{"id":38327,"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-stock-plan-sagent-technology-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-stock-plan-sagent-technology-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-stock-plan-sagent-technology-inc.html","title":{"rendered":"1998 Stock Plan &#8211; Sagent Technology Inc."},"content":{"rendered":"<pre>                             SAGENT TECHNOLOGY, INC.\n\n                                 1998 STOCK PLAN\n\n\n        1.  Purposes of the Plan. The purposes of this 1998 Stock Plan are:\n\n            -    to attract and retain the best available personnel for\n                 positions of substantial responsibility,\n\n            -    to provide additional incentive to Employees, Directors and\n                 Consultants, and\n\n            -    to promote the success of the Company's business.\n\n        Options granted under the Plan may be Incentive Stock Options or\nNonstatutory Stock Options, as determined by the Administrator at the time of\ngrant. Stock Purchase Rights may also be granted under the Plan.\n\n        2.  Definitions. As used herein, the following definitions shall apply:\n\n               (a) 'Administrator' means the Board or any of its Committees as\nshall be administering the Plan, in accordance with 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,\nor will be, granted 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 of Directors appointed by the\nBoard 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 Delaware\ncorporation.\n\n               (h) 'Consultant' means any person, including an advisor, engaged\nby the Company or a Parent or Subsidiary to render services to such entity.\n\n               (i) 'Director' means a member of the Board.\n\n\n\n               (j) 'Disability' means total and permanent disability as defined\nin Section 22(e)(3) of the Code.\n\n               (k) 'Employee' means any person, including Officers and\nDirectors, employed by the Company or any Parent or Subsidiary of the Company. A\nService Provider shall not cease to be an Employee 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.\nFor purposes of Incentive Stock Options, no such leave may exceed ninety days,\nunless reemployment upon expiration of such leave is guaranteed by statute or\ncontract. If reemployment upon expiration of a leave of absence approved by the\nCompany is not so guaranteed, on the 181st day of such leave any Incentive Stock\nOption held by the Optionee shall cease to be treated as an Incentive Stock\nOption and shall be treated for tax purposes as a Nonstatutory Stock Option.\nNeither service as a Director nor payment of a director's fee by the Company\nshall be sufficient to constitute 'employment' by the Company.\n\n               (l) 'Exchange Act' means the Securities Exchange Act of 1934, as\namended.\n\n               (m) '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 or The Nasdaq SmallCap Market of The Nasdaq Stock Market,\nits Fair 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                       (ii) If the Common Stock is regularly quoted by a\nrecognized securities dealer but selling prices are not reported, the Fair\nMarket Value of a Share of Common Stock shall be the mean between the high bid\nand low asked prices for the Common Stock on the last market trading day prior\nto the day of determination, as reported in The Wall Street Journal or such\nother source as the Administrator deems reliable; or\n\n                       (iii) In the absence of an established market for the\nCommon Stock, the Fair Market Value shall be determined in good faith by the\nAdministrator.\n\n               (n) 'Incentive Stock Option' means an Option intended to qualify\nas an incentive stock option within the meaning of Section 422 of the Code and\nthe regulations promulgated thereunder.\n\n               (o) 'Nonstatutory Stock Option' means an Option not intended to\nqualify as an Incentive Stock Option.\n\n\n\n                                       -2-\n\n\n               (p) 'Notice of Grant' means a written or electronic notice\nevidencing certain terms and conditions of an individual Option or Stock\nPurchase Right grant. The Notice of Grant is part of the Option Agreement.\n\n               (q) '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               (r) 'Option' means a stock option granted pursuant to the Plan.\n\n               (s) 'Option Agreement' means an agreement between the Company and\nan Optionee evidencing the terms and conditions of an individual Option grant.\nThe Option Agreement is subject to the terms and conditions of the Plan.\n\n               (t) 'Option Exchange Program' means a program whereby outstanding\nOptions are surrendered in exchange for Options with a lower exercise price.\n\n               (u) 'Optioned Stock' means the Common Stock subject to an Option\nor Stock Purchase Right.\n\n               (v) 'Optionee' means the holder of an outstanding Option or Stock\nPurchase Right granted under the Plan.\n\n               (w) 'Parent' means a 'parent corporation,' whether now or\nhereafter existing, as defined in Section 424(e) of the Code.\n\n               (x) 'Plan' means this 1998 Stock Plan.\n\n               (y) 'Restricted Stock' means shares of Common Stock acquired\npursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.\n\n               (z) 'Restricted Stock Purchase Agreement' means a written\nagreement between the Company and the Optionee evidencing the terms and\nrestrictions applying to stock purchased under a Stock Purchase Right. The\nRestricted Stock Purchase Agreement is subject to the terms and conditions of\nthe Plan and the Notice of Grant.\n\n               (aa) 'Rule 16b-3' means Rule 16b-3 of the Exchange Act or any\nsuccessor to Rule 16b-3, as in effect when discretion is being exercised with\nrespect to the Plan.\n\n               (bb) 'Section 16(b)' means Section 16(b) of the Exchange Act.\n\n               (cc) 'Service Provider' means an Employee, Director or\nConsultant.\n\n\n\n                                      -3-\n\n\n               (dd) 'Share' means a share of the Common Stock, as adjusted in\naccordance with Section 13 of the Plan.\n\n               (ee) 'Stock Purchase Right' means the right to purchase Common\nStock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.\n\n               (ff) 'Subsidiary' means a 'subsidiary corporation', whether now\nor hereafter existing, as defined in Section 424(f) of the Code.\n\n        3. Stock Subject to the Plan. Subject to the provisions of Section 13 of\nthe Plan, the maximum aggregate number of Shares which may be optioned and sold\nunder the Plan is 2,440,000 Shares, plus an annual increase to be added on May 1\nof each year (beginning in 2000) equal to the lesser of (i) 1,500,000 Shares,\n(ii) 5% of the outstanding Shares on such date or (iii) such lesser number of\nShares as approved by the Board of Directors. The Shares may be authorized, but\nunissued, or reacquired Common Stock.\n\n               If an Option or Stock Purchase Right expires or becomes\nunexercisable without having been exercised in full, or is surrendered pursuant\nto an Option Exchange Program, the unpurchased Shares which were subject thereto\nshall become available for future grant or sale under the Plan (unless the Plan\nhas terminated); provided, however, that Shares that have actually been issued\nunder the Plan, whether upon exercise of an Option or Right, shall not be\nreturned to the Plan and shall not become available for future distribution\nunder the Plan, except that if Shares of Restricted Stock are repurchased by the\nCompany at their original purchase price, such Shares shall become available for\nfuture grant under the Plan.\n\n        4. Administration of the Plan.\n\n               (a)     Procedure.\n\n                       (i) Multiple Administrative Bodies. The Plan may be\nadministered by different Committees with respect to different groups of Service\nProviders.\n\n                       (ii) Section 162(m). To the extent that the Administrator\ndetermines it to be desirable to qualify Options granted hereunder as\n'performance-based compensation' within the meaning of Section 162(m) of the\nCode, the Plan shall be administered by a Committee of two or more 'outside\ndirectors' within the meaning of Section 162(m) of the Code.\n\n                       (iii) Rule 16b-3. To the extent desirable to qualify\ntransactions hereunder as exempt under Rule 16b-3, the transactions contemplated\nhereunder shall be structured to satisfy the requirements for exemption under\nRule 16b-3.\n\n\n\n                                      -4-\n\n\n                       (iv) Other Administration. Other than as provided above,\nthe Plan shall be administered by (A) the Board or (B) a Committee, which\ncommittee shall be constituted to satisfy Applicable Laws.\n\n               (b) Powers of the Administrator. Subject to the provisions of the\nPlan, and in the case of a Committee, subject to the specific duties delegated\nby the Board to such Committee, the Administrator shall have the authority, in\nits 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 be granted hereunder;\n\n                       (iii) to determine the number of shares of Common Stock\n\nto be covered by each Option and Stock Purchase Right granted hereunder;\n\n                       (iv) to approve forms of agreement for use under the\nPlan;\n\n                       (v) to determine the terms and conditions, not\ninconsistent with the terms of the Plan, of any Option or Stock Purchase Right\ngranted hereunder. Such terms and conditions include, but are not limited to,\nthe exercise price, the time or times when Options or Stock Purchase Rights may\nbe exercised (which may be based on performance criteria), any vesting\nacceleration or waiver of forfeiture restrictions, and any restriction or\nlimitation regarding any Option or Stock Purchase Right or the shares of Common\nStock relating thereto, based in each case on such factors as the Administrator,\nin its sole discretion, shall determine;\n\n                       (vi) to reduce the exercise price of any Option or Stock\nPurchase Right to the then current Fair Market Value if the Fair Market Value of\nthe Common Stock covered by such Option or Stock Purchase Right shall have\ndeclined since the date the Option or Stock Purchase Right was granted;\n\n                       (vii)  to institute an Option Exchange Program;\n\n                       (viii) to construe and interpret the terms of the Plan\nand awards granted pursuant to the Plan;\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\n\n                                      -5-\n\n\n                       (x) to modify or amend each Option or Stock Purchase\nRight (subject to Section 15(c) of the Plan), including the discretionary\nauthority to extend the post-termination exercisability period of Options longer\nthan is otherwise provided for in the Plan;\n\n                       (xi) 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 an\nOptionee to have Shares withheld for this purpose shall be made in such form and\nunder such conditions as the Administrator may deem necessary or advisable;\n\n                       (xii) to authorize any person to execute on behalf of the\nCompany any instrument required to effect the grant of an Option or Stock\nPurchase Right previously granted by the Administrator;\n\n                       (xiii) to make all other determinations deemed necessary\nor advisable for administering the Plan.\n\n               (c) Effect of Administrator's Decision. The Administrator's\ndecisions, determinations and interpretations shall be final and binding on all\nOptionees and any other holders of Options or Stock Purchase Rights.\n\n        5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may\nbe granted to Service Providers. Incentive Stock Options may be granted only to\nEmployees.\n\n        6. Limitations.\n\n               (a) Each Option shall be designated in the Option Agreement as\neither an Incentive Stock Option or a Nonstatutory Stock Option. However,\nnotwithstanding such designation, to the extent that the aggregate Fair Market\nValue of the Shares with respect to which Incentive Stock Options are\nexercisable for the first time by the Optionee during any calendar year (under\nall plans of the Company and any Parent or Subsidiary) exceeds $100,000, such\nOptions shall be treated as Nonstatutory Stock Options. For purposes of this\nSection 6(a), Incentive Stock Options shall be taken into account in the order\nin which they were granted. The Fair Market Value of the Shares shall be\ndetermined as of the time the Option with respect to such Shares is granted.\n\n               (b) Neither the Plan nor any Option or Stock Purchase Right shall\nconfer upon an Optionee any right with respect to continuing the Optionee's\nrelationship as a Service Provider with the Company, nor shall they interfere in\nany way with the Optionee's right or the Company's right to terminate such\nrelationship at any time, with or without cause.\n\n               (c) The following limitations shall apply to grants of Options:\n\n\n\n                                      -6-\n\n\n                       (i) No Service Provider shall be granted, in any fiscal\nyear of the Company, Options to purchase more than 2,000,000 Shares.\n\n                       (ii) In connection with his or her initial service, a\nService Provider may be granted Options to purchase up to an additional\n2,000,000 Shares which shall not count against the limit set forth in subsection\n(i) above.\n\n                       (iii) The foregoing limitations shall be adjusted\nproportionately in connection with any change in the Company's capitalization as\ndescribed in Section 13.\n\n                       (iv) If an Option is cancelled in the same fiscal year of\nthe Company in which it was granted (other than in connection with a transaction\ndescribed in Section 13), the cancelled Option will be counted against the\nlimits set forth in subsections (i) and (ii) above. For this purpose, if the\nexercise price of an Option is reduced, the transaction will be treated as a\ncancellation of the Option and the grant of a new Option.\n\n        7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall\nbecome effective upon its adoption by the Board. It shall continue in effect for\na term of ten (10) years unless terminated earlier under Section 15 of the Plan.\n\n        8. Term of Option. The term of each Option shall be stated in the Option\nAgreement. In the case of an Incentive Stock Option, the term shall be ten (10)\nyears from the date of grant or such shorter term as may be provided in the\nOption Agreement. Moreover, in the case of an Incentive Stock Option granted to\nan Optionee who, at the time the Incentive Stock Option is granted, owns stock\nrepresenting more than ten percent (10%) of the total combined voting power of\nall classes of stock of the Company or any Parent or Subsidiary, the term of the\nIncentive Stock Option shall be five (5) years from the date of grant or such\nshorter term as may be provided in the Option Agreement.\n\n        9. Option Exercise Price and Consideration.\n\n               (a) Exercise Price. The per share exercise price for the Shares\nto be issued pursuant to exercise of an Option shall be determined by the\nAdministrator, 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 the\nIncentive Stock Option is granted, owns stock representing more than ten percent\n(10%) of the voting power of all classes of stock of the Company or any Parent\nor Subsidiary, the per Share exercise price shall be no less than 110% of the\nFair Market Value per Share on the date of grant.\n\n\n\n                                      -7-\n\n\n                              (B) granted to any Employee other than an Employee\ndescribed in paragraph (A) immediately above, the per Share exercise price shall\nbe no less 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, the per\nShare exercise price shall be determined by the Administrator. In the case of a\nNonstatutory Stock Option intended to qualify as 'performance-based\ncompensation' within the meaning of Section 162(m) of the Code, the per Share\nexercise price shall be no less than 100% of the Fair Market Value per Share on\nthe date of grant.\n\n                       (iii) Notwithstanding the foregoing, Options may be\ngranted with a per Share exercise price of less than 100% of the Fair Market\nValue per Share on the date of grant pursuant to a merger or other corporate\ntransaction.\n\n               (b) Waiting Period and Exercise Dates. At the time an Option is\ngranted, the Administrator shall fix the period within which the Option may be\nexercised and shall determine any conditions which must be satisfied before the\nOption may be exercised.\n\n               (c) Form of Consideration. The Administrator shall determine the\nacceptable form of consideration for exercising an Option, including the method\nof payment. In the case of an Incentive Stock Option, the Administrator shall\ndetermine the acceptable form of consideration at the time of grant. Such\nconsideration may consist entirely of:\n\n                       (i) cash;\n\n                       (ii) check;\n\n                       (iii) promissory note;\n\n                       (iv) other Shares which (A) 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 (B) have a Fair Market Value on\nthe date of surrender equal to the aggregate exercise price of the Shares as to\nwhich said Option shall be exercised;\n\n                       (v) consideration received by the Company under a\ncashless exercise program implemented by the Company in connection with the\nPlan;\n\n                       (vi) a reduction in the amount of any Company liability\nto the Optionee, including any liability attributable to the Optionee's\nparticipation in any Company-sponsored deferred compensation program or\narrangement;\n\n                       (vii) any combination of the foregoing methods of\npayment; or\n\n\n\n                                      -8-\n\n\n                       (viii) such other consideration and method of payment for\nthe issuance of Shares to the extent permitted by Applicable Laws.\n\n        10. Exercise of Option.\n\n               (a) Procedure for Exercise; Rights as a Stockholder. Any Option\ngranted hereunder shall be exercisable according to the terms of the Plan and at\nsuch times and under such conditions as determined by the Administrator and set\nforth in the Option Agreement. Unless the Administrator provides otherwise,\nvesting of Options granted hereunder shall be tolled during any unpaid leave of\nabsence. An Option may not be exercised for a fraction of a Share.\n\n                       An Option shall be deemed exercised when the Company\nreceives: (i) written or electronic notice of exercise (in accordance with the\nOption Agreement) from the person entitled to exercise the Option, and (ii) full\npayment for the Shares with respect to which the Option is exercised. Full\npayment may consist of any consideration and method of payment authorized by the\nAdministrator and permitted by the Option Agreement and the Plan. Shares issued\nupon exercise of an Option shall be issued in the name of the Optionee or, if\nrequested by the Optionee, in the name of the Optionee and his or her spouse.\nUntil the Shares are issued (as evidenced by the appropriate entry on the books\nof the Company or of a duly authorized transfer agent of the Company), no right\nto vote or receive dividends or any other rights as a stockholder shall exist\nwith respect to the Optioned Stock, notwithstanding the exercise of the Option.\nThe Company shall issue (or cause to be issued) such Shares promptly after the\nOption is exercised. No adjustment will be made for a dividend or other right\nfor which the record date is prior to the date the Shares are issued, except as\nprovided in Section 13 of the Plan.\n\n                       Exercising an Option in any manner shall decrease the\nnumber of Shares thereafter available, both for purposes of the Plan and for\nsale under the Option, by the number of Shares as to which the Option is\nexercised.\n\n               (b) Termination of Relationship as a Service Provider. If an\nOptionee ceases to be a Service Provider, other than upon the Optionee's death\nor Disability, the Optionee may exercise his or her Option within such period of\ntime as is specified in the Option Agreement to the extent that the Option is\nvested on the date of termination (but in no event later than the expiration of\nthe term of such Option as set forth in the Option Agreement). In the absence of\na specified time in the Option Agreement, the Option shall remain exercisable\nfor three (3) months following the Optionee's termination. If, on the date of\ntermination, the Optionee is not vested as to his or her entire Option, the\nShares covered by the unvested portion of the Option shall revert to the Plan.\nIf, after termination, the Optionee does not exercise his or her Option within\nthe time specified by the Administrator, the Option shall terminate, and the\nShares covered by such Option shall revert to the Plan.\n\n\n\n                                      -9-\n\n\n               (c) Disability of Optionee. If an Optionee ceases to be a Service\nProvider as a result of the Optionee's Disability, the Optionee may exercise his\nor her Option within such period of time as is specified in the Option Agreement\nto the extent the Option is vested on the date of termination (but in no event\nlater than the expiration of the term of such Option as set forth in the Option\nAgreement). In the absence of a specified time in the Option Agreement, the\nOption shall remain exercisable for twelve (12) months following the Optionee's\ntermination. If, on the date of termination, the Optionee is not vested as to\nhis or her entire Option, the Shares covered by the unvested portion of the\nOption shall revert to the Plan. If, after termination, the Optionee does not\nexercise his or her Option within the time specified herein, the Option shall\nterminate, and the Shares covered by such Option shall revert to the Plan.\n\n               (d) Death of Optionee. If an Optionee dies while a Service\nProvider, the Option may be exercised within such period of time as is specified\nin the Option Agreement (but in no event later than the expiration of the term\nof such Option as set forth in the Notice of Grant), by the Optionee's estate or\nby a person who acquires the right to exercise the Option by bequest or\ninheritance, but only to the extent that the Option is vested on the date of\ndeath. In the absence of a specified time in the Option Agreement, the Option\nshall remain exercisable for twelve (12) months following the Optionee's\ntermination. If, at the time of death, the Optionee is not vested as to his or\nher entire Option, the Shares covered by the unvested portion of the Option\nshall immediately revert to the Plan. The Option may be exercised by the\nexecutor or administrator of the Optionee's estate or, if none, by the person(s)\nentitled to exercise the Option under the Optionee's will or the laws of descent\nor distribution. If the Option is not so exercised within the time specified\nherein, the Option shall terminate, and the Shares covered by such Option shall\nrevert to the Plan.\n\n               (e) 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        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, by means of a Notice of Grant,\nof the terms, conditions and restrictions related to the offer, including the\nnumber of Shares that the offeree shall be entitled to purchase, the price to be\npaid, and the time within which the offeree must accept such offer. The offer\nshall be accepted by execution of a Restricted Stock Purchase Agreement in the\nform 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\n\n\n\n                                      -10-\n\n\n(including death or Disability). The purchase price for Shares repurchased\npursuant to the Restricted Stock Purchase Agreement shall be the original price\npaid by the purchaser and may be paid by cancellation of any indebtedness of the\npurchaser to the Company. The repurchase option shall lapse at a rate determined\nby the Administrator.\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 Stockholder. Once the Stock Purchase Right is\nexercised, the purchaser shall have the rights equivalent to those of a\nstockholder, and shall be a stockholder when his or her purchase is entered upon\nthe records of the duly authorized transfer agent of the Company. No adjustment\nwill be made for a dividend or other right for which the record date is prior to\nthe date the Stock Purchase Right is exercised, except as provided in Section 13\nof the Plan.\n\n        12. Non-Transferability of Options and Stock Purchase Rights. Unless\ndetermined otherwise by the Administrator, an Option or Stock Purchase Right may\nnot be sold, pledged, assigned, hypothecated, transferred, or disposed of in any\nmanner other than by will or by the laws of descent or distribution and may be\nexercised, during the lifetime of the Optionee, only by the Optionee. If the\nAdministrator makes an Option or Stock Purchase Right transferable, such Option\nor Stock Purchase Right shall contain such additional terms and conditions as\nthe Administrator deems appropriate.\n\n        13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or\nAsset Sale.\n\n               (a) Changes in Capitalization. Subject to any required action by\nthe stockholders of the Company, the number of shares of Common Stock covered by\neach outstanding Option and Stock Purchase Right, and the number of shares of\nCommon Stock which have been authorized for issuance under the Plan but as to\nwhich no Options or Stock Purchase Rights have yet been granted or which have\nbeen returned to the Plan upon cancellation or expiration of an Option or Stock\nPurchase Right, as well as the price per share of Common Stock covered by each\nsuch outstanding Option or Stock Purchase Right, shall be proportionately\nadjusted for any increase or decrease in the number of issued shares of Common\nStock 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 of Common Stock effected without receipt\nof consideration 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 or Stock\nPurchase Right.\n\n\n\n                                      -11-\n\n\n               (b) Dissolution or Liquidation. In the event of the proposed\ndissolution or liquidation of the Company, the Administrator shall notify each\nOptionee as soon as practicable prior to the effective date of such proposed\ntransaction. The Administrator in its discretion may provide for an Optionee to\nhave the right to exercise his or her Option until ten (10) days prior to such\ntransaction as to all of the Optioned Stock covered thereby, including Shares as\nto which the Option would not otherwise be exercisable. In addition, the\nAdministrator may provide that any Company repurchase option applicable to any\nShares purchased upon exercise of an Option or Stock Purchase Right shall lapse\nas to all such Shares, provided the proposed dissolution or liquidation takes\nplace at the time and in the manner contemplated. To the extent it has not been\npreviously exercised, an Option or Stock Purchase Right will terminate\nimmediately prior to the 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, each outstanding Option and Stock Purchase Right shall be\nassumed or an equivalent option or right substituted by the successor\ncorporation or a Parent or Subsidiary of the successor corporation. In the event\nthat the successor corporation refuses to assume or substitute for the Option or\nStock Purchase Right, the Optionee shall fully vest in and have the right to\nexercise the Option or Stock Purchase Right as to all of the Optioned Stock,\nincluding Shares as to which it would not otherwise be vested or exercisable. If\nan Option or Stock Purchase Right becomes fully vested and exercisable in lieu\nof assumption or substitution in the event of a merger or sale of assets, the\nAdministrator shall notify the Optionee in writing or electronically that the\nOption or Stock Purchase Right shall be fully vested and exercisable for a\nperiod of fifteen (15) days from the date of such notice, and the Option or\nStock Purchase Right shall terminate upon the expiration of such period. For the\npurposes of this paragraph, the Option or Stock Purchase Right shall be\nconsidered assumed if, following the merger or sale of assets, the option or\nright confers the right to purchase or receive, for each Share of Optioned Stock\nsubject to the Option or Stock Purchase Right immediately prior to the merger or\nsale of assets, the consideration (whether stock, cash, or other securities or\nproperty) received in the merger or sale of assets by holders of Common Stock\nfor each Share held on the effective date of the transaction (and if holders\nwere offered a choice of consideration, the type of consideration chosen by the\nholders of a majority of the outstanding Shares); provided, however, that if\nsuch consideration received in the merger or sale of assets is not solely common\nstock of the successor corporation or its Parent, the Administrator may, with\nthe consent of the successor corporation, provide for the consideration to be\nreceived upon the exercise of the Option or Stock Purchase Right, for each Share\nof Optioned Stock subject to the Option or Stock Purchase Right, to be solely\ncommon stock of the successor corporation or its Parent equal in fair market\nvalue to the per share consideration received by holders of Common Stock in the\nmerger or sale of assets.\n\n        14. Date of Grant. The date of grant of an Option or Stock Purchase\nRight shall be, for all purposes, the date on which the Administrator makes the\ndetermination granting such Option or Stock Purchase Right, or such other later\ndate as is determined by the Administrator. Notice of the \n\n\n\n                                      -12-\n\n\ndetermination shall be provided to each Optionee within a reasonable time after\nthe date of such grant.\n\n        15. Amendment and Termination of the Plan.\n\n               (a) Amendment and Termination. The Board may at any time amend,\nalter, suspend or terminate the Plan.\n\n               (b) Stockholder Approval. The Company shall obtain stockholder\napproval of any Plan amendment to the extent necessary and desirable to comply\nwith Applicable Laws.\n\n               (c) Effect of Amendment or Termination. No amendment, alteration,\nsuspension or termination of the Plan shall impair the rights of any Optionee,\nunless mutually agreed otherwise between the Optionee and the Administrator,\nwhich agreement must be in writing and signed by the Optionee and the Company.\nTermination of the Plan shall not affect the Administrator's ability to exercise\nthe powers granted to it hereunder with respect to Options granted under the\nPlan prior to the date of such termination.\n\n        16. Conditions Upon Issuance of Shares.\n\n               (a) Legal Compliance. Shares shall not be issued pursuant to the\nexercise of an Option or Stock Purchase Right unless the exercise of such Option\nor Stock Purchase Right and the issuance and delivery of such Shares shall\ncomply with Applicable Laws and shall be further subject to the approval of\ncounsel for the Company with respect to such compliance.\n\n               (b) Investment Representations. As a condition to the exercise of\nan Option or Stock Purchase Right, the Company may require the person exercising\nsuch Option or Stock Purchase Right 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 Shares if, in the\nopinion of counsel for the Company, such a representation is required.\n\n        17. 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        18. 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\n\n                                      -13-\n\n\n        19. Stockholder Approval. The Plan shall be subject to approval by the\nstockholders of the Company within twelve (12) months after the date the Plan is\nadopted. Such stockholder approval shall be obtained in the manner and to the\ndegree required under Applicable Laws.\n\n\n\n\n                                      -14-\n\n\n                             SAGENT TECHNOLOGY, INC.\n\n                                 1998 STOCK PLAN\n\n                             STOCK OPTION AGREEMENT\n\n\n        Unless otherwise defined herein, the terms defined in the 1998 Stock\nPlan shall have the same defined meanings in this Stock Option Agreement.\n\nI.  NOTICE OF STOCK OPTION GRANT\n\n[Optionee's Name and Address]\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        Grant Number                              _________________________\n\n        Date of Grant                             _________________________\n\n        Vesting Commencement Date                 _________________________\n\n        Exercise Price per Share                  $________________________\n\n        Total Number of Shares Granted            _________________________\n\n        Total Exercise Price                      $________________________\n\n        Type of Option:                           ___  Incentive Stock Option\n\n                                                  ___  Nonstatutory Stock Option\n\n        Term\/Expiration 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\nthe Vesting Commencement Date, and 1\/48 of the Shares subject to the Option\nshall vest each month thereafter, subject to the Optionee continuing to be a\nService Provider on such dates].\n\n\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, Disability or retirement of the\nOptionee, this Option may be exercised for one year after Optionee ceases to be\na Service Provider. 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 attached as Part I of this\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. Subject to\nSection 15(c) of the Plan, in the event of a conflict between the terms and\nconditions of the Plan and the terms and conditions of this Option Agreement,\nthe terms and conditions 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               (1) 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               (2) 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 Company. The Exercise Notice shall be\naccompanied by payment of the aggregate Exercise Price as to all Exercised\nShares. This Option shall be deemed to be exercised upon receipt by the Company\nof such fully executed Exercise Notice accompanied by such aggregate Exercise\nPrice.\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\n\n                                       -2-\n\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               (1) cash;\n\n               (2) check;\n\n               (3) consideration received by the Company under a cashless\nexercise program implemented by the Company in connection with the Plan; or\n\n               (4) 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.\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. 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               (1)     Exercising the Option.\n\n                       (a) NSO. The Optionee may incur regular federal income\ntax liability upon exercise of a NSO. The Optionee will be treated as having\nreceived compensation income (taxable at ordinary income tax rates) equal to the\nexcess, if any, of the Fair Market Value of the Exercised Shares on the date of\nexercise over their aggregate Exercise Price. If the Optionee is an Employee or\na former Employee, the Company will be required to withhold from his or her\ncompensation or collect from Optionee and pay to the applicable taxing\nauthorities an amount in cash equal to a percentage of this compensation income\nat the time of exercise, and may refuse to honor the exercise and refuse to\ndeliver Shares if such withholding amounts are not delivered at the time of\nexercise.\n\n\n\n                                      -3-\n\n\n                       (b) ISO. If this Option qualifies as an ISO, the\nOptionee will have no regular federal income tax liability upon its exercise,\nalthough the excess, if any, of the Fair Market Value of the Exercised Shares on\nthe date of exercise over their aggregate Exercise Price will be treated as an\nadjustment to alternative minimum taxable income for federal tax purposes and\nmay subject the Optionee to alternative minimum tax in the year of exercise. In\nthe event that the Optionee ceases to be an Employee but remains a Service\nProvider, any Incentive Stock Option of the Optionee that remains unexercised\nshall cease to qualify as an Incentive Stock Option and will be treated for tax\npurposes as a Nonstatutory Stock Option on the date three (3) months and one (1)\nday following such change of status.\n\n               (2)     Disposition of Shares.\n\n                       (a) NSO. If the Optionee holds NSO Shares for at least \none year, any gain realized on disposition of the Shares will be treated as\nlong-term capital gain for federal income tax purposes.\n\n                       (b) 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 acquired on the date of exercise and\nthe aggregate Exercise Price, or (B) the difference between the sale price of\nsuch Shares and the aggregate Exercise Price. Any additional gain will be taxed\nas capital gain, short-term or long-term depending on the period that the ISO\nShares were held.\n\n               (3) 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        7. 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\n\n                                      -4-\n\n\n        8. 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        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___________________________________          ___________________________________\nSignature                                    By\n\n___________________________________          ___________________________________\nPrint Name                                   Title\n\n___________________________________\nResidence Address\n\n___________________________________\n\n\n\n                                       -5-\n\n\n                                    EXHIBIT A\n\n                                 1998 STOCK PLAN\n\n                                 EXERCISE NOTICE\n\n\nSagent Technology, Inc.\n\n\nAttention:  [Secretary]\n\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 1998 Stock Plan (the 'Plan') and the Stock Option\nAgreement dated , 19___ (the 'Option Agreement'). The purchase price for the\nShares 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 Stockholder. 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 stockholder 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 13 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\n\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 prior undertakings and\nagreements of the Company and Purchaser with respect to the subject matter\nhereof, and may not be modified adversely to the Purchaser's interest except by\nmeans of a writing signed by the Company and Purchaser. This agreement is\ngoverned by the internal substantive laws, but not the choice of law rules, of\nCalifornia.\n\n\nSubmitted by:                                Accepted by:\n\nPURCHASER:                                   SAGENT TECHNOLOGY, INC.\n\n\n___________________________________          ___________________________________\nSignature                                    By\n\n___________________________________          ___________________________________\nPrint Name                                   Its\n\n\nAddress:                                     Address:\n\n\n___________________________________\n\n___________________________________\n\n\n\n                                             ___________________________________\n                                             Date Received\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":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9545],"class_list":["post-38327","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\/38327","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=38327"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38327"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38327"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38327"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}