Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report for the Year Ended 1/31/96 51 216K
2: EX-10.07 Employment Agreement, 7/20/95 W/ Edwin R.Addison 8± 43K
3: EX-10.09 Conquest Incentive Stock Option Plan, 8/19/93 5± 27K
4: EX-10.10 Office Lease/Little Patuxent Pkwy, Columbia, Md 31 175K
5: EX-10.11 Office Lease (1959 Palomar Oaks Way, Carlsbad, Ca) 30± 114K
6: EX-10.12 Office Lease (1921 Gallows Rd, Vienna, Va) 9 52K
7: EX-22.01 Subsidiaries of Excalibur Technologies Corporation 1 6K
8: EX-23.01 Consent of Arthur Andersen LLP 1 6K
9: EX-23.02 Consent of Price Waterhouse LLP 1 7K
10: EX-27 Article 5 FDS Filed With Form 10-K 1 8K
EX-10.09 — Conquest Incentive Stock Option Plan, 8/19/93
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CONQUEST SOFTWARE, INC. STOCK OPTION PLAN
ConQuest Software, Inc., a Maryland corporation, (the "Company") hereby
adopts the following Stock Option Plan, to be known as the ConQuest Software,
Inc. Stock Option Plan (the "Plan").
1. PURPOSE. The Plan is intended to promote the interests of the Company
and its subsidiaries by providing the employees of the Company and such other
persons as determined by the Board of Directors an additional financial
incentive and, through stock ownership, increase their proprietary interest in
the success of the Company and promote their continuity of association with the
Company.
2. STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in
paragraph 7 herein, the stock subject to the provisions of this Plan and
reserved for issuance hereunder shall consist of Seven hundred fifty thousand
(750,000) shares of the Company's common stock. The Stock to be optioned
hereunder may either be authorized and unissued stock or stock reacquired by the
Company as treasury stock. In the event any option granted hereunder shall
expire, terminate or be forfeited for any reason without having been exercised
in full, the unpurchased shares covered thereby shall be added to the shares
otherwise available for options hereunder.
3. ELIGIBILITY. Options shall be granted hereunder at the discretion of
the Board of Directors of the Company (the "Board") to any individual who is an
employee or a director of the Company, or such other person as determined by the
Board on the date of grant; provided, however, that Qualified Stock Options may
be granted hereunder only to individuals who are employees of the Company at the
time of grant. In no event shall a Qualified Stock Option be granted to any
person who, at the time of grant, owns stock possessing more than a ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of its parent or subsidiary corporations (hereinafter referred to as a
"ten-percent shareholder"); provided, however, that this restriction shall not
apply if at the time of grant the option price is not less than 110% of the fair
market value of the Stock subject to the option and such option is not
exercisable after the expiration of five (5) years from the date of grant.
4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by
the Board; provided, however, that the Board shall have authority, at its
discretion, to create a Stock Option or Compensation
Committee ( the "Committee") which shall consist of not less than two (2) Board
members designated from time to time by the Board. The Committee, if created,
shall have full authority to administer the Plan, subject to the requirement of
reporting to the Board at least annually as to the number and extent of any
options granted and the recipients thereof. All questions of interpretation and
construction of the Plan and of any options issued under it shall be determined
by a majority of the Board, or by a majority of the Committee, if created, and
the determination of such majority shall be final, binding and conclusive upon
all persons. No member of the Board or Committee shall be liable for any action
or determination made in good faith, and the members shall be entitled to
indemnification and reimbursement to the extent and as provided in the Company's
bylaws and Articles of Incorporation. The Plan shall be administered so as to
qualify stock options designated as Qualified Stock Options under the Plan as
"Incentive Stock Options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
5. EFFECTIVE DATE AND AWARD OF OPTIONS. This Plan which was adopted by the
Company and became effective on the 1st day of February, 1991 (the "Effective
Date"), shall be subject to approval by a majority vote of the stockholders of
the Company as required by Code Section 422(b)(1). Options may be granted
hereunder from time to time after the Effective Date and prior to the expiration
of ten (10) years from the Effective Date. No specific option as to any employee
or any other person shall be effective unless specific Board or Committee action
conferring said option has been taken and nothing in this Plan shall PER SE be
construed as the grant of an option to any person. Options under this Plan shall
be designated by the Board or Committee at the time of the grant as either a
Qualified Stock Option or a Nonqualified Stock Option. Any option granted shall
be formalized by a written agreement substantially in the form of the Option
Agreement which is attached hereto as Exhibit "A" (for Qualified Stock Options)
or exhibit "B" (for Nonqualified Stock Options), and executed by or on behalf of
the Company and the person to whom such option is granted. Qualified Stock
Options are intended to comply with Section 422 of the Code as "Incentive Stock
Options." All other options granted under this Plan are Nonqualified Stock
Options.
6. OPTION PRICES. The purchase price of the shares of Common Stock which
are covered by all options granted hereunder shall be not less than the fair
market value of the Stock at the time such option is granted. If the Board or
the Committee does not establish a specific purchase price per share at the time
of grant, the purchase price per share shall be equal to the fair market value
of a share of Stock on the date of grant of the option. With regard to any
specific option, the Board or Committee shall determine the option price within
these guidelines.
7. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares
of Stock of the Company are increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company or
of another corporation, by reason of a reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividend payable in capital stock, appropriate adjustment shall be made by the
Board or Committee in the number and kind of shares for the purchase of which
options may be granted under the Plan, including the maximum number or amount
that may be granted to any one participant. In addition, the Board or Committee
shall make appropriate adjustment in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised, shall be exercisable,
to the end that the optionee's proportionate interest shall be maintained as
before the occurrence of such event. Such adjustment in outstanding options
shall be made without change in the total price applicable to the unexercised
portion of the option and with a corresponding adjustment in the option price
per share; provided, however, that each such adjustment in the number and kind
of shares subject to outstanding options, including any adjustments in the
option price, shall be made in such manner so that this Plan and the stock
options designated as Qualified Stock Options granted and to be granted
hereunder shall continue to qualify under Code Section 422. Any such adjustment
made by the Board or Committee shall be conclusive.
8. EXERCISE RESTRICTIONS.
(a) IN GENERAL: Subject to the vesting provisions described in
Sections 8(b) and 8(c), no option granted hereunder shall be exercisable prior
to the expiration of one (1) year from the date of grant, nor after the
expiration of ten (10) years from the date of grant except that in the event a
Qualified Stock Option is granted to a "ten-percent shareholder" (as
herein-above defined), in which case such option, by its terms, may not be
exercisable after the expiration of five (5) years from the date of grant;
provided, however, that within these parameters the Board or Committee may
prescribe the expiration date or term of each option granted hereunder. The
aggregate fair market value (determined at the time the option is granted) of
the Stock with respect to which Qualified Stock Options granted under this Plan
are exercisable for the first time by an optionee during any calendar year
(under all such plans of the optionee's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000.
(b) VESTING OF QUALIFIED STOCK OPTIONS: Subject to Section 8(a),
each optionee shall acquire the right to exercise the Qualified Stock Options
granted to him by completing twelve months of service with the Company, its
parent and subsidiaries, such that upon completion of the service specified, and
optionee may, subject to all other terms hereof, exercise the Qualified Stock
Options.
(c) VESTING OF NONQUALIFIED STOCK OPTIONS: Subject to Section 8(a),
each optionee shall immediately acquire the right to exercise the Nonqualified
Stock Options granted to him, subject to all other terms hereof, and is fully
vested in his Nonqualified Stock Options.
(d) BOARD OR COMMITTEE DISCRETION: Notwithstanding Sections 8(b) and
(c), the Board or the Committee may, in its discretion, grant Qualified Stock
Options or Nonqualified Stock Options with a different vesting schedule, even if
that vesting schedule is less favorable than provided in sections 8(b) and (c),
but such vesting schedule must be contained in the Agreement executed as
provided in Section 5. However, the limitations in Section 8(a) may not be
waived or modified under this Section 8(d).
9. METHOD OF EXERCISE.
(a) IN GENERAL: To the extent that the right to purchase shares by
the exercise of options has accrued hereunder, part or all of an option may be
exercised from time to time by the optionee's delivery of a signed, written
notice to the Company stating the number of shares with respect to which the
option is being exercised. The shares purchased shall be delivered and payment
therefore made thirty (30) days after the giving of such notice unless an
earlier date shall have been mutually agreed upon. At the time of delivery and
payment the Company shall, without transfer or issue tax to the optionee (or
other person entitled to exercise the option), deliver to the optionee (or other
person entitled to exercise the option) at the main office of the Company, or
such other place as shall be mutually acceptable, a certificate or certificates
for such shares out of theretofore authorized but unissued shares or reacquired
shares of its Stock, as the Company may elect, against payment of the option
price in full for the number of shares to be delivered by certified or bank
cashier's check. If the optionee (or other person entitled to exercise the
option) fails to accept delivery of or pay for all or any part of the number of
shares specified in such notice upon tender of delivery thereof, his right to
exercise the option with respect to such undelivered or non-paid shares may be
terminated at the discretion of the Board or Committee.
(b) NONQUALIFIED STOCK OPTIONS: The exercise of Nonqualified Stock
Options shall be as provided in Section 9(a), as modified by this Section 9(b).
Holders of Nonqualified Stock Options shall be entitled, at or prior to the time
the written notice provided for in section 9(a) is delivered to the Company, to
elect to have the Company withhold from the shares of Stock to be delivered upon
exercise of the Nonqualified Stock Option that number of shares of Stock
(determined based on the fair market value of a share of Stock on the date the
notice set forth in section 9(a) is received by the Company) necessary to
satisfy any withholding taxes attributable to the exercise of the Nonqualified
Stock Option. Alternatively, such holder of a Nonqualified Stock Option may
elect to deliver previously owned shares of common stock upon exercise of the
Nonqualified Stock Option to satisfy any withholding taxes attributable to the
exercise of the Nonqualified Stock Option. The maximum amount that an optionee
may elect to have withheld from the shares of Stock otherwise deliverable upon
exercise shall be equal to the minimum federal and state withholding.
Notwithstanding the foregoing provisions, the Board or Committee may include in
the Nonqualified Stock Option Agreement relating to any such Nonqualified Stock
Option provisions limiting or eliminating the Option holder's ability to pay his
withholding tax obligation with shares of Stock or, if no such provisions are
included in the Agreement but in the opinion of the Board or Committee such
withholding would have an adverse tax or accounting effect to the Company, at or
prior to exercise of the Nonqualified Stock Option the Board or Committee may so
limit or eliminate the optionee's ability to pay his withholding tax obligation
with shares of Stock.
10. TRANSFERABILITY OF OPTIONS. An option shall not be transferable,
except, in the event of the optionee's death, by will or the laws of descent
and distribution, and an option may be exercised during the lifetime of an
employee only by him.
11. TERMINATION OF EMPLOYMENT. In the event the employment, with the
Company or a parent or subsidiary of the Company, of an employee to whom an
option has been granted shall terminate for any reason, his vested options may
be exercised only within ninety (90) days after the date of termination,
notwithstanding the fact that, but for such termination, the option would have
extended for a longer period. If an employee to whom an option has been granted
shall die or become disabled, during the term of his employment by the Company
or any of its subsidiaries, or within ninety (90) days thereafter, such option
may be exercised (but only to the extent that the employee could have done so on
the date of his death or his disability), at any time within one (1) year after
the termination of employment. In any event an option shall not be exercisable
by anyone after the date of expiration of the option period.
12. SECURITIES REGISTRATION. Neither the options granted hereunder nor the
shares of the Company which may be acquired pursuant to such options are
registered under the securities laws of the United States, or any state thereof,
and upon issuance, the shares of stock will be "restricted," as that term is
defined by the Securities Act of 1933, for United States securities law
purposes. The shares of stock, upon acquisition, will not be transferable,
pursuant to such Act, without the registration thereof under the Securities Act
of 1933 and any applicable state securities laws, or an opinion of counsel to
the Company that such registration is not required. Each participant shall agree
to hold the shares acquired by his exercise of the options granted hereunder for
investment purposes only and not with a view to or for resale, transfer or other
distribution thereof to any other person or entity, and he shall deliver to the
Company, upon exercise, a certificate to that effect and an investment letter in
form approved by the Company's counsel. In the event that the company shall
nevertheless deem it necessary to register under the Securities Act of 1933 or
other applicable statutes, any shares with respect to which an option shall have
been exercised, or to qualify any such shares for exemption from the Securities
Act of 1933, then the Company shall take such action at its own expense before
delivery of such shares.
13. RIGHTS AS A STOCKHOLDER. An optionee shall have no rights as a
stockholder with respect to any shares covered by his option until the date of
issuance of a stock certificate to him for such shares. No adjustment, other
than as may be required by the terms of numerical paragraph seven (7) above,
shall be made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued. Notwithstanding any other
provision in this Plan, all options under this Plan shall be granted on the
condition that, upon exercise of the option, the shares of common stock and the
optionee are subject to the Shareholders Agreement which is attached hereto as
Exhibit "C", or any successor thereto, as if the optionee had executed the
Shareholders Agreement, and the shares issued upon exercise of the option shall
bear any restrictive legend required by said agreement.
14. EFFECTIVE DATE AND TERMINATION OF PLAN. The Board of Directors
may terminate this Plan at any time. Termination of the Plan will not affect
rights and obligations theretofore granted and then in effect.
15. AMENDMENT OF PLAN. The Board of Directors may at any time amend the
Plan, provided that without approval of stockholders there shall be, except by
operation of the provisions of paragraph 7 above, no increase in the total
number of shares covered by the Plan or which may be sold pursuant to options
granted hereunder to any one person, there shall be no change in the class of
employees eligible to receive options granted under the Plan, there shall be no
reduction in the option price, and there shall be no extension of the latest
date upon which options may be exercised, and provided further that no amendment
may affect, without the consent of the optionee, then outstanding options or any
unexercised portions thereof.
16. USE OF PROCEEDS. The proceeds from the sale of stock pursuant to
options granted under the Plan shall constitute general funds of the Company.
17. QUALIFICATION OF PLAN. The Qualified Stock Options granted hereunder
are intended in all respects to comply with the terms of Code Section 422 and
the Plan, as it relates to Qualified Stock Options, shall be so administered. To
the extent not expressly set forth herein, the necessary applicable provisions
of said Code Section 422 are incorporated herein by this reference.
18. PARENT AND SUBSIDIARY CORPORATIONS. For purposes of this Plan
and any option agreement executed pursuant hereto, the terms "parent" and
"subsidiary" corporations shall be defined as set forth in Code Sections
425(a) and 425(f), respectively.
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Signed this 19th day of August, 1993.
CONQUEST SOFTWARE, INC.
/s/ Dag Jensen By: /s/ Edwin R. Addison
------------------------------- ---------------------------------------
Financial Officer President
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