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EXHIBIT 4.4
DIAMONDCLUSTER INTERNATIONAL, INC.
2000 STOCK OPTION PLAN
1. Purpose. The DiamondCluster International, Inc. 2000 Stock Option Plan
(the "Plan") is intended to promote the long-term success of DiamondCluster
International, Inc. (the "Company") and its stockholders by strengthening the
Company's ability to attract and retain highly competent executives and other
selected employees and to provide a means to encourage stock ownership and
proprietary interest in the Company.
2. Term. The Plan shall become effective upon the date (the "Effective
Date") it is approved by the affirmative vote of the holders of a majority of
the securities of the Company present or represented, and entitled to vote at a
meeting of stockholders of the Company and shall terminate at the close of
business on the tenth anniversary of the Effective Date unless terminated
earlier under Section 14. After termination of the Plan, no future awards may
be granted, but previously granted awards shall remain outstanding in
accordance with their applicable terms and conditions and the terms and
conditions of the Plan.
3. Plan Administration. The Company's Management Committee, as constituted
from time to time, or any other committee appointed by the Board (the
"Committee"), shall be responsible for administering the Plan. Except as
otherwise provided in the Plan, the Committee shall have full and exclusive
power to interpret the Plan and to adopt such rules, regulations and guidelines
for carrying out the Plan as it may deem necessary or proper, and such power
shall be executed in the best interests of the Company and in keeping with the
objectives of the Plan. The interpretation and construction of any provision of
the Plan or any option or right granted hereunder and all determinations by the
Committee in each case shall be final, binding and conclusive with respect to
all interested parties.
4. Eligibility. Any employee of the Company shall be eligible to receive one
or more awards under the Plan. Directors of the Company who are not employed by
the Company will be considered "employees" eligible to receive awards under the
Plan, but only for purposes of nonqualified stock options. Consultants of the
Company qualifying as "employees" within the meaning of Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), shall also be
eligible to receive awards under the Plan. "Company" includes any entity that
is directly or indirectly controlled by the Company or any entity in which the
Company has a significant equity interest, as determined by the Committee.
5. Shares of Common Stock Subject to the Plan. Subject to the provisions of
Section 6 of the Plan, the aggregate number of shares of Class B Common Stock,
$0.001 par value (and shares of Class A Common Stock into which such Class B
Common Stock may be converted), of the Company ("Stock") which may be
transferred to participants under the Plan shall be 8,500,000 shares. The
aggregate number of shares of Stock that may be granted in the form of
incentive stock options ("ISOs") intended to comply with Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), shall be 8,500,000.
Unless otherwise determined by the Committee, the aggregate number of shares of
Stock that may be covered by awards granted to any single individual under the
Plan shall not exceed 50,000 shares per fiscal year of the Company.
Shares subject to awards under the Plan which expire, terminate, or are
canceled prior to exercise or, in the case of awards granted under Section 8.3,
do not vest, shall thereafter be available for the granting of other awards.
Shares which have been exchanged by a participant as full or partial payment to
the Company in connection with any award under the Plan also shall thereafter
be available for the granting of other awards. In instances where a stock
appreciation right ("SAR") or other award is settled in cash, the shares
covered by such award shall remain available for issuance under the Plan.
Likewise, the payment of cash dividends and dividend equivalents paid in cash
in conjunction with outstanding awards shall not be counted against the shares
available for issuance.
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Any shares of Stock issued under the Plan may consist in whole or in part of
authorized and unissued shares or of treasury shares, and no fractional shares
shall be issued under the Plan. Cash may be paid in lieu of any fractional
shares in settlements of awards under the Plan.
6. Adjustments. In the event of any stock dividend, stock split, combination
or exchange of shares, merger, consolidation, spin-off, recapitalization or
other distribution (other than normal cash dividends) of Company assets to
stockholders, or any other change affecting shares of Stock or share price,
such proportionate adjustments, if any, as the Committee in its discretion may
deem appropriate to reflect such change shall be made with respect to (1) the
aggregate number of shares of Stock that may be issued under the Plan; (2) each
outstanding award made under the Plan; and (3) the exercise price per share for
any outstanding stock options, SARs or similar awards under the Plan.
7. Fair Market Value. "Fair Market Value," for all purposes of the Plan,
shall mean the average of the closing price of a share of Stock on the NASDAQ
National Market System for the ten trading days immediately preceding the date
of grant.
8. Awards. Except as otherwise provided in this Section 8, the Committee
shall determine the type or types of award(s) to be made to each participant
and the number of shares of Stock subject to each such award, and any other
terms, conditions and limitations applicable to such award. Awards may be
granted singly, in combination or in tandem. Awards also may be made in
combination or in tandem with, in replacement of, as alternatives to or as the
payment form for grants or rights under any other compensation plan or
individual contract or agreement of the Company including those of any acquired
entity. The types of awards that may be granted under the Plan are:
8.1 Stock Options. A stock option is a right to purchase a specified
number of shares of Stock during a specified period. A stock option may be
in the form of an ISO which complies with Section 422 of the Code. The
purchase price per share for each stock option shall be not less than 100%
of Fair Market Value on the date of grant; except that the Committee may
set the purchase price per share for an award not intended to be an ISO at
less than 100% of Fair Market Value on the date of grant. The price at
which shares may be purchased under a stock option shall be paid in full by
the optionee at the time of the exercise in cash or such other method
permitted by the Committee, including (1) tendering shares; (2) authorizing
a third party to sell the shares (or a sufficient portion thereof) acquired
upon exercise of a stock option and assigning the delivery to the Company
of a sufficient amount of the sale proceeds to pay for all the shares
acquired through such exercise; or (3) any combination of the above.
8.2 SARs. A SAR is a right to receive a payment, in cash and/or shares,
equal to the excess of the Fair Market Value of a specified number of
shares of Stock on the date the SAR is exercised over the Fair Market Value
on the date the SAR was granted as set forth in the applicable award
agreement; except that if a SAR is granted retroactively in tandem with or
in substitution for a stock option, the designated Fair Market Value set
forth in the award agreement shall be no lower than the Fair Market Value
of a share for such tandem or replaced stock option.
8.3 Stock Awards. A stock award is a grant made or denominated in shares
or units equivalent in value to shares. All or part of any stock award may
be subject to conditions and restrictions as set forth in the applicable
award agreement, which may be based on continuous service with the Company
or the achievement of performance goals related to profits, profit growth,
profit-related return ratios, cash flow or total stockholder return, where
such goals may be stated in absolute terms or relative to comparable
companies.
9. Dividends and Dividend Equivalents. Any awards under the Plan may earn
dividends or dividend equivalents as set forth in the applicable award
agreement. Such dividends or dividend equivalents may be paid currently or may
be credited to a participant's account. Any crediting of dividends or dividend
equivalents may be subject to such restrictions and conditions may be
established in the applicable award agreement, including reinvestment in
additional shares or share equivalents.
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10. Deferrals and Settlements. Payment of awards may be in the form of cash,
stock, other awards or combinations thereof as shall be determined at the time
of grant, and with such restrictions as may be imposed in the award agreement.
The Committee also may require or permit participants to elect to defer the
issuance of shares or the settlement of awards in cash under such rules and
procedures as it may establish under the Plan. It also may provide that
deferred settlements include the payment or crediting of interest on the
deferral amounts, or the payment or crediting of dividend equivalents where the
deferral amounts are denominated in shares.
11. Transferability and Exercisability. Awards granted under the Plan shall
not be transferable or assignable other than (1) by will or the laws of descent
and distribution; (2) by gift or other transfer of an award to any trust or
estate in which the original award recipient or such recipient's spouse or
other immediate relative has a substantial beneficial interest, or to a spouse
or other immediate relative, provided that any such transfer is permitted by
Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as in effect
when such transfer occurs and the Board does not rescind this provision prior
to such transfer; or (3) pursuant to a domestic relations order (as defined by
the Code). However, any award so transferred shall continue to be subject to
all the terms and conditions contained in the instrument evidencing such award.
12. Award Agreements. Awards under the Plan shall be evidenced by agreements
as approved by the Committee that set forth the terms, conditions and
limitations for each award, which may include the term of an award (except that
in no event shall the term of any ISO exceed a period of ten years from the
date of its grant), the provisions applicable in the event the participant's
employment terminates, and the Committee's authority to amend, modify, suspend,
cancel or rescind any award. The Committee need not require the execution of
any such agreement, in which case acceptance of the award by the participant
shall constitute agreement to the terms of the award.
13. Acceleration and Settlement of Awards. The Committee shall have the
discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change of control of the Company, as defined by
the Committee, to provide for the acceleration of vesting and for settlement,
including cash payment of an award granted under the Plan, upon or immediately
before the effectiveness of such event. However, the granting of awards under
the Plan shall in no way affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure, or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any portion of its
businesses or assets.
14. Plan Amendment. The Plan may be amended by the Committee as it deems
necessary or appropriate better to achieve the purposes of the Plan, except
that no such amendment shall be made without the approval of the Company's
stockholders that would increase the number of shares available for issuance in
accordance with Sections 5 and 6 of the Plan. The Board may suspend the Plan or
terminate the Plan at any time; provided, that no such action shall adversely
affect any outstanding benefit. Any shares authorized under Section 5 (or any
amendment thereof) with respect to which no award is granted prior to
termination of the Plan, or with respect to which an award is terminated,
forfeited or canceled after termination of the Plan, shall automatically be
transferred to any subsequent stock incentive plan or similar plan for
employees of the Company.
15. Tax Withholding. The Company shall have the right to deduct from any
settlement of an award made under the Plan, including the delivery or vesting
of shares, a sufficient amount to cover withholding of any taxes required by
law, or to take such other action as may be necessary to satisfy any such
withholding obligations. The Committee may, in its discretion and subject to
such rules as it may adopt, permit participants to use shares to satisfy
required tax withholding and such shares shall be valued at the Fair Market
Value as of the settlement date of the applicable award.
16. Registration of Shares. Notwithstanding any other provision of the Plan,
the Company shall not be obligated to offer or sell any shares unless such
shares are at that time effectively registered or exempt from registration
under the Securities Act and the offer and sale of such shares are otherwise in
compliance with all applicable federal and state securities laws and the
requirements of any stock exchange or similar agency on which the Company's
securities may then be listed or quoted. The Company shall have no obligation
to register
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the shares under the federal securities laws or take any other steps as may be
necessary to enable the shares to be offered and sold under federal or other
securities laws. Prior to receiving shares a Plan participant may be required
to furnish representations or undertakings deemed appropriate by the Company to
enable the offer and sale of the shares or subsequent transfers of any interest
in such shares to comply with the Securities Act and other applicable
securities laws. Certificates evidencing shares shall bear any legend required
by, or useful for the purposes of compliance with, applicable securities laws,
this Plan or award agreements.
17. Other Benefit and Compensation Programs. Unless otherwise specifically
determined by the Committee, settlements of awards received by participants
under the Plan shall not be deemed a part of a participant's regular, recurring
compensation for purposes of calculating payments or benefits from any Company
benefit plan or severance program. Further, the Company may adopt other
compensation programs, plans or arrangements as it deems appropriate or
necessary.
18. Unfunded Plan. Unless otherwise determined by the Committee, the Plan
shall be unfunded and shall not create (or be construed to create) a trust or a
separate fund or funds. The Plan shall not establish any fiduciary relationship
between the Company and any participant or other person. To the extent any
person holds any rights by virtue of an award granted under the Plan, such
rights shall be no greater than the rights of an unsecured general creditor of
the Company.
19. Use of Proceeds. The cash proceeds received by the Company from the
issuance of shares pursuant to awards under the Plan shall constitute general
funds of the Company.
20. Regulatory Approvals. The implementation of the Plan, the granting of
any award under the Plan, and the issuance of shares upon the exercise or
settlement of any award shall be subject to the Company's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the awards granted under it or the shares issued pursuant to it.
21. Employment Rights. The Plan does not constitute a contract of employment
and participation in the Plan will not give a participant the right to continue
in the employ of the Company on a full-time, part-time or any other basis.
Participation in the Plan will not give any participant any right or claim to
any benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan.
22. Governing Law. The validity, construction and effect of the Plan and any
actions taken or relating to the Plan shall be determined in accordance with
the laws of the State of Illinois and applicable federal law.
23. Successors and Assigns. The Plan shall be binding on all successors and
assigns of a participant, including, without limitation, the estate of such
participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the participant's
creditors.
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