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EXHIBIT 10(i)
CAM COMMERCE SOLUTIONS, INC.
2000 NONSTATUTORY STOCK OPTION PLAN
1. Purpose. This Plan has been established as a broad based stock option
plan to attract and retain eligible persons whose present and potential
contributions are important to the success of the Corporation by enabling them
to acquire a proprietary interest, or otherwise increase their proprietary
interest in, the Corporation. Capitalized terms not defined in the text of the
Plan are defined in Section 20 hereof.
2. Structure. The Plan shall be divided into two separate equity programs:
(a) the Discretionary Option Grant Program under which eligible persons
may, at the discretion of the Committee, be granted Options to purchase Shares;
and
(b) the Automatic Option Grant Program under which eligible non-employee
Board members shall automatically receive Options at periodic intervals to
purchase Shares.
All Options granted will be nonstatutory stock options, which are options
not intended to satisfy the requirements of incentive stock options under
Section 422 of the Code, or comply with the requirements for employee stock
purchase plans under Section 423 of the Code. No other form of Option may be
made under this Plan
The provisions of Sections 1 through 5 and Sections 8 through 20 shall
apply to all equity programs under the Plan and shall govern the interests of
all persons under the Plan.
3. Administration.
3.1 Committee Authority. This Plan will be administered by the Committee
or by the Board acting as the Committee. Subject to the general purposes, terms
and conditions of this Plan, and to the direction of the Board, the Committee
will have full power to implement and carry out this Plan. Without limitation,
the Committee will have the authority to:
(a) establish such rules as it may deem appropriate for proper
administration of the Plan, to make all factual determinations, to construe
and interpret the provisions of the Plan and the Options thereunder and to
resolve any and all ambiguities thereunder;
(b) determine, with respect to Options granted under the
Discretionary Option Grant Program, which eligible persons are to receive
such Options, the time or times when such Options are to be granted, the
number of Shares to be covered by each
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such Option, the vesting schedule (if any) applicable to the Option, the
status of a granted Option and the maximum term for which the Option is to
remain outstanding;
(c) amend, modify or cancel any outstanding Option with the consent
of the holder or accelerate the vesting of such Option;
(d) take such other discretionary actions as permitted pursuant to
the terms of the applicable program;
(e) correct any defects, supply any omission or reconcile any
inconsistency in this Plan any Option or any Option Agreement; and
(f) make all other determinations necessary or advisable for the
administration of this Plan.
All actions, determinations, and interpretations of the Board or Committee with
respect to this Plan or any Options granted hereunder shall be final and binding
upon the Corporation and all interested parties.
3.2 Committee Membership. Members of the Committee shall serve for such
period of time as the Board may determine and may be removed by the Board at any
time. The Board may also at any time terminate the functions of the Committee
and reassume all powers and authority previously delegated to the Committee.
3.3 Liability of Committee Members. Service on the Committee shall
constitute service as a Board member, and members of the Committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on the Committee. No member of the Committee shall be
liable for any act or omission made in good faith with respect to this Plan or
any Options granted under this Plan.
4. Eligibility.
4.1 Discretionary Grant Program. The persons eligible to participate in
the Discretionary Option Grant Program are as follows:
(a) employees of the Corporation (or any Parent or Subsidiary),
(b) non-employee members of the Board or the board of directors of
any Parent or Subsidiary, and
(c) consultants, advisors and other parties who provide bona fide
services to the Corporation (or any Parent or Subsidiary).
4.2 Automatic Option Grant Program. Only non-employee Board members
shall be eligible to participate in the Automatic Option Grant Program.
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5. Shares Subject to the Plan.
5.1 Number of Shares Available. Subject to Sections 5.2, and 16, (a) the
total number of Shares reserved and available for grant and issuance pursuant to
this Plan will be Five Hundred Thousand (500,000) Shares, and (b) Shares that
are subject to issuance upon exercise of an Option but cease to be subject to
such Option for any reason other than exercise of such Option will again be
available for grant and issuance in connection with future grants of Options.
Should the Exercise Price of an Option be paid with Shares or should Shares
otherwise issuable under the Plan be withheld by the Corporation in satisfaction
of the withholding taxes incurred in connection with the exercise of an Option
under the Plan, then the number of Shares available for issuance under the Plan
shall be reduced by the gross number of Shares for which the Option is
exercised, and not by the net number of Shares issued to the Optionee. At all
times the Corporation shall reserve and keep available a sufficient number of
Shares as shall be required to satisfy the requirements of all outstanding
Options granted under this Plan.
5.2 Adjustment of Shares. If any change is made to the number of Shares
by reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Shares as a
class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and/or class of securities
issuable under this Plan, (ii) the number and/or class of securities for which
grants are subsequently to be made under the Automatic Option Grant Program to
new and continuing non-employee Board members, and (iii) the number and/or class
of securities and the Exercise Price per Share in effect under each outstanding
Option. Such adjustments to the outstanding Options are to be effected in a
manner which shall preclude the enlargement or dilution of rights and benefits
under such Options. The adjustments determined by the Committee shall be final,
binding and conclusive.
6. Discretionary Grant Program. The Committee will have the discretion to
determine the number of Shares subject to the Options, the Exercise Price of the
Options, the period during which the Options may be exercised, and all other
terms and conditions of the Options granted under the Discretionary Grant
Program, subject to the following:
6.1 Form of Option Grant. Each Option granted under the Discretionary
Option Grant Program will be evidenced by a written Option Agreement, which will
be in such form and contain such provisions (which need not be the same for each
Participant) as the Committee may from time to time approve, and which will
comply with and be subject to the terms and conditions of this Plan.
6.2 Date of Grant. The date of grant of an Option will be the date on
which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee.
6.3 Vesting. Options will vest and become exercisable within the times
or upon the events determined by the Committee as set forth in the Option
Agreement governing such Option. The Committee may provide for the exercise of
Options to become exercisable at
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one time or from time to time, periodically or otherwise, in such number of
Shares or percentage of Shares as the Committee determines.
6.4 Exercise Price. The Exercise Price of an Option will be determined
by the Committee when the Option is granted and may be not less than 100% of the
Fair Market Value of the Shares on the date of grant. Payment for the Shares
purchased may be made in accordance with Section 8 of this Plan.
6.5 Term. Each Option granted under the Discretionary Option Grant
Program shall be for such term as determined by the Committee and set forth in
the Stock Option Agreement governing such Option; provided, however, that no
Option granted under the Discretionary Grant Program will be exercisable after
the expiration of ten (10) years from the date the Option is granted.
6.6 Method of Exercise. Options may be exercised only by delivery to the
Corporation of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding the Participant's
investment intent and access to information and other matters, if any, as may be
required or desirable by the Corporation to comply with applicable securities
laws, together with payment in full of the Exercise Price for the number of
Shares being purchased.
6.7 Limitations on Exercise. The Committee may specify a reasonable
minimum number of Shares that must be purchased on any exercise of an Option,
provided that such minimum number will not prevent the Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.
6.8 Modification, Extension or Renewal. The Committee may modify, extend
or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. The Committee may reduce the Exercise Price of
outstanding Options without the consent of the Participants affected by a
written notice to them; provided, however that the Exercise Price may not be
reduced below the minimum Exercise Price that would be permitted under Section
6.4 of this Plan for Options granted on the date the action is taken to reduce
the Exercise Price.
7. Automatic Option Grant Program.
7.1 Date of Grant. Each individual who is elected or appointed as a non-
employee Board member shall automatically be granted on the date of election or
appointment, an Option to purchase Seven Thousand Five Hundred (7,500) Shares;
provided, however, that if an individual is appointed as a non-employee Board
member prior to the Corporation's annual stockholders meeting (the "Annual
Stockholders Meeting"), the number of Shares covered by the Option shall be
reduced prorata based on the number of days that has elapsed since the last
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Annual Stockholders Meeting, with any partial Shares being rounded downward to
the nearest whole Share. On the date of each Annual Stockholders Meeting
beginning with the 2000 Annual Stockholders Meeting, each individual who
continues to serve as a non-employee Board member immediately following such
meeting shall automatically be granted an Option to purchase Seven Thousand Five
Hundred (7,500) Shares.
7.2 Form of Option Grant. Each Option granted under the Automatic Grant
Option Program will be evidenced by a written Option Agreement which shall
contain such provisions as the Committee may adopt, and which will comply with
and be subject to the terms and conditions of this Plan. Each of the Option
Agreements under the Automatic Grant Program shall be substantially identical in
form and substance.
7.3 Vesting. Each Option shall vest and become exercisable for all of
the Shares subject thereto upon the date of grant.
7.4 Exercise Price. The exercise price per share shall be equal to one
hundred percent (100%) of the Fair Market Value per Share of Common Stock on the
date of grant. Payment may be made in accordance with Section 8.
7.5 Term. Each Option granted under the Automatic Grant Program shall
have a term of ten (10) years measured from the grant date.
7.6 Other Provisions. The provisions of Sections 6.6 through 6.8 shall
be applicable to Options granted under the Automatic Option Grant Program.
8. Payment for Share Purchases.
8.1 Payment. Payment for Shares purchased pursuant to this Plan may be
made in cash (by check) or, where expressly approved for the Participant by the
Committee and where permitted by law:
(a) provided that a public market for the Corporation's stock
exists:
(1) through a "same day sale" commitment from the Participant
and a broker-dealer that is a member of the National Association of
Securities Dealers (a "NASD Dealer") whereby the Participant irrevocably
elects to exercise the Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the Exercise
Price directly to the Corporation; or
(2) through a "margin" commitment from the Participant and a
NASD Dealer whereby the Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
Exercise Price, and
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whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Corporation; or
(b) by any combination of the foregoing, or by such other method as
is approved by the Committee and otherwise permitted by law.
9. Transferability and Termination of Options. During the lifetime of a
Participant, the Options may be exercised only by the Participant and shall not
be assignable or transferable other than by will or by the laws of descent and
distribution, except that an Option may be assigned in whole or in part during a
Participant's lifetime to one or more members of the Participant's immediate
family or to a trust or other entity in which the Participant and/or one or more
of such family members have more than fifty percent (50%) of the beneficial
interests. The terms applicable to the assigned portion of the Option shall be
the same as those in effect for the Option immediately prior to the assignment,
and shall be set forth in such documents issued to the assignee as the Committee
may deem appropriate.
Except as otherwise determined by the Committee and set forth in the Option
Agreement, exercise of an Option is subject to the following:
(a) If the Participant is Terminated for any reason except death
or Disability, then the Participant may exercise such Participant's Options
no later than three (3) months after the Termination Date , but only to the
extent that such Options would have been exercisable upon the Termination
Date, and in any event, no later than the expiration date of the Options.
(b) If the Participant is Terminated because of the
Participant's death or Disability (or the Participant dies within three (3)
months after a Termination other than due to Participant's death or
Disability), then the Participant's Options may be exercised only to the
extent that such Options would have been exercisable by the Participant on
the Termination Date and must be exercised by the Participant (or the
Participant's legal representative or authorized assignee) no later than
twelve (12) months after the Termination Date, but in any event no later
than the expiration date of the Options.
(c) Notwithstanding (a) and (b) above, if the Participant is
Terminated for Misconduct (as defined herein) any Option not exercised in
full prior to such termination will be deemed automatically canceled and
may not be exercised on or after the Termination Date.
10. Withholding Taxes.
10.1 Withholding Generally. Whenever Shares are to be issued in
satisfaction of Options granted under this Plan, the Corporation may require the
Participant to remit to the Corporation an amount sufficient to satisfy federal,
state, and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares.
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11. Rights as a Stockholder. No Participant will have any of the rights of
a stockholder with respect to any Shares until the Shares are issued to the
Participant. No adjustment shall be made for dividends or distributions or other
rights for which the record date is prior to the date such certificate or
certificates are issued.
12. Certificates. All certificates for Shares delivered under this Plan
will be subject to such stock transfer orders, legends and other restrictions as
the Committee may deem necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any rules, regulations
and other requirements of the SEC or any stock exchange or automated quotation
system upon which the Shares may be listed or quoted.
13. Exchange of Options. The Committee may, at any time or from time to
time with the consent of the respective Participants issue new Options in
exchange for the surrender and cancellation of existing Options. The Committee
may at any time buy from a Participant an Option previously granted with payment
in cash, Shares or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.
14. Securities Law and Other Regulatory Compliance. An Option will not be
effective unless such Option is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Option and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Corporation will have no
obligation to issue or deliver certificates for Shares under this Plan prior to:
(a) obtaining any approvals from governmental agencies that the Corporation
determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal law or ruling
of any governmental body that the Corporation determines to be necessary or
advisable.
15. No Obligation to Employ. Nothing in this Plan or any Option granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Corporation or any Parent or Subsidiary of the Corporation or limit in any way
the right of the Corporation or any Parent or Subsidiary of the Corporation to
terminate any Participant's employment or other relationship at any time, with
or without cause.
16. Corporate Transactions.
16.1 Assumption or Replacement of Awards by Successor. Each Option
outstanding at the time of a Change in Control but not otherwise fully-vested
shall automatically accelerate so that each such Option shall, immediately prior
to the effective date of the Change in Control, become exercisable for all of
the Shares at the time subject to that Option. However, an outstanding Option
shall not so accelerate if and to the extent: (i) such Option is, in connection
with the Change in Control, assumed or otherwise continued in full force and
effect by the successor corporation (or parent thereof) pursuant to the terms of
the Change in Control, (ii) such Option is replaced with a cash incentive
program of the successor corporation which preserves
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the spread existing at the time of the Change in Control on the Shares for which
the Option is not otherwise at that time exercisable and provides for subsequent
payout in accordance with the same vesting schedule applicable to those Shares
or (iii) the acceleration of such Option is subject to other limitations imposed
by the Committee at the time it was granted. Immediately following the
consummation of the Change in Control, all outstanding Options shall terminate
and cease to be outstanding, except to the extent assumed by the successor
corporation (or parent thereof) or otherwise expressly continued in full force
and effect pursuant to the terms of the Change in Control. Each Option which is
assumed in connection with a Change in Control shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to the Participant in consummation of
such Change in Control had the Option been exercised immediately prior to such
Change in Control. Appropriate adjustments to reflect such Change in Control
shall also be made to (i) the Exercise Price payable per Share under each
outstanding Option, provided the aggregate Exercise Price payable for such
securities shall remain the same, and (ii) the maximum number and/or class of
securities available for issuance over the remaining term of the Plan. The
Committee may at any time provide that one or more Options will automatically
accelerate in connection with a Change in Control, whether or not those Options
are assumed or otherwise continued in full force and effect pursuant to the
terms of the Change in Control. Any such Option shall accordingly become
exercisable, immediately prior to the effective date of such Change in Control,
for all of the Shares at the time subject to that Option.
16.2 Other Treatment of Options. Subject to any greater rights granted
to the Participants under the foregoing provisions of this Section 16, in the
event of the occurrence of any transaction described in Section 16.1, any
outstanding Options will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."
16.3 Assumption of Awards by the Corporation. The Corporation, from
time to time, also may substitute or assume outstanding options or similar
awards granted by another company, whether in connection with an acquisition of
such other company or otherwise, by either; (a) granting an Option under this
Plan in substitution of such other company's award; or (b) assuming such award
as if it had been granted under this Plan if the terms of such assumed award
could be applied to an Option granted under this Plan. Such substitution or
assumption will be permissible if the holder of the substituted or assumed award
would have been eligible to be granted an Option under this Plan if the other
company had applied the rules of this Plan to such grant. In the event the
Corporation assumes an award granted by another company, the terms and
conditions of such award will remain unchanged (except that the exercise price
per share and the number and nature of shares issuable upon exercise of any such
award will be adjusted appropriately). In the event the Corporation elects to
grant a new Option rather than assuming an existing award, such new Option may
be granted with a similarly adjusted Exercise Price.
17. Term of Plan. The Plan shall be unlimited in duration and, in the event
of Plan termination, shall remain in effect as long as any Options under it are
outstanding.
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18. Amendment or Termination of Plan. The Board may at any time terminate
or amend the Plan without the approval of the stockholders of the Corporation,
unless such approval is required by law (including Section 16(b) of the Exchange
Act), The Nasdaq Market Marketplace Rules, or otherwise. Notwithstanding the
foregoing, no amendment or termination may, in the absence of written consent by
the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Option granted under the Plan prior to the date such
amendment or termination is adopted by the Board; provided that adjustments
pursuant to Section 5.2 and 16 shall not require the consent of any Participant.
19. No Impairment of Authority. Neither the adoption of this Plan by the
Board, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases. Outstanding Options shall in no way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
20. Definitions.
"Automatic Option Grant Program" means the automatic option grant
program in effect under the Plan.
"Board" means the Board of Directors of the Corporation.
"Change in Control" means a change in ownership or control of the
Corporation effected through any of the following transactions:
(a) a merger, consolidation or reorganization approved by the
Corporation's stockholders, unless securities representing more than fifty
percent (50%) of the total combined voting power of the voting securities
of the successor corporation are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the Corporation's outstanding voting
securities immediately prior to such transaction,
(b) any stockholder-approved complete liquidation of the Corporation,
or transfer or other disposition of all or substantially all of the
Corporation's assets,
(c) the acquisition, directly or indirectly by any person or related
group of persons (other than the Corporation or a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of
the Exchange Act) of securities possessing more than fifty percent (50%) of
the total combined voting power of the Corporation's outstanding
securities; or
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(d) a majority of the directors of the Corporation shall be persons
other than persons:
(i) for whose election proxies shall have been solicited by the
Board; or
(ii) who are then serving as directors appointed by the Board to
fill vacancies on the Board caused by death or resignation (but not by
removal) or to fill newly-created directorships.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means a committee of the Board comprised of two or more
"non-employee directors" within the meaning of Rule 16b-3 of the Exchange Act
appointed to administer this Plan, or if no such committee is appointed, the
Board. During all times that the Corporation is subject to Section 16 of the
Exchange Act, the Corporation will take appropriate steps to comply with the
administration requirements of Section 16(b) of the Exchange Act.
"Common Stock" means the common stock of the Corporation.
"Corporation" means CAM Commerce Solutions, Inc., a Delaware
corporation, or any successor corporation.
"Disability" means a disability, whether temporary or permanent,
partial or total, within the meaning of Section 22(e)(3) of the Code, as
determined by the Committee.
"Discretionary Option Grant Program" means the discretionary option
grant program in effect under the Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.
"Fair Market Value" means, as of any date, the value of a share of
the Corporation's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the date of
determination (if such day is a trading day), and, if such date of
determination is not a trading day, then on the last trading day prior to
the date of determination;
(b) if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading on the date of determination (if
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such day is a trading day), and, if such date of determination is not a
trading day, then on the last trading day prior to the date of
determination;
(c) if such Common Stock is publicly traded but is not quoted on
the Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on the
date of determination (if such day is a trading day), and, if such date of
determination is not a trading day, then on the last trading day prior to
the date of determination; or
(d) if none of the foregoing is applicable, by the Committee in
good faith.
"Misconduct" means the commission of any act of fraud, embezzlement
or dishonesty by the Participant, any unauthorized use or disclosure by such
person of confidential information or trade secrets of the Corporation (or any
Parent or Subsidiary), or any intentional wrongdoing by such person, whether by
omission or commission, which adversely affects the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. This shall not
limit the grounds for the dismissal or discharge of any person in the service of
the Corporation (or any Parent or Subsidiary).
"Option" means an option to purchase Shares granted pursuant to
this Plan.
"Option Agreement" means, with respect to each Option, the signed
written agreement between the Corporation and the Participant setting forth the
terms and conditions of the Option.
"Parent" means any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, if at the time of
the granting of an Option under this Plan, each of such corporations other than
the Corporation owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
"Participant" means a person who receives an Option under this
Plan.
"Plan" means this CAM Commerce Solutions, Inc. 2000 Nonstatutory
Stock Option Plan, as amended from time to time.
"SEC" means the Securities and Exchange Commission.
"Shares" means shares of the Corporation's (and any successor
entity's) authorized but unissued or reacquired Common Stock, including shares
repurchased by the Corporation (or such successor entity) on the open market.
"Subsidiary" means any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation if, at the time
of granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock
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possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
"Termination" or "Terminated" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, director, consultant, independent contractor or
advisor to the Corporation or a Parent or Subsidiary of the Corporation, except
in the case of sick leave, military leave, or any other leave of absence
approved by the Committee, provided that such leave is for a period of not more
than ninety (90) days, or reinstatement upon the expiration of such leave is
guaranteed by contract or statute. The Committee will have sole discretion to
determine whether a Participant has ceased to provide services and the effective
date on which the Participant ceased to provide services (the "Termination
Date").
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