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EXHIBIT 10.3
ARI NETWORK SERVICES, INC.
2000 STOCK OPTION PLAN
1. Objectives. The ARI Network Services, Inc. 2000 Stock Option Plan is
designed to attract and retain certain selected officers, key employees,
non-employee directors and consultants whose skills and talents are important to
the Company's operations, and reward them for making major contributions to the
success of the Company. These objectives are accomplished by making awards under
the Plan, thereby providing Participants with a proprietary interest in the
growth and performance of the Company.
2. Definitions.
(a) "Award" shall mean the grant of any Stock Option to a Plan
Participant pursuant to such terms, conditions and limitations as the
Board or Committee may establish in order to fulfill the objectives of
the Plan.
(b) "Award Agreement" shall mean the agreement that sets forth
the terms, conditions and limitations applicable to an Award.
(c) "Board" shall mean the Board of Directors of ARI Network
Services, Inc.
(d) "Cause" shall mean (i) the willful and continued failure
by the Employee to substantially perform the Employee's duties with the
Company (other than any such failure resulting from the Employee's
incapacity due to physical or mental illness) for a period of at least
ten days after a written demand for substantial performance is
delivered to the Employee which specifically identifies the manner in
which the Employee has not substantially performed his duties, or (ii)
the willful engaging by the Employee in misconduct which is
demonstrably and materially injurious to the Company, monetarily or
otherwise. For purposes of this Plan, no act or failure to act on the
Employee's part shall be considered "willful" unless done or omitted to
be done by the Employee not in good faith and without reasonable belief
that such action or omission was in the best interest of the Company.
Notwithstanding the foregoing, the Employee shall not be deemed to have
been terminated for Cause unless and until there shall have been
delivered to the Employee a copy of a resolution, duly adopted by the
affirmative vote of not less than a majority of the Board of the
Company at a meeting of the Board called and held for such purposes
(after reasonable notice to the Employee and an opportunity for the
Employee, together with the Employee's counsel, to be heard before the
Board), stating that in the good faith opinion of the Board the
Employee was guilty of conduct constituting Cause as set forth above
and specifying the particulars thereof in detail.
(e) "Change of Control" shall mean the first to occur of the
following:
(i) the acquisition by an individual, entity or
group, acting individually or in concert (a "Person") of
beneficial ownership of more than 50% of the then outstanding
shares of common stock of the Company (the "Outstanding Common
Stock"); provided, however, that for purposes of this
Subsection 2(e)(i), the following acquisitions shall not
constitute a Change of Control: (A) any acquisition directly
from the Company, (B) any acquisition by the Company,
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(C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (D) any acquisition
by any corporation pursuant to a transaction which complies
with clauses (A), (B) and (C) of Subsection 2(e)(ii) below; or
(ii) consummation of a reorganization, merger or
consolidation, share exchange, or sale or other disposition of
all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, immediately
following such Business Combination, (A) all or substantially
all of the individuals and entities who were the beneficial
owners of the Outstanding Common Stock immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all
or substantially all of the Company's assets either directly
or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Common Stock, (B) no
Person (excluding any employee benefit plan (or related trust)
of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or
indirectly, more than 50% of, respectively, the then
outstanding common stock of the corporation resulting from
such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the
Business Combination, and (C) at least a majority of the
members of the Board of the corporation resulting from such
Business Combination were members of the Board of the Company
at the time of the execution of the initial agreement
providing for such Business Combination; or
(iii) approval by the shareholders of the Company of
a complete liquidation or dissolution of the Company.
(f) "Common Stock" or "stock" shall mean the $.001 par value
common stock of ARI Network Services, Inc.
(g) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(h) "Committee" shall mean the Stock Option Committee of the
Board of the Company.
(i) "Company" shall mean ARI Network Services, Inc.
(j) "Fair Market Value" shall mean the closing sale price of
Common Stock on the Nasdaq National Market as reported in the Midwest
Edition of The Wall Street Journal for the date of grant provided that,
if no sales of Common Stock were made on such exchange on that date,
"Fair Market Value" shall mean the closing sale price of Common Stock
as reported for the most recent preceding day on which sales of Common
Stock were made on such exchange, or, failing any such sales, such
other price as the Committee may determine in conformity with pertinent
law and regulations of the Treasury Department.
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Notwithstanding the foregoing, in the case of Awards which are
effective on the date the Company sells shares of Common Stock in an
underwritten public offering, Fair Market Value shall mean the price
per share at which the Common Stock is initially sold to the public
pursuant to the offering.
(k) "Participant" shall mean a current or prospective
employee, non-employee director, consultant or other person who
provides services to the Company to whom an Award has been made under
the Plan.
(l) "Plan" shall mean this ARI Network Services, Inc. 2000
Stock Option Plan.
(m) "Stock Option" shall mean a grant of a right to purchase a
specified number of shares of Common Stock the purchase price of which
shall be not less than 100% of Fair Market Value on the date of grant,
as determined by the Committee. A Stock Option may be in the form of a
nonqualified stock option for all Participants or an incentive stock
option ("ISO") for Participants who are qualifying employees. An ISO,
in addition to being subject to applicable terms, conditions and
limitations established by the Committee, complies with Section 422 of
the Code which, among other limitations, provides that the aggregate
Fair Market Value (determined at the time the option is granted) of
Common Stock for which ISOs are exercisable for the first time by a
Participant during any calendar year shall not exceed $100,000; that
ISOs shall be priced at not less than 100% of the Fair Market Value on
the date of the grant (110% in the case of a Participant who is a 10%
shareholder of the Company within the meaning of Section 422 of the
Code); and that ISOs shall be exercisable for a period of not more than
ten years (five years in the case of a Participant who is a 10%
shareholder of the Company).
3. Eligibility. Current and prospective employees, non-employee
directors, consultants or other persons who provide services to the Company
eligible for an Award under the Plan are those who hold, or will hold, positions
of responsibility and whose performance, in the judgment of the Committee or the
management of the Company (if such responsibility is delegated pursuant to
Section 6 hereof), can have a significant effect on the success of the Company.
However, incentive stock options within the meaning of Section 422 of the Code
may only be issued to employees of the Company and its subsidiary corporations
within the meaning of Section 424(f) of the Code.
4. Common Stock Available for Awards. Subject to adjustment as provided
in Section 13 hereof, the number of shares that may be issued under the Plan for
Awards during the term of the Plan is 450,000 shares of Common Stock, all of
which may be in the form of incentive stock options within the meaning of
Section 422 of the Code. Any shares subject to an Award which are used in
settlement of tax withholding obligations shall be deemed not to have been
issued for purposes of determining the maximum number of shares available for
issuance under the Plan. Likewise, if any Stock Option is exercised by tendering
shares, either directly or by attestation, to the Company as full or partial
payment for such exercise under this Plan, only the number of shares issued net
of the shares tendered shall be deemed issued for purposes of determining the
maximum number of shares available for issuance under the Plan. Subject to
adjustment as provided in Section 13 hereof, no individual shall be eligible to
receive Awards aggregating more than 100,000 shares of Common Stock reserved
under the Plan in any one calendar year. The Company shall take whatever actions
are necessary to file required documents with the U.S. Securities and Exchange
Commission and any other appropriate governmental authorities and stock
exchanges to make shares of Common Stock available for issuance pursuant to
Awards.
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5. Administration. The Plan shall be administered by the Committee,
which shall have full and exclusive power to interpret the Plan, to determine
which persons are Participants, to grant waivers of Award restrictions, and to
adopt such rules, regulations and guidelines for carrying out the Plan as it may
deem necessary or proper. All decisions of the Committee shall be final,
conclusive and binding on all persons, including the Company, Participants, and
their estates and beneficiaries.
6. Delegation of Authority. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
delegate to the chief executive officer and to other senior officers of the
Company its duties under the Plan pursuant to such conditions or limitations as
the Committee may establish. Any such delegation may be revoked by the Committee
at any time.
7. Awards. The Committee shall set forth in the related Award Agreement
the terms, conditions, performance requirements, and limitations applicable to
each Award including, but not limited to, continuous service with the Company,
forfeiture of Awards and proceeds from Awards in the event the Participant
competes with the Company or violates any confidentiality or nonsolicitation
obligations owed to the Company, conditions under which acceleration of vesting
will occur, and achievement of specific business objectives. In all events, all
Awards will become fully vested and immediately exercisable if the Participant
is in the service of the Company upon the occurrence of a Change of Control.
8. Stock Option Exercise. The price at which shares of Common Stock may
be purchased under a Stock Option shall be paid in full at the time of the
exercise in cash or, if permitted by the Committee, by means of tendering shares
of Common Stock either directly or by attestation, which have been held by the
Participant for more than six months and have not been used within the prior
six-month period to exercise an option, valued at Fair Market Value on the date
of exercise, or any combination thereof.
9 Tax Withholding. The Company shall have the right to deduct
applicable taxes from any Award payment and withhold, at the time of delivery or
vesting of shares under the Plan, an appropriate number of shares for payment of
taxes (but only the minimum amount required by law) or to take such other action
as may be necessary in the opinion of the Company to satisfy all obligations for
withholding of such taxes. The Company may defer making delivery with respect to
Common Stock obtained pursuant to an Award hereunder until arrangements
satisfactory to it have been made with respect to any such withholding
obligation. If Common Stock is used to satisfy tax withholding, such stock shall
be valued based on the Fair Market Value when the tax withholding is required to
be made.
10 Amendment or Termination of the Plan. The Board may, at any time,
amend or terminate the Plan; provided, however, that
(a) subject to Section 13 hereof, no amendment or termination
may, in the absence of written consent to the change by the affected
Participant (or, if the Participant is not then living, the affected
beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date
such amendment is adopted by the Board; and
(b) without further approval of the shareholders of the
Company, no amendment shall increase the number of shares of Common
Stock which may be issued pursuant to Awards hereunder, except for
increases resulting from Section 13 hereof.
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11. Termination of Service. If the service-providing relationship of a
Participant terminates, or a non-employee director no longer serves on the
Board, other than pursuant to paragraphs (a) through (c) of this Section 11, all
Awards shall immediately terminate, unless the Award Agreement provides
otherwise. If the status of a Participant's relationship with the Company
changes, e.g., from a consultant to an employee or vice versa, it will not be a
termination of the service-providing relationship. Notwithstanding the
foregoing, if a Participant's service is terminated for Cause, to the extent the
Award is not effectively exercised or has not vested prior to such termination,
it shall lapse or be forfeited to the Company immediately upon termination. In
all events, an Award will not be exercisable after the end of its term as set
forth in the Award Agreement.
(a) Retirement. When a Participant's employment or service
terminates as a result of retirement, or early retirement with the
consent of the Committee, the Committee (in the form of an Award
Agreement or otherwise) may permit Awards to continue in effect beyond
the date of retirement, or early retirement, and the exercisability and
vesting of any Award may be accelerated.
(b) Resignation in the Best Interests of the Company. When a
Participant resigns from the Company or the Board and, in the judgment
of the chief executive officer or other senior officer designated by
the Committee, the acceleration and/or continuation of outstanding
Awards would be in the best interests of the Company, the Committee may
authorize, where appropriate taking into account any regulatory or
accounting implications of such action, the acceleration and/or
continuation of all or any part of Awards granted prior to such
termination.
(c) Death or Disability of a Participant.
(i) In the event of a Participant's death, the
Participant's estate or beneficiaries shall have a period
specified in the Award Agreement within which to receive or
exercise any outstanding Award held by the Participant under
such terms, and to the extent, as may be specified in the
applicable Award Agreement. Rights to any such outstanding
Awards shall pass by will or the laws of descent and
distribution in the following order: (a) to beneficiaries so
designated by the Participant; if none, then (b) to a legal
representative of the Participant; if none, then (c) to the
persons entitled thereto as determined by a court of competent
jurisdiction. Subject to subparagraph (iii) below, Awards so
passing shall be exercised or paid out at such times and in
such manner as if the Participant were living.
(ii) In the event a Participant is deemed by the
Company to be disabled within the meaning of the Company's
long-term disability plan, or, if the Company does not have
such a plan, Section 22(e)(3) of the Code, the Award shall be
exercisable for the period, and to the extent, specified in
the Award Agreement. Awards and rights to any such Awards may
be paid to or exercised by the Participant, if legally
competent, or a legally designated guardian or representative
if the Participant is legally incompetent by virtue of such
disability.
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(iii) After the death or disability of a Participant,
the Committee may in its sole discretion at any time (1)
terminate restrictions in Award Agreements; and (2) accelerate
any or all installments and rights.
(iv) In the event of uncertainty as to interpretation
of or controversies concerning this paragraph (c) of Section
11, the Committee's determinations shall be binding and
conclusive.
(d) No Service Rights. The Plan shall not confer upon any
Participant any right with respect to continuation of employment by, or
service with, the Company or service on the Board, nor shall it
interfere in any way with the right of the Company to terminate any
Participant's employment or service with the Company or on the Board at
any time.
12. Nonassignability. Except as provided in subsection (c) of Section
11 and this Section 12, no Award under the Plan shall be assignable or
transferable, or payable to or exercisable by anyone other than the Participant
to whom it was granted. Notwithstanding the foregoing, the Committee (in the
form of an Award Agreement or otherwise) may permit Awards, other than incentive
stock options within the meaning of Section 422 of the Code, to be transferred
to members of the Participant's immediate family, to trusts for the benefit of
the Participant and/or such immediate family members, and to partnerships or
other entities in which the Participant and/or such immediate family members own
all the equity interests. For purposes of the preceding sentence, "immediate
family" shall mean a Participant's spouse, issue and spouses of his issue.
13. Adjustments. In the event of any change in the outstanding Common
Stock of the Company by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger, spin-off, or similar
event, the Committee shall equitably adjust (a) the number of shares of Common
Stock (i) reserved under the Plan, (ii) available for ISOs, (iii) for which
Awards may be granted to an individual Participant, and (iv) covered by
outstanding Awards denominated in stock, (b) the stock prices related to
outstanding Awards; and (c) the appropriate Fair Market Value and other price
determinations for such Awards. In the event of any other change affecting the
Common Stock or any distribution (other than normal cash dividends) to holders
of Common Stock, such adjustments as may be deemed equitable by the Committee,
including adjustments to avoid fractional shares, shall be made to give proper
effect to such event. In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation, the
Committee shall be authorized to issue or assume Stock Options, whether or not
in a transaction to which Section 424(a) of the Code applies, by means of
substitution of new Stock Options for previously issued Stock Options or an
assumption of previously issued Stock Options.
14. Notice. Any notice to the Company required by any of the provisions
of the Plan shall be addressed to the director of human resources or to the
chief executive officer of the Company in writing, and shall become effective
when it is received by the office of either of them.
15. Governing Law. The Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the State of Wisconsin
without giving effect to its conflicts of law provisions.
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16. Effective and Termination Dates. The effective date of the Plan is
December 14, 2000. The Plan shall terminate on December 13, 2010, subject to
earlier termination by the Board pursuant to Section 10, after which no Awards
may be made under the Plan, but any such termination shall not affect Awards
then outstanding or the authority of the Committee to continue to administer the
Plan.
17. Other Benefit and Compensation Programs. Payments and other
benefits received by a Participant pursuant to an Award shall not be deemed a
part of such Participant's regular, recurring compensation for purposes of the
termination or severance plans of the Company and shall not be included in, nor
have any effect on, the determination of benefits under any other employee
benefit plan, contract or similar arrangement, unless the Committee expressly
determines otherwise.
