HAHT Commerce, Inc. 1995 Stock Award Plan (as amended through June 30, 2000)

Summary

This agreement establishes the HAHT Commerce, Inc. 1995 Stock Award Plan, which allows the company to grant stock options to employees, directors, officers, consultants, and advisers. The plan aims to incentivize these individuals by giving them the opportunity to acquire company stock, aligning their interests with the company's success. The plan includes both incentive and non-statutory stock options, is governed by a committee, and has a ten-year term from its effective date of August 1, 1995. Awards granted before the plan's expiration remain valid until exercised or terminated.

EX-10.1 7 0007.txt REGISTRANT'S 1995 STOCK AEARD PLAN EXHIBIT 10.1 HAHT COMMERCE, INC. 1995 STOCK AWARD PLAN (as amended through June 30, 2000) ARTICLE I Purpose; Term; Definitions -------------------------- 1.1 Purpose. The HAHT Commerce, Inc. 1995 Stock Award Plan (the "Plan") ------- is intended to secure for HAHT Commerce, Inc. (the "Company") and its shareholders the benefits of the incentive inherent in stock ownership by the employees, directors, officers, consultants and advisers of the Company and its Affiliates who are largely responsible for the Company's and its Affiliates future growth and continued financial success; and to afford such persons the opportunity to obtain or increase a proprietary interest in the Company on a favorable basis and, thereby, to have an opportunity to share in its success. It is intended that: (1) the Incentive Stock Options issued pursuant to the Plan shall constitute "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended; (2) the Plan allow for issuance of Non-Statutory Stock Options when the Committee deems appropriate; (3) offers and sales of Common Stock pursuant to the Plan shall satisfy the requirements of Rule 701 under the Securities Act; and (4) in the event that the Company becomes a Reporting Company, the Plan shall satisfy the requirements of Rule 16b-3 under the Exchange Act. 1.2 Effective Date of the Plan. This Plan has been approved by the Board -------------------------- of Directors and the shareholders of the Company and the effective date of the Plan is August 1, 1995 (the "Effective Date"). 1.3 Term. No awards shall be made under the Plan after ten years from the ---- Effective Date; provided, however, that the Plan and all awards made under the Plan prior to such date shall remain in effect until such awards have been satisfied or terminated in accordance with the Plan and the terms of such awards. 1.4 Definitions. Throughout this Plan, the following terms shall have the ----------- meanings respectively indicated: (a) "Affiliate" shall mean any parent corporation or subsidiary, whether --------- now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. (b) "Benefits" shall mean any one or more of the following two awards that -------- may be offered by the Committee to Participants under this Plan: (i) Incentive Stock Options, or (ii) Nonstatutory Stock Options. (c) "Board" shall mean the Board of Directors for the Company, as elected ----- by the Shareholders of the Company. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and ---- any successor revenue laws of the United States. Page 1 (e) "Committee" shall mean the committee of Directors appointed by the --------- Board to administer this Plan. (f) "Common Stock" shall mean the Company's no par value common stock. ------------ (g) "Company" shall mean HAHT Commerce, Inc., a Delaware corporation. ------- (h) "Consultant" shall mean any consultant or adviser engaged by the ---------- Company or an Affiliate to provide advice or assistance in a field in which the consultant or adviser has specialized knowledge or experience; the term should not include Directors unless such person comes within the above definition outside his or her capacity as a director. (i) "Director" shall mean any person elected and currently serving as a -------- member of the Board or of the board of directors of any Affiliate. (j) "Disinterested Person" shall mean a Director who either (i) was not -------------------- during the one year prior to service as an "administrator" of the Plan granted or awarded any Benefits pursuant to the Plan or any equity securities pursuant to any other plan of the Company or any of its Affiliates entitling the participants therein to acquire equity securities of the Company or any of its Affiliates except as permitted by Rule 16b-3(c)(2)(i) of the Exchange Act; or (ii) is otherwise considered to be a "disinterested person" in accordance with Rule 16b-3(c)(2)(i) of the Exchange Act. (k) "Effective Date" shall have the meaning assigned in Paragraph 1.2. -------------- (l) "Employee" shall mean an employee, as defined in Code `3401(c), of the -------- Code, of the Company or of an Affiliate, including Officers and Directors; provided however that neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute the Director an Employee. (m) "Escrow Period" shall mean the date beginning with the initial ------------- issuance of Restricted Stock and continuing until such time as the applicable document indicates the Restricted Stock may be released from escrow. (n) "Exchange Act" shall mean the Securities Exchange Act of 1934, as ------------ amended from time to time. (o) "Fair Market Value" shall mean: (i) if the Common Stock is not listed ----------------- on a national securities exchange or traded in the NASDAQ National Market System or the over-the-counter market, the fair value thereof determined in good faith by the Committee without taking into account any restrictions on the shares other than restrictions which, by their terms, will never lapse; or (ii) if the Common Stock is traded in the over-the-counter market and is not listed on a national securities exchange or traded on the NASDAQ National Market System, the average of the closing bid and asked prices for the Common Stock as reported by the National Association of Securities Dealers Automated Quotation ("NASDAQ") System; or (iii) if the Common Stock is listed on a national securities exchange or traded on the NASDAQ National Market System, the closing price of the Common Stock. (p) "Incentive Stock Option" shall mean an option to acquire Common Stock ---------------------- that is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code. Page 2 (q) "Incentive Stock Option Agreement" shall mean a written agreement -------------------------------- between the Company and an Employee pursuant to which an Incentive Stock Option is issued to the Employee pursuant to this Plan. (r) "Initial Public Offering" shall mean the consummation of the Company's ----------------------- sale of its Common Stock in a bona fide, firm commitment or best efforts underwriting pursuant to a registration statement under the Securities Act, in which the net proceeds to the Company are not less than $10,000,000 ("Initial Public Offering"). (s) "Non-Statutory Stock Option" shall mean an option to acquire Common -------------------------- Stock that is not intended to be an Incentive Stock Option or does not qualify as an Incentive Stock Option. (t) "Non-Statutory Stock Option Agreement" shall mean a written agreement ------------------------------------ between the Company and a Participant pursuant to which a Non-Statutory Stock Option is issued to the Participant pursuant to this Plan. (u) "Officer" shall mean a person who is an officer of the Company or an ------- Affiliate within the meaning of Section 16 of the Exchange Act. (v) "Option" shall mean a Non-Statutory Stock Option or an Incentive Stock ------ Option, as the context may require, granted pursuant to this Plan. (w) "Optionee" shall mean the holder of a Non-Statutory Stock Option or an -------- Incentive Stock Option, as the context may require. (x) "Outside Director" shall mean a Director who either (i) is not a ---------------- current employee of the Company or an "affiliated corporation" (as defined in the regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an affiliated corporation receiving compensation for prior services (other than benefits under a tax-qualified pension plan), was not an Officer of the Company or an affiliated corporation at any time, and is not currently receiving compensation for personal services in any capacity other than as a Director, or (ii) is otherwise considered an "outside director" under Section 162(m) of the Code. (y) "Participant" shall mean an Employee, Director, Officer or Consultant ----------- selected by the Committee pursuant to Article III of this Plan to receive Benefits. (z) "Plan" shall mean the HAHT Commerce, Inc. 1995 Stock Award Plan, as it ---- may be amended from time to time. (aa) "Reporting Company" shall mean a company that has a class of equity ----------------- securities registered under the Securities Exchange Act of 1934. (bb) "Restricted Stock" shall mean Common Stock granted pursuant to the ---------------- exercise of an Option, and subject to such restrictions as the Committee may determine as evidenced in a Restricted Stock Agreement. (cc) "Restricted Stock Agreement" shall mean a written agreement between -------------------------- the Company and a Participant pursuant to which Restricted Stock is issued to the Participant under this Plan, including, without limitation, Restricted Stock issued upon exercise of an Option. Page 3 (dd) "Securities Act" shall mean the Securities Act of 1933, as amended -------------- from time to time. ARTICLE II Administration -------------- 2.1 Administration of Plan. The Plan shall be administered by the ---------------------- Committee, which shall be appointed by the Board in accordance with Paragraph 2.2. In the event the Board should fail to appoint a Committee, the Board shall administer the Plan as if it were the Committee. 2.2 Committee Composition. The Committee shall consist of not less than --------------------- one (1) nor more than four (4) Directors. Once designated, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee, appoint additional members, remove members (with or without cause), appoint new members in substitution therefor, fill vacancies however caused, and remove all members of the Committee. 2.3 Operation of Committee. A majority of the entire Committee shall ---------------------- constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. In addition, any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. Subject to the provisions of the Plan, to the provisions of the Company's bylaws, and to any terms and conditions prescribed by the Board, the Committee may make such rules and regulations for the conduct of its business as it shall deem advisable. The Committee shall hold meetings at such time and places as it may determine. The interpretation and construction by the Committee of any provisions of the Plan or of any Benefit granted under it shall be final, unless otherwise determined by the Board. 2.4 Committee Authority. Subject to the provisions of the Plan and any ------------------- conditions and limitations prescribed by the Board consistent with the Plan, the Committee shall have the authority, in its sole discretion, to: (a) designate the Participants eligible to participate in the Plan; (b) grant awards provided in the Plan in such form and amount as the Committee may determine, including without limitation whether each grant shall be for Incentive Stock Options or Non-Statutory Stock Options; (c) impose such limitations, restrictions and conditions upon such awards as the Committee shall deem appropriate; (d) construe and interpret the Plan and Benefits granted under it, adopt, amend and rescind rules and regulations relating to the Plan, and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. 2.5 Good Faith Determinations. No member of the Board or the Committee ------------------------- shall be liable for any action or determination made in good faith with respect to the Plan or any award under the Plan. Page 4 2.6 Administration of Plan by a Reporting Company. At any time that the --------------------------------------------- Company becomes a Reporting Company, the administration of the Plan shall be changed as follows: (a) The Committee shall consist of not less than two (2) persons, each of whom shall be an Outside Director. (b) The Board may no longer administer the Plan as if it were the Committee. (c) With respect to Paragraph 2.3, the Board shall not prescribe any conditions or limitations on the exercise of the Committee's discretion, other than those consistent with the express provisions of the Plan, including without limitation conditions or limitations on the exercise of the Committee's discretion to determine the timing, pricing, and amount of the Benefits awarded under the Plan. (d) A Director or Officer shall not be eligible for Benefits under the Plan unless (i) the Benefits are determined under a formula meeting the requirements of Rule 16b-3(c)(2)(ii) of the Exchange Act, (ii) the Board has delegated its discretionary authority over the Plan to a Committee which consists solely of Disinterested Persons, or (iii) the award of the Benefits otherwise complies with the requirements of Rule 16b-3 of the Exchange Act. (e) Shareholder approval shall be required for any amendment to the Plan that would: (i) increase the Benefits accruing to Participants under the Plan; (ii) increase the number of shares of Common Stock which may be issued under the Plan; or (iii) modify the requirements as to eligibility for participation in the Plan. ARTICLE III Eligibility; Types of Benefits; Shares Subject to the Plan ---------------------------------------------------------- 3.1 Criteria. The Committee shall from time to time determine and -------- designate the Participants to receive Benefits under the Plan and the number of Options to be awarded to such persons; provided, however, that only Employees may be designated to receive Incentive Stock Options; and provided further, however, that no Benefits may be received by a Consultant under this Plan for services rendered in connection with the offer and sale of securities in a capital-raising transaction. In making any such awards, the Committee may take into account the nature of services rendered, commissions or other compensation earned, the capacity of the Employee, Consultant, Officer or Director to contribute to the success of the Company or any of its Affiliates, and such other factors as the Committee may consider relevant. 3.2 Types of Benefits. Benefits available under the Plan may be awarded ----------------- singularly or in any combination provided, however, that Incentive Stock Options may not be awarded in tandem with Nonstatutory Stock Options where the exercise of one affects the right to exercise the other. 3.3 Shares Subject to the Plan. Stock that may be issued under the Plan -------------------------- shall be authorized and unissued Common Stock. The maximum total number of shares of Common Stock which may be issued under the Plan shall be fifteen million (15,000,000) shares. For purposes of calculating the maximum number of shares of Common Stock that may be issued under the Plan: Page 5 (a) The Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise; (b) when cash is used by the Participant as full payment for shares issued upon exercise of a Non-Statutory Stock Option or an Incentive Stock Option, all the shares issued (including the shares, if any, withheld for tax withholding requirements) shall be counted; and (c) when shares of stock, including, without limitation, Common Stock issued pursuant to the Plan, are used by the Participant as full or partial payment for shares issued upon exercise of a Non-Statutory Stock Option or an Incentive Stock Option, all the shares issued (including shares, if any, withheld for tax withholding requirements, and the shares used in the purchase) shall be counted; and (d) any shares of Common Stock subject to a Non-Statutory Stock Option or an Incentive Stock Option which for any reason is terminated unexercised or expires shall again be available for issuance under the Plan. 3.4 Ten Percent Shareholders. No Employee shall be eligible to receive an ------------------------ Incentive Stock Option if such Employee owns, or is deemed to beneficially own under Section 424(d) of the Code, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates, unless (i) the option price is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock as the time the Option is granted; and (ii) the Option is not exercisable after the expiration of five (5) years (or such shorter period as the Committee may determine). 3.5 Rule 701 Limitation. It is intended that this Plan shall comply with ------------------- Rule 701 of the Securities Act of 1933, as amended. Therefore, the aggregate exercise price of the outstanding stock options of the Company plus the aggregate offering price of securities of the Company offered or sold in the preceding 12 months in reliance on Rule 701 shall not exceed the greater of $500,000 or the amount determined under clause (a) or (b) below; provided, however, that the aggregate exercise price of the outstanding stock options of the Company plus the aggregate offering price of securities of the Company offered or sold in the preceding 12 months in reliance on Rule 701 shall in no event exceed $5,000,000. (a) The aggregate exercise price of outstanding stock options of the Company plus the aggregate offering price of securities of the Company offered or sold in the preceding 12 months in reliance on Rule 701 shall not exceed 15% of the total assets of the Company measured at the end of its last fiscal year; or (b) The aggregate number of shares of Common Stock for which outstanding stock options of the Company may be exercised plus the aggregate number of shares of Common Stock of the Company offered or sold in the preceding twelve months in reliance on Rule 701 shall not exceed 15% of the number of outstanding shares of Common Stock. The outstanding shares of Common Stock shall include securities of that class issuable pursuant to the exercise of outstanding options, warrants, rights or conversion of convertible securities, unless such options, warrants, rights or convertible securities were issued under Rule 701. If the securities offered or sold under Rule 701 are convertible securities, the number of securities subject to outstanding offers and sold under this clause shall be deemed to be shares of the securities into which such securities may be converted. Page 6 The Committee shall ensure compliance with the restrictions set forth in Rule 701, as shall be in effect from time to time. In furtherance of this objective, the Committee shall maintain a record of shares subject to outstanding stock options of the Company and the exercise price of such options, plus a record of all shares of Common Stock issued upon the exercise of such options and the exercise price of such options. If the Company offers securities under any other compensatory benefit plan or written contract relating to compensation under Rule 701, the Board shall take such steps as are required to ensure that the shares offered and sold under this Plan and such other securities do not exceed the limitations of Rule 701. ARTICLE IV Incentive Stock Options ----------------------- Incentive Stock Options granted pursuant to this Article are intended to constitute "incentive stock options" under Section 422 of the Code. No Employee may be granted Incentive Stock Options under this Plan if the aggregate Fair Market Value (determined as of the date the Option is granted and taking into account such Option) of stock of the Company and its Affiliates with respect to which incentive stock options (as defined in Section 422 of the Code) are exercisable for the first time by such Employee during any calendar year, under this and all other plans of the Company and its Affiliates, would exceed one hundred thousand dollars ($100,000). The Incentive Stock Option Agreements shall contain terms and provisions determined by the Committee and consistent with this Plan. The Committee from time to time may grant Incentive Stock Options to Employees under this Plan, which grants shall be evidenced by Incentive Stock Option Agreements. 4.1 Mandatory Provisions. The Incentive Stock Option Agreements may be -------------------- need not be identical, but each such Incentive Stock Option Agreement shall include, by appropriate language, the substance of all the following terms and provisions: (a) That the Option granted thereunder is an Incentive Stock Option. (b) The number of shares to which it pertains. (c) A minimum number of the shares that may be purchased upon each partial exercise of an Option. (d) The option exercise price, which price shall be set by the Committee and shall be equal to one hundred percent (100%) of the Fair Market Value of the Common Stock at the time the Option is granted; provided, however, that for an Employee who is a ten percent shareholder, as determined in Paragraph 3.4, the option price for the Option shall be at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the time the Option is granted. (e) The date the Option is granted, which shall be the date selected by the Committee as of which the Committee allots a specific number of shares of Common Stock to an Employee pursuant to the Plan. (f) The time after which the Option expires, provided that the Option shall not be exercisable after the expiration of ten (10) years from the date it is granted and that with respect to Page 7 an employee who is a ten percent shareholder, as determined in Paragraph 3.4, the Option shall not be exercisable after the expiration of five (5) years from the date it is granted. (g) That the Option terminates upon termination of employment of the Employee with either the Company or an Affiliate, except as such period may be extended under the optional provisions in Paragraph 4.2. (h) That the Option is exercisable during the Optionee's lifetime only by the Optionee, and that the Option shall not be assignable or transferable by the Optionee except by will or distribution through intestate succession. (i) That neither Optionee, nor any person to whom an Option is permitted to be transferred, shall be deemed to be the holder of, or have any rights of a holder with respect to, any shares subject to such Option unless and until such person has satisfied all requirements for exercise of the Option, pursuant to its terms, and then only after shares have been issued to Optionee. (j) The time and medium of payment with respect to exercise of the Option, provided that if payment is permitted to be made by Common Stock, the stock shall be valued at its Fair Market Value as of the date the Option is exercised. (k) Unless modified by the optional provisions in Paragraph, 4.2, that to the extent the Employee (or other person exercising such Option) recognizes income as a result of the exercise of the Option, the subsequent sale of the Common Stock issued pursuant to exercise of the Option, or a lapse in the restrictions on the Restricted Stock issued upon exercise of the Option, then the Employee shall pay the Company or such Affiliate an amount equal to the federal, state and local withholding taxes on income so recognized at the time required by law. (l) The treatment of the Options upon merger, reorganization, recapitalization, exchange of shares, change in corporate structure, liquidation, stock dividend and similar events. (m) If the Company is a Reporting Company, a term providing that any Common Stock acquired upon exercise of the Option shall not be sold or otherwise transferred before the expiration of six (6) months from the date such Option is granted. 4.2 Optional Provisions. Incentive Stock Option Agreements may contain ------------------- such other provisions not inconsistent with the Plan and Section 422 of the Code as the Committee, in its discretion, deems advisable. Without limiting the foregoing, the Committee may consider inclusion of the following terms: (a) That upon termination of Employee's employment with the Company of its Affiliates other than as a result of death or disability the Option may be exercised for an additional period of time, as specified by the Committee but not to exceed ninety (90) days. (b) That upon termination of Employee's employment with the Company of its Affiliates as a result of death the Option may be exercised for an additional period of time, as specified by the Committee but not to exceed one (1) year. (c) That upon termination of Employee's employment with the Company of its Affiliates as a result of disability (within the meaning of Section 22(e)(3) of the Code and as defined in the Page 8 Incentive Stock Option Agreement) the Option may be exercised for an additional period of time, as specified by the Committee but not to exceed one (1) year. (d) That the Optionee be prohibited from transferring any share of stock issued upon exercise of an Option within two (2) years from the date of the granting of the Option or within one (1) year after the transfer of such share to the Optionee. (e) That the total number of shares of stock subject to an Option shall be allotted in periodic installments (which may, but need not, be equal) and that from time to time during each of such installment periods, the Option shall become exercisable ("vest") with respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allocated to such period and/or any prior period as to which the Option became vested but was not fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Committee may deem appropriate. (f) The circumstances under which all or any portion of any Option granted and not yet vested may or shall have the vesting schedule accelerated or terminated. (g) The circumstances under which all or any portion of any Option previously granted and unexercised may or shall be terminated. (h) That the shares to be received upon exercise shall be Restricted Stock and that no exercise of an Option shall be effective until the Restricted Stock Agreement has been executed with respect to such shares. (i) That in the event an Employee accepting a grant of Options under this Plan incurs federal, state or local income, employment or other withholding taxes applicable to the income recognized by such Employee and attributable to the Common Stock issued upon exercise of the Option, the subsequent sale of the Common Stock issued pursuant to exercise of the Option, or a lapse in the restrictions on the Restricted Stock issued upon exercise of the Option, then at the time as may be required by law, the Company or its applicable Affiliate may provide for payment of the taxes on behalf of the Employee (or other person exercising such Option) pursuant to one or any combination of the following: (i) by an advance on behalf of Employee by the Company or such Affiliate pursuant to a repayment schedule satisfactory to the Company or such Affiliate; or (ii) by withholding from the Employee's salary, commissions or other compensation; or (iii) by payment in whole or in part by the Company or such Affiliate. 4.3 Prohibited Provision. No Incentive Stock Option Agreement shall -------------------- impose an obligation upon the Optionee to exercise an Option. ARTICLE V Non-Statutory Stock Options --------------------------- Non-Statutory Stock Options granted pursuant to this Article are not --- intended to constitute "Incentive Stock Options" under Section 422 of the Code. The Non-Statutory Stock Option Agreement shall contain terms and provisions determined by the Committee and consistent with this Page 9 Plan. The Committee from time to time may grant Non-Statutory Stock Options to Participants under this Plan, which grants shall be evidenced by Non-Statutory Stock Option Agreements. 5.1 Mandatory Provisions. The Non-Statutory Stock Option Agreements need -------------------- not be identical, but each such Non-Statutory Stock Option Agreement pertaining to a Non-Statutory Stock Option, by appropriate language, shall include the substance of all the following terms: (a) The number of shares to which it pertains. (b) A minimum number of the shares that may be purchased upon each partial exercise of an Option. (c) The option exercise price, which price shall be set by the Committee. (d) The date the Option is granted, which shall be the date selected by the Committee as of which date the Committee allots a specific number of shares of Common Stock to a Participant pursuant to the Plan. (e) The time after which the Option expires. (f) Whether and upon what terms the Option is transferable. (g) That neither Optionee, nor any person to whom an Option is permitted to be transferred, shall be deemed to be the holder of, or have any rights of a holder with respect to, any shares subject to such Option unless and until such person has satisfied all requirements for exercise of the Option, pursuant to its terms, and then only after shares have been issued to Optionee. (h) The time and medium of payment with respect to exercise of the Option, provided that if payment is permitted to be made by Common Stock, the stock shall be valued at its Fair Market Value as of the date the Option is exercised. (i) Unless modified by the optional provisions in Paragraph, 5.2, that to the extent the Participant (or other person exercising such Option) recognizes income as a result of the exercise of the Option, the subsequent sale of the Common Stock issued pursuant to exercise of the Option, or a lapse in the restrictions on the Restricted Stock issued upon exercise of the Option, then the Participant shall pay the Company or such Affiliate an amount equal to the federal, state and local withholding taxes on income so recognized at the time required by law. (j) Terms indicating treatment of the Options upon merger, reorganization, recapitalization, exchange of shares, change in corporate structure, liquidation, stock dividend and similar events. (k) If the Company is a Reporting Company, a term providing that any Common Stock acquired upon exercise of the Option shall not be sold or otherwise transferred before the expiration of six (6) months from the date such Option is granted. (l) If granted in conjunction with specific Stock Appreciation Rights, the exercise of any such Stock Appreciation Rights shall cancel an equal number of such Options. Page 10 5.2 Optional Provisions. Non-Statutory Stock Option Agreements may ------------------- contain such other provisions not inconsistent with the Plan as the Committee, in its discretion, shall deem advisable. Without limiting the foregoing, the Committee shall specifically consider inclusion of the following terms: (a) That the total number of shares of stock subject to an Option be allotted in periodic installments (which may, but need not, be equal) and that from time to time during each of such installment periods, the Option may become exercisable ("vest") with respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allocated to such period and/or any prior period as to which the Option became vested but was not fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Committee may deem appropriate. (b) The circumstances under which all or any portion of any Option previously granted and unexercised may or shall be terminated, including without limitation expiration of the Option as it may be related to termination of employment, death, disability or retirement. (c) The circumstances under which all or any portion of any Option granted and not yet vested may or shall be have the vesting schedule accelerated or terminated. (d) That the shares to be received upon exercise shall be Restricted Stock and that no exercise of an Option shall be effective until a Restricted Stock Agreement has been executed with respect to such shares. (e) That in the event a Participant accepting a grant of Options under this Plan incurs federal, state or local income, employment or other withholding taxes applicable to the income recognized by such Participant and attributable to the Common Stock issued upon exercise of the Option, the subsequent sale of the Common Stock issued pursuant to exercise of the Option, or a lapse of the restrictions on the Restricted Stock, then at the time as may be required by law, the Company or its applicable Affiliate may provide for payment of the taxes on behalf of the Participant (or other person exercising such Option) pursuant to one or any combination of the following: (i) by an advance on behalf of Participant by the Company or such Affiliate pursuant to a repayment schedule satisfactory to the Company or such Affiliate; or (ii) by withholding from the Participant's salary, commissions or other compensation; or (iii) by payment in whole or in part by the Company or such Affiliate. 5.3 Prohibited Provision. No Non-Statutory Stock Option Agreement shall -------------------- impose an obligation on the Optionee to exercise an Option. ARTICLE VI Miscellaneous Provisions ------------------------ 6.1 Right to Terminate Employment. Nothing in this Plan shall confer upon ----------------------------- any Participant the right to be employed by the Company, or, if already employed, to continue in the employment of the Company or of any Affiliate or affect any right which the Company or any Affiliate may have to terminate the employment of such Participant. Page 11 6.2 Securities Laws. Each Benefit awarded under the Plan shall be subject --------------- to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject to the Plan upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any governmental authority, or (iii) an agreement by the recipient of an award with respect to the disposition of shares of Common Stock, is necessary or desirable as a condition of, or in connection with, the granting of such Benefit or the issue or purchase of shares of Common Stock thereunder, the award of such Benefit may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee. The inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance of any shares of its Common Stock hereunder shall relieve the Company of any liability in respect of the non- issuance or sale of such stock as to which such requisite authority shall not have been obtained. Notwithstanding the foregoing, the Company shall not be required to register under the Securities Act any Option or any Common Stock to be issued under the Plan or pursuant to the exercise of any Option. 6.3 Reservation of Shares. The Company, during the term of this Plan, --------------------- shall at all times reserve and keep available, and will seek or obtain from any regulatory body having jurisdiction any requisite authority in order to issue such number of shares of its Common Stock as shall be sufficient to satisfy the requirements of the Plan. 6.4 Indemnification of Committee. In addition to such other rights of ---------------------------- indemnification as they may have as Directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Benefit granted under the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for gross negligence or wilful misconduct in the performance of his duties, provided that within sixty (60) days after institution of any such action, suit or proceeding, a Committee member shall have offered the Company, in writing, the opportunity, at its own expense, to handle and defend the same. 6.5 Amendment, Modification, Suspension or Discontinuance of the Plan. ----------------------------------------------------------------- The Board, without shareholder approval, may from time to time alter, amend, suspend or terminate this Plan for the purpose of improving the effectiveness of the Plan as an incentive device, or conforming the Plan to applicable governmental regulations or to any change in applicable law or regulations, or any other purpose permitted by law; provided, however, that no such action by the Board shall adversely affect any Benefit theretofore granted under the Plan without the consent of the holder so affected; provided further that the Board may not increase the number of shares of Common Stock authorized under Paragraph 3.3 of this Plan without the approval of the shareholders of the Company; and provided further that the Board shall submit any amendments to the shareholders of the Company for approval to the extent necessary to maintain compliance with the requirements of Rule 16b-3 under the Exchange Act; and provided further that if the Company is a reporting Company and Benefits are awarded in accordance with a formula as described in Rule 16b-3(2)(i) of the Exchange Act, then the formula provisions may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Page 12 Act, or the rules thereunder, and Rule 701 under the Securities Act, and to maintain the qualification of the Incentive Stock Options that may be granted hereunder as an incentive stock options within the meaning of Section 422 of the Code. 6.6 Use of Proceeds. Proceeds from the sale of stock pursuant to Options --------------- shall constitute general funds of the Company. 6.7 Governing Law. This Plan and all rights and obligations hereunder ------------- shall be construed in accordance with and governed by the internal laws of the State of North Carolina. 6.8 Designation. This Plan may be referred to in other documents and ----------- instruments as the "HAHT Commerce, Inc. 1995 Stock Award Plan". Page 13