Amendment No. 1 to Digital Insight Corporation 2001 Non-Employee Director Stock Option Plan

Summary

This amendment updates the Digital Insight Corporation 2001 Non-Employee Director Stock Option Plan. It clarifies that the Board can amend, suspend, or terminate the plan, but certain changes—such as expanding eligibility, increasing share limits, or altering key plan provisions—require shareholder approval. The amendment also ensures that any changes cannot impair existing participants' rights unless both parties agree in writing. The amendment is executed by the Chairman of the Compensation Committee on behalf of the company.

EX-10.3 5 dex103.txt AMEND #1 NONEMPLOYEE DIRECTORS PLAN Exhibit 10.3 AMENDMENT NO. 1 TO THE DIGITAL INSIGHT CORPORATION 2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN RECITALS A. On May 3, 2001, the stockholders of Digital Insight Corporation (the "Company") approved the Digital Insight Corporation 2001 Non- Employee Director Stock Option Plan (the "Plan"). B. On May 4, 2001, the administrator of the Plan (the "Administrator") voluntarily amended the Plan to place limitations on its discretion to amend the Plan and to require stockholder approval on certain amendments to the Plan. The Plan is amended as follows: AMENDMENT 1. Section 15 of the Plan shall be replaced in its entirety with the following: "15. Amendment and Termination of the Plan. a) Amendment and Termination. The Board may at any time amend, ------------------------- alter, suspend or terminate the Plan. b) Shareholder Approval. The Company shall obtain shareholder -------------------- approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. In addition, no amendment pursuant to Section 15(a) or (b) shall be made without the approval of the Company's shareholders to the extent such amendment would: i. expand the classes of persons to whom Options and Stock Purchase Rights may be granted under Section 5 of this Plan; ii. increase the number of shares of Common Stock authorized for grant under Section 3 of this Plan; iii. increase the number of shares underlying Options and Stock Purchase Rights which may be granted to any one participant under Section 6(c) of this Plan; iv. permit unrestricted shares of Common Stock to be awarded other than in lieu of cash payments under other incentive plans and programs of the Company and its Subsidiaries; v. allow the creation of additional types of stock-based awards; vi. permit decreasing the exercise price on any outstanding Option; vii. change any of the provisions of this Section 15(b). c) Effect of Amendment or Termination. No amendment, alteration, ---------------------------------- suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination." IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by the undersigned duly authorized officer. DIGITAL INSIGHT CORPORATION 2001 NON-EMPLOYEE DIRECTOR STOCK PLAN ADMINISTRATOR /s/ James McGuire - ------------------------------------ James McGuire Chairman of the Compensation Committee Dated: May 4, 2001