{"id":38293,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-director-option-plan-intraware-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-director-option-plan-intraware-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-director-option-plan-intraware-inc.html","title":{"rendered":"1998 Director Option Plan &#8211; Intraware Inc."},"content":{"rendered":"<pre>                                   INTRAWARE, INC.\n\n                              1998 DIRECTOR OPTION PLAN\n\n\n     1.   PURPOSES OF THE PLAN.  The purposes of this 1998 Director Option Plan\nare to attract and retain the best available personnel for service as Outside\nDirectors (as defined herein) of the Company, to provide additional incentive to\nthe Outside Directors of the Company to serve as Directors, and to encourage\ntheir continued service on the Board.\n\n          All options granted hereunder shall be nonstatutory stock options.\n\n     2.   DEFINITIONS.  As used herein, the following definitions shall apply:\n\n          (a)  'BOARD' means the Board of Directors of the Company.\n\n          (b)  'CODE' means the Internal Revenue Code of 1986, as amended.\n\n          (c)  'COMMON STOCK' means the common stock of the Company.\n\n          (d)  'COMPANY' means Intraware, Inc., a Delaware corporation.\n\n          (e)  'DIRECTOR' means a member of the Board.\n\n          (f)  'DISABILITY' means total and permanent disability as defined in\nsection 22(e)(3) of the Code.\n\n          (g)  'EMPLOYEE' means any person, including officers and Directors,\nemployed by the Company or any Parent or Subsidiary of the Company.  The payment\nof a Director's fee by the Company shall not be sufficient in and of itself to\nconstitute 'employment' by the Company.\n\n          (h)  'EXCHANGE ACT' means the Securities Exchange Act of 1934, as\namended.\n\n          (i)  'FAIR MARKET VALUE' means, as of any date, the value of Common\nStock determined as follows:\n\n               (i)   If the Common Stock is listed on any established stock\nexchange or a national market system, including without limitation the Nasdaq\nNational Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its\nFair Market Value shall be the closing sales price for such stock (or the\nclosing bid, if no sales were reported) as quoted on such exchange or system for\nthe last market trading day prior to the time of determination as reported in\nTHE WALL STREET JOURNAL or such other source as the Administrator deems\nreliable;\n\n\n\n\n               (ii)  If the Common Stock is regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, the Fair Market Value of\na Share of Common Stock shall be the mean between the high bid and low asked\nprices for the Common Stock for the last market trading day prior to the time of\ndetermination, as reported in THE WALL STREET JOURNAL or such other source as\nthe Board deems reliable; or\n\n               (iii) In the absence of an established market for the Common\nStock, the Fair Market Value thereof shall be determined in good faith by the\nBoard.\n\n          (j)  'INSIDE DIRECTOR' means a Director who is an Employee.\n\n          (k)  'OPTION' means a stock option granted pursuant to the Plan.\n\n          (l)  'OPTIONED STOCK' means the Common Stock subject to an Option.\n\n          (m)  'OPTIONEE'  means a Director who holds an Option.\n\n          (n)  'OUTSIDE DIRECTOR' means a Director who is not an Employee. \n\n          (o)  'PARENT' means a 'parent corporation,' whether now or hereafter\nexisting, as defined in Section 424(e) of the Code.\n\n          (p)  'PLAN' means this 1998 Director Option Plan.\n\n          (q)  'SHARE' means a share of the Common Stock, as adjusted in\naccordance with Section 10 of the Plan.\n\n          (r)  'SUBSIDIARY' means a 'subsidiary corporation,' whether now or\nhereafter existing, as defined in Section 424(f) of the Internal Revenue Code of\n1986.\n\n     3.   STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 10 of\nthe Plan, the maximum aggregate number of Shares which may be optioned and sold\nunder the Plan is 150,000 Shares (the 'Pool').  The Shares may be authorized,\nbut unissued, or reacquired Common Stock.  \n\n          If an Option expires or becomes unexercisable without having been\nexercised in full, the unpurchased Shares which were subject thereto shall\nbecome available for future grant or sale under the Plan (unless the Plan has\nterminated).  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.\n\n     4.   ADMINISTRATION AND GRANTS OF OPTIONS UNDER THE PLAN.\n\n          (a)  PROCEDURE FOR GRANTS.  All grants of Options to Outside Directors\nunder this Plan shall be automatic and nondiscretionary and shall be made\nstrictly in accordance with the following provisions:\n\n                                         -2-\n\n\n               (i)   No person shall have any discretion to select which\nOutside Directors shall be granted Options or to determine the number of Shares\nto be covered by Options.\n\n               (ii)  Each Outside Director shall be automatically granted an\nOption to purchase 15,000 Shares (the 'First Option') on the date on which such\nperson first becomes an Outside Director, whether through election by the\nshareholders of the Company or appointment by the Board to fill a vacancy;\nprovided, however, that an Inside Director who ceases to be an Inside Director\nbut who remains a Director shall not receive a First Option. \n\n               (iii) Each Outside Director shall be automatically granted an\nOption to purchase 7,500 Shares (a 'Subsequent Option') on the date of the\nannual meeting of the stockholders of each year provided he or she is then an\nOutside Director and if as of such date, he or she shall have served on the\nBoard for at least the preceding six (6) months.\n\n               (iv)  Notwithstanding the provisions of subsections (ii) and\n(iii) hereof, any exercise of an Option granted before the Company has obtained\nshareholder approval of the Plan in accordance with Section 16 hereof shall be\nconditioned upon obtaining such shareholder approval of the Plan in accordance\nwith Section 16 hereof.\n\n               (v)   The terms of a First Option granted hereunder shall be as\nfollows:\n\n                     (A) the term of the First Option shall be ten (10)\nyears.\n\n                     (B) the First Option shall be exercisable only while\nthe Outside Director remains a Director of the Company, except as set forth in\nSections 8 and 10 hereof.\n\n                     (C) the exercise price per Share shall be 100% of the\nFair Market Value per Share on the date of grant of the First Option.\n\n                     (D) subject to Section 10 hereof, the First Option\nshall become exercisable as to 12.5% of the Shares subject to the First Option\non the six-month anniversary of its date of grant, and as to 1\/48 of the Shares\nsubject to the First Option each month thereafter, provided that the Optionee\ncontinues to serve as a Director on such dates.\n\n               (vi)  The terms of a Subsequent Option granted hereunder shall\nbe as follows:\n\n                     (A) the term of the Subsequent Option shall be ten\n(10) years.\n\n                     (B) the Subsequent Option shall be exercisable only\nwhile the Outside Director remains a Director of the Company, except as set\nforth in Sections 8 and 10 hereof.\n\n                                         -3-\n\n\n                     (C) the exercise price per Share shall be 100% of the\nFair Market Value per Share on the date of grant of the Subsequent Option. \n\n                     (D) subject to Section 10 hereof, the Subsequent\nOption shall become exercisable as to 25% of the Shares subject to the\nSubsequent Option on the six-month anniversary of its date of grant, and as to\n1\/24 of the Shares subject to the Subsequent Option each month thereafter,\nprovided that the Optionee continues to serve as a Director on such dates.\n\n               (vii) In the event that any Option granted under the Plan would\ncause the number of Shares subject to outstanding Options plus the number of\nShares previously purchased under Options to exceed the Pool, then the remaining\nShares available for Option grant shall be granted under Options to the Outside\nDirectors on a pro rata basis.  No further grants shall be made until such time,\nif any, as additional Shares become available for grant under the Plan through\naction of the Board or the shareholders to increase the number of Shares which\nmay be issued under the Plan or through cancellation or expiration of Options\npreviously granted hereunder.\n\n     5.   ELIGIBILITY.  Options may be granted only to Outside Directors.  All\nOptions shall be automatically granted in accordance with the terms set forth in\nSection 4 hereof. \n\n          The Plan shall not confer upon any Optionee any right with respect to\ncontinuation of service as a Director or nomination to serve as a Director, nor\nshall it interfere in any way with any rights which the Director or the Company\nmay have to terminate the Director's relationship with the Company at any time.\n\n     6.   TERM OF PLAN.  The Plan shall become effective upon the earlier to\noccur of its adoption by the Board or its approval by the shareholders of the\nCompany as described in Section 16 of the Plan.  It shall continue in effect for\na term of ten (10) years unless sooner terminated under Section 11 of the Plan.\n\n     7.   FORM OF CONSIDERATION.  The consideration to be paid for the Shares to\nbe issued upon exercise of an Option, including the method of payment, shall\nconsist of (i) cash, (ii) check, (iii) other shares which (x) in the case of\nShares acquired upon exercise of an option, have been owned by the Optionee for\nmore than six (6) months on the date of surrender, and (y) have a Fair Market\nValue on the date of surrender equal to the aggregate exercise price of the\nShares as to which said Option shall be exercised, (iv) consideration received\nby the Company under a cashless exercise program implemented by the Company in\nconnection with the Plan, or (v) any combination of the foregoing methods of\npayment.\n\n     8.   EXERCISE OF OPTION.\n\n          (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option\ngranted hereunder shall be exercisable at such times as are set forth in\nSection 4 hereof; provided, however, that no Options shall be exercisable until\nshareholder approval of the Plan in accordance with Section 16 hereof has been\nobtained.\n\n                                         -4-\n\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 notice of such\nexercise has been given to the Company in accordance with the terms of the\nOption by the person entitled to exercise the Option and full payment for the\nShares with respect to which the Option is exercised has been received by the\nCompany.  Full payment may consist of any consideration and method of payment\nallowable under Section 7 of the Plan.  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 stock certificate evidencing such Shares, no right\nto vote or receive dividends or any other rights as a shareholder shall exist\nwith respect to the Optioned Stock, notwithstanding the exercise of the Option. \nA share certificate for the number of Shares so acquired shall be issued to the\nOptionee as soon as practicable after exercise of the Option. No adjustment\nshall be made for a dividend or other right for which the record date is prior\nto the date the stock certificate is issued, except as provided in Section 10 of\nthe Plan.\n\n          Exercise of an Option in any manner shall result in a decrease in the\nnumber 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 CONTINUOUS STATUS AS A DIRECTOR.  Subject to\nSection 10 hereof, in the event an Optionee's status as a Director terminates\n(other than upon the Optionee's death or Disability), the Optionee may exercise\nhis or her Option, but only within three (3) months following the date of such\ntermination, and only to the extent that the Optionee was entitled to exercise\nit on the date of such termination (but in no event later than the expiration of\nits ten (10) year term).  To the extent that the Optionee was not entitled to\nexercise an Option on the date of such termination, and to the extent that the\nOptionee does not exercise such Option (to the extent otherwise so entitled)\nwithin the time specified herein, the Option shall terminate.\n\n          (c)  DISABILITY OF OPTIONEE.  In the event Optionee's status as a\nDirector terminates as a result of Disability, the Optionee may exercise his or\nher Option, but only within twelve (12) months following the date of such\ntermination, and only to the extent that the Optionee was entitled to exercise\nit on the date of such termination (but in no event later than the expiration of\nits ten (10) year term).  To the extent that the Optionee was not entitled to\nexercise an Option on the date of termination, or if he or she does not exercise\nsuch Option (to the extent otherwise so entitled) within the time specified\nherein, the Option shall terminate.\n\n          (d)  DEATH OF OPTIONEE.  In the event of an Optionee's death, the\nOptionee's estate or a person who acquired the right to exercise the Option by\nbequest or inheritance may exercise the Option, but only within twelve (12)\nmonths following the date of death, and only to the extent that the Optionee was\nentitled to exercise it on the date of death (but in no event later than the\nexpiration of its ten (10) year term).  To the extent that the Optionee was not\nentitled to exercise an Option on the date of death, and to the extent that the\nOptionee's estate or a person who acquired the right to \n\n                                         -5-\n\n\nexercise such Option does not exercise such Option (to the extent otherwise so\nentitled) within the time specified herein, the Option shall terminate.\n\n     9.   NON-TRANSFERABILITY OF OPTIONS.  The Option 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     10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR\n          ASSET SALE. \n\n          (a)  CHANGES IN CAPITALIZATION.  Subject to any required action by the\nshareholders of the Company, the number of Shares covered by each outstanding\nOption, the number of Shares which have been authorized for issuance under the\nPlan but as to which no Options have yet been granted or which have been\nreturned to the Plan upon cancellation or expiration of an Option, as well as\nthe price per Share covered by each such outstanding Option, and the number of\nShares issuable pursuant to the automatic grant provisions of Section 4 hereof\nshall be proportionately adjusted for any increase or decrease in the number of\nissued Shares resulting from a stock split, reverse stock split, stock dividend,\ncombination or reclassification of the Common Stock, or any other increase or\ndecrease in the number of issued Shares 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.'  Except as expressly provided herein, no\nissuance by the Company of shares of stock of any class, or securities\nconvertible into shares of stock of any class, shall affect, and no adjustment\nby reason thereof shall be made with respect to, the number or price of Shares\nsubject to an Option.\n\n          (b)  DISSOLUTION OR LIQUIDATION.  In the event of the proposed\ndissolution or liquidation of the Company, to the extent that an Option has not\nbeen previously exercised, it shall terminate immediately prior to the\nconsummation 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, outstanding Options may be assumed or equivalent options may be\nsubstituted by the successor corporation or a Parent or Subsidiary thereof (the\n'Successor Corporation').  If an Option is assumed or substituted for, the\nOption or equivalent option shall continue to be exercisable as provided in\nSection 4 hereof for so long as the Optionee serves as a Director or a director\nof the Successor Corporation.  Following such assumption or substitution, if the\nOptionee's status as a Director or director of the Successor Corporation, as\napplicable, is terminated other than upon a voluntary resignation by the\nOptionee, the Option or option shall become fully exercisable, including as to\nShares for which it would not otherwise be exercisable.  Thereafter, the Option\nor option shall remain exercisable in accordance with Sections 8(b) through (d)\nabove.\n\n     If the Successor Corporation does not assume an outstanding Option or\nsubstitute for it an equivalent option, the Option shall become fully vested and\nexercisable, including as to Shares for which it would not otherwise be\nexercisable.  In such event the Board shall notify the Optionee that \n\n                                         -6-\n\n\nthe Option shall be fully exercisable for a period of thirty (30) days from the\ndate of such notice, and upon the expiration of such period the Option shall\nterminate.  \n\n     For the purposes of this Section 10(c), an Option shall be considered\nassumed if, following the merger or sale of assets, the Option confers the right\nto purchase or receive, for each Share of Optioned Stock subject to the Option\nimmediately prior to the merger or sale of assets, the consideration (whether\nstock, cash, or other securities or property) received in the merger or sale of\nassets by holders of Common Stock for each Share held on the effective date of\nthe transaction (and if holders were offered a choice of consideration, the type\nof consideration chosen by the holders of a majority of the outstanding Shares).\nIf such consideration received in the merger or sale of assets is not solely\ncommon stock of the successor corporation or its Parent, the Administrator may,\nwith the consent of the successor corporation, provide for the consideration to\nbe received upon the exercise of the Option, for each Share of Optioned Stock\nsubject to the Option, to be solely common stock of the successor corporation or\nits Parent equal in fair market value to the per share consideration received by\nholders of Common Stock in the merger or sale of assets.\n\n     11.  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,\nsuspension, or discontinuation shall be made which would impair the rights of\nany Optionee under any grant theretofore made, without his or her consent.  In\naddition, to the extent necessary and desirable to comply with any applicable\nlaw,  regulation or stock exchange rule, the Company shall obtain shareholder\napproval of any Plan amendment in such a manner and to such a degree as\nrequired.\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.\n\n     12.  TIME OF GRANTING OPTIONS.  The date of grant of an Option shall, for\nall purposes, be the date determined in accordance with Section 4 hereof.  \n\n     13.  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, state securities laws, and the requirements of any stock exchange\nupon which the Shares may then be listed, and shall be further subject to the\napproval of counsel for the Company with respect to such compliance.\n\n          As a condition to the exercise of an Option, the Company may require\nthe person exercising such Option to represent and warrant at the time of any\nsuch exercise that the Shares are being purchased only for investment and\nwithout any present intention to sell or distribute such \n\n                                         -7-\n\n\nShares, if, in the opinion of counsel for the Company, such a representation is\nrequired by any of the aforementioned relevant provisions of law.\n\n          Inability of the Company to obtain authority from any regulatory body\nhaving jurisdiction, which authority is deemed by the Company's counsel to be\nnecessary to the lawful issuance and sale of any Shares hereunder, shall relieve\nthe Company of any liability in respect of the failure to issue or sell such\nShares as to which such requisite authority shall not have been obtained.\n\n     14.  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     15.  OPTION AGREEMENT.  Options shall be evidenced by written option\nagreements in such form as the Board shall approve.\n\n     16.  SHAREHOLDER APPROVAL. The Plan shall be subject to approval by the\nshareholders of the Company within twelve (12) months after the date the Plan is\nadopted.  Such shareholder approval shall be obtained in the degree and manner\nrequired under applicable state and federal law and any stock exchange rules.\n\n                                         -8-\n\n\n                                   INTRAWARE, INC.\n\n                              DIRECTOR OPTION AGREEMENT\n\n\n\n     Intraware, Inc., (the 'Company'), has granted to ____________________ (the\n'Optionee'), an option to purchase a total of [_________ (___)] shares of the\nCompany's Common Stock (the 'Optioned Stock'), at the price determined as\nprovided herein, and in all respects subject to the terms, definitions and\nprovisions of the Company's 1998 Director Option Plan (the 'Plan') adopted by\nthe Company which is incorporated herein by reference.  The terms defined in the\nPlan shall have the same defined meanings herein.\n\n     17.  NATURE OF THE OPTION.  This Option is a nonstatutory option and is not\nintended to qualify for any special tax benefits to the Optionee.\n\n     18.  EXERCISE PRICE.  The exercise price is $_______ for each share of\nCommon Stock.\n\n     19.  EXERCISE OF OPTION.  This Option shall be exercisable during its term\nin accordance with the provisions of Section 8 of the Plan as follows:\n\n          (a)  RIGHT TO EXERCISE.\n\n               (i)   This Option shall become exercisable in installments\ncumulatively with respect to _______ percent (____%) of the Optioned Stock one\nyear after the date of grant, and as to an additional _____ percent (____%) of\nthe Optioned Stock on each anniversary of the date of grant, so that one hundred\npercent (100%) of the Optioned Stock shall be exercisable [________] years after\nthe date of grant; provided, however, that in no event shall any Option be\nexercisable prior to the date the stockholders of the Company approve the Plan.\n\n               (ii)  This Option may not be exercised for a fraction of a\nshare.\n\n               (iii) In the event of Optionee's death, disability or other\ntermination of service as a Director, the exercisability of the Option is\ngoverned by Section 8 of the Plan.\n\n     (b)  METHOD OF EXERCISE.  This Option shall be exercisable by written\nnotice which shall state the election to exercise the Option and the number of\nShares in respect of which the Option is being exercised.  Such written notice,\nin the form attached hereto as Exhibit A, shall be signed by the \n\n                                         -9-\n\n\nOptionee and shall be delivered in person or by certified mail to the Secretary\nof the Company.  The written notice shall be accompanied by payment of the\nexercise price.\n\n     20.  METHOD OF PAYMENT.  Payment of the exercise price shall be by any of\nthe following, or a combination thereof, at the election of the Optionee:\n\n          (a)  cash;\n\n          (b)  check; or\n\n          (c)  surrender of 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 (6) months on the date of surrender, and (y) have a Fair Market Value\non the date of surrender equal to the aggregate exercise price of the Shares as\nto which said Option shall be exercised; or\n\n          (iv) delivery of a properly executed exercise notice together with\nsuch other documentation as the Company and the broker, if applicable, shall\nrequire to effect an exercise of the Option and delivery to the Company of the\nsale or loan proceeds required to pay the exercise price.\n\n     21.  RESTRICTIONS ON EXERCISE.  This Option may not be exercised if the\nissuance of such Shares upon such exercise or the method of payment of\nconsideration for such shares would constitute a violation of any applicable\nfederal or state securities or other law or regulations, or if such issuance\nwould not comply with the requirements of any stock exchange upon which the\nShares may then be listed.  As a condition to the exercise of this Option, the\nCompany may require Optionee to make any representation and warranty to the\nCompany as may be required by any applicable law or regulation.\n\n     22.  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\nterms of this Option shall be binding upon the executors, administrators, heirs,\nsuccessors and assigns of the Optionee.\n\n     23.  TERM OF OPTION.  This Option may not be exercised more than ten (10)\nyears from the date of grant of this Option, and may be exercised during such\nperiod only in accordance with the Plan and the terms of this Option.\n\n                                         -10-\n\n\n     24.  TAXATION UPON EXERCISE OF OPTION.  Optionee understands that, upon\nexercise of this Option, he or she will recognize income for tax purposes in an\namount equal to the excess of the then Fair Market Value of the Shares purchased\nover the exercise price paid for such Shares.  Since the Optionee is subject to\nSection 16(b) of the Securities Exchange Act of 1934, as amended, under certain\nlimited circumstances the measurement and timing of such income (and the\ncommencement of any capital gain holding period) may be deferred, and the\nOptionee is advised to contact a tax advisor concerning the application of\nSection 83 in general and the availability a Section 83(b) election in\nparticular in connection with the exercise of the Option.  Upon a resale of such\nShares by the Optionee, any difference between the sale price and the Fair\nMarket Value of the Shares on the date of exercise of the Option, to the extent\nnot included in income as described above, will be treated as capital gain or\nloss.\n\nDATE OF GRANT:  \n               ---------------\n\n                                   INTRAWARE, INC., \n                                   a Delaware corporation\n\n\n\n                                   By: \n                                       -------------------------------\n\n\n     Optionee acknowledges receipt of a copy of the Plan, a copy of which is\nattached hereto, and represents that he or she is familiar with the terms and\nprovisions thereof, and hereby accepts this Option subject to all of the terms\nand provisions thereof.  Optionee hereby agrees to accept as binding, conclusive\nand final all decisions or interpretations of the Board upon any questions\narising under the Plan.\n\n\n     Dated: \n            -----------------\n\n\n                                   ------------------------------\n                                   Optionee\n\n\n                                         -11-\n\n\n\n                                      EXHIBIT A\n\n                           DIRECTOR OPTION EXERCISE NOTICE\n\n\n\nINTRAWARE, INC.\n25 Orinda Way\nOrinda, CA  94563\n\nAttention:  Corporate Secretary\n\n\n     1.   EXERCISE OF OPTION.  The undersigned ('Optionee') hereby elects to\nexercise Optionee's option to purchase ______ shares of the Common Stock (the\n'Shares') of Intraware, Inc. (the 'Company') under and pursuant to the Company's\n1998 Director Option Plan and the Director Option Agreement dated\n_______________ (the 'Agreement').\n\n     2.   REPRESENTATIONS OF OPTIONEE.  Optionee acknowledges that Optionee has\nreceived, read and understood the Agreement.\n\n     3.   FEDERAL RESTRICTIONS ON TRANSFER.  Optionee understands that the\nShares must be held indefinitely unless they are registered under the Securities\nAct of 1933, as amended (the '1933 Act'), or unless an exemption from such\nregistration is available, and that the certificate(s) representing the Shares\nmay bear a legend to that effect.  Optionee understands that the Company is\nunder no obligation to register the Shares and that an exemption may not be\navailable or may not permit Optionee to transfer Shares in the amounts or at the\ntimes proposed by Optionee.  \n\n     4.   TAX CONSEQUENCES.  Optionee understands that Optionee may suffer\nadverse tax consequences as a result of Optionee's purchase or disposition of\nthe Shares.  Optionee represents that Optionee has consulted with any tax\nconsultant(s) Optionee deems advisable in connection with the purchase or\ndisposition of the Shares and that Optionee is not relying on the Company for\nany tax advice.\n\n     5.   DELIVERY OF PAYMENT.  Optionee herewith delivers to the Company the\naggregate purchase price for the Shares that Optionee has elected to purchase\nand has made provision for the payment of any federal or state withholding taxes\nrequired to be paid or withheld by the Company.\n\n                                         -1-\n\n\n\n     6.   ENTIRE AGREEMENT.  The Agreement is incorporated herein by reference. \nThis Exercise Notice and the Agreement constitute the entire agreement of the\nparties and supersede in their entirety all prior undertakings and agreements of\nthe Company and Optionee with respect to the subject matter hereof.  This\nExercise Notice and the Agreement are governed by California law except for that\nbody of law pertaining to conflict of laws.\n\nSubmitted by:                      Accepted by:\n\nOPTIONEE:                          INTRAWARE, INC.\n\n\n                                   By: \n                                       --------------------------------\n-----\n                                   Its:\n                                       --------------------------------\n-----\n\nAddress:\n\n\n\n\nDated:                                  Dated: \n       ------------------------               --------------------------\n\n\n                                         -2-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7907],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9543],"class_list":["post-38293","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intraware-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38293","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=38293"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38293"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38293"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38293"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}