{"id":38331,"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-directors-stock-option-plan-accrue-sofware-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-directors-stock-option-plan-accrue-sofware-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-directors-stock-option-plan-accrue-sofware-inc.html","title":{"rendered":"1999 Directors&#8217; Stock Option Plan &#8211; Accrue Sofware Inc."},"content":{"rendered":"<pre>                              ACCRUE SOFTWARE, INC.\n\n                        1999 DIRECTORS' STOCK OPTION PLAN\n\n\n           1. PURPOSES OF THE PLAN. The purposes of this Directors' Stock Option\nPlan are to attract and retain the best available personnel for service as\nDirectors of the Company, to provide additional incentive to the Outside\nDirectors of the Company to serve as Directors, and to encourage their continued\nservice on the Board.\n\n           All options granted hereunder shall be nonstatutory stock options.\n\n           2. DEFINITIONS. As used herein, the following definitions shall\napply:\n\n              (a) 'BOARD' means the Board of Directors of the Company.\n\n              (b) 'CHANGE OF CONTROL' means a sale of all or substantially all\nof the Company's assets, or any merger or consolidation of the Company with or\ninto another corporation other than a merger or consolidation in which the\nholders of more than 50% of the shares of capital stock of the Company\noutstanding immediately prior to such transaction continue to hold (either by\nthe voting securities remaining outstanding or by their being converted into\nvoting securities of the surviving entity) more than 50% of the total voting\npower represented by the voting securities of the Company, or such surviving\nentity, outstanding immediately after such transaction.\n\n              (c) 'CODE' means the Internal Revenue Code of 1986, as amended.\n\n              (d) 'COMMON STOCK' means the Common Stock of the Company.\n\n              (e) 'COMPANY' means Accrue Software, Inc., a Delaware corporation.\n\n              (f) 'CONTINUOUS STATUS AS A DIRECTOR' means the absence of any\ninterruption or termination of service as a Director.\n\n              (g) 'CORPORATE TRANSACTION' means a dissolution or liquidation of\nthe Company, a sale of all or substantially all of the Company's assets, or a\nmerger, consolidation or other capital reorganization of the Company with or\ninto another corporation.\n\n              (h) 'DIRECTOR' means a member of the Board.\n\n              (i) 'EMPLOYEE' means any person, including any officer or\nDirector, employed by the Company or any Parent or Subsidiary of the Company.\nThe payment of a director's fee by the Company shall not be sufficient in and of\nitself to constitute 'employment' by the Company.\n\n              (j) 'EXCHANGE ACT' means the Securities Exchange Act of 1934, as\namended.\n\n\n\n\n\n              (k) 'OPTION' means a stock option granted pursuant to the Plan.\nAll options shall be nonstatutory stock options (i.e., options that are not\nintended to qualify as incentive stock options under Section 422 of the Code).\n\n              (l) 'OPTIONED STOCK' means the Common Stock subject to an Option.\n\n              (m) 'OPTIONEE' means an Outside Director who receives an Option.\n\n              (n) 'OUTSIDE DIRECTOR' means a Director who is not an Employee.\n\n              (o) 'PARENT' means a 'parent corporation,' whether now or\nhereafter existing, as defined in Section 424(e) of the Code.\n\n              (p) 'PLAN' means this 1999 Directors' Stock Option Plan.\n\n              (q) 'SHARE' means a share of the Common Stock, as adjusted in\naccordance with Section 11 of the Plan.\n\n              (r) '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 11\nof the Plan, the maximum aggregate number of Shares which may be optioned and\nsold under the Plan is 250,000, plus an annual increase on the first day of each\nof the Company's fiscal years beginning in 2000, 2001, 2002, 2003 and 2004 equal\nto the lesser of (i) 100,000 Shares, (ii) one-half of one percent (0.5%) of the\nShares outstanding on the last day of the immediately preceding fiscal year, or\n(iii) such lesser number of Shares as is determined by the Board. Shares of\nCommon Stock (the 'Pool'). The Shares may be authorized, but unissued, or\nreacquired Common Stock.\n\n           If an Option should expire or become unexercisable for any reason\nwithout having been exercised in full, the unpurchased Shares which were subject\nthereto shall, unless the Plan has been terminated, become available for future\ngrant under the Plan. In addition, any Shares of Common Stock that are retained\nby the Company upon exercise of an Option in order to satisfy the exercise price\nfor such Option, or any withholding taxes due with respect to such exercise,\nshall be treated as not issued and shall continue to be available under the\nPlan. If Shares that were acquired upon exercise of an Option are subsequently\nrepurchased by the Company, such Shares shall not in any event be returned to\nthe Plan and shall not become available for future grant under the Plan.\n\n           4. ADMINISTRATION OF AND GRANTS OF OPTIONS UNDER THE PLAN.\n\n              (a) ADMINISTRATOR. Except as otherwise required herein, the Plan\nshall be administered by the Board.\n\n              (b) PROCEDURE FOR GRANTS. All grants of Options hereunder shall be\nautomatic and nondiscretionary and shall be made strictly in accordance with the\nfollowing provisions:\n\n\n\n                                      -2-\n\n\n\n                  (i) No person shall have any discretion to select which\nOutside Directors shall be granted Options or to determine the number of Shares\nto be covered by Options granted to Outside Directors.\n\n                  (ii) Each Outside Director shall be automatically granted an\nOption to purchase 50,000 Shares (the 'First Option') on the date on which such\nperson first becomes an Outside Director after the effective date of this Plan,\nwhether through election by the shareholders of the Company or appointment by\nthe Board of Directors to fill a vacancy.\n\n                  (iii) Each Outside Director, including an Outside Director who\ndid not receive a First Option grant, shall be automatically granted an Option\nto purchase 5,000 Shares (the 'Subsequent Option') on the date of each Annual\nMeeting of the Company's stockholders immediately following which such Outside\nDirector is serving on the Board, provided that, on such date, he or she shall\nhave served on the Board for at least six (6) months prior to the date of such\nAnnual Meeting.\n\n                  (iv) Notwithstanding the provisions of subsections (ii) and\n(iii) hereof, in the event that a grant would cause the number of Shares subject\nto outstanding Options plus the number of Shares previously purchased upon\nexercise of Options to exceed the Pool, then each such automatic grant shall be\nfor that number of Shares determined by dividing the total number of Shares\nremaining available for grant by the number of Outside Directors receiving an\nOption on the automatic grant date. Any further grants shall then be deferred\nuntil such time, if any, as additional Shares become available for grant under\nthe Plan through action of the stockholders to increase the number of Shares\nwhich may be issued under the Plan or through cancellation or expiration of\nOptions previously granted hereunder.\n\n                  (v) Notwithstanding the provisions of subsections (ii) and\n(iii) hereof, any grant of an Option made before the Company has obtained\nstockholder approval of the Plan in accordance with Section 17 hereof shall be\nconditioned upon obtaining such stockholder approval of the Plan in accordance\nwith Section 17 hereof.\n\n                  (vii) The terms of each option granted hereunder shall be as\nfollows:\n\n                        (1) each option shall be exercisable only while the\nOutside Director remains a Director of the Company, except as set forth in\nSection 9 below;\n\n                        (2) the exercise price per Share shall be 100% of the\nfair market value per Share on the date of grant of each option, determined in\naccordance with Section 8 hereof;\n\n                        (3) each Option shall vest and be exercisable as to\n1\/48th of the Shares subject to the option on each month after the date of\ngrant.\n\n              (c) POWERS OF THE BOARD. Subject to the provisions and\nrestrictions of the Plan, the Board shall have the authority, in its discretion:\n(i) to determine, upon review of relevant information and in accordance with\nSection 8(b) of the Plan, the fair market value of the \n\n\n\n                                      -3-\n\n\nCommon Stock; (ii) to determine the exercise price per Share of Options to be\ngranted, which exercise price shall be determined in accordance with Section 8\nof the Plan; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind\nrules and regulations relating to the Plan; (v) to authorize any person to\nexecute on behalf of the Company any instrument required to effectuate the grant\nof an Option previously granted hereunder; and (vi) to make all other\ndeterminations deemed necessary or advisable for the administration of the Plan.\n\n              (d) EFFECT OF BOARD'S DECISION. All decisions, determinations and\ninterpretations of the Board shall be final and binding on all Optionees and any\nother holders of any Options granted under the Plan.\n\n              (e) SUSPENSION OR TERMINATION OF OPTION. If the Chief Executive\nOfficer or his or her designee reasonably believes that an Optionee has\ncommitted an act of misconduct, such officer may suspend the Optionee's right to\nexercise any option pending a determination by the Board (excluding the Outside\nDirector accused of such misconduct). If the Board (excluding the Outside\nDirector accused of such misconduct) determines an Optionee has committed an act\nof embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the\nCompany, breach of fiduciary duty or deliberate disregard of the Company rules\nresulting in loss, damage or injury to the Company, or if an Optionee makes an\nunauthorized disclosure of any Company trade secret or confidential information,\nengages in any conduct constituting unfair competition, induces any Company\ncustomer to breach a contract with the Company or induces any principal for whom\nthe Company acts as agent to terminate such agency relationship, neither the\nOptionee nor his or her estate shall be entitled to exercise any Option\nwhatsoever. In making such determination, the Board of Directors (excluding the\nOutside Director accused of such misconduct) shall act fairly and shall give the\nOptionee an opportunity to appear and present evidence on Optionee's behalf at a\nhearing before the Board or a committee of the Board.\n\n           5. ELIGIBILITY. Options may be granted only to Outside Directors. All\nOptions shall be automatically granted in accordance with the terms set forth in\nSection 4(b) above. An Outside Director who has been granted an Option may, if\nhe or she is otherwise eligible, be granted an additional Option or Options in\naccordance with such provisions.\n\n              The Plan shall not confer upon any Optionee any right with respect\nto continuation of service as a Director or nomination to serve as a Director,\nnor shall it interfere in any way with any rights which the Director or the\nCompany may have to terminate his or her directorship at any time.\n\n           6. TERM OF PLAN; EFFECTIVE DATE. The Plan shall become effective on\nthe effectiveness of the registration statement under the Securities Act of\n1933, as amended, relating to the Company's initial public offering of\nsecurities. It shall continue in effect for a term of ten (10) years unless\nsooner terminated under Section 13 of the Plan.\n\n           7. TERM OF OPTIONS. The term of each Option shall be ten (10) years\nfrom the date of grant thereof unless an Option terminates sooner pursuant to\nSection 9 below.\n\n\n\n\n                                      -4-\n\n\n           8. EXERCISE PRICE AND CONSIDERATION.\n\n              (a) EXERCISE PRICE. The per Share exercise price for the Shares to\nbe issued pursuant to exercise of an Option shall be 100% of the fair market\nvalue per Share on the date of grant of the Option.\n\n              (b) FAIR MARKET VALUE. The fair market value shall be determined\nby the Board; provided however that in the event the Common Stock is traded on\nthe Nasdaq National Market or listed on a stock exchange, the fair market value\nper Share shall be the closing sales price on such system or exchange on the\ndate of grant of the Option (or, in the event that the Common Stock is not\ntraded on such date, on the immediately preceding trading date), as reported in\nThe Wall Street Journal, or if there is a public market for the Common Stock but\nthe Common Stock is not traded on the Nasdaq National Market or listed on a\nstock exchange, the fair market value per Share shall be the mean of the bid and\nasked prices of the Common Stock in the over-the-counter market on the date of\ngrant, as reported in The Wall Street Journal (or, if not so reported, as\notherwise reported by the National Association of Securities Dealers Automated\nQuotation ('Nasdaq') System). For purposes of the First Options granted on the\neffective date of this Plan, the fair market value per Share shall be the Price\nto Public as set forth in the final prospectus filed with the Securities\nExchange Commission pursuant to Rule 424 under the Securities Act of 1933, as\namended.\n\n              (c) FORM OF CONSIDERATION. The consideration to be paid for the\nShares to be issued upon exercise of an Option shall consist entirely of cash,\ncheck, other Shares of Common Stock having a fair market value on the date of\nsurrender equal to the aggregate exercise price of the Shares as to which the\nOption shall be exercised (which, if acquired from the Company, shall have been\nheld for at least six months), or any combination of such methods of payment\nand\/or any other consideration or method of payment as shall be permitted under\napplicable corporate law.\n\n           9. EXERCISE OF OPTION.\n\n              (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option\ngranted hereunder shall be exercisable at such times as are set forth in Section\n4(b) above; provided however that no Options shall be exercisable prior to\nstockholder approval of the Plan in accordance with Section 17 below has been\nobtained.\n\n                   An Option may not be exercised for a fraction of a Share.\n\n                   An Option shall be deemed to be exercised when written notice\nof such exercise has been given to the Company in accordance with the terms of\nthe Option by the person entitled to exercise the Option and full payment for\nthe Shares with respect to which the Option is exercised has been received by\nthe Company. Full payment may consist of any consideration and method of payment\nallowable under Section 8(c) of the Plan. Until the issuance (as evidenced by\nthe appropriate entry on the books of the Company or of a duly authorized\ntransfer agent of the Company) of the stock certificate evidencing such Shares,\nno right to vote or receive dividends or any other rights as a stockholder shall\nexist with respect to\n\n\n\n                                      -5-\n\n\nthe Optioned Stock, notwithstanding the exercise of the Option. A share\ncertificate for the number of Shares so acquired shall be issued to the Optionee\nas soon as practicable after exercise of the Option. No adjustment will be made\nfor a dividend or other right for which the record date is prior to the date the\nstock certificate is issued, except as provided in Section 11 of the Plan.\n\n                   Exercise of an Option in any manner shall result in a\ndecrease in the number of Shares which thereafter may be available, both for\npurposes of the Plan and for sale under the Option, by the number of Shares as\nto which the Option is exercised.\n\n              (b) TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. If an Outside\nDirector ceases to serve as a Director, he or she may, but only within ninety\n(90) days after the date he or she ceases to be a Director of the Company,\nexercise his or her Option to the extent that he or she was entitled to exercise\nit at the date of such termination. Notwithstanding the foregoing, in no event\nmay the Option be exercised after its term set forth in Section 7 has expired.\nTo the extent that such Outside Director was not entitled to exercise an Option\nat the date of such termination, or does not exercise such Option (to the extent\nhe or she was entitled to exercise) within the time specified above, the Option\nshall terminate and the Shares underlying the unexercised portion of the Option\nshall revert to the Plan.\n\n              (c) DISABILITY OF OPTIONEE. Notwithstanding Section 9(b) above, in\nthe event a Director is unable to continue his or her service as a Director with\nthe Company as a result of his or her total and permanent disability (as defined\nin Section 22(e)(3) of the Code), he or she may, but only within twelve (12)\nmonths from the date of such termination, exercise his or her Option to the\nextent he or she was entitled to exercise it at the date of such termination.\nNotwithstanding the foregoing, in no event may the Option be exercised after its\nterm set forth in Section 7 has expired. To the extent that he or she was not\nentitled to exercise the Option at the date of termination, or if he or she does\nnot exercise such Option (to the extent he or she was entitled to exercise)\nwithin the time specified above, the Option shall terminate and the Shares\nunderlying the unexercised portion of the Option shall revert to the Plan.\n\n              (d) DEATH OF OPTIONEE. In the event of the death of an Optionee:\n(A) during the term of the Option who is, at the time of his or her death, a\nDirector of the Company and who shall have been in Continuous Status as a\nDirector since the date of grant of the Option, or (B) three (3) months after\nthe termination of Continuous Status as a Director, the Option may be exercised,\nat any time within twelve (12) months following the date of death, by the\nOptionee's estate or by a person who acquired the right to exercise the Option\nby bequest or inheritance, but only to the extent of the right to exercise that\nhad accrued at the date of death or the date of termination, as applicable.\nNotwithstanding the foregoing, in no event may the Option be exercised after its\nterm set forth in Section 7 has expired. To the extent that an Optionee was not\nentitled to exercise the Option at the date of death or termination or if he or\nshe does not exercise such Option (to the extent he or she was entitled to\nexercise) within the time specified above, the Option shall terminate and the\nShares underlying the unexercised portion of the Option shall revert to the\nPlan.\n\n\n\n\n                                      -6-\n\n\n           10. NONTRANSFERABILITY OF OPTIONS. The Option may not be sold,\npledged, assigned, hypothecated, transferred or disposed of in any manner other\nthan by will or by the laws of descent or distribution or pursuant to a\nqualified domestic relations order (as defined by the Code or the rules\nthereunder). The designation of a beneficiary by an Optionee does not constitute\na transfer. An Option may be exercised during the lifetime of an Optionee only\nby the Optionee or a transferee permitted by this Section.\n\n           11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE\nTRANSACTIONS.\n\n               (a) ADJUSTMENT. Subject to any required action by the\nstockholders of the Company, the number of shares of Common Stock covered by\neach outstanding Option, the number of Shares of Common Stock set forth in\nSections 4(b)(ii), (iii) and (iv) above, and the number of Shares of Common\nStock which have been authorized for issuance under the Plan but as to which no\nOptions have yet been granted or which have been returned to the Plan upon\ncancellation or expiration of an Option, as well as the price per Share of\nCommon Stock covered by each such outstanding Option, 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 (including any such change\nin the number of Shares of Common Stock effected in connection with a change in\ndomicile of the Company) or any other increase or decrease in the number of\nissued Shares of Common Stock effected without receipt of consideration by the\nCompany; provided however that conversion of any convertible securities of the\nCompany shall not be deemed to have been 'effected without receipt of\nconsideration.' Such adjustment shall be made by the Board, whose determination\nin that respect shall be final, binding and conclusive. Except as expressly\nprovided herein, no issuance by the Company of shares of stock of any class, or\nsecurities convertible into shares of stock of any class, shall affect, and no\nadjustment by reason thereof shall be made with respect to, the number or price\nof shares of Common Stock subject to an Option.\n\n               (b) CORPORATE TRANSACTIONS; CHANGE OF CONTROL. In the event of a\nCorporate Transaction, including a Change of Control, and except as otherwise\nprovided in a Stock Option Agreement issued under the Plan, each outstanding\nOption shall be assumed or an equivalent option shall be substituted by the\nsuccessor corporation or a Parent or Subsidiary of such successor corporation,\nunless the successor corporation does not agree to assume the outstanding\nOptions or to substitute equivalent options, in which case the Options shall\nterminate upon the consummation of the transaction.\n\n               For purposes of this Section 11(b), an Option shall be considered\nassumed, without limitation, if, at the time of issuance of the stock or other\nconsideration upon such Corporate Transaction or Change of Control, each\nOptionee would be entitled to receive upon exercise of an Option the same number\nand kind of shares of stock or the same amount of property, cash or securities\nas the Optionee would have been entitled to receive upon the occurrence of such\ntransaction if the Optionee had been, immediately prior to such transaction, the\nholder of the number of Shares of Common Stock covered by the Option at such\ntime (after giving effect to any adjustments in the number of Shares covered by\nthe Option as provided for in this Section 11); provided however that if such\nconsideration received in the transaction was\n\n\n\n                                      -7-\n\n\nnot solely common stock of the successor corporation or its Parent, the\nAdministrator may, with the consent of the successor corporation, provide for\nthe consideration to be received upon exercise of the Option to be solely common\nstock of the successor corporation or its Parent equal to the Fair Market Value\nof the per Share consideration received by holders of Common Stock in the\ntransaction.\n\n               (c) CERTAIN DISTRIBUTIONS. In the event of any distribution to\nthe Company's stockholders of securities of any other entity or other assets\n(other than dividends payable in cash or stock of the Company) without receipt\nof consideration by the Company, the Administrator may, in its discretion,\nappropriately adjust the price per Share of Common Stock covered by each\noutstanding Option to reflect the effect of such distribution.\n\n           12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall,\nfor all purposes, be the date determined in accordance with Section 4(b) hereof.\nNotice of the determination shall be given to each Outside Director to whom an\nOption is so granted within a reasonable time after the date of such grant.\n\n           13. AMENDMENT AND TERMINATION OF THE PLAN.\n\n               (a) AMENDMENT AND TERMINATION. The Board may amend or terminate\nthe Plan from time to time in such respects as the Board may deem advisable;\nprovided that, to the extent necessary and desirable to comply with Rule 16b-3\nunder the Exchange Act (or any other applicable law or regulation), the Company\nshall obtain approval of the stockholders of the Company to Plan amendments to\nthe extent and in the manner required by such law or regulation.\n\n               (b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or\ntermination of the Plan that would impair the rights of any Optionee shall not\naffect Options already granted to such Optionee and such Options shall remain in\nfull force and effect as if this Plan had not been amended or terminated, unless\nmutually agreed otherwise between the Optionee and the Board, which agreement\nmust be in writing and signed by the Optionee and the Company.\n\n           14. CONDITIONS UPON ISSUANCE OF SHARES. Notwithstanding any other\nprovision of the Plan or any agreement entered into by the Company pursuant to\nthe Plan, the Company shall not be obligated, and shall have no liability for\nfailure, to issue or deliver any Shares under the Plan unless such issuance or\ndelivery would comply with the legal requirements relating to the administration\nof stock option plans under applicable U.S. state corporate laws, U.S. federal\nand applicable state securities laws, the Code, any stock exchange or Nasdaq\nrules or regulations to which the Company may be subject and the applicable laws\nof any other country or jurisdiction where Options are granted under the Plan,\nas such laws, rules, regulations and requirements shall be in place from time to\ntime (the 'Applicable Laws'). Such compliance shall be determined by the Company\nin consultation with its legal counsel.\n\n           As a condition to the exercise of an Option, the Company may require\nthe person exercising such Option to represent and warrant at the time of any\nsuch exercise that the Shares\n\n\n\n                                      -8-\n\n\nare being purchased only for investment and without any present intention to\nsell or distribute such Shares if, in the opinion of counsel for the Company,\nsuch a representation is required by law.\n\n           15. 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           16. OPTION AGREEMENT. Options shall be evidenced by written option\nagreements in such form as the Board shall approve.\n\n           17. STOCKHOLDER APPROVAL. If required by the Applicable Laws,\ncontinuance of the Plan shall be subject to approval by the stockholders of the\nCompany. Such stockholder approval shall be obtained in the manner and to the\ndegree required under the Applicable Laws.\n\n\n\n                                      -9-\n\n\n                              ACCRUE SOFTWARE, INC.\n\n                        1999 DIRECTORS' STOCK OPTION PLAN\n\n                          NOTICE OF STOCK OPTION GRANT\n\n\n\n\n <optionee:>\n <optioneeaddress1:>\n <optioneeaddress2:>\n\n           You have been granted an option to purchase Common Stock of Accrue\nSoftware, Inc. (the 'Company') as follows:\n\n           Date of Grant                                   <grantdate:>\n\n           Vesting Commencement Date                       <vestingstartdate:>\n\n           Exercise Price per Share                        <exerciseprice:>\n\n           Total Number of Shares Granted                  <sharesgranted:>\n\n           Total Exercise Price                           <totalexerciseprice:>\n\n           Expiration Date                                 <expirdate:>\n\n           Vesting Schedule: This Option may be exercised, in whole or in part,\n           in accordance with the following schedule and the Acceleration of\n           Vesting Schedule set forth below: 25% of the Shares subject to the\n           Option shall vest on the twelve (12) month anniversary of the Vesting\n           Commencement Date and 1\/48th of the total number of Shares subject to\n           the Option shall vest on the  <monthvestdate:> of each month\n           thereafter.\n\n           Acceleration of Vesting Schedule: In the event Optionee's Continuous\n           Status as a Director is terminated without Cause in connection with\n           or within three (3) months following a Change of Control, an\n           additional 25% of the Shares subject to the Option shall vest.\n           Notwithstanding the foregoing, in no event shall Optionee be entitled\n           to exercise a number of shares under this Option in excess of the\n           Total Number of Shares Granted set forth above.\n\n\n\n\n                                      -10-\n\n\n           Definitions:\n\n                     For purposes of this Agreement, 'Change of Control' shall\n           have the meaning set forth in Section 2(b) of the 1999 Directors'\n           Stock Option Plan.\n\n                     For purposes of this Agreement, 'Cause' for Optionee's\n           termination of Continuous Status as a Director will exist at any time\n           after the happening of one or more of the following events:\n\n                               (a) Optionee's willful misconduct or gross\n                     negligence in performance of his duties hereunder;\n\n                               (b) Dishonest or fraudulent conduct, a deliberate\n                     attempt to do an injury to the Company, or conduct that\n                     materially discredits the Company or is materially\n                     detrimental to the reputation of the Company, including\n                     conviction of a felony; or\n\n                               (c) Optionee's incurable material breach of any\n                     element of the Company's Confidential Information and\n                     Invention Assignment Agreement, including without\n                     limitation, Optionee's theft or other misappropriation of\n                     the Company's proprietary information.\n\nTermination Period: This Option may be exercised for 90 days after termination\nof Optionee's Continuous Status as a Director, or such longer period as may be\napplicable upon death or Disability of Optionee as provided in the Plan, but in\nno event later than the Expiration Date as provided above.\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 1999 Directors' Stock Option Plan and the\nNonstatutory Stock Option Agreement, all of which are attached and made a part\nof this document.\n\n\nOPTIONEE:                                      ACCRUE SOFTWARE, INC.\n\n\n\n--------------------------                     By:\nSignature                                         --------------------------\n\n\n\n--------------------------                     Title:\nPrint Name                                           -----------------------\n\n\n\n\n                                      -11-\n\n\n                              ACCRUE SOFTWARE, INC.\n\n                       NONSTATUTORY STOCK OPTION AGREEMENT\n\n\n\n           1. GRANT OF OPTION. The Board of Directors of the Company hereby\ngrants to the Optionee named in the Notice of Stock Option Grant attached as\nPart I of this Agreement (the 'Optionee'), an option (the 'Option') to purchase\na number of Shares, as set forth in the Notice of Stock Option Grant, at the\nexercise price per share set forth in the Notice of Stock Option Grant (the\n'Exercise Price''), subject to the terms and conditions of the 1999 Directors'\nStock Option Plan (the 'Plan'), which is incorporated herein by reference.\n(Capitalized terms not defined herein shall have the meanings ascribed to such\nterms in the Plan.) In the event of a conflict between the terms and conditions\nof the Plan and the terms and conditions of this Nonstatutory Stock Option\nAgreement, the 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\nits term in accordance with the Vesting Schedule set out in the Notice of Stock\nOption Grant and the applicable provisions of the Plan and this Nonstatutory\nStock Option Agreement. In the event of Optionee's death, disability or other\ntermination of Optionee's employment or consulting relationship, the\nexercisability of the Option is governed by the applicable provisions of the\nPlan and this Nonstatutory Stock Option Agreement.\n\n                     (b) METHOD OF EXERCISE. This Option is exercisable by\ndelivery of an exercise notice, in the form attached as Exhibit A (the 'Exercise\nNotice'), which shall state the election to exercise the Option, the number of\nShares in respect of which the Option is being exercised (the 'Exercised\nShares'), and such other representations and agreements as may be required by\nthe Company pursuant to the provisions of the Plan. The Exercise Notice shall be\nsigned by the Optionee and shall be delivered in person or by certified mail to\nthe Secretary of the Company. The Exercise Notice shall be accompanied by\npayment of the aggregate Exercise Price as to all Exercised Shares. This Option\nshall be deemed to be exercised upon receipt by the Company of such fully\nexecuted Exercise Notice accompanied by such aggregate Exercise Price.\n\n                     No Shares shall be issued pursuant to the exercise of this\nOption unless such issuance and exercise complies with all relevant provisions\nof law and the requirements of any stock exchange or quotation service upon\nwhich the Shares are then listed. Assuming such compliance, for income tax\npurposes the Exercised Shares shall be considered transferred to the Optionee on\nthe date the Option is exercised with respect to such Exercised Shares.\n\n           3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall\nbe by any of the following, or a combination thereof, at the election of the\nOptionee:\n\n                     (a) cash;\n\n\n\n\n                                      -12-\n\n\n\n\n                     (b) check;\n\n                     (c) delivery of a properly executed exercise notice\ntogether with such other documentation as the Administrator and the broker, if\napplicable, shall require to effect an exercise of the Option and delivery to\nthe Company of the sale or loan proceeds required to pay the exercise price; or\n\n                     (d) surrender of other Shares which (i) in the case of\nShares acquired upon exercise of an option, have been owned by the Optionee for\nmore than six (6) months on the date of surrender, and (ii) have a Fair Market\nValue on the date of surrender equal to the aggregate Exercise Price of the\nExercised Shares.\n\n           4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred\nin any manner otherwise than by will or by the laws of descent or distribution\nor pursuant to a domestic relations order (as defined by the Code or the rules\nthereunder) and may be exercised during the lifetime of Optionee only by the\nOptionee or a transferee permitted by Section 10 of the Plan. The terms of the\nPlan and this Nonstatutory Stock Option Agreement shall be binding upon the\nexecutors, administrators, heirs, successors and assigns of the Optionee.\n\n           5. TERM OF OPTION. This Option may be exercised only within the term\nset out in the Notice of Stock Option Grant, and may be exercised during such\nterm only in accordance with the Plan and the terms of this Nonstatutory Stock\nOption Agreement.\n\n           6. TAX CONSEQUENCES. Set forth below is a brief summary of certain\nfederal tax consequences relating to this Option under the law in effect as of\nthe date of grant. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND\nREGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT HIS OR HER OWN TAX\nADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.\n\n                     (a) EXERCISING THE OPTION. Since this Option does not\nqualify as an incentive stock option under Section 422 of the Code, the Optionee\nmay incur regular federal income tax liability upon exercise. The Optionee will\nbe treated as having received compensation income (taxable at ordinary income\ntax rates) equal to the excess, if any, of the fair market value of the\nExercised Shares on the date of exercise over their aggregate Exercise Price.\n\n                     (b) DISPOSITION OF SHARES. If the Optionee holds the Option\nShares for more than one year, gain realized on disposition of the Shares will\nbe treated as long-term capital gain for federal income tax purposes. The\nlong-term capital gain will be taxed for federal income tax purposes at a\nmaximum rate of 20 percent.\n\n\n\n                                      -13-\n\n\n           By your signature and the signature of the Company's representative\nbelow, you and the Company agree that this Option is granted under and governed\nby the terms and conditions of the Plan and this Nonstatutory Stock Option\nAgreement. Optionee has reviewed the Plan and this Nonstatutory Stock Option\nAgreement in their entirety, has had an opportunity to obtain the advice of\ncounsel prior to executing this Nonstatutory Stock Option Agreement and fully\nunderstands all provisions of the Plan and Nonstatutory Stock 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 Nonstatutory Stock Option Agreement.\n\n\n                                               ACCRUE SOFTWARE, INC.\n\n\n--------------------------                     By:\n <optionee:>                                      --------------------------\n\n                                               Title:\n                                                     -----------------------\n\n\n\n                                CONSENT OF SPOUSE\n\n\n           The undersigned spouse of Optionee has read and hereby approves the\nterms and conditions of the Plan and this Nonstatutory Stock Option Agreement.\nIn consideration of the Company's granting his or her spouse the right to\npurchase Shares as set forth in the Plan and this Nonstatutory Stock Option\nAgreement, the undersigned hereby agrees to be irrevocably bound by the terms\nand conditions of the Plan and this Nonstatutory Stock Option Agreement and\nfurther agrees that any community property interest shall be similarly bound.\nThe undersigned hereby appoints the undersigned's spouse as attorney-in-fact for\nthe undersigned with respect to any amendment or exercise of rights under the\nPlan or this Nonstatutory Stock Option Agreement.\n\n\n\n                                               --------------------------\n                                               Spouse of Optionee\n\n\n\n                                      -14-\n\n\n                                    EXHIBIT A\n\n                               NOTICE OF EXERCISE\n\n\n\nTo:           Accrue Software, Inc.\n\nAttn:         Stock Option Administrator\n\nSubject:      Notice of Intention to Exercise Stock Option\n\n\n           This is official notice that the undersigned ('Optionee') intends to\nexercise Optionee's option to purchase __________ shares of Accrue Software,\nInc. Common Stock, under and pursuant to the Company's 1999 Directors' Stock\nOption Plan and the Nonstatutory Stock Option Agreement dated _______________,\nas follows:\n\n           Grant Number:             __________________________________________\n\n           Date of Purchase:         __________________________________________\n\n           Number of Shares:         __________________________________________\n\n           Purchase Price:           __________________________________________\n\n           Method of Payment of\n           Purchase Price:           __________________________________________\n\n           Social Security No.:      __________________________________________\n\n\n           The shares should be issued as follows:\n\n                     Name:     __________________________\n\n                     Address:  __________________________\n\n                               __________________________\n\n                               __________________________\n\n                               __________________________\n\n                               __________________________\n\n\n                     Signed:   __________________________\n\n                     Date:     __________________________\n\n\n\n\n                                      -15-\n\n<\/optionee:><\/monthvestdate:><\/expirdate:><\/totalexerciseprice:><\/sharesgranted:><\/exerciseprice:><\/vestingstartdate:><\/grantdate:><\/optioneeaddress2:><\/optioneeaddress1:><\/optionee:><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6556],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9543],"class_list":["post-38331","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-accrue-software-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\/38331","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=38331"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38331"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38331"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38331"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}