Exhibit 10.1
GIGA INFORMATION GROUP, INC.
Amendment No. 2 to 1996 Stock Option Plan
September 8, 2000
--------------------
I. The second literary paragraph of Section 16A shall be amended to
read as follows, effective immediately:
"Notwithstanding the foregoing, (i) any spin-off of a division or
subsidiary of the Company to its stockholders and (ii) any event
listed in (a) through (e) 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 paragraph shall be added to Section 16A of the Plan,
effective immediately, and shall be applicable to all Benefits heretofore or
hereafter granted pursuant to the Plan:
"Notwithstanding any other provision of this Plan, if there is a
Change in Control of the Company as defined above in this Section
16A, without regard to any contrary determination by the Board of
Directors hereunder (so that paragraph (ii) above 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 fourth literary paragraph of Section 16A 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 Board of Directors, 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 (ii) above), each option outstanding hereunder shall
terminate within a specified number of days after notice to the
holder, and such holder shall receive with respect to each share of
Common Stock that is subject to a stock option 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, 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 Board of Directors, in its sole
discretion, shall determine. The provisions contained in the
preceding sentence shall be inapplicable to a stock option granted
within six (6) months before the occurrence of a Change in Control if
the holder of such stock option 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."
