Options. In the case of an Incentive Stock Option, the
Option Price shall be not less than one hundred percent (100%) of the Fair
Market Value of a Share on the date that the Option is granted; provided,
however, that if at the time that the Option is granted, the Employee (together
with persons whose stock ownership is attributed to the Employee pursuant to
Section 424(d) of the Code) owns stock possessing more than 10% of the total
combined
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voting power of all classes of stock of the Company or any of its Subsidiaries,
the Option Price shall be not less than one hundred and ten percent (110%) of
the Fair Market Value of a Share on the date that the Option is granted.
5.3.3 Substitute Options. Notwithstanding the provisions of Sections 5.3.1 and
5.3.2, in the event that the Company or an Affiliate consummates a transaction
described in Section 424(a) of the Code (e.g., the acquisition of property or
stock from an unrelated corporation), persons who become Employees on account of
such transaction may be granted Options in substitution for options granted by
their former employer. If such substitute Options are granted, the Committee, in
its sole discretion and only to the extent consistent with Section 424(a) of the
Code, may determine that such substitute Options shall have an exercise price
less than 100% of the Fair Market Value of the Shares on the date the Option is
granted.
5.4 Expiration of Options. Each Option shall terminate upon the first to occur
of the events listed in Section 5.4.1, subject to Section 5.4.2.
5.4.1 Expiration Dates.
(a) The date for termination of the Option determined by the Committee in its
sole discretion and set forth in the written stock option agreement, which date
may be earlier than the dates set forth in clauses (b) through (f), below;
(b) The expiration of ten years from the date the Option was granted, subject to
the provisions of clause (f), below; or
(c) The expiration of one year from the date of the Optionee's Termination of
Employment for a reason other than the Optionee's death, Disability or
Retirement, subject to the provisions of clause (f) below; or
(d) The expiration of one year from the date of the Optionee's Termination of
Employment by reason of Disability; subject to the provisions of clause (f)
below; or
(e) The expiration of one year from the date of the Optionee's Retirement;
provided that no Incentive Stock Option may be exercised after the expiration of
three months from the date of the Optionee's Retirement, subject in each case to
the provisions of clause (f) below; or
(f) The expiration of one year from the date of the Optionee's death, if such
death occurs while the Optionee is in the employ of the Company or an Affiliate
or within the one-year periods referred to in (c), (d) or (e) above, whichever
is applicable.
5.4.2 Committee Discretion. Subject to the provisions of this Section 5.4, the
Committee shall provide, in the terms of each individual Option, when such
Option expires and becomes unexercisable. After the Option is granted, the
Committee, in its sole discretion and subject to Section 5.8.4 and this Section
5.4, may extend the maximum term of such Option.
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5.5 Exercise of Options. Options granted under the Plan shall be exercisable at
such times and be subject to such restrictions and conditions (including,
without limitation, conditions based upon the passage of time and/or the
achievement of specific performance goals) as the Committee shall determine in
its sole discretion. However, subject to the following sentence, an Option
generally shall not be exercisable until at least one (1) year following the
date of its grant. After an Option is granted and notwithstanding the preceding
sentence, the Committee, in its sole discretion, may accelerate the
exercisability of any Option, provided that no Option granted to a Section 16
Person shall be exercisable until at least six (6) months after the date of its
grant. Notwithstanding anything herein to the contrary, in the event of a
Participant's death or Disability, the vesting date for all Options which are
unexercisable on the date of the Participant's death or Disability but which
would otherwise become exercisable within one year of such date will
automatically accelerate to the date of the Participant's death or Disability.
5.6 Payment. Options shall be exercised by the Participant's delivery of a
written notice of exercise to the Secretary of the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to the Company in
full in cash or its equivalent. The Committee, in its sole discretion, also may
permit exercise (a) by tendering previously acquired Shares having an aggregate
Fair Market Value at the time of exercise equal to the total Option Price
(provided that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the
Option Price), or (b) by any other means which the Committee, in its sole
discretion, determines to both provide legal consideration for the Shares, and
to be consistent with the purposes of the Plan.
As soon as practicable after receipt of a written notification of exercise and
full payment for the Shares purchased, the Company shall deliver to the
Participant Share certificates (in the Participant's name) representing such
Shares.
5.7 Restrictions on Share Transferability. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option, as it
may deem advisable, including, but not limited to, restrictions related to
applicable Federal securities laws, the requirements of any national securities
exchange or system upon which Shares are then listed and/or traded, and/or under
any blue sky or state securities laws.
5.8 Certain Additional Provisions for Incentive Stock Options.
5.8.1 Exercisability. The aggregate Fair Market Value (determined at the time
the Option is granted) of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by any Employee during any calendar
year (under all plans of the Company and its Subsidiaries) shall not exceed
$100,000.
5.8.2 Termination of Employment. No Incentive Stock Option may be exercised more
than three months after the Participant's termination of employment for any
reason other than Disability or death, unless (a) the Participant dies during
such three-month period, and (b) the Award
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Agreement and/or the Committee permits later exercise. No Incentive Stock Option
may be exercised more than one year after the Participant's termination of
employment on account of Disability, unless (a) the Participant dies during such
one-year period, and (b) the Award Agreement and/or the Committee permit later
exercise.
5.8.3 Company and Subsidiaries Only. Incentive Stock Options may be granted only
to persons who are employees of the Company and/or a Subsidiary at the time of
grant.
5.8.4 Expiration. No Incentive Stock Option may be exercised after the
expiration of 10 years from the date such Option was granted; provided, however,
that if the Option is granted to an Employee who, together with persons whose
stock ownership is attributed to the Employee pursuant to Section 424(d) of the
Code, owns stock possessing more than 10% of the total combined voting power of
all classes of the stock of the Company or any of its Subsidiaries, the Option
may not be exercised after the expiration of 5 years from the date on which it
was granted.
5.9 Nontransferability of Options. No Option granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will, the laws of descent and distribution, or as provided under Section
10. All Options granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant.
SECTION 6
PERFORMANCE SHARES
6.1 Grant of Performance Shares. Performance Shares may be granted to eligible
Employees at any time and from time to time, as shall be determined by the
Committee, in its sole discretion. The Committee, in its sole discretion, shall
determine the number of Performance Shares granted to each Participant, provided
that during any fiscal year of the Company, no Participant shall receive more
than 200,000 Performance Shares. Additionally, the number of Additional Shares
which may be used for the award of Performance Shares shall not exceed 800,000
(amended as of May 22, 1997).
6.2 Determination of Value of Performance Shares. Each Performance Share shall
have an initial value equal to the Fair Market Value of a Share on the date of
grant.
6.2.1 General Performance Goals. The Committee shall set performance goals in
its discretion which, depending on the extent to which they are met, will
determine the number and/or value of Performance Shares that will be paid out to
the Participants. The time period during which the performance goals must be met
shall be called the "Performance Period". Performance Periods of Awards granted
to Section 16 Persons shall, in all cases, exceed six (6) months in length.
6.2.2 Section 162(m) Performance Goals. For purposes of qualifying Performance
Shares as "performance based compensation" under Section 162(m) of the Code, the
Committee, in its discretion, may determine that the performance goals
applicable to any Performance Shares shall be based on the achievement of goals
relating to (a) Company revenue, (b) return on stockholders' equity, and/or (c)
earnings per Share (collectively, the "Performance Measures"). The target goal
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or goals for each Performance Measure shall be set by the Committee prior to the
later of (a) the beginning of the applicable Performance Period, or (b) the
latest date permissible to enable the Performance Shares to qualify as
"performance based compensation" under Section 162(m) of the Code. In granting
Performance Shares which are intended to qualify under Code Section 162(m), the
Committee shall follow any procedures determined by it from time to time to be
necessary or appropriate to ensure qualification of the Performance Shares under
Code Section 162(m) (e.g., in determining the goals applicable to each
Performance Measure).
6.3 Earning of Performance Shares. After the applicable Performance Period has
ended, the holder of Performance Shares shall be entitled to receive a payout of
the number of Performance Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding
performance goals have been achieved. After the grant of a Performance Share,
the Committee, in its sole discretion, may adjust and/or waive the achievement
of any performance goals for such Performance Share; provided, however, that (a)
Performance Periods of Awards granted to Section 16 Persons shall not be less
than six (6) months, and (b) the Committee shall not make any such adjustments
or waivers with respect to the Awards described in Section 6.2.2, if such action
would cause such Awards not to qualify as "performance based compensation" under
Section 162(m) of the Code.
6.4 Form and Timing of Payment of Performance Shares. Payment of earned
Performance Shares shall be made as soon as practicable after the expiration of
the applicable Performance Period. The Committee, in its sole discretion, may
pay earned Performance Shares in the form of cash, in Shares (which have an
aggregate Fair Market Value equal to the value of the earned Performance Shares
at the close of the applicable Performance Period) or in a combination thereof.
6.5 Cancellation of Performance Shares. Subject to the applicable Award
Agreement, upon the earlier of (a) the Participant's Termination of Employment,
or (b) the date set forth in the Award Agreement, all remaining Performance
Shares shall be forfeited by the Participant to the Company, and subject to
Section 4.2, the Shares subject thereto shall again be available for grant under
the Plan.
6.6 Nontransferability. Performance Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will,
the laws of descent and distribution, or as permitted under Section 7. A
Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.
SECTION 7
BENEFICIARY DESIGNATION
If permitted by the Committee, a Participant under the Plan may name a
beneficiary or beneficiaries to any unvested unpaid Award shall be paid in the
event of the Participant's death. Each such designation shall revoke all prior
designations by the same Participant and shall be effective only if given in a
form and manner acceptable to the Committee. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the
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Participant's estate and, subject to the terms of the Plan, any unexercised
vested Award may be exercised by the administrator or executor of the
Participant's estate.
SECTION 8
MISCELLANEOUS
8.1 Deferrals. The Committee, in its sole discretion, may permit a Participant
to defer receipt of the payment of cash or the delivery of Shares that would
otherwise be due to such Participant under an Award. Any such deferral elections
shall be subject to such rules and procedures as shall be determined by the
Committee in its sole discretion.
8.2 No Effect on Employment. Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate any Participant's employment or
service at any time, with or without cause. For purposes of the Plan, transfer
of employment of a Participant between the Company and any one of its Affiliates
(or between Affiliates) shall not be deemed a termination of employment.
8.3 Participation. No Employee shall have the right to be selected to receive an
Award under this Plan, or, having been so selected, to be selected to receive a
future Award.
8.4 Indemnification. Each person who is or shall have been a member of the
Committee, or of the Board, shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, notion, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or any Award Agreement and against and from any
and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of any judgment in any such
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.
8.5 Successors. All obligations of the Company under the Plan, with respect to
Awards granted hereunder, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.
SECTION 9
AMENDMENT, SUSPENSION, OR TERMINATION
9.1 Amendment, Suspension, or Termination. The Board, in its sole discretion,
may alter, amend or terminate the Plan, or any part thereof, at any time and for
any reason. However, only
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if and to the extent required to maintain the Plan's qualification under Rule
16b-3 or Section 162(m) of the Code, any such amendment shall be subject to
stockholder approval. Neither the amendment, suspension, nor termination of the
Plan shall, without the consent of the Participant, alter or impair any rights
or obligations under any Award theretofore granted. No Award may be granted
during any period of suspension nor after termination of the Plan.
9.2 Duration of the Plan. The Plan shall commence on the date specified herein,
and subject to Section 9.1 (regarding the Board's right to amend or terminate
the Plan), shall remain in effect thereafter. However, without further
stockholder approval, no Incentive Stock Option may be granted under the Plan
after March 22, 2004.
SECTION 10
TAX WITHHOLDING
10.1 Withholding Requirements. Prior to the delivery of any Shares or cash
pursuant to an Award, the Company shall have the power and the right to deduct
or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes (including the
Participant's FICA obligation) required to be withheld with respect to such
Award.
10.2 Shares Withholding. The Committee, in its sole discretion and pursuant to
such procedures as it may specify from time to time, may permit a Participant to
satisfy such tax withholding obligation, in whole or in part, by electing to
have the Company withhold Shares having a value equal to the amount required to
be withheld or by delivering to the Company already-owned shares to satisfy the
withholding requirement. The amount of the withholding requirement shall be
deemed to include any amount which the Committee agrees may be withheld at the
time the election is made, not to exceed the amount determined by using the
maximum federal, state or local marginal income tax rates applicable to the
Participant with respect to the Award on the date that the amount of tax to be
withheld is to be determined. The value of the Shares to be withheld or
delivered will be based on their Fair Market Value on the date that the taxes
are required to be withheld.
SECTION 11
LEGAL CONSTRUCTION
11.1 Gender and Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
11.2 Severability. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.
11.3 Requirements of Law. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.
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11.4 Securities Law Compliance. With respect to Section 16 Persons, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3. To the extent any provision of the Plan, Award Agreement or action by the
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.
11.5 Governing Law. The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of California.
11.6 Captions. Captions are provided herein for convenience only, and shall not
serve as a basis for interpretation or construction of the Plan.
EXECUTION
IN WITNESS WHEREOF, Informix Corporation, by its duly authorized officer, has
executed the Plan on the date indicated below.
INFORMIX CORPORATION
By: /s/ Phillip E. White
Name: Phillip E. White
Title: Chairman of the Board,
President and Chief
Executive Officer
Dated: July 21, 1997
Approved by the stockholders:
April 14, 1995
May 22, 1997 (amendment)
June 21, 2000 (amendment)
