<PAGE>
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 0-19058
PLATINUM TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3509662
(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
1815 SOUTH MEYERS ROAD, OAKBROOK TERRACE, ILLINOIS 60181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 620-5000
----------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
As of August 12, 1997, there were outstanding 61,833,639 shares of common
stock, par value $.001, of the registrant.
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<PAGE>
PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
QUARTER ENDED JUNE 30, 1997
INDEX
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Auditors' Review Report ........................ 3
Consolidated Balance Sheets as of June 30, 1997 (unaudited)
and December 31, 1996
(unaudited)................................................. 4
Consolidated Statements of Operations for the three months
and six months ended June 30, 1997 (unaudited) and 1996
(unaudited)................................................. 5
Consolidated Statements of Cash Flows for the six months
ended June 30, 1997
(unaudited) and 1996 (unaudited)............................ 6
Notes to Consolidated Financial Statements.................. 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of
Operations.................................................. 8-15
PART II--OTHER INFORMATION
Item 1. Legal Proceedings........................................... 16
Item 4. Submission of Matters to a Vote of Security-Holders......... 16
Item 6. Exhibits and Reports on Form 8-K............................ 16
SIGNATURES.............................................................. 17
</TABLE>
2
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REVIEW REPORT
The Board of Directors
PLATINUM technology, inc.:
We have reviewed the consolidated balance sheet of PLATINUM technology, inc.
and subsidiaries as of June 30, 1997, and the related consolidated statements
of operations for the three and six month periods ended June 30, 1997 and 1996
and cash flows for the six month periods ended June 30, 1997 and 1996. These
consolidated financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Chicago, Illinois
July 22, 1997
3
<PAGE>
PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS JUNE 30, DECEMBER 31,
1997 1996*
--------------------------------------------------------------------------------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents............................. $ 72,941 $140,783
Short-term investment securities...................... 53,155 42,755
Trade accounts receivable, net of allowances of $1,674
and $2,503........................................... 144,076 165,131
Installment accounts receivable, net of allowances of
$427 and $395........................................ 8,079 13,603
Accrued interest and other current assets............. 22,964 11,729
Refundable income taxes............................... 364 629
-------- --------
Total current assets................................ 301,579 374,630
-------- --------
Non-current investment securities....................... 1,944 2,135
Property and equipment, net............................. 71,920 72,750
Purchased and developed software, net................... 92,102 82,438
Excess of cost over net assets acquired, net of accumu-
lated amortization of $12,665
and $10,610............................................ 35,511 37,382
Non-current installment receivables, net of allowances
of $786 and $816....................................... 22,880 21,665
Other assets............................................ 30,655 27,572
-------- --------
Total assets........................................ $556,591 $618,572
======== ========
<CAPTION>
-------------------------------------------------------------------------------LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Acquisition-related payables.......................... $ 5,997 $ 7,872
Income taxes payable.................................. 1,627 2,420
Accounts payable...................................... 21,094 15,436
Accrued commissions and bonuses....................... 4,595 10,622
Accrued royalties..................................... 6,361 3,913
Accrued restructuring costs........................... 29,727 --
Other accrued liabilities............................. 28,239 29,798
Current maturities of long-term obligations........... 3,732 3,246
Deferred revenue...................................... 77,695 84,166
-------- --------
Total current liabilities........................... 179,067 157,473
-------- --------
Acquisition-related payables............................ 2,502 2,502
Deferred revenue........................................ 54,031 38,674
Deferred rent........................................... 8,470 8,360
Long-term obligations, net of current maturities........ 116,409 115,803
-------- --------
Total liabilities................................... 360,479 322,812
-------- --------
Stockholders' equity:
Class II preferred stock, $.01 par value. Authorized
10,000, none outstanding. -- --
Common stock, $.001 par value. Authorized 180,000, is-
sued and outstanding
61,717 and 60,577.................................... 62 61
Paid-in capital....................................... 500,599 487,417
Accumulated deficit................................... (312,990) (208,788)
Unrealized holding gains on marketable securities..... 11,350 17,805
Foreign currency translation adjustment............... (2,909) (735)
-------- --------
Total stockholders' equity.......................... 196,112 295,760
-------- --------
Total liabilities and stockholders' equity.......... $556,591 $618,572
======== ========
</TABLE>
- --------
* The consolidated balance sheet as of December 31, 1996 has been restated to
give retroactive effect to mergers accounted for using the pooling-of-
interests method.
See accompanying notes to consolidated financial statements.
4
<PAGE>
PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------- -------------------
1997 1996 * 1997 1996 *
-------- ------- --------- --------
<S> <C> <C> <C> <C>
Revenues:
Software products.................... $ 71,298 $52,768 $ 128,937 $ 92,123
Maintenance.......................... 31,137 25,128 60,084 47,664
Professional services................ 34,003 29,301 63,040 56,469
-------- ------- --------- --------
Total revenues..................... 136,438 107,197 252,061 196,256
-------- ------- --------- --------
Costs and expenses:
Professional services................ 30,520 28,369 59,030 54,907
Product development and support...... 47,249 37,030 91,385 71,639
Sales and marketing.................. 49,665 42,139 100,137 80,887
General and administrative........... 22,274 9,460 33,742 17,918
Restructuring charges................ 57,319 -- 57,319 --
Merger costs......................... -- -- 3,706 5,782
Acquired in-process technology....... 6,747 -- 17,164 7,005
-------- ------- --------- --------
Total costs and expenses........... 213,774 116,998 362,483 238,138
-------- ------- --------- --------
Operating loss......................... (77,336) (9,801) (110,422) (41,882)
Other income........................... 5,206 1,574 7,512 2,135
-------- ------- --------- --------
Loss before income taxes............... (72,130) (8,227) (102,910) (39,747)
Income taxes........................... 6,803 (2,671) 1,292 (9,970)
-------- ------- --------- --------
Net loss............................... $(78,933) $(5,556) $(104,202) $(29,777)
======== ======= ========= ========
Net loss per share..................... $ (1.28) $ (0.10) $ (1.70) $ (0.53)
======== ======= ========= ========
Shares used in computing per share
amounts............................... 61,477 56,625 61,212 56,483
======== ======= ========= ========
</TABLE>
- --------
* Results for the three and six months ended June 30, 1996 are restated for
mergers accounted for using the pooling-of-interests method.
See accompanying notes to consolidated financial statements.
5
<PAGE>
PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------
1997 1996 *
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss................................................ $(104,202) $(29,777)
Adjustments to reconcile net loss to net cash provided
by (used in) operating
activities:
Depreciation and amortization......................... 27,067 16,183
Acquired in-process technology........................ 17,164 7,005
Write-off of fixed assets, capitalized software and
other intangible assets
in conjunction with the restructuring plan........... 19,687 --
Unrealized holding gains on marketable equity securi-
ties................................................. (5,050) --
Realized net gain on sales of investment securities... (3,596) --
Changes in assets and liabilities, net of acquisitions:
Trade and installment receivables....................... (67,928) (49,993)
Deferred income taxes................................... (351) (10,488)
Accrued interest and other current assets............... (11,140) 2,782
Accounts payable and accrued liabilities................ 23,386 (3,294)
Deferred revenue........................................ 8,886 9,334
Income taxes payable.................................... (528) (780)
Other................................................... (6,702) 2,069
--------- --------
Net cash used in operating activities............... (103,307) (56,959)
--------- --------
Cash flows from investing activities:
Purchases of investment securities...................... (19,616) (17,765)
Sales of investment securities.......................... 4,598 20,377
Maturities of investment securities..................... 7,098 3,919
Purchases of property and equipment..................... (11,464) (17,648)
Purchased and developed software........................ (30,667) (18,213)
Payments for acquisitions............................... (8,998) (8,792)
Other assets............................................ (2,685) (2,156)
--------- --------
Net cash used in investing activities............... (61,734) (40,278)
--------- --------
Cash flows from financing activities:
Proceeds from the exercise of stock options and Stock
Purchase Plan.......................................... 6,307 2,215
Proceeds from the sale of receivables................... 93,800 41,718
Short-term borrowings................................... -- 1,000
Payments on borrowings.................................. (2,908) (6,374)
Other................................................... -- 200
--------- --------
Net cash provided by financing activities........... 97,199 38,759
--------- --------
Adjustment to conform fiscal years of pooled businesses... -- (140)
--------- --------
Net decrease in cash and cash equivalents................. (67,842) (58,618)
Cash and cash equivalents at the beginning of the period.. 140,783 115,809
--------- --------
Cash and cash equivalents at the end of the period........ $ 72,941 $ 57,191
========= ========
</TABLE>
- --------
* Cash flows for the six months ended June 30, 1996 are restated for mergers
accounted for using the pooling-of-interests method.
See accompanying notes to consolidated financial statements.
6
<PAGE>
PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of
PLATINUM technology, inc. and its subsidiaries (collectively, the "Company")
reflect all adjustments which, in the opinion of management, are necessary for
a fair presentation of the results of the interim periods presented. All such
adjustments are of a normal recurring nature. Because the Company's
acquisitions of Australian Technology Resources Pty Limited ("ATR") and I&S
Informationstechnik and Services GmbH ("I&S") during the first quarter of 1997
are being treated as poolings of interests for accounting purposes,
consolidated financial statements for the periods prior to the acquisitions
have been restated to reflect the assets, liabilities and operating results of
these companies (See "Business Combinations" at Note 3). As a result of these
transactions, the restated balance sheet at December 31, 1996, included
herein, is unaudited. All intercompany accounts and transactions have been
eliminated.
These consolidated financial statements should be read in conjunction with
the Company's audited consolidated financial statements and notes thereto for
the year ended December 31, 1996, included in the Company's Annual Report on
Form 10-K (the "Form 10-K"), as filed with the Securities and Exchange
Commission. The consolidated financial statements included in the Form 10-K
have not been restated for the poolings of interests consummated in the first
quarter of 1997.
Certain prior period costs and expenses have been reclassified to conform to
the current period presentation.
NOTE 2--EARNINGS PER SHARE
Net loss per share is based on the weighted average number of shares
outstanding and does not include the effect of unexercised common stock
equivalents.
NOTE 3--BUSINESS COMBINATIONS
On January 31, 1997, the Company acquired all of the outstanding capital
stock of ATR, a leading provider of information technology consulting
services, in exchange for 313,784 shares of the Company's Common Stock, $.001
par value (the "Common Stock"), which had a market value, based upon the
trading price of the Common Stock on the Nasdaq National Market ("Market
Value"), of approximately $5,000,000 at the time of the acquisition. This
acquisition was accounted for as a pooling of interests.
On February 18, 1997, the Company acquired all of the outstanding capital
stock of GEJAC, Inc. ("GEJAC"), a leading provider of UNIX and NT charge-back
software, in exchange for 412,801 shares of Common Stock, which had a Market
Value of approximately $6,800,000 at the time of the acquisition. These shares
of Common Stock were issued pursuant to the Company's Registration Statement
on Form S-1 (Registration No. 333-07783). This acquisition was accounted for
under the purchase method, and a significant portion of the purchase price was
charged to acquired in-process technology in the first quarter of 1997. The
pro forma operating results (as if GEJAC had been acquired at the beginning of
each period presented) are not material to the accompanying consolidated
financial statements.
On February 28, 1997, the Company acquired all of the outstanding capital
stock of I&S, a leading provider of information technology consulting
services, in exchange for 1,089,867 shares of Common Stock, which had a Market
Value of approximately $17,200,000 at the time of the acquisition. This
acquisition was accounted for as a pooling of interests.
The Company incurred significant costs and expenses in connection with these
acquisitions, including investment banking and other professional fees,
employees' severance and various other expenses. Such expenses were recorded
as part of the purchase price in connection with the GEJAC acquisition. For
the acquisitions accounted for as poolings of interests, these expenses were
recorded as merger costs in the first quarter of 1997.
During the second quarter of 1997, the Company acquired a Year 2000 product
technology, and a significant portion of the purchase price was charged to
acquired in-process technology.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following table sets forth the percentages that selected items in the
Consolidated Statements of Operations bear to total revenues. The Consolidated
Statements of Operations give retroactive effect to the acquisitions of ATR as
of January 31, 1997 and I&S as of February 28, 1997, each of which was
accounted for using the pooling-of-interests method, and as a result, the
results of operations for the three and six months ended June 30, 1997 and
1996 are presented as if the combining companies had been consolidated for all
periods presented.
<TABLE>
<CAPTION>
SIX
THREE MONTHS MONTHS
---------------- -----------
ENDED ENDED
---------------- -----------
JUNE 30, JUNE 30,
---------------- -----------
1997 1996 1997 1996
------ ------ ---- ----
<S> <C> <C> <C> <C>
Statements of Operations Data:
Revenues:
Software products......................... 52% 49% 51% 47%
Maintenance............................... 23 24 24 24
Professional services..................... 25 27 25 29
------ ------ --- ---
Total revenues.......................... 100 100 100 100
------ ------ --- ---
Costs and expenses:
Professional services..................... 22 26 23 28
Product development and support........... 35 35 36 36
Sales and marketing....................... 37 39 40 41
General and administrative................ 16 9 13 9
Restructuring charges..................... 42 -- 23 --
Merger costs.............................. -- -- 2 3
Acquired in-process technology............ 5 -- 7 4
------ ------ --- ---
Total costs and expenses................ 157 109 144 121
------ ------ --- ---
Operating loss.............................. (57) (9) (44) (21)
Other income................................ 4 1 3 1
------ ------ --- ---
Loss before income taxes.................... (53) (8) (41) (20)
Income taxes................................ 5 (3) * (5)
------ ------ --- ---
Net loss.................................... (58)% (5)% (41)% (15)%
====== ====== === ===
</TABLE>
- --------
* Less than 1%.
REVENUES
The Company's revenues currently are derived from three sources: 1) license
and upgrade fees for licensing the Company's proprietary and other parties'
software products as well as providing additional processing capacity on
already-licensed products, 2) maintenance fees for maintaining, supporting and
providing updates and enhancements to software products, and 3) revenues from
the Company's professional services business. Total revenues for the second
quarter of 1997 were $136,438,000, an increase of $29,241,000, or 27%, as
compared to $107,197,000 for the second quarter of 1996. Total revenues for
the first six months of 1997 were $252,061,000, an increase of $55,805,000, or
28%, as compared to $196,256,000 for the same period in 1996.
Revenues from domestic (U.S.) customers represented 68% and 73% of total
revenues for the second quarter of 1997 and 1996, respectively, and 69% and
71% for the first six months of 1997 and 1996, respectively. Domestic revenues
are generated primarily by the Company's direct sales force (which visits
customer sites to assist with trials, demonstrates product features and closes
sales transactions) and inside sales force (which predominantly supports the
direct sales force by developing sales leads and arranging product
evaluations), as
8
<PAGE>
well as a telemarketing organization. Since January 1, 1997, the Company has
organized its domestic direct sales force by regions throughout the United
States. The Company formerly combined the domestic and Canadian sales forces
to represent the North American sales force. The Canadian sales team is now
part of the Company's international sales force.
Revenues from international customers represented 32% and 27% of total
revenues for the second quarter of 1997 and 1996, respectively, and 31% and
29% in the first six months of 1997 and 1996, respectively. The Company
generates the majority of its international revenues through a network of
wholly-owned subsidiaries, utilizing direct and inside sales forces. During
the second quarter of 1997, the Company experienced 48% growth in total
international revenues, as compared to the same period in 1996, resulting
primarily from increases of 63% and 37%, respectively, in international
product revenues and professional services revenues. The Company's increased
focus on international sales efforts and expansion of its international
operations over the past 12 months, partially through the acquisition of
existing businesses, contributed significantly to the growth in international
revenues.
SOFTWARE PRODUCTS. Software products revenues for the second quarter of 1997
were $71,298,000, an increase of $18,530,000, or 35%, as compared to
$52,768,000 for the second quarter of 1996. Software products revenues for the
first six months of 1997 were $128,937,000, an increase of $36,814,000, or
40%, as compared to $92,123,000 for the first six months of 1996. The Company
has continued to experience growth in software products revenues across all
business units; revenues for the Company's database management, systems
management, application lifecycle and data warehouse business units increased
by 18%, 35%, 31% and 105%, respectively, during the first six months of 1997
as compared to the same period in 1996. The Company believes this growth was
primarily attributable to the continued marketplace acceptance of the
Company's point products, product bundles and integrated product suites,
resulting in increasingly larger sales transactions. Additionally, the
Company's Year 2000 product suite, first introduced in the third quarter of
1996, contributed significantly to the growth in the data warehouse business
unit during the second quarter and first six months of 1997.
MAINTENANCE. Maintenance revenues for the second quarter of 1997 were
$31,137,000, an increase of $6,009,000, or 24%, as compared to $25,128,000 for
the second quarter of 1996. Maintenance revenues for the first six months of
1997 were $60,084,000, an increase of $12,420,000, or 26%, as compared to
$47,664,000 for the first six months of 1996. Maintenance revenues are derived
from recurring fees charged to perpetual license customers and the implicit
first year maintenance fees bundled in certain software product licenses. The
Company provides maintenance customers with technical support and product
enhancements. Maintenance revenues are deferred and recognized ratably over
the term of the agreement. The increase in maintenance revenues was primarily
attributable to the expansion of the Company's installed customer base, from
which maintenance fees are derived. Maintenance fees implicit in certain new
software product licenses also contributed to the increase.
PROFESSIONAL SERVICES. Professional services revenues are associated with
the Company's consulting services business and educational programs.
Professional services revenues for the second quarter of 1997 were
$34,003,000, an increase of $4,702,000, or 16%, as compared to $29,301,000 for
the second quarter of 1996. Professional service revenues for the first six
months of 1997 were $63,040,000, an increase of $6,571,000, or 12%, as
compared to $56,469,000 for the first six months of 1996. The growth in
professional services revenues was primarily attributable to an increase in
billable consultants as well as a higher ratio of billable hours to total
hours worked during the second quarter and first six months of 1997 as
compared to the same periods in 1996. Additionally, the Company established
new professional services specialty practices near the end of 1996, including
a Year 2000 consulting group. The revenues generated from these new practices
contributed to the increase in professional services revenues.
COSTS AND EXPENSES
Total expenses for the second quarter of 1997 were $213,774,000, an increase
of $96,776,000, or 83%, over expenses of $116,998,000 for the second quarter
of 1996. Total expenses for the six months ended June 30, 1997
9
<PAGE>
were $362,483,000, an increase of $124,345,000, or 52%, as compared to
$238,138,000 for the six months ended June 30, 1996. Total expenses for the
second quarter of 1997, excluding restructuring charges and acquired in-
process technology costs were $149,708,000, an increase of $32,710,000, or
28%, as compared to $116,998,000 for the second quarter of 1996. Total
expenses for the six months ended June 30, 1997, excluding restructuring
charges, merger costs and acquired in-process technology costs were
$284,294,000, an increase of $58,943,000, or 26%, as compared to $225,351,000
for the six months ended June 30, 1996. Total expenses, excluding merger
costs, acquired in-process technology costs and restructuring charges,
represented 110% and 113% of total revenues for the second quarter and first
six months of 1997, respectively, as compared to 109% and 115% for the same
periods in 1996. Total expenses increased in the second quarter and first six
months of 1997 as compared to the comparable prior year periods due primarily
to the execution by the Company of its restructuring plan during the second
quarter of 1997. Other contributing factors included greater variable expenses
related to higher revenue results, as well as increased costs, including
training and system support expenses, associated with integrating recently
acquired companies and managing the larger combined company.
PROFESSIONAL SERVICES. Costs of professional services for the second quarter
of 1997 were $30,520,000, an increase of $2,151,000, or 8%, as compared to
$28,369,000 for the second quarter of 1996. Costs of professional services for
the first six months of 1997 were $59,030,000, an increase of $4,123,000, or
8%, as compared to $54,907,000 for the first six months of 1996. Professional
services expenses represented 90% and 94% of professional service revenues for
the second quarter and first six months of 1997, respectively, as compared to
97% for the same periods in 1996. The increase in professional services
expenses was primarily due to higher international employee-related expenses,
which resulted from the overall expansion of the international services
business. Greater commission and bonus expenses associated with higher
professional services revenues also contributed to the increase. As part of
the overall restructuring plan, the Company realigned the professional
services business during the first six months of 1997 through the
consolidation of redundant functions. The savings realized from the
restructuring plan, as well as the increased productivity of the consulting
staff, contributed to the decrease in professional services expenses as a
percentage of professional services revenues for the second quarter and first
six months of 1997 as compared to the same periods in 1996. The Company
anticipates that professional services expenses will continue to decrease as a
percentage of professional services revenues in future periods.
PRODUCT DEVELOPMENT AND SUPPORT. Product development and support expenses
for the second quarter of 1997 were $47,249,000, an increase of $10,219,000,
or 28%, as compared to $37,030,000 for the second quarter of 1996. Product
development and support expenses for the first six months of 1997 were
$91,385,000, an increase of $19,746,000, or 28%, as compared to $71,639,000
for the first six months of 1996. Product development and support expenses
represented 35% and 36% of total revenues for the second quarter and first six
months of 1997, respectively, which was unchanged from the same periods in
1996. The increase in these expenses was primarily attributable to higher
occupancy costs, employee-related expenses and system support costs related to
the product development and integration efforts. Higher travel expenses
associated with the Company's product integration focus, as well as
international expansion efforts, also contributed to the increase in product
development and support expenses.
The Company has continued to devote substantial resources to the development
and integration of its products and technologies to provide complete,
customized management solutions for software infrastructure problems. The
Company has also been enabling its products and suites for application with
intranets, the Internet and the World Wide Web. During the first six months of
1997, the Company began consolidating certain product development and support
efforts to coincide with its product integration focus. As a result of these
consolidation efforts, the Company expects to reduce development and support
expenses as a percentage of total revenues.
For the second quarters of 1997 and 1996, the Company capitalized
$10,115,000 and $6,476,000, respectively, of software development costs net of
related amortization expense, in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 86, "Accounting for the Costs of Computer
Software to Be Sold, Leased, or Otherwise Marketed." For the first six months
of 1997 and 1996, the Company capitalized $18,592,000 and $12,121,000,
respectively, of software development costs net of related amortization
expense.
10
<PAGE>
SALES AND MARKETING. Sales and marketing expenses for the second quarter of
1997 were $49,665,000, an increase of $7,526,000, or 18%, as compared to
$42,139,000 for the second quarter of 1996. Sales and marketing expenses for
the first six months of 1997 were $100,137,000, an increase of $19,250,000, or
24%, as compared to $80,887,000 for the first six months of 1996. Sales and
marketing expenses represented 37% and 40% of total revenues for the second
quarter and first six months of 1997, respectively, as compared to 39% and 41%
for the same periods in 1996. The increase in these expenses for the second
quarter and first six months of 1997, as compared to the same periods in 1996,
was primarily attributable to the significant expansion of the domestic and
international outside sales force. Also contributing to the increase were
higher commission expenses associated with the increase in software products
revenues. During the second quarter of 1997, the Company realigned its inside
sales force to be more compatible with its strategy of providing complete
software infrastructure solutions and to correspond with the restructuring
plan. This realignment resulted in an approximate 45% reduction in the inside
sales force. The Company also consolidated certain remote sales facilities.
Consequently, sales and marketing expenses as a percentage of total revenues
decreased for the second quarter and first six months of 1997, as compared to
the same periods in 1996. The Company expects this trend to continue into the
foreseeable future.
GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
second quarter of 1997 were $22,274,000, an increase of $12,814,000, or 135%,
as compared to $9,460,000 for the second quarter of 1996. General and
administrative expenses for the first six months of 1997 were $33,742,000, an
increase of $15,824,000, or 88%, as compared to $17,918,000 for the first six
months of 1996. General and administrative expenses represented 16% and 13% of
total revenues for the second quarter and first six months of 1997,
respectively, as compared to 9% for the same periods in 1996. The significant
increase in general and administrative expenses for the second quarter and
first six months of 1997, as compared to the same periods in 1996, was
primarily attributable to total charges of $13,513,000 recorded during the
second quarter of 1997 for write-offs of certain assets, as well as severance
and other employee-related expenses, related to the integration procedures
discussed below. In conjunction with the restructuring plan executed during
the second quarter of 1997, the Company also performed additional integration
procedures related to past acquisition activity. The Company evaluated the
fair value of assets recorded through prior acquisitions and identified
certain trade receivables, prepaid expenses and intangible assets which had no
future value. The respective balances of these assets were written-off during
the second quarter of 1997. Additionally, the Company expensed severance and
other employee benefits, including guaranteed bonuses, for certain employees
of acquired companies who were terminated as a result of the integration
efforts, but not specifically as part of the restructuring plan.
Total general and administrative expenses for the second quarter of 1997,
excluding the charges related to the integration efforts, were $8,761,000, a
decrease of $699,000, or 7%, as compared to $9,460,000 for the second quarter
of 1996. Total general and administrative expenses for the first six months of
1997, excluding the charges related to the integration efforts, were
$20,229,000, an increase of $2,311,000, or 13%, as compared to $17,918,000 for
the first six months of 1996. The Company believes the decrease in general and
administrative expenses during the second quarter of 1997, excluding the
integration-related charges, was the result of the savings realized by the
recent restructuring plan as well as the Company's overall cost containment
efforts. The Company expects total general and administrative expenses as a
percentage of total revenues to decrease in future periods as a result of the
restructuring plan.
RESTRUCTURING CHARGES. During the second quarter of 1997, the Company
executed a restructuring plan to consolidate its sales, marketing, business
development and product development operations to achieve cost efficiencies
through the elimination of redundant functions. These redundancies resulted
primarily from businesses acquired over the last three years. The Company also
realigned its business units and inside sales force to redirect focus on its
strongest product lines and better integrate the efforts of certain product
development teams. As part of the plan, the Company reduced its worldwide work
force by approximately 10%, eliminating approximately 400 positions primarily
in the areas of product development and support, marketing and inside sales,
and to a lesser extent, professional services and administration.
11
<PAGE>
The Company recorded a one-time charge of $57,319,000 during the second
quarter of 1997 related to the restructuring plan. The restructuring charge
included the following expenses: $23,834,000 for facility-related costs,
including a reserve for estimated lease obligations associated with the
closing of office facilities; $3,708,000 for write-offs of excess equipment,
furniture and fixtures; $16,859,000 for write-offs of capitalized software
costs and other intangible assets related to the redirection of product
development efforts as well as penalties for the cancellation of
distributorship agreements; and $12,918,000 for severance and other employee-
related costs of the terminated staff. Of the $57,319,000 restructuring
charge, the Company paid out approximately $7,905,000 and wrote-off
$19,687,000 of non-cash charges during the second quarter of 1997.
Consequently, the Company had $29,727,000 of accrued restructuring costs
recorded as of June 30, 1997. The Company anticipates that approximately
$13,000,000 of the restructuring accrual will be paid out during the second
half of 1997, and approximately $8,000,000 will be paid out during 1998. The
Company estimates that substantially all of the cash disbursements related to
the restructuring plan will be completed by the end of the year 2001, with
such disbursements having declining significance after 1998.
The Company currently expects to realize a reduction in annual operating
expenses of approximately $40,000,000 in subsequent years as a result of the
restructuring and, because the Company does not anticipate an impact on
revenues from the restructuring, a corresponding increase in net income.
However, there can be no assurance as to the ultimate effects of the
restructuring plan on the Company's operating results.
MERGER COSTS. The Company did not incur merger costs during the second
quarter of either 1997 or 1996. Merger costs were $3,706,000 and $5,782,000
for the first six months of 1997 and 1996, respectively. Merger costs relate
to acquisitions accounted for as poolings of interests and include investment
banking and other professional fees, employee severance payments, costs of
closing excess office facilities and various other expenses. The Company may
continue to incur merger costs in connection with future acquisitions
accounted for as poolings of interests. These costs will be expensed in the
period in which the transactions are consummated.
ACQUIRED IN-PROCESS TECHNOLOGY. Acquired in-process technology costs were
$6,747,000 for the second quarter of 1997. Acquired in-process technology
costs were $17,164,000 and $7,005,000 for the first six months of 1997 and
1996, respectively. Acquired in-process technology costs relate to
acquisitions of software companies and product technologies. These
acquisitions were accounted for under the purchase method, and portions of the
purchase prices were allocated to acquired in-process technology. During the
second quarter of 1997, the Company acquired a Year 2000 product technology,
and a significant portion of the purchase price was charged to acquired in-
process technology.
Prior to completing these acquisitions, the Company conducted reviews in
order to determine the fair market value of the organizations and technologies
to be acquired. These reviews consisted of an evaluation of existing products,
research and development in process (projects that had not reached
technological feasibility and had no alternative future use), customers,
financial position and other matters. The acquired in-process research and
development represents unique and emerging technologies, the application of
which is limited to the Company's software infrastructure strategy.
Accordingly, these acquired technologies have no alternative future use. The
Company believes it has budgeted adequate research and development resources
to complete the contemplated projects over time periods ranging from six to
eighteen months from the dates of acquisition. The Company may continue to
incur charges for acquired in-process technology in connection with future
acquisitions, which will reduce operating and net income for the periods in
which the acquisitions are consummated.
OTHER INCOME
Other income for the second quarter of 1997 was $5,206,000, an increase of
$3,632,000, or 231%, as compared to $1,574,000 for the second quarter of 1996.
Other income for the first six months of 1997 was $7,512,000, an increase of
$5,377,000, or 252%, as compared to $2,135,000 for the first six months of
1996. The increase in other income was primarily attributable to the following
factors: realized gains on the sale of trading securities; unrealized holding
gains on trading securities whose market values increased from March 31, 1997
to June 30, 1997; and unrealized holding gains that resulted from the
reclassification of certain available-
12
<PAGE>
mfor-sale securities into the trading classification. Because unrealized
holding gains and losses for trading securities are reflected in pre-tax
earnings, fluctuations in the market value of these securities are
continuously recorded as additions to or deductions from other income until
the securities are sold. The increase in other income for the second quarter
and first six months of 1997, as compared to the second quarter and first six
months of 1996, was partially offset by interest expense on the Company's
convertible subordinated notes issued in November 1996.
INCOME TAXES
The Company's effective tax rate for the second quarter and for the first
six months of 1997, excluding the Federal tax effect of acquired in-process
technology charges and merger costs relating to certain acquisitions,
restructuring charges and the integration-related charges discussed in
"General and Administrative" above, was 32% and 34%, respectively. This
compares to an effective tax rate of 32% and 37% for the same periods in 1996.
For the second quarter of 1997, the Company reported total income tax expense
of $6,803,000, on a pre-tax loss of $72,130,000. This total income tax expense
included an amount of $1,733,000 based on the Company's 32% effective tax
rate, plus an additional $5,070,000 to reduce the deferred tax asset balance
as of June 30, 1997. The Company reduced its deferred tax asset during the
second quarter of 1997 so that it would reflect an asset amount that will,
more likely than not, be realized based on the lower estimated 1997 annual
taxable income resulting from the restructuring plan. The Company reported
income tax expense of $1,292,000, on a pre-tax loss of $102,910,000, for the
first six months of 1997.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Company held approximately $128,040,000 of cash,
cash equivalents and investments as compared to $185,673,000 as of December
31, 1996. See "Cash Flows" below.
The Company had trade and installment accounts receivable, net of
allowances, of $175,035,000 and $200,399,000 at June 30, 1997 and December 31,
1996, respectively. The Company licenses software products and provides
services to customers in diversified industries and geographic regions and,
therefore, has no significant concentration of credit risk. Historically, a
substantial amount of the Company's revenues have been recorded in the third
month of any given quarter, with a concentration of such revenues in the last
week of the third month. This trend results in a high balance of accounts
receivable relative to reported revenues at the end of any quarterly reporting
period.
In recent years, the Company's sources of liquidity have primarily been
funds from capital markets, including bank facilities and sales of installment
receivables. The Company believes the funding available to it from these
sources will be sufficient to satisfy its working capital requirements for the
foreseeable future. The Company's capital requirements are primarily dependent
on management's business plan regarding the levels and timing of investments
in existing and newly-acquired businesses and technologies. These plans and
the related capital requirements may change based upon various factors, such
as the Company's strategic opportunities, developments in the Company's
markets, the timing of closing and integrating acquisitions and the conditions
of financial markets.
The Company sells a significant portion of its installment receivables to
third parties. Installment receivables represent amounts collectible on long-
term financing arrangements and include fees for product licenses, upgrades
and maintenance, sometimes also bundled with professional services contracts.
Installment receivables are generally financed over three or five years, with
interest payable on the license and upgrade portions only. Over the past 18
months, the Company has executed an increasingly greater number and higher
dollar value of sales transactions having long-term financing arrangements,
primarily attributable to sales of product bundles and integrated product
suites. Consequently, the Company's volume of installment receivable sales has
increased significantly over the past 18 months.
13
<PAGE>
The Company receives proceeds equal to the entire installment receivable
balance sold to a third party finance company, net of interest payable by the
Company. The finance company collects customer remittances over the term of
the agreement. Proceeds from the sale of receivables for the first six months
of 1997 and 1996 were $93,800,000 and $41,718,000, respectively. A portion of
the receivables were sold with recourse provisions. As of June 30, 1997, the
Company's maximum exposure under recourse provisions was approximately
$20,500,000. The Company has assessed the exposure related to these recourse
provisions and determined the potential liability to be minimal. The Company
anticipates that the volume of installment receivable sales will continue to
increase in the second half of 1997, corresponding to expected increases in
revenues.
The Company's installment receivables are recorded net of unamortized
discounts and deferred maintenance fees. When these receivables are sold, the
Company reduces the gross installment receivable balance. Additionally, the
Company reclassifies the deferred maintenance, which was previously reflected
as a reduction of the related installment receivable balance, to an
obligation. The deferred maintenance is recognized into income ratably over
the term of the maintenance agreement.
The Company had other long-term obligations of $116,409,000 and $115,803,000
as of June 30, 1997 and December 31, 1996, respectively. In November 1996, the
Company issued $115,000,000 of convertible subordinated notes due November 15,
2001, which constitute the majority of the long-term obligations balance at
June 30, 1997 and December 31, 1996.
The Company currently has an unsecured bank line of credit of $25,000,000,
under which borrowings bear interest at rates ranging from approximately LIBOR
plus 1% to the bank's prime rate. As of August 12, 1997, the Company had
$5,000,000 of short-term borrowings outstanding under this line of credit and
had aggregate letters of credit outstanding for approximately $2,345,000, with
expiration dates ranging from March 1998 through June 1999. These letters of
credit reduce the available line of credit balance. The Company is in the
process of increasing its line of credit.
CASH FLOWS
Cash used in operating activities was $103,307,000 and $56,959,000 for the
first six months of 1997 and 1996, respectively. Cash used in operating
activities in the first six months of 1997 consisted of the following net cash
outflows: a net loss of $104,202,000, partially offset by non-cash charges for
depreciation and amortization of $27,067,000, write-offs of assets in
conjunction with the restructuring plan of $19,687,000 and acquired in-process
technology of $13,664,000 (net of $3,500,000 of cash payments related to
acquired in-process technology); an increase in trade and installment
receivables, before sales to third parties, of $67,928,000, partially offset
by an increase in deferred revenue of $8,886,000 which were both due to high
quarter-end sales volume; a net increase in other working capital accounts of
$11,668,000; and a net increase in other non-current assets of $6,702,000.
These cash outflows were partially off-set by a cash inflow related to a net
increase in accounts payable and other accrued liabilities, the most
significant being accrued restructuring charges, of $23,386,000; Cash used in
operating activities in the first six months of 1996 was attributable to the
net effect of the following cash outflows: a net loss of $29,777,000,
including a deferred tax benefit of $9,970,000, substantially offset by non-
cash charges of $16,183,000 for depreciation and amortization and $7,005,000
for acquired in-process technology; an increase in trade and installment
receivables, before sales to third parties, of $49,993,000, partially offset
by an increase in deferred revenue of $9,334,000; and a net decrease in
accounts payable and other accrued liabilities of $3,294,000. These cash
outflows were partially offset by cash inflows from a net decrease in other
working capital accounts of $2,002,000 and a net decrease in other non-current
assets of $2,069,000.
Cash used in investing activities was $61,734,000 in the first six months of
1997 as compared to $40,278,000 in the first six months of 1996. During the
first six months of 1997 and 1996, the Company invested $30,667,000 and
$18,213,000, respectively, in purchased and developed software. The increased
investment in
14
<PAGE>
purchased and developed software for the first six months of 1997 was due
primarily to the Company's intensified focus on product integration, as well
as the acquisition of new product technologies. The Company also invested
resources for property and equipment of $11,464,000 and $17,648,000 in the
first six months of 1997 and 1996, respectively. The decrease in payments for
property and equipment during the first six months of 1997 was primarily
attributable to the restructuring plan and overall cost containment efforts.
The Company paid $11,683,000 and $10,948,000 for acquisitions and other equity
investments in the first six months of 1997 and 1996, respectively. Cash
expended in the first six months of 1997 for purchases of investment
securities, net of maturities and sales, was $7,920,000. Proceeds from sales
and maturities of investment securities, net of purchases, were $6,531,000 for
the first six months of 1996.
Cash flows from financing activities were $97,199,000 and $38,759,000 in the
first six months of 1997 and 1996, respectively. Sales of installment
receivables were $93,800,000 in the first six months of 1997 as compared to
$41,718,000 in the first six months of 1996. (See "Liquidity and Capital
Resources" for a more detailed discussion of installment receivable sales.) In
the first six months of 1997 and 1996, the Company made net payments of
$2,908,000 and $5,374,000, respectively, relating primarily to notes payable
of acquired companies.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share." Implementation of SFAS No. 128 is required for
periods ending after December 15, 1997. The standard establishes new methods
for computing and presenting earnings per share ("EPS") and replaces the
presentation of primary and fully-diluted EPS with basic and diluted EPS. The
new methods under this standard are not expected to have a significant impact
on the Company's EPS amounts.
SAFE HARBOR PROVISION
This Form 10-Q contains certain statements which reflect the Company's
expectations regarding its future growth, results of operations, performance
and business prospects and opportunities. Wherever possible, words such as
"anticipate," "plan," "expect," "believe," "estimate" and similar expressions
have been used to identify these "forward-looking" statements, but are not the
exclusive means of identifying such statements. These statements reflect the
Company's current beliefs and specific assumptions with respect to future
business decisions and are based on information currently available to the
Company. Accordingly, these statements are subject to significant risks,
uncertainties and contingencies which could cause the Company's actual growth,
results, performance and business prospects and opportunities to differ from
those expressed in, or implied by, these statements. These risks,
uncertainties and contingencies include the maturation and success of the
Company's software infrastructure system strategy, risks inherent in
conducting international business, risks associated with conducting a
professional services business, changes in the Company's product and service
mix and product and service pricing, the effectiveness of the Company's
efforts to control operating expenses, general economic and business
conditions in the United States and other countries in which the Company sells
its products and services, charges and costs related to acquisitions, and the
Company's ability to: develop and market existing and acquired products for
the software infrastructure market; successfully integrate its acquired
products, services and businesses and continue its acquisition strategy;
adjust to changes in technology, customer preferences, enhanced competition
and new competitors in the software infrastructure and professional services
markets; protect its proprietary software rights from infringement or
misappropriation; maintain or enhance its relationships with relational
database vendors; and attract and retain key employees. The Company is not
obligated to update or revise these forward-looking statements to reflect new
events or circumstances.
15
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See the Form 10-K for a discussion of Computer Associates' International,
Inc., and L'Agence pour la Protection des Programmes v. La Societe Faster,
S.A.R.L. (Commercial Court of Bobigny, Paris, France).
The Company is also subject to certain other legal proceedings and claims
which have arisen in the ordinary course of business and which have not been
fully adjudicated. Management currently believes the ultimate outcome of such
matters and the matter referred to above will not have a material adverse
effect on the Company's results of operations or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
(a) An Annual Meeting of Stockholders of the Company was held on May 20,
1997.
(c) 1. The Stockholders voted to elect three Class III directors to the
Company's Board of Directors.
<TABLE>
<CAPTION>
AUTHORITY BROKER
DIRECTORS FOR WITHHELD NON-VOTES
--------- --- --------- ---------
<S> <C> <C> <C>
Andrew J. Filipowski....................... 46,612,260 3,924,464 --
James E. Cowie............................. 46,614,610 3,922,114 --
Steven D. Devick........................... 46,614,710 3,922,014 --
</TABLE>
2. The Stockholders voted to approve an amendment to the PLATINUM
technology, inc. Employee Incentive Compensation Plan to increase the number
of shares of Common Stock reserved and available for distribution pursuant to
awards from 5,000,000 to 8,600,000 shares.
<TABLE>
<CAPTION>
BROKER
FOR AGAINST ABSTENTIONS NON-VOTES
--- ------- ----------- ---------
<S> <C> <C> <C>
21,925,319 14,779,782 288,882 13,542,741
3. The Stockholders voted to ratify the appointment of KPMG Peat Marwick LLP
as independent auditors of the Company's consolidated financial statements for
the fiscal year ending December 31, 1997.
<CAPTION>
BROKER
FOR AGAINST ABSTENTIONS NON-VOTES
--- ------- ----------- ---------
<S> <C> <C> <C>
46,483,287 3,992,509 60,928 --
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
<TABLE>
<C> <S>
Exhibit 10.1 Amendment to the PLATINUM technology, inc. Employee Incentive
Compensation Plan.
Exhibit 10.2 Amendment Number Five, dated as of December 1, 1996, to the
Office Lease, dated as of May 6, 1992, between the Company
and LaSalle National Trust N.A., as Trustee (the "Oakbrook
Terrace Lease").
Exhibit 10.3 Amendment Number Six, dated as of April 30, 1997, to the
Oakbrook Terrace Lease.
Exhibit 15 Acknowledgment of Independent Certified Public Accountants
Regarding
Independent Auditors' Review Report.
Exhibit 27 Financial Data Schedule
B. Reports on Form 8-K
The Company did not file any reports on Form 8-K during the second quarter
of 1997.
</TABLE>
16
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
Platinum technology, inc.
/s/ Andrew J. Filipowski
By: _________________________________
Date: August 13, 1997
Andrew J. Filipowski,
President, Chief Executive Officer
(principal executive officer) and
Chairman of the Board of Directors
/s/ Michael P. Cullinane
By: _________________________________
Date: August 13, 1997
Michael P. Cullinane,
Executive Vice President, Chief
Financial
Officer (principal financial and
accounting
officer), Treasurer and a Director
17
<PAGE>
EXHIBIT 10.1
PLATINUM technology, inc.
EMPLOYEE INCENTIVE COMPENSATION PLAN,
AS AMENDED
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<C> <S> <C>
ARTICLE I ESTABLISHMENT........................................... 1
1.1 Purpose................................................. 1
ARTICLE II DEFINITIONS............................................. 1
2.1 "Affiliate"............................................. 1
2.2 "Agreement" or "Award Agreement"........................ 1
2.3 "Award"................................................. 1
2.4 "Beneficiary"........................................... 2
2.5 "Board of Directors" or "Board"......................... 2
2.6 "Cash Incentive Award".................................. 2
2.7 "Cause"................................................. 2
2.8 "Change in Control" and "Change in Control Price"....... 2
2.9 "Code" or "Internal Revenue Code"....................... 2
2.10 "Commission"............................................ 2
2.11 "Committee"............................................. 2
2.12 "Common Stock".......................................... 3
2.13 "Company"............................................... 3
2.14 "Covered Employee"...................................... 3
2.15 "Deferred Stock"........................................ 3
2.16 "Disability"............................................ 3
2.17 "Dividend Equivalent"................................... 3
2.18 "Effective Date"........................................ 3
2.19 "Exchange Act".......................................... 3
2.20 "Fair Market Value"..................................... 3
2.21 "Grant Date"............................................ 4
2.22 "Incentive Stock Option"................................ 4
2.23 "NASDAQ"................................................ 4
2.24 "Non-Qualified Stock Option"............................ 4
2.25 "Option Period"......................................... 4
2.26 "Option Price".......................................... 4
2.27 "Other Stock Based Awards".............................. 4
2.28 "Participant"........................................... 4
2.29 "Performance Award"..................................... 4
2.30 "Plan".................................................. 4
2.31 "Representative"........................................ 4
2.32 "Restricted Stock"...................................... 5
2.33 "Retirement"............................................ 5
2.34 "Rule 16b-3"............................................ 5
2.35 "Securities Act"........................................ 5
2.36 "Stock Appreciation Right".............................. 5
2.37 "Stock Option" or "Option".............................. 5
2.38 "Termination of Employment"............................. 5
ARTICLE III ADMINISTRATION.......................................... 6
3.1 Committee Structure and Authority....................... 6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE IV STOCK SUBJECT TO PLAN................................... 8
4.1 Number of Shares........................................ 8
4.2 Release of Shares....................................... 8
4.3 Restrictions on Shares.................................. 8
4.4 Stockholder Rights...................................... 9
4.5 Best Efforts To Register................................ 9
4.6 Anti-Dilution........................................... 9
ARTICLE V ELIGIBILITY............................................. 10
5.1 Eligibility............................................. 10
5.2 Per-Person Award Limitations............................ 10
ARTICLE VI STOCK OPTIONS........................................... 11
6.1 General................................................. 11
6.2 Grant and Exercise...................................... 11
6.3 Terms and Conditions.................................... 11
6.4 Termination by Reason of Death.......................... 13
6.5 Termination by Reason of Disability..................... 14
6.6 Other Termination....................................... 14
6.7 Cashing Out of Option................................... 14
ARTICLE VII STOCK APPRECIATION RIGHTS............................... 15
7.1 General................................................. 15
7.2 Grant................................................... 15
7.3 Terms and Conditions.................................... 15
ARTICLE VIII RESTRICTED STOCK........................................ 16
8.1 General................................................. 16
8.2 Awards and Certificates................................. 17
8.3 Terms and Conditions.................................... 17
ARTICLE IX DEFERRED STOCK.......................................... 18
9.1 General................................................. 18
9.2 Terms and Conditions.................................... 18
ARTICLE X OTHER AWARDS............................................ 20
10.1 Bonus Stock and Awards In Lieu of Obligations........... 20
10.2 Dividend Equivalents.................................... 20
10.3 Other Stock-Based Awards................................ 20
10.4 Performance Awards 20
ARTICLE XI PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE
PLAN.................................................... 24
11.1 Limited Transfer During Offering........................ 24
11.2 Committee Discretion.................................... 24
11.3 No Company Obligation................................... 24
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE XII CHANGE IN CONTROL PROVISIONS............................ 24
12.1 Impact of Event......................................... 24
12.2 Definition of Change in Control......................... 25
12.3 Change in Control Price................................. 26
ARTICLE XIII MISCELLANEOUS........................................... 26
13.1 Amendments and Termination.............................. 26
13.2 Stand-Alone, Additional, Tandem, and Substitute Awards.. 27
13.3 Form and Timing of Payment Under Awards; Deferrals...... 27
13.4 Status of Awards Under Code Section 162(m).............. 27
13.5 Unfunded Status of Plan; Limits on Transferability...... 28
13.6 General Provisions...................................... 28
13.7 Mitigation of Excise Tax................................ 29
13.8 Rights with Respect to Continuance of Employment........ 30
13.9 Awards in Substitution for Awards Granted by Other
Corporations............................................ 30
13.10 Procedure for Adoption.................................. 30
13.11 Procedure for Withdrawal................................ 31
13.12 Delay................................................... 31
13.13 Headings................................................ 31
13.14 Severability............................................ 31
13.15 Successors and Assigns.................................. 31
13.16 Entire Agreement........................................ 31
</TABLE>
<PAGE>
PLATINUM technology, inc. EMPLOYEE INCENTIVE COMPENSATION PLAN, AS AMENDED
ARTICLE I
---------
ESTABLISHMENT
-------------
1.1 Purpose.
The PLATINUM technology, inc. Employee Incentive Compensation Plan (as
amended, "Plan") is hereby established by PLATINUM technology, inc. ("Company").
The purpose of the Plan is to promote the overall financial objectives of the
Company and its stockholders by motivating those persons selected to participate
in the Plan to achieve long-term growth in stockholder equity in the Company and
by retaining the association of those individuals who are instrumental in
achieving this growth. The Plan is intended to qualify certain compensation
awarded under the Plan for tax deductibility under Section 162(m) of the Code
(as defined herein) to the extent deemed appropriate by the Committee (as
defined herein). The Plan and the grant of awards thereunder are expressly
conditioned upon the Plan's approval by the stockholders of the Company. If
such approval is not obtained, then this Plan and all Awards (as defined herein)
hereunder shall be null and void ab initio. The Plan is adopted, subject to
stockholder approval, effective as of July 21, 1994.
ARTICLE II
----------
DEFINITIONS
-----------
For purposes of the Plan, the following terms are defined as set forth
below:
2.1 "Affiliate" means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated association or other
entity (other than the Company) that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company including, without limitation, any member of an affiliated group of
which the Company is a common parent corporation as provided in Section 1504 of
the Code.
2.2 "Agreement" or "Award Agreement" means, individually or collectively,
any agreement entered into pursuant to the Plan pursuant to which an Award is
granted to a Participant.
2.3 "Award" means any Option, SAR, Restricted Stock, Deferred Stock,
Stock, Dividend Equivalent, Other Stock-Based Award, Performance Award or Cash
Incentive Award, together with any other right or interest granted to a
Participant under the Plan.
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2.4 "Beneficiary" means the person, persons, trust or trusts which have
been designated by a Participant in his or her most recent written beneficiary
designation filed with the Committee to receive the benefits specified under the
Plan upon such Participant's death or to which Awards or other rights are
transferred if and to the extent permitted hereunder. If, upon a Participant's
death, there is no designated Beneficiary or surviving designated Beneficiary,
then the term Beneficiary means the person, persons, trust or trusts entitled by
will or the laws of descent and distribution to receive such benefits.
2.5 "Board of Directors" or "Board" means the Board of Directors of the
Company.
2.6 "Cash Incentive Award" means a conditional right granted to a
Participant under Section 10.4(c) hereof to receive a cash payment, unless
otherwise determined by the Committee, after the end of a specified period.
2.7 "Cause" shall mean, for purposes of whether and when a Participant has
incurred a Termination of Employment for Cause, any act or omission which
permits the Company to terminate the written agreement or arrangement between
the Participant and the Company or an Affiliate for "cause" as defined in such
agreement or arrangement, or in the event there is no such agreement or
arrangement or the agreement or arrangement does not define the term "cause" or
a substantially equivalent term, then Cause shall mean (a) any act or failure to
act deemed to constitute cause under the Company's established practices,
policies or guidelines applicable to the Participant or (b) the Participant's
act or act of omission which constitutes gross misconduct with respect to the
Company or an Affiliate in any material respect, including, without limitation,
an act or act of omission of a criminal nature, the result of which is
detrimental to the interests of the Company or an Affiliate, or conduct, or the
omission of conduct, which constitutes a material breach of a duty the
Participant owes to the Company or an Affiliate.
2.8 "Change in Control" and "Change in Control Price" have the meanings
set forth in Sections 12.2 and 12.3, respectively.
2.9 "Code" or "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, Treasury Regulations (including proposed regulations)
thereunder and any subsequent Internal Revenue Code.
2.10 "Commission" means the Securities and Exchange Commission or any
successor agency.
2.11 "Committee" means the Compensation Committee of the Board or such
other Board committee as may be designated by the Board to administer the Plan;
provided, however, that the Committee shall consist solely of two or more
directors, each of whom is a "Non-Employee Director" as defined in Rule 16b-3
under the Exchange Act and each of whom is also an "outside director" under
Section 162(m) of the Code.
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2.12 "Common Stock" means the shares of the regular voting Common Stock,
$.001 par value, whether presently or hereafter issued, and any other stock or
security resulting from adjustment thereof as described hereinafter or the
common stock of any successor to the Company which is designated for the purpose
of the Plan.
2.13 "Company" means PLATINUM technology, inc., a Delaware corporation,
and includes any successor or assignee corporation or corporations into which
the Company may be merged, changed or consolidated; any corporation for whose
securities the securities of the Company shall be exchanged; and any assignee of
or successor to substantially all of the assets of the Company.
2.14 "Covered Employee" means a Participant who is a "covered employee"
within the meaning of Section 162(m) of the Code.
2.15 "Deferred Stock" means a right, granted to a Participant under
Section 9.1 hereof, to receive Common Stock, cash or a combination thereof at
the end of a specified deferral period.
2.16 "Disability" means a mental or physical illness that entitles the
Participant to receive benefits under the long-term disability plan of the
Company or an Affiliate, or if the Participant is not covered by such a plan or
the Participant is not an employee of the Company or an Affiliate, a mental or
physical illness that renders a Participant totally and permanently incapable of
performing the Participant's duties for the Company or an Affiliate.
Notwithstanding the foregoing, a Disability shall not qualify under this Plan if
it is the result of (i) a willfully self-inflicted injury or willfully self-
induced sickness; or (ii) an injury or disease contracted, suffered, or incurred
while participating in a criminal offense. The determination of Disability
shall be made by the Committee. The determination of Disability for purposes of
this Plan shall not be construed to be an admission of disability for any other
purpose.
2.17 "Dividend Equivalent" means a right, granted to a Participant under
Section 10.2, to receive cash, Common Stock, other Awards or other property
equal in value to dividends paid with respect to a specified number of shares of
Common Stock.
2.18 "Effective Date" means July 21, 1994.
2.19 "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
2.20 "Fair Market Value" means the fair market value of Common Stock,
Awards, or other property as determined by the Committee or under procedures
established by the Committee. Unless otherwise determined by the Committee, the
Fair Market Value per share of Common Stock as of any given date shall be the
closing sale price per share reported on a consolidated basis for stock listed
on the principal stock exchange or market on which Common Stock is traded on the
date as
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of which such value is being determined or, if there is no sale on that date,
then on the last previous day on which a sale was reported.
2.21 "Grant Date" means the date as of which an Award is granted pursuant
to the Plan.
2.22 "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
2.23 "NASDAQ" means The Nasdaq Stock Market, including the Nasdaq National
Market.
2.24 "Non-Qualified Stock Option" means an Option to purchase Common Stock
in the Company granted under the Plan, the taxation of which is pursuant to
Section 83 of the Code.
2.25 "Option Period" means the period during which an Option shall be
exercisable in accordance with the related Agreement and Article VI.
2.26 "Option Price" means the price at which the Common Stock may be
purchased under an Option as provided in Section 6.3(b).
2.27 "Other Stock Based Awards" means Awards granted to a Participant
under Section 10.3 hereof.
2.28 "Participant" means a person who satisfies the eligibility conditions
of Article V and to whom an Award has been granted by the Committee under the
Plan, and in the event a Representative is appointed for a Participant or
another person becomes a Representative, then the term "Participant" shall mean
such Representative. The term shall also include a trust for the benefit of
the Participant, the Participant's parents, spouse or descendants, or a
custodian under a uniform gifts to minors act or similar statute for the benefit
of the Participant's descendants, to the extent permitted by the Committee.
Notwithstanding the foregoing, the term "Termination of Employment" shall mean
the Termination of Employment of the person to whom the Award was originally
granted.
2.29 "Performance Award" means a right, granted to a Participant under
Section 10.4 hereof, to receive Awards based upon performance criteria specified
by the Committee.
2.30 "Plan" means the PLATINUM technology, inc. Employee Incentive
Compensation Plan, as herein set forth and as may be amended from time to time.
2.31 "Representative" means (a) the person or entity acting as the
executor or administrator of a Participant's estate pursuant to the last will
and testament of a Participant or pursuant to the laws of the jurisdiction in
which the Participant had the
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Participant's primary residence at the date of the Participant's death; (b) the
person or entity acting as the guardian or temporary guardian of a Participant;
(c) the person or entity which is the Beneficiary of the Participant upon or
following the Participant's death; or (d) any person to whom an Option has been
permissibly transferred; provided that only one of the foregoing shall be the
Representative at any point in time as determined under applicable law and
recognized by the Committee.
2.32 "Restricted Stock" means Common Stock granted to a Participant under
Section 8.1 hereof, that is subject to certain restrictions and to a risk of
forfeiture.
2.33 "Retirement" means the Participant's Termination of Employment after
attaining either the normal retirement age or the early retirement age as
defined in the principal (as determined by the Committee) tax-qualified plan of
the Company or an Affiliate, if the Participant is covered by such a plan, or if
the Participant is not covered by such a plan, then age 65, or age 55 with the
accrual of 10 years of service.
2.34 "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.
2.35 "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
2.36 "Stock Appreciation Right" means a right granted under Article VII.
2.37 "Stock Option" or "Option" means a right, granted to a Participant
under Section 6.1 hereof, to purchase Common Stock or other Awards at a
specified price during specified time periods.
2.38 "Termination of Employment" means the occurrence of any act or event,
whether pursuant to an employment agreement or otherwise, that actually or
effectively causes or results in the person's ceasing, for whatever reason, to
be an officer, independent contractor, director or employee of the Company or of
any Affiliate, or to be an officer, independent contractor, director or employee
of any entity that provides services to the Company or an Affiliate, including,
without limitation, death, Disability, dismissal, severance at the election of
the Participant, Retirement, or severance as a result of the discontinuance,
liquidation, sale or transfer by the Company or its Affiliates of all businesses
owned or operated by the Company or its Affiliates. With respect to any person
who is not an employee with respect to the Company or a subsidiary of the
Company, the Agreement shall establish what act or event shall constitute a
Termination of Employment for purposes of the Plan. A transfer of employment
from the Company to an Affiliate, or from an Affiliate to the Company, will not
be a Termination of Employment, unless expressly determined by the Committee. A
Termination of Employment shall occur for an employee who is employed by an
Affiliate if the Affiliate shall cease to be an Affiliate, and the
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Participant shall not immediately thereafter become an employee of the Company
or an Affiliate.
In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.
ARTICLE III
-----------
ADMINISTRATION
--------------
3.1 Committee Structure and Authority. The Plan shall be administered by
the Committee. A majority of the Committee shall constitute a quorum at any
meeting thereof (including by telephone conference) and the acts of a majority
of the members present, or acts approved in writing by a majority of the entire
Committee without a meeting, shall be the acts of the Committee for purposes of
this Plan. The Committee may authorize any one or more of its members or an
officer of the Company to execute and deliver documents on behalf of the
Committee. A member of the Committee shall not exercise any discretion
respecting himself or herself under the Plan. The Board shall have the
authority to remove, replace or fill any vacancy of any member of the Committee
upon notice to the Committee and the affected member. Any member of the
Committee may resign upon notice to the Board. The Committee may allocate among
one or more of its members, or may delegate to one or more of its agents, such
duties and responsibilities as it determines.
Among other things, the Committee shall have the authority, subject to the
terms of the Plan:
(a) to select those persons to whom Awards may be granted from time to
time;
(b) to determine whether and to what extent Awards or any combination
thereof are to be granted hereunder;
(c) to determine the number of shares of Common Stock to be covered by
each stock-based Award granted hereunder;
(d) to determine the terms and conditions of any Award granted
hereunder (including, but not limited to, the Option Price, the Option
Period, any exercise restriction or limitation and any exercise
acceleration, forfeiture or waiver regarding any Award, any shares of
Common Stock relating thereto, any performance criteria and the
satisfaction of each criteria);
(e) to adjust the terms and conditions, at any time or from time to
time, of any Award, subject to the limitations of Section 13.1;
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(f) to determine to what extent and under what circumstances Common
Stock and other amounts payable with respect to an Award shall be deferred;
(g) to determine under what circumstances an Award may be settled in
cash or Common Stock;
(h) to provide for the forms of Agreements to be utilized in
connection with the Plan;
(i) to determine whether a Participant has a Disability or a
Retirement;
(j) to determine what securities law requirements are applicable to
the Plan, Awards and the issuance of shares of Common Stock under the Plan
and to require of a Participant that appropriate action be taken with
respect to such requirements;
(k) to cancel, with the consent of the Participant or as otherwise
provided in the Plan or an Agreement, outstanding Awards;
(l) to interpret and make final determinations with respect to the
remaining number of shares of Common Stock available under this Plan;
(m) to require, as a condition of the exercise of an Award or the
issuance or transfer of a certificate of Common Stock, the withholding from
a Participant of the amount of any Federal, state or local taxes as may be
necessary in order for the Company or any other employer to obtain a
deduction or as may be otherwise required by law;
(n) to determine whether and with what effect a Participant has
incurred a Termination of Employment;
(o) to determine whether the Company or any other person has a right
or obligation to purchase Common Stock from a Participant and, if so, the
terms and conditions on which such Common Stock is to be purchased;
(p) to determine the restrictions or limitations on the transfer of
Common Stock;
(q) to determine whether an Award is to be adjusted, modified or
purchased, or is to become fully exercisable, under the Plan or the terms
of an Agreement;
(r) to determine the permissible methods of Award exercise and
payment, including cashless exercise arrangements;
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(s) to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan; and
(t) to appoint and compensate agents, counsel, auditors or other
specialists to aid it in the discharge of its duties.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any Agreement) and to otherwise
supervise the administration of the Plan. The Committee's policies and
procedures may differ with respect to Awards granted at different times or to
different Participants.
Any determination made by the Committee pursuant to the provisions of the
Plan shall be made in its sole discretion, and in the case of any determination
relating to an Award, may be made at the time of the grant of the Award or,
unless in contravention of any express term of the Plan or an Agreement, at any
time thereafter. All decisions made by the Committee pursuant to the provisions
of the Plan shall be final and binding on all persons, including the Company and
Participants. No determination shall be subject to de novo review if challenged
in court.
ARTICLE IV
----------
STOCK SUBJECT TO PLAN
---------------------
4.1 Number of Shares. Subject to the adjustment under Section 4.6, the
total number of shares of Common Stock reserved and available for distribution
pursuant to Awards under the Plan shall be 8,600,000 shares of Common Stock
authorized for issuance. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares.
4.2 Release of Shares. Subject to Section 7.3(f), if any shares of Common
Stock that are subject to any Award cease to be subject to an Award or are
forfeited, if any Award otherwise terminates without issuance of shares of
Common Stock being made to the Participant, or if any shares (whether or not
restricted) of Common Stock are received by the Company in connection with the
exercise of an Award, including the satisfaction of tax withholding, such
shares, in the discretion of the Committee, may again be available for
distribution in connection with Awards under the Plan.
4.3 Restrictions on Shares. Shares of Common Stock issued as or in
conjunction with an Award shall be subject to the terms and conditions specified
herein and to such other terms, conditions and restrictions as the Committee in
its discretion may determine or provide in an Award Agreement. The Company
shall not be required to issue or deliver any certificates for shares of Common
Stock, cash or other property prior to (i) the listing of such shares on any
stock exchange or NASDAQ (or other public market) on which the Common Stock may
then be listed (or
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regularly traded), (ii) the completion of any registration or qualification of
such shares under Federal or state law, or any ruling or regulation of any
government body which the Committee determines to be necessary or advisable, and
(iii) the satisfaction of any applicable withholding obligation in order for the
Company or an Affiliate to obtain a deduction with respect to the exercise of an
Award. The Company may cause any certificate for any share of Common Stock to
be delivered to be properly marked with a legend or other notation reflecting
the limitations on transfer of such Common Stock as provided in this Plan or as
the Committee may otherwise require. The Committee may require any person
exercising an Award to make such representations and furnish such information as
it may consider appropriate in connection with the issuance or delivery of the
shares of Common Stock in compliance with applicable law or otherwise.
Fractional shares shall not be delivered, but shall be rounded to the next lower
whole number of shares.
4.4 Stockholder Rights. No person shall have any rights of a stockholder
as to shares of Common Stock subject to an Award until, after proper exercise of
the Award or other action required, such shares shall have been recorded on the
Company's official stockholder records as having been issued or transferred.
Upon exercise of the Award or any portion thereof, the Company will have thirty
(30) days in which to issue the shares, and the Participant will not be treated
as a stockholder for any purpose whatsoever prior to such issuance. No
adjustment shall be made for cash dividends or other rights for which the record
date is prior to the date such shares are recorded as issued or transferred in
the Company's official stockholder records, except as provided herein or in an
Agreement.
4.5 Best Efforts To Register. The Company will register under the
Securities Act the Common Stock delivered or deliverable pursuant to Awards on
Commission Form S-8 if available to the Company for this purpose (or any
successor or alternate form that is substantially similar to that form to the
extent available to effect such registration), in accordance with the rules and
regulations governing such forms, as soon after stockholder approval of the Plan
as the Committee, in its sole discretion, shall deem such registration
appropriate. The Company will use its best efforts to cause the registration
statement to become effective and will file such supplements and amendments to
the registration statement as may be necessary to keep the registration
statement in effect until the earliest of (a) one year following the expiration
of the Option Period of the last Option outstanding, (b) the date the Company is
no longer a reporting company under the Exchange Act and (c) the date all
Participants have disposed of all shares delivered pursuant to any Award.
4.6 Anti-Dilution. In the event of any Company stock dividend, stock
split, combination or exchange of shares, recapitalization or other change in
the capital structure of the Company, corporate separation or division of the
Company (including, but not limited to, a split-up, spin-off, split-off or
distribution to Company stockholders other than a normal cash dividend), sale by
the Company of all or a substantial portion of its assets (measured on either a
stand-alone or consolidated basis), reorganization, rights offering, a partial
or complete liquidation, or any other corporate transaction, Company stock
offering or event involving the Company and having an effect similar
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to any of the foregoing, then the Committee shall adjust or substitute, as the
case may be, the number of shares of Common Stock available for Awards under the
Plan, the number of shares of Common Stock covered by outstanding Awards, the
exercise price per share of outstanding Awards, and performance conditions and
any other characteristics or terms of the Awards as the Committee shall deem
necessary or appropriate to reflect equitably the effects of such changes to the
Participants; provided, however, that the Committee may limit any such
adjustment so as to maintain the deductibility of the Awards under Section
162(m) and that any fractional shares resulting from such adjustment shall be
eliminated by rounding to the next lower whole number of shares with appropriate
payment for such fractional shares as shall reasonably be determined by the
Committee.
ARTICLE V
---------
ELIGIBILITY
-----------
5.1 Eligibility. Except as herein provided, the persons who shall be
eligible to participate in the Plan and be granted Awards shall be those persons
who are directors, officers, employees and consultants of the Company or any
subsidiary of the Company, who shall be in a position, in the opinion of the
Committee, to make contributions to the growth, management, protection and
success of the Company and its subsidiaries. Of those persons described in the
preceding sentence, the Committee may, from time to time, select persons to be
granted Awards and shall determine the terms and conditions with respect
thereto. In making any such selection and in determining the form of the Award,
the Committee may give consideration to the person's functions and
responsibilities, the person's contributions to the Company and its
subsidiaries, the value of the individual's service to the Company and its
subsidiaries and such other factors deemed relevant by the Committee. The
Committee may designate in writing any person who is not eligible to participate
in the Plan if such person would otherwise be eligible to participate in this
Plan (and members of the Committee are expressly excluded from participation in
the Plan).
5.2 Per-Person Award Limitations. In each fiscal year during any part of
which the Plan is in effect, a Participant may not be granted Awards relating to
more than 800,000 shares of Common Stock, subject to adjustment as provided in
Section 4.6, under each of Articles VI, VII, VIII and IX and Sections 10.1,
10.2, 10.3 and 10.4(b). In addition, the maximum aggregate amount that may be
paid out as final Cash Incentive Awards or other cash Awards in any fiscal year
to any one Participant shall be $5,000,000.
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ARTICLE VI
----------
STOCK OPTIONS
-------------
6.1 General. The Committee shall have authority to grant Stock Options
under the Plan at any time or from time to time. Stock Options may be granted
alone or in addition to other Awards and may be either Incentive Stock Options
or Non-Qualified Stock Options. An Option shall entitle the Participant to
receive shares of Common Stock upon exercise of such Option, subject to the
Participant's satisfaction in full of any conditions, restrictions or
limitations imposed in accordance with the Plan or an Agreement (the terms and
provisions of which may differ from other Agreements), including, without
limitation, payment of the Option Price.
6.2 Grant and Exercise. The grant of a Stock Option shall occur as of the
date the Committee determines. Each Option granted under this Plan shall be
evidenced by an Agreement, in a form approved by the Committee, which shall
embody the terms and conditions of such Option and which shall be subject to the
express terms and conditions set forth in the Plan. Such Agreement shall become
effective upon execution by the Participant. Only a person who is a common-law
employee of the Company, any parent corporation of the Company or a subsidiary
(as such terms are defined in Section 424 of the Code) on the date of grant
shall be eligible to be granted an Option which is intended to be and is an
Incentive Stock Option. To the extent that any Stock Option is not designated
as an Incentive Stock Option or even if so designated does not qualify as an
Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be exercised, so as
to disqualify the Plan under Section 422 of the Code or, without the consent of
the Participant affected, to disqualify any Incentive Stock Option under such
Section 422.
6.3 Terms and Conditions. Stock Options shall be subject to such terms
and conditions as shall be determined by the Committee, including the following:
(a) Option Period. The Option Period of each Stock Option shall be
fixed by the Committee; provided that no Stock Option shall be exercisable
more than ten (10) years after the date the Stock Option is granted. In
the case of an Incentive Stock Option granted to an individual who owns
more than ten percent (10%) of the combined voting power of all classes of
stock of the Company, a corporation which is a parent corporation of the
Company or any subsidiary of the Company (each as defined in Section 424 of
the Code), the Option Period shall not exceed five (5) years from the date
of grant. No Option which is intended to be an Incentive Stock Option
shall be granted more than ten (10) years from the date the Plan is adopted
by the Company or the date the Plan is approved by the stockholders of the
Company, whichever is earlier.
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(b) Option Price. The Option Price per share of the Common Stock
purchasable under an Option shall be determined by the Committee; provided,
however, that the Option Price per share shall be not less than the Fair
Market Value per share on the date the Option is granted. If such Option
is intended to qualify as an Incentive Stock Option and is granted to an
individual who owns or who is deemed to own stock possessing more than ten
percent (10%) of the combined voting power of all classes of stock of the
Company, a corporation which is a parent corporation of the Company or any
subsidiary of the Company (each as defined in Section 424 of the Code), the
Option Price per share shall not be less than one hundred ten percent
(110%) of such Fair Market Value per share.
(c) Exercisability. Subject to Section 12.1, Stock Options shall be
exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Committee. If the Committee provides that
any Stock Option is exercisable only in installments, the Committee may at
any time waive such installment exercise provisions, in whole or in part.
In addition, the Committee may at any time accelerate the exercisability of
any Stock Option. If the Committee intends that an Option be an Incentive
Stock Option, the Committee may, in its discretion, provide that the
aggregate Fair Market Value (determined at the Grant Date) of the Common
Stock as to which such Incentive Stock Option which is exercisable for the
first time during any calendar year shall not exceed $100,000.
(d) Method of Exercise. Subject to the provisions of this Article VI,
a Participant may exercise Stock Options, in whole or in part, at any time
during the Option Period by the Participant's giving written notice of
exercise on a form provided by the Committee (if available) to the Company
specifying the number of shares of Common Stock subject to the Stock Option
to be purchased. Such notice shall be accompanied by payment in full of
the purchase price by cash or check or such other form of payment as the
Company may accept. If approved by the Committee, payment in full or in
part may also be made (i) by delivering Common Stock already owned by the
Participant having a total Fair Market Value on the date of such delivery
equal to the Option Price; (ii) by the execution and delivery of a note or
other evidence of indebtedness (and any security agreement thereunder)
satisfactory to the Committee and permitted in accordance with Section
6.3(e); (iii) by authorizing the Company to retain shares of Common Stock
which would otherwise be issuable upon exercise of the Option having a
total Fair Market Value on the date of delivery equal to the Option Price;
(iv) by the delivery of cash or the extension of credit by a broker-dealer
to whom the Participant has submitted a notice of exercise or otherwise
indicated an intent to exercise an Option (in accordance with Part 220,
Chapter II, Title 12 of the Code of Federal Regulations, so-called
"cashless" exercise); or (v) by any combination of the foregoing. If
payment of the Option Price of a Non-Qualified Stock Option is made in
whole or in part in the form of Restricted Stock or Deferred Stock, the
number of shares of Common Stock to be received upon such exercise that is
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equal to the number of shares of Restricted Stock or Deferred Stock used
for payment of the Option Price shall be subject to the same forfeiture
restrictions or deferral limitations to which such Restricted Stock or
Deferred Stock was subject, unless otherwise determined by the Committee.
In the case of an Incentive Stock Option, the right to make a payment in
the form of already owned shares of Common Stock of the same class as the
Common Stock subject to the Stock Option may be authorized only at the time
the Stock Option is granted. No shares of Common Stock shall be issued
until full payment therefor, as determined by the Committee, has been made.
Subject to any forfeiture restrictions or deferral limitations that may
apply if a Stock Option is exercised using Restricted Stock or Deferred
Stock, a Participant shall have all of the rights of a stockholder of the
Company holding the class of Common Stock that is subject to such Stock
Option (including, if applicable, the right to vote the shares and the
right to receive dividends), when the Participant has given written notice
of exercise, has paid in full for such shares and such shares have been
recorded on the Company's official stockholder records as having been
issued or transferred.
(e) Company Loan or Guarantee. Upon the exercise of any Option and
subject to the pertinent Agreement and the discretion of the Committee, the
Company may at the request of the Participant:
(i) lend to the Participant an amount equal to such portion of
the Option Price as the Committee may determine; or
(ii) guarantee a loan obtained by the Participant from a
third-party for the purpose of tendering the Option Price.
The terms and conditions of any loan or guarantee, including the term,
interest rate and any security interest thereunder and whether the loan
shall be with recourse, shall be determined by the Committee, except that
no extension of credit or guarantee shall obligate the Company for an
amount to exceed the lesser of the aggregate Fair Market Value per share of
the Common Stock on the date of exercise, less the par value of the shares
of Common Stock to be purchased upon the exercise of the Award, or the
amount permitted under applicable laws or the regulations and rules of the
Federal Reserve Board and any other governmental agency having
jurisdiction.
(f) Non-transferability of Options. Except as otherwise provided in
an Agreement or determined by the Committee, no Stock Option or interest
therein shall be transferable by the Participant other than by will or by
the laws of descent and distribution, and all Stock Options shall be
exercisable during the Participant's lifetime only by the Participant.
6.4 Termination by Reason of Death. Unless otherwise provided in an
Agreement or determined by the Committee, if a Participant incurs a Termination
of Employment due to death, any unexpired and unexercised Stock Option held by
such
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Participant shall thereafter be fully exercisable for a period of ninety (90)
days following the date of the appointment of a Representative (or such other
period or no period as the Committee may specify) or until the expiration of the
Option Period, whichever period is the shorter.
6.5 Termination by Reason of Disability. Unless otherwise provided in an
Agreement or determined by the Committee, if a Participant incurs a Termination
of Employment due to a Disability, any unexpired and unexercised Stock Option
held by such Participant shall thereafter be fully exercisable by the
Participant for the period of ninety (90) days (or such other period or no
period as the Committee may specify) immediately following the date of such
Termination of Employment or until the expiration of the Option Period,
whichever period is shorter, and the Participant's death at any time following
such Termination of Employment due to Disability shall not affect the foregoing.
In the event of Termination of Employment by reason of Disability, if an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.
6.6 Other Termination. Unless otherwise provided in an Agreement or
determined by the Committee, if a Participant incurs a Termination of Employment
due to Retirement, or the Termination of Employment is involuntary on the part
of the Participant (but is not due to death or Disability or with Cause), any
Stock Option held by such Participant shall thereupon terminate, except that
such Stock Option, to the extent then exercisable, may be exercised for the
lesser of the ninety (90) day period commencing with the date of such
Termination of Employment or until the expiration of the Option Period. Unless
otherwise provided in an agreement or determined by the Committee, if the
Participant incurs a Termination of Employment which is either (a) voluntary on
the part of the Participant (and is not due to Retirement) or (b) with Cause,
the Option shall terminate immediately. The death or Disability of a
Participant after a Termination of Employment otherwise provided herein shall
not extend the time permitted to exercise an Option.
6.7 Cashing Out of Option. On receipt of written notice of exercise, the
Committee may elect to cash out all or part of the portion of any Stock Option
with respect to which Option at least six months have elapsed since the Grant
Date (provided that such limitation shall not apply to an Option granted to a
Participant who has subsequently died) to be exercised by paying the Participant
an amount, in cash or Common Stock, equal to the excess of the Fair Market Value
of the Common Stock that is subject to the Option over the Option Price times
the number of shares of Common Stock subject to the Option on the effective date
of such cash-out.
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ARTICLE VII
-----------
STOCK APPRECIATION RIGHTS
-------------------------
7.1 General. The Committee shall have authority to grant Stock
Appreciation Rights under the Plan at any time or from time to time. Subject to
the Participant's satisfaction in full of any conditions, restrictions or
limitations imposed in accordance with the Plan or an Agreement, a Stock
Appreciation Right shall entitle the Participant to surrender to the Company the
Stock Appreciation Right and to be paid therefor in shares of the Common Stock,
cash or a combination thereof as herein provided, the amount described in
Section 7.3(b).
7.2 Grant. Stock Appreciation Rights may be granted in conjunction with
all or part of any Stock Option granted under the Plan, in which case the
exercise of the Stock Appreciation Right shall require the cancellation of a
corresponding portion of the Stock Option, and the exercise of a Stock Option
shall result in the cancellation of a corresponding portion of the Stock
Appreciation Right. In the case of a Non-Qualified Stock Option, such rights
may be granted either at or after the time of grant of such Stock Option. In
the case of an Incentive Stock Option, such rights may be granted only at the
time of grant of such Stock Option. A Stock Appreciation Right may also be
granted on a stand-alone basis. The grant of a Stock Appreciation Right shall
occur as of the date the Committee determines. Each Stock Appreciation Right
granted under this Plan shall be evidenced by an Agreement, which shall embody
the terms and conditions of such Stock Appreciation Right and which shall be
subject to the terms and conditions set forth in this Plan.
7.3 Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:
(a) Period and Exercise. The term of a Stock Appreciation Right shall
be established by the Committee. If granted in conjunction with a Stock
Option, the Stock Appreciation Right shall have a term which is the same as
the Option Period and shall be exercisable only at such time or times and
to the extent the related Stock Options would be exercisable in accordance
with the provisions of Article VI. A Stock Appreciation Right which is
granted on a stand-alone basis shall be for such period and shall be
exercisable at such times and to the extent provided in an Agreement.
Stock Appreciation Rights shall be exercised by the Participant's giving
written notice of exercise on a form provided by the Committee (if
available) to the Company specifying the portion of the Stock Appreciation
Right to be exercised.
(b) Amount. Upon the exercise of a Stock Appreciation Right granted
in conjunction with a Stock Option, a Participant shall be entitled to
receive an amount in cash, shares of Common Stock or both as determined by
the Committee or as otherwise permitted in an Agreement equal in value to
the excess of the Fair Market Value per share of Common Stock over the
Option
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Price per share of Common Stock specified in the related Agreement
multiplied by the number of shares in respect of which the Stock
Appreciation Right is exercised. In the case of a Stock Appreciation Right
granted on a stand-alone basis, the Agreement shall specify the value to be
used in lieu of the Option Price per share of Common Stock. The aggregate
Fair Market Value per share of the Common Stock shall be determined as of
the date of exercise of such Stock Appreciation Right.
(c) [INTENTIONALLY OMITTED]
(d) Non-transferability of Stock Appreciation Rights. Stock
Appreciation Rights shall be transferable only when and to the extent that
a Stock Option would be transferable under the Plan, unless otherwise
provided in an Agreement or determined by the Committee.
(e) Termination. A Stock Appreciation Right shall terminate at such
time as a Stock Option would terminate under the Plan, unless otherwise
provided in an Agreement.
(f) Effect on Shares Under the Plan. Upon the exercise of a Stock
Appreciation Right, the Stock Option or part thereof to which such Stock
Appreciation Right is related shall be deemed to have been exercised for
the purpose of the limitation set forth in Section 4.2 on the number of
shares of Common Stock to be issued under the Plan, but only to the extent
of the number of shares of Common Stock covered by the Stock Appreciation
Right at the time of exercise based on the value of the Stock Appreciation
Right at such time.
(g) Incentive Stock Option. A Stock Appreciation Right granted in
tandem with an Incentive Stock Option shall not be exercisable unless the
Fair Market Value of the Common Stock on the date of exercise exceeds the
Option Price. In no event shall any amount paid pursuant to the Stock
Appreciation Right exceed the difference between the Fair Market Value on
the date of exercise and the Option Price.
ARTICLE VIII
------------
RESTRICTED STOCK
----------------
8.1 General. The Committee shall have authority to grant Restricted Stock
under the Plan at any time or from time to time. Shares of Restricted Stock may
be awarded either alone or in addition to other Awards granted under the Plan.
The Committee shall determine the persons to whom and the time or times at which
grants of Restricted Stock will be awarded, the number of shares of Restricted
Stock to be awarded to any Participant, the time or times within which such
Awards may be subject to forfeiture and any other terms and conditions of the
Awards. Each Award
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shall be confirmed by, and be subject to the terms of, an Agreement. The
Committee may condition the grant of Restricted Stock upon the attainment of
specified performance goals by the Participant or by the Company or an Affiliate
(including a division or department of the Company or an Affiliate) for or
within which the Participant is primarily employed or upon such other factors or
criteria as the Committee shall determine. The provisions of Restricted Stock
Awards need not be the same with respect to any Participant.
8.2 Awards and Certificates. Notwithstanding the limitations on issuance
of shares of Common Stock otherwise provided in the Plan, each Participant
receiving an Award of Restricted Stock shall be issued a certificate in respect
of such shares of Restricted Stock. Such certificate shall be registered in the
name of such Participant and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Award as determined by
the Committee. The Committee may require that the certificates evidencing such
shares be held in custody by the Company until the restrictions thereon shall
have lapsed and that, as a condition of any Award of Restricted Stock, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Common Stock covered by such Award.
8.3 Terms and Conditions. Shares of Restricted Stock shall be subject to
the following terms and conditions:
(a) Limitations on Transferability. Subject to the provisions of the
Plan and the Agreement, during a period set by the Committee commencing
with the date of such Award (the "Restriction Period"), the Participant
shall not be permitted to sell, assign, transfer, pledge or otherwise
encumber any interest in shares of Restricted Stock.
(b) Rights. Except as provided in Section 8.3(a), the Participant
shall have, with respect to the shares of Restricted Stock, all of the
rights of a stockholder of the Company holding the class of Common Stock
that is the subject of the Restricted Stock, including, if applicable, the
right to vote the shares and the right to receive any cash dividends.
Unless otherwise determined by the Committee and subject to the Plan, cash
dividends on the class of Common Stock that is the subject of the
Restricted Stock shall be automatically deferred and reinvested in
additional Restricted Stock, and dividends on the class of Common Stock
that is the subject of the Restricted Stock payable in Common Stock shall
be paid in the form of Restricted Stock of the same class as the Common
Stock on which such dividend was paid.
(c) Acceleration. Based on service, performance by the Participant or
by the Company or an Affiliate, including any division or department for
which the Participant is employed, or such other factors or criteria as the
Committee may determine, the Committee may provide for the lapse of
restrictions in installments and may accelerate the vesting of all or any
part of any Award and waive the restrictions for all or any part of such
Award.
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(d) Forfeiture. Unless otherwise provided in an Agreement or
determined by the Committee, if the Participant incurs a Termination of
Employment during the Restriction Period due to death or Disability, the
restrictions shall lapse and the Participant shall be fully vested in the
Restricted Stock. Except to the extent otherwise provided in the
applicable Agreement and the Plan, upon a Participant's Termination of
Employment for any reason during the Restriction Period other than death or
Disability, all shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant, except the Committee shall have the
discretion to waive in whole or in part any or all remaining restrictions
with respect to any or all of such Participant's shares of Restricted
Stock.
(e) Delivery. If and when the Restriction Period expires without a
prior forfeiture of the Restricted Stock subject to such Restriction
Period, unlegended certificates for such shares shall be delivered to the
Participant.
(f) Election. A Participant may elect to further defer receipt of the
Restricted Stock for a specified period or until a specified event, subject
in each case to the Committee's approval and to such terms as are
determined by the Committee. Subject to any exceptions adopted by the
Committee, such election must be made one (1) year prior to completion of
the Restriction Period.
ARTICLE IX
----------
DEFERRED STOCK
--------------
9.1 General. The Committee shall have authority to grant Deferred Stock
under the Plan at any time or from time to time. Shares of Deferred Stock may
be awarded either alone or in addition to other Awards granted under the Plan.
The Committee shall determine the persons to whom and the time or times at which
Deferred Stock will be awarded, the number of shares of Deferred Stock to be
awarded to any Participant, the duration of the period (the "Deferral Period")
prior to which the Common Stock will be delivered, and the conditions under
which receipt of the Common Stock will be deferred and any other terms and
conditions of the Awards. Each Award shall be confirmed by, and be subject to
the terms of, an Agreement. The Committee may condition the grant of Deferred
Stock upon the attainment of specified performance goals by the Participant or
by the Company or an Affiliate, including a division or department of the
Company or an Affiliate for or within which the Participant is primarily
employed, or upon such other factors or criteria as the Committee shall
determine. The provisions of Deferred Stock Awards need not be the same with
respect to any Participant.
9.2 Terms and Conditions. Deferred Stock Awards shall be subject to the
following terms and conditions:
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(a) Limitations on Transferability. Subject to the provisions of the
Plan and the Agreement, Deferred Stock Awards, or any interest therein, may
not be sold, assigned, transferred, pledged or otherwise encumbered during
the Deferral Period. At the expiration of the Deferral Period (or Elective
Deferral Period as defined in Section 9.2(e), where applicable), the
Committee may elect to deliver Common Stock, cash equal to the Fair Market
Value of such Common Stock or a combination of cash and Common Stock to the
Participant for the shares covered by the Deferred Stock Award.
(b) Rights. Unless otherwise determined by the Committee and subject
to the Plan, cash dividends on the Common Stock that is the subject of the
Deferred Stock Award shall be automatically deferred and reinvested in
additional Deferred Stock, and dividends on the Common Stock that is the
subject of the Deferred Stock Award payable in Common Stock shall be paid
in the form of Deferred Stock of the same class as the Common Stock on
which such dividend was paid.
(c) Acceleration. Based on service, performance by the Participant or
by the Company or the Affiliate, including any division or department for
which the Participant is employed, or such other factors or criteria as the
Committee may determine, the Committee may provide for the lapse of
deferral limitations in installments and may accelerate the vesting of all
or any part of any Award and waive the deferral limitations for all or any
part of such Award.
(d) Forfeiture. Unless otherwise provided in an Agreement or
determined by the Committee, if the Participant incurs a Termination of
Employment during the Deferral Period due to death or Disability, the
restrictions shall lapse and the Participant shall be fully vested in the
Deferred Stock. Unless otherwise provided in an Agreement or determined by
the Committee, upon a Participant's Termination of Employment for any
reason during the Deferral Period other than death or Disability, the
rights to the shares still covered by the Award shall be forfeited by the
Participant, except the Committee shall have the discretion to waive in
whole or in part any or all remaining deferral limitations with respect to
any or all of such Participant's Deferred Stock.
(e) Election. A Participant may elect further to defer receipt of the
Deferred Stock payable under an Award (or an installment of an Award) for a
specified period or until a specified event (an "Elective Deferral
Period"), subject in each case to the Committee's approval and to such
terms as are determined by the Committee. Subject to any exceptions
adopted by the Committee, such election must be made at least one (1) year
prior to completion of the Deferral Period for the Award (or of the
applicable installment thereof).
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ARTICLE X
---------
OTHER AWARDS
------------
10.1 Bonus Stock and Awards In Lieu of Obligations. The Committee is
authorized to grant Common Stock as a bonus, or to grant Common Stock or other
Awards in lieu of Company obligations to pay cash or deliver other property
under other plans or compensatory arrangements, provided that, in the case of
Participants subject to Section 16 of the Exchange Act, the amount of such
grants remains within the discretion of the Committee to the extent necessary to
ensure that acquisitions of Common Stock or other Awards are exempt from
liability under Section 16(b) of the Exchange Act. Common Stock or Awards
granted hereunder shall be subject to such other terms as shall be determined by
the Committee.
10.2 Dividend Equivalents. The Committee is authorized to grant Dividend
Equivalents to a Participant, entitling the Participant to receive cash, Common
Stock, other Awards, or other property equal in value to dividends paid with
respect to a specified number of shares of Common Stock. Dividend Equivalents
may be awarded on a free-standing basis or in connection with another Award. The
Committee may provide that Dividend Equivalents will be paid or distributed when
accrued or will be deemed to have been reinvested in additional Common Stock,
Awards, or other investment vehicles, and subject to such restrictions on
transferability and risks of forfeiture, as the Committee may specify.
10.3 Other Stock-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Common Stock, as deemed by the
Committee to be consistent with the purposes of the Plan, including, without
limitation, convertible or exchangeable debt securities, other rights
convertible or exchangeable into Common Stock, purchase rights for Common Stock,
Awards with value and payment contingent upon performance of the Company or any
other factors designated by the Committee, and Awards valued by reference to the
book value of Common Stock or the value of securities of or the performance of
specified subsidiaries. The Committee shall determine the terms and conditions
of such Awards. Common Stock delivered pursuant to an Award in the nature of a
purchase right granted under this Section 10.3 shall be purchased for such
consideration, paid for at such times, by such methods, and in such forms,
including, without limitation, cash, Common Stock, other Awards or other
property, as the Committee shall determine. Cash awards, as an element of or
supplement to any other Award under the Plan, may also be granted pursuant to
this Section 10.3.
10.4 Performance Awards.
(a) Performance Conditions. The right of a Participant to exercise or
receive a grant or settlement of any Award, and its timing, may be subject
to performance conditions specified by the Committee. The Committee may use
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business criteria and other measures of performance it deems appropriate in
establishing any performance conditions, and may exercise its discretion to
reduce or increase the amounts payable under any Award subject to
performance conditions, except as limited under Sections 10.4(b) and
10.4(c) hereof in the case of a Performance Award intended to qualify under
Code Section 162(m).
(b) Performance Awards Granted to Designated Covered Employees. If
the Committee determines that a Performance Award to be granted to a person
the Committee regards as likely to be a Covered Employee should qualify as
"performance-based compensation" for purposes of Code Section 162(m), the
grant and/or settlement of such Performance Award shall be contingent upon
achievement of preestablished performance goals and other terms set forth
in this Section 10.4(b).
(i) Performance Goals Generally. The performance goals for such
Performance Awards shall consist of one or more business criteria and
a targeted level or levels of performance with respect to such
criteria, as specified by the Committee consistent with this Section
10.4(b). Performance goals shall be objective and shall otherwise
meet the requirements of Code Section 162(m), including the
requirement that the level or levels of performance targeted by the
Committee result in the performance goals being "substantially
uncertain." The Committee may determine that more than one
performance goal must be achieved as a condition to settlement of such
Performance Awards. Performance goals may differ for Performance
Awards granted to any one Participant or to different Participants.
(ii) Business Criteria. One or more of the following business
criteria for the Company, on a consolidated basis, and/or for
specified subsidiaries or business units of the Company (except with
respect to the total stockholder return and earnings per share
criteria), shall be used exclusively by the Committee in establishing
performance goals for such Performance Awards: (1) total stockholder
return; (2) such total stockholder return as compared to total return
(on a comparable basis) of a publicly available index such as, but not
limited to, the Standard & Poor's 500, the Nasdaq Stock Market-U.S.
Index or the H&Q Software Sector Index; (3) net income; (4) pre-tax
earnings; (5) EBITDA; (6) pre-tax operating earnings after interest
expense and before bonuses, service fees, and extraordinary or special
items; (7) operating margin; (8) earnings per share; (9) return on
equity; (10) return on capital; (11) return on investment; (12)
operating income, excluding the effect of charges for acquired in-
process technology and before payment of executive bonuses; (13)
earnings per share, excluding the effect of charges for acquired in-
process technology and before payment of executive bonuses; (14)
working capital; and (15) total revenues. The foregoing business
criteria shall also be exclusively used in establishing
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performance goals for Cash Incentive Awards granted under Section
10.4(c) hereof.
(iii) Performance Period: Timing For Establishing Performance
Goals. Achievement of performance goals in respect of such Performance
Awards shall be measured over such periods as may be specified by the
Committee. Performance goals shall be established on or before the
dates that are required or permitted for "performance-based
compensation" under Code Section 162(m).
(iv) Settlement of Performance Awards; Other Terms. Settlement
of Performance Awards may be in cash or Common Stock, or other Awards,
or other property, in the discretion of the Committee. The Committee
may, in its discretion, reduce the amount of a settlement otherwise to
be made in connection with such Performance Awards, but may not
exercise discretion to increase any such amount payable in respect of
a Performance Award subject to this Section 10.4(b). The Committee
shall specify the circumstances in which such Performance Awards shall
be forfeited or paid in the event of a Termination of Employment or a
Change in Control prior to the end of a performance period or
settlement of Performance Awards, and other terms relating to such
Performance Awards.
(c) Cash Incentive Awards Granted to Designated Covered Employees.
The Committee may grant Cash Incentive Awards to Participants including
those designated by the Committee as likely to be Covered Employees, which
Awards shall represent a conditional right to receive a payment in cash,
unless otherwise determined by the Committee, after the end of a specified
calendar year or calendar quarter or other period specified by the
Committee, in accordance with this Section 10.6(c).
(i) Cash Incentive Award. The Cash Incentive Award for
Participants the Committee regards as likely to be regarded as Covered
Employees shall be based on achievement of a performance goal or goals
based on one or more of the business criteria set forth in Section
10.4(b), and may be based on such criteria for any other Participant.
The Committee may specify the amount of the individual Cash Incentive
Award as a percentage of any such business criteria, a percentage
thereof in excess of a threshold amount, or another amount which need
not bear a strictly mathematical relationship to such relationship
criteria. The Committee may establish a Cash Incentive Award pool that
includes Participants the Committee regards likely to be regarded as
Covered Employees, which shall be an unfunded pool, for purposes of
measuring Company performance in connection with Cash Incentive
Awards. The amount of the Cash Incentive Award pool shall be based
upon the achievement of a performance goal or goals based on one or
more of the business criteria set forth in Section 10.4(b) hereof in
the given
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performance period, as specified by the Committee. The Committee may
specify the amount of the Cash Incentive Award pool as a percentage of
any of such business criteria, a percentage thereof in excess of a
threshold amount, or as another amount which need not bear a strictly
mathematical relationship to such business criteria.
(ii) Potential Cash Incentive Awards. Not later than the date
required or permitted for "qualified performance-based compensation"
under Code Section 162(m), the Committee shall determine the
Participants who will potentially receive Cash Incentive Awards for
the specified year, quarter or other period, either as individual Cash
Incentive Awards or out of a Cash Incentive Award pool established by
such date and the amount or method for determining the amount of the
individual Cash Incentive Award or the amount of such Participant's
portion of the Cash Incentive Award pool or the individual Cash
Incentive Award.
(iii) Payout of Cash Incentive Awards. After the end of the
specified year, quarter or other period, as the case may be, the
Committee shall determine the amount, if any, of potential individual
Cash Incentive Award otherwise payable to a Participant, the Cash
Incentive Award pool and the maximum amount of potential Cash
Incentive Award payable to each Participant in the Cash Incentive
Award pool. The Committee may, in its discretion, determine that the
amount payable to any Participant as a final Cash Incentive Award
shall be increased or reduced from the amount of his or her potential
Cash Incentive Award, including a determination to make no final Award
whatsoever, but may not exercise discretion to increase any such
amount in the case of a Cash Incentive Award intended to qualify under
Code Section 162(m). The Committee shall specify the circumstances in
which a Cash Incentive Award shall be paid or forfeited in the event
of Termination of Employment by the Participant or a Change in Control
prior to the end of the period for measuring performance or the payout
of such Cash Incentive Award, and other terms relating to such Cash
Incentive Award in accordance with the Plan. Upon the completion of
the measuring period and the determination of the right to payment and
the amount, the Committee shall direct the Committee to make payment.
(d) Written Determinations. All determinations by the Committee as to
the establishment of performance goals and the potential Performance Awards
or Cash Incentive Awards related to such performance goals and as to the
achievement of performance goals relating to such Awards, the amount of any
Cash Incentive Award pool and the amount of final Cash Incentive Awards,
shall be made in writing in the case of any Award intended to qualify under
Code Section 162(m). The Committee may not delegate any responsibility
relating to such Performance Awards or Cash Incentive Awards.
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ARTICLE XI
----------
PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE PLAN
------------------------------------------------------
11.1 Limited Transfer During Offering. In the event there is an effective
registration statement under the Securities Act pursuant to which shares of
Common Stock shall be offered for sale in an underwritten offering, a
Participant shall not, during the period requested by the underwriters managing
the registered public offering, effect any public sale or distribution of shares
received directly or indirectly pursuant to an exercise of an Award.
11.2 Committee Discretion. The Committee may in its sole discretion
include in any Agreement an obligation that the Company purchase a Participant's
shares of Common Stock received upon the exercise of an Award (including the
purchase of any unexercised Awards which have not expired), or may obligate a
Participant to sell shares of Common Stock to the Company; upon such terms and
conditions as the Committee may determine and set forth in an Agreement. The
provisions of this Article X shall be construed by the Committee in its sole
discretion, and shall be subject to such other terms and conditions as the
Committee may from time to time determine. Notwithstanding any provision herein
to the contrary, the Company may upon determination by the Committee assign its
right to purchase shares of Common Stock under this Article X, whereupon the
assignee of such right shall have all the rights, duties and obligations of the
Company with respect to purchase of the shares of Common Stock.
11.3 No Company Obligation. None of the Company, an Affiliate or the
Committee shall have any duty or obligation to disclose affirmatively to a
record or beneficial holder of Common Stock or an Award, and such holder shall
have no right to be advised of, any material information regarding the Company
or any Affiliate at any time prior to, upon or in connection with receipt or the
exercise of an Award or the Company's purchase of Common Stock or an Award from
such holder in accordance with the terms hereof.
ARTICLE XII
-----------
CHANGE IN CONTROL PROVISIONS
----------------------------
12.1 Impact of Event. Notwithstanding any other provision of the Plan to
the contrary, unless otherwise provided in an Agreement, in the event of a
Change in Control (as defined in Section 12.2):
(a) Any Stock Appreciation Rights and Stock Options outstanding as of
the date such Change in Control and not then exercisable shall become fully
exercisable to the full extent of the original grant;
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(b) The restrictions and deferral limitations applicable to any
Restricted Stock, Deferred Stock or other award shall lapse, and such
Restricted Stock, Deferred Stock or other award shall become free of all
restrictions and become fully vested and transferable to the full extent of
the original grant.
(c) The performance goals and other conditions with respect to any
outstanding Performance Award or Cash Incentive Award shall be deemed to
have been satisfied in full, and such Award shall be fully distributable,
if and to the extent provided by the Committee in the Agreement relating to
such Award or otherwise, notwithstanding that the Award may not be fully
deductible to the Company under Section 162(m) of the Code.
(d) Notwithstanding any other provision of the Plan, unless the
Committee shall provide otherwise in an Agreement, a Participant shall have
the right, whether or not the Award is fully exercisable or may be
otherwise realized by the Participant, by giving notice during the 60-day
period from and after a Change in Control to the Company, to elect to
surrender all or part of a stock-based Award to the Company and to receive
cash, within 30 days of such notice, in an amount equal to the amount by
which the "Change in Control Price" (as defined in Section 12.3) per share
of Common Stock on the date of such election shall exceed the amount which
the Participant must pay to exercise the Award per share of Common Stock
under the Award (the "Spread") multiplied by the number of shares of Common
Stock granted under the Award as to which the right granted under this
Section 12.1 shall have been exercised.
12.2 Definition of Change in Control. For purposes of this Plan, a "Change
in Control" shall be deemed to have occurred if (a) any corporation, person or
other entity (other than the Company, a majority-owned subsidiary of the Company
or any of its subsidiaries, or an employee benefit plan (or related trust)
sponsored or maintained by the Company), including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the
beneficial owner of stock representing more than the greater of (i) twenty-five
percent (25%) of the combined voting power of the Company's then outstanding
securities or (ii) the percentage of the combined voting power of the Company's
then outstanding securities which equals (A) ten percent (10%) plus (B) the
percentage of the combined voting power of the Company's outstanding securities
held by such corporation, person or entity on the Effective Date; (b)(i) the
stockholders of the Company approve a definitive agreement to merge or
consolidate the Company with or into another corporation other than a majority-
owned subsidiary of the Company, or to sell or otherwise dispose of all or
substantially all of the Company's assets, and (ii) the persons who were the
members of the Board of Directors of the Company prior to such approval do not
represent a majority of the directors of the surviving, resulting or acquiring
entity or the parent thereof; (c) the stockholders of the Company approve a plan
of liquidation of the Company; or (d) within any period of 24 consecutive
months, persons who were members of the Board of Directors of the Company
immediately prior to such 24-month period, together with any persons who were
first elected as
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directors (other than as a result of any settlement of a proxy or consent
solicitation contest or any action taken to avoid such a contest) during such
24-month period by or upon the recommendation of persons who were members of the
Board of Directors of the Company immediately prior to such 24-month period and
who constituted a majority of the Board of Directors of the Company at the time
of such election, cease to constitute a majority of the Board.
12.3 Change in Control Price. For purposes of the Plan, "Change in Control
Price" means the higher of (a) the highest reported sales price of a share of
Common Stock in any transaction reported on the principal exchange on which such
shares are listed or on NASDAQ during the 60-day period prior to and including
the date of a Change in Control or (b) if the Change in Control is the result of
a tender or exchange offer, merger, consolidation, liquidation or sale of all or
substantially all of the assets of the Company (in each case a "Corporate
Transaction"), the highest price per share of Common Stock paid in such
Corporate Transaction, except that, in the case of Incentive Stock Options and
Stock Appreciation Rights relating to Incentive Stock Options, such price shall
be based only on the Fair Market Value of the Common Stock on the date any such
Incentive Stock Option or Stock Appreciation Right is exercised. To the extent
that the consideration paid in any such Corporate Transaction consists all or in
part of securities or other non-cash consideration, the value of such securities
or other non-cash consideration shall be determined in the sole discretion of
the Committee.
ARTICLE XIII
------------
MISCELLANEOUS
-------------
13.1 Amendments and Termination. The Board may amend, alter or discontinue
the Plan at any time, but no amendment, alteration or discontinuation shall be
made which would impair the rights of a Participant under a Stock Option, Stock
Appreciation Right, Restricted Stock Award or Deferred Stock Award theretofore
granted without the Participant's consent. In addition, no such amendment shall
be made without the approval of the Company's stockholders to the extent such
approval is required by law or agreement.
The Committee may amend the Plan at any time provided that (a) no amendment
shall impair the rights of any Participant under any Award theretofore granted
without the Participant's consent, and (b) any amendment shall be subject to the
approval or rejection of the Board.
The Committee may amend the terms of any Award or other Award theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any Participant without the Participant's consent or reduce an Option
Price.
Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as
well as
26
<PAGE>
other developments, and to grant Awards which qualify for beneficial treatment
under such rules without stockholder approval. Notwithstanding anything in the
Plan to the contrary, if any right under this Plan would cause a transaction to
be ineligible for pooling of interest accounting that would, but for the right
hereunder, be eligible for such accounting treatment, the Committee may modify
or adjust the right so that pooling of interest accounting shall be available,
including the substitution of Common Stock having a Fair Market Value equal to
the cash otherwise payable hereunder for the right which caused the transaction
to be ineligible for pooling of interest accounting.
13.2 Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution or exchange
for, any other Award or any award granted under another plan of the Company, any
subsidiary, or any business entity to be acquired by the Company or a
subsidiary, or any other right of a Participant to receive payment from the
Company or any subsidiary. Such additional, tandem, and substitute or exchange
Awards may be granted at any time. If an Award is granted in substitution or
exchange for another Award or award, the Committee shall require the surrender
of such other Award or award in consideration for the grant of the new Award. In
addition, Awards may be granted in lieu of cash compensation, including in lieu
of cash amounts payable under other plans of the Company or any subsidiary, in
which the Fair Market Value of Common Stock subject to the Award is equivalent
in value to the cash compensation, or in which the exercise price, grant price
or purchase price of the Award in the nature of a right that may be exercised is
equal to the Fair Market Value of the underlying Common Stock minus the value of
the cash compensation surrendered.
13.3 Form and Timing of Payment Under Awards; Deferrals. Subject to the
terms of the Plan and any applicable Agreement, payments to be made by the
Company or an Affiliate upon the exercise of an Award or settlement of an Award
may be made in such forms as the Committee shall determine, including, without
limitation, cash, Common Stock, other Awards or other property, and may be made
in a single payment or transfer, in installments, or on a deferred basis. The
settlement of any Award may be accelerated, and cash paid in lieu of Common
Stock in connection with such settlement, in the discretion of the Committee or
upon occurrence of one or more specified events (in addition to a Change in
Control). Installment or deferred payments may be required by the Committee
(subject to Section 13.1 of the Plan) or permitted at the election of the
Participant. Payments may include, without limitation, provisions for the
payment or crediting of reasonable interest on installment or deferred payments
or the granting or crediting of Dividend Equivalents in respect of installment
or deferred payments denominated in Common Stock.
13.4 Status of Awards Under Code Section 162(m). It is the intent of the
Company that Awards granted to persons who are Covered Employees within the
meaning of Code Section 162(m) shall constitute "qualified performance-based
compensation" satisfying the requirements of Code Section 162(m). Accordingly,
the
27
<PAGE>
provisions of the Plan shall be interpreted in a manner consistent with Code
Section 162(m). If any provision of the Plan or any agreement relating to such
an Award does not comply or is inconsistent with the requirements of Code
Section 162(m), such provision shall be construed or deemed amended to the
extent necessary to conform to such requirements.
13.5 Unfunded Status of Plan; Limits on Transferability. It is intended
that the Plan be an "unfunded" plan for incentive and deferred compensation. The
Committee may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Common Stock or make payments;
provided, however, that, unless the Committee otherwise determines, the
existence of such trusts or other arrangements is consistent with the "unfunded"
status of the Plan. Unless otherwise provided in this Plan or in an Agreement,
no Award shall be subject to the claims of Participant's creditors and no Award
may be transferred, assigned, alienated or encumbered in any way other than by
will or the laws of descent and distribution or to a Representative upon the
death of the Participant.
13.6 General Provisions.
(a) Representation. The Committee may require each person purchasing
or receiving shares pursuant to an Award to represent to and agree with the
Company in writing that such person is acquiring the shares without a view
to the distribution thereof. The certificates for such shares may include
any legend which the Committee deems appropriate to reflect any
restrictions on transfer.
(b) No Additional Obligation. Nothing contained in the Plan shall
prevent the Company or an Affiliate from adopting other or additional
compensation arrangements for its employees.
(c) Withholding. No later than the date as of which an amount first
becomes includible in the gross income of the Participant for Federal
income tax purposes with respect to any Award, the Participant shall pay to
the Company (or other entity identified by the Committee), or make
arrangements satisfactory to the Company or other entity identified by the
Committee regarding the payment of, any Federal, state, local or foreign
taxes of any kind required by law to be withheld with respect to such
amount required in order for the Company or an Affiliate to obtain a
current deduction. If the Participant disposes of shares of Common Stock
acquired pursuant to an Incentive Stock Option in any transaction
considered to be a disqualifying transaction under the Code, the
Participant must give written notice of such transfer and the Company shall
have the right to deduct any taxes required by law to be withheld from any
amounts otherwise payable to the Participant. Unless otherwise determined
by the Committee, withholding obligations may be settled with Common Stock,
including Common Stock that is part of the Award that gives rise to the
withholding requirement, provided that any applicable requirements under
Section 16 of the Exchange Act are satisfied. The
28
<PAGE>
obligations of the Company under the Plan shall be conditional on such
payment or arrangements, and the Company and its Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participant.
(d) Reinvestment. The reinvestment of dividends in additional
Deferred or Restricted Stock at the time of any dividend payment shall be
permissible only if sufficient shares of Common Stock are available under
the Plan for such reinvestment (taking into account then outstanding
Options and other Awards).
(e) Representation. The Committee shall establish such procedures as
it deems appropriate for a Participant to designate a Representative to
whom any amounts payable in the event of the Participant's death are to be
paid.
(f) Controlling Law. The Plan and all Awards made and actions taken
thereunder shall be governed by and construed in accordance with the laws
of the State of Illinois (other than its law respecting choice of law)
except to the extent the General Corporation Law of the State of Delaware
would be mandatorily applicable. The Plan shall be construed to comply with
all applicable law and to avoid liability to the Company, an Affiliate or a
Participant, including, without limitation, liability under Section 16(b)
of the Exchange Act.
(g) Offset. Any amounts owed to the Company or an Affiliate by the
Participant of whatever nature may be offset by the Company from the value
of any shares of Common Stock, cash or other thing of value under this Plan
or an Agreement to be transferred to the Participant, and no shares of
Common Stock, cash or other thing of value under this Plan or an Agreement
shall be transferred unless and until all disputes between the Company and
the Participant have been fully and finally resolved and the Participant
has waived all claims to such against the Company or an Affiliate.
(h) Fail Safe. With respect to persons subject to Section 16 of the
Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3. To the extent any transaction under
the Plan 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. The Committee may authorize the repurchase of any Award or
shares of Common Stock resulting from any Award in order to prevent a
person from incurring or potentially incurring liability under Section
16(b) of the Exchange Act.
13.7 Mitigation of Excise Tax. If any payment or right accruing to a
Participant under this Plan (without the application of this Section 13.7),
either alone or together with other payments or rights accruing to the
Participant from the Company or an Affiliate ("Total Payments"), would
constitute a "parachute payment" (as defined in Section 280G of the Code and
regulations thereunder), such payment or right shall be
29
<PAGE>
reduced to the largest amount or greatest right that will result in no portion
of the amount payable or right accruing under the Plan being subject to an
excise tax under Section 4999 of the Code or being disallowed as a deduction
under Section 280G of the Code. The determination of whether any reduction in
the rights or payments under this Plan is to apply shall be made by the
Committee in good faith after consultation with the Participant, and such
determination shall be conclusive and binding on the Participant. The
Participant shall cooperate in good faith with the Committee in making such
determination and providing the necessary information for this purpose. The
foregoing provisions of this Section 13.7 shall apply with respect to any person
only if, after reduction for any applicable Federal excise tax imposed by
Section 4999 of the Code and Federal income tax imposed by the Code, the Total
Payments accruing to such person would be less than the amount of the Total
Payments as reduced, if applicable, under the foregoing provisions of the Plan
and after reduction for only Federal income taxes.
13.8 Rights with Respect to Continuance of Employment. Nothing contained
herein shall be deemed to alter the relationship between the Company or an
Affiliate and a Participant, or the contractual relationship between a
Participant and the Company or an Affiliate if there is a written contract
regarding such relationship. Nothing contained herein shall be construed to
constitute a contract of employment between the Company or an Affiliate and a
Participant. The Company or an Affiliate and each of the Participants continue
to have the right to terminate the employment or service relationship at any
time for any reason, except as provided in a written contract. The Company or an
Affiliate shall have no obligation to retain the Participant in its employ or
service as a result of this Plan. There shall be no inference as to the length
of employment or service hereby, and the Company or an Affiliate reserves the
same rights to terminate the Participant's employment or service as existed
prior to the individual's becoming a Participant in this Plan.
13.9 Awards in Substitution for Awards Granted by Other Corporations.
Awards (including cash in respect of fractional shares) may be granted under the
Plan from time to time in substitution for awards held by employees, directors
or service providers of other corporations who are about to become officers,
directors or employees of the Company or an Affiliate as the result of a merger
or consolidation of the employing corporation with the Company or an Affiliate,
or the acquisition by the Company or an Affiliate of the assets of the employing
corporation, or the acquisition by the Company or Affiliate of the stock of the
employing corporation, as the result of which it becomes a designated employer
under the Plan. The terms and conditions of the Awards so granted may vary from
the terms and conditions set forth in this Plan at the time of such grant as the
majority of the members of the Committee may deem appropriate to conform, in
whole or in part, to the provisions of the awards in substitution for which they
are granted.
13.10 Procedure for Adoption. Any Affiliate of the Company may by
resolution of such Affiliate's board of directors, with the consent of the Board
of Directors and subject to such conditions as may be imposed by the Board of
Directors, adopt the Plan for the benefit of its employees as of the date
specified in the board resolution.
30
<PAGE>
13.11 Procedure for Withdrawal. Any Affiliate which has adopted the Plan
may, by resolution of the board of directors of such Affiliate, with the consent
of the Board of Directors and subject to such conditions as may be imposed by
the Board of Directors, terminate its adoption of the Plan.
13.12 Delay. If at the time a Participant incurs a Termination of
Employment (other than due to Cause) or if at the time of a Change in Control,
the Participant is subject to "short-swing" liability under Section 16 of the
Exchange Act, any time period provided for under the Plan or an Agreement to the
extent necessary to avoid the imposition of liability shall be suspended and
delayed during the period the Participant would be subject to such liability,
but not more than six (6) months and one (1) day and not to exceed the Option
Period, or the period for exercise of a Stock Appreciation Right as provided in
the Agreement, whichever is shorter. The Company shall have the right to suspend
or delay any time period described in the Plan or an Agreement if the Committee
shall determine that the action may constitute a violation of any law or result
in liability under any law to the Company, an Affiliate or a stockholder of the
Company until such time as the action required or permitted shall not constitute
a violation of law or result in liability to the Company, an Affiliate or a
stockholder of the Company.
13.13 Headings. The headings contained in this Plan are for reference
purposes only and shall not affect the meaning or interpretation of this Plan.
13.14 Severability. If any provision of this Plan shall for any reason be
held to be invalid or unenforceable, such invalidity or unenforceability shall
not effect any other provision hereby, and this Plan shall be construed as if
such invalid or unenforceable provision were omitted.
13.15 Successors and Assigns. This Plan shall inure to the benefit of and
be binding upon each successor and assign of the Company. All obligations
imposed upon a Participant, and all rights granted to the Company hereunder,
shall be binding upon the Participant's heirs, legal representatives and
successors.
13.16 Entire Agreement. This Plan and the Agreement constitute the entire
agreement with respect to the subject matter hereof and thereof, provided that
in the event of any inconsistency between the Plan and the Agreement, the terms
and conditions of this Plan shall control.
31
<PAGE>
EXHIBIT 10.2
AMENDMENT NO. FIVE TO
PLATINUM TECHNOLOGY, INC.
OFFICE LEASE
THIS AMENDMENT NO. FIVE ("Amendment No. Five"), to that certain Oakbrook
Terrace Corporate Center, Phase III ("Building") Office Lease dated May 6, 1992
("Base Lease"), as amended by Amendment No. One to Office Lease dated May 3,
1993, ("Amendment No. One"), Amendment No. Two to Office Lease dated October 26,
1993, Amendment No. Three to Office Lease dated December 22, 1994, ("Amendment
No. Three"), and Amendment No. Four to Platinum Technology, Inc. Office Lease
dated March 9, 1995 by and between LaSalle National Trust, N.A., not personally,
but as Trustee under Trust Agreement dated May 28, 1986, and known as Trust No.
111156 ("Landlord") and Platinum Technology, Inc., a Delaware corporation
("Tenant"), (the "Lease") is made as of this 1st day of December, 1996.
RECITALS
WHEREAS, in Amendment No. Three, the 7,541 rentable square feet referred to
therein as the "First Option Space" was erroneously described and was meant to
relate to 7,541 rentable square feet of the Second Expansion Space (being that
portion of the Second Expansion Space net of the Initial Second Expansion
Space), which for purposes of this Lease, will hereafter be referred to as the
"Balance of Second Expansion Space"; and
WHEREAS, under the Base Lease, the Second Expansion Space was to be
incorporated into the Premises on the first day of the forty-fifth month of the
Lease Term (August 15, 1996), at which time the Base Rent, Tenant's
Proportionate Share of the Premises and the Premises occupied by Tenant under
the Lease was to increase ("Adjusted Items");
WHEREAS, the Initial Second Expansion Space and the Balance of Second
Expansion Space (collectively comprising the Second Expansion Space in its
entirety) was incorporated into the Premises by virtue of Amendment No. One and
Amendment No. Three, respectively;
WHEREAS, while the Adjusted Items had been incorporated into the Lease to
reflect Tenant's early occupancy of the two components of the Second Expansion
Space, corresponding changes effective August 15, 1996 were inadvertently
omitted; and
WHEREAS, Landlord and Tenant are entering into this Amendment No. Five to
correct the inadvertent reference to the "First Option Space" in Amendment No.
Three and the failure to adjust the August 15, 1996 Adjusted Items associated
with the early incorporation of the Second Expansion Space.
<PAGE>
NOW THEREFORE, Landlord and Tenant mutually agree as follows:
1. The above Recitals are incorporated into the text of this Amendment No.
Five as though fully set forth herein.
2. Section 1.H. of the Lease shall be deleted in its entirety and a Revised
Schedule of Base Rental attached to this Amendment No. Five as Exhibit A-1 shall
be inserted in lieu thereof.
3. Section 1.I. of the Lease shall be adjusted as follows:
<TABLE>
<CAPTION>
For the Period of Square Feet
- ----------------- -----------
<S> <C>
December 15, 1992 to
March 31, 1993 86,119
April 1, 1993 to
December 14, 1993 104,757
December 15, 1993 to
November 30, 1994 115,409
December 1, 1994 to
May 31, 1995 122,950
June 1, 1995 to
December 14, 1995 156,946
December 15, 1995 to
December 14, 2002 169,319
</TABLE>
4. Section 1.K. of the Lease shall be adjusted as follows:
<TABLE>
<CAPTION>
For the Period of Percentage Interest
- ----------------- -------------------
<S> <C>
December 15, 1992 to
March 31, 1993: .3483285
April 1, 1993 to
December 14, 1993 .4237143
</TABLE>
2
<PAGE>
December 15, 1993 to
November 30, 1994 .4667988
December 1, 1994 to
May 31, 1995 .4973001
June 1, 1995 to
December 14, 1995 .6348049
December 15, 1995 to
December 14, 2002 .6848504
5. Section 1.M. of the Lease shall be amended as follows:
1.M. Floor of Premises
-----------------
December 15, 1992 to March 31, 1993: Tenth Floor (24,500 r.s.f.), Ninth
Floor (24,582 r.s.f.), Eighth Floor (24,664 r.s.f.) and the southern half
of the Seventh Floor (12,373 r.s.f.)
April 1, 1993 to December 14, 1993: Tenth Floor (24,500 r.s.f.), Ninth
Floor (24,582 r.s.f.), Eighth Floor (24,664 r.s.f.), Seventh Floor (12,373
r.s.f.), Sixth Floor (17,283 r.s.f.), Fifth Floor (1,355 r.s.f.)
December 15, 1993 to November 30, 1994: Tenth Floor (24,500 r.s.f.), Ninth
Floor (24,582 r.s.f.), Eighth Floor (24,664 r.s.f.), Seventh Floor (12,373
r.s.f.), Sixth Floor (17,283 r.s.f.), Fifth Floor (1,355 r.s.f.), and
Second Floor (10,652 r.s.f.)
December 1, 1994 to May 31, 1995: Tenth Floor (24,500 r.s.f.), Ninth Floor
(24,582 r.s.f.), Eighth Floor (24,664 r.s.f.), Seventh Floor (12,373
r.s.f.), Sixth Floor (24,824 r.s.f.), Fifth Floor (1,355 r.s.f.), and
Second Floor (10,652 r.s.f.)
June 1, 1995 to December 14, 1995: Tenth Floor (24,500 r.s.f.), Ninth Floor
(24,582 r.s.f.), Eighth Floor (24,664 r.s.f.), Seventh Floor (12,373
r.s.f.), Sixth Floor (24,824 r.s.f.), Fifth Floor (1,355 r.s.f.), Third
Floor (25,027 r.s.f.), and Second Floor (19,621 r.s.f.)
December 15, 1995 to December 14, 2002: Tenth Floor (24,500 r.s.f.), Ninth
Floor (24,582 r.s.f.), Eighth Floor (24,664 r.s.f.), Seventh Floor (24,746
square feet), Sixth Floor (24,824 square feet), Fifth Floor (1,355 r.s.f.),
Third Floor (25,027 r.s.f.), and Second Floor (19,621 r.s.f.)
3
<PAGE>
6. The following shall be inserted as subparagraph (19) in Section 7A(1)
of the Lease as an additional exclusion from the definition of Expenses:
"Costs for any After-Hours HVAC provided by Landlord and paid for by
Tenant per Section 3A(1) of the Lease. Costs shall be defined as $10 per
hour for each Building Zone requiring After-Hours HVAC."
7. Except as provided in this Amendment No. Five, the Lease shall remain
in full force and effect and is hereby ratified and confirmed. To the extent
that any of the covenants, terms and conditions of the Lease conflict with the
covenants, terms and conditions of this Amendment No. Five, the covenants, terms
and conditions of this Amendment No. Five shall govern and control.
8. This Amendment No. Five to Office Lease is executed by LaSalle National
Trust, N.A., as successor trustee to LaSalle National Bank, not personally but
as Trustee, as aforesaid, in the exercise of the power and authority conferred
upon and vested in it as such Trustee and under the express direction of the
beneficiaries of a certain Trust Agreement dated May 28, 1986, and known as
Trust No. 111156, to all provisions of which Trust Agreement the Lease, as
amended, is expressly made subject. It is expressly understood and agreed that
nothing herein or in said Lease contained shall be construed as creating any
liability whatsoever against said Trustee personally, and in particular, without
limiting the generality of the foregoing, there shall be no personal liability
to pay any indebtedness accruing hereunder or to perform any covenant, either
express or implied, herein contained, or to keep, preserve or sequester any
property of said Trust; that all personal liability of said Trustee of every
sort, if any, is hereby expressly waived by said Lessee and by every person now
or hereafter claiming any right or security hereunder; and that, so far as said
Trustee is concerned, the owner of any indebtedness or liability accruing
hereunder shall look solely to the premises hereby leased for the payment
thereof. It is further understood and agreed that said Trustee has no agents or
employees and merely holds naked legal title to the property herein described;
that said Trustee has no control over and under the Lease, as amended, and
assumes no responsibility for (a) the management or control of such property;
(b) the upkeep, inspection, maintenance or repair of such property; (c) the
collection of rents or rental of such property; or (d) the conduct of any
business which is carried on upon such premises.
4
<PAGE>
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No.
Five to Office Lease on the day and in the year first above written.
LANDLORD: TENANT:
- --------- -------
LaSalle National Trust, N.A., Platinum Technology, Inc.,
not personally, but solely a Delaware corporation
as Trustee under Trust
Agreement dated May 28, 1986
and known as Trust No. 111156
By: By: /s/ Michael Cullinane
----------------------- -----------------------------
VICE PRESIDENT Michael Cullinane
Its: Executive Vice President and
Chief Financial Officer
----------------------------
ATTEST:
By: /s/ Arthur Anton
-----------------------------
Arthur Anton
Its: Director of Real Estate
----------------------------
5
<PAGE>
EXHIBIT A-1
PLATINUM technology, inc.
Monthly Base Rent Summary
Oakbrook Terrace Corporate Center III
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Space Name: Original Premises First Expansion Space First Option Space Initial 2nd Expansion Space
Amendment #: Original Lease Original Lease 1 1
Square Feet: 86,119 12,373 11,171 6,112
Description: 24,500 10th Floor 7th Floor 6th Floor 6th Floor
24,582 9th Floor
24,664 8th Floor
12,373 7th Floor
- --------------------------------------------------------------------------------------------------------------------------------
Rent Monthly Monthly Rent Monthly Rent Monthly
Rent/SF Abatement Rent Rent/SF Rent Rent/SF Abatement Rent Rent/SF Abatement Rent
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/15/92 $16.00 $16.00 0.00
1/1/93 $16.00 $16.00 0.00
2/1/93 $16.00 $16.00 0.00
3/1/93 $16.00 $16.00 0.00
4/1/93 $16.00 $16.00 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
5/1/93 $16.00 $16.00 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
6/1/93 $16.00 $16.00 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
7/1/93 $16.00 $16.00 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
8/1/93 $16.00 $16.00 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
9/1/93 $16.00 $16.00 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
10/1/93 $16.00 $16.00 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
11/1/93 $16.00 $16.00 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
12/1/93 $16.00 $16.00 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
12/15/93 $16.00 $16.40 0.00 $11.50 $11.50 0.00 $11.50 $11.50 0.00
- --------------------------------------------------------------------------------------------------------------------------------
1/1/94 $16.40 $16.40 0.00 $11.50 $ 4.91 6,137.68 $11.50 $11.50 0.00
2/1/94 $16.40 $16.40 0.00 $11.50 $ 4.91 6,137.68 $11.50 $11.50 0.00
3/1/94 $16.40 $16.40 0.00 $11.50 $ 4.91 6,137.68 $11.50 $11.50 0.00
4/1/94 $16.40 $16.40 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
5/1/94 $16.40 $16.40 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
6/1/94 $16.40 $16.40 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
7/1/94 $16.40 $16.40 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
8/1/94 $16.40 $16.40 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
9/1/94 $16.40 $16.40 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
10/1/94 $16.40 $16.40 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
11/1/94 $16.40 $16.40 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
12/1/94 $16.40 $16.40 0.00 $11.85 $ 4.91 2,916.90 $11.85 $11.85 0.00
12/15/94 $16.81 $16.81 0.00 $11.85 $ 4.91 3,541.95 $11.85 $11.85 0.00
- --------------------------------------------------------------------------------------------------------------------------------
1/1/95 $16.81 $16.81 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
2/1/95 $16.81 $16.81 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
3/1/95 $16.81 $16.81 0.00 $11.85 $ 4.91 6,458.85 $11.85 $11.85 0.00
4/1/95 $16.81 $16.81 0.00 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
5/1/95 $16.81 $16.81 0.00 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
6/1/95 $16.81 $16.81 0.00 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
7/1/95 $16.81 $16.81 0.00 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
8/1/95 $16.81 $16.81 0.00 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
9/1/95 $16.81 $16.81 0.00 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
10/1/95 $16.81 $16.81 0.00 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
11/1/95 $16.81 $ 7.84 64,340.46 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
12/1/95 $16.81 54,481.84 $12.21 $ 4.91 3,066.29 $12.21 2,808.56
12/15/95 $17.23 67,809.45 $17.23 9,742.41 $12.21 $ 4.91 3,723.36 $12.21 3,410.40
- --------------------------------------------------------------------------------------------------------------------------------
1/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
2/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
3/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.21 $ 4.91 6,789.65 $12.21 6,218.96
4/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.58 $ 4.91 7,130.37 $12.58 6,407.41
5/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.58 $ 4.91 7,130.37 $12.58 6,407.41
6/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.58 $ 4.91 7,130.37 $12.58 6,407.41
7/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.58 $ 4.91 7,130.37 $12.58 6,407.41
8/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.58 $ 4.91 7,130.37 $15.13 7,706.21
9/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.58 $ 4.91 7,130.37 $17.23 8,775.81
10/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.58 $ 4.91 7,130.37 $17.23 8,775.81
11/1/96 $17.23 123,652.53 $17.23 17,765.57 $12.58 $ 4.91 7,130.37 $17.23 8,775.81
12/1/96 $17.23 55,843.08 $17.23 8,023.16 $12.58 $ 4.91 3,220.17 $17.23 3,963.27
12/15/96 $17.66 69,501.74 $17.66 9,985.54 $12.58 $ 4.91 3,910.20 $17.66 4,932.65
- --------------------------------------------------------------------------------------------------------------------------------
1/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.58 $ 4.91 7,130.37 $17.66 8,994.83
2/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.58 $ 4.91 7,130.37 $17.66 8,994.83
3/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.58 $ 4.91 7,130.37 $17.66 8,994.83
4/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.94 $ 4.91 7,481.32 $17.66 8,994.83
5/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.94 $ 4.91 7,481.32 $17.66 8,994.83
6/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.94 $ 4.91 7,481.32 $17.66 8,994.83
7/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.94 $ 4.91 7,481.32 $17.66 8,994.83
8/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.94 $ 4.91 7,481.32 $17.66 8,994.83
9/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.94 $ 4.91 7,481.32 $17.66 8,994.83
10/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.94 $ 4.91 7,481.32 $17.66 8,994.83
11/1/97 $17.66 126,738.46 $17.66 18,208.93 $12.94 $ 4.91 7,481.32 $17.66 8,994,83
12/1/97 $17.66 57,236.72 $17.66 8,223.39 $12.94 $ 2.45 3,157.64 $17.66 8,994.83
12/15/97 $18.10 71,233.38 $18.10 10,234.33 $18.10 9,240.10 $18.10 5,055.54
- --------------------------------------------------------------------------------------------------------------------------------
1/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16,849.59 $18.10 9,218.93
2/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16,849.59 $18.10 9,218.93
3/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16,849.59 $18.10 9,218.93
4/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16,849.59 $18.10 9,218.93
5/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16,849.59 $18.10 9,218.93
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Space Name: 3rd Expansion Space 4th Expansion Space Balance 2nd Expansion Space
Amendment #: 1 2 3(5)
Square Feet: 1,355 10,652 7,541
Description: 5th Floor 2nd Floor 6th Floor
- -------------------------------------------------------------------------------------------------------------------------
Rent Monthly Rent Monthly Rent Monthly
Rent/SF Abatement Rent Rent/SF Abatement Rent Rent/SF Abatement Rent
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/15/92
1/1/93
2/1/93
3/1/93
4/1/93 $16.00 $16.00 0.00
5/1/93 $16.00 $16.00 0.00
6/1/93 $16.00 $16.00 0.00
7/1/93 $16.00 $16.00 0.00
8/1/93 $16.00 $16.00 0.00
9/1/93 $16.00 $16.00 0.00
10/1/93 $16.00 $16.00 0.00
11/1/93 $16.00 $16.00 0.00
12/1/93 $16.00 $16.00 0.00
12/15/93 $16.40 $16.40 0.00 $16.40 $16.40 00.00
- -------------------------------------------------------------------------------------------------------------------------
1/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
2/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
3/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
4/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
5/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
6/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
7/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
8/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
9/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
10/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
11/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00
12/1/94 $16.40 $16.40 0.00 $16.40 $16.40 00.00 $16.40 $16.40 0.00
12/15/94 $16.81 $16.81 0.00 $16.81 $16.81 00.00 $16.81 $16.81 0.00
- -------------------------------------------------------------------------------------------------------------------------
1/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 $16.81 $16.81 0.00
2/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 $16.81 $16.81 0.00
3/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 $14.04 8,822.97
4/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 $14.04 8,822.97
5/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 $14.04 8,822.97
6/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 $14.04 8,822.97
7/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 $14.04 8,822.97
8/1/95 $16.81 $16.81 0.00 $16.81 14,921.68 $14.04 8,822.97
9/1/95 $16.81 $16.81 0.00 $16.81 14,921.68 $14.04 8,822.97
10/1/95 $16.81 $16.81 0.00 $16.81 14,921.68 $14.04 8,822.97
11/1/95 $16.81 $16.81 0.00 $16.81 14,921.68 $14.04 8,822.97
12/1/95 $16.81 $16.81 0.00 $16.81 6,738.82 $14.04 3,984.57
12/15/95 $17.23 $17.23 0.00 $17.23 8,387.30 $14.46 4,983.14
- -------------------------------------------------------------------------------------------------------------------------
1/1/96 $17.23 $17.23 0.00 $17.23 15,294.50 $14.46 9,086.91
2/1/96 $17.23 $17.23 0.00 $17.23 15,294.50 $14.46 9,086.91
3/1/96 $17.23 $17.23 0.00 $17.23 15,294.50 $14.46 9,086.91
4/1/96 $17.23 1,945.55 $17.23 15,294.50 $14.46 9,086.91
5/1/96 $17.23 1,945.55 $17.23 15,294.50 $14.46 9,086.91
6/1/96 $17.23 1,945.55 $17.23 15,294.50 $14.46 9,086.91
7/1/96 $17.23 1,945.55 $17.23 15,294.50 $14.46 9,086.91
8/1/96 $17.23 1,945.55 $17.23 15,294.50 $14.46 9,086.91
9/1/96 $17.23 1,945.55 $17.23 15,294.50 $14.46 9,086.91
10/1/96 $17.23 1,945.55 $17.23 15,294.50 $14.46 9,086.91
11/1/96 $17.23 1,945.55 $17.23 15,294.50 $14.46 9,086.91
12/1/96 $17.23 878.64 $17.23 6,907.19 $14.46 4,103.76
12/15/96 $17.66 1,093,54 $17.66 8,596.62 $14.89 5,131.33
- -------------------------------------------------------------------------------------------------------------------------
1/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
2/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
3/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
4/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
5/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
6/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
7/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
8/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
9/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
10/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
11/1/97 $17.66 1,994.11 $17.66 15,676.19 $14.89 9,357.12
12/1/97 $17.66 900.57 $17.66 7,079.57 $14.89 4,225.80
12/15/97 $18.10 1,120.79 $18.10 8,810.81 $15.33 5,282.96
- -------------------------------------------------------------------------------------------------------------------------
1/1/98 $18.10 2,043.79 $18.10 16,066.77 $15.33 9,633.63
2/1/98 $18.10 2,043.79 $18.10 16,066.77 $15.33 9,633.63
3/1/98 $18.10 2,043.79 $18.10 16,066.77 $15.33 9,633.63
4/1/98 $18.10 2,043.79 $18.10 16,066.77 $15.33 9,633.63
5/1/98 $18.10 2,043.79 $18.10 16,066.77 $15.33 9,633.63
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Space Name: 5th Expansion Space 6th Expansion Space Totals
Amendment #: 3 4
Square Feet: 6,919 27,077 169,319
Description: 2nd Floor 25,027 3rd Floor
2,050 2nd Floor
- -------------------------------------------------------------------------------------------------
Total
Rent Monthly Rent Monthly From
Rent/SF Abatement Rent Rent/SF Abatement Rent Detail
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
12/15/92 0.00
1/1/93 0.00
2/1/93 0.00
3/1/93 0.00
4/1/93 0.00
5/1/93 0.00
6/1/93 0.00
7/1/93 0.00
8/1/93 0.00
9/1/93 0.00
10/1/93 0.00
11/1/93 0.00
12/1/93
12/15/93 0.00
- -------------------------------------------------------------------------------------------------
1/1/94 6,137.68
2/1/94 6,137.68
3/1/94 6,137.68
4/1/94 6,458.85
5/1/94 6,458.85
6/1/94 6,458.85
7/1/94 6,458.85
8/1/94 6,458.85
9/1/94 6,458.85
10/1/94 6,458.85
11/1/94 6,458.85
12/1/94
12/15/94 6,458.85
- -------------------------------------------------------------------------------------------------
1/1/95 6,458.85
2/1/95 6,458.85
3/1/95 15,281.82
4/1/95 21,831.58
5/1/95 21,831.58
6/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 21,831.58
7/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 21,831.58
8/1/95 $16.81 $16.81 0.00 $16.81 $16.81 00.00 36,753.26
9/1/95 $13.39 7,720.45 $16.81 37,930.36 82,404.07
10/1/95 $13.39 7,720.45 $16.81 37,930.36 82,404.07
11/1/95 $13.39 7,720.45 $16.81 37,930.36 146,744.53
12/1/95 $13.39 3,486.66 $16.81 17,129.84
12/15/95 $13.81 4,366.60 $17.23 21,320.23 215,439.47
- -------------------------------------------------------------------------------------------------
1/1/96 $13.81 7,962.62 $17.23 38,878.06 225,648.78
2/1/96 $13.81 7,962.62 $17.23 38,878.06 225,648.78
3/1/96 $13.81 7,962.62 $17.23 38,878.06 225,648.78
4/1/96 $13.81 7,962.62 $17.23 38,878.06 228,123.51
5/1/96 $13.81 7,962.62 $17.23 38,878.06 228,123.51
6/1/96 $13.81 7,962.62 $17.23 38,878.06 228,123.51
7/1/96 $13.81 7,962.62 $17.23 38,878.06 228,123.51
8/1/96 $13.81 7,962.62 $17.23 38,878.06 229,422.31
9/1/96 $13.81 7,962.62 $17.23 38,878.06 230,491.91
10/1/96 $13.81 7,962.62 $17.23 38,878.06 230,491.91
11/1/96 $13.81 7,962.62 $17.23 38,878.06 230,491.91
12/1/96 $13.81 3,596.02 $17.23 17,557.83
12/15/96 $14.24 4,502.56 $17.66 21,852.30 233,599.60
- -------------------------------------------------------------------------------------------------
1/1/97 $14.24 8,210.55 $17.66 39,848.32 236,158.88
2/1/97 $14.24 8,210.55 $17.66 39,848.32 236,158.88
3/1/97 $14.24 8,210.55 $17.66 39,848.32 236,158.88
4/1/97 $14.24 8,210.55 $17.66 39,848.32 236,509.83
5/1/97 $14.24 8,210.55 $17.66 39,848.32 236,509.83
6/1/97 $14.24 8,210.55 $17.66 39,848.32 236,509.83
7/1/97 $14.24 8,210.55 $17.66 39,848.32 236,509.83
8/1/97 $14.24 8,210.55 $17.66 39,848.32 236,509.83
9/1/97 $14.24 8,210.55 $17.66 39,848.32 236,509.83
10/1/97 $14.24 8,210.55 $17.66 39,848.32 236,509.83
11/1/97 $14.24 8,210.55 $17.66 39,848.32 236,509.83
12/1/97 $14.24 3,707.99 $17.66 17,996.01
12/15/97 $14.68 4,641.68 $18.10 22,396.76 244,606.21
- -------------------------------------------------------------------------------------------------
1/1/98 $14.68 8,464.24 $18.10 40,841.14 251,676.86
2/1/98 $14.68 8,464.24 $18.10 40,841.14 251,676.86
3/1/98 $14.68 8,464.24 $18.10 40,841.14 251,676.86
4/1/98 $14.68 8,464.24 $18.10 40,841.14 251,676.86
5/1/98 $14.68 8,464.24 $18.10 40,841.14 251,676.86
</TABLE>
<PAGE>
EXHIBIT A-1
PLATINUM technology, inc.
Monthly Base Rent Summary
Oakbrook Terrace Corporate Center III
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Space Name: Original Premises First Expansion Space First Option Space
Amendment # Original Lease Original Lease 1
Square Feet: 86,119 12,373 11,171
Description: 24,500 10th Floor 7th Floor 6th Floor
24,582 9th Floor
24,664 8th Floor
12,373 7th Floor
- -----------------------------------------------------------------------------------------------------
Rent Monthly Monthly Rent Monthly
Rent/SF Abatement Rent Rent/SF Rent Rent/SF Abatement Rent
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16,849.59
7/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16,849.59
8/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16.849.59
9/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16.849.59
10/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16.849.59
11/1/98 $18.10 129,896.16 $18.10 18,662.61 $18.10 16.849.59
12/1/98 $18.10 58,662.78 $18.10 8,428.27 $18.10 7,609.49
12/15/98 $18.56 73,043.73 $18.56 10,494.43 $18.56 9,474.93
- -----------------------------------------------------------------------------------------------------
1/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
2/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
3/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
4/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
5/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
6/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
7/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
8/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
9/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
10/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
11/1/99 $18.56 133,197.39 $18.56 19,136.91 $18.56 17,277.81
12/1/99 $18.56 60,153.66 $18.56 8,642.47 $18.56 7,802.88
12/15/99 $19.02 74,854.08 $19.02 10,754.53 $19.02 9,709.76
- -----------------------------------------------------------------------------------------------------
1/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
2/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
3/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
4/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
5/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
6/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
7/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
8/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
9/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
10/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
11/1/00 $19.02 136,498.62 $19.02 19,611.21 $19.02 17,706.04
12/1/00 $19.02 61,644.54 $19.02 8,856.67 $19.02 7,996.27
12/15/00 $19.50 76,743.14 $19.50 11,025.94 $19.50 9,954.80
- -----------------------------------------------------------------------------------------------------
1/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
2/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
3/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
4/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
5/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
6/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
7/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
8/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
9/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
10/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
11/1/01 $19.50 139,943.38 $19.50 20,106.13 $19.50 18,152.88
12/1/01 $19.50 63,200.23 $19.50 9,080.19 $19.50 8,198.07
12/15/01 $19.99 78,671.56 $19.99 11,303.00 $19.99 10,204.95
- -----------------------------------------------------------------------------------------------------
1/1/02 $19.99 143,459.90 $19.99 20.611.36 $19.99 18,609.02
2/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
2/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
4/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
5/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
6/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
7/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
8/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
9/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
10/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
11/1/02 $19.99 143,459.90 $19.99 20,611.36 $19.99 18,609.02
12/1/02 $19.99 64,788.34 $19.99 9,308.35 $19.99 8,404.08
=====================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Space Name: Initial 2nd Expansion Space 3rd Expansion Space 4th Expansion Space
Amendment # 1 1 2
Square Feet: 6,112 1,355 10,652
Description: 6th Floor 5th Floor 2nd Floor
- -----------------------------------------------------------------------------------------------------------------
Rent Monthly Rent Monthly Rent Monthly
Rent/SF Abatement Rent Rent/SF Abatement Rent Rent/SF Abatement Rent
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
6/1/98 $18.10 9,218.93 $18.10 2,043.79 $18.10 16,066.77
7/1/98 $18.10 9,218.93 $18.10 2,043.79 $18.10 16,066.77
8/1/98 $18.10 9,218.93 $18.10 2,043.79 $18.10 16,066.77
9/1/98 $18.10 9,218.93 $18.10 2,043.79 $18.10 16,066.77
10/1/98 $18.10 9,218.93 $18.10 2,043.79 $18.10 16,066.77
11/1/98 $18.10 9,218.93 $18.10 2,043.79 $18.10 16,066.77
12/1/98 $18.10 4,163.39 $18.10 923.00 $18.10 7,255.96
12/15/98 $18.56 5,184.03 $18.56 1,149.27 $18.56 9,034.73
- -----------------------------------------------------------------------------------------------------------------
1/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
2/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
3/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
4/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
5/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
6/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
7/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
8/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
9/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
10/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
11/1/99 $18.56 9,453.23 $18.56 2,095.73 $18.56 16,475.09
12/1/99 $18.56 4,269.20 $18.56 946.46 $18.56 7,440.36
12/15/99 $19.02 5,312.51 $19.02 1,177.76 $19.02 9,258.65
- -----------------------------------------------------------------------------------------------------------------
1/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
2/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
3/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
4/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
5/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
6/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
7/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
8/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
9/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
10/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
11/1/00 $19.02 9,687.52 $19.02 2,147.68 $19.02 16,883.42
12/1/00 $19.02 4,375.01 $19.02 969.92 $19.02 7,624.77
12/15/00 $19.50 5,446.58 $19.50 1,207.46 $19.50 9,492.31
- -----------------------------------------------------------------------------------------------------------------
1/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
2/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
3/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
4/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
5/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
6/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
7/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
8/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
9/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
10/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
11/1/01 $19.50 9,932.00 $19.50 2,201.88 $19.50 17,309.50
12/1/01 $19.50 4,485.42 $19.50 994.40 $19.50 7,817.19
12/15/01 $19.99 5,583.44 $19.99 1,237.82 $19.99 9,730.83
- -----------------------------------------------------------------------------------------------------------------
1/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
2/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
2/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
4/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
5/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
6/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
7/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
8/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
9/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
10/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
11/1/02 $19.99 10,181.75 $19.99 2,257.20 $19.99 17,744.46
12/1/02 $19.99 4,598.13 $19.99 1,019.38 $19.99 8,013.63
=================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Space Name: Balance 2nd Expansion Space 5th Expansion Space
Amendment # 3 (5) 3
Square Feet: 7,541 6,919
Description: 6th Floor 2nd Floor
- --------------------------------------------------------------------------------------------
Rent Monthly Rent Monthly
Rent/SF Abatement Rent Rent/SF Abatement Rent
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
6/1/98 $15.33 9,633.63 $14.68 8,464.24
7/1/98 $15.33 9,633.63 $14.68 8,464.24
8/1/98 $15.33 9,633.63 $14.68 8,464.24
9/1/98 $15.33 9,633.63 $14.68 8,464.24
10/1/98 $15.33 9,633.63 $14.68 8,464.24
11/1/98 $15.33 9,633.63 $14.68 8,464.24
12/1/98 $15.33 4,350.67 $14.68 3,822.56
12/15/98 $15.79 5,441.48 $15.14 4,787.13
- --------------------------------------------------------------------------------------------
1/1/99 $15.79 9,922.70 $15.14 8,729.47
2/1/99 $15.79 9,922.70 $15.14 8,729.47
3/1/99 $15.79 9,922.70 $15.14 8,729.47
4/1/99 $15.79 9,922.70 $15.14 8,729.47
5/1/99 $15.79 9,922.70 $15.14 8,729.47
6/1/99 $15.79 9,922.70 $15.14 8,729.47
7/1/99 $15.79 9,922.70 $15.14 8,729.47
8/1/99 $15.79 9,922.70 $15.14 8,729.47
9/1/99 $15.79 9,922.70 $15.14 8,729.47
10/1/99 $15.79 9,922.70 $15.14 8,729.47
11/1/99 $15.79 9,922.70 $15.14 8,729.47
12/1/99 $15.79 4,481.22 $15.14 3,942.34
12/15/99 $16.25 5,600.00 $15.60 4,932.58
- --------------------------------------------------------------------------------------------
1/1/00 $16.25 10,211.77 $15.60 8,994.70
2/1/00 $16.25 10,211.77 $15.60 8,994.70
3/1/00 $16.25 10,211.77 $15.60 8,994.70
4/1/00 $16.25 10,211.77 $15.60 8,994.70
5/1/00 $16.25 10,211.77 $15.60 8,994.70
6/1/00 $16.25 10,211.77 $15.60 8,994.70
7/1/00 $16.25 10,211.77 $15.60 8,994.70
8/1/00 $16.25 10,211.77 $15.60 8,994.70
9/1/00 $16.25 10,211.77 $15.60 8,994.70
10/1/00 $16.25 10,211.77 $15.60 8,994.70
11/1/00 $16.25 10,211.77 $15.60 8,994.70
12/1/00 $16.25 4,611.77 $15.60 4,062.12
12/15/00 $16.73 5,765.42 $16.08 5,084.35
- --------------------------------------------------------------------------------------------
1/1/01 $16.73 10,513.41 $16.08 9,271.46
2/1/01 $16.73 10,513.41 $16.08 9,271.46
3/1/01 $16.73 10,513.41 $16.08 9,271.46
4/1/01 $16.73 10,513.41 $16.08 9,271.46
5/1/01 $16.73 10,513.41 $16.08 9,271.46
6/1/01 $16.73 10,513.41 $16.08 9,271.46
7/1/01 $16.73 10,513.41 $16.08 9,271.46
8/1/01 $16.73 10,513.41 $16.08 9,271.46
9/1/01 $16.73 10,513.41 $16.08 9,271.46
10/1/01 $16.73 10,513.41 $16.08 9,271.46
11/1/01 $16.73 10,513.41 $16.08 9,271.46
12/1/01 $16.73 4,747.99 $16.08 4,187.11
12/15/01 $17.22 5,934.28 $16.57 5,239.28
- --------------------------------------------------------------------------------------------
1/1/02 $17.22 10,821.34 $16.57 9,553.99
2/1/02 $17.22 10,821.34 $16.57 9,553.99
3/1/02 $17.22 10,821.34 $16.57 9,553.99
4/1/02 $17.22 10,821.34 $16.57 9,553.99
5/1/02 $17.22 10,821.34 $16.57 9,553.99
6/1/02 $17.22 10,821.34 $16.57 9,553.99
7/1/02 $17.22 10,821.34 $16.57 9,553.99
8/1/02 $17.22 10,821.34 $16.57 9,553.99
9/1/02 $17.22 10,821.34 $16.57 9,553.99
10/1/02 $17.22 10,821.34 $16.57 9,553.99
11/1/02 $17.22 10,821.34 $16.57 9,553.99
12/1/02 $17.22 4,887.05 $16.57 4,314.70
============================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
Space Name: 6th Expansion Space Totals
Amendment # 4
Square Feet: 27,077 169,319
Description: 25,027 3rd Floor
2,050 2nd Floor
- -----------------------------------------------------------------
Total
Rent Monthly From
Rent/SF Abatement Rent Detail
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
6/1/98 $18.10 40,841.14 251,676.86
7/1/98 $18.10 40,841.14 251,676.86
8/1/98 $18.10 40,841.14 251,676.86
9/1/98 $18.10 40,841.14 251,676.86
10/1/98 $18.10 40,841.14 251,676.86
11/1/98 $18.10 40,841.14 251,676.86
12/1/98 $18.10 18,444.39
12/15/98 $18.56 22,965.95 255,236.20
- -----------------------------------------------------------------
1/1/99 $18.56 41,879.09 258,167.42
2/1/99 $18.56 41,879.09 258,167.42
3/1/99 $18.56 41,879.09 258,167.42
4/1/99 $18.56 41,879.09 258,167.42
5/1/99 $18.56 41,879.09 258,167.42
6/1/99 $18.56 41,879.09 258,167.42
7/1/99 $18.56 41,879.09 258,167.42
8/1/99 $18.56 41,879.09 258,167.42
9/1/99 $18.56 41,879.09 258,167.42
10/1/99 $18.56 41,879.09 258,167.42
11/1/99 $18.56 41,879.09 258,167.42
12/1/99 $18.56 18,913.14
12/15/99 $19.02 23,535.15 261,726.76
- -----------------------------------------------------------------
1/1/00 $19.02 42,917.05 264,657.99
2/1/00 $19.02 42,917.05 264,657.99
3/1/00 $19.02 42,917.05 264,657.99
4/1/00 $19.02 42,917.05 264,657.99
5/1/00 $19.02 42,917.05 264,657.99
6/1/00 $19.02 42,917.05 264,657.99
7/1/00 $19.02 42,917.05 264,657.99
8/1/00 $19.02 42,917.05 264,657.99
9/1/00 $19.02 42,917.05 264,657.99
10/1/00 $19.02 42,917.05 264,657.99
11/1/00 $19.02 42,917.05 264,657.99
12/1/00 $19.02 19,381.89
12/15/00 $19.50 24,129.10 268,372.08
- -----------------------------------------------------------------
1/1/01 $19.50 44,000,13 271,430.75
2/1/01 $19.50 44,000,13 271,430.75
3/1/01 $19.50 44,000,13 271,430.75
4/1/01 $19.50 44,000,13 271,430.75
5/1/01 $19.50 44,000,13 271,430.75
6/1/01 $19.50 44,000,13 271,430.75
7/1/01 $19.50 44,000,13 271,430.75
8/1/01 $19.50 44,000,13 271,430.75
9/1/01 $19.50 44,000,13 271,430.75
10/1/01 $19.50 44,000,13 271,430.75
11/1/01 $19.50 44,000,13 271,430.75
12/1/01 $19.50 19,871.02
12/15/01 $19.99 24,735.42 275,222.22
- -----------------------------------------------------------------
1/1/02 $19.99 45,105.77 278,344.61
2/1/02 $19.99 45,105.77 278,344.61
2/1/02 $19.99 45,105.77 278,344.61
4/1/02 $19.99 45,105.77 278,344.61
5/1/02 $19.99 45,105.77 278,344.61
6/1/02 $19.99 45,105.77 278,344.61
7/1/02 $19.99 45,105.77 278,344.61
8/1/02 $19.99 45,105.77 278,344.61
9/1/02 $19.99 45,105.77 278,344.61
10/1/02 $19.99 45,105.77 278,344.61
11/1/02 $19.99 45,105.77 278,344.61
12/1/02 $19.99 20,370.35 125,704.02
=================================================================
</TABLE>
<PAGE>
EXHIBIT 10.3
AMENDMENT NO. SIX TO
PLATINUM TECHNOLOGY, INC.
OFFICE LEASE
THIS AMENDMENT NO. SIX ("Amendment No. Six"), to that certain Oakbrook
Terrace Corporate Center, Phase III ("Building") Office lease dated May 6, 1992
("Base Lease"), as previously amended by Amendment No. One to Office lease dated
May 3, 1993, Amendment No. Two to Office Lease dated October 26, 1993,
Amendment No. Three to Office Lease dated December 22, 1994, Amendment No. Four
to Platinum Technology, Inc. Office Lease dated March 9, 1995 and Amendment No.
Five to Platinum Technology, Inc. Office Lease dated December 1, 1996, is made
by and between Oakbrook Terrace Corporate Center III LLC, a Delaware limited
liability company ("Landlord") and Platinum Technology, Inc., a Delaware
corporation ("Tenant"), as of the 30th day of April, 1997.
RECITALS:
--------
A. Pursuant to Section 28 of the Lease, Tenant has the right to lease
approximately 7,553 rentable square feet of space (the "Third Option Space") on
the fourth floor of the Building, effective on the Third Option Space
Commencement Date, as such term is defined in the Lease and hereinafter, and
Tenant has advised Landlord that it wishes to lease the Third Option Space as of
the Third Option Space Commencement Date, on the terms and conditions set forth
herein and in the Lease.
B. Pursuant to Section 29 of the Lease, Landlord has advised Tenant of the
availability of the following additional space in the Building:
(1) First Offer Space A - 32,132 rentable square feet of space,
consisting of (a) 24,400 rentable square feet on the first floor, (b) 3,792
rentable square feet on the lower level, and (c) 3,940 rentable square feet
on the lower level; and
(2) First Offer Space B - 9,015 rentable square feet on the fifth
floor; and
Tenant has advised Landlord that Tenant wishes to lease First Offer
Space A and First Offer Space B on the terms and conditions set forth
herein.
NOW, THEREFORE, Landlord and Tenant mutually agree as follows:
1. Incorporation of Recitals. The above Recitals are incorporated into the
text of this Amendnent No. Six as though fully set forth herein.
<PAGE>
2. Lease of Space; Effective Date. Landlord hereby leases to Tenant, and
Tenant leases from Landlord, the Third Option Space, the First Offer Space A and
the First Offer Space B, effective, with respect to each such space, on the
following dates:
(a) Third Option Space. Tenant has had access to the space
beginning March 1, 1997, and shall commence paying Rent as of July 1, 1997
(the "Third Option Space Commencement Date"), as provided in Section 28
of the Lease;
(b) First Offer Space A. Tenant has had access to the space
beginning April 1, 1997, and shall commence paying Rent as of July 1, 1997
(the "First Offer Space A Commencement Date") with respect to 12,200
rentable square feet on the first floor and with respect to all space on
the lower level, and as of the earlier to occur of (i) September 1, 1997 or
(ii) the date Tenant takes occupancy of First Offer Space A with respect to
the remaining 12,200 rentable square feet on the first floor;
(c) First Offer Space B. Tenant shall have access to the space
as of May 20, 1997, and shall commence paying Rent as of August 20, 1997
(the "First Offer Space B Commencement Date").
3. Base Rent. Base Rent for the Third Option Space, the First Offer Space
A and the First Offer Space B shall be paid in installments pursuant to Exhibit
A attached hereto.
4. Percentage Interest. The Tenant's Proportionate Share of the Building
as set forth in Section 1.K of the Lease is adjusted as follows:
For the Period Percentage Listed
-------------- -----------------
July 1, 1997 to August 19, 1997 .7960199*
August 20, 1997 to August 31, 1997 .8324832*
September 1, 1997 to December 14, 2002 .8818290
*Increases by .0493457 as of date Tenant commences occupancy of First Offer
Space A, if prior to September 1, 1997.
-2-
<PAGE>
5. Floors. Section 1.M. of the Lease is amended as follows:
July 1, 1997 to August 19 1997: Tenth Floor (24,500rsf)
Ninth Floor (24,582rsf)
Eighth Floor (24,664rsf)
Seventh Floor (24,746rsf)
Sixth Floor (24,824rsf)
Fifth Floor (1,355rsf)
Fourth Floor (7,553rsf)
Third Floor (25,027rsf)
Second Floor (19,621rsf)
First Floor (12,200rsf)
Lower Level (7,732rsf)
Total Space Occupied by Tenant 196,804 rsf*
August 20, 1997 to August 31, 1997: Tenth Floor (24,500rsf)
Ninth Floor (24,582rsf)
Eighth Floor (24,664rsf)
Seventh Floor (24,746rsf)
Sixth Floor (24,824rsf)
Fifth Floor (10,370rsf)
Fourth Floor (7,553rsf)
Third Floor (25,027rsf)
Second Floor (19,621rsf)
First Floor (12,200rsf)
Lower Level (7,732rsf)
Total Space Occupied by Tenant 205,819 rsf*
*This figure increases by 12,200rsf if Tenant commences occupancy of First
Offer Space A prior to September 1, 1997.
September 1, 1997 to December 14, 2002: Tenth Floor (24,500rsf)
Ninth Floor (24,582rsf)
Eighth Floor (24,664rsf)
Seventh Floor (24,746rsf)
Sixth Floor (24,824rsf)
Fifth Floor (10,370rsf)
Fourth Floor (7,553rsf)
Third Floor (25,027rsf)
Second Floor (19,621rsf)
First Floor (12,400rsf)
Lower Level (7,732rsf)
Total Space Occupied by Tenant 218,019 rsf*
- 3 -
<PAGE>
6. Tenant Improvements. All Improvements associated with the Third Option
Space, the First Offer Space A and the First Offer Space B shall be performed
and constructed by Tenant, at its sole cost and expense, pursuant to Section 38
of the Lease, except that:
(a) Notwithstanding anything contained in the Lease to the contrary,
Tenant shall be entitled to a construction allowance for the Third Option
Space, the First Offer Space A and the First Offer Space B of Eight Hundred
Seventy-Six Thousand, Six Hundred Dollars ($876,600.00) ($18.00 per
rentable square foot); and
(b) To the extent that Tenant does not utilize the full $18.00 per rsf
construction allowance on any of the Third Option Space, the First Offer
Space A and the First Offer Space B, respectively, Tenant shall have the
right to utilize such unused portion of said construction allowance on any
other of the spaces added to the Lease pursuant to this Amendment No. Six;
and
(c) Except for the construction allowance referred to in Section 6(a)
above, there shall be no other allowance or credit to Tenant with respect
to the Tenant Improvements to be undertaken by Tenant in the Third Option
Space, the First Offer Space A and the First Offer Space B.
7. Occupancy by Current Tenants. Tenant acknowledges that Landlord's
ability to deliver possession of the First Offer Space B on the date provided
for herein is dependent upon the vacation of such space on or before said date
by the tenant currently occupying such space. In the event that such current
tenant does not vacate the First Offer Space B by the date provided for herein,
Tenant's obligation hereunder with respect to such space shall remain in full
force and effect, except that the date upon which (a) Landlord is required to
deliver possession, (b) the date such space is to be incorporated into the
Premises and (c) the date upon which Rent is to begin, shall be extended one (1)
day for each day of delay in delivering possession as provided herein to Tenant.
8. Credits, Abatements. Notwithstanding anything contained in the Lease,
as amended from time to time, to the contrary, the only credits, abatements or
allowances to which Tenant shall be entitled with respect to the Third Option
Space, the First Offer Space A and the First Offer Space B shall be those set
forth in this Amendment No. Six.
9. Brokerage. Landlord and Tenant mutually represent and warrant to each
other that, except for Mesirow Stein Real Estate Inc. ("Tenant's Broker") and
Spaulding and Slye Services Limited Partnership ("Landlord's Broker"), neither
Landlord nor Tenant has dealt with any real estate broker, sales person or
finder in connection with this Lease Amendment No. Six, or showed the Third
Option Space, the First Offer Space A or the First Offer Space B to Tenant.
Landlord and Tenant mutually agree to indemnify, defend and hold harmless the
other party and its officers, directors, partners and employees, from and
against any and all claims, demands, liabilities, actions, damages, costs and
expenses (including attorneys' fees) for brokerage commissions or fees arising
out of a breach of such representation and warranty. Unless otherwise agreed by
the parties, Landlord shall be responsible for the payment of all
- 4 -
<PAGE>
commissions to Tenant's Broker and Landlord's Broker, based upon the leasing
commission policy of Landlord applicable to the building and in effect as of the
date of this Lease.
10. Ratification. Except as provided in this Amendment No. Six, the Lease
shall remain in full force and effect and is hereby ratified and confirmed. To
the extent that any of the covenants, terms and conditions of the Lease conflict
with the covenants, terms and conditions of this Amendment No. Six, the
covenants, terms and conditions of this Amendment No. Six shall govern and
control.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No.
Six to Office Lease on the day and in the year first above written.
LANDLORD:
OAKBROOK TERRACE CORPORATE CENTER III LLC
By: Spaulding and Slye Services Limited
Partnership, Manager
By: /s/ Peter A. Bailey 6/30/97
------------------------------------
Peter A. Bailey, Vice President
ATTEST: TENANT:
PLATINUM TECHNOLOGY, INC.
By: /s/ R. W. Powell
/s/ Larry S. Freedman ------------------------------------
- ------------------------ Its: V.P. Real Estate
Its: Assistant Secretary ------------------------------------
- 5 -
<PAGE>
EXHIBIT A-1
This worksheet is intended solely as a reference guide. All terms as outlined
in the accompanying lease amendment #6 and the terms outlined in the Base Lease
shall govern.
PLATINUM technology, inc.
Monthly Base Rent Summary
Oakbrook Terrace Corporate Center III
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Space Name: Original Premises First Expansion Space First Option Space
Amendment # Original Lease Original Lease 1
Square Feet: 86,119 12,373 11,171
Description: 24,500 10th Floor 7th Floor 6th Floor
24,582 9th Floor
24,664 8th Floor
12,373 7th Floor
- --------------------------------------------------------------------------------------------------------------------
Rent Monthly Rent Monthly Rent Monthly
Rent/SF Abatement Rent Rent/SF Abatement Rent Rent/SF Abatement Rent
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/15/92 16.00 16.00 0.00
01/01/93 16.00 16.00 0.00
02/01/93 16.00 16.00 0.00
03/01/93 16.00 16.00 0.00
04/01/93 16.00 16.00 0.00 11.50 11.50 0.00
05/01/93 16.00 16.00 0.00 11.50 11.50 0.00
06/01/93 16.00 16.00 0.00 11.50 11.50 0.00
07/01/93 16.00 16.00 0.00 11.50 11.50 0.00
08/01/93 16.00 16.00 0.00 11.50 11.50 0.00
09/01/93 16.00 16.00 0.00 11.50 11.50 0.00
10/01/93 16.00 16.00 0.00 11.50 11.50 0.00
11/01/93 16.00 16.00 0.00 11.50 11.50 0.00
12/1/93 16.00 16.00 0.00 11.50 11.50 0.00
12/15/93 16.40 16.40 0.00 11.50 11.50 0.00
- --------------------------------------------------------------------------------------------------------------------
01/01/94 16.40 16.40 0.00 11.50 4.91 6,137.68
02/01/94 16.40 16.40 0.00 11.50 4.91 6,137.68
03/01/94 16.40 16.40 0.00 11.50 4.91 6,137.68
04/01/94 16.40 16.40 0.00 11.85 4.91 6,458.85
05/01/94 16.40 16.40 0.00 11.85 4.91 6,458.85
06/01/94 16.40 16.40 0.00 11.85 4.91 6,458.85
07/01/94 16.40 16.40 0.00 11.85 4.91 6,458.85
08/01/94 16.40 16.40 0.00 11.85 4.91 6,458.85
09/01/94 16.40 16.40 0.00 11.85 4.91 6,458.85
10/01/94 16.40 16.40 0.00 11.85 4.91 6,458.85
11/01/94 16.40 16.40 0.00 11.85 4.91 6,458.85
12/1/94 16.40 16.40 0.00 11.85 4.91 2,916.90
12/15/94 16.81 16.81 0.00 11.85 4.91 3,541.95
- --------------------------------------------------------------------------------------------------------------------
01/01/95 16.81 16.81 0.00 11.85 4.91 6,458.85
02/01/95 16.81 16.81 0.00 11.85 4.91 6,458.85
03/01/95 16.81 16.81 0.00 11.85 4.91 6,458.85
04/01/95 16.81 16.81 0.00 12.20 4.91 6,789.65
05/01/95 16.81 16.81 0.00 12.20 4.91 6,789.65
06/01/95 16.81 16.81 0.00 12.20 4.91 6,789.65
07/01/95 16.81 16.81 0.00 12.20 4.91 6,789.65
08/01/95 16.81 16.81 0.00 12.20 4.91 6,789.65
09/01/95 16.81 16.81 0.00 12.20 4.91 6,789.65
10/01/95 16.81 16.81 0.00 12.20 4.91 6,789.65
11/01/95 16.81 7.84 64,340.46 12.20 4.91 6,789.65
12/1/95 16.81 54,481.84 12.20 4.91 3,066.29
12/15/95 17.23 67,809.45 17.23 9,742.41 12.20 4.91 3,723.36
- --------------------------------------------------------------------------------------------------------------------
01/01/96 17.23 123,652.53 17.23 17,765.57 12.20 4.91 6,789.65
02/01/96 17.23 123,652.53 17.23 17,765.57 12.20 4.91 6,789.65
03/01/96 17.23 123,652.53 17.23 17,765.57 12.20 4.91 6,789.65
04/01/96 17.23 123,652.53 17.23 17,765.57 12.57 4.91 7,130.37
05/01/96 17.23 123,652.53 17.23 17,765.57 12.57 4.91 7,130.37
06/01/96 17.23 123,652.53 17.23 17,765.57 12.57 4.91 7,130.37
07/01/96 17.23 123,652.53 17.23 17,765.57 12.57 4.91 7,130.37
08/01/96 17.23 123,652.53 17.23 17,765.57 12.57 4.91 7,130.37
09/01/96 17.23 123,652.53 17.23 17,765.57 12.57 4.91 7,130.37
10/01/96 17.23 123,652.53 17.23 17,765.57 12.57 4.91 7,130.37
11/01/96 17.23 123,652.53 17.23 17,765.57 12.57 4.91 7,130.37
12/1/96 17.23 55,843.08 17.23 8,023.16 12.57 4.91 3,220.17
12/15/96 17.66 69,501.74 17.66 9,985.54 12.57 4.91 3,910.20
- --------------------------------------------------------------------------------------------------------------------
01/01/97 17.66 126,738.46 17.66 18,208.93 12.57 4.91 7,130.37
02/01/97 17.66 126,738.46 17.66 18,208.93 12.57 4.91 7,130.37
03/01/97 17.66 126,738.46 17.66 18,208.93 12.57 4.91 7,130.37
04/01/97 17.66 126,738.46 17.66 18,208.93 12.94 4.91 7,481.32
05/01/97 17.66 126,738.46 17.66 18,208.93 12.94 4.91 7,481.32
06/01/97 17.66 126,738.46 17.66 18,208.93 12.94 4.91 7,481.32
07/01/97 17.66 126,738.46 17.66 18,208.93 12.94 4.91 7,481.32
08/01/97 17.66 126,738.46 17.66 18,208.93 12.94 4.91 7,481.32
09/01/97 17.66 126,738.46 17.66 18,208.93 12.94 4.91 7,481.32
10/01/97 17.66 126,738.46 17.66 18,208.93 12.94 4.91 7,481.32
11/01/97 17.66 126,738.46 17.66 18,208.93 12.94 4.91 7,481.32
12/1/97 17.66 57,236.72 17.66 8,223.39 12.94 2.45 3,157.64
12/15/97 18.10 71,233.38 18.10 10,234.33 18.10 9,240.10
- --------------------------------------------------------------------------------------------------------------------
01/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
02/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
03/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
04/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
05/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
06/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
07/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
08/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
09/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
10/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Space Name: Initial 2nd Expansion Space 3rd Expansion Space 4th Expansion Space
Amendment # 1 1 2
Square Feet: 6,112 1,355 10,652
Description: 6th Floor 5th Floor 2nd Floor
- --------------------------------------------------------------------------------------------------------------------
Rent Monthly Rent Monthly Monthly
Rent/SF Abatement Rent Rent/SF Abatement Rent Rent/SF Abatement Rent
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/15/92
01/01/93
02/01/93
03/01/93
04/01/93 11.50 11.50 0.00 16.00 16.00 0.00
05/01/93 11.50 11.50 0.00 16.00 16.00 0.00
06/01/93 11.50 11.50 0.00 16.00 16.00 0.00
07/01/93 11.50 11.50 0.00 16.00 16.00 0.00
08/01/93 11.50 11.50 0.00 16.00 16.00 0.00
09/01/93 11.50 11.50 0.00 16.00 16.00 0.00
10/01/93 11.50 11.50 0.00 16.00 16.00 0.00
11/01/93 11.50 11.50 0.00 16.00 16.00 0.00
12/1/93 11.50 11.50 0.00 16.00 16.00 0.00
12/15/93 11.50 11.50 0.00 16.40 16.40 0.00 16.40 16.40 0.00
- --------------------------------------------------------------------------------------------------------------------
01/01/94 11.50 11.50 0.00 16.40 16.40 0.00 16.40 16.40 0.00
02/01/94 11.50 11.50 0.00 16.40 16.40 0.00 16.40 16.40 0.00
03/01/94 11.50 11.50 0.00 16.40 16.40 0.00 16.40 16.40 0.00
04/01/94 11.85 11.85 0.00 16.40 16.40 0.00 16.40 16.40 0.00
05/01/94 11.85 11.85 0.00 16.40 16.40 0.00 16.40 16.40 0.00
06/01/94 11.85 11.85 0.00 16.40 16.40 0.00 16.40 16.40 0.00
07/01/94 11.85 11.85 0.00 16.40 16.40 0.00 16.40 16.40 0.00
08/01/94 11.85 11.85 0.00 16.40 16.40 0.00 16.40 16.40 0.00
09/01/94 11.85 11.85 0.00 16.40 16.40 0.00 16.40 16.40 0.00
10/01/94 11.85 11.85 0.00 16.40 16.40 0.00 16.40 16.40 0.00
11/01/94 11.85 11.85 0.00 16.40 16.40 0.00 16.40 16.40 0.00
12/1/94 11.85 11.85 0.00 16.40 16.40 0.00 16.40 16.40 0.00
12/15/94 11.85 11.85 0.00 16.81 16.81 0.00 16.81 16.81 0.00
- --------------------------------------------------------------------------------------------------------------------
01/01/95 11.85 11.85 0.00 16.81 16.81 0.00 16.81 16.81 0.00
02/01/95 11.85 11.85 0.00 16.81 16.81 0.00 16.81 16.81 0.00
03/01/95 11.85 11.85 0.00 16.81 16.81 0.00 16.81 16.81 0.00
04/01/95 12.21 6,218.96 16.81 16.81 0.00 16.81 16.81 0.00
05/01/95 12.21 6,218.96 16.81 16.81 0.00 16.81 16.81 0.00
06/01/95 12.21 6,218.96 16.81 16.81 0.00 16.81 16.81 0.00
07/01/95 12.21 6,218.96 16.81 16.81 0.00 16.81 16.81 0.00
08/01/95 12.21 6,218.96 16.81 16.81 0.00 16.81 14,921.68
09/01/95 12.21 6,218.96 16.81 16.81 0.00 16.81 14,921.68
10/01/95 12.21 6,218.96 16.81 16.81 0.00 16.81 14,921.68
11/01/95 12.21 6,218.96 16.81 16.81 0.00 16.81 14,921.68
12/1/95 12.21 2,808.56 16.81 16.81 0.00 16.81 6,738.82
12/15/95 12.21 3,410.40 17.23 17.23 0.00 17.23 8,387.30
- --------------------------------------------------------------------------------------------------------------------
01/01/96 12.21 6,218.96 17.23 17.23 0.00 17.23 15,294.50
02/01/96 12.21 6,218.96 17.23 17.23 0.00 17.23 15,294.50
03/01/96 12.21 6,218.96 17.23 17.23 0.00 17.23 15,294.50
04/01/96 12.58 6,407.41 17.23 1,945.55 17.23 15,294.50
05/01/96 12.58 6,407.41 17.23 1,945.55 17.23 15,294.50
06/01/96 12.58 6,407.41 17.23 1,945.55 17.23 15,294.50
07/01/96 12.58 6,407.41 17.23 1,945.55 17.23 15,294.50
08/01/96 15.13 7,706.21 17.23 1,945.55 17.23 15,294.50
09/01/96 17.23 8,775.81 17.23 1,945.55 17.23 15,294.50
10/01/96 17.23 8,775.81 17.23 1,945.55 17.23 15,294.50
11/01/96 17.23 8,775.81 17.23 1,945.55 17.23 15,294.50
12/1/96 17.23 3,963.27 17.23 878.64 17.23 6,907.19
12/15/96 17.66 4,932.65 17.66 1,093.54 17.66 8,596.62
- --------------------------------------------------------------------------------------------------------------------
01/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
02/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
03/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
04/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
05/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
06/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
07/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
08/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
09/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
10/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
11/01/97 17.66 8,994.83 17.66 1,994.11 17.66 15,676.19
12/1/97 17.66 4,062.18 17.66 900.57 17.66 7,079.57
12/15/97 18.10 5,055.54 18.10 1,120.79 18.10 8,810.81
- --------------------------------------------------------------------------------------------------------------------
01/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
02/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
03/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
04/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
05/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
06/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
07/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
08/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
09/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
10/01/98 18.10 9,218.93 18.10 2,043.79 18.10 16,066.77
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Space Name: Balance 2nd Expansion Space 5th Expansion Space 6th Expansion Space
Amendment # 3 (5) 3 4
Square Feet: 7,541 6,919 27,077
Description: 6th Floor 2nd Floor 25,027 3rd Floor
2,050 2nd Floor
- --------------------------------------------------------------------------------------------------------------------
Monthly Monthly Rent Monthly
Rent/SF Abatement Rent Rent/SF Abatement Rent Rent/SF Abatement Rent
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/15/92
01/01/93
02/01/93
03/01/93
04/01/93
05/01/93
06/01/93
07/01/93
08/01/93
09/01/93
10/01/93
11/01/93
12/1/93
12/15/93
- --------------------------------------------------------------------------------------------------------------------
01/01/94
02/01/94
03/01/94
04/01/94
05/01/94
06/01/94
07/01/94
08/01/94
09/01/94
10/01/94
11/01/94
12/1/94 16.40 16.40 0.00
12/15/94 16.81 16.81 0.00
- --------------------------------------------------------------------------------------------------------------------
01/01/95 16.81 16.81 0.00
02/01/95 16.81 16.81 0.00
03/01/95 14.04 8,822.97
04/01/95 14.04 8,822.97
05/01/95 14.04 8,822.97
06/01/95 14.04 8,822.97 16.81 16.81 0.00 16.81 16.81 0.00
07/01/95 14.04 8,822.97 16.81 16.81 0.00 16.81 16.81 0.00
08/01/95 14.04 8,822.97 16.81 16.81 0.00 16.81 16.81 0.00
09/01/95 14.04 8,822.97 13.39 7,720.45 16.81 37,930.36
10/01/95 14.04 8,822.97 13.39 7,720.45 16.81 37,930.36
11/01/95 14.04 8,822.97 13.39 7,720.45 16.81 37,930.36
12/1/95 14.04 3,984.57 13.39 3,486.66 16.81 17,129.84
12/15/95 14.46 4,983.14 13.81 4,366.60 17.23 21,320.23
- --------------------------------------------------------------------------------------------------------------------
01/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
02/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
03/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
04/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
05/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
06/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
07/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
08/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
09/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
10/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
11/01/96 14.46 9,086.91 13.81 7,962.62 17.23 38,878.06
12/1/96 14.46 4,103.76 13.81 3,596.02 17.23 17,557.83
12/15/96 14.89 5,131.33 14.24 4,502.56 17.66 21,852.30
- --------------------------------------------------------------------------------------------------------------------
01/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
02/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
03/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
04/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
05/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
06/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
07/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
08/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
09/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
10/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
11/01/97 14.89 9,357.12 14.24 8,210.55 17.66 39,848.32
12/1/97 14.89 4,225.80 14.24 3,707.99 17.66 17,996.01
12/15/97 15.33 5,282.96 14.68 4,641.68 18.10 22,396.76
- --------------------------------------------------------------------------------------------------------------------
01/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
02/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
03/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
04/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
05/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
06/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
07/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
08/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
09/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
10/01/98 15.33 9,633.63 14.68 8,464.24 18.10 40,841.14
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Space Name: Third Option Space First Offer Space A First Offer Space B Totals
Amendment # 6 6 6
Square Feet: 7,553 32,132 9,015 218,019
Description: 4th Floor 24,400 1st Floor 5th Floor
3,792 LL Fitness Ctr.
3,940 LL Conference Ctr.
- ---------------------------------------------------------------------------------------------------------------------------------
Rent Monthly Rent Monthly Rent Monthly Total From
Rent/SF Abatement Rent Rent/SF Abatement Rent Rent/SF Abatement Rent Detail
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/15/92 0.00
01/01/93 0.00
02/01/93 0.00
03/01/93 0.00
04/01/93 0.00
05/01/93 0.00
06/01/93 0.00
07/01/93 0.00
08/01/93 0.00
09/01/93 0.00
10/01/93 0.00
11/01/93 0.00
12/1/93 0.00
12/15/93
- ---------------------------------------------------------------------------------------------------------------------------------
01/01/94 6,137.68
02/01/94 6,137.68
03/01/94 6,137.68
04/01/94 6,458.85
05/01/94 6,458.85
06/01/94 6,458.85
07/01/94 6,458.85
08/01/94 6,458.85
09/01/94 6,458.85
10/01/94 6,458.85
11/01/94 6,458.85
12/1/94 6,458.85
12/15/94
- ---------------------------------------------------------------------------------------------------------------------------------
01/01/95 6,458.85
02/01/95 6,458.85
03/01/95 15,281.82
04/01/95 21,831.58
05/01/95 21,831.58
06/01/95 21,831.58
07/01/95 21,831.58
08/01/95 36,753.26
09/01/95 82,404.07
10/01/95 82,404.07
11/01/95 146,744.53
12/1/95 215,439.47
12/15/95
- ---------------------------------------------------------------------------------------------------------------------------------
01/01/96 225,648.78
02/01/96 225,648.78
03/01/96 225,648.78
04/01/96 228,123.51
05/01/96 228,123.51
06/01/96 228,123.51
07/01/96 228,123.51
08/01/96 229,422.31
09/01/96 230,491.91
10/01/96 230,491.91
11/01/96 230,491.91
12/1/96 233,599.60
12/15/96
- ---------------------------------------------------------------------------------------------------------------------------------
01/01/97 236,158.88
02/01/97 236,158.88
03/01/97 236,158.88
04/01/97 236,509.83
05/01/97 236,509.83
06/01/97 236,509.83
07/01/97 17.66 11,115.50 17.66 29,333.26 276,958.59
08/01/97 17.66 11,115.50 17.66 29,333.26 17.66 5,135.64 282,094.23
09/01/97 17.66 11,115.50 17.66 47,287.59 17.66 13,267.08 308,180.00
10/01/97 17.66 11,115.50 17.66 47,287.59 17.66 13,267.08 308,180.00
11/01/97 17.66 11,115.50 17.66 47,287.59 17.66 13,267.08 308,180.00
12/1/97 17.66 5,019.90 17.66 21,355.69 17.66 5,991.58 317,255.61
12/15/97 18.10 6,247.47 18.10 26,578.00 18.10 7,456.76
- ---------------------------------------------------------------------------------------------------------------------------------
01/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
02/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
03/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
04/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
05/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
06/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
07/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
08/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
09/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
10/01/98 18.10 11,392.44 18.10 48,465.77 18.10 13,597.63 325,132.70
</TABLE>
<PAGE>
EXHIBIT A-1
PLATINUM technology, inc.
Monthly Base Rent Summary
Oakbrook Terrace Corporate Center III
This worksheet is intended solely as a reference guide. All terms as outlined in
the accompanying lease amendment #6 and the terms outlined in the Base Lease
shall govern.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Space Name: Original Premises First Expansion Space First Option Space Initial 2nd Expansion Space
Amendment # Original Lease Original Lease 1 1
Square Feet: 86,119 12,373 11,171 6,112
Description: 24,500 10th Floor 7th Floor 6th Floor 6th Floor
24,582 9th Floor
24,664 8th Floor
12,373 7th Floor
11/01/98 18.10 129,896.16 18.10 18,662.61 18.10 16,849.59 18.10 9,218.93
12/01/98 18.10 58,662.78 18.10 8,428.27 18.10 7,609.49 18.10 4,163.39
12/15/98 18.56 73,043.73 18.56 10,494.43 18.56 9,474.93 18.56 5,184.03
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
02/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
03/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
04/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
05/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
06/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
07/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
08/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
09/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
10/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
11/01/99 18.56 133,197.39 18.56 19,136.91 18.56 17,277.81 18.56 9,453.23
12/01/99 18.56 60,153.66 18.56 8,642.47 18.56 7,802.88 18.56 4,269.20
12/15/99 19.02 74,854.08 19.02 10,754.53 19.02 9,709.76 19.02 5,312.51
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
02/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
03/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
04/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
05/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
06/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
07/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
08/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
09/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
10/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
11/01/00 19.02 136,498.62 19.02 19,611.21 19.02 17,706.04 19.02 9,687.52
12/01/00 19.02 61,644.54 19.02 8,856.67 19.02 7,996.27 19.02 4,375.01
12/15/00 19.50 76,743.14 19.50 11,025.94 19.50 9,954.80 19.50 5,446.58
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
02/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
03/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
04/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
05/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
06/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
07/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
08/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
09/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
10/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
11/01/01 19.50 139,943.38 19.50 20,106.13 19.50 18,152.88 19.50 9,932.00
12/01/01 19.50 63,200.23 19.50 9,080.19 19.50 8,198.07 19.50 4,485.42
12/15/01 19.99 78,671.56 19.99 11,303.00 19.99 10,204.95 19.99 5,583.44
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
02/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
02/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
04/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
05/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
06/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
07/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
08/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
09/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
10/01/92 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
11/01/02 19.99 143,459.90 19.99 20,611.36 19.99 18,609.02 19.99 10,181.57
12/01/02 19.99 64,788.34 19.99 9,308.35 19.99 8,404.08 19.99 4,598.13
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Space Name: 3rd Expansion Space 4th Expansion Space Balance 2nd Expansion Space
Amendment # 1 2 3 (5)
Square Feet: 1,355 10,652 7,541
Description: 5th Floor 2nd Floor 6th Floor
<S> <C> <C> <C>
11/01/98 18.10 2,043.79 18.10 16,066.77 15.33 9,633.63
12/01/98 18.10 923.00 18.10 7,255.96 15.33 4,350.67
12/15/98 18.56 1,149.27 18.56 9,034.73 15.79 5,441.48
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
02/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
03/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
04/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
05/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
06/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
07/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
08/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
09/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
10/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
11/01/99 18.56 2,095.73 18.56 16,475.09 15.79 9,922.70
12/01/99 18.56 946.46 18.56 7,440.36 15.79 4,481.22
12/15/99 19.02 1,777.76 19.02 9,258.65 16.25 5,600.00
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
02/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
03/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
04/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
05/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
06/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
07/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
08/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
09/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
10/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
11/01/00 19.02 2,147.68 19.02 16,883.42 16.25 10,211.77
12/01/00 19.02 969.92 19.02 7,624.77 16.25 4,611.77
12/15/00 19.50 1,207.48 19.50 9,492.31 16.73 5,765.42
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
02/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
03/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
04/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
05/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
06/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
07/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
08/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
09/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
10/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
11/01/01 19.50 2,201.88 19.50 17,309.50 16.73 10,513.41
12/01/01 19.50 994.40 19.50 7,817.19 16.73 4,747.99
12/15/01 19.99 1,237.82 19.99 9,730.83 17.22 5,934.28
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
02/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
02/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
04/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
05/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
06/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
07/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
08/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
09/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
10/01/92 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
11/01/02 19.99 2,257.20 19.99 17,744.46 17.22 10,821.34
12/01/02 19.99 1,019.38 19.99 8,013.63 17.22 4,887.05
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Space Name: 5th Expansion Space 6th Expansion Space Third Option Space
Amendment # 3 4 3 (5)
Square Feet: 6,919 27,077 7,553
Description: 2nd Floor 25,027 3rd Floor 4th Floor
2,050 2nd Floor
<S> <C> <C> <C>
11/01/98 14.68 8,464.24 18.10 40,841.14 18.10 11.392.44
12/01/98 14.68 3,822.56 18.10 18,444.39 18.10 5,144.97
12/15/98 15.14 4,787.13 18.56 22,965.95 18.56 6,406.24
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
02/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
03/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
04/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
05/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
06/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
07/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
08/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
09/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
10/01/99 15.14 8,729.47 18.56 41,879.09 18.56 11.681.97
11/01/99 15.14 8,729.47 18.56 41,879.09 18.56 5,275.73
12/01/99 15.14 3,942.34 18.56 18,913.14 19.02 6,565.02
12/15/99 15.60 4,932.58 19.02 23,535.15
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
02/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
03/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
04/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
05/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
06/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
07/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
08/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
09/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
10/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
11/01/00 15.60 8,994.70 19.02 42,917.05 19.02 11,971.51
12/01/00 15.60 4,062.12 19.02 19,381.89 19.02 5,406,49
12/15/00 16.08 5,084.35 19.50 24,129.10 19.50 6,730.70
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
02/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
03/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
04/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
05/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
06/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
07/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
08/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
09/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
10/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
11/01/01 16.08 9,271.46 19.50 44,000.13 19.50 12,273.63
12/01/01 16.08 4,187.11 19.50 19,871.02 19.50 5,542.93
12/15/01 16.57 5,239.28 19.99 24,735.42 19.99 6,899.83
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
02/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
02/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
04/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
05/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
06/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
07/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
08/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
09/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
10/01/92 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
11/01/02 16.57 9,553.99 19.99 45,105.77 19.99 12,582.04
12/01/02 16.57 4,314.70 19.99 20,370.35 19.99 5,682.21
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Space Name: First Offer Space A First Offer Space B Totals
Amendment # 6 6
Square Feet: 32,132 9,015 218.019
Description: 24,400 1st Floor 5th Floor
3,792 LL Fitness Ctr.
3,940 LL Conference Ctr.
<S> <C> <C> <C>
11/01/98 18.10 48,465.77 18.10 13,597.63 325,132.70
12/01/98 18.10 21,887.77 18.10 6,140.86 329,715.78
12/15/98 18.56 27,253.46 18.56 7,646.27
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
02/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
03/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
04/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
05/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
06/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
07/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
08/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
09/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
10/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
11/01/99 18.56 49.697.49 18.56 13,943.20 333,490.09
12/01/99 18.56 22,444.03 18.56 6,296.93 338,073.18
12/15/99 19.02 27,928.93 19.02 7,835.78
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
02/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
03/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
04/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
05/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
06/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
07/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
08/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
09/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
10/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
11/01/00 19.02 50,929.22 19.02 14,288.78 341,847.49
12/01/00 19.02 23,000.29 19.02 6,453.00 346,629.84
12/15/00 19.50 28,633.76 19.50 8,033.53
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
02/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
03/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
04/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
05/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
06/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
07/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
08/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
09/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
10/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
11/01/01 19.50 52.214.50 19.50 14,649.38 350,568.25
12/01/01 19.50 23,580.74 19.50 6,615 85 355,450.23
12/15/01 19.99 29,353.27 19.99 8,235.40
- ------------------------------------------------------------------------------------------------------------------------------------
01/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
02/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
02/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
04/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
05/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
06/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
07/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
08/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
09/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
10/01/92 19.99 53,526.56 19.99 15,017.49 359,470.69
11/01/02 19.99 53,526.56 19.99 15,017.49 359,470.69
12/01/02 19.99 24,173.28 19.99 6,782.09 162,341.60
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 15
ACKNOWLEDGMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
REGARDING INDEPENDENT AUDITORS' REVIEW REPORT
The Board of Directors
PLATINUM technology, inc.:
With respect to the registration statements on Form S-1 and Form S-8 of PLATINUM
technology, inc., we acknowledge our awareness of the use therein of our report
dated July 22, 1997 related to our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
KPMG Peat Marwick LLP
Chicago, Illinois
July 22, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
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