2001 Employee Stock Option Plan - I-many Inc.
I-MANY, INC.
2001 EMPLOYEE STOCK OPTION PLAN
1. Purpose
The purpose of this 2001 Employee Stock Option Plan (the "Plan") of
I-many, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code").
2. ELIGIBILITY
All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options (an "Award") under the Plan. Each person who has
been granted an Award under the Plan shall be deemed a "Participant."
Notwithstanding the foregoing, the number of options which may be granted to
officers and directors of the Company under the Plan may not exceed 25,000
shares in the aggregate.
3. ADMINISTRATION, DELEGATION
(a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.
(b) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall
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mean the Board or a Committee of the Board to the extent that the Board's powers
or authority under the Plan have been delegated to such Committee.
4. STOCK AVAILABLE FOR AWARDS. Subject to adjustment under Section 6, Awards
may be made under the Plan for up to 1,000,000 shares of common stock, $0.0001
par value per share, of the Company (the "Common Stock"). If any Award expires
or is terminated, surrendered or canceled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being
issued, the unused Common Stock covered by such Award shall again be available
for the grant of Awards under the Plan. Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares or treasury shares.
5. STOCK OPTIONS
(a) GENERAL. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. All Options shall be deemed to be non-statutory options
and shall not qualify as incentive stock options under Section 422 of the
Internal Revenue Code.
(b) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.
(c) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement provided, however, that no Option will be granted
for a term in excess of 10 years.
(d) EXERCISE OF OPTION. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(e) for the number of
shares for which the Option is exercised.
(e) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;
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(3) to the extent permitted by the Board, in its sole discretion by
(i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or
(4) by any combination of the above permitted forms of payment.
6. ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS
(a) CHANGES IN CAPITALIZATION. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number and class of securities and exercise price per share subject to
each outstanding Option, and (iii) the terms of each other outstanding Award
shall be appropriately adjusted by the Company (or substituted Awards may be
made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 6(a) applies and Section 6(c) also applies to any event, Section 6(c)
shall apply to such event, and this Section 6(a) shall not apply.
(b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation or
dissolution of the Company, the Board shall, upon written notice to the
Participants, provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date.
(c) REORGANIZATION EVENTS.
(1) DEFINITION. A "Reorganization Event" shall mean: (a) any merger
or consolidation of the Company with or into another entity as a result of which
all of the Common Stock of the Company is converted into or exchanged for the
right to receive cash, securities or other property or (b) any exchange of all
of the Common Stock of the Company for cash, securities or other property
pursuant to a share exchange transaction.
(2) CONSEQUENCES OF A REORGANIZATION EVENT ON OPTIONS. Upon the
occurrence of a Reorganization Event, or the execution by the Company of any
agreement with respect to a Reorganization Event, the Board shall provide that
all outstanding Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof). For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Reorganization Event, the Option confers the right
to purchase, for each share of Common Stock subject to the Option immediately
prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock
held immediately prior to the consummation of the Reorganization Event (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if the
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consideration received as a result of the Reorganization Event is not solely
common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise of
Options to consist solely of common stock of the acquiring or succeeding
corporation (or an affiliate thereof) equivalent in fair market value to the per
share consideration received by holders of outstanding shares of Common Stock as
a result of the Reorganization Event.
Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options, then the Board shall, upon written notice to the Participants, provide
that all then unexercised Options will become exercisable in full as of a
specified time prior to the Reorganization Event and will terminate immediately
prior to the consummation of such Reorganization Event, except to the extent
exercised by the Participants before the consummation of such Reorganization
Event; provided, however, that in the event of a Reorganization Event under the
terms of which holders of Common Stock will receive upon consummation thereof a
cash payment for each share of Common Stock surrendered pursuant to such
Reorganization Event (the "Acquisition Price"), then the Board may instead
provide that all outstanding Options shall terminate upon consummation of such
Reorganization Event and that each Participant shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of Common Stock subject to
such outstanding Options (whether or not then exercisable), exceeds (B) the
aggregate exercise price of such Options.
7. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.
(b) DOCUMENTATION. Each Award shall be evidenced by a written instrument
in such form as the Board shall determine. Each Award may contain terms and
conditions in addition to those set forth in the Plan.
(c) BOARD DISCRETION. Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.
(d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator or guardian or the person designated to receive
amounts due to the Participant or to exercise the rights of the Participant in
the event of the
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Participant's death (or, in the absence of such a designation, the Participant's
estate) (the "Designated Beneficiary") may exercise rights under the Award.
(e) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their fair market value as determined by (or in a manner approved by) the Board
in good faith ("Fair Market Value"). The Company may, to the extent permitted by
law, deduct any such tax obligations from any payment of any kind otherwise due
to a Participant.
(f) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, and changing the date of exercise or
realization, provided that the Participant's consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.
(g) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan until (i) all conditions
of the Award have been met or removed to the satisfaction of the Company, (ii)
in the opinion of the Company's counsel, all other legal matters in connection
with the issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market
rules and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws, rules or
regulations.
(h) ACCELERATION. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part.
8. MISCELLANEOUS
(a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.
(b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record
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holder of such shares. Notwithstanding the foregoing, in the event the Company
effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to such Option are adjusted
as of the date of the distribution of the dividend (rather than as of the record
date for such dividend), then an optionee who exercises an Option between the
record date and the distribution date for such stock dividend shall be entitled
to receive, on the distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise, notwithstanding the
fact that such shares were not outstanding as of the close of business on the
record date for such stock dividend.
(c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board. No Awards shall be granted under
the Plan after the completion of ten years from the date on which the Plan was
adopted by the Board, but Awards previously granted may extend beyond that date.
(d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.
(e) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.
(f) SCHEDULES APPLICABLE TO ELIGIBLE UK EMPLOYEES. Attached hereto are
Schedules to the Plan relating to the grant of Options to Eligible UK Employees.
Such Schedules shall constitute a part of this Plan.
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SCHEDULE
(APPROVED BY THE INLAND REVENUE ON [ ] 2001 UNDER REFERENCE X21907)
TO
THE I-MANY, INC.
2001 EMPLOYEE STOCK INCENTIVE PLAN
(A) This Schedule shall form part of the rules of the I-many, Inc. 2001
Employee Stock Option Plan ("Plan").
(B) In this Schedule the words and expressions defined herein shall have the
same meaning when used in this Schedule and the provisions of the Plan
shall apply to the provisions of this Schedule except where expressly
varied herein.
(C) For the purposes of this Schedule, the following terms shall have the
following meanings:-
"APPROPRIATE PERIOD" the meaning given by Paragraph 15(2)
of Schedule 9 to ICTA 1988;
"ASSOCIATED COMPANY" an associated company of the Company
within the meaning that expression bears in
Section 187(2) of ICTA 1988;
"CLOSE COMPANY" a close company as defined in
Section 414(1) ICTA 1988 as varied by
paragraph 8 of Schedule 9 to ICTA 1988;
"CONTROL" the meaning given by Section 840 ICTA 1988;
"DATE OF GRANT" the date on which an Option is, was
or is to be granted under the Plan;
"ELIGIBLE UK EMPLOYEE" any individual who:
(1) at the Date of Grant is a director
(who is required to work at least 25
hours a week exclusive of meal breaks)
or an employee of a Participating
Company; and
(2) has not at the Date of Grant, and has
not had within the preceding 12
months, a Material
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Interest in a Close Company which is:
(i) the Company; or
(ii) a company which has Control of
the Company or is a Member of a
Consortium which owns the
Company;
"EXERCISE PRICE" the price per Share, as determined by
the Board, at which an Eligible UK Employee
may acquire Shares upon the exercise of an
Option being not less than:-
(1) the Market Value of a Share:-
(i) subject to (ii) below, on the
day immediately preceding the
Date of Grant; or
(ii) if the Board so determines, at
such earlier time or times as
the Board may determine (with
previous agreement in writing
of the Inland Revenue); and
(2) if the Shares are to be subscribed,
their nominal value;
but subject to any adjustment pursuant to
Section 6(a) as amended by this Schedule;
"ICTA 1988" the Income and Corporation Taxes Act 1988;
"INDIVIDUAL APPROVED the limit specified from time to time in
OPTION LIMIT" paragraph 28 of Schedule 9 to ICTA 1988;
"LONDON STOCK EXCHANGE" the London Stock Exchange plc or any
successor company or body carrying on
the business of the London Stock Exchange
plc;
"MARKET VALUE" in relation to a Share on any day:-
(1) if and so long as the Shares are
listed on the London Stock Exchange or
the New York Stock Exchange, its
middle market quotation; or
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(2) subject to (1) above, its market
value, determined in accordance with
Part VIII of the Taxation of
Chargeable Gains Act 1992 and agreed
in advance with the Shares Valuation
Division of the Inland Revenue;
"MATERIAL INTEREST" the meaning given by Section 187(3) ICTA 1988;
"MEMBER OF A CONSORTIUM" the meaning given in Section 187(7) ICTA 1988;
"OPTION TERM" the period from the first anniversary
of the Date of Grant until the day prior to
tenth anniversary of the Date of Grant, or
such other period as the Board shall
determine in relation to an Option, expiring
no later than the day prior to the tenth
anniversary of the Date of Grant;
"ORIGINAL MARKET VALUE" in relation to any Share to be
taken into account for the purposes of the
limit in Section 5(a)(2) as amended by this
Schedule, its Market Value as determined for
the purposes of the relevant grant of options;
"PARTICIPATING COMPANY" (1) the Company; and
(2) any other company which is under the
Control of the Company or is a
Subsidiary of the Company;
"SHARE" an ordinary share in the capital of the
Company which complies with the conditions of
paragraphs 10-14 of Schedule 9 to ICTA 1988;
"SUBSIDIARY" the meaning given by Sections 736 and 736A of
the Companies Act 1985;
"UK PARTICIPANT" a director or employee, or former
director or employee, to whom an Option under
this Schedule has been granted or (where the
context so admits or requires) the personal
representatives of any such person.
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(D) For the purposes of this Schedule the following Sections in the Plan
shall be amended, modified or deleted as follows:-
1. Section 2 shall not apply to this Schedule.
2. Section 5(a) of the Plan shall not apply to this Schedule and
shall be replaced by the following:
"(1) Subject to this Section 5, the Board may grant options to
any Eligible UK Employee to purchase Shares (each, an
"Option") and determine the number of Shares to be covered
by each Option at the Date of Grant and the Exercise Price
of each option. The Board may grant an Option subject to
such objective condition or conditions as it in its
discretion thinks fit which must (save as otherwise
provided in the Plan) be fulfilled before the Option
(other than a New Option under Section 6(c)) may be
exercised. Any such condition must be stated in writing at
the Date of Grant. No such condition may subsequently be
varied or waived unless events happen which cause the
Board to determine that any such condition shall have
ceased to be appropriate whereupon the Board may vary or
waive such condition so that any new condition imposed or
any variation is in its opinion fair and reasonable and is
no more difficult to satisfy than the previous condition.
(2) Any Option granted to an Eligible UK Employee shall be
limited to take effect so that immediately following such
grant the aggregate Original Market Value of all Shares
over which he has been granted option rights under this
Schedule or any other share option plan approved under
ICTA 1988 (other than an approved savings-related share
option scheme) adopted by the Company or an Associated
Company, shall not exceed or further exceed the Individual
Approved Option Limit."
3. Section 5(b) shall not apply to this Schedule.
4. Section 5(d) shall not apply to this Schedule and shall be
replaced by the following:
"EXERCISE OF OPTION.
(1) GENERAL. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the
proper person or by any other form of notice (including
electronic notice) approved by the Board together with
payment in full as specified in Section 5(e) for the
number of shares for which the Option is exercised.
(2) MATERIAL INTEREST. An Option may not be exercised by a
UK Participant if he has, or has had at any time within
the 12 month period preceding the date of exercise, a
Material Interest in the issued ordinary share capital
of a Close Company which is the Company or a company
which has Control of the Company or is a Member of a
Consortium which owns the Company."
5. Section 5(e)(3) shall not apply to this Schedule and shall be
replaced by the following:
"to the extent permitted by the Board, in its sole discretion
by payment of such other lawful consideration as the Board may
determine; or"
6. Section 6(a) shall not apply to this Schedule and shall be
replaced by the following:
"The number of Shares over which an Option is granted and the
Option Price thereof may be adjusted in such manner as the Board
shall determine following any capitalisation issue (other than a
scrip dividend), rights issue, subdivision, consolidation,
reduction or other variation of share capital of the Company to
the intent that (as nearly as may be without involving fractions
of a Share or an Exercise Price calculated to more than two
places of decimals) the total Exercise Price payable in respect
of an Option shall remain unchanged, provided that no
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adjustments made pursuant to this Rule shall be made without the
prior approval of the Inland Revenue."
7. Section 6(c)(2) of the Plan shall not apply to this Schedule and
shall be replaced by the following:
"(a) If as a result of a Reorganization Event which falls
within paragraph 15(1) of Schedule 9 to ICTA 1988, a
company (the "Acquiring Company") obtains Control of the
Company any UK Participant may at any time within the
Appropriate Period, by agreement with the Acquiring
Company, release any Option which has not lapsed (the "Old
Option") in consideration of the grant to him of an Option
(the "New Option") which (for the purposes of paragraph 15
of Schedule 9 to ICTA 1988) is equivalent to the Old
Option but relates to shares in a different company
(whether the Acquiring Company itself or some other
company failing which paragraph 10(b) or (c) of Schedule 9
to ICTA 1988).
(b) The New Option shall not be regarded for the purposes of
paragraph 6(c)(2) as equivalent to the Old Option unless
the conditions set out in paragraph 15(3) of Schedule 9 to
ICTA 1988 are satisfied, but so that the provisions of the
Scheme shall for this purpose be construed as if:-
(A) the New Option were an option granted under the
Plan at the same time as the Old Option;
(B) except for the purposes of the definitions of
"Participating Company" and "Subsidiary", the
reference to "I-many, Inc." in the definition of
the Company in Section 1 of the Plan were a
reference to the different company mentioned in
paragraph 6(c)(2)(a).
(c) Notwithstanding paragraphs 6(c)(2)(a) and (b) above, if
the Acquiring Company does not agree to the operation of
those provisions then the Board shall, upon written notice
to the UK Participants, provide that all the then
unexercised Options will become exercisable in full as of
a specified time prior to the Reorganization Event and
will terminate immediately prior to the consummation of
the Reorganization Event, except to the extent exercised
prior to the consummation of such Reorganization Event."
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8. Section 7(a) shall not apply to this Schedule and shall be
replaced by the following:
"No Option granted to a UK Participant under the Plan shall be
capable of being transferred by him or his personal
representatives or of being mortgaged, pledged or encumbered in
any way whatsoever. In the event of any breach or purported
breach of this provision the Option shall lapse immediately. This
Section shall not prevent the personal representatives of a
deceased UK Participant from exercising the Option in accordance
with the Plan."
9. Section 7(d) of the Plan shall not apply to this Schedule and
shall be replaced by the following:
"The Board shall determine the effect on Options of the
disability, death, retirement, authorised leave of absence or
other change in the employment or other status of a UK
Participant and the extent to which, and the period during which,
the UK Participant or the UK Participant's personal
representatives may exercise Options PROVIDED THAT an Option
shall not be capable of exercise by a UK Participant's personal
representatives for a period greater than 12 months after the
date of death."
10. Section 7(f) of the Plan shall not apply to this Schedule.
11. Section 7(g) of the Plan shall not apply to this Schedule and
shall be replaced as follows:
"The Company will not be obligated to deliver any Shares pursuant
to the Plan until (i) all conditions of the Option have been met
or removed to the satisfaction of the Company, (ii) in the
opinion of the Company's counsel, all other legal matters in
connection with the issuance and delivery of such Shares have
been satisfied, including any applicable securities laws and any
applicable stock exchange or stock market rules and regulations,
and (iii) the UK Participant has executed and delivered to the
Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any
applicable laws, rules or regulations. Shares shall be allotted
and issued pursuant to this Schedule within 30 days of the date
of exercise and a definitive share certificate issued to the
optionholder in respect thereof. Save for any rights determined
by reference to a date preceding the date of allotment, such
Shares shall rank pari passu with the other shares of the same
class in issue at the date of allotment."
12. Section 7(h) of the Plan shall not apply to this Schedule.
13. Section 8(d) of the Plan shall not apply to this Schedule and
shall be replaced by the following:
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"The Board may amend, suspend or terminate the Plan or any
portion thereof at any time provided that any amendment to this
Schedule shall not have any effect unless it has been first
approved by the Inland Revenue."
14. Section 9(e) shall not apply to this Schedule and shall be
replaced by the following:
"The provisions of this Schedule and all Options granted under
this Schedule shall be governed by and interpreted in accordance
with the laws of England."
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SCHEDULE
TO
THE I-MANY, INC.
2001 EMPLOYEE STOCK INCENTIVE PLAN
(UNAPPROVED OPTIONS FOR UK EMPLOYEES)
(A) This Schedule shall form part of the rules of the I-many, Inc. 2001
Employee Stock Option Plan ("Plan").
(B) In this Schedule the words and expressions defined herein shall have the
same meaning when used in this Schedule and the provisions of the Plan
shall apply to the provisions of this Schedule except where expressly
varied herein.
(C) For the purposes of this Schedule, the following terms shall have the
following meanings:-
"DATE OF GRANT" the date on which an option over Common Stock
is, was or is to be granted under the Plan to a
UK Unapproved Option Participant;
"EMPLOYER'S NICS" secondary Class 1 national insurance
contributions payable in respect of a gain that
is treated as remuneration derived from the UK
Unapproved Option Participant's employment by
virtue of section 4(4)(a) of the Social Security
Contributions and Benefits Act 1982;
"RELEVANT COMPANY" any company participating in the Plan which in
relation to a UK Unapproved Option Participant
is the company by which he is employed;
"UK UNAPPROVED OPTION a director or employee, or former director or
PARTICIPANT" employee, to whom an Option under this Schedule
has been granted.
(D) For the purposes of this Schedule the following Sections in the Plan
shall be amended, modified or deleted as follows:-
1. Section 5 shall for the purposes of this Schedule be modified by
the addition of the following Section 5(aa):
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"GRANT TO UK UNAPPROVED OPTION PARTICIPANTS. An option to purchase
Common Stock may be granted subject, if the Board so determines,
to the requirement that the UK Unapproved Option Participant
within 28 days of the Date of Grant, shall either (at the Board's
discretion):
(1) have completed and executed an irrevocable agreement (in
such form as determined by the Board) under which the UK
Unapproved Option Participant allows the Relevant Company
to recover from him in the manner set out in Section 7(e)
as amended by this Schedule, the whole or any part of its
liability for Employer's NICs ("Indemnity"); or
(2) have entered into a joint election ("Joint Election") with
the Relevant Company (in such form as determined by the
Board) or agreed with the Company (in such form as
determined by the Board) to enter into such Joint Election
for the whole or part of any liability for Employer's NICs
to be transferred to the UK Unapproved Option Participant
PROVIDED THAT the form of such election and the
arrangements made in that Joint Election for securing that
the liability transferred by the election will be met and
have been approved, prior to the time the election is
entered into, by the Inland Revenue."
2. Section 5 shall for the purposes of this Schedule be modified by
the addition of the following Section 5(dd):
"An Option granted to a UK Unapproved Option Participant shall not
be capable of exercise unless and until the Company has received
from that UK Unapproved Option Participant either an Indemnity or
a Joint Election validly executed by that UK Unapproved Option
Participant."
3. Section 7 shall for the purposes of this Schedule be modified by
the addition of the following Section 7(i):
"An option over Common Stock granted to a UK Unapproved Option
Participant shall lapse:
(1) if prior to the expiry of the period specified in Section
5(aa) the UK Unapproved Option Participant has not, where
required to do so by the Board, satisfied any of the
conditions set out in Section 5(aa); and
(2) if the UK Unapproved Option Participant has failed validly
to execute and return to the Company a Joint Election
within 21 days of being sent a Joint Election."
4. Section 7(e) of the Plan shall for the purposes of this Schedule
be deleted and replaced by the following:
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"Each UK Unapproved Option Participant shall pay to the Company,
or make provision satisfactory to the Board for payment of, all
taxes, duties and/or social security contributions and other
amounts (including any amounts which a UK Unapproved Option
Participant has lawfully agreed or elected to bear) which the
Company, Relevant Company or any other person would be required to
account for to the Inland Revenue or any other taxation authority
(whether UK or otherwise) for or in respect of a UK Unapproved
Option Participant resulting from the grant, holding or exercise
of an Option (together "Withholding Liability"). Except as the
Board may otherwise provide in an Award, when the Common Stock is
registered under the Exchange Act, UK Unapproved Option
Participants may, to the extent then permitted under applicable
law, satisfy such Withholding Liability in whole or in part by
delivery of shares of Common Stock, including shares retained from
the Award creating the Withholding Liability, valued at their Fair
Market Value. The Company may, to the extent permitted by law,
deduct any such Withholding Liability from any payment of any kind
otherwise due to a UK Unapproved Option Participant."
5. Section 9(e) shall not apply to this Schedule and shall be
replaced by the following:
"The provisions of this Schedule and all Options granted under
this Schedule shall be governed by and interpreted in accordance
with the laws of England."
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