<PAGE> 1
As filed with the Securities and Exchange Commission
on _______________, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 36-4069408
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
875 N. Michigan Avenue, Suite 3000
Chicago, Illinois 60611
(312) 255-5000
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
1994 STOCK OPTION PLAN
AMENDED AND RESTATED AS OF OCTOBER 21, 1996, as amended
(Full title of plan)
MELVYN E. BERGSTEIN Copy to:
Diamond Technology Partners Incorporated MARK L. GORDON
875 North Michigan Avenue, Suite 3000 Gordon & Glickson P.C.
Chicago, Illinois 60611 444 North Michigan Avenue, Suite 3600
(312) 255-5000 Chicago, Illinois 60611
(312) 321-1700
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Registered Offering Price Per Aggregate Offering Amount of
be Registered (1) Share Price Registration Fee
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<S> <C> <C> <C> <C>
Class B Common 2,979,412 shares (3) $ 2.66 (4) $7,925,236 $2,402
Stock, par value
$.001 per share (2)
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Class B Common 1,020,588 shares (5) $11.63 (6) $11,869,438 $3,597
Stock, par value
$.001 per share (2)
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Class A Common (2) (2) (2) (2)
Stock, par value
$.001 per share (2)
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</TABLE>
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1. For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into two sub-totals, representing shares issuable upon exercise of
presently outstanding options and shares reserved for issuance upon
exercise of options that may be granted.
2. This Registration Statement also covers the Shares of Class A Common
Stock, par value $.001 per share, into which the Class B Common Stock may
be converted and that may be issued in lieu of the Class B Common Stock to
optionees who have ceased to be employees of the Registrant.
3. This subtotal represents shares issuable upon exercise of presently
outstanding options.
4. Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. Computation
based on the average exercise price at which presently outstanding options
may be exercised.
5. This subtotal represents additional shares reserved for issuance upon
exercise of options that may be granted.
6. Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee.
Computation based upon the average of the high and low prices of the Class
A Common Stock of the Registrant into which the Class B Common Stock is
convertible as reported on the Nasdaq National Market on July 18, 1997.
<PAGE> 3
PART I
INFORMATION REOUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statements taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Diamond Technology Partners Incorporated (the
"Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K as filed with the Commission
on June 30, 1997 (and any amendments thereto) under the Securities Act,
containing audited financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the 'Exchange Act'), since the end
of the fiscal year covered by the Annual Report on Form 10-K referenced above.
(c) The description of the Company's Common Stock, par value $.001 per
Share (the "Common Stock"), which is contained in the registration statement on
Form 8-A filed with the Commission on February 10, 1997, under the Exchange
Act, including any subsequent amendment or any report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(c) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or
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supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
This Registration Statement relates to Class B Common Stock, par value
$0.001 per share (the "Class B Common Stock"), of the Registrant and the Class
A Common Stock, par value $0.001 per share (the "Class A Common Stock") of the
Registrant.
The authorized capital stock of the Registrant consists of 40,000,000
shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, and
2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred
Stock").
Class A Common Stock is entitled to one vote per share and Class B Common
Stock is entitled to five votes per share on all matters submitted to a vote of
holders of Common Stock. Class B Common Stock may be owned beneficially or of
record only by Permitted Holders (as defined below). In the event that any
share of Class B Common Stock is transferred to any party other than a
Permitted Holder or if a beneficial or record holder of a share of Class B
Common Stock ceases to be a Permitted Holder, the share automatically and
immediately shall be converted into a share of Class A Common Stock. Shares of
Class A Common Stock may not be converted into shares of Class B common stock.
"Permitted Holders" of Class B Common Stock are (i) persons who are
employees of the Company or any of its majority-owned subsidiaries and (ii) the
Company. A person shall cease to be a Permitted Holder on the date on which he
or she ceases to be an employee of the Company or any of its majority-owned
subsidiaries.
The holders of Class A Common Stock and Class B Common Stock (together,
the "Common Stock") do not have cumulative voting rights. The election of
directors is determined by a plurality of votes cast and, except as otherwise
required by law or the Certificate of Incorporation of the Company, all other
matters are determined by a majority of the votes cast. Accordingly, the
holders of the Class B common stock may elect all directors standing for
election.
The holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of funds
legally available therefor, subject to any preferential dividend rights of
outstanding Preferred Stock. Upon the liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive ratably the
net assets of the Company available after the payment of all debts and other
liabilities. Holders of the Common Stock have no preemptive, subscription,
redemption or conversion rights other than as described herein. The outstanding
shares of Common Stock are, and the shares offered by the Company under the
Registrant's 1994 Stock Option Plan will be, when issued and paid for in
accordance with the plan and the forms of stock option agreement thereunder,
fully paid and nonassessable. The rights, preferences and privileges of holders
of Common Stock are
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Subject to, and maybe adversely affected by, the rights of the holders of shares
of any series of Preferred Stock which the Company may designate and issue in
the future.
The Company, by resolution of the Board of Directors and without any
further vote or action by the stockholders, has the authority, subject to
certain limitations prescribed by law, to issue from time to time up to an
aggregate of 2,000,000 shares of Preferred Stock in one or more classes or
series and to determine the designation and the number of shares of any class
or series as well as the voting rights, preferences, limitations and special
rights, if any, of the shares of any such class or series, including the
dividend rights, dividend rates, conversion rights and terms, voting rights,
redemption rights and terms, and liquidation preferences. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company. As of the date hereof, there are no shares
of Preferred Stock outstanding, and the Company has no present plans to issue
any shares of Preferred Stock.
The Company has adopted a number of provisions in its charter and bylaws
that may make a change in control difficult, if not impossible, and therefore
may tend to discourage an unsolicited or unfriendly takeover bid. The Company's
Class B common stock is entitled to five votes per share. All of the issued
and outstanding Class B Common Stock is owned, and after the Offering will
continue to be owned, by employee stockholders of the Company, all of whom have
granted proxies to the Chief Executive Officer of the Company to vote their
shares. Therefore, the Chief Executive Officer (or his successors) will have
the power to determine all matters submitted to a vote of Stockholders,
including any matter related to a change in control of the Company. The
charter and bylaws of the Company also provide that special stockholders
meetings may be called only by the Chairman of the Board of Directors, by the
Secretary at the direction of the Board of Directors, or by stockholders
holding at least 30% of the shares of outstanding Common Stock. Notice of
stockholder proposals at annual meetings of stockholders must be presented to
the Company at least 45 days prior to the date of the meeting. In addition, the
Company's Board of Directors is divided into three classes, each of which
serves for a staggered three-year term, which may make it more difficult for a
third party to gain control of the Board of Directors.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
As of the date hereof, the law firm of Gordon & Glickson P.C. and
attorneys of that firm performing services with respect to this Registration
Statement owned directly and through an option an aggregate of approximately
18,309 shares of the Registrant's Class A Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's By-laws require the Registrant to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed proceeding by reason of the fact that he is or was a
director or officer of the Registrant or is or was serving at the request of
the Registrant as a director, officer, employee, fiduciary or agent of another
corporation, trust or other enterprise against expenses (including attorneys'
fees),
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judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such proceeding if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any such criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Such
indemnification as to expenses is mandatory to the extent the individual is
successful on the merits of the matter. Delaware law permits the Registrant to
provide similar indemnification to employees and agents who are not directors
or officers. The determination of whether an individual meets the applicable
standard of conduct may be made by the disinterested directors, independent
legal counsel or the stockholders. Delaware law also permits indemnification in
connection with a proceeding brought by or in the right of the Registrant to
procure a judgment in its favor. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended (the "Act") may be
permitted to directors, officers, or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
The Registrant maintains a directors and officers liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
4.1 Restated Certificate of Incorporation of the Company
filed as Exhibit 3.l to the Company's Registration
Statement on Form S-1 and any amendments thereto (filed
with the Commission on February 21, 1997, Registration
Number 333-17785 (the "Form S-1"), and hereby
incorporated by reference).
4.2 Amended and Restated By-laws of the Company (filed as
Exhibit 3.2 to the Form S-1 and hereby incorporated
by reference).
*4.3 Amended and Restated Diamond Technology Partners
Incorporated 1994 Stock Option Plan, as amended.
*4.4 Form of Stock Option Agreement.
*5.1 Opinion of Gordon & Glickson P.C. as to the legality of
the securities being registered.
*23.1 Consent of Gordon & Glickson P.C. (included in its
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opinion filed as Exhibit 5.1).
*23.2 Consent of KPMG Peat Marwick LLP.
* Filed herewith
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Chicago, State of Illinois, on this ____ day of
July, 1997.
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
By: ____________________________________
Melvyn E. Bergstein, Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on _______________, 1997.
______________________ Director, Chairman, President and Chief
Melvyn E. Bergstein Executive Officer (Principal Executive Officer)
______________________ Director, Senior Vice President - Chief
Michael E. Mikolajczyk Financial and Administrative Officer, Treasurer
(Principal Financial and Accounting Officer)
______________________ Director
Christopher J. Moffitt
______________________ Director
Donald R. Caldwell
______________________ Director
Edward R. Andersen
______________________ Director
Alan Kay
______________________ Director
James C. Spira
______________________ Director
John D. Loewenberg
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S 8
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
4.1 Restated Certificate of Incorporation of the
Company filed as Exhibit 3.l to the Company's
Registration Statement on Form S-1 and any
amendments thereto (filed with the Commission
on February 21, 1997, Registration Number
333-17785 (the "Form S-1"), and hereby
incorporated by reference).
4.2 Amended and Restated By-laws of the Company
(filed as Exhibit 3.2 to the Form S-1 and
hereby incorporated by reference).
*4.3 Amended and Restated Diamond Technology
Partners Incorporated 1994 Stock Option Plan,
as amended.
*4.4 Form of Stock Option Agreement.
*5.1 Opinion of Gordon & Glickson P.C. as to the
legality of the securities being registered.
*23.1 Consent of Gordon & Glickson P.C. (included in
its opinion filed as Exhibit 5.1).
*23.2 Consent of KPMG Peat Marwick LLP.
* Filed herewith
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Exhibit 4.3
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
1994 STOCK OPTION PLAN
AMENDED AND RESTATED AS OF OCTOBER 21, 1996(1)
----------------------------------------------
1. PURPOSE
-------
The purpose of the Plan is to benefit the Company and its shareholders by
having the Company offer certain Employees a favorable opportunity to acquire
shares of Stock over a period of years, thereby giving such Employees a
permanent stake in the growth and prosperity of the Company, encouraging such
Employees to continue their service with the Company, and motivating such
Employees to devote their best efforts to the business and profitability of the
Company. The Plan is not intended to qualify as an "employee stock purchase
plan" within the meaning of Code Section 423.
2. DEFINITIONS
-----------
As used herein, the following definitions shall apply.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the Company's Management Committee, as constituted
from time to time, responsible for administering the Plan as set forth in
Section 6 hereof, or any other committee of the Company that succeeds to the
responsibilities of administering this Plan.
(d) "Company" shall mean Diamond Technology Partners Incorporated, a Delaware
corporation.
(e) "Date of Grant" shall mean the day and year first written in the Option
Agreement relating to such Option.
(f) "Director" shall mean any duly elected and qualified member of the Board.
(g) "Disability" shall mean any medically determinable physical or mental
impairment that, in the opinion of the Committee, based upon medical reports
and other evidence satisfactory to the Committee, can reasonably be expected to
prevent an Employee from performing substantially all of his customary duties
of employment for a continuous period of not less than twelve (12) months.
(h) "Employee" shall mean any salaried employee of the Company or of any
"Parent" or "Subsidiary" of the Company (as such terms are defined in Section
424 of the Code); any references to employment with the Company, shall be
deemed to include the Company and any Parent or Subsidiary of the Company, as
the context may require.
(i) "Exercise Price" shall mean the purchase price for shares of Stock
purchased pursuant to
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1. The Plan was first amended by resolution of the Board of Directors of
the Company effective April 27, 1995; subsequently amended by resolution of the
Board of Directors on February 20, 1996, and approved by the Shareholders of
the Company effective as of March 28, 1996; and subsequently amended by
resolution of the Board of Directors and consent of the Shareholders of the
Company on October 21, 1996.
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the exercise or partial exercise of an Option.
(j) "Fair Market Value" shall mean, with respect to the valuation of any
shares of Stock, (i) if the Stock is publicly traded, the average of the
closing price of the Stock for the ten (10) trading days immediately preceding
the business day during which the shares of Stock are to be valued pursuant
hereto, and (ii) if the Stock is not publicly traded, the fair market value of
the shares of Stock as reasonably determined by the Board consistent with past
practice.
(k) "Investor Group" shall mean Safeguard Scientifics (Delaware), Inc.,
Technology Leaders Offshore C.V., CIP Capital L.P., and Technology Leaders L.P.
(l) "IPO" shall mean the closing of an initial public offering of the
common stock of the Company registered under the Securities Act.
(m) "Option" shall mean any right to purchase Stock which has been granted
by the Committee pursuant to the Plan.
(n) "Option Agreement" shall mean an agreement executed by an officer of
the Company and an Employee evidencing the grant of an Option.
(o) "Option Shares" shall mean the shares of Stock transferred pursuant to
the exercise of an Option.
(p) "Optionee" shall mean any Employee who receives an Option pursuant to
the Plan.
(q) "Plan" shall mean the Diamond Technology Partners Incorporated 1994
Stock Option Plan.
(r) "Securities Act" shall mean the Securities Act of 1933, as amended.
(s) "Shareholders Agreement" shall mean that certain Amended and Restated
Voting and Stock Restriction Agreement dated as of the 1st day of April, 1996,
among the Company, the Investor Group and certain other shareholders of the
Company, as amended.
(t) "Stock" shall mean the $0.001 par value common stock of the Company or,
in the event that the Company becomes a wholly-owned subsidiary of another
corporation, the common stock of that entity.
(u) "Stock Purchase Agreement" shall mean that certain Stock Purchase
Agreement dated as of March 22, 1994, by and among the Company and the Investor
Group, as amended.
(v) "Warrant" shall mean that certain Warrant to Purchase Shares of Common
Stock of the Company dated March 22, 1994 and issued to Safeguard Scientifics,
Inc.
3. SHARES SUBJECT TO THE PLAN
--------------------------
Except as provided in Section 4(a) hereof, the aggregate amount of
Stock for which Options may be granted shall not exceed 5,300,000 shares less
(at the time of the grant of any
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Option) all shares (i) theretofore issued to any party other than the Investor
Group or any member thereof or transferee therefrom or (ii) subject to any
option.
Any shares subject to unexercised portions of Options which shall have
terminated, been cancelled, or expired may again be subject to Options. In
addition, shares that have been repurchased by the Company may be subject to
Options.
4. ADJUSTMENT
----------
(a) The number of shares subject to the Plan and to Options shall be adjusted
as follows: (i) in the event that the number of shares of outstanding Stock is
changed by reason of a stock dividend, stock split, recapitalization or
combination of shares, the number of shares of Stock subject to the Plan and to
Options shall be proportionately adjusted; or (ii) in the event of any merger,
consolidation or reorganization of the Company with any other corporation or
corporations pursuant to which the holders of shares of Stock surrender shares
of Stock in exchange for other shares of stock or securities, there shall be
substituted for each share of Stock then subject to the Plan and to Options the
number and kind of shares of stock or other securities which the holders of
shares of Stock are entitled to receive for each share of Stock surrendered
pursuant to the transaction and the Exercise Price shall be proportionately
adjusted.
(b) The number of shares subject to the Plan and Options shall not be
adjusted as a result of (i) the issuance of shares of Stock to the Investor
Group, any member thereof or transferee therefrom pursuant to the exercise of
any rights under the Stock Purchase Agreement or any agreement or investment
provided for thereunder, or (ii) any other issuance of Stock by the Company
(other than an issuance described in subsection (a) of this Section 4), it
being understood that, upon such an issuance of shares of Stock pursuant to the
exercise of the Warrant or otherwise, holders of Options and holders of Option
Shares will suffer a corresponding dilution of their proportionate interests in
the Stock.
5. ADMINISTRATION OF THE PLAN
--------------------------
The following provisions shall govern the administration of the Plan:
(a) The Plan shall be administered by the Committee.
(b) The Committee is authorized (but only to the extent not contrary to the
express provisions of the Plan) to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan and to the Options, to
determine the form and content of Options (except to the extent the form and
content of the Options are specified herein), and to make such other
determinations and exercise such other powers and authority as may be necessary
or advisable for the administration of the Plan. Each Option granted shall be
evidenced by an Option Agreement in such form as may be determined by the
Committee.
(c) A majority of the members of the Committee eligible to act shall
constitute a quorum for purposes of acting with respect to the Plan, and the
action of a majority of the members present who are eligible to act at any
meeting at which a quorum is present shall be deemed the action of
<PAGE> 4
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the Committee.
(d) All decisions, determinations and interpretations of the Committee made in
good faith with respect to the Plan and Option Agreements shall be final and
conclusive on all persons affected thereby.
(e) Neither the Committee nor any member thereof shall be liable for any act,
omission, interpretation, construction or determination made in connection with
the Plan in good faith, and the members of the Committee shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including counsel fees) arising therefrom to the full extent
permitted by law. The members of the Committee shall be named as insureds
under any directors and officers liability insurance coverage that may be in
effect from time to time.
(f) To the extent that the aggregate Fair Market Value (as of the Date of
Grant) of the Option Shares issuable under Options granted to an individual
which are exercisable for the first time by such individual during any calendar
yearexceeds $100,000, such Options shall be treated as options that are not
"incentive stock options" under the Code.
6. ELIGIBILITY
-----------
The Committee is authorized to select Employees to receive Options
depending on the availability of shares of Stock for which Options may be
granted pursuant to the terms of the Plan. In the event Options are granted
pursuant to the Plan, the Committee is authorized to select the particular
Employees who will receive such Options and the number of shares of Stock under
each such Option. In granting Options, the Committee shall take into
consideration the contribution an Employee has made or may make to the success
of the Company and such other factors as the Committee shall determine. The
Committee shall also have the authority to consult with and receive
recommendations from the Nominations Committee, the Compensation Committee,
Directors and Employees with regard to these matters. In no event shall any
Employee or his legal representatives, heirs, legatees, distributees or
successors have any right to participate in the Plan except to such extent, if
any, as the Committee shall determine. No Options will be granted to any
Employee who owns stock representing more than ten percent of the voting power
of all classes of stock of the Company or any parent or subsidiary corporation
unless the Exercise Price is at least 110% of the Fair Market Value at the Date
of Grant.
7. TERM OF THE PLAN
----------------
The Plan shall continue in effect until terminated pursuant to Section 21
hereof; or until there is no more stock as to which an Option may be granted
and no Options are outstanding; provided, however, that all Options must be
granted within 10 years from the effective date of the Plan.
8. RESTRICTIONS ON TRANSFERS
-------------------------
The Options may not be transferred, assigned, pledged or hypothecated in
any way, other than by reason of the death of the Optionee, and will not be
subject to execution, attachment or
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Stock Page 5
similar process, except as may be provided by this Plan. The Option Shares may
be transferred, assigned, pledged or hypothecated, voluntarily, involuntarily
or by operation of law, only as provided by the Shareholders Agreement.
An Option will terminate immediately upon any attempted transfer,
assignment, pledge or hypothecation of such Option in violation of this Section
8, and any attempted transfer, assignment, pledge or hypothecation of any
Option Shares in violation of this Section 8 will be void without further
action by the Company and have no effect.
The Options and the Option Shares shall be subject to the terms and
conditions of the Shareholders Agreements applicable to the Optionee and, as a
condition to the exercise of an Option, the Optionee shall execute the
Shareholders Agreement or an agreement (in such form as is required by the
Company) under which the Optionee adopts and agrees to be bound by the
Shareholders Agreement.
9. RESTRICTIONS ON VOTING
----------------------
As provided in the Shareholders Agreement, until the occurrence of an IPO,
Option Shares will be voted by the then Chief Executive Officer of the Company,
pursuant to irrevocable proxies, executed by the Optionee upon the exercise of
an Option.
10. VESTING OF OPTIONS
------------------
Options are exercisable only upon and after vesting. Except as provided
in Section 11 hereof and except as otherwise may be specifically provided in an
Option Agreement, Options granted to Partners (as defined in the Shareholders
Agreement) shall vest according to the following schedule:
(a) one-third on the first anniversary of the Date of Grant;
(b) an additional one-third on the second anniversary of the Date of Grant;
and
(c) the remaining one-third on the third anniversary of the Date of Grant.
Except as provided in Section 11 hereof and except as may be specifically
provided in an Option Agreement, Options granted to Employees other than
Partners shall fully vest upon the third anniversary of the Date of Grant.
The above vesting schedules assume the Optionee's continuous employment
with the Company. Except as provided in Section 11 hereof, no Option shall
vest after the date the Optionee ceases to be an Employee for any reason, and
any unvested portion of an Option theretofore held by such an Optionee shall
terminate as of that date.
11. SPECIAL VESTING RULES
---------------------
Notwithstanding anything to the contrary in Section 10 hereof, if an
Optionee dies or suffers a Disability during the vesting period described in
Section 10 hereof and the Optionee was
<PAGE> 6
Stock Page 6
an Employee at the time of such death or Disability, the unvested portion of
any Option held by such Employee shall automatically vest on the date of death
or Disability.
Notwithstanding anything to the contrary in Section 10 hereof and except
as may be specifically provided in an Option Agreement, the vesting period
described in Section 10 hereof will be suspended during the pendency of any
bona fide leave of absence approved by the Company and the vesting period will
be increased by the length of time of such leave of absence. Notwithstanding
the foregoing or anything in this Plan to the contrary, any Option which would,
by the operation of this paragraph, vest after the tenth anniversary of its
original Date of Grant shall terminate on the tenth anniversary of its original
Date of Grant and in no event shall an Optionee be permitted to exercise any
Option after the tenth anniversary of the original Date of Grant. For all
purposes of this Plan other than this paragraph, the "Date of Grant" and the
anniversaries thereof will be adjusted with respect to any such Options as
necessary to give effect to this paragraph. This paragraph shall have no
effect on Options which, by their terms, are vested prior to the first day of
an Optionee's leave of absence.
12. WHEN OPTIONS MAY BE EXERCISED
-----------------------------
(a) Except as provided in subsections (b) and (c) of this Section 12, a
vested Option or the vested portion of any Option, shall be exercised, if at
all, by the Optionee at any time before: (i) with respect to an Optionee who
was a Partner on the Date of Grant, the seventh anniversary of its Date of
Grant, and (ii) with respect to an Optionee who was not a Partner on the Date
of Grant, the fifth anniversary of the Date of Grant.
(b) If an Optionee ceases to be an Employee for any reason, such Optionee's
vested Options must be exercised, if at all, not later than 90 days following
the date such Optionee ceases to be an Employee. Any unvested portion of an
Option terminates immediately upon the cessation of employment of the Optionee
holding the Option.
(c) The Company shall notify all Optionees of any transaction involving the
sale of all the Stock; such notice to be given at such time as the Company
determines under the circumstances, provided that the Optionee shall have a
reasonable time to consider and effect the Optionee's choices. With respect to
any Optionee who desires to exercise the vested portion of his or her Option
prior to such sale and who has so notified the Company, the Company may instead
pay such Optionee the excess of the amount received or to be received for the
subject shares over the amount that would have been received from such Optionee
upon the exercise of the vested portion of such Option. Vested Options or
parts thereof shall not be exercisable after the closing of such sale and
Options, vested or unvested, which are not exercised as provided above shall
terminate upon the closing of such sale.
13. EXERCISE PRICE
--------------
The Exercise Price shall be (i) $2.00 per share for Options granted on or
before January 1, 1995, and (ii) an amount per share determined by the Board
for Options granted on or after January 2, 1995, until the earlier of an IPO or
a change directed by the Board. As of the Date of
<PAGE> 7
Stock Page 7
Grant, the Exercise Price shall be equal to or greater than the Fair Market
Value.
14. EXERCISE OF OPTION
------------------
During the Optionee's lifetime, Options shall be exercisable only by the
Optionee or his legal representative or guardian. Options shall not be
exercisable by the spouse of any Optionee during such Optionee's lifetime,
unless such spouse is acting in his or her capacity as the legal representative
or guardian of the Optionee. In the event of the Optionee's death, the Option
shall be exercisable by the person or entity (including the Optionee's estate)
that has obtained the Optionee's rights under the Option by will or under the
laws of descent and distribution.
Options shall be exercised if at all, by submitting to the Company (a) a
Notice of Exercise in the form attached hereto as Exhibit A, (b) any other
written representations, covenants, and undertakings that the Company may
prescribe pursuant to the Shareholders Agreement or to satisfy securities laws
and regulations or other requirements, and (c) a certified or bank cashier's
check payable to the order of the Company in an amount equal to the full
purchase price of the shares to be purchased.
Upon receipt of the Notice of Exercise (subject to Sections 15, 16, and 17
of this Agreement), the Company shall issue a new certificate or certificates
to the holder of the Option. The certificate or certificates for the shares as
to which the Option shall have been exercised shall be registered in the name
of the holder of the Option and shall be delivered to or upon the written order
of the holder of the Option. The shares shall bear a legend substantially in
the following form:
"THE SHARES SUBJECT TO THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND
VOTING RESTRICTIONS SET FORTH IN [THE SHAREHOLDERS AGREEMENT]. COPIES OF
[THE SHAREHOLDERS AGREEMENT] ARE ON FILE IN THE OFFICE OF THE SECRETARY OF
THE CORPORATION. BY ACCEPTING THE SHARES OF STOCK EVIDENCED BY THIS
CERTIFICATE, THE HOLDER AGREES TO BE BOUND BY EACH OF THE FOREGOING
AGREEMENTS AS IT MAY BE AMENDED FROM TIME TO TIME, AND BY ANY NEW
AGREEMENTS ENTERED INTO BY THE CORPORATION, WHICH COVER SOME OR ALL OF THE
MATTERS COVERED BY THE EXISTING AGREEMENTS AND WHICH SPECIFICALLY PROVIDE
THAT THEY SUPERSEDE ANY OR ALL OF THE EXISTING AGREEMENTS."
15. SECURITIES LAW RESTRICTIONS
---------------------------
The Company shall not be obligated to issue any stock certificates
evidencing a transfer upon exercise of an Option, until, in the opinion of the
Company and its counsel, such transfer and issuance of stock certificates will
not involve any violation of applicable federal and state securities laws, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Stock may then be listed. Acceptance of an Option by
an Optionee shall constitute the Optionee's agreement (binding on any person
who succeeds to the
<PAGE> 8
Stock Page 8
Optionee's rights and obligations under the Option Agreement by reason of the
Optionee's death) that, if the Stock is not publicly traded as of the date the
Option is exercised, any shares of Stock purchased upon the exercise of the
Option shall be acquired for the Optionee's own account and not with a view to
distribution and that each notice of the exercise of any portion of the Option
shall be accompanied by a written representation and covenant signed by the
Optionee, in such form as may be specified by the Company, confirming such
agreement and containing such other provisions as may be prescribed by the
Company. The Company may, at its election, release an Optionee from the
Optionee's agreement to take for the Optionee's own account and not with a view
to distribution of the shares of Stock purchased upon exercise of an Option if,
in the opinion of the Company, such covenant ceases to be necessary for
compliance with the applicable federal and state securities laws (including the
rules and regulations promulgated thereunder) and the requirements of any stock
exchange upon which the Stock may then be listed.
If the shares purchased upon exercise of an Option are not covered by an
effective registration statement under the Securities Act, the Company may
place the following legend (or a legend which is substantially similar to the
following legend) upon, and issue appropriate stock transfer instructions with
respect to, the certificate or certificates representing the shares transferred
upon exercise of the Option:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS (THE STATE LAWS"), AND SUCH SHARES MAY
NOT BE TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND APPLICABLE STATE LAWS COVERING SUCH TRANSFER IS THEN IN
EFFECT; OR (B) AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, HAS
BEEN FURNISHED STATING THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS."
16. LISTING OR REGISTRATION OF STOCK
--------------------------------
Each Option is subject to the requirement that, if at any time the
Committee shall determine, in its discretion, that the listing, registration or
qualification of the shares of Stock subject to the Option upon any securities
exchange or under any state or federal law, or the consent or approval of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting or exercise of the Option or the issuance or
purchase of shares under the Option, the Option may not be exercised in whole
or in part until such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board. The Company shall be under no obligation to effect or obtain any
such listing, registration, qualification, consent or approval if the Board
shall determine, in its discretion, that such action would not be in the best
interests of the Company. The Company shall not be liable for damages due to a
delay in the delivery or issuance of any stock certificates for any reason
whatsoever, including, but not limited to, a delay caused by listing,
registration or qualification of the shares of Stock subject to an Option under
any
<PAGE> 9
Stock Page 9
securities exchange or under any federal or state law, or by the effecting or
obtaining of any consent or approval of any governmental body with respect to
the granting or exercise of the Option or the issue or purchase of shares under
the Option.
17. WITHHOLDING OF TAXES
--------------------
The Committee shall make such provisions and take such steps as it may
deem necessary or appropriate for the withholding of any taxes which the
Company is required by any law or regulation of any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection
with any Option, including, but not limited to, the withholding of the issuance
of all or any portion of the shares of Stock subject to the Option until the
holder of the Option reimburses the Company for the amount required to be
withheld with respect to such taxes, cancelling any portion of the issuance of
the shares of Stock subject to the Option in an amount sufficient to reimburse
the Company for such amount, deducting from the Optionee's wages an amount
sufficient to reimburse the Company for such amount, or taking any other action
reasonably required to satisfy the withholding obligation of the Company.
18. REPURCHASE OPTION
-----------------
The Options and Option Shares are subject to the rights of the Company
and/or certain of the Employees to repurchase or acquire the Option Shares upon
the occurrence of certain events as prescribed in the Shareholders Agreement,
including but not limited to death or disability of the Optionee; cessation of
employment with the Company for any reason; or a transfer of the Option or
Option Shares, voluntarily, involuntarily or by operation of law.
19. IPO
---
Optionees shall cooperate in all respects with the Company in connection
with any proposed IPO or other registration of the Stock.
20. MODIFICATION OF OPTIONS
-----------------------
At any time and from time to time the Committee may execute an instrument
providing for modification, extension, or renewal of any outstanding Option,
provided that no such modification, extension or renewal shall impair the
Option in any respect without the consent of the holder of the Option.
21. AMENDMENT AND TERMINATION OF THE PLAN
-------------------------------------
The Committee may alter, suspend or discontinue the Plan, except that no
such action may increase the benefits accruing to Employees under the Plan,
increase (other than as provided in Section 4(a) hereof) the maximum number of
shares permitted to be issued upon the exercise of Options, or materially
modify the requirements as to eligibility for participation in the Plan unless
such action is subject to approval by the shareholders of the Company.
22. SHAREHOLDER RIGHTS
------------------
<PAGE> 10
Stock Page 10
A holder of an Option shall have none of the rights of a shareholder with
respect to the shares of Stock subject to the Option until the transfer of such
shares to him or her has been duly recorded on the stock transfer books of the
Company upon the exercise of the Option.
23. CONTINUED EMPLOYMENT NOT PRESUMED
---------------------------------
Nothing in the Plan or any document describing it nor the grant of an
Option shall give any Optionee the right to continue in employment with the
Company or affect the right of the Company to terminate the employment of any
Optionee with or without cause.
24. EFFECTIVE DATE
--------------
The foregoing Diamond Technology Partners, Inc. 1994 Stock Option Plan is
hereby adopted by the Company as of June 23, 1994.
Diamond Technology Partners Incorporated
By: __________________________________
Melvyn E. Bergstein,
Chief Executive Officer and President
<PAGE> 11
Stock Page 11
EXHIBIT A
TO
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
1994 STOCK OPTION PLAN
(as amended and restated as of October 21, 1996)
NOTICE OF EXERCISE
(to be executed only upon exercise of the Option)
Reference is made to the Diamond Technology Partners Incorporated Option
Agreement, dated as of ________________________, 1994 (the "Option Agreement"),
between Diamond Technology Partners Incorporated, a Delaware corporation (the
"Company"); __________________________________________________ (the
"Optionee"). Capitalized terms used herein and not otherwise defined have the
meanings assigned to such terms in the Option Agreement.
(a) The Optionee hereby irrevocably exercises the option for and Purchases
_______________ shares of Stock.
(b) The full purchase price for the shares of Stock being purchased
hereunder, calculated in accordance with the Option Agreement, is
$_______________, and the Optionee is delivering to the Company simultaneously
with the delivery of this Notice of Exercise a certified or bank cashier's
check payable to the order of the Company in such amount.
(c) The shares of Stock being purchased hereunder are being acquired for
the Optionee's own account and not with a view to distribution thereof in
violation of applicable Federal or state securities laws.
(d) The Optionee hereby agrees to be bound, with respect to the shares of
Stock being purchased hereunder, by the Shareholders Agreement and agrees to
execute or adopt such Shareholders Agreement as prescribed by the Company, as a
condition to receipt of the Stock.
(e) The Optionee requests that certificates for the shares of Stock being
purchased hereunder be issued in the name of and delivered to the Optionee at
the following address:
_________________________
_________________________
_________________________
_________________________
Dated as of ____________________ ______________________________
(Signature)
______________________________
(Name)
<PAGE> 12
Stock Page 12
______________________________
(Signature of Spouse)
______________________________
(Name)
<PAGE> 13
AMENDMENT NUMBER ONE
TO
AMENDED AND RESTATED
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
1994 STOCK OPTION PLAN
1. REFERENCE TO PLAN
-----------------
Reference is hereby made to that certain Amended and Restated Diamond
Technology Partners, Inc. 1994 Stock Option Plan (the "Plan"); as used herein,
the term Plan shall refer to the Plan as amended hereby. The terms used herein
which are defined in the Plan shall have the meanings provided for in the Plan,
unless otherwise defined herein. Except as expressly modified hereby, all of
the terms and provisions of the Plan shall continue in full force and effect.
2. GOVERNANCE OF PLAN BY BOARD
---------------------------
Subsection (c) of Section 2 of the Plan is hereby amended so as to read as
follows:
(c) "Committee" shall mean the Board, as constituted from
time to time, which is responsible for administering the Plan as
set forth in Section 6 hereof, or any committee designated by
resolution of the Board which shall succeed to the responsibility
of administering the Plan.
3. SHARES SUBJECT TO THE PLAN
--------------------------
The first paragraph of Section 3 of the Plan is hereby amended so as to
read in its entirety as follows:
Except as provided in Section 4(a) hereof, the aggregate
amount of Stock for which Options may be granted shall not exceed
5,400,000 shares less (at the time of the grant of any Option):
(i) all shares theretofore issued, and all shares subject to
options theretofore granted, to any party other than the Investor
Group or any member thereof or transferee therefrom; and (ii) all
other shares subject to any Option.
4. VESTING
-------
Section 10 of the Plan is hereby amended by adding the following as the
third paragraph of such section:
Notwithstanding anything contained in this Section 10, under
no circumstances may any part of any Option granted hereunder vest
sooner than six months from its Date of Grant.
5. EFFECTIVE DATE
--------------
This Amendment to the Plan is hereby adopted by the Board of Directors, as
of the 28th day of January, 1997.
Diamond Technology Partners Incorporated
<PAGE> 1
Non-Partner Page 1
Exhibit 4.4
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
STOCK OPTION AGREEMENT
Number of Shares of Stock
Option No. Subject to this Option: _____
THIS AGREEMENT, effective as of the _____ day of _______________, 199_ is
entered into by and between Diamond Technology Partners Incorporated, a
Delaware corporation, (the "Company") and _____________________________________
(the "Optionee").
WHEREAS, the Company has adopted the Diamond Technology Partners
Incorporated 1994 Stock Option Plan (as amended from time to time, the "Plan"),
which provides for the grant of qualified stock options (the "Options") to
employees of the Company as selected by the Company's Operations Committee (the
"Committee") to purchase shares of no par value common stock of the Company;
WHEREAS, the Optionee has been selected by the Committee to receive an
Option in accordance with the provisions of the Plan:
WHEREAS, the parties hereto desire to evidence in writing the terms and
conditions of the Option.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein contained and as an inducement to the Optionee
to continue as an employee of the Company, the parties hereto hereby agree as
follows:
1. DEFINITIONS.
------------
All capitalized terms used herein shall have the same meanings as are
ascribed to them in the Plan, unless expressly provided otherwise.
(a) "Date of Grant" shall mean the date of this Option Agreement as set
forth above.
(b) "Disability" shall mean any medically determinable physical or mental
impairment that, in the opinion of the Committee, based upon medical
reports and other evidence satisfactory to the Committee, can reasonably
be expected to prevent the Optionee from performing substantially all of
his customary duties of employment for a continuous period of not less
than twelve (12) months.
(c) "Employee" shall mean a salaried employee of the Company.
(d) "IPO" shall mean the closing of an initial public offering of Stock
registered
<PAGE> 2
Non-Partner Page 2
under the Securities Act of 1933, as amended.
(e) "Option Shares" shall mean the shares of Stock transferred
pursuant to the exercise of this Option.
(f) "Shareholders Agreement" shall mean that certain Amended and
Restated Voting and Stock Restriction Agreement dated as of the 1st day
of April, 1996, among the Company, the Investor Group and certain other
shareholders of the Company, as amended.
(g) "Stock" shall mean the no par value Common Stock of the Company.
(h) "Warrant" shall mean that certain Warrant to Purchase Shares of
Common Stock of the Company dated March 22, 1994 and issued to Safeguard
Scientifics, Inc.
2. GRANT OF OPTION; EXERCISE PRICE.
--------------------------------
The Committee, on behalf of the Company, hereby awards to the Optionee
this Option to purchase all or any part of the number of shares of Stock set
forth above at the Exercise Price of $____ per share, on the terms and
conditions set forth herein and subject in all respects to the terms and
provisions of the Plan, which is incorporated herein by reference.
3. RESTRICTIONS ON TRANSFER.
-------------------------
This Option may not be transferred, assigned, pledged or hypothecated in
any way and will not be subject to execution, attachment or similar process,
except by will or under the laws of descent and distribution or pursuant to a
domestic relations order issued by a court of competent jurisdiction and, in
any event, will be subject to the Plan and the Shareholders Agreement. The
Option Shares may be transferred, assigned, pledged or hypothecated,
voluntarily, involuntarily or by operation of law, only as provided in the
Shareholders Agreement.
This Option will terminate immediately upon any attempted transfer,
assignment, pledge or hypothecation of this Option in violation of this Section
3, and any attempted transfer, assignment, pledge or hypothecation of any
Option Shares in violation of this Section 3 will be void without further
action by the Company and have no effect.
4. RESTRICTIONS ON VOTING.
-----------------------
As provided in the Shareholders Agreement, until the occurrence of an IPO,
Option Shares will be voted by the Chief Executive Officer of the Company,
pursuant to an irrevocable proxy, executed by the Optionee upon the exercise of
this Option.
5. VESTING OF OPTION.
------------------
This Option is exercisable only upon and after vesting. Except as
provided below in this
<PAGE> 3
Non-Partner Page 3
Section 5, this Option shall fully vest upon the third anniversary of the Date
of Grant.
The above vesting schedule assumes the Optionee's continuous employment
with the Company. Except as provided below, no portion of this Option shall
vest after the date the Optionee ceases to be an Employee for any reason, and
any unvested portion of this Option theretofore held by the Optionee in such
case shall be cancelled as of that date.
Notwithstanding anything to the contrary above, if the Optionee dies or
suffers a Disability during the vesting period described in this Section 5, and
the Optionee was an Employee at the time of such death or Disability, the
unvested portion of this Option shall automatically vest on the date of death
or Disability.
6. WHEN OPTION MAY BE EXERCISED.
-----------------------------
(a) Except as provided in subsections (b) and (c) of this Section 6, the
vested portion of this Option shall be exercised, if at all, by the
Optionee at any time before the fifth anniversary of its Date of Grant.
(b) If the Optionee ceases to be an Employee for any reason, the
Optionee's vested Options must be exercised, if at all, not later than 90
days following the date the Optionee ceases to be an Employee. Any
unvested portion of this Option terminates immediately upon the cessation
of employment of the Optionee.
(c) The Company shall notify the Optionee of any transaction involving
the sale of all the Stock; such notice to be given at such time as the
Company determines under the circumstances, provided that the Optionee
shall have a reasonable time to consider and effect the Optionee's
election as provided hereafter. If the Optionee desires to exercise the
vested portion of this Option prior to such sale and so notifies the
Company, the Company may elect to pay the Optionee the excess of the
amount received or to be received for the Option Shares over the amount
that would have been received from the Optionee upon the exercise of the
vested portion of this Option. The vested portion of this Option shall
not be exercisable after the closing of such sale and this Option, vested
or unvested, if not exercised as provided above, shall terminate upon the
closing of such sale.
7. EXERCISE OF OPTION.
-------------------
During the Optionee's lifetime, this Option shall be exercisable only by
the Optionee or his legal representative or guardian. This Option shall not be
exercisable by the spouse of the Optionee during the Optionee's lifetime,
unless such spouse is acting in his or her capacity as the legal representative
or guardian of the Optionee. In the event of the Optionee's death, this Option
shall be exercisable by the person or entity (including the Optionee's estate)
that has obtained the Optionee's rights under the Option by will or under the
laws of descent and distribution.
This Option may be exercised by submitting to the Company (a) a Notice of
Exercise in
<PAGE> 4
Non-Partner Page 4
the form attached hereto as Exhibit A, (b) any other written representations,
covenants, and other undertakings that the Company may prescribe pursuant to
the Shareholders Agreement or to satisfy securities laws and regulations or
other requirements, and (c) a certified or bank cashier's check payable to the
order of the Company in an amount equal to the full purchase price (the number
of Option Shares multiplied by the Exercise Price) of the shares to be
purchased.
By accepting this Option, the Optionee consents to any withholding from
the Optionee's wages as described in Section 17 of the Plan.
8. MODIFICATION OF OPTION.
-----------------------
At any time and from time to time the Committee may cause the Company to
execute an instrument providing for modification, extension, or renewal of this
Option, provided that no such modification, extension or renewal shall impair
the Option in any respect without the consent of the Optionee.
9. SHAREHOLDER RIGHTS.
-------------------
The Optionee shall have none of the rights of a shareholder with respect
to the Option Shares subject to the Option until the transfer of such shares to
the Optionee has been duly recorded on the stock transfer books of the Company
upon the exercise of the Option. As a precondition to the transfer of the
Option Shares to the Optionee, the Optionee shall execute and deliver to the
Company, in the form prescribed by the Company, either a counterpart of the
Shareholders Agreement or an agreement under which the Optionee adopts and
agrees to be bound by the Shareholders Agreement. The certificates representing
the Option Shares shall bear the legends as provided in the Plan or the
Shareholders Agreement.
10. DILUTION.
---------
The Optionee acknowledges that upon the issuance of shares to any person
(other than an issuance described in the first paragraph of Section 4 of the
Plan), whether pursuant to the exercise of the Warrant or otherwise, the
Optionee will suffer a corresponding dilution of the Optionee's interest in the
Stock.
11. COOPERATION WITH IPO.
---------------------
The Optionee shall cooperate in all respects with the Company in
connection with any proposed IPO or other registration of the Stock.
12. CONTINUED EMPLOYMENT NOT PRESUMED.
----------------------------------
Nothing in the Plan or any document describing it nor this Agreement shall
give the Optionee the right to continue in employment with the Company or
affect the right of the Company to terminate the employment of the Optionee,
with or without cause, at any time.
<PAGE> 5
Non-Partner Page 5
13. QUALIFIED INCENTIVE STOCK OPTION.
---------------------------------
To the extent that the aggregate Fair Market Value (as of the Date of
Grant) of the Option Shares issuable under all Options (including this Option)
granted to an individual which are exercisable for the first time by such
individual during any calendar year exceeds $100,000, such Options shall be
treated as options that are not "incentive stock options" under the Code. The
Plan is not intended to qualify as an "employee stock purchase plan" within the
meaning of Internal Revenue Code Section 423.
14. RECEIPT AND REVIEW OF PLAN.
---------------------------
The Optionee acknowledges receipt of a copy of the Plan and the
Shareholders Agreement and further acknowledges notice of the terms,
conditions, restrictions and limitations contained therein, including the
existence of certain agreements with third parties that may affect the shares
as set forth in Section 18 of the Plan, securities law restrictions as set
forth in Section 15 of the Plan, the possibility of a reduction in shares as
set forth in Section 5 of the Plan, and the repurchase option set forth in the
Shareholders Agreement.
15. CONFLICTS.
----------
The Company and the Optionee agree to be bound by all of the terms,
conditions, restrictions and limitations of the Plan as the same shall be
amended from time to time in accordance with the terms thereof, but no such
amendment shall, without the Optionee's consent, adversely affect the rights
specifically granted the Optionee hereunder. In the event of any conflict
between the provisions of this Agreement and the Plan, the provisions of the
Plan shall control.
16. NOTICES.
--------
All notices by one party to the other under this Agreement shall be in
writing. Any notice under this Agreement to the Committee or to the Company
shall be addressed to the Company at Suite 3000, 875 N. Michigan Avenue,
Chicago, Illinois 60611, and any notice to the Optionee shall be addressed to
the Optionee at the address listed beneath the Optionee's signature hereto. If
mailed by United States mail, properly addressed and proper postage prepaid or
if sent by recognized overnight courier service, notice shall be effective on
the date of mailing or delivery to such courier. If served personally, notice
shall be effective as of the date of delivery to the address of the party to
whom the notice is addressed. If the effective date as provided above is not a
business day, the effective date shall be the next regular business day.
Either party may at any time notify the other in writing of a new address for
service of notice upon that party.
17. SEVERABILITY.
-------------
If any provision of this Agreement for any reason should be found by any
arbitrator or court of competent jurisdiction to be invalid, illegal or
unenforceable, in whole or in part, such declaration shall not affect the
validity, legality, or enforceability of any remaining provision or portion
hereof, which remaining provision or portion shall remain in full force and
effect as if this
<PAGE> 6
Non-Partner Page 6
Agreement had been adopted with the invalid, illegal or unenforceable provision
or portion eliminated.
18. HEADINGS.
---------
The headings and captions utilized in this Agreement shall not be
construed to limit or modify the terms or meaning of this Agreement.
19. AGREED FORUM.
-------------
All acts required to be performed by the Optionee hereunder shall be
deemed to be performed in Chicago, Cook County, Illinois, and the Optionee
hereby submits to the jurisdiction of any state or Federal court located in
Chicago, Illinois and waives any and all objections to the jurisdiction of such
counts and the venue of any action brought therein.
20. ARBITRATION.
------------
At the election of the Company, any dispute arising under this Agreement
will be settled by final and binding arbitration conducted in accordance with
and subject to the Commercial Arbitration Rules of the American Arbitration
Association. To the extent permitted or required by law, judgment upon the
decision rendered in any such arbitration may be entered in any court having
jurisdiction thereof, or application may be made to such court for a judicial
acceptance of the decision and enforcement thereof.
21. EQUITABLE RELIEF.
-----------------
The Company shall be entitled to enforce the terms and provisions of this
Agreement by an action for injunction or specific performance or an action for
damages or all of them, or may be made the subject of the arbitration
proceedings described in the preceding section.
22. APPLICABLE STATE LAW.
---------------------
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois.
23. SUCCESSORS AND ASSIGNS.
-----------------------
Subject to the limitations of the transferability of this Option, this
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors and assigns of the parties hereto.
<PAGE> 7
Non-Partner Page 7
24. JOINDER OF SPOUSE.
------------------
The Optionee's spouse has executed this Agreement for the purpose of
evidencing his or her consent to the agreements herein contained and for the
further purpose of agreeing that any community property interest, or other
right, title or interest, which he or she may have in this Option or in Option
Shares issued in the Optionee's name shall be subject to and bound by the terms
herein. The Optionee agrees to cause any future spouse of such Optionee to
execute a counterpart of this Agreement agreeing to be likewise bound.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
OPTIONEE: THE COMPANY:
Diamond Technology Partners Incorporated
By:________________________________________
Name: Melvyn E. Bergstein
Title: Chief Executive Officer and President
ADDRESS:
______________________________
______________________________
SPOUSE OF OPTIONEE:
______________________________
<PAGE> 8
Non-Partner Page 8
EXHIBIT A
TO
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
1994 STOCK OPTION PLAN
NOTICE OF EXERCISE
(to be executed only upon exercise of the Option)
Reference is made to the Diamond Technology Partners Incorporated Option
Agreement, dated as of _____________________, 199__ (the "Option Agreement"),
between Diamond Technology Partners Incorporated, a Delaware corporation (the
"Company"); ____________________________________ (the "Optionee"). Capitalized
terms used herein and not otherwise defined have the meanings assigned to such
terms in the Option Agreement.
1. The Optionee hereby irrevocably exercises the option for and Purchases
___________ shares of Stock.
2. The full purchase price for the shares of Stock being purchased hereunder,
calculated in accordance with the Option Agreement, is $_______________, and
the Optionee is delivering to the Company simultaneously with the delivery of
this Notice of Exercise a certified or bank cashier's check payable to the
order of the Company in such amount.
3. The shares of Stock being purchased hereunder are being acquired for
the Optionee's own account and not with a view to distribution thereof in
violation of applicable Federal or state securities laws.
4. The Optionee hereby agrees to be bound, with respect to the shares of
Stock being purchased hereunder, by the Shareholders Agreement and agrees to
execute or adopt such Shareholders Agreements as prescribed by the Company, as
a condition to receipt of the shares of Stock.
5. The Optionee requests that certificates for the shares of Stock being
purchased hereunder be issued in the name of and delivered to the Optionee at
the following address:
_________________________
_________________________
_________________________
Dated as of ____________________ ______________________________
(Signature)
______________________________
(Name)
______________________________
<PAGE> 9
Non-Partner Page 9
(Signature of Spouse)
______________________________
(Name)
<PAGE> 10
Partner Page 1
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
STOCK OPTION AGREEMENT
Number of Shares of Stock
Option No. 1 Subject to this Option:
THIS AGREEMENT, effective as of the _____ day of _______________, 1996 is
entered into by and between Diamond Technology Partners Incorporated, a
Delaware corporation, (the "Company") and ____________________ (the "Optionee").
WHEREAS, the Company has adopted the Diamond Technology Partners
Incorporated 1994 Stock Option Plan (as amended from time to time, the "Plan"),
which provides for the grant of qualified stock options (the "Options") to
employees of the Company as selected by the Company's Operations Committee (the
"Committee") to purchase shares of no par value common stock of the Company;
WHEREAS, the Optionee has been selected by the Committee to receive an
Option in accordance with the provisions of the Plan:
WHEREAS, the parties hereto desire to evidence in writing the terms and
conditions of the Option.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein contained and as an inducement to the Optionee
to continue as an employee of the Company, the parties hereto hereby agree as
follows:
1. DEFINITIONS.
------------
All capitalized terms used herein shall have the same meanings as are
ascribed to them in the Plan, unless expressly provided otherwise.
(a) "Date of Grant" shall mean the date of this Option Agreement as
set forth above.
(b) "Disability" shall mean any medically determinable physical or
mental impairment that, in the opinion of the Committee, based upon
medical reports and other evidence satisfactory to the Committee, can
reasonably be expected to prevent the Optionee from performing
substantially all of his customary duties of employment for a continuous
period of not less than twelve (12) months.
(c) "Employee" shall mean a salaried employee of the Company.
<PAGE> 11
Partner Page 3
(d) "IPO" shall mean the closing of an initial public offering of the
Stock registered under the Securities Act of 1933, as amended.
(e) "Option Shares" shall mean the shares of Stock transferred
pursuant to the exercise of this Option.
(f) "Shareholders Agreement" shall mean that certain Amended and
Restated Voting and Stock Restriction Agreement dated as of the 1st day
of April, 1996 among the Company, the Investor Group and certain other
shareholders of the Company, as amended.
(g) "Stock" shall mean the no par value common stock of the Company.
(h) "Vesting Date" shall mean the April 1st of the calendar year in
which the Date of Grant has occurred, if the Date of Grant is a date
after March 31st of such year, but before October 1st of the same year;
otherwise, the Vesting Date shall mean the preceding October 1st except
in the event the Date of Grant is October 1st, in which case the Vesting
Date shall be the Date of Grant.
(i) "Warrant" shall mean that certain Warrant to Purchase Shares of
Common Stock of the Company dated March 22, 1994 and issued to Safeguard
Scientifics, Inc.
2. GRANT OF OPTION; EXERCISE PRICE.
--------------------------------
The Committee, on behalf of the Company, hereby awards to the Optionee
this Option to purchase all or any part of the number of shares of Stock set
forth above at the Exercise Price of $____ per share, on the terms and
conditions set forth herein and subject in all respects to the terms and
provisions of the Plan, which is incorporated herein by reference.
3. RESTRICTIONS ON TRANSFER.
-------------------------
This Option may not be transferred, assigned, pledged or hypothecated in
any way and will not be subject to execution, attachment or similar process,
except by will or under the laws of descent and distribution or pursuant to a
domestic relations order issued by a court of competent jurisdiction and, in
any event, will be subject to the Plan and the Shareholders Agreement. The
Option Shares may be transferred, assigned, pledged or hypothecated,
voluntarily, involuntarily or by operation of law, only as provided in the
Shareholders Agreement.
This Option will terminate immediately upon any attempted transfer,
assignment, pledge or hypothecation of this Option in violation of this Section
3, and any attempted transfer, assignment, pledge or hypothecation of any
Option Shares in violation of this Section 3 will be void without further
action by the Company and have no effect.
4. VOTING OF OPTION SHARES.
------------------------
<PAGE> 12
Partner Page 4
As provided in the Shareholders Agreement, until the occurrence of an IPO,
Option Shares will be voted by the Chief Executive Officer of the Company,
pursuant to an irrevocable proxy, executed by the Optionee upon the exercise of
this Option.
5. VESTING OF OPTION.
------------------
This Option is exercisable only upon and after vesting. Except as
provided in Section 6 hereof, this Option shall vest according to the following
schedule:
(a) as to ten percent (10%) of the Option Shares, on
the first anniversary of the Vesting Date;
(b) as to an additional fifteen percent (15%) of the
Option Shares, on the second anniversary of the Vesting Date;
and
(c) as to an additional twenty-five percent (25%) of
the Option Shares, on each of the third, fourth, and fifth
anniversaries of the Vesting Date.
The above vesting schedule assumes the Optionee's continuous employment
with the Company. Except as provided in Section 6 hereof, no portion of this
Option shall vest after the date the Optionee ceases to be an Employee for any
reason, and any unvested portion of this Option theretofore held by the
Optionee in such case shall be canceled as of that date.
6. SPECIAL VESTING RULES.
----------------------
Notwithstanding anything to the contrary in Section 5 hereof, if the
Optionee dies or suffers a Disability during the vesting period described in
said Section 5, and the Optionee was an Employee at the time of such death or
Disability, the unvested portion of this Option shall automatically vest on the
date of death or Disability.
7. WHEN OPTION MAY BE EXERCISED.
-----------------------------
(a) Except as provided in subsections (b) and (c) of this Section 7,
the vested portion of this Option shall be exercised, if at all, by the
Optionee at any time before the seventh anniversary of its Date of Grant.
(b) If the Optionee ceases to be an Employee for any reason, the
vested portions of the Optionee's Options must be exercised, if at all,
not later than 90 days following the date the Optionee ceases to be an
Employee. Any unvested portion of this Option terminates immediately
upon the cessation of employment of the Optionee.
(c) The Company shall notify the Optionee of any transaction
involving the sale of all the Stock; such notice to be given at such time
as the Company determines under the circumstances, provided that the
Optionee shall have a reasonable time to consider and effect the
Optionee's election as provided hereafter. If the Optionee desires
<PAGE> 13
Partner Page 5
to exercise the vested portion of this Option prior to such sale and so
notifies the Company, the Company may elect to pay the Optionee the excess
of the amount received or to be received for the Option Shares over the
amount that would have been received from the Optionee upon the exercise
of the vested portion of this Option. The vested portion of this Option
shall not be exercisable after the closing of such sale and this Option,
vested or unvested, if not exercised as provided above, shall terminate
upon the closing of such sale.
8. EXERCISE OF OPTION.
-------------------
During the Optionee's lifetime, this Option shall be exercisable only by
the Optionee or his legal representative or guardian. This Option shall not be
exercisable by the spouse of the Optionee during the Optionee's lifetime,
unless such spouse is acting in his or her capacity as the legal representative
or guardian of the Optionee. In the event of the Optionee's death, this Option
shall be exercisable by the person or entity (including the Optionee's estate)
that has obtained the Optionee's rights under the Option by will or under the
laws of descent and distribution.
This Option may be exercised by submitting to the Company (a) a Notice of
Exercise in the form attached hereto as Exhibit A, (b) any other written
representations, covenants, and other undertakings that the Company may
prescribe pursuant to the Shareholders Agreement or to satisfy securities laws
and regulations or other requirements, and (c) a certified or bank cashier's
check payable to the order of the Company in an amount equal to the full
purchase price (the number of Option Shares multiplied by the Exercise Price)
of the shares to be purchased.
By accepting this Option, the Optionee consents to any withholding from
the Optionee's wages as described in Section 17 of the Plan.
9. MODIFICATION OF OPTION.
-----------------------
At any time and from time to time, the Committee may cause the Company to
execute an instrument providing for modification, extension, or renewal of this
Option, provided that no such modification, extension or renewal shall impair
the Option in any respect without the consent of the Optionee.
10. SHAREHOLDER RIGHTS.
-------------------
The Optionee shall have none of the rights of a shareholder with respect
to the Option Shares subject to the Option until the transfer of such shares to
the Optionee has been duly recorded on the stock transfer books of the Company
upon the exercise of the Option. As a precondition to the transfer of the
Option Shares to the Optionee, the Optionee shall execute and deliver to the
Company, in the form prescribed by the Company, either a counterpart of the
Shareholders Agreement or an agreement under which the Optionee adopts and
agrees to be bound by the Shareholders Agreement. The certificates representing
the Option Shares shall bear the legends as provided in the Plan or the
Shareholders Agreement.
<PAGE> 14
Partner Page 6
11. DILUTION.
---------
The Optionee acknowledges that upon the issuance of shares to any person
(other than an issuance described in the first paragraph of Section 4 of the
Plan), whether pursuant to the exercise of the Warrant or otherwise, the
Optionee will suffer a corresponding dilution of the Optionee's interest in the
Stock.
12. COOPERATION WITH IPO.
---------------------
The Optionee shall cooperate in all respects with the Company in
connection with any proposed IPO or other registration of the Stock.
13. CONTINUED EMPLOYMENT NOT PRESUMED.
----------------------------------
Nothing in the Plan or any document describing it nor this Agreement shall
give the Optionee the right to continue in employment with the Company or
affect the right of the Company to terminate the employment of the Optionee,
with or without cause, at any time.
14. QUALIFIED INCENTIVE STOCK OPTION.
---------------------------------
To the extent that the aggregate Fair Market Value (as of the Date of
Grant) of the Option Shares issuable under all Options (including this Option)
granted to an individual which are exercisable for the first time by such
individual during any calendar year exceeds $100,000, such Options shall be
treated as options that are not "incentive stock options" under the Code. The
Plan is not intended to qualify as an "employee stock purchase plan" within the
meaning of Internal Revenue Code Section 423.
15. RECEIPT AND REVIEW OF PLAN AND SHAREHOLDERS AGREEMENT.
------------------------------------------------------
The Optionee acknowledges receipt of copies of the Plan and the
Shareholders Agreement and further acknowledges notice of the terms,
conditions, restrictions and limitations contained therein, including the
existence of certain agreements with third parties that may affect the shares
as set forth in Section 18 of the Plan, securities law restrictions as set
forth in Section 15 of the Plan, the possibility of a reduction in shares as
set forth in Section 5 of the Plan, and the repurchase options set forth in the
Shareholders Agreement.
16. CONFLICTS.
----------
The Company and the Optionee shall be bound by all of the terms,
conditions, restrictions and limitations of the Plan as the same shall be
amended from time to time in accordance with the terms thereof, but no such
amendment shall, without the Optionee's consent, adversely affect the rights
specifically granted the Optionee hereunder. In the event of any conflict
between the provisions of this Agreement and the Plan, the provisions of the
Plan shall control.
17. NOTICES.
--------
<PAGE> 15
Partner Page 7
All notices by one party to the other under this Agreement shall be in
writing. Any notice under this Agreement to the Committee or to the Company
shall be addressed to the Company at Suite 3000, 875 N. Michigan Avenue,
Chicago, Illinois 60611, and any notice to the Optionee shall be addressed to
the Optionee at the address listed beneath the Optionee's signature hereto. If
mailed by United States mail, properly addressed and proper postage prepaid or
if sent by recognized overnight courier service, notice shall be effective on
the date of mailing or delivery to such courier. If served personally, notice
shall be effective as of the date of delivery to the address of the party to
whom the notice is addressed. If the effective date as provided above is not a
business day, the effective date shall be the next regular business day.
Either party may at any time notify the other as provided above of a new
address for service of notice upon that party.
18. SEVERABILITY.
-------------
If any provision of this Agreement for any reason should be found by any
arbitrator or court of competent jurisdiction to be invalid, illegal or
unenforceable, in whole or in part, such declaration shall not affect the
validity, legality, or enforceability of any remaining provision or portion
hereof, which remaining provision or portion shall remain in full force and
effect as if this Agreement had been adopted with the invalid, illegal or
unenforceable provision or portion eliminated.
19. HEADINGS.
---------
The headings and captions utilized in this Agreement shall not be
construed to limit or modify the terms or meaning of this Agreement.
20. AGREED FORUM.
-------------
All acts required to be performed by the Optionee hereunder shall be
deemed to be performed in Chicago, Cook County, Illinois, and the Optionee
hereby submits to the jurisdiction of any state or Federal court located in
Chicago, Illinois and waives any and all objections to the jurisdiction of such
courts and the venue of any action brought therein.
21. ARBITRATION.
------------
At the election of the Company, any dispute arising under this Agreement
will be settled by final and binding arbitration conducted in accordance with
and subject to the Commercial Arbitration Rules of the American Arbitration
Association. To the extent permitted or required by law, judgment upon the
decision rendered in any such arbitration may be entered in any court having
jurisdiction thereof, or application may be made to such court for a judicial
acceptance of the decision and enforcement thereof.
22. EQUITABLE RELIEF.
-----------------
The Company shall be entitled to enforce the terms and provisions of this
Agreement by
<PAGE> 16
Partner Page 8
an action for injunction or specific performance or an action for damages or
all of them, or may be made the subject of the arbitration proceedings
described in the preceding section.
23. APPLICABLE STATE LAW.
---------------------
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois.
24. SUCCESSORS AND ASSIGNS.
-----------------------
Subject to the limitations on the transferability of this Option, this
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors and assigns of the parties hereto.
25. JOINDER OF SPOUSE.
------------------
The Optionee's spouse has executed this Agreement for the purpose of
evidencing his or her consent to the agreements herein contained and for the
further purpose of agreeing that any community property interest, or other
right, title or interest, which he or she may have in this Option or in Option
Shares issued in the Optionee's name shall be subject to and bound by the terms
herein. The Optionee agrees to cause any future spouse of such Optionee to
execute a counterpart of this Agreement agreeing to be likewise bound.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
OPTIONEE: THE COMPANY:
Diamond Technology Partners Incorporated
By:__________________________________________
Name: Melvyn E. Bergstein
Title: Chief Executive Officer and President
ADDRESS:
______________________________
______________________________
SPOUSE OF OPTIONEE:
______________________________
<PAGE> 17
Partner Page 9
EXHIBIT A
TO
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
1994 STOCK OPTION PLAN
NOTICE OF EXERCISE
(to be executed only upon exercise of the Option)
Reference is made to the Diamond Technology Partners Incorporated Option
Agreement, dated as of _____________ _____, 199__ (the "Option Agreement"),
between Diamond Technology Partners Incorporated, a Delaware corporation (the
"Company"); _________ ___________________________________ (the "Optionee").
Capitalized terms used herein and not otherwise defined have the meanings
assigned to such terms in the Option Agreement.
1. The Optionee hereby irrevocably exercises the option for and Purchases
_______________ shares of Stock.
2. The full purchase price for the shares of Stock being purchased
hereunder, calculated in accordance with the Option Agreement, is
$_______________, and the Optionee is delivering to the Company simultaneously
with the delivery of this Notice of Exercise a certified or bank cashier's
check payable to the order of the Company in such amount.
3. The shares of Stock being purchased hereunder are being acquired for
the Optionee's own account and not with a view to distribution thereof in
violation of applicable Federal or state securities laws.
4. The Optionee hereby agrees to be bound, with respect to the shares of
Stock being purchased hereunder, by the Shareholders Agreement and agrees to
execute or adopt such Shareholders Agreement as prescribed by the Company, as a
condition to receipt of the shares of Stock.
5. The Optionee requests that certificates for the shares of Stock being
purchased hereunder be issued in the name of and delivered to the Optionee at
the following address:
_________________________
_________________________
_________________________
_________________________
Dated as of ____________________ ______________________________
(Signature)
______________________________
(Name)
<PAGE> 18
Partner Page 10
______________________________
(Signature of Spouse)
______________________________
(Name)
<PAGE> 1
Exhibit 5.1
(312) 321-1700
ggtech.com
July 21, 1997
Diamond Technology Partners Incorporated
875 N. Michigan Avenue, Suite 3000
Chicago, Illinois 60611
Re: 3,500,000 Shares of Common Stock to be Issued or Transferred
and Sold Pursuant to the Diamond Technology Partners Incorporated
1994 Stock Option Plan, as amended
Gentlemen:
We have acted as counsel for Diamond Technology Partners Incorporated, a
Delaware corporation (the "Company"), in connection with the proposed issuance
and sale of up to 3,500,000 shares of Class B Common Stock, par value $.001 per
share or Class A Common Stock, par value $.001 per share, of the Company (the
"Shares") upon the exercise of options granted or to be granted pursuant to the
Company's 1994 Stock Option Plan, as amended (the "Plan"), as described in the
Registration Statement on Form S-8 of the Company filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and, based thereon, we are of the
opinion that the Shares which may be issued or transferred and sold pursuant to
the Plan and the authorized forms of stock option agreements thereunder will
be, when issued or transferred and sold in accordance with such Plan and
agreements and upon payment of at least par value therefore, duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
\s\ GORDON & GLICKSON P.C.
------------------------------
GORDON & GLICKSON P.C.
rjl
cc: Mr. Michael E. Mikolajczyk
<PAGE> 1
Exhibit No. 23.2
CONSENT OF KPMG PEAT MARWICK LLP
To the Board of Directors
Diamond Technology Partners Incorporated:
We consent to incorporation by reference in this registration statement on Form
S-8 of Diamond Technology Partners Incorporated and subsidiary of our reports
dated April 18, 1997, relating to the consolidated balance sheets of Diamond
Technology Partners Incorporated and subsidiary as of March 31, 1997 and 1996,
and the related statements of operations, stockholders' equity, and cash flows,
and the related financial statement schedule, for each of the years in the
three-year period ended March 31, 1997, which reports appear in the March 31,
1997 annual report on Form 10K of Diamond Technology Partners Incorporated.
KPMG Peat Marwick LLP
Chicago, Illinois
July 21, 1997
