{"id":38329,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-director-option-plan-sagent-technology-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-director-option-plan-sagent-technology-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-director-option-plan-sagent-technology-inc.html","title":{"rendered":"1999 Director Option Plan &#8211; Sagent Technology Inc."},"content":{"rendered":"<pre>                             SAGENT TECHNOLOGY, INC.\n\n                            1999 DIRECTOR OPTION PLAN\n\n\n        1. Purposes of the Plan. The purposes of this Plan are:\n\n           o to attract and retain the best  available  personnel for service as\n             Outside  Directors (as defined herein) of the Company,\n\n           o to provide additional incentive to Outside Directors.\n\n           Options granted under the Plan will be Nonstatutory Stock Options.\nStock 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 shall\nbe 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, and the applicable laws of any\nforeign country or jurisdiction where Options or Stock Purchase Rights are, or\nwill 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 Board\nin 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 corporation.\n\n           (h) 'Director' means a member of the Board.\n\n           (i) 'Disability' means total and permanent disability as defined in\nSection 22(e)(3) of the Code.\n\n\n\n           (j) 'Employee' means any person employed by the Company or any Parent\nor Subsidiary of the Company. Neither service as a Director nor payment of a\ndirector's fee by the Company shall be sufficient to constitute 'employment' by\nthe 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 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                 (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 on the last market trading day prior to the day of\ndetermination, as reported in The Wall Street Journal or such other source as\nthe Administrator deems reliable;\n\n                 (iii) In the absence of an established market for the Common\nStock, the Fair Market Value shall be determined in good faith by the\nAdministrator.\n\n           (m) 'Notice of Grant' means a written or electronic notice evidencing\ncertain terms and conditions of an individual Option or Stock Purchase Right\ngrant. The Notice of Grant is part of the Option Agreement.\n\n           (n) 'Option' means a nonstatutory stock option granted pursuant to\nthe Plan, that is not intended to qualify as an incentive stock option within\nthe meaning of Section 422 of the Code and the regulations promulgated\nthereunder.\n\n           (o) 'Option Agreement' means an agreement between the Company and an\nOptionee evidencing the terms and conditions of an individual Option grant. The\nOption Agreement is subject to the terms and conditions of the Plan.\n\n           (p) 'Optioned Stock' means the Common Stock subject to an Option or a\nStock Purchase Right.\n\n           (q) 'Optionee' means the holder of an outstanding Option or Stock\nPurchase Right granted under the Plan.\n\n           (r) 'Outside Director' means a Director who is not an Employee.\n\n\n\n           (s) 'Parent' means a 'parent corporation,' whether now or hereafter\nexisting, as defined in Section 424(e) of the Code.\n\n           (t) 'Plan' means this 1999 Director Option Plan.\n\n           (u) 'Restricted Stock' means shares of Common Stock acquired pursuant\nto a grant of a Stock Purchase Right under Section 11 below.\n\n           (v) 'Share' means a share of the Common Stock, as adjusted in\naccordance with Section 12 of the Plan.\n\n           (w) 'Stock Purchase Right' means a right to purchase Common Stock\npursuant to Section 11 below.\n\n           (x) 'Subsidiary' means a 'subsidiary corporation,' whether now or\nhereafter existing, as defined in Section 424(f) of the Code.\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 150,000 Shares. The Shares may be authorized, but unissued, or\nreacquired Common Stock.\n\n           If an Option or Stock Purchase Right expires or becomes unexercisable\nwithout having been exercised in full, the unpurchased Shares which were subject\nthereto shall become available for future grant or sale under the Plan (unless\nthe Plan has terminated).\n\n           However, Shares that have actually been issued under the Plan, upon\nexercise of either an Option or Stock Purchase Right, shall not be returned to\nthe Plan and shall not become available for future distribution under the Plan,\nexcept that if Shares of Restricted Stock are repurchased by the Company at\ntheir original purchase price, such Shares shall become available for future\ngrant under the Plan.\n\n        4. Administration of the Plan.\n\n           (a) Administration. The Plan shall be administered by (i) the Board\nor (ii) a Committee, which committee shall be constituted to satisfy Applicable\nLaws.\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 of the Common Stock;\n\n\n                                      -3-\n\n\n                 (ii) to select the Outside Directors to whom Options and Stock\nPurchase Rights may be granted hereunder;\n\n                 (iii) to determine whether and to what extent Options and Stock\nPurchase Rights are granted hereunder;\n\n                 (iv) to determine the number of shares of Common Stock to be\ncovered by each such award granted hereunder;\n\n                 (v) to approve forms of agreement for use under the Plan;\n\n                 (vi) to determine the terms and conditions, not inconsistent\nwith the terms of the Plan, of any award granted hereunder. Such terms and\nconditions include, but are not limited to, the exercise price, the time or\ntimes when Options or Stock Purchase Rights may be exercised (which may be based\non performance criteria), any vesting acceleration or waiver of forfeiture\nrestrictions, and any restriction or limitation regarding any Option or Stock\nPurchase Right or the shares of Common Stock relating thereto, based in each\ncase on such factors as the Administrator, in its sole discretion, shall\ndetermine;\n\n                 (vii) to construe and interpret the terms of the Plan and\nawards granted pursuant to the Plan;\n\n                 (viii) to prescribe, amend and rescind rules and regulations\nrelating to the Plan, including rules and regulations relating to sub-plans\nestablished for the purpose of qualifying for preferred tax treatment under\nforeign tax laws;\n\n                 (ix) to modify or amend each Option (subject to Section 14(b)\nof the Plan), including the discretionary authority to extend the\npost-termination exercisability period of Options longer than is otherwise\nprovided for in the Plan;\n\n                 (x) to authorize any person to execute on behalf of the Company\nany instrument required to effect the grant of an Option or Stock Purchase Right\npreviously granted by the Administrator;\n\n                 (xi) to determine the terms and restrictions applicable to\nOptions or Stock Purchase Rights;\n\n                 (xii) to allow Optionees to satisfy withholding tax obligations\nby electing to have the Company withhold from the Shares to be issued upon\nexercise of an Option or Stock Purchase Right that number of Shares having a\nFair Market Value equal to the amount required to be withheld. The Fair Market\nValue of the Shares to be withheld shall be determined on the date that the\namount of tax to be withheld is to be determined. All elections by an Optionee\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\n                 (xiii) to make all other determinations deemed necessary or\nadvisable 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. Options and Stock Purchase Rights may be granted only to\nOutside Directors.\n\n        6. Term of Plan. The Plan shall become effective upon its adoption by\nthe Board. It shall continue until terminated under Section 14 of the Plan.\n\n        7. Term of Option. The term of each Option shall be stated in the Option\nAgreement.\n\n        8. Option Exercise Price and Consideration.\n\n           (a) Exercise Price. The per share exercise price for the Shares to be\nissued pursuant to exercise of an Option shall be determined by the\nAdministrator.\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. Such consideration 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 acquired\nupon exercise of an option, have been owned by the Optionee for more than six\nmonths on the date of surrender, and (B) have a Fair Market Value on the date of\nsurrender equal to the aggregate exercise price of the Shares as to which said\nOption shall be exercised;\n\n                 (v)   consideration received by the Company under a cashless\nexercise program implemented by the Company in connection with the Plan;\n\n\n                                      -5-\n\n\n                 (vi) a reduction in the amount of any Company liability to the\nOptionee, including any liability attributable to the Optionee's participation\nin any Company-sponsored deferred compensation program or arrangement;\n\n                 (vii) such other consideration and method of payment for the\nissuance of Shares to the extent permitted by Applicable Laws; or\n\n                 (viii) any combination of the foregoing methods of payment.\n\n        9. Exercise of Option.\n\n           (a) Procedure for Exercise; Rights as a Shareholder. 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. An Option may not be exercised for a fraction of\na Share.\n\n           An Option shall be deemed exercised when the Company receives:\n(i) written or electronic notice of exercise (in accordance with the Option\nAgreement) 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 shareholder 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 12 of the Plan.\n\n           Exercising an Option in any manner shall decrease the number of\nShares thereafter available, both for purposes of the Plan and for sale under\nthe Option, by the number of Shares as to which the Option is exercised.\n\n           (b) Termination of Service with the Company. If an Optionee ceases to\nprovide service to the Company (either as a Director, Employee, or consultant),\nother than upon the Optionee's death or Disability, the Optionee may exercise\nhis or her Option, but only within such period of time as is specified in the\nOption Agreement, and only to the extent that the Option is vested on the date\nof termination (but in no event later than the expiration of the term of such\nOption as set forth in the Option Agreement). In the absence of a specified time\nin the Option Agreement, the Option shall remain exercisable for thirty (30)\ndays following the Optionee's termination. If, on the date of termination, the\nOptionee is not vested as to his or her entire Option, the Shares covered by the\nunvested portion of the Option shall revert to the Plan. If, after termination,\nthe Optionee does not exercise his or her Option within the time specified by\nthe Option Agreement or herein, as\n\n\n                                      -6-\n\n\napplicable, the Option shall terminate, and the Shares covered by such Option\nshall revert to the Plan.\n\n               (c) Disability of Optionee. In the event Optionee's service to\nthe Company (either as a Director, employee or consultant) terminates as a\nresult of Disability, the Optionee may exercise his or her Option, but only\nwithin twelve (12) months following the date of such termination, and only to\nthe extent that the Optionee was entitled to exercise it on the date of such\ntermination (but in no event later than the expiration of its ten (10) year\nterm). To the extent that the Optionee was not entitled to exercise an Option on\nthe date of termination, or if he or she does not exercise such Option (to the\nextent otherwise so entitled) within the time specified in the Option Agreement\nor herein, as applicable, 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 six (6) months\nfollowing 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 exercise such Option\ndoes not exercise such Option (to the extent otherwise so entitled) within the\ntime specified in the Option Agreement or herein, as applicable, the Option\nshall terminate.\n\n        10. Non-Transferability of Options and Stock Purchase Rights. Unless\ndetermined otherwise by the Administrator, an 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. If the Administrator makes an\nOption transferable, such Option shall contain such additional terms and\nconditions as the Administrator deems appropriate.\n\n        11. Stock Purchase Rights.\n\n            (a) Rights to Purchase. Stock Purchase Rights may be issued either\nalone, in addition to, or in tandem with other awards granted under the Plan\nand\/or cash awards made outside of the Plan. After the Administrator determines\nthat it will offer Stock Purchase Rights under the Plan, it shall advise the\nofferee in writing or electronically of the terms, conditions and restrictions\nrelated to the offer, including the number of Shares that such person shall be\nentitled to purchase, the price to be paid, and the time within which such\nperson must accept such offer. The offer shall be accepted by execution of a\nRestricted Stock purchase 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\n\n\n                                      -7-\n\ncancellation of any indebtedness of the purchaser to the Company. The repurchase\noption shall lapse at such rate as the Administrator may determine.\n\n            (c) Other Provisions. The Restricted Stock purchase agreement shall\ncontain such other terms, provisions and conditions not inconsistent with the\nPlan 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, Dissolution, Merger or\nAsset Sale.\n\n            (a) Changes in Capitalization. Subject to any required action by the\nshareholders of the Company, the number of shares of Common Stock covered by\neach outstanding Option or 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            (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 fifteen (15) days prior to\nsuch transaction as to all of the Optioned Stock covered thereby, including\nShares as to which the Option would not otherwise be exercisable. In addition,\nthe Administrator may provide that any Company repurchase option applicable to\nany Shares purchased upon exercise of an Option or Stock Purchase Right shall\nlapse as to all such Shares, provided the proposed dissolution or liquidation\ntakes place at the time and in the manner contemplated. To the extent it has not\nbeen previously exercised, an Option or Stock Purchase Right will terminate\nimmediately prior to the consummation of such proposed action.\n\n\n\n\n                                      -8-\n\n\n        (c) Merger or Asset Sale. In the event of a merger of the Company with\nor into another corporation or the sale of substantially all of the assets of\nthe Company, outstanding Options or Stock Purchase Rights may be assumed or\nequivalent options or rights may be substituted by the successor corporation or\na Parent or Subsidiary thereof (the 'Successor Corporation'). If an Option or\nStock Purchase Right is assumed or substituted for, the Option or Stock Purchase\nRight or equivalent option or right shall continue to be exercisable as provided\nin Section 4 hereof for so long as the Optionee serves as a Director or a\ndirector of the Successor Corporation. Following such assumption or\nsubstitution, if the Optionee's status as a Director or director of the\nSuccessor Corporation, as applicable, is terminated other than upon a voluntary\nresignation by the Optionee, the Option or option shall become fully\nexercisable, including as to Shares for which it would not otherwise be\nexercisable. Thereafter, the Option or option shall remain exercisable in\naccordance with Sections 9(b) through (d) above.\n\n        If the Successor Corporation does not assume an outstanding Option or\nStock Purchase Right or substitute for it an equivalent option or right, the\nOption or Stock Purchase Right shall become fully vested and exercisable,\nincluding as to Shares for which it would not otherwise be exercisable. In such\nevent the Board shall notify the Optionee that the Option shall be fully\nexercisable for a period of fifteen (15) days from the date of such notice, and\nupon the expiration of such period the Option or Stock Purchase Right shall\nterminate. In addition, any Restricted Stock purchased upon the exercise of a\nStock Purchase Right granted under this Plan shall become fully vested and the\nCompany's or the Successor Corporation's repurchase right shall lapse.\n\n        For the purposes of this Section 12(c), an Option or Stock Purchase\nRight shall be considered assumed if, following the merger or sale of assets,\nthe Option or Stock Purchase Right confers the right to purchase or receive, for\neach Share of Optioned Stock subject to the Option or Stock Purchase Right\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 or Stock Purchase Right, for each\nShare of Optioned Stock subject to the Option or Stock Purchase Right, to be\nsolely common stock of the successor corporation or its Parent equal in fair\nmarket value to the per share consideration received by holders of Common Stock\nin the merger or sale of assets.\n\n\n        13. 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 determination shall be\nprovided to each Optionee within a reasonable time after the date of such grant.\n\n\n                                      -9-\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 terminate the Plan.\n\n            (b) 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            (c) Shareholder Approval. The Board shall obtain shareholder\napproval of any Plan amendment to the extent necessary and desirable to comply\nwith Applicable Laws.\n\n        15. 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 an\nOption 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        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\n\n                                      -10-\n\n\n                             SAGENT TECHNOLOGY, INC.\n\n                            1999 DIRECTOR OPTION 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\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:                      Nonstatutory Stock Option\n\n        Term\/Expiration Date:\n                                             -------------------------\n        Vesting Schedule:\n\n\n        Subject to the Optionee continuing to be an Outside Director on such\ndates, this Option shall vest and become exercisable in accordance with the\nfollowing schedule:\n\n        [25% OF THE SHARES SUBJECT TO THE OPTION SHALL VEST EACH YEAR ON THE\nANNIVERSARY OF THE VESTING COMMENCEMENT DATE; PROVIDED, HOWEVER, THAT OPTIONEE\nBE PROVIDING SERVICES TO THE COMPANY ON SUCH DATES].\n\n\n\n\n        Termination Period:\n\n        This Option may be exercised for thirty (30) days after Optionee ceases\nto provide service to the Company. Upon the death or Disability of the Optionee,\nthis Option may be exercised for such longer period as provided in the Plan. In\nno event shall this Option be exercised later than the Term\/Expiration Date as\nprovided 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 14(b) 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        2. Exercise of Option.\n\n           (a) Right to Exercise. This Option is exercisable during its term in\naccordance 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 an\nexercise 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 [TITLE]. 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        3. Optionee's Representations. In the event the Shares have not been\nregistered under the Securities Act of 1933, as amended, at the time this Option\nis exercised, the Optionee shall, if required by the Company, concurrently with\nthe exercise of all or any portion of this Option, deliver to the Company his\nor her Investment Representation Statement in the form attached hereto as\nExhibit B.\n\n\n\n        4. Lock-Up Period. Optionee hereby agrees that, if so requested by the\nCompany or any representative of the underwriters (the 'Managing Underwriter')\nin connection with any registration of the offering of any securities of the\nCompany under the Securities Act, Optionee shall not sell or otherwise transfer\nany Shares or other securities of the Company during the 180-day period (or such\nother period as may be requested in writing by the Managing Underwriter and\nagreed to in writing by the Company) (the 'Market Standoff Period') following\nthe effective date of a registration statement of the Company filed under the\nSecurities Act. Such restriction shall apply only to the first registration\nstatement of the Company to become effective under the Securities Act that\nincludes securities to be sold on behalf of the Company to the public in an\nunderwritten public offering under the Securities Act. The Company may impose\nstop-transfer instructions with respect to securities subject to the foregoing\nrestrictions until the end of such Market Standoff Period.\n\n        5. 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;\n\n               (b)     check;\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.\n\n        6. Restrictions on Exercise. This Option may not be exercised until such\ntime as the Plan has been approved by the shareholders of the Company, or 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\nLaw.\n\n        7. 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        8. 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        9. 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,\n\n\n                                      -3-\n\n\nAND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD\nCONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.\n\n               (a) Exercising the Option. The Optionee may incur regular federal\nincome tax liability upon exercise of an NSO. The Optionee will be treated as\nhaving received compensation income (taxable at ordinary income tax rates) equal\nto the excess, if any, of the Fair Market Value of the Exercised Shares on the\ndate of exercise over their aggregate Exercise Price.\n\n               (b) Disposition of Shares. If the Optionee holds NSO Shares for\nat least one year, any gain realized on disposition of the Shares will be\ntreated as long-term capital gain for federal income tax purposes.\n\n        10. 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        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\n                                    EXHIBIT A\n\n                             SAGENT TECHNOLOGY, INC.\n\n                            1999 DIRECTOR OPTION PLAN\n\n                                 EXERCISE NOTICE\n\n\nSagent Technology, Inc.\n800 W. El Camino Real\nThird Floor\nMountain View, California 94040\n\nAttention: [TITLE]\n\n        1 Exercise of Option. Effective as of today, ________________, ______,\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 1999 Director Option Plan (the 'Plan') and the Stock\nOption Agreement dated _________, ______ (the 'Option Agreement'). The purchase\nprice for the 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 11 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.  Restrictive Legends and Stop-Transfer Orders.\n\n            (a) Legends. Optionee understands and agrees that the Company shall\ncause the legends set forth below or legends substantially equivalent thereto,\nto be placed upon any certificate(s) evidencing ownership of the Shares together\nwith any other legends that may be required by the Company or by state or\nfederal securities laws:\n\n                    THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED\n                    UNDER THE SECURITIES ACT OF 1933 (THE 'ACT') AND MAY NOT\n                    BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR\n                    HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,\n                    IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE\n                    ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,\n                    PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.\n\n                    THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO\n                    CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST\n                    REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH\n                    IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL\n                    HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT\n                    THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER\n                    RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON\n                    TRANSFEREES OF THESE SHARES.\n\n               (b) Stop-Transfer Notices. Optionee agrees that, in order to\nensure compliance with the restrictions referred to herein, the Company may\nissue appropriate 'stop transfer' instructions to its transfer agent, if any,\nand that, if the Company transfers its own securities, it may make appropriate\nnotations to the same effect in its own records.\n\n               (c) Interpretation. Any dispute regarding the interpretation of\nthis Exercise Notice shall be submitted by Optionee or by the Company forthwith\nto the Administrator which shall review such dispute at its next regular\nmeeting. The resolution of such a dispute by the Administrator shall be final\nand binding on all parties.\n\n\n\n\n        7. 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                             Title\n\n----------------------------------\nDate Received\n\n\nAddress:                               Address: 800 W. El Camino Real\n        ---------------------------    -------  Third Floor\n                                                Mountain View, California 94040\n\n\n                                      -3-\n\n\n                                    EXHIBIT B\n\n                       INVESTMENT REPRESENTATION STATEMENT\n\n\nOPTIONEE:\n\nCOMPANY:     SAGENT TECHNOLOGY, INC.\n\nSECURITY:    COMMON STOCK\n\nAMOUNT:\n\nDATE:\n\n\n         In connection with the purchase of the above-listed Securities, the\nundersigned Optionee represents to the Company the following:\n\n        (a) Optionee is aware of the Company's business affairs and financial\ncondition and has acquired sufficient information about the Company to reach an\ninformed and knowledgeable decision to acquire the Securities. Optionee is\nacquiring these Securities for investment for Optionee's own account only and\nnot with a view to, or for resale in connection with, any 'distribution' thereof\nwithin the meaning of the Securities Act of 1933, as amended (the 'Securities\nAct').\n\n        (b) Optionee acknowledges and understands that the Securities constitute\n'restricted securities' under the Securities Act and have not been registered\nunder the Securities Act in reliance upon a specific exemption therefrom, which\nexemption depends upon, among other things, the bona fide nature of Optionee's\ninvestment intent as expressed herein. In this connection, Optionee understands\nthat, in the view of the Securities and Exchange Commission, the statutory basis\nfor such exemption may be unavailable if Optionee's representation was\npredicated solely upon a present intention to hold these Securities for the\nminimum capital gains period specified under tax statutes, for a deferred sale,\nfor or until an increase or decrease in the market price of the Securities, or\nfor a period of one year or any other fixed period in the future. Optionee\nfurther understands that the Securities must be held indefinitely unless they\nare subsequently registered under the Securities Act or an exemption from such\nregistration is available. Optionee further acknowledges and understands that\nthe Company is under no obligation to register the Securities. Optionee\nunderstands that the certificate evidencing the Securities will be imprinted\nwith a legend which prohibits the transfer of the Securities unless they are\nregistered or such registration is not required in the opinion of counsel\nsatisfactory to the Company, and any other legend required under applicable\nstate securities laws.\n\n        (c) Optionee is familiar with the provisions of Rule 701 and Rule 144,\neach promulgated under the Securities Act, which, in substance, permit limited\npublic resale of 'restricted securities' acquired, directly or indirectly from\nthe issuer thereof, in a non-public offering subject to the satisfaction of\ncertain conditions. Rule 701 provides that if the issuer qualifies under Rule\n701 at the\n\n\n\ntime of the grant of the Option to the Optionee, the exercise will be exempt\nfrom registration under the Securities Act. In the event the Company becomes\nsubject to the reporting requirements of Section 13 or 15(d) of the Securities\nExchange Act of 1934, ninety (90) days thereafter (or such longer period as any\nmarket stand-off agreement may require) the Securities exempt under Rule 701 may\nbe resold, subject to the satisfaction of certain of the conditions specified by\nRule 144, including: (1) the resale being made through a broker in an\nunsolicited 'broker's transaction' or in transactions directly with a market\nmaker (as said term is defined under the Securities Exchange Act of 1934); and,\nin the case of an affiliate, (2) the availability of certain public information\nabout the Company, (3) the amount of Securities being sold during any three\nmonth period not exceeding the limitations specified in Rule 144(e), and (4) the\ntimely filing of a Form 144, if applicable.\n\n         In the event that the Company does not qualify under Rule 701 at the\ntime of grant of the Option, then the Securities may be resold in certain\nlimited circumstances subject to the provisions of Rule 144, which requires the\nresale to occur not less than one year after the later of the date the\nSecurities were sold by the Company or the date the Securities were sold by an\naffiliate of the Company, within the meaning of Rule 144; and, in the case of\nacquisition of the Securities by an affiliate, or by a non-affiliate who\nsubsequently holds the Securities less than two years, the satisfaction of the\nconditions set forth in sections (1), (2), (3) and (4) of the paragraph\nimmediately above.\n\n         (d) Optionee further understands that in the event all of the\napplicable requirements of Rule 701 or 144 are not satisfied, registration under\nthe Securities Act, compliance with Regulation A, or some other registration\nexemption will be required; and that, notwithstanding the fact that Rules 144\nand 701 are not exclusive, the Staff of the Securities and Exchange Commission\nhas expressed its opinion that persons proposing to sell private placement\nsecurities other than in a registered offering and otherwise than pursuant to\nRules 144 or 701 will have a substantial burden of proof in establishing that an\nexemption from registration is available for such offers or sales, and that such\npersons and their respective brokers who participate in such transactions do so\nat their own risk. Optionee understands that no assurances can be given that any\nsuch other registration exemption will be available in such event.\n\n                                       Signature of Optionee:\n\n\n                                       -----------------------------------------\n\n                                       Date:              , 19\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":[9539,9543],"class_list":["post-38329","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__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38329","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=38329"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38329"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38329"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38329"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}