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Exhibit 2.2
STOCK INCENTIVE PLAN
OF
SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED
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STOCK INCENTIVE PLAN
OF
SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED
1. Purpose
The purpose of the Stock Incentive Plan of Software Architects
International, Limited (the "Plan"), is to encourage and enable selected
employees, directors and independent contractors of Software Architects
International, Limited (the "Corporation") and its related entities to acquire
or to increase their holdings of the ordinary shares of the Corporation or any
successor securities of such ordinary shares, whether resulting from
recapitalization, reorganization, merger or otherwise (the "Stock"), and other
proprietary interests in the Corporation in order to promote a closer
identification of their interests with those of the Corporation and its
stockholders, thereby further stimulating their efforts to enhance the
efficiency, soundness, profitability, growth and stockholder value of the
Corporation. This purpose will be carried out through the granting of benefits
(collectively referred to herein as "Awards") to selected employees, independent
contractors and directors, including the granting of stock options ("Stock
Options" or "Options"), stock appreciation rights ("SARs"), restricted stock
awards ("Restricted Stock Awards"), and restricted units ("Restricted Units") to
such participants. Restricted Stock Awards and Restricted Units shall be
referred to herein collectively as "Restricted Awards."
2. Administration of the Plan
(a) The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Corporation (the "Board");
provided, however, that the Board may, in its sole discretion, assume
administration of the Plan in whole or in part. (For the purposes herein,
references to the "Committee" shall also include the Board if it is acting in
its administrative capacity.)
(b) Any action of the Committee with respect to the Plan may be taken by a
written instrument signed by all of the members of the Committee and any such
action so taken by written consent shall be as fully effective as if it had been
taken by a majority of the members at a meeting duly held and called. Subject to
the provisions of the Plan, the Committee shall have full and final authority in
its discretion to take any action with respect to the Plan including, without
limitation, the authority (i) to determine all matters relating to Awards,
including selection of individuals to be granted Awards, the types of Awards,
the number of shares of the Stock, if any, subject to an Award, and all terms,
conditions, restrictions and limitations of an Award; (ii) to prescribe the form
or forms of the agreements evidencing any Awards granted under the Plan; (iii)
to establish, amend and rescind rules and regulations for the administration of
the Plan; and (iv) to construe and interpret the Plan and agreements evidencing
Awards granted under the Plan, to establish and interpret rules and regulations
for administering the Plan and to make all other determinations deemed necessary
or advisable for administering the Plan. The Committee shall also have
authority, in its sole discretion, to accelerate the date that any Award which
was not otherwise exercisable or vested shall become exercisable or vested in
whole or in part without any obligation to accelerate such date with respect to
any other Award granted to any recipient. In addition, the Committee shall have
the authority and
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discretion to establish terms and conditions of Awards as the Committee
determines to be necessary or appropriate to conform to the applicable
requirements or practices of jurisdictions outside of Ireland.
3. Effective Date
The effective date of the Plan shall be May 29, 2000 (the "Effective
Date"). Awards may be granted under the Plan on and after the Effective Date,
but no Awards will be granted after May 28, 2010.
4. Shares of Stock Subject to the Plan
(a) 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 or any prior stock-
based plan of the Corporation 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. Shares of Stock issued pursuant to the Plan may be
authorized but unissued shares, treasury shares or shares purchased on
the open market or by private purchase.
(b) The Corporation hereby reserves sufficient authorized shares of Stock
to meet the grant of Awards hereunder. To the extent that any shares of
Stock subject to an Award are not delivered to a Participant (or his
beneficiary) because the Award is forfeited, canceled, settled in cash or
used to satisfy applicable tax withholding obligations, such shares shall
not be deemed to have been issued for purposes of determining the maximum
number of shares of Stock available for issuance under the Plan. If the
purchase price of an Option granted under the Plan is satisfied by
tendering shares of Stock, only the number of shares issued net of the
shares of Stock tendered shall be deemed issued for purposes of determining
the maximum number of shares of Stock available for issuance under the
Plan.
(c) If there is any change in the shares of Stock because of a merger,
consolidation or reorganization involving the Corporation or a related entity,
or if the Board of Directors of the Corporation declares a stock dividend, stock
split distributable in shares of Stock, or reverse stock split, or if there is a
change in the capital stock structure of the Corporation or a related entity
affecting the Stock, the number and type of shares of Stock reserved for
issuance under the Plan shall be correspondingly adjusted, and the Committee
shall make such adjustments to Awards or to any provisions of this Plan as the
Committee deems equitable to prevent dilution or enlargement of Awards.
5. Eligibility
An Award may be granted only to an individual who satisfies the following
eligibility requirements on the date the Award is granted:
(a) The individual is either (i) an employee of the Corporation or a
related entity, (ii) a director of the Corporation or a related entity, or (iii)
an independent contractor, consultant or advisor (collectively, "independent
contractors") providing services to the Corporation or a related entity.
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For this purpose, an individual shall be considered to be an "employee" only if
there exists between the individual and the Corporation or a related entity the
legal and bona fide relationship of employer and employee.
(b) The individual, being otherwise eligible under this Section 5, is
selected by the Committee as an individual to whom an Award shall be granted (a
"Participant").
6. Options
(a) Grant of Options: Subject to the limitations of the Plan, the
Committee may in its sole and absolute discretion grant Options to such eligible
individuals in such numbers, upon such terms and at such times as the Committee
shall determine. If an Option is designated as a tax-qualified option under
applicable law but does not qualify as such, the Option (or portion thereof)
shall be treated as a nonqualified option.
(b) Option Price; Date of Grant; Fair Market Value: The price per share at
which an Option may be exercised (the "option price") shall be established by
the Committee at the time the Option is granted and shall be set forth in the
terms of the agreement evidencing the grant of the Option; provided, that in no
event shall the option price per share of any Option be less than the par value
per share of the Stock. In addition, the following rules shall apply:
(i) An Option shall be considered to be granted on the date that the
Committee acts to grant the Option, or on any other date specified by the
Committee as the effective date of the Option, subject to any requirements
of applicable law.
(ii) For the purposes of the Plan, 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 listed for trading on
the national or international stock exchange (each, an "exchange"), the
Fair Market Value shall be the closing sales price 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 closing price
information is available; or (B) if the shares of Stock are not listed or
reported in any exchange, then the Fair Market Value shall be determined by
the Committee in accordance with any applicable regulations.
(c) Option Period and Limitations on the Right to Exercise Options
(i) The term of an Option (the "option period") shall be determined by
the Committee at the time the Option is granted, which period shall not
extend more than ten years from the date on which the Option is granted.
Any Option or portion thereof not exercised before expiration of the option
period shall terminate. The period or periods during which and the terms
and conditions pursuant to which an Option may be exercised shall be
determined by the Committee at the time the Option is granted.
(ii) An Option may be exercised by giving written notice to the
Corporation at such place as the Corporation or its designee shall direct.
Such notice shall specify the number of shares to be purchased pursuant to
an Option and the aggregate purchase price to be paid therefor, and shall
be accompanied by the payment of such purchase price. Unless an
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individual option agreement provides otherwise, such payment shall be in
the form of (A) cash; (B) delivery (by either actual delivery or
attestation) of shares of Stock owned by the Participant at the time of
exercise for a period of at least six months and otherwise acceptable to
the Committee; (C) delivery of written notice of exercise to the
Corporation and delivery to a broker of written notice of exercise and
irrevocable instructions to promptly deliver to the Corporation the amount
of sale or loan proceeds to pay the option price; or (D) a combination of
the foregoing methods, as elected by the Participant. Shares tendered in
payment on the exercise of an Option shall be valued at their Fair Market
Value on the date of exercise, as determined by the Committee by applying
the provisions of Section 6(b)(ii).
(iii) Unless an individual option agreement provides otherwise, no
Option granted to a Participant who was an employee at the time of grant
shall be exercised unless the Participant is, at the time of exercise, an
employee as described in Section 5(a), and has been an employee
continuously since the date the Option was granted, subject to the
following:
(A) An Option shall not be affected by any change in the terms,
conditions or status of the Participant's employment, provided that
the Participant continues to be an employee of the Corporation or a
related corporation.
(B) The employment relationship of a Participant shall be treated
as continuing intact for any period that the Participant is on
military or sick leave or other bona fide leave of absence, provided
that the period of such leave does not exceed ninety days, or, if
longer, as long as the Participant's right to reemployment is
guaranteed either by statute or by contract. The employment
relationship of a Participant shall also be treated as continuing
intact while the Participant is not in active service because of
disability. The Committee shall determine whether a Participant is
disabled, and, if applicable, the date of a participant's termination
of employment or service for any reason (the "termination date").
(C) Unless an individual option agreement provides otherwise, if
the employment of a Participant is terminated because of disability
within the meaning of subparagraph (B), or if the Participant dies
while he is an employee or dies after the termination of his
employment because of disability, the Option may be exercised only to
the extent exercisable on his termination date, except that the
Committee may in its discretion accelerate the date for exercising all
or any part of the Option which was not otherwise exercisable on the
termination date. The Option must be exercised, if at all, prior to
the first to occur of the following, whichever shall be applicable:
(X) the close of the period of twelve months next succeeding the
termination date; or (Y) the close of the option period. In the event
of the Participant's death, such Option shall be exercisable by such
person or persons as shall have acquired the right to exercise the
Option by will or by the laws of intestate succession.
(D) Unless an individual option agreement provides otherwise, if
the employment of the Participant is terminated for any reason other
than
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disability (as defined in subparagraph (B)), death or for "cause," his
Option may be exercised to the extent exercisable on the date of such
termination of employment, except that the Committee may in its
discretion accelerate the date for exercising all or any part of the
Option which was not otherwise exercisable on the date of such
termination of employment. The Option must be exercised, if at all,
prior to the first to occur of the following, whichever shall be
applicable: (X) the close of the period of three (3) months next
succeeding the termination date; or (Y) the close of the option
period. If the Participant dies following such termination of
employment and prior to the earlier of the dates specified in (X) or
(Y) of this subparagraph (D), the Participant shall be treated as
having died while employed under subparagraph (C) immediately
preceding (treating for this purpose the Participant's date of
termination of employment as the termination date). In the event of
the Participant's death, such Option shall be exercisable by such
person or persons as shall have acquired the right to exercise the
Option by will or by the laws of intestate succession.
(E) Unless an individual option agreement provides otherwise, if
the employment of the Participant is terminated for "cause," his
Option shall lapse and no longer be exercisable as of the effective
time of his termination of employment, as determined by the Committee.
For purposes of the Plan, the Participant's termination shall be for
"cause" if such termination results from the Participant's (W)
termination for "cause" under the Participant's employment, consulting
or other agreement with the Corporation or a related entity; (X)
dishonesty or conviction of a crime; (Y) failure to perform his duties
to the satisfaction of the Corporation; or (Z) engaging in conduct
that could be materially damaging to the Corporation without a
reasonable good faith belief that such conduct was in the best
interest of the Corporation. The determination of "cause" shall be
made by the Committee and its determination shall be final and
conclusive.
(F) Notwithstanding the foregoing, the Committee shall have
authority, in its discretion, to extend the period during which an
Option may be exercised.
(iv) Unless an individual agreement provides otherwise, an Option
granted to a Participant who was an independent contractor or director of
the Corporation or a related entity 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. If
the services of such a Participant are terminated for cause (as defined in
Section 6(c)(iii)(E) herein), his Option shall lapse and no longer be
exercisable as of the effective time of his termination of services, as
determined by the Committee. Notwithstanding the foregoing, the Committee
may in its discretion accelerate the date for exercising all or any part of
an Option
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which was not otherwise exercisable on the termination date or extend the
period during which an Option may be exercised, or both.
(v) A Participant or his legal representative, legatees or
distributees shall not be deemed to be the holder of any shares subject to
an Option and shall not have any rights of a stockholder unless and until
certificates for such shares are delivered to him or them under the Plan.
(vi) Nothing in the Plan shall confer upon the Participant any right
to continue in the service of the Corporation or a related entity as an
employee, director, or independent contractor or to interfere in any way
with the right of the Corporation or a related entity to terminate the
Participant's employment or service at any time.
(vii) A certificate or certificates for shares of Stock acquired upon
exercise of an Option shall be issued in the name of the Participant (or
his beneficiary) and distributed to the Participant (or his beneficiary) as
soon as practicable following receipt of notice of exercise and payment of
the purchase price.
(d) Nontransferability of Options: Options shall not be transferable other
than by will or the laws of intestate succession, except as may be permitted by
the Committee in accordance with applicable legal requirements, including but
not limited to applicable securities and tax law provisions. Except as may be
permitted by the preceding sentence, an Option shall be exercisable during the
Participant's lifetime only by him or by his guardian or legal representative.
The designation of a beneficiary does not constitute a transfer.
7. Stock Appreciation Rights
(a) Grant of SARs: Subject to the limitations of the Plan, the Committee
may in its sole and absolute discretion grant SARs to such eligible individuals,
in such numbers, upon such terms and at such times as the Committee shall
determine. SARs may be granted to an optionee of an Option (hereinafter called a
"Related Option") with respect to all or a portion of the shares of Stock
subject to the Related Option (a "Tandem SAR") or may be granted separately to
an eligible key employee (a "Freestanding SAR"). Subject to the limitations of
the Plan, SARs shall be exercisable in whole or in part upon notice to the
Corporation upon such terms and conditions as are provided in the agreement
relating to the grant of the SAR.
(b) Tandem SARs: A Tandem SAR may be granted either concurrently with the
grant of the Related Option or (if permitted under applicable law) at any time
thereafter prior to the complete exercise, termination, expiration or
cancellation of such Related Option. Tandem SARs shall be exercisable only at
the time and to the extent that the Related Option is exercisable (and may be
subject to such additional limitations on exercisability as the Committee may
provide in the agreement), and in no event after the complete termination or
full exercise of the Related Option. For purposes of determining the number of
shares of Stock that remain subject to such Related Option and for purposes of
determining the number of shares of Stock in respect of which other Awards may
be granted, upon the exercise of Tandem SARs, the Related Option shall be
considered to have been surrendered to the extent of the number of shares of
Stock with
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respect to which such Tandem SARs are exercised. Upon the exercise or
termination of the Related Option, the Tandem SARs with respect thereto shall be
canceled automatically to the extent of the number of shares of Stock with
respect to which the Related Option was so exercised or terminated. Subject to
the limitations of the Plan, upon the exercise of a Tandem SAR, the Participant
shall be entitled to receive from the Corporation, for each share of Stock with
respect to which the Tandem SAR is being exercised, consideration equal in value
to the excess of the Fair Market Value of a share of Stock on the date of
exercise over the Related Option price per share; provided, that the Committee
may, in any agreement granting Tandem SARs, establish a maximum value payable
for such SARs.
(c) Freestanding SARs: Unless an individual agreement provides otherwise,
the base price of a Freestanding SAR shall be not less than 100% of the Fair
Market Value of the Stock (as determined in accordance with Section 6(b)(ii)
herein) on the date of grant of the Freestanding SAR. Subject to the
limitations of the Plan, upon the exercise of a Freestanding SAR, the
Participant shall be entitled to receive from the Corporation, for each share of
Stock with respect to which the Freestanding SAR is being exercised,
consideration equal in value to the excess of the Fair Market Value of a share
of Stock on the date of exercise over the base price per share of such
Freestanding SAR; provided, that the Committee may, in any agreement granting
Freestanding SARs, establish a maximum value payable for such SARs.
(d) Exercise of SARs:
(i) Subject to the terms of the Plan, SARs shall be exercisable in
whole or in part upon such terms and conditions as are provided in the
agreement relating to the grant of the SAR. The period during which an SAR
may be exercisable shall not exceed ten years from the date of grant or, in
the case of Tandem SARs, such shorter option period as may apply to the
Related Option. Any SAR or portion thereof not exercised before expiration
of the period stated in the agreement relating to the grant of the SAR
shall terminate.
(ii) SARs may be exercised by giving written notice to the Corporation
at such place as the Committee shall direct. The date of exercise of the
SAR shall mean the date on which the Corporation shall have received notice
from the Participant of the exercise of such SAR.
(iii) No SAR may be exercised unless the Participant is, at the time
of exercise, an eligible Participant, as described in Section 5, and has
been a Participant continuously since the date the SAR was granted, subject
to the provisions of Sections 6(c)(iii) and (iv) herein.
(e) Consideration; Election: The consideration to be received upon the
exercise of the SAR by the Participant shall be paid in cash, shares of Stock
(valued at Fair Market Value on the date of exercise of such SAR in accordance
with Section 6(b)(ii) herein) or a combination of cash and shares of Stock, as
elected by the Participant, subject to the terms of the Plan and the applicable
agreement. The Corporation's obligation arising upon the exercise of the SAR
may be paid currently or on a deferred basis with such interest or earnings
equivalent as the Committee may determine. A certificate or certificates for
shares of Stock acquired upon exercise of an SAR for shares shall be issued in
the name of the Participant (or his beneficiary) and distributed to the
Participant (or his beneficiary) as soon as practicable following receipt of
notice of exercise. No fractional shares of Stock will be issuable upon exercise
of the SAR and, unless otherwise provided in the applicable agreement, the
Participant will receive cash in lieu of fractional shares.
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(f) Limitations: The applicable SAR agreement shall contain such terms,
conditions and limitations consistent with the Plan as may be specified by the
Committee. Unless otherwise so provided in the applicable agreement or the Plan,
any such terms, conditions or limitations relating to a Tandem SAR shall not
restrict the exercisability of the Related Option.
(g) Nontransferability: SARs shall not be transferable other than by will
or the laws of intestate succession (except to the extent, if any, that a
Related Option is transferable pursuant to Section 6(d) herein). The
designation of a beneficiary does not constitute a transfer. SARs may be
exercised during the Participant's lifetime only by him or by his guardian or
legal representative.
8. Grant and Earning of Restricted Awards
(a) Grant and Earning of Restricted Awards: Subject to the limitations of
the Plan, the Committee may in its sole and absolute discretion grant Restricted
Awards to such individuals in such numbers, upon such terms and at such times as
the Committee shall determine. A Restricted Award may consist of a Restricted
Stock Award or a Restricted Unit, or both. Restricted Awards shall be payable in
cash or whole shares of Stock (including Restricted Stock), or partly in cash
and partly in whole shares of Stock, in accordance with the terms of the Plan
and the sole and absolute discretion of the Committee. The Committee shall
determine the conditions which must be met in order for a Restricted Award to be
granted or to vest or be earned (in whole or in part), which conditions may
include, but are not limited to, the continued service of the Participant for a
certain period of time, attainment of such performance objectives as the
Committee may determine, a combination of continued service and performance
objectives, retirement, displacement, disability, death or a combination of such
conditions. The Committee shall determine the nature, length and starting date
of the period, if any, during which the Restricted Award may be earned (the
"Restriction Period") for each Restricted Award, which shall be as stated in the
agreement to which the Award relates. In the case of Restricted Awards based
upon performance criteria, or a combination of performance criteria and
continued service, the Committee shall determine the performance objectives to
be used in valuing Restricted Awards and determine the extent to which such
Awards have been earned. Performance objectives may vary from participant to
participant and between groups of participants and shall be based upon such
Corporation, business unit and/or individual performance factors and criteria as
the Committee in its sole discretion may deem appropriate. The Committee shall
determine the terms and conditions of each Restricted Award, including the form
and terms of payment of Awards. The Committee shall have sole authority to
determine whether and to what degree Restricted Awards have been earned and are
payable and to interpret the terms and conditions of Restricted Awards and the
provisions herein. The Committee, in its sole and absolute discretion, may
accelerate the date that any Restricted Award granted to a Participant shall be
deemed to be earned in whole or in part, without any obligation to accelerate
such date with respect to other Restricted Awards.
(b) Forfeiture of Restricted Awards: Unless an individual agreement
provides otherwise, if the employment or service of a Participant with the
Corporation or a related entity shall be terminated for any reason and the
Participant has not earned all or part of a Restricted Award pursuant to the
terms herein, such Award to the extent not then earned shall be forfeited
immediately upon such termination and the Participant shall have no further
rights with respect thereto.
(c) Dividend and Voting Rights; Share Certificates: Unless an individual
agreement provides otherwise, (i) a Participant shall have no dividend rights or
voting rights or other rights as a
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stockholder with respect to shares reserved in his name pursuant to a Restricted
Award payable in shares but not yet earned, and (ii) a certificate or
certificates for shares of Stock representing a Restricted Award payable in
shares shall be issued in the name of the Participant and distributed to the
Participant (or his beneficiary) as soon as practicable following the date that
the shares subject to the Award are earned. No certificate shall be issued
hereunder in the name of the Participant (or his beneficiary) except to the
extent the shares represented thereby have been earned.
(d) Nontransferability:
(i) The recipient of a Restricted Award shall not sell, transfer,
assign, pledge or otherwise encumber shares subject to the Award until the
Restriction Period has expired or until all conditions to vesting have been
met.
(ii) Restricted Awards shall not be transferable other than by will or
the laws of intestate succession. The designation of a beneficiary does
not constitute a transfer.
9. Withholding
The Corporation shall withhold all required local, state and federal taxes
from any amount payable in cash with respect to an Award. The Corporation shall
require any recipient of an Award payable in shares of the Stock to pay to the
Corporation in cash the amount of any tax or other amount required by any
governmental authority to be withheld and paid over by the Corporation to such
authority for the account of such recipient. Notwithstanding the foregoing, the
Committee may, in its discretion, permit a recipient to satisfy such obligation
in whole or in part, and any other local, state or federal income tax
obligations relating to such an Award, by electing (the "Election") to have the
Corporation withhold shares of Stock from the shares to which the recipient is
entitled. The number of shares to be withheld shall have a Fair Market Value as
of the date that the amount of tax to be withheld is determined as nearly equal
as possible to (but not exceeding) the amount of such obligations being
satisfied. Each Election must be made in writing to the Committee in accordance
with election procedures established by the Committee.
10. No Right or Obligation of Continued Employment or Service
Nothing contained in the Plan shall require the Corporation or a related
entity to continue the employment or service of a Participant, nor shall any
such individual be required to remain in the employment or service of the
Corporation or a related entity. Except as otherwise provided in the Plan, (i)
all rights of a Participant with respect to an Award shall terminate upon the
termination of the Participant's employment or service; and (ii) Awards granted
under the Plan to employees of the Corporation or a related entity shall not be
affected by any change in the duties or position of the participant, as long as
such individual remains an employee of, or in service to, the Corporation or a
related entity.
11. Unfunded Plan; Retirement Plans
(a) Neither a Participant nor any other person shall, by reason of the
Plan, acquire any right in or title to any assets, funds or property of the
Corporation or any related entity including, without limitation, any specific
funds, assets or other property which the Corporation or any related entity, in
its discretion, may set aside in anticipation of a liability under the Plan. A
participant
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shall have only a contractual right to the Stock or amounts, if any, payable
under the Plan, unsecured by any assets of the Corporation or any related
entity. Nothing contained in the Plan shall constitute a guarantee that the
assets of such entities shall be sufficient to pay any benefits to any person.
(b) In no event shall any amounts accrued, distributable or payable under
the Plan be treated as compensation for the purpose of determining the amount of
contributions or benefits to which any person shall be entitled under any
retirement plan sponsored by the Corporation or a related entity that is
intended to be a tax-qualified plan within the meaning of applicable laws.
12. Amendment and Termination of the Plan
The Plan and any Award may be amended or terminated at any time by the
Board of Directors of the Corporation; provided, that (i) amendment or
termination of an Award shall not, without the consent of the recipient of an
Award, adversely affect the rights of the recipient with respect to an
outstanding Award; and (ii) approval of an amendment to the Plan by the
stockholders of the Corporation shall only be required in the event such
stockholder approval of any such amendment is required by applicable law, rule
or regulation.
13. Restrictions on Awards and Shares
The Corporation may impose such restrictions on any Awards and shares of
Stock subject to Awards as it may deem advisable, including without limitation
restrictions under any applicable securities laws, under the requirements of any
stock exchange or similar organization and under any state or local securities
laws applicable to such shares. Notwithstanding any other Plan provision to the
contrary, the Corporation shall not be obligated to issue or deliver shares of
Stock under the Plan or make any other distribution of benefits under the Plan,
or take any other action, unless such delivery, distribution or action is in
compliance with all applicable laws, rules and regulations (including but not
limited to the requirements of applicable securities laws). The Corporation may
cause a restrictive legend to be placed on any certificate issued pursuant to an
Award hereunder in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel.
14. Applicable Law
The Plan shall be governed by and construed in accordance with the laws of
Ireland, without regard to the conflict of laws provisions of any jurisdiction.
15. Stockholder Approval
The Plan is subject to approval by the stockholders of the Corporation,
which approval must occur, if at all, within 12 months of the effective date of
the Plan. Awards granted prior to such stockholder approval shall be
conditioned upon and shall be effective only upon approval of the Plan by such
stockholders on or before such date.
16. Successors and Assigns.
The rights and obligations of the Corporation or a Participant under the
Plan and any related agreement shall be binding upon and inure to the benefit of
their successors and assigns.
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17. Change of Control
(a) In the event of a Change of Control (as defined in Section 17(b)
herein), the following provisions shall apply (unless an individual agreement
provides otherwise):
(i) Any Options and SARs outstanding as of the date of such Change of
Control which are not otherwise exercisable on that date shall immediately
become exercisable with respect to fifty percent (50%) of that portion of
such outstanding Award which was not otherwise exercisable as of such date;
and
(ii) Any Restricted Awards outstanding as of the date of such Change
of Control which had not otherwise vested shall be deemed to be vested and
payable with respect to fifty percent (50%) of that portion of such
outstanding Award which was not otherwise vested on such date.
(iii) Notwithstanding the foregoing, in the event of a Change of
Control, the Committee may, in its sole and absolute discretion, determine
that any or all Awards granted pursuant to the Plan shall not vest or
become exercisable on an accelerated basis, if the Board of Directors of
the Corporation or the surviving or acquiring corporation, as the case may
be, shall have taken such action, including, but not limited to, the
assumption or continuation of Awards granted under the Plan or the grant of
substitute awards (in either case, with substantially similar terms as
Awards granted under the Plan), as in the opinion of the Committee is
equitable or appropriate to protect the rights and interests of
participants under the Plan. For the purposes herein, the Committee
authorized to make the determinations provided for in this Section
17(a)(iii) shall be appointed by the Board of Directors, two-thirds of the
members of which shall have been directors of the Corporation prior to the
merger, share exchange, reorganization or other business combinations
affecting the Corporation or a related entity.
(b) For the purposes herein, a "Change of Control" shall be deemed to have
occurred on the earliest of the following dates:
(i) The date any entity or person shall have become the beneficial
owner of, or shall have obtained voting control over, forty percent (40%)
or more of the outstanding Stock of the Corporation;
(ii) The date the stockholders of the Corporation approve a definitive
agreement (A) to merge or consolidate the Corporation with or into another
corporation or other business entity (each, a "corporation"), in which the
Corporation is not the continuing or surviving corporation or pursuant to
which any shares of Stock of the Corporation would be converted into cash,
securities or other property of another corporation, other than (x) a
merger or consolidation of the Corporation in which holders of Stock
immediately prior to the merger or consolidation have the same
proportionate ownership of Stock of the surviving corporation immediately
after the merger as immediately before and (y) any merger or consolidation
of the Corporation in which holders of Stock immediately prior to the
merger or consolidation continue to own at least a majority of the combined
voting securities of the Corporation (or the surviving entity) outstanding
immediately after such merger or
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consolidation, or (B) to sell or otherwise dispose of all or substantially
all the assets of the Corporation; or
(iii) The date there shall have been a change in a majority of the
Board of Directors of the Corporation within a 12-month period unless the
nomination for election by the Corporation's stockholders of each new
director was approved by the vote of two-thirds of the directors then still
in office who were in office at the beginning of the 12-month period.
18. Certain Definitions
For purposes of the Plan, the following terms shall have the meaning
indicated:
(a) "Agreement" means any written agreement between the Corporation and the
recipient of an Award pursuant to the Plan relating to the terms, conditions and
restrictions of Options, SARs, Restricted Awards and any other Awards conferred
herein.
(b) "Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death, or which has lasted or can
be expected to last for a continuous period of not less than twelve months.
(c) "Parent" or "parent corporation" shall mean any corporation (other than
the Corporation) in an unbroken chain of corporations ending with the
Corporation if each corporation other than the Corporation owns Stock possessing
50% or more of the total combined voting power of all classes of Stock in
another corporation in the chain.
(d) "Related corporation" means any parent, subsidiary or predecessor of
the Corporation, and "related entity" means any related corporation, limited
liability company, partnership or other business entity controlled by,
controlling, or under common control with, the Corporation; provided, however,
that notwithstanding the foregoing, the term "related entity" shall be construed
in a manner in accordance with the registration provisions applicable under
federal securities laws.
(e) "Restricted Stock" shall mean shares of Stock which are subject to
Restricted Awards payable in shares, the vesting of which is subject to
restrictions set forth in the Plan or the agreement relating to such Award.
(f) "Subsidiary" or "subsidiary corporation" means any corporation (other
than the Corporation) in an unbroken chain of corporations beginning with the
Corporation if each corporation other than the last corporation in the unbroken
chain owns Stock possessing 50% or more of the total combined voting power of
all classes of Stock in another corporation in the chain.
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IN WITNESS WHEREOF, this Stock Incentive Plan of Software Architects
International, Limited, as amended and restated, has been executed in behalf of
the Corporation effective as of the 29th day of May, 2000.
SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED
By: /s/
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Attest:
-------------------------
-----------------
Secretary
[Corporate Seal]
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