Exhibit 10.2
GIGA INFORMATION GROUP, INC.
Amendment Number No. 2 to 1999 Share Incentive Plan
September 8, 2000
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I. The second literary paragraph of Section 13(b) shall be amended to
read as follows, effective immediately:
"Notwithstanding the foregoing, (A) any spin-off of a division or
subsidiary of the Company to its stockholders and (B) any event
listed in (i) through (v) above that the Board of Directors
determines, in its sole discretion, not to be a Change in Control of
the Company for purposes of this Plan, shall not constitute a Change
in Control of the Company."
II. The following new Section 13A shall be added to the Plan, effective
immediately, and shall be applicable to all Benefits heretofore or hereafter
granted pursuant to the Plan:
"13A CHANGE IN CONTROL. Notwithstanding any other provision of this
Plan, if there is a Change in Control of the Company as defined in
Section 13(b), without regard to any contrary determination by the
Board of Directors hereunder (so that paragraph B shall not apply),
any installments of then outstanding Benefits that would have vested
and become exercisable within twelve (12) months following such
Change in Control shall immediately vest and become exercisable and
all performance targets relating to such Benefits shall be deemed to
have been satisfied as of the time of such Change in Control."
III. The third literary paragraph of Section 13(b) of the Plan shall be
amended to read as follows, effective immediately, and shall be applicable with
respect to all Benefits granted under the Plan from and after the date of this
amendment:
"The Committee, in its sole discretion, may determine that, upon the
occurrence of a Change in Control of the Company (without regard to
any contrary determination by the Board of Directors under paragraph
B above), each Benefit outstanding hereunder shall terminate within a
specified number of days after notice to the holder, and such holder
shall receive (i) with respect to each share of Common Stock that is
subject to a Stock Option or a Stock Appreciation Right and is then
vested, an amount equal to the excess of the Fair Market Value of
such shares of Common Stock immediately prior to the occurrence of
such Change in Control over the exercise price per share of such
Stock Option or Stock Appreciation Right (as the case may be) and
(ii) with respect to each share of Common Stock that is subject to a
Stock Award or Stock Unit and is then vested, the Fair Market Value
of such shares of Common Stock immediately prior to the occurrence of
such Change in Control, such amount to be payable in cash, in one or
more kinds of property (including the property, if any, payable in
the transaction) or in a combination thereof, as the Committee, in
its sole discretion, shall determine. The provisions contained in the
preceding sentence shall be inapplicable to a Stock Option or Stock
Appreciation Right granted within six (6) months before the
occurrence of a Change in Control if the holder of such Stock Option
or Stock Appreciation Right is subject to the reporting requirements
of Section 16 of the Exchange Act and no exception from liability
under Section 16 of the Exchange Act is otherwise available to such
holder."
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IV. The following sentence shall be added to Section 15 of the Plan and
shall be applicable with respect to all Stock Options or Stock Appreciation
Rights heretofore or hereafter granted pursuant to the Plan: "In addition, the
Committee shall have the right to accelerate, in whole or in part from time to
time, conditionally or unconditionally, rights to exercise any Benefits granted
hereunder".
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