Selectica, Inc. 1999 Equity Incentive Plan – Stock Option Grant to Stephen Bennion

Summary

Selectica, Inc. has granted Stephen Bennion a nonstatutory stock option to purchase 300,000 shares of its common stock at $2.56 per share. The option vests monthly over three years, starting December 11, 2002, but will fully vest if Mr. Bennion is involuntarily terminated within 12 months after a change in control of the company. The option expires on December 10, 2012. This grant is governed by the company's 1999 Equity Incentive Plan and supersedes any previous related documentation.

EX-10.4 6 f87673exv10w4.txt EXHIBIT 10.4 EXHIBIT 10.4 SELECTICA, INC. 1999 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase Common Stock of Selectica, Inc. (the "Company"): Name of Optionee: STEPHEN BENNION Total Number of Shares Granted: 300,000 Type of Option: Nonstatutory Stock Option Exercise Price Per Share: $2.56 Date of Grant: DECEMBER 11, 2002 Vesting Commencement Date: DECEMBER 11, 2002 Vesting Schedule: This option becomes exercisable with respect to 1/36 of the shares subject to this option when you complete each month of continuous service following the Vesting Commencement Date. In the event of Involuntary Term- ination (as defined in the Plan) within 12 months following a Change in Control (as defined in the Plan), this option becomes vested and exercisable in full. Expiration Date: December 10, 2012 By your signature and the signature of the Company's representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the 1999 Equity Incentive Plan (the "Plan") and the Stock Option Agreement, both of which are attached to and made a part of this document. By your signature below, you agree that this option represents the only option that you are eligible to receive pursuant to the employment agreement between you and the Company dated January 1, 2003, and that any previous documentation to evidence this option that may have been provided to you is herby superseded in its entirety. OPTIONEE: SELECTICA, INC. /s/ STEPHEN BENNION By: /s/ SANJAY MITTAL - ---------------------------- ------------------------------------- Title: Chief Executive Officer