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Exhibit 2.3
CLARUS CORPORATION
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2000 Declaration of Amendment to
Stock Incentive Plan of
Software Architects International, Limited
THIS 2000 DECLARATION OF AMENDMENT (the "Amendment') made on this 31st day
of May, 2000, by CLARUS CORPORATION ("Clarus"), a corporation duly organized and
existing under the laws of the State of Delaware, to the Stock Incentive Plan of
Software Architects International, Limited (the "Plan").
R E C I T A L S:
WHEREAS, the Plan provides for the grant of options, stock appreciation
rights and restricted awards to selected employees, directors and independent
contractors of Software Architects International, Limited, an Irish incorporated
limited liability company ("SAI"), and related entities; and
WHEREAS, the Board of Directors and shareholders of SAI have adopted the
Plan; and
WHEREAS, pursuant certain transactions (the "Acquisition") contemplated
pursuant to that certain Stock Purchase Agreement dated May 31, 2000 (the
"Purchase Agreement") by and among SAI Recruitment Limited, i2Mobile.com
Limited, SAI America Limited and SAI (collectively the "Companies") and the
shareholders of the Companies and Clarus, SAI Ireland, Limited ("SAI"), SAI has
become a wholly-owned subsidiary of Clarus;
WHEREAS, pursuant to Section 2.4 of the Purchase Agreement, Clarus has
agreed to assume the Plan and the options outstanding under the Plan as of the
date of the Acquisition, subject to certain conditions contained in the Purchase
Agreement; and
WHEREAS, pursuant to Section 2.4 of the Purchase Agreement and Section 12
of the Plan, the Board of Directors of Clarus (the "Board of Directors" or the
"Board") has authority to amend the Plan, subject to certain exceptions not
applicable herein; and
WHEREAS, the Board of Directors desires to amend the Plan to reflect
Clarus' assumption of the Plan, and to make certain other amendments designed to
facilitate administration of the Plan and further the purposes of the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of the date
hereof, as follows:
1. All references in the Plan to the term "Stock," including but not
limited to the definition of such term in Section 1 of the Plan, shall
hereinafter refer to the common stock of Clarus, $.0001 par value. All
references to an "Award," "Stock Option," "Options," "Stock
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Appreciation Rights" (or "SARs"), "Restricted Stock Awards," "Restricted Units,"
and "Restricted Stock Awards," including but not limited to the definitions of
such terms as contained in Section 1 of the Plan, shall hereinafter pertain to
rights with a value, if any, related to the common stock of Clarus.
2. All references to the "Board" or the "Board of Directors" shall
hereinafter refer to the Board of Directors of Clarus, and all references to the
"Committee" shall hereinafter refer to the Compensation Committee of the Board.
3. Section 2 ("Administration") of the Plan shall hereby be amended by
adding the following sentence at the end of Section 2(b):
"Without limiting the effect of the foregoing, the Committee may also adopt
sub-plans applicable to particular subsidiaries or related entities, or to
particular participants, which sub-plans may be designed to comply with
applicable law. The rules of such sub-plans may take precedence over other
provisions of the Plan, but, unless otherwise superseded by the terms of
such sub-plan, the provisions of the Plan shall govern the operation of
such sub-plan."
4. Section 2 ("Administration") of the Plan shall hereby be further
amended by adding a new Section 2(c), as follows:
"Notwithstanding Section 2(b), the Committee may delegate to the chief
executive officer or president of the Corporation the authority to grant
Awards, and to make any or all of the determinations reserved for the
Committee in the Plan and summarized in Section 2(b) herein with respect to
such Awards, to any eligible individual, provided, however, that, pursuant
to the terms of Section 5 herein, such individual may not be an officer or
director of the Corporation. To the extent that the Committee has
delegated authority to grant Awards pursuant to this Section 2(c) to the
chief executive officer or president, references to the 'Committee' shall
include references to such person, subject, however, to the requirements of
the Plan and applicable law."
5. Section 4 ("Shares of Stock Subject to the Plan") shall be amended by
deleting the first sentence of Section 4(a) and inserting the following in lieu
thereof:
"Subject to adjustment as provided in Section 4(c), the number of shares of
Stock that may be issued pursuant to Awards shall equal the sum of (i)
750,000 shares of Stock; and (ii) any shares of Stock that are represented
by Awards granted under the Plan which are forfeited, expire or are
canceled or terminated without delivery of shares of Stock or which result
in the forfeiture of the shares of Stock back to the Corporation."
6. Section 5 ("Eligibility") shall be amended by deleting the first
sentence of Section 5(a) and inserting the following in lieu thereof:
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"(a) The individual is (i) either an employee of the Corporation or a
related entity, (ii) a director of a subsidiary or other related entity of
the Corporation, or (iii) an independent contractor, consultant or advisor
(collectively, "independent contractors") providing services to the
Corporation or a related entity; provided, however, that, notwithstanding
the foregoing, no director or officer of the Corporation shall be eligible
to participate in the Plan."
7. Section 6(b) ("Option Price; Date of Grant; Fair Market Value") of the
Plan shall hereby by amended by deleting the first sentence of Section 6(b)(ii)
and inserting the following in lieu thereof:
"For the purposes of the Plan, unless an individual agreement provides
otherwise, the Fair Market Value of the shares shall be determined in good
faith by the Committee in accordance with the following provisions: (A) if
the shares of Stock are quoted on the Nasdaq Stock Market (or, if not
quoted on the Nasdaq Stock Market, then listed for trading or reported on
another national or international stock exchange or listing authority)
(each, an "exchange"), the Fair Market Value shall be the closing sales
prices of the shares on such exchange on the date immediately preceding the
date the Option is granted, or if there is no transaction on such date,
then on the trading date nearest preceding the date the Option is granted
for which such closing price information is available; or (B) if the shares
of Stock are not listed or reported on any exchange, then the Fair Market
Value shall be determined by the Committee in accordance with applicable
regulations."
8. Section 6(c) ("Option Period and Limitations on the Right to Exercise
Options") shall be amended by deleting the first sentence of Section 6(c)(iv)
and inserting the following in lieu thereof:
"Unless an individual agreement provides otherwise, an Option granted
to a Participant who was an independent contractor or director of a
subsidiary or other related entity of the Corporation at the time of grant
(and who does not thereafter become an employee, in which case he shall be
subject to the provisions of Section 6(c)(iii) herein) may be exercised
only to the extent exercisable on the date of the Participant's termination
of service to the Corporation or a related entity (unless the termination
was for cause), and must be exercised, if at all, prior to the first to
occur of the following, as applicable: (X) the close of the period of three
(3) months next succeeding the termination date; or (Y) the close of the
option period."
9. Section 14 ("Applicable Law") shall be amended by deleting the word
"Ireland" and inserting the phrase "the State of Delaware" in lieu thereof.
10. Section 18 ("Certain Definitions") shall be amended by inserting the
following as new Section 18(g):
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"Except as may be otherwise provided in Section 14 herein, 'applicable law'
or 'applicable laws' shall include applicable U.S. federal, state and local
laws and shall also include the laws, rules, regulations, procedures and
ordinances of the foreign jurisdictions in which participants reside or
which otherwise apply to such participants."
11. Except as otherwise expressly provided herein, the remainder of the
Plan shall be unchanged, and the Plan shall remain in full force and effect as
in force prior to this Amendment.
IN WITNESS WHEREOF, Clarus has caused this Amendment to be executed on the
day and year first above written.
CLARUS CORPORATION
By: /s/ Stephen P. Jeffery
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Stephen P. Jeffery
ATTEST:
/s/ Mark D. Gagne
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Mark D. Gagne, Secretary
[CORPORATE SEAL]
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