{"id":38238,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-stock-plan-sagent-technology-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-plan-sagent-technology-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-plan-sagent-technology-inc.html","title":{"rendered":"1995 Stock Plan &#8211; Sagent Technology Inc."},"content":{"rendered":"<pre>                             SAGENT TECHNOLOGY, INC.\n\n                             AMENDED 1995 STOCK PLAN\n\n\n        1. Purposes of the Plan. The purposes of this Stock Plan are to attract\nand retain the best available personnel for positions of substantial\nresponsibility, to provide additional incentive to Employees and Consultants of\nthe Company and its Subsidiaries and to promote the success of the Company's\nbusiness. Options granted under the Plan may be incentive stock options (as\ndefined under Section 422 of the Code) or nonstatutory stock options, as\ndetermined by the Administrator at the time of grant of an option and subject to\nthe applicable provisions of Section 422 of the Code, as amended, and the\nregulations promulgated thereunder.\n\n        2. Definitions. As used herein, the following definitions shall apply:\n\n               (a) 'Administrator' means the Board or any of its Committees\nappointed pursuant to Section 4 of the Plan.\n\n               (b) 'Applicable Laws' means the requirements relating to the\nadministration of stock option plans under U.S. state corporate laws, U.S.\nfederal and state securities laws, the Code, any stock exchange or quotation\nsystem on which the Common Stock is listed or quoted and the applicable laws of\nany foreign country or jurisdiction where Options or Stock Purchase Rights are\ngranted under the Plan.\n\n               (c) 'Board' means the Board of Directors of the Company.\n\n               (d) 'Code' means the Internal Revenue Code of 1986, as amended.\n\n               (e) 'Committee' means a Committee appointed by the Board of\nDirectors in accordance with Section 4 of the Plan.\n\n               (f) 'Common Stock' means the Common Stock of the Company.\n\n               (g) 'Company' means Sagent Technology, Inc., a California \ncorporation.\n\n               (h) 'Consultant' means any person who is engaged by the Company\nor any Parent or Subsidiary to render consulting or advisory services and is\ncompensated for such services, and any director of the Company whether\ncompensated for such services or not. If and in the event the Company registers\nany class of any equity security pursuant to the Exchange Act, the term\nConsultant shall thereafter not include directors who are not compensated for\ntheir services or are paid only a director's fee by the Company.\n\n\n\n\n\n\n\n               (i) 'Continuous Status as an Employee or Consultant' means that\nthe employment or consulting relationship with the Company, any Parent, or\nSubsidiary, is not interrupted or terminated. Continuous Status as an Employee\nor Consultant shall not be considered interrupted in the case of (i) any leave\nof absence approved by the Company or (ii) transfers between locations of the\nCompany or between the Company, its Parent, any Subsidiary, or any successor. A\nleave of absence approved by the Company shall include sick leave, military\nleave, or any other personal leave approved by an authorized representative of\nthe Company. For purposes of Incentive Stock Options, no such leave may exceed\n90 days, unless reemployment upon expiration of such leave is guaranteed by\nstatute or contract, including Company policies. If reemployment upon expiration\nof a leave of absence approved by the Company is not so guaranteed, on the 181st\nday of such leave any Incentive Stock Option held by the Optionee shall cease to\nbe treated as an Incentive Stock Option and shall be treated for tax purposes as\na Nonstatutory Stock Option.\n\n               (j) 'Employee' means any person, including Officers and\ndirectors, employed by the Company or any Parent or Subsidiary of the Company.\nThe payment of a director's fee by the Company shall not be sufficient to\nconstitute 'employment' by the Company.\n\n               (k) 'Exchange Act' means the Securities Exchange Act of 1934, as\namended.\n\n               (l) 'Fair Market Value' means, as of any date, the value of\nCommon Stock determined as follows:\n\n                          (i) If the Common Stock is listed on any established\nstock exchange or a national market system, including without limitation the\nNasdaq National Market of the National Association of Securities Dealers, Inc.\nAutomated Quotation ('NASDAQ') System, its Fair Market Value shall be the\nclosing sales price for such stock (or the closing bid, if no sales were\nreported) as quoted on such exchange or system for the last market trading day\nprior to the time of determination, as reported in The Wall Street Journal or\nsuch other source as the Administrator deems reliable;\n\n                          (ii) If the Common Stock is quoted on the NASDAQ\nSystem (but not on the Nasdaq National Market thereof) or regularly quoted by a\nrecognized securities dealer but selling prices are not reported, its Fair\nMarket Value shall be the mean between the high bid and low asked prices for the\nCommon Stock on the last market trading day prior to the day of determination,\nor;\n\n                          (iii) In the absence of an established market for the\nCommon Stock, the Fair Market Value thereof shall be determined in good faith by\nthe Administrator.\n\n               (m) 'Incentive Stock Option' means an Option intended to qualify\nas an incentive stock option within the meaning of Section 422 of the Code.\n\n               (n) 'Nonstatutory Stock Option' means an Option not intended to\nqualify as an Incentive Stock Option.\n\n\n                                       -2-\n\n\n\n\n\n               (o) 'Officer' means a person who is an officer of the Company\nwithin the meaning of Section 16 of the Exchange Act and the rules and\nregulations promulgated thereunder.\n\n               (p) 'Option' means a stock option granted pursuant to the Plan.\n\n               (q) 'Option Agreement' means a written or electronic agreement\nbetween the Company and an Optionee evidencing the terms and conditions of an\nindividual Option grant. The Option Agreement is subject to the terms and\nconditions of the Plan.\n\n               (r) 'Option Exchange Program' means a program whereby outstanding\nOptions are exchanged for Options with a lower exercise price.\n\n               (s) 'Optioned Stock' means the Common Stock subject to an Option.\n\n               (t) 'Optionee' means an Employee or Consultant who receives an\nOption.\n\n               (u) 'Parent' means a 'parent corporation', whether now or\nhereafter existing, as defined in Section 424(e) of the Code.\n\n               (v) 'Plan' means this Amended 1995 Stock Plan.\n\n               (w) 'Restricted Stock' means shares of Common Stock acquired\npursuant to a grant of a Stock Purchase Right under Section 12 below.\n\n               (x) 'Section 16(b)' means Section 16(b) of the Securities\nExchange Act of 1934, as amended.\n\n               (y) 'Service Provider' means an Employee or Consultant.\n\n               (z) 'Share' means a share of the Common Stock, as adjusted in\naccordance with Section 12 below.\n\n               (aa) 'Stock Purchase Right' means a right to purchase Common\nStock pursuant to Section 12 below.\n\n               (bb) 'Subsidiary' means a 'subsidiary corporation', whether now\nor hereafter existing, as defined in Section 424(f) of the Code.\n\n                                       -3-\n\n\n\n\n\n        3. Stock Subject to the Plan. Subject to the provisions of Section 12 of\nthe Plan, the maximum aggregate number of Shares which may be optioned and sold\nunder the Plan is 3,225,000(1) Shares. The Shares may be authorized, but\nunissued, or reacquired Common Stock.\n\n           If an Option expires or becomes unexercisable without having been\nexercised in full, or is surrendered pursuant to an Option Exchange Program, the\nunpurchased Shares which were subject thereto shall become available for future\ngrant or sale under the Plan (unless the Plan has terminated); provided,\nhowever, that Shares that have actually been issued under the Plan shall not be\nreturned to the Plan and shall not become available for future distribution\nunder the Plan, except that if unvested Shares are repurchased by the Company at\ntheir original purchase price, and the original purchaser of such Shares did not\nreceive any benefits of ownership of such Shares, such Shares shall become\navailable for future grant under the Plan. For purposes of the preceding\nsentence, voting rights shall not be considered a benefit of Share ownership.\n\n        4. Administration of the Plan.\n\n               (a) The Plan shall be administered by the Board or a Committee\nappointed by the Board, which Committee shall be constituted to comply with\nApplicable Laws.\n\n               (b) Powers of the Administrator. Subject to the provisions of the\nPlan and, in the case of a Committee, the specific duties delegated by the Board\nto such Committee, and subject to the approval of any relevant authorities, the\nAdministrator shall have the authority in its discretion.\n\n                        (i) to determine the Fair Market Value;\n\n                        (ii) to select the Service Providers to whom Options and\nStock Purchase Rights may from time to time be granted hereunder;\n\n                        (iii) to determine the number of Shares to be covered by\neach such award granted hereunder;\n\n                        (iv) to approve forms of agreement for use under the \nPlan;\n\n                        (v) to determine the terms and conditions, of any Option\nor Stock Purchase Right granted hereunder. Such terms and conditions include,\nbut are not limited to, the exercise price, the time or times when Options or\nStock Purchase Rights may be exercised (which may be based on performance\ncriteria), any vesting acceleration or waiver of forfeiture restrictions, and\nany restriction or limitation regarding any Option or Stock Purchase Right or\nthe Common Stock relating thereto, based in each case on such factors as the\nAdministrator, in its sole discretion, shall determine;\n\n--------\n\n        (1) As increased from 1,200,000 to 1,800,000 on August 20, 1996, from\n1,800,000 to 2,800,000 on September 16, 1997, and from 2,800,000 to 3,225,000 on\nFebruary 20, 1998.\n\n                                       -4-\n\n\n\n\n\n                        (vi) to determine whether and under what circumstances\nan Option may be settled in cash under subsection 9(f) instead of Common Stock;\n\n                        (vii) to reduce the exercise price of any Option to the\nthen current Fair Market Value if the Fair Market Value of the Common Stock\ncovered by such Option has declined since the date the Option was granted;\n\n                        (viii) to initiate an Option Exchange Program;\n\n                        (ix) to prescribe, amend and rescind rules and\nregulations relating to the Plan, including rules and regulations relating to\nsub-plans established for the purpose of qualifying for preferred tax treatment\nunder foreign tax laws;\n\n                        (x) to allow Optionees to satisfy withholding tax\nobligations by electing to have the Company withhold from the Shares to be\nissued upon exercise of an Option or Stock Purchase Right that number of Shares\nhaving a Fair Market Value equal to the amount required to be withheld. The Fair\nMarket Value of the Shares to be withheld shall be determined on the date that\nthe amount of tax to be withheld is to be determined. All elections by Optionees\nto have Shares withheld for this purpose shall be made in such form and under\nsuch conditions as the Administrator may deem necessary or advisable; and\n\n                        (xi) to construe and interpret the terms of the Plan and\nawards granted pursuant to the Plan.\n\n               (c) Effect of Administrator's Decision. All decisions,\ndeterminations and interpretations of the Administrator shall be final and\nbinding on all Optionees.\n\n        5.     Eligibility.\n\n               (a) Nonstatutory Stock Options and Stock Purchase Rights may be\ngranted to Employees and Consultants. Incentive Stock Options may be granted\nonly to Employees. An Employee or Consultant who has been granted an Option may,\nif otherwise eligible, be granted additional Options.\n\n               (b) Each Option shall be designated in the written option\nagreement as either an Incentive Stock Option or a Nonstatutory Stock Option.\nHowever, notwithstanding such designations, to the extent that the aggregate\nFair Market Value:\n\n                        (i) of Shares subject to an Optionee's Incentive Stock\nOptions granted by the Company, any Parent or Subsidiary, which\n\n                        (ii) become exercisable for the first time during any\ncalendar year (under all plans of the Company or any Parent or Subsidiary)\nexceeds $100,000, such excess Options shall be treated as Nonstatutory Stock\nOptions. For purposes of this Section 5(b), Incentive Stock Options shall\n\n                                       -5-\n\n\n\n\n\nbe taken into account in the order in which they were granted, and the Fair\nMarket Value of the Shares shall be determined as of the time the Option with\nrespect to such Shares is granted.\n\n               (c) The Plan shall not confer upon any Optionee any right with\nrespect to continuation of employment or consulting relationship with the\nCompany, nor shall it interfere in any way with his or her right or the\nCompany's right to terminate his or her employment or consulting relationship at\nany time, with or without cause.\n\n        6. Term of Plan. The Plan shall become effective upon the earlier to\noccur of its adoption by the Board of Directors or its approval by the\nshareholders of the Company, as described in Section 17 of the Plan. It shall\ncontinue in effect for a term of ten (10) years unless sooner terminated under\nSection 13 of the Plan.\n\n        7. Term of Option. The term of each Option shall be the term stated in\nthe Option Agreement; provided, however, that the term shall be no more than ten\n(10) years from the date of grant thereof. However, in the case of an Incentive\nStock Option granted to an Optionee who, at the time the Option is granted, owns\nstock representing more than ten percent (10%) of the voting power of all\nclasses of stock of the Company or any Parent or Subsidiary, the term of the\nOption shall be five (5) years from the date of grant thereof or such shorter\nterm as may be provided in the Option Agreement.\n\n        8. Option Exercise Price and Consideration.\n\n               (a) The per share exercise price for the Shares to be issued\npursuant to exercise of an Option shall be such price as is determined by the\nBoard, but shall be subject to the following:\n\n                       (i)   In the case of an Incentive Stock Option\n\n                             (A)  granted to an Employee who, at the time of the\ngrant of such Incentive Stock Option, owns stock representing more than ten\npercent (10%) of the voting power of all classes of stock of the Company or any\nParent or Subsidiary, the per Share exercise price shall be no less than 110% of\nthe Fair Market Value per Share on the date of grant.\n\n                             (B) granted to any Employee other than an Employee\ndescribed in the preceding paragraph, the per Share exercise price shall be no\nless than 100% of the Fair Market Value per Share on the date of grant.\n\n                       (ii)   In the case of a Nonstatutory Stock Option\n\n                             (A) granted to a person who, at the time of the\ngrant of such Option, owns stock representing more than ten percent (10%) of the\nvoting power of all classes of stock of the Company or any Parent or Subsidiary,\nthe per Share exercise price shall be no less than 110% of the Fair Market Value\nper Share on the date of the grant.\n\n\n                                       -6-\n\n\n\n\n\n                             (B) granted to any person, the per Share exercise\nprice shall be no less than 85% of the Fair Market Value per Share on the date \nof grant.\n\n                      (iii) Notwithstanding the foregoing, Options may be\ngranted with a per Share exercise price other than as required above pursuant to\na merger or other corporate transaction.\n\n               (b) The consideration to be paid for the Shares to be issued upon\nexercise of an Option, including the method of payment, shall be determined by\nthe Administrator (and, in the case of an Incentive Stock Option, shall be\ndetermined at the time of grant) and may consist entirely of (1) cash, (2)\ncheck, (3) promissory note, (4) other Shares which (x) in the case of Shares\nacquired upon exercise of an Option have been owned by the Optionee for more\nthan six months on the date of surrender and (y) have a Fair Market Value on the\ndate of surrender equal to the aggregate exercise price of the Shares as to\nwhich said Option shall be exercised, (5) delivery of a properly executed\nexercise notice together with such other documentation as the Administrator and\nthe broker, if applicable, shall require to effect an exercise of the Option and\ndelivery to the Company of the sale or loan proceeds required to pay the\nexercise price, or (6) any combination of the foregoing methods of payment. In\nmaking its determination as to the type of consideration to accept, the Board\nshall consider if acceptance of such consideration may be reasonably expected to\nbenefit the Company.\n\n        9. Exercise of Option.\n\n               (a) Procedure for Exercise; Rights as a Shareholder. Any Option\ngranted hereunder shall be exercisable at such times and under such conditions\nas determined by the Board, including performance criteria with respect to the\nCompany and\/or the Optionee, and as shall be permissible under the terms of the\nPlan, but in no case at a rate of less than 20% per year over five (5) years\nfrom the date the Option is granted.\n\n                      An Option may not be exercised for a fraction of a Share.\n\n                      An Option shall be deemed to be exercised when written \nnotice of such exercise has been given to the Company in accordance with the\nterms of the Option by the person entitled to exercise the Option and full\npayment for the Shares with respect to which the Option is exercised has been\nreceived by the Company. Full payment may, as authorized by the Board, consist\nof any consideration and method of payment allowable under Section 8(b) of the\nPlan. Until the issuance (as evidenced by the appropriate entry on the books of\nthe Company or of a duly authorized transfer agent of the Company) of the stock\ncertificate evidencing such Shares, no right to vote or receive dividends or any\nother rights as a shareholder shall exist with respect to the Optioned Stock,\nnotwithstanding the exercise of the Option. The Company shall issue (or cause to\nbe issued) such stock certificate promptly upon exercise of the Option. No\nadjustment will be made for a dividend or other right for which the record date\nis prior to the date the stock certificate is issued, except as provided in\nSection 12 of the Plan.\n\n\n                                       -7-\n\n\n\n\n\n               Exercise of an Option in any manner shall result in a decrease in\nthe number of Shares which thereafter may be available, both for purposes of the\nPlan and for sale under the Option, by the number of Shares as to which the\nOption is exercised.\n\n               (b) Termination of Employment or Consulting Relationship. In the\nevent of termina tion of an Optionee's Continuous Status as an Employee or\nConsultant with the Company (but not in the event of an Optionee's change of\nstatus from Employee to Consultant (in which case an Employee's Incentive Stock\nOption shall automatically convert to a Nonstatutory Stock Option on the date\nthree (3) months and one day from the date of such change of status) or from\nConsultant to Employee), such Optionee may, but only within such period of time\nas is determined by the Administrator, of at least thirty (30) days, with such\ndetermination in the case of an Incentive Stock Option not exceeding three (3)\nmonths after the date of such termination (but in no event later than the\nexpiration date of the term of such Option as set forth in the Option\nAgreement), exercise his or her Option to the extent that Optionee was entitled\nto exercise it at the date of such termination. To the extent that Optionee was\nnot entitled to exercise the Option at the date of such termination, or if\nOptionee does not exercise such Option to the extent so entitled within the time\nspecified herein, the Option shall terminate.\n\n               (c) Disability of Optionee. In the event of termination of an\nOptionee's consulting relationship or Continuous Status as an Employee as a\nresult of his or her disability, Optionee may, but only within twelve (12)\nmonths from the date of such termination (and in no event later than the expira\ntion date of the term of such Option as set forth in the Option Agreement),\nexercise the Option to the extent otherwise entitled to exercise it at the date\nof such termination; provided, however, that if such disability is not a\n'disability' as such term is defined in Section 22(e)(3) of the Code, in the\ncase of an Incentive Stock Option such Incentive Stock Option shall\nautomatically convert to a Nonstatutory Stock Option on the day three months and\none day following such termination. To the extent that Optionee is not entitled\nto exercise the Option at the date of termination, or if Optionee does not\nexercise such Option to the extent so entitled within the time specified herein,\nthe Option shall terminate, and the Shares covered by such Option shall revert\nto the Plan.\n\n               (d) Death of Optionee. In the event of the death of an Optionee,\nthe Option may be exercised at any time within twelve (12) months following the\ndate of death (but in no event later than the expiration of the term of such\nOption as set forth in the Notice of Grant), by the Optionee's estate or by a\nperson who acquired the right to exercise the Option by bequest or inheritance,\nbut only to the extent that the Optionee was entitled to exercise the Option at\nthe date of death. If, at the time of death, the Optionee was not entitled to\nexercise his or her entire Option, the Shares covered by the unexercisable\nportion of the Option shall immediately revert to the Plan. If, after death, the\nOptionee's estate or a person who acquired the right to exercise the Option by\nbequest or inheritance does not exercise the Option within the time specified\nherein, the Option shall terminate, and the Shares covered by such Option shall\nrevert to the Plan.\n\n               (e) Rule 16b-3. Options granted to persons subject to Section\n16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain such\nadditional conditions or restrictions as may be\n\n                                       -8-\n\n\n\n\n\nrequired thereunder to qualify for the maximum exemption from Section 16 of the\nExchange Act with respect to Plan transactions.\n\n               (f) Buyout Provisions. The Administrator may at any time offer to\nbuy out for a payment in cash or Shares, an Option previously granted, based on\nsuch terms and conditions as the Administrator shall establish and communicate\nto the Optionee at the time that such offer is made.\n\n        10. Non-Transferability of Options. Options may not be sold, pledged,\nassigned, hypothecated, transferred, or disposed of in any manner other than by\nwill or by the laws of descent or distribution and may be exercised, during the\nlifetime of the Optionee, only by the Optionee.\n\n        11. Stock Purchase Rights.\n\n               (a) Rights to Purchase. Stock Purchase Rights may be issued\neither alone, in addition to, or in tandem with other awards granted under the\nPlan and\/or cash awards made outside of the Plan. After the Administrator\ndetermines that it will offer Stock Purchase Rights under the Plan, it shall\nadvise the offeree in writing or electronically of the terms, conditions and\nrestrictions related to the offer, including the number of Shares that such\nperson shall be entitled to purchase, the price to be paid, and the time within\nwhich such person must accept such offer. The terms of the offer shall comply in\nall respects with Section 260.140.42 of Title 10 of the California Code of\nRegulations. The offer shall be accepted by execution of a Restricted Stock\npurchase agreement in the form determined by the Administrator.\n\n               (b) Repurchase Option. Unless the Administrator determines\notherwise, the Restricted Stock purchase agreement shall grant the Company a\nrepurchase option exercisable upon the voluntary or involuntary termination of\nthe purchaser's service with the Company for any reason (including death or\ndisability). The purchase price for Shares repurchased pursuant to the\nRestricted Stock purchase agreement shall be the original price paid by the\npurchaser and may be paid by cancellation of any indebtedness of the purchaser\nto the Company. The repurchase option shall lapse at such rate as the\nAdministrator may determine, but in no case at a rate of less than 20% per year\nover five years from the date of purchase.\n\n               (c) Other Provisions. The Restricted Stock purchase agreement\nshall contain such other terms, provisions and conditions not inconsistent with\nthe Plan as may be determined by the Administrator in its sole discretion.\n\n               (d) Rights as a Shareholder. Once the Stock Purchase Right is\nexercised, the purchaser shall have rights equivalent to those of a shareholder\nand shall be a shareholder when his or her purchase is entered upon the records\nof the duly authorized transfer agent of the Company. No adjustment shall be\nmade for a dividend or other right for which the record date is prior to the\ndate the Stock Purchase Right is exercised, except as provided in Section 12 of\nthe Plan.\n\n        12. Adjustments Upon Changes in Capitalization or Merger.\n\n                                       -9-\n\n\n\n\n\n               (a) Changes in Capitalization. Subject to any required action by\nthe shareholders of the Company, the number of shares of Common Stock covered by\neach outstanding Option, and the number of shares of Common Stock which have\nbeen authorized for issuance under the Plan but as to which no Options have yet\nbeen granted or which have been returned to the Plan upon cancellation or\nexpiration of an Option, as well as the price per share of Common Stock covered\nby each such outstanding Option, shall be proportionately adjusted for any\nincrease or decrease in the number of issued shares of Common Stock resulting\nfrom a stock split, reverse stock split, stock dividend, combin ation or\nreclassification of the Common Stock, or any other increase or decrease in the\nnumber of issued shares of Common Stock effected without receipt of\nconsideration by the Company; provided, however, that conversion of any\nconvertible securities of the Company shall not be deemed to have been 'effected\nwithout receipt of consideration.' Such adjustment shall be made by the Board,\nwhose determination in that respect shall be final, binding and conclusive.\nExcept as expressly provided herein, no issuance by the Company of shares of\nstock of any class, or securities convertible into shares of stock of any class,\nshall affect, and no adjustment by reason thereof shall be made with respect to,\nthe number or price of shares of Common Stock subject to an Option.\n\n               (b) Dissolution or Liquidation. In the event of the proposed\ndissolution or liquidation of the Company, the Board shall notify the Optionee\nat least fifteen (15) days prior to such proposed action. To the extent it has\nnot been previously exercised, the Option will terminate immediately prior to\nthe consummation of such proposed action.\n\n               (c) Merger or Asset Sale. In the event of a merger of the Company\nwith or into another corporation or the sale of substantially all of the assets\nof the Company, the Option may be assumed or an equivalent option may be\nsubstituted by such successor corporation or a parent or subsidiary of such\nsuccessor corporation. If, in such event, the Option is not assumed or\nsubstituted, the Option shall terminate as of the date of the closing of the\nmerger. For the purposes of this paragraph, the Option shall be considered\nassumed if, following the merger, the option confers the right to purchase, for\neach Share of Optioned Stock subject to the Option immediately prior to the\nmerger, the consideration (whether stock, cash, or other securities or property)\nreceived in the merger by holders of Common Stock for each Share held on the\neffective date of the transaction (and if holders were offered a choice of\nconsideration, the type of consideration chosen by the holders of a majority of\nthe outstanding Shares); provided, however, that if such consideration received\nin the merger was not solely common stock of the successor corporation or its\nParent, the Administrator may, with the consent of the successor corporation,\nprovide for the consideration to be received upon the exercise of the Option for\neach Share of Optioned Stock subject to the Option to be solely common stock of\nthe successor corporation or its Parent equal in fair market value to the per\nshare consideration received by holders of Common Stock in the merger.\n\n        13. Time of Granting Options. The date of grant of an Option shall, for\nall purposes, be the date on which the Administrator makes the determination\ngranting such Option, or such other date as is determined by the Board. Notice\nof the determination shall be given to each Employee or Consultant to whom an\nOption is so granted within a reasonable time after the date of such grant.\n\n\n                                      -10-\n\n\n\n\n\n        14. Amendment and Termination of the Plan.\n\n               (a) Amendment and Termination. The Board may at any time amend,\nalter, suspend or discontinue the Plan, but no amendment, alteration, suspension\nor discontinuation shall be made which would impair the rights of any Optionee\nunder any grant theretofore made, without his or her consent. In addition, to\nthe extent necessary and desirable to comply with Rule 16b-3 under the Exchange\nAct or with Section 422 of the Code (or any other applicable law or regulation,\nincluding the requirements of the NASD or an established stock exchange), the\nCompany shall obtain shareholder approval of any Plan amendment in such a manner\nand to such a degree as required.\n\n               (b) Effect of Amendment or Termination. Any such amendment or\ntermination of the Plan shall not affect Options already granted, and such\nOptions shall remain in full force and effect as if this Plan had not been\namended or terminated, unless mutually agreed otherwise between the Optionee and\nthe Board, which agreement must be in writing and signed by the Optionee and the\nCompany.\n\n        15. Conditions Upon Issuance of Shares. Shares shall not be issued\npursuant to the exercise of an Option unless the exercise of such Option and the\nissuance and delivery of such Shares pursuant thereto shall comply with all\nrelevant provisions of law, including, without limitation, the Securities Act of\n1933, as amended, the Exchange Act, the rules and regulations promulgated\nthereunder, and the requirements of any stock exchange upon which the Shares may\nthen be listed, and shall be further subject to the approval of counsel for the\nCompany with respect to such compliance.\n               As a condition to the exercise of an Option, the Company may\nrequire the person exercising such Option to represent and warrant at the time\nof any such exercise that the Shares are being purchased only for investment and\nwithout any present intention to sell or distribute such Shares if, in the\nopinion of counsel for the Company, such a representation is required by any of\nthe aforementioned relevant provisions of law.\n\n        16. Inability to Obtain Authority. The inability of the Company to\nobtain authority from any regulatory body having jurisdiction, which authority\nis deemed by the Company's counsel to be necessary to the lawful issuance and\nsale of any Shares hereunder, shall relieve the Company of any liability in\nrespect of the failure to issue or sell such Shares as to which such requisite\nauthority shall not have been obtained.\n\n        17. Reservation of Shares. The Company, during the term of this Plan,\nwill at all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan.\n\n               The inability of the Company to obtain authority from any\nregulatory body having jurisdiction, which authority is deemed by the Company's\ncounsel to be necessary to the lawful issuance and sale of any Shares hereunder,\nshall relieve the Company of any liability in respect of the failure to issue or\nsell such Shares as to which such requisite authority shall not have been\nobtained.\n\n\n                                      -11-\n\n\n\n\n        18. Agreements. Options shall be evidenced by written agreements in such\nform as the Board shall approve from time to time.\n\n        19. Shareholder Approval. Continuance of the Plan shall be subject to\napproval by the shareholders of the Company within twelve (12) months before or\nafter the date the Plan is adopted. Such shareholder approval shall be obtained\nin the degree and manner required under applicable state and federal law and the\nrules of any stock exchange upon which the Common Stock is listed.\n\n        20. Information to Optionees and Purchasers. The Company shall provide\nto each Optionee, not less frequently than annually, copies of annual financial\nstatements. The Company shall also provide such statements to each individual\nwho acquires Shares pursuant to the Plan while such individual owns such Shares.\nThe Company shall not be required to provide such statements to key employees\nwhose duties in connection with the Company assure their access to equivalent\ninformation.\n\n\n                                      -12-\n\n\n\n\n                             SAGENT TECHNOLOGY, INC.\n                             AMENDED 1995 STOCK PLAN\n\n                             STOCK OPTION AGREEMENT\n\n\n        Unless otherwise defined herein, the terms defined in the Plan shall\nhave the same defined meanings in this Option Agreement.\n\nI. NOTICE OF STOCK OPTION GRANT\n\nName of Optionee:                   optionee\nAddress of Optionee:                street address\n                                    city, state zip\n\n        You have been granted an option to purchase Common Stock of the Company,\nsubject to the terms and conditions of the Plan and this Option Agreement, as\nfollows:\n\n\n\n                                         \n         Grant Number                       grant no.\n\n         Date of Grant                      grant date\n\n         Vesting Commencement Date          vesting date\n\n         Exercise Price per Share           $exercise price\n\n         Total Number of Shares Granted     no. shares\n\n         Total Exercise Price               $total exercise price\n\n         Type of Option:                    [X]  Incentive Stock Option\n\n                                            [ ]  Nonstatutory Stock Option\n\n         Term\/Expiration Date:              term date\n\n\n     Vesting Schedule:\n\n        This Option may be exercised, in whole or in part, in accordance with\nthe following schedule:\n\n        25% of the Shares subject to the Option shall vest twelve months after\n        the Vesting Commencement Date, and 1\/48 of the Shares subject to the\n        Option shall vest each month \n\n\n                                      -1-\n\n\n\n        thereafter, subject to the Optionee continuing to be an employee or\n        consultant (a 'Service Provider'), as the case may be, on such dates.\n\n        Notwithstanding the foregoing, this Option is exercisable immediately,\nin whole or in part, conditioned upon Optionee entering into a Restricted Stock\nPurchase Agreement attached hereto as Exhibit A-1 with respect to any unvested\nShares subject to the Option.\n\n        Termination Period:\n\n        This Option may be exercised for ninety (90) days after Optionee ceases\nto be a Service Provider. Upon the death or Disability of the Optionee, this\nOption may be exercised for one year after Optionee ceases to be a Service\nProvider. In no event shall this Option be exercised later than the\nTerm\/Expiration Date as provided above.\n\nII. AGREEMENT\n\n        1. Grant of Option. The Plan Administrator of the Company hereby grants\nto the Optionee named in the Notice of Grant in Section I of this Option\nAgreement (the 'Optionee') an option (the 'Option') to purchase the number of\nShares, as set forth in the Notice of Grant, at the exercise price per share set\nforth in the Notice of Grant (the 'Exercise Price'), subject to the terms and\nconditions of the Plan, which is incorporated herein by reference, and this\nOption Agreement. In the event of a conflict between the terms and conditions of\nthe Plan and the terms and conditions of this Option Agreement, the terms and\nconditions of the Plan shall prevail.\n\n               If designated in the Notice of Grant as an Incentive Stock Option\n('ISO'), this Option is intended to qualify as an Incentive Stock Option under\nSection 422 of the Code. However, if this Option is intended to be an Incentive\nStock Option, to the extent that it exceeds the $100,000 rule of Code Section\n422(d) it shall be treated as a Nonstatutory Stock Option ('NSO').\n\n        2. Exercise of Option.\n\n               (a) Right to Exercise. This Option is exercisable during its term\nin accordance with the Vesting Schedule set out in the Notice of Grant and the\napplicable provisions of the Plan and this Option Agreement.\n\n               (b) Method of Exercise. This Option is exercisable by delivery of\nan exercise notice, in the form attached as Exhibit A (the 'Exercise Notice'),\nwhich shall state the election to exercise the Option, the number of Shares in\nrespect of which the Option is being exercised (the 'Exercised Shares'), and\nsuch other representations and agreements as may be required by the Company\npursuant to the provisions of the Plan. The Exercise Notice shall be completed\nby the Optionee and delivered to the Controller of the Company. The Exercise\nNotice shall be accompanied by payment of the aggregate Exercise Price as to all\nExercised Shares. This Option \n\n\n                                      -2-\n\n\n\nshall be deemed to be exercised upon receipt by the Company of such fully\nexecuted Exercise Notice accompanied by such aggregate Exercise Price.\n\n               No Shares shall be issued pursuant to the exercise of this Option\nunless such issuance and exercise complies with Applicable Laws. Assuming such\ncompliance, for income tax purposes the Exercised Shares shall be considered\ntransferred to the Optionee on the date the Option is exercised with respect to\nsuch Exercised Shares.\n\n        3. Method of Payment. Payment of the aggregate Exercise Price shall be\nby any of the following, or a combination thereof, at the election of the\nOptionee:\n\n               (a) cash; or\n\n               (b) check; or\n\n               (c) consideration received by the Company under a cashless\nexercise program implemented by the Company in connection with the Plan; or\n\n               (d) surrender of other Shares which (i) in the case of Shares\nacquired upon exercise of an option, have been owned by the Optionee for more\nthan six (6) months on the date of surrender, and (ii) have a Fair Market Value\non the date of surrender equal to the aggregate Exercise Price of the Exercised\nShares; or\n\n               (e) with the Administrator's consent, delivery of Optionee's\npromissory note (the 'Note') in the form attached hereto as Exhibit C, in the\namount of the aggregate Exercise Price of the Exercised Shares together with the\nexecution and delivery by the Optionee of the Security Agreement attached hereto\nas Exhibit B. The Note shall bear interest at the 'applicable federal rate'\nprescribed under the Code and its regulations at time of purchase, and shall be\nsecured by a pledge of the Shares purchased by the Note pursuant to the Security\nAgreement.\n\n        4. Non-Transferability of Option. This Option may not be transferred in\nany manner otherwise than by will or by the laws of descent or distribution and\nmay be exercised during the lifetime of Optionee only by the Optionee. The terms\nof the Plan and this Option Agreement shall be binding upon the executors,\nadministrators, heirs, successors and assigns of the Optionee.\n\n        5. Term of Option. This Option may be exercised only within the term set\nout in the Notice of Grant, and may be exercised during such term only in\naccordance with the Plan and the terms of this Option Agreement.\n\n        6. Termination of Relationship. In the event an Optionee's Continuous\nStatus as an Employee or Consultant terminates, Optionee may, to the extent\notherwise so entitled at the date of such termination (the 'Termination Date'),\nexercise this Option during the Termination Period set out in the Notice of\nGrant. To the extent that Optionee was not entitled to exercise this Option \n\n\n                                      -3-\n\n\n\nat the date of such termination, or if Optionee does not exercise this Option\nwithin the time specified herein, the Option shall terminate.\n\n        7. Tax Consequences. Some of the federal tax consequences relating to\nthis Option, as of the date of this Option, are set forth below. THIS SUMMARY IS\nNECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.\nTHE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR\nDISPOSING OF THE SHARES.\n\n               (a) Exercising the Option.\n\n                      (i) Nonstatutory Stock Option. The Optionee may incur\nregular federal income tax liability upon exercise of a NSO. The Optionee will\nbe treated as having received compensation income (taxable at ordinary income\ntax rates) equal to the excess, if any, of the Fair Market Value of the\nExercised Shares on the date of exercise over their aggregate Exercise Price. If\nthe Optionee is an Employee or a former Employee, the Company will be required\nto withhold from his or her compensation or collect from Optionee and pay to the\napplicable taxing authorities an amount in cash equal to a percentage of this\ncompensation income at the time of exercise, and may refuse to honor the\nexercise and refuse to deliver Shares if such withholding amounts are not\ndelivered at the time of exercise.\n\n                      (ii) Incentive Stock Option. If this Option qualifies as\nan ISO, the Optionee will have no regular federal income tax liability upon its\nexercise, although the excess, if any, of the Fair Market Value of the Exercised\nShares on the date of exercise over their aggregate Exercise Price will be\ntreated as an adjustment to alternative minimum taxable income for federal tax\npurposes and may subject the Optionee to alternative minimum tax in the year of\nexercise. In the event that the Optionee ceases to be an Employee but remains a\nService Provider, any Incentive Stock Option of the Optionee that remains\nunexercised shall cease to qualify as an Incentive Stock Option and will be\ntreated for tax purposes as a Nonstatutory Stock Option on the date three (3)\nmonths and one (1) day following such change of status.\n\n               (b) Disposition of Shares.\n\n                      (i) NSO. If the Optionee holds NSO Shares for at least one\nyear, any gain realized on disposition of the Shares will be treated as\nlong-term capital gain for federal income tax purposes.\n\n                      (ii) ISO. If the Optionee holds ISO Shares for at least\none year after exercise and two years after the grant date, any gain realized on\ndisposition of the Shares will be treated as long-term capital gain for federal\nincome tax purposes. If the Optionee disposes of ISO Shares within one year\nafter exercise or two years after the grant date, any gain realized on such\ndisposition will be treated as compensation income (taxable at ordinary income\nrates) to the extent of the excess, if any, of the lesser of (A) the difference\nbetween the Fair Market Value of the Shares \n\n\n                                      -4-\n\n\n\nacquired on the date of exercise and the aggregate Exercise Price, or (B) the\ndifference between the sale price of such Shares and the aggregate Exercise\nPrice. Any additional gain will be taxed as capital gain, short-term or\nlong-term depending on the period that the ISO Shares were held.\n\n               (c) Notice of Disqualifying Disposition of ISO Shares. If the\nOptionee sells or otherwise disposes of any of the Shares acquired pursuant to\nan ISO on or before the later of (i) two years after the grant date, or (ii) one\nyear after the exercise date, the Optionee shall immediately notify the Company\nin writing of such disposition. The Optionee agrees that he or she may be\nsubject to income tax withholding by the Company on the compensation income\nrecognized from such early disposition of ISO Shares by payment in cash or out\nof the current earnings paid to the Optionee.\n\n        8. Market Standoff Agreement. Optionee hereby agrees that if so\nrequested by the Company or any representative of the underwriters in connection\nwith any registration of the offering of any securities of the Company under the\nSecurities Act, Optionee shall not sell or otherwise transfer any Shares or\nother securities of the Company during the 180-day period following the\neffective date of a registration statement of the Company filed under the\nSecurities Act; provided, however, that such restriction shall only apply to the\nfirst registration statement of the Company to become effective under the\nSecurities Act which include securities to be sold on behalf of the Company to\nthe public in an underwritten public offering under the Securities Act. The\nCompany may impose stop-transfer instructions with respect to securities subject\nto the foregoing restrictions until the end of such 180-day period.\n\n        9. Entire Agreement; Governing Law. The Plan is incorporated herein by\nreference. The Plan and this Option Agreement constitute the entire agreement of\nthe parties with respect to the subject matter hereof and supersede in their\nentirety all prior undertakings and agreements of the Company and Optionee with\nrespect to the subject matter hereof, and may not be modified adversely to the\nOptionee's interest except by means of a writing signed by the Company and\nOptionee. This agreement is governed by the internal substantive laws, but not\nthe choice of law rules, of California.\n\n        10. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES\nTHAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED\nONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT\nTHROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES\nHEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE\nTRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO\nNOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A\nSERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL\nNOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE\nOPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT\nCAUSE.\n\n\n                                      -5-\n\n\n\n\n                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n\n                                      -6-\n\n\n\n        By your signature and the signature of the Company's representative\nbelow, you and the Company agree that this Option is granted under and governed\nby the terms and conditions of the Plan and this Option Agreement. Optionee has\nreviewed the Plan and this Option Agreement in their entirety, has had an\nopportunity to obtain the advice of counsel prior to executing this Option\nAgreement and fully understands all provisions of the Plan and Option Agreement.\nOptionee hereby agrees to accept as binding, conclusive and final all decisions\nor interpretations of the Administrator upon any questions relating to the Plan\nand Option Agreement. Optionee further agrees to notify the Company upon any\nchange in the residence address indicated below.\n\n\nOPTIONEE:                                    SAGENT TECHNOLOGY, INC.:\n\n\n\n                                             By:\n-------------------------------                 -------------------------------\nSignature\n\n\n-------------------------------              ----------------------------------\nPrint Name                                   Print Name\n\n\n-------------------------------              ----------------------------------\nResidence Address                            Title\n\n-------------------------------              \n\n\n                                      -7-\n\n\n\n                                CONSENT OF SPOUSE\n\n        The undersigned spouse of optionee (the 'Optionee') has read and hereby\napproves the terms and conditions of the Plan and this Option Agreement. In\nconsideration of the Company's granting his or her spouse the right to purchase\nShares as set forth in the Plan and this Option Agreement, the undersigned\nhereby agrees to be irrevocably bound by the terms and conditions of the Plan\nand this Option Agreement and further agrees that any community property\ninterest shall be similarly bound. The undersigned hereby appoints the\nundersigned's spouse as attorney-in-fact for the undersigned with respect to any\namendment or exercise of rights under the Plan or this Option Agreement.\n\n                                       ---------------------------------------\n                                       Spouse of Optionee\n\n\n                                      -8-\n\n\n\n                                    EXHIBIT A\n\n\n                                 EXERCISE NOTICE\n\n\nSagent Technology, Inc.\n2225 East Bayshore, Suite 100\nPalo Alto, CA 94303\n\nAttention:  Controller\n\n        1. Exercise of Option. Effective as of today, ________________, 199__,\nthe undersigned ('Purchaser') hereby elects to purchase ______________ shares\n(the 'Shares') of the Common Stock of Sagent Technology, Inc. (the 'Company')\nunder and pursuant to the Amended 1995 Stock Plan (the 'Plan') and the Stock\nOption Agreement dated , 199__ (the 'Option Agreement'). The purchase price for\nthe Shares shall be $ , as required by the Option Agreement.\n\n        2. Delivery of Payment. Purchaser herewith delivers to the Company the\nfull purchase price for the Shares.\n\n        3. Representations of Purchaser. Purchaser acknowledges that Purchaser\nhas received, read and understood the Plan and the Option Agreement and agrees\nto abide by and be bound by their terms and conditions.\n\n        4. Rights as Shareholder. Until the issuance (as evidenced by the\nappropriate entry on the books of the Company or of a duly authorized transfer\nagent of the Company) of the Shares, no right to vote or receive dividends or\nany other rights as a shareholder shall exist with respect to the Optioned\nStock, notwithstanding the exercise of the Option. The Shares so acquired shall\nbe issued to the Optionee as soon as practicable after exercise of the Option.\nNo adjustment will be made for a dividend or other right for which the record\ndate is prior to the date of issuance, except as provided in Section 12 of the\nPlan.\n\n        5. Tax Consultation. Purchaser understands that Purchaser may suffer\nadverse tax consequences as a result of Purchaser's purchase or disposition of\nthe Shares. Purchaser represents that Purchaser has consulted with any tax\nconsultants Purchaser deems advisable in connection with the purchase or\ndisposition of the Shares and that Purchaser is not relying on the Company for\nany tax advice.\n\n        6. Entire Agreement; Governing Law. The Plan and Option Agreement are\nincorporated herein by reference. This Agreement, the Plan and the Option\nAgreement constitute the entire agreement of the parties with respect to the\nsubject matter hereof and supersede in their entirety all \n\n\n                                      -1-\n\n\n\nprior undertakings and agreements of the Company and Purchaser with respect to\nthe subject matter hereof, and may not be modified adversely to the Purchaser's\ninterest except by means of a writing signed by the Company and Purchaser. This\nagreement is governed by the internal substantive laws, but not the choice of\nlaw rules, of California.\n\n\nSubmitted by:                                Accepted by:\n\nPURCHASER:                                   SAGENT TECHNOLOGY, INC.:\n\n\n                                             By:\n-------------------------------                 -------------------------------\nSignature\n                                             Name:\n                                                  -----------------------------\n\n-------------------------------              \nPrint Name                                   Title:\n                                                   ----------------------------\n\n\nAddress:                                     Address:\n\n                                             2225 E. Bayshore Road, Suite 100\n-------------------------------              \n\n                                             Palo Alto, CA  94303\n-------------------------------              \n\n\n\n-------------------------------\nDate Received\n\n\n                                      -2-\n\n\n\n                                   EXHIBIT A-1\n\n                       RESTRICTED STOCK PURCHASE AGREEMENT\n\n        Unless otherwise defined herein, the terms defined in the Plan shall\nhave the same defined meanings in this Restricted Stock Purchase Agreement.\n\n        WHEREAS the Purchaser named in the Notice of Grant, (the 'Purchaser') is\nan employee of or consultant to the Company (a 'Service Provider'), and the\nPurchaser's continued participation is considered by the Company to be important\nfor the Company's continued growth; and\n\n        WHEREAS in order to give the Purchaser an opportunity to acquire an\nequity interest in the Company as an incentive for the Purchaser to participate\nin the affairs of the Company, the Admin istrator has granted to the Purchaser a\nStock Purchase Right subject to the terms and conditions of the Plan and the\nNotice of Grant, which are incorporated herein by reference, and pursuant to\nthis Restricted Stock Purchase Agreement (the 'Agreement').\n\n        NOW THEREFORE, the parties agree as follows:\n\n        1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and\nthe Purchaser hereby agrees to purchase shares of the Company's Common Stock\n(the 'Shares'), at the per Share purchase price and as otherwise described in\nthe Notice of Grant.\n\n        2. Payment of Purchase Price. The purchase price for the Shares may be\npaid by delivery to the Company at the time of execution of this Agreement of\ncash, a check, or some combination thereof.\n\n        3. Repurchase Option.\n\n               (a) In the event the Purchaser ceases to be a Service Provider\nfor any or no reason (including death or disability) before all of the Shares\nare released from the Company's Repurchase Option (see Section 4), the Company\nshall, upon the date of such termination (as reasonably fixed and determined by\nthe Company) have an irrevocable, exclusive option (the 'Repurchase Option') for\na period of ninety (90) days from such date to repurchase up to that number of\nshares which constitute the Unreleased Shares (as defined in Section 4) at the\noriginal purchase price per share (the 'Repurchase Price'). The Repurchase\nOption shall be exercised by the Company by delivering written notice to the\nPurchaser or the Purchaser's executor (with a copy to the Escrow Holder) AND, at\nthe Company's option, (i) by delivering to the Purchaser or the Purchaser's\nexecutor a check in the amount of the aggregate Repurchase Price, or (ii) by\ncanceling an amount of the Purchaser's indebtedness to the Company equal to the\naggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that\nthe combined payment and cancellation of indebtedness equals the aggregate\nRepurchase Price. Upon delivery of such notice and the payment of the aggregate\nRepurchase Price, \n\n\n                                      -1-\n\n\n\nthe Company shall become the legal and beneficial owner of the Shares being\nrepurchased and all rights and interests therein or relating thereto, and the\nCompany shall have the right to retain and transfer to its own name the number\nof Shares being repurchased by the Company.\n\n               (b) Whenever the Company shall have the right to repurchase\nShares hereunder, the Company may designate and assign one or more employees,\nofficers, directors or shareholders of the Company or other persons or\norganizations to exercise all or a part of the Company's purchase rights under\nthis Agreement and purchase all or a part of such Shares. If the Fair Market\nValue of the Shares to be repurchased on the date of such designation or\nassignment (the 'Repurchase FMV') exceeds the aggregate Repurchase Price of such\nShares, then each such designee or assignee shall pay the Company cash equal to\nthe difference between the Repurchase FMV and the aggregate Repurchase Price of\nsuch Shares.\n\n        [4. RELEASE OF SHARES FROM REPURCHASE OPTION. [INDIVIDUALIZED ACCORDING\nTO VESTING SCHEDULE].\n\n               (a) TWENTY-FIVE PERCENT (25%) OF THE SHARES SHALL BE RELEASED\nFROM THE COMPANY'S REPURCHASE OPTION ONE YEAR AFTER THE VESTING COMMENCEMENT\nDATE AND ONE FORTY-EIGHTH (1\/48TH) OF THE SHARES AT THE END OF EACH MONTH\nTHEREAFTER, PROVIDED THAT THE PURCHASER DOES NOT CEASE TO BE A SERVICE PROVIDER\nPRIOR TO THE DATE OF ANY SUCH RELEASE.\n\n               (b) ANY OF THE SHARES THAT HAVE NOT YET BEEN RELEASED FROM THE\nREPURCHASE OPTION ARE REFERRED TO HEREIN AS 'UNRELEASED SHARES.'\n\n               (c) THE SHARES THAT HAVE BEEN RELEASED FROM THE REPURCHASE OPTION\nSHALL BE DELIVERED TO THE PURCHASER AT THE PURCHASER'S REQUEST (SEE SECTION 6).]\n\n        5. Restriction on Transfer. Except for the escrow described in Section 6\nor the transfer of the Shares to the Company or its assignees contemplated by\nthis Agreement, none of the Shares or any beneficial interest therein shall be\ntransferred, encumbered or otherwise disposed of in any way until such Shares\nare released from the Company's Repurchase Option in accordance with the\nprovisions of this Agreement, other than by will or the laws of descent and\ndistribution.\n\n        6. Escrow of Shares.\n\n               (a) To ensure the availability for delivery of the Purchaser's\nUnreleased Shares upon repurchase by the Company pursuant to the Repurchase\nOption, the Purchaser shall, upon execution of this Agreement, deliver and\ndeposit with an escrow holder designated by the Company (the 'Escrow Holder')\nthe share certificates representing the Unreleased Shares, together with the\nstock assignment duly endorsed in blank, attached hereto as Exhibit A-2. The\nUnreleased Shares and stock assignment shall be held by the Escrow Holder,\npursuant to the Joint Escrow Instructions of the Company and Purchaser attached\nhereto as Exhibit A-3, until such time as the Company's Repurchase Option\nexpires. As a further condition to the Company's obligations under this\n\n\n                                      -2-\n\n\n\nAgreement, the Company may require the spouse of Purchaser, if any, to execute\nand deliver to the Company the Consent of Spouse attached hereto as Exhibit A-4.\n\n               (b) The Escrow Holder shall not be liable for any act it may do\nor omit to do with respect to holding the Unreleased Shares in escrow while\nacting in good faith and in the exercise of its judgment.\n\n               (c) If the Company or any assignee exercises the Repurchase\nOption hereunder, the Escrow Holder, upon receipt of written notice of such\nexercise from the proposed transferee, shall take all steps necessary to\naccomplish such transfer.\n\n               (d) When the Repurchase Option has been exercised or expires\nunexercised or a portion of the Shares has been released from the Repurchase\nOption, upon request the Escrow Holder shall promptly cause a new certificate to\nbe issued for the released Shares and shall deliver the certificate to the\nCompany or the Purchaser, as the case may be.\n\n               (e) Subject to the terms hereof, the Purchaser shall have all the\nrights of a shareholder with respect to the Shares while they are held in\nescrow, including without limitation, the right to vote the Shares and to\nreceive any cash dividends declared thereon. If, from time to time during the\nterm of the Repurchase Option, there is (i) any stock dividend, stock split or\nother change in the Shares, or (ii) any merger or sale of all or substantially\nall of the assets or other acquisition of the Company, any and all new,\nsubstituted or additional securities to which the Purchaser is entitled by\nreason of the Purchaser's ownership of the Shares shall be immediately subject\nto this escrow, deposited with the Escrow Holder and included thereafter as\n'Shares' for purposes of this Agreement and the Repurchase Option.\n\n        7. Legends. The share certificate evidencing the Shares, if any, issued\nhereunder shall be endorsed with the following legend (in addition to any legend\nrequired under applicable state securities laws):\n\n        THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN\nRESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT\nBETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE\nSECRETARY OF THE COMPANY.\n\n        8. Adjustment for Stock Split. All references to the number of Shares\nand the purchase price of the Shares in this Agreement shall be appropriately\nadjusted to reflect any stock split, stock dividend or other change in the\nShares which may be made by the Company after the date of this Agreement.\n\n        9. Tax Consequences. The Purchaser has reviewed with the Purchaser's own\ntax advisors the federal, state, local and foreign tax consequences of this\ninvestment and the transactions contemplated by this Agreement. The Purchaser is\nrelying solely on such advisors and not on any \n\n\n                                      -3-\n\n\n\nstatements or representations of the Company or any of its agents. The Purchaser\nunderstands that the Purchaser (and not the Company) shall be responsible for\nthe Purchaser's own tax liability that may arise as a result of the transactions\ncontemplated by this Agreement. The Purchaser understands that Section 83 of the\nInternal Revenue Code of 1986, as amended (the 'Code'), taxes as ordinary income\nthe difference between the purchase price for the Shares and the Fair Market\nValue of the Shares as of the date any restrictions on the Shares lapse. In this\ncontext, 'restriction' includes the right of the Company to buy back the Shares\npursuant to the Repurchase Option. The Purchaser understands that the Purchaser\nmay elect to be taxed at the time the Shares are purchased rather than when and\nas the Repurchase Option expires by filing an election under Section 83(b) of\nthe Code with the IRS within 30 days from the date of purchase. The form for\nmaking this election is attached as Exhibit A-5 hereto.\n\n               THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE\nRESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION\n83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE\nTHIS FILING ON THE PURCHASER'S BEHALF.\n\n        10. General Provisions.\n\n               (a) This Agreement shall be governed by the internal substantive\nlaws, but not the choice of law rules, of California. This Agreement, subject to\nthe terms and conditions of the Plan and the Notice of Grant, represents the\nentire agreement between the parties with respect to the purchase of the Shares\nby the Purchaser. Subject to Section 15(c) of the Plan, in the event of a\nconflict between the terms and conditions of the Plan and the terms and\nconditions of this Agreement, the terms and conditions of the Plan shall\nprevail. Unless otherwise defined herein, the terms defined in the Plan shall\nhave the same defined meanings in this Agreement.\n\n               (b) Any notice, demand or request required or permitted to be\ngiven by either the Company or the Purchaser pursuant to the terms of this\nAgreement shall be in writing and shall be deemed given when delivered\npersonally or deposited in the U.S. mail, First Class with postage prepaid, and\naddressed to the parties at the addresses of the parties set forth at the end of\nthis Agreement or such other address as a party may request by notifying the\nother in writing.\n\n               Any notice to the Escrow Holder shall be sent to the Company's\naddress with a copy to the other party hereto.\n\n               (c) The rights of the Company under this Agreement shall be\ntransferable to any one or more persons or entities, and all covenants and\nagreements hereunder shall inure to the benefit of, and be enforceable by the\nCompany's successors and assigns. The rights and obligations of the Purchaser\nunder this Agreement may only be assigned with the prior written consent of the\nCompany.\n\n\n                                      -4-\n\n\n\n               (d) Either party's failure to enforce any provision of this\nAgreement shall not in any way be construed as a waiver of any such provision,\nnor prevent that party from thereafter enforcing any other provision of this\nAgreement. The rights granted both parties hereunder are cumulative and shall\nnot constitute a waiver of either party's right to assert any other legal remedy\navailable to it.\n\n\n               (e) The Purchaser agrees upon request to execute any further\ndocuments or instruments necessary or desirable to carry out the purposes or\nintent of this Agreement.\n\n               (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES\nPURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE\nPROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR\nPURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT\nTHIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE\nSET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED\nENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT\nALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO\nTERMINATE PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR\nWITHOUT CAUSE.\n\n        By Purchaser's signature below, Purchaser represents that he or she is\nfamiliar with the terms and provisions of the Plan, and hereby accepts this\nAgreement subject to all of the terms and provisions thereof. Purchaser has\nreviewed the Plan and this Agreement in their entirety, has had an opportunity\nto obtain the advice of counsel prior to executing this Agreement and fully\nunderstands all provisions of this Agreement. Purchaser agrees to accept as\nbinding, conclusive and final all decisions or interpretations of the\nAdministrator upon any questions arising under the Plan or this Agreement.\nPurchaser further agrees to notify the Company upon any change in the residence\nindicated in the Notice of Grant.\n\nDATED:                                      \n      ------------------\n\nPURCHASER:                                   SAGENT TECHNOLOGY, INC.:\n\n\n                                             By:\n-------------------------------                 -------------------------------\nSignature\n                                             Name:\n                                                  -----------------------------\n\n-------------------------------              \nPrint Name                                   Title:\n                                                   ----------------------------\n\n\n                                      -5-\n\n\n\n                                   EXHIBIT A-2\n\n                      ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n\n        FOR VALUE RECEIVED I, __________________________, hereby sell, assign\nand transfer unto ______________________________ (__________) shares of the\nCommon Stock of Sagent Technology, Inc. standing in my name of the books of said\ncorporation represented by Certificate No. _____ herewith and do hereby\nirrevocably constitute and appoint _________ to transfer the said stock on the\nbooks of the within named corporation with full power of substitution in the\npremises.\n\n        This Stock Assignment may be used only in accordance with the Restricted\nStock Purchase Agreement (the 'Agreement') between________________________ and\nthe undersigned dated ______________, 19__.\n\n\nDated:                , 19  \n       ---------------\n\n                                      Signature:\n                                                -------------------------------\n\n\nINSTRUCTIONS: Please do not fill in any blanks other than the signature line.\nThe purpose of this assignment is to enable the Company to exercise the\nRepurchase Option, as set forth in the Agreement, without requiring additional\nsignatures on the part of the Purchaser.\n\n\n                                      -6-\n\n\n\n                                   EXHIBIT A-3\n\n                            JOINT ESCROW INSTRUCTIONS\n\n\n                                                                  ________, 19__\n\n\nCorporate Secretary\nSagent Technology, Inc.\n\n\n\n\nDear___________:\n\n        As Escrow Agent for both Sagent Technology, Inc. a California\ncorporation (the 'Company'), and the undersigned purchaser of stock of the\nCompany (the 'Purchaser'), you are hereby authorized and directed to hold the\ndocuments delivered to you pursuant to the terms of that certain Restricted\nStock Purchase Agreement ('Agreement') between the Company and the undersigned,\nin accordance with the following instructions:\n\n        1. In the event the Company and\/or any assignee of the Company (referred\nto collectively as the 'Company') exercises the Company's Repurchase Option set\nforth in the Agreement, the Company shall give to Purchaser and you a written\nnotice specifying the number of shares of stock to be purchased, the purchase\nprice, and the time for a closing hereunder at the principal office of the\nCompany. Purchaser and the Company hereby irrevocably authorize and direct you\nto close the transaction contemplated by such notice in accordance with the\nterms of said notice.\n\n        2. At the closing, you are directed (a) to date the stock assignments\nnecessary for the transfer in question, (b) to fill in the number of shares\nbeing transferred, and (c) to deliver same, together with the certificate\nevidencing the shares of stock to be transferred, to the Company or its\nassignee, against the simultaneous delivery to you of the purchase price (by\ncash, a check, or some combination thereof) for the number of shares of stock\nbeing purchased pursuant to the exercise of the Company's Repurchase Option.\n\n        3. Purchaser irrevocably authorizes the Company to deposit with you any\ncertificates evidencing shares of stock to be held by you hereunder and any\nadditions and substitutions to said shares as defined in the Agreement.\nPurchaser does hereby irrevocably constitute and appoint you as Purchaser's\nattorney-in-fact and agent for the term of this escrow to execute with respect\nto such securities all documents necessary or appropriate to make such\nsecurities negotiable and to complete any transaction herein contemplated,\nincluding but not limited to the filing with any applicable state blue sky\nauthority of any required applications for consent to, or notice of transfer of,\nthe securities. \n\n\n                                      -1-\n\n\n\nSubject to the provisions of this paragraph 3, Purchaser shall exercise all\nrights and privileges of a shareholder of the Company while the stock is held by\nyou.\n\n        4. Upon written request of the Purchaser, but no more than once per\ncalendar year, unless the Company's Repurchase Option has been exercised, you\nshall deliver to Purchaser a certificate or certificates representing so many\nshares of stock as are not then subject to the Company's Repurchase Option.\nWithin 90 days after Purchaser ceases to be a Service Provider, you shall\ndeliver to Purchaser a certificate or certificates representing the aggregate\nnumber of shares held or issued pursuant to the Agreement and not purchased by\nthe Company or its assignees pursuant to exercise of the Company's Repurchase\nOption.\n\n        5. If at the time of termination of this escrow you should have in your\npossession any documents, securities, or other property belonging to Purchaser,\nyou shall deliver all of the same to Purchaser and shall be discharged of all\nfurther obligations hereunder.\n\n        6. Your duties hereunder may be altered, amended, modified or revoked\nonly by a writing signed by all of the parties hereto.\n\n        7. You shall be obligated only for the performance of such duties as are\nspecifically set forth herein and may rely and shall be protected in relying or\nrefraining from acting on any instrument reasonably believed by you to be\ngenuine and to have been signed or presented by the proper party or parties. You\nshall not be personally liable for any act you may do or omit to do hereunder as\nEscrow Agent or as attorney-in-fact for Purchaser while acting in good faith,\nand any act done or omitted by you pursuant to the advice of your own attorneys\nshall be conclusive evidence of such good faith.\n\n        8. You are hereby expressly authorized to disregard any and all warnings\ngiven by any of the parties hereto or by any other person or corporation,\nexcepting only orders or process of courts of law, and are hereby expressly\nauthorized to comply with and obey orders, judgments or decrees of any court. In\ncase you obey or comply with any such order, judgment or decree, you shall not\nbe liable to any of the parties hereto or to any other person, firm or\ncorporation by reason of such compliance, notwithstanding any such order,\njudgment or decree being subsequently reversed, modified, annulled, set aside,\nvacated or found to have been entered without jurisdiction.\n\n        9. You shall not be liable in any respect on account of the identity,\nauthorities or rights of the parties executing or delivering or purporting to\nexecute or deliver the Agreement or any documents or papers deposited or called\nfor hereunder.\n\n        10. You shall not be liable for the outlawing of any rights under the\nstatute of limitations with respect to these Joint Escrow Instructions or any\ndocuments deposited with you.\n\n\n                                      -2-\n\n\n\n        11. You shall be entitled to employ such legal counsel and other experts\nas you may deem necessary properly to advise you in connection with your\nobligations hereunder, may rely upon the advice of such counsel, and may pay\nsuch counsel reasonable compensation therefor.\n\n        12. Your responsibilities as Escrow Agent hereunder shall terminate if\nyou shall cease to be an officer or agent of the Company or if you shall resign\nby written notice to each party. In the event of any such termination, the\nCompany shall appoint a successor Escrow Agent.\n\n        13. If you reasonably require other or further instruments in connection\nwith these Joint Escrow Instructions or obligations in respect hereto, the\nnecessary parties hereto shall join in furnishing such instruments.\n\n        14. It is understood and agreed that should any dispute arise with\nrespect to the delivery and\/or ownership or right of possession of the\nsecurities held by you hereunder, you are authorized and directed to retain in\nyour possession without liability to anyone all or any part of said securities\nuntil such disputes shall have been settled either by mutual written agreement\nof the parties concerned or by a final order, decree or judgment of a court of\ncompetent jurisdiction after the time for appeal has expired and no appeal has\nbeen perfected, but you shall be under no duty whatsoever to institute or defend\nany such proceedings.\n\n        15. Any notice required or permitted hereunder shall be given in writing\nand shall be deemed effectively given upon personal delivery or upon deposit in\nthe United States Post Office, by registered or certified mail with postage and\nfees prepaid, addressed to each of the other parties thereunto entitled at the\nfollowing addresses or at such other addresses as a party may designate by ten\ndays' advance written notice to each of the other parties hereto.\n\n\n                                      -3-\n\n\n\n                  COMPANY:            Sagent Technology, Inc.\n                                      2225 E. Bayshore Road, Suite 100\n                                      Palo Alto, CA  94303\n\n\n                  PURCHASER:          \n                                      -------------------------------\n\n                                      -------------------------------\n\n                                      -------------------------------\n\n\n                  ESCROW AGENT:       \n\n                                      -------------------------------\n\n                                      -------------------------------\n\n                                      -------------------------------\n\n\n        16. By signing these Joint Escrow Instructions, you become a party\nhereto only for the purpose of said Joint Escrow Instructions; you do not become\na party to the Agreement.\n\n\n        17. This instrument shall be binding upon and inure to the benefit of\nthe parties hereto, and their respective successors and permitted assigns.\n\n        18. These Joint Escrow Instructions shall be governed by, and construed\nand enforced in accordance with, the internal substantive laws, but not the\nchoice of law rules, of California.\n\n                                       Very truly yours,\n\n                                       SAGENT TECHNOLOGY, INC.\n\n\n                                       By:\n                                          --------------------------------------\n\n                                       Name:\n                                            ------------------------------------\n\n                                       Title:\n                                             -----------------------------------\n\n\n                                       PURCHASER:\n                                             \n\n                                       -----------------------------------------\n\n\n                                      -4-\n\n\n\n                                       Signature\n\n\n\n                                       -----------------------------------------\n                                       Print Name\n\n\nESCROW AGENT:\n\n\n-------------------------------\nCorporate Secretary\n\n\n                                      -5-\n\n\n\n                                   EXHIBIT A-4\n\n                                CONSENT OF SPOUSE\n\n\n        I, ____________________, spouse of ___________________, have read and\napprove the foregoing Restricted Stock Purchase Agreement (the 'Agreement'). In\nconsideration of the Company's grant to my spouse of the right to purchase\nshares of Sagent Technology, Inc., as set forth in the Agreement, I hereby\nappoint my spouse as my attorney-in-fact in respect to the exercise of any\nrights under the Agreement and agree to be bound by the provisions of the\nAgreement insofar as I may have any rights in said Agreement or any shares\nissued pursuant thereto under the community property laws or similar laws\nrelating to marital property in effect in the state of our residence as of the\ndate of the signing of the foregoing Agreement.\n\nDated: _______________, 19__\n\n\n                                      ________________________________________\n                                      Signature of Spouse\n\n\n                                      -6-\n\n\n\n                                   EXHIBIT A-5\n\n                          ELECTION UNDER SECTION 83(b)\n                      OF THE INTERNAL REVENUE CODE OF 1986\n\n\nThe undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the\nInternal Revenue Code of 1986, as amended, to include in taxpayer's gross income\nor alternative minimum taxable income, as the case may be, for the current\ntaxable year the amount of any compensation taxable to taxpayer in connection\nwith taxpayer's receipt of the property described below:\n\n1.      The name, address, taxpayer identification number and taxable year of\n        the undersigned are as follows:\n\n        NAME:                      TAXPAYER:                        SPOUSE:\n\n        ADDRESS:\n\n        IDENTIFICATION NO.:        TAXPAYER:                        SPOUSE:\n\n        TAXABLE YEAR:\n\n2.      The property with respect to which the election is made is described as\n        follows: ________ shares (the 'Shares') of the Common Stock of Sagent\n        Technology, Inc. (the 'Company').\n\n3.      The date on which the property was transferred is:________, 19 ____.\n\n4.      The property is subject to the following restrictions:\n\n         The Shares may not be transferred and are subject to forfeiture under\n         the terms of an agreement between the taxpayer and the Company. These\n         restrictions lapse upon the satisfaction of certain conditions\n         contained in such agreement.\n\n5.       The fair market value at the time of transfer, determined without\n         regard to any restriction other than a restriction which by its terms\n         will never lapse, of such property is:\n         $____________________.\n\n6.      The amount (if any) paid for such property is: \n        $____________________.\n\nThe undersigned has submitted a copy of this statement to the person for whom\nthe services were performed in connection with the undersigned's receipt of the\nabove-described property. The transferee of such property is the person\nperforming the services in connection with the transfer of said property.\n\nThe undersigned understands that the foregoing election may not be revoked\nexcept with the consent of the Commissioner.\n\nDated: ___________________, 19____         _____________________________________\n\n                                           Taxpayer\n\nThe undersigned spouse of taxpayer joins in this election.\n\nDated: ___________________, 19____         _____________________________________\n                                           Spouse of Taxpayer\n\n\n\n                                    EXHIBIT B\n\n                               SECURITY AGREEMENT\n\n\n\n        This Security Agreement is made as of __________, 19___ between Sagent\nTechnology, Inc., a California corporation ('Pledgee'), and\n_________________________ ('Pledgor').\n\n\n\n                                    Recitals\n\n        Pursuant to Pledgor's election to purchase Shares under the Option\nAgreement dated ________ (the 'Option'), between Pledgor and Pledgee under\nPledgee's 1995 Stock Plan, as may be amended from time to time, and Pledgor's\nelection under the terms of the Option to pay for such shares with his\npromissory note (the 'Note'), Pledgor has purchased _________ shares of\nPledgee's Common Stock (the 'Shares') at a price of $________ per share, for a\ntotal purchase price of $__________. The Note and the obligations thereunder are\nas set forth in Exhibit C to the Option.\n\n        NOW, THEREFORE, it is agreed as follows:\n\n        1. Creation and Description of Security Interest. In consideration of\nthe transfer of the Shares to Pledgor under the Option Agreement, Pledgor,\npursuant to the California Commercial Code, hereby pledges all of such Shares\n(herein sometimes referred to as the 'Collateral') represented by certificate\nnumber ______, duly endorsed in blank or with executed stock powers, and\nherewith delivers said certificate to the Secretary of Pledgee ('Pledgeholder'),\nwho shall hold said certificate subject to the terms and conditions of this\nSecurity Agreement.\n\n        The pledged stock (together with an executed blank stock assignment for\nuse in transferring all or a portion of the Shares to Pledgee if, as and when\nrequired pursuant to this Security Agreement) shall be held by the Pledgeholder\nas security for the repayment of the Note, and any extensions or renewals\nthereof, to be executed by Pledgor pursuant to the terms of the Option, and the\nPledgeholder shall not encumber or dispose of such Shares except in accordance\nwith the provisions of this Security Agreement.\n\n        2. Pledgor's Representations and Covenants. To induce Pledgee to enter\ninto this Security Agreement, Pledgor represents and covenants to Pledgee, its\nsuccessors and assigns, as follows:\n\n               a. Payment of Indebtedness. Pledgor will pay the principal sum of\nthe Note secured hereby, together with interest thereon, at the time and in the\nmanner provided in the Note.\n\n\n\n               b. Encumbrances. The Shares are free of all other encumbrances,\ndefenses and liens, and Pledgor will not further encumber the Shares without the\nprior written consent of Pledgee.\n\n               c. Margin Regulations. In the event that Pledgee's Common Stock\nis now or later becomes margin-listed by the Federal Reserve Board and Pledgee\nis classified as a 'lender' within the meaning of the regulations under Part 207\nof Title 12 of the Code of Federal Regulations ('Regulation G'), Pledgor agrees\nto cooperate with Pledgee in making any amendments to the Note or providing any\nadditional collateral as may be necessary to comply with such regulations.\n\n        3. Voting Rights. During the term of this pledge and so long as all\npayments of principal and interest are made as they become due under the terms\nof the Note, Pledgor shall have the right to vote all of the Shares pledged\nhereunder.\n\n        4. Stock Adjustments. In the event that during the term of the pledge\nany stock dividend, reclassification, readjustment or other changes are declared\nor made in the capital structure of Pledgee, all new, substituted and additional\nshares or other securities issued by reason of any such change shall be\ndelivered to and held by the Pledgee under the terms of this Security Agreement\nin the same manner as the Shares originally pledged hereunder. In the event of\nsubstitution of such securities, Pledgor, Pledgee and Pledgeholder shall\ncooperate and execute such documents as are reasonable so as to provide for the\nsubstitution of such Collateral and, upon such substitution, references to\n'Shares' in this Security Agreement shall include the substituted shares of\ncapital stock of Pledgor as a result thereof.\n\n        5. Options and Rights. In the event that, during the term of this\npledge, subscription Options or other rights or options shall be issued in\nconnection with the pledged Shares, such rights, Options and options shall be\nthe property of Pledgor and, if exercised by Pledgor, all new stock or other\nsecurities so acquired by Pledgor as it relates to the pledged Shares then held\nby Pledgeholder shall be immediately delivered to Pledgeholder, to be held under\nthe terms of this Security Agreement in the same manner as the Shares pledged.\n\n        6. Default. Pledgor shall be deemed to be in default of the Note and of\nthis Security Agreement in the event:\n\n               a. Payment of principal or interest on the Note shall be\ndelinquent for a period of 10 days or more; or\n\n               b. Pledgor fails to perform any of the covenants set forth in the\nOption or contained in this Security Agreement for a period of 10 days after\nwritten notice thereof from Pledgee.\n\n        In the case of an event of Default, as set forth above, Pledgee shall\nhave the right to accelerate payment of the Note upon notice to Pledgor, and\nPledgee shall thereafter be entitled to pursue its remedies under the California\nCommercial Code.\n\n\n                                      -2-\n\n\n\n        7. Release of Collateral. Subject to any applicable contrary rules under\nRegulation G, there shall be released from this pledge a portion of the pledged\nShares held by Pledgeholder here under upon payments of the principal of the\nNote. The number of the pledged Shares which shall be released shall be that\nnumber of full Shares which bears the same proportion to the initial number of\nShares pledged hereunder as the payment of principal bears to the initial full\nprincipal amount of the Note.\n\n        8. Withdrawal or Substitution of Collateral. Pledgor shall not sell,\nwithdraw, pledge, substitute or otherwise dispose of all or any part of the\nCollateral without the prior written consent of Pledgee.\n\n        9. Term. The pledge of Shares shall continue until the payment of all\nindebtedness secured hereby, at which time the remaining pledged stock shall be\npromptly delivered to Pledgor, subject to the provisions for prior release of a\nportion of the Collateral as provided in paragraph 7 above.\n\n        10. Insolvency. Pledgor agrees that if a bankruptcy or insolvency\nproceeding is instituted by or against it, or if a receiver is appointed for the\nproperty of Pledgor, or if Pledgor makes an assignment for the benefit of\ncreditors, the entire amount unpaid on the Note shall become immediately due and\npayable, and Pledgee may proceed as provided in the case of default.\n\n        11. Pledgeholder Liability. In the absence of willful or gross\nnegligence, Pledgeholder shall not be liable to any party for any of his acts,\nor omissions to act, as Pledgeholder.\n\n        12. Invalidity of Particular Provisions. Pledgor and Pledgee agree that\nthe enforceability or invalidity of any provision or provisions of this Security\nAgreement shall not render any other provision or provisions herein contained\nunenforceable or invalid.\n\n        13. Successors or Assigns. Pledgor and Pledgee agree that all of the\nterms of this Security Agreement shall be binding on their respective successors\nand assigns, and that the term 'Pledgor' and the term 'Pledgee' as used herein\nshall be deemed to include, for all purposes, the respective designees,\nsuccessors, assigns, heirs, executors and administrators.\n\n        14. Governing Law. This Security Agreement shall be interpreted and\ngoverned under the internal substantive laws, but not the choice of law rules,\nof California.\n\n\n                     [THIS SPACE INTENTIONALLY LEFT BLANK.]\n\n\n                                      -3-\n\n\n\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n\n\n         'PLEDGOR'                           ___________________________________\n                                             Signature\n\n                                             ___________________________________\n                                             Print Name\n\n                                 Address:    ___________________________________\n\n                                             ___________________________________\n\n\n         'PLEDGEE'                           SAGENT TECHNOLOGY, INC.\n                                             a California corporation\n\n\n                                             ___________________________________\n                                             Signature\n\n                                             ___________________________________\n                                             Print Name\n\n                                             ___________________________________\n                                             Title\n\n\n         'PLEDGEHOLDER'\n                                             ___________________________________\n                                             Secretary of\n                                             Sagent Technology, Inc.\n\n\n\n                                       -4-\n\n\n\n                                    EXHIBIT C\n\n                                      NOTE\n\n\n\n__________________________                                        ______________\n                                                                   [City, State]\n\n\n                                                                __________, 19__\n\n        FOR VALUE RECEIVED, _______________ promises to pay to Sagent\nTechnology, Inc., a California corporation (the 'Company'), the principal sum of\n_______________________ ($_____________), together with interest on the unpaid\nprincipal hereof from the date hereof at the rate of _______________ percent\n(____%) per annum, compounded semiannually.\n\n        Principal and interest shall be due and payable on __________, 19___.\nPayment of principal and interest shall be made in lawful money of the United\nStates of America.\n\n        The undersigned may at any time prepay all or any portion of the\nprincipal or interest owing hereunder.\n\n        This Note is subject to the terms of the Option, dated as of\n________________. This Note is secured in part by a pledge of the Company's\nCommon Stock under the terms of a Security Agreement of even date herewith and\nis subject to all the provisions thereof.\n\n        The holder of this Note shall have full recourse against the\nundersigned, and shall not be required to proceed against the collateral\nsecuring this Note in the event of default.\n\n        In the event the undersigned shall cease to be an employee, director or\nconsultant of the Company for any reason, this Note shall, at the option of the\nCompany, be accelerated, and the whole unpaid balance on this Note of principal\nand accrued interest shall be immediately due and payable.\n\n        Should any action be instituted for the collection of this Note, the\nreasonable costs and attorneys' fees therein of the holder shall be paid by the\nundersigned.\n\n\n                                             ___________________________________\n\n\n                                             ___________________________________\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9545],"class_list":["post-38238","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38238","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38238"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38238"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38238"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38238"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}