1998 Non-Officer Stock Option/Stock Issuance Plan


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 EXHIBIT 10.11 
  
 MICROMUSE INC. 
  
 1998
NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN 
  
 (AS ADOPTED DECEMBER 16, 1998 AND AMENDED THROUGH JUNE 30, 1999) 






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TABLE OF CONTENTS 
  
 
	  	  	 Page
 

	 
	 ARTICLE I.    GENERAL PROVISIONS
 	  	 1
 
	 
	 I.    PURPOSE OF THE PLAN
 	  	 1
 
	 
	 II.    STRUCTURE OF THE PLAN
 	  	 1
 
	 
	 III.    ADMINISTRATION OF THE PLAN
 	  	 1
 
	 
	 IV.    ELIGIBILITY
 	  	 2
 
	 
	 V.    STOCK SUBJECT TO THE PLAN
 	  	 3
 
	 
	 ARTICLE II.    DISCRETIONARY OPTION GRANT PROGRAM
 	  	 3
 
	 
	 I.    OPTION TERMS
 	  	 3
 
	 A.    Exercise Price
 	  	 4
 
	 B.    Exercise and Term of Options
 	  	 4
 
	 C.    Effect of Termination of Service
 	  	 4
 
	 D.    Stockholder Rights
 	  	 5
 
	 E.    Repurchase Rights
 	  	 5
 
	 F.    Limited Transferability of Options
 	  	 6
 
	 
	 II.    CORPORATE TRANSACTION/CHANGE IN CONTROL
 	  	 6
 
	 
	 III.    CANCELLATION AND REGRANT OF OPTIONS
 	  	 8
 
	 
	 IV.    STOCK APPRECIATION RIGHTS
 	  	 8
 
	 
	 ARTICLE III.    STOCK ISSUANCE PROGRAM
 	  	 9
 
	 
	 I.    STOCK ISSUANCE TERMS
 	  	 9
 
	 A.    Purchase Price
 	  	 9
 
	 B.    Vesting Provisions
 	  	 9
 
	 
	 II.    CORPORATE TRANSACTION/CHANGE IN CONTROL
 	  	 10
 
	 
	 III.    SHARE ESCROW/LEGENDS
 	  	 11
 
	 
	 ARTICLE IV.    MISCELLANEOUS
 	  	 11
 
	 
	 I.    FINANCING
 	  	 11
 

 

 
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	 II.    TAX WITHHOLDING
 	  	 12
 
	 
	 III.    EFFECTIVE DATE AND TERM OF THE PLAN
 	  	 12
 
	 
	 IV.    AMENDMENT OF THE PLAN
 	  	 12
 
	 
	 V.    USE OF PROCEEDS
 	  	 13
 
	 
	 VI.    REGULATORY APPROVALS
 	  	 13
 
	 
	 VII.    NO EMPLOYMENT/SERVICE RIGHTS
 	  	 13
 

 

 
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 MICROMUSE INC. 
 1998
NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN 
  
 (As adopted December 16, 1998 and Amended through June 30, 1999)

  
 ARTICLE I 
  
 GENERAL PROVISIONS 
  

	 	I.
	 
	PURPOSE OF THE PLAN 
 

  
 This 1998 Non-Officer Stock Option/Stock Issuance Plan is intended to promote the interests of Micromuse Inc., a Delaware corporation, by providing eligible persons with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation. 
  
 Capitalized terms shall have the meanings assigned to such terms in the attached Appendix. 
  

	 	II.
	 
	STRUCTURE OF THE PLAN 
 

  
 A.    The Plan shall be divided into two separate equity programs: 
  
 (i)  the Discretionary Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted Non-Statutory Options to purchase shares of Common Stock, and 
  
 (ii)  the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator,
be issued shares of Common Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered to the Corporation (or any Parent or Subsidiary). 
  
 B.    The provisions of Articles One and Four shall apply to all equity programs under the Plan and shall accordingly govern the interests of all
persons under the Plan. 
  

	 	III.
	 
	ADMINISTRATION OF THE PLAN 
 

  
 A.    Administration of the Discretionary Option Grant and Stock Issuance Programs with respect to persons eligible to participate in those programs may, at the Board’s
discretion, be vested in the Primary Committee or a Secondary Committee, or the Board may retain the power to administer those programs with respect to all such persons. 
  
 B.    Members of the Primary Committee or any Secondary Committee shall serve for such period of time as the Board may determine and may be removed by
the Board atany time. The Board may also at any time terminate the functions of any Secondary Committee and reassume all powers and authority previously delegated to such committee. 

 







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 C.    Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority to establish such rules and regulations as it may deem appropriate for proper administration of the Discretionary Option Grant and Stock Issuance Programs and to make such
determinations under, and issue such interpretations of, the provisions of such programs and any outstanding options or stock issuances thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all parties who have an interest in the Discretionary Option Grant or Stock Issuance Program under its jurisdiction or any option or stock issuance thereunder. 

 
 D.    Service on the Primary Committee or the Secondary Committee shall constitute service as a Board
member, and members of each such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on such committee. No member of the Primary Committee or the Secondary Committee shall be liable
for any act or omission made in good faith with respect to the Plan or any option grants or stock issuances under the Plan. 
  

	 	IV.
	 
	ELIGIBILITY 
 

  
 A.    The persons eligible to participate in the Discretionary Option Grant and Stock Issuance Programs are as follows: 
  
 (i)  Employees who are not officers of the Corporation or members of the Board, and 
  
 (ii)  consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary). 
  
 B.    Each Plan Administrator shall, within the scope of its administrative jurisdiction under the Plan, have full
authority (subject to the provisions of the Plan) to determine, (i) with respect to the option grants under the Discretionary Option Grant Program, which eligible persons are to receive option grants, the time or times when such option grants are to
be made, the number of shares to be covered by each such grant, the time or times at which each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain
outstanding and (ii) with respect to stock issuances under the Stock Issuance Program, which eligible persons are to receive stock issuances, the time or times when such issuances are to be made, the number of shares to be issued to each
Participant, the vesting schedule (if any) applicable to the issued shares and the consideration to be paid for such shares. Only Non-Statutory Options may be granted under the Plan. 
  
 C.    The Plan Administrator shall have the absolute discretion either to grant options in accordance with the Discretionary Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance Program. 

 
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	 	V.    STOCK
	 
	SUBJECT TO THE PLAN 
 

  
 A.    The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The maximum number of
shares of Common Stock which may be issued over the term of the Plan shall not exceed 600,000 shares. 
  
 B.    No one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than 100,000 shares of Common Stock per calendar year.

  
 C.    Shares of Common Stock subject to outstanding options shall be available for subsequent
issuance under the Plan to the extent (i) the options expire or terminate for any reason prior to exercise in full or (ii) the options are cancelled in accordance with the cancellation-regrant provisions of Section III of Article Two. However,
should the exercise price of an option under the Plan be paid with shares of Common Stock or should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in
connection with the exercise of an option or the vesting of a stock issuance under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is
exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock issuance. 
  
 D.    Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or
class of securities for which any one person may be granted options, separately exercisable stock appreciation rights and direct stock issuances per calendar year and (iii) the number and/or class of securities and the exercise price per share in
effect under each outstanding option in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall be final, binding and conclusive. 
  
 ARTICLE II 
  
 DISCRETIONARY OPTION GRANT PROGRAM 
  

	 	I.
	 
	OPTION TERMS 
 

  
 Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that each such document shall comply with the terms specified below. 

 
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 A.    Exercise Price. 
  
 1.    The exercise price per share shall be fixed by the Plan Administrator and to the extent required by applicable
tax or securities laws, the exercise price per share shall not be less than eighty-five percent (85%) of the Fair Market Value per share of Common Stock on the option grant date; otherwise, the exercise price per share shall be determined in the
sole discretion of the Plan Administrator. 
  
 2.    The exercise price shall become immediately
due upon exercise of the option and shall, subject to the provisions of Section I of Article Four and the documents evidencing the option, be payable in cash or check made payable to the Corporation. Should the Common Stock be registered under
Section 12(g) of the 1934 Act at the time the option is exercised, then the exercise price may also be paid as follows: 
  
 (i)  in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or

  
 (ii)  through a special sale and remittance procedure pursuant to which the Optionee
shall concurrently provide irrevocable written instructions to (a) a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (b) the
Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. 
  
 Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date. 
  
 B.    Exercise and Term of Options.    Each option shall be exercisable at such time or times, during such period and for
such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. However, no option shall have a term in excess of ten (10) years measured from the option grant date or, if required by the
United Kingdom or Australian tax or securities laws, a term in excess of seven (7) years. 
  
 C.    Effect of Termination of Service. 
  
 1.    The
following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death: 
  
 (i)  Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then the Optionee shall have a period of three (3) months following the date of
such cessation of Service during which to exercise each outstanding option held by such Optionee. 

 
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 (ii)  Should Optionee’s Service terminate by
reason of Disability, then the Optionee shall have a period of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. 
  
 (iii)  If the Optionee dies while holding an outstanding option, then the personal representative of his or her
estate or the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance shall have a twelve (12)-month period following the date of the Optionee’s death to exercise such option.

  
 (iv)  Under no circumstances, however, shall any such option be exercisable after the
specified expiration of the option term. 
  
 (v)  During the applicable post-Service
exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. Upon the expiration of the applicable exercise
period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee’s
cessation of Service, terminate and cease to be outstanding to the extent the option is not otherwise at that time exercisable for vested shares. 
  
 (vi) Should the Optionee’s Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to be outstanding. 
  
 2.    The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any
time while the option remains outstanding, to: 
  
 (i)  extend the period of time for which
the option is to remain exercisable following the Optionee’s cessation of Service from the period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the
expiration of the option term, and/or 
  
 (ii)  permit the option to be exercised, during
the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect to one or more
additional installments in which the Optionee would have vested under the option had the Optionee continued in Service. 
  
 D.    Stockholder Rights.    The holder of an option shall have no stockholder rights with respect to the shares subject to the option until such person shall have exercised the option,
paid the exercise price and become a holder of record of the purchased shares. 
  
 E.    Repurchase Rights.    The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares of Common Stock. Should the Optionee cease Service
while holding such unvested shares, the Corporation shall have the right to 

 
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 repurchase, at the exercise price paid per share, any or all of those unvested shares. The terms upon which such repurchase right shall be
exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right. 

 
 F.    Limited Transferability of Options.    During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee’s death. The foregoing notwithstanding, the Plan
Administrator shall have the discretion, exercisable either at the time the option is granted or at any time while the option remains outstanding, to provide for the limited or unlimited transferability of a Non-Statutory Option. 

 

	 	II.
	 
	CORPORATE TRANSACTION/CHANGE IN CONTROL 
 

  
 A.    In the event of any Corporate Transaction, each outstanding option shall automatically accelerate so that each such option shall, immediately prior to the effective date of
the Corporate Transaction, become fully exercisable for all of the shares of Common Stock at the time subject to such option and may be exercised for any or all of those shares as fully-vested shares of Common Stock. However, an outstanding option
shall not so accelerate if and to the extent: (i) such option is, in connection with the Corporate Transaction, either to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of
the capital stock of the successor corporation (or parent thereof), (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares at the time of the
Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to such option or (iii) the acceleration of such option is subject to other limitations imposed by the Plan Administrator at the time of
the option grant. The determination of option comparability under clause (i) above shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. 
  
 B.    All outstanding repurchase rights shall also terminate automatically, and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Corporate Transaction, except to the extent: (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) in connection with such Corporate Transaction or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time the repurchase right is issued. 
  
 C.    Notwithstanding Section II.A. and Section II.B. of this Article Two, the Plan Administrator shall have the discretion, exercisable either at the time the option is granted or at any time while the
option remains outstanding, to provide for the automatic acceleration of one or more outstanding options (and the automatic termination of one or more outstanding repurchase rights with the immediate vesting of the shares of Common Stock subject to
those rights) upon the occurrence of a Corporate Transaction, whether or not those options are to be assumed or replaced (or those repurchase rights are to be assigned) in the Corporate Transaction. The Plan Administrator shall also have the
discretion to grant options which do not accelerate 

 
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 whether or not such options are assumed (and to provide for repurchase rights that do not terminate whether or not such rights are assigned) in
connection with a Corporate Transaction. 
  
 D.    Immediately following the consummation of the
Corporate Transaction, all outstanding options shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof). 
  
 E.    Each option which is assumed in connection with a Corporate Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction. Appropriate
adjustments shall also be made to (i) the number and class of securities available for issuance under the Plan following the consummation of such Corporate Transaction, (ii) the exercise price payable per share under each outstanding option,
provided the aggregate exercise price payable for such securities shall remain the same and (iii) the maximum number of securities and/or class of securities for which any one person may be granted stock options, separately exercisable stock
appreciation rights and direct stock issuances under the Plan. 
  
 F.    The Plan Administrator
shall have the discretion, exercisable at the time the option is granted or at any time while the option remains outstanding, to provide for the automatic acceleration of any options which are assumed or replaced in a Corporate Transaction and do
not otherwise accelerate at that time (and the termination of any of the Corporation’s outstanding repurchase rights which do not otherwise terminate at the time of the Corporate Transaction) in the event the Optionee’s Service should
subsequently terminate by reason of an Involuntary Termination within eighteen (18) months following the effective date of such Corporate Transaction. Any options so accelerated shall remain exercisable for fully-vested shares until the earlier of
(i) the expiration of the option term or (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination. 
  
 G.    The Plan Administrator shall have the discretion, exercisable either at the time the option is granted or at any time while the option remains outstanding, to (i) provide for
the automatic acceleration of one or more outstanding options (and the automatic termination of one or more outstanding repurchase rights with the immediate vesting of the shares of Common Stock subject to those rights) upon the occurrence of a
Change in Control or (ii) condition any such option acceleration (and the termination of any outstanding repurchase rights) upon the subsequent Involuntary Termination of the Optionee’s Service within a specified period (not to exceed eighteen
(18) months) following the effective date of such Change in Control. Any options accelerated in connection with a Change in Control shall remain fully exercisable until the expiration or sooner termination of the option term. 

 
 H.    The grant of options under the Discretionary Option Grant Program shall in no way affect the right of
the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 

 
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	 	III.
	 
	CANCELLATION AND REGRANT OF OPTIONS 
 

  
 The Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected option holders, the cancellation of any or all outstanding options under
the Discretionary Option Grant Program and to grant in substitution new options covering the same or different number of shares of Common Stock but with an exercise price per share based on the Fair Market Value per share of Common Stock on the new
grant date. 
  

	 	IV.
	 
	STOCK APPRECIATION RIGHTS 
 

  
 A.    The Plan Administrator shall have full power and authority to grant to selected Optionees tandem stock appreciation rights. 
  
 B.    The following terms shall govern the grant and exercise of tandem stock appreciation rights: 

 
 (i)  One or more Optionees may be granted the right, exercisable upon such terms as the Plan
Administrator may establish, to elect between the exercise of the underlying option for shares of Common Stock and the surrender of that option in exchange for a distribution from the Corporation in an amount equal to the excess of (a) the Fair
Market Value (on the option surrender date) of the number of shares in which the Optionee is at the time vested under the surrendered option (or surrendered portion thereof) over (b) the aggregate exercise price payable for such shares.

  
 (ii)  No such option surrender shall be effective unless it is approved by the Plan
Administrator. If the surrender is so approved, then the distribution to which the Optionee shall be entitled may be made in shares of Common Stock valued at Fair Market Value on the option surrender date, in cash, or partly in shares and partly in
cash, as the Plan Administrator shall in its sole discretion deem appropriate. 
  
 (iii)  If the surrender of an option is rejected by the Plan Administrator, then the Optionee shall retain whatever rights the Optionee had under the surrendered option (or surrendered portion thereof) on the option
surrender date and may exercise such rights at any time prior to the later of (a) five (5) business days after the receipt of the rejection notice or (b) the last day on which the option is otherwise exercisable in accordance with the terms of the
documents evidencing such option, but in no event may such rights be exercised more than ten (10) years after the option grant date. 

 
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 ARTICLE III 
  
 STOCK ISSUANCE PROGRAM 
  

	 	I.
	 
	STOCK ISSUANCE TERMS 
 

  
 Shares of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening option grants. Each such stock issuance shall be evidenced by a Stock Issuance Agreement
which complies with the terms specified below. 
  
 A.    Purchase Price.

  
 1.    The purchase price per share shall be fixed by the Plan Administrator, but shall not be
less than eighty-five percent (85%) of the Fair Market Value per share of Common Stock on the issue date. 
  
 2.    Subject to the provisions of Section I of Article Four, shares of Common Stock may be issued under the Stock Issuance Program for any of the following items of consideration which the Plan Administrator may
deem appropriate in each individual instance: 
  
 (i)  cash or check made payable to the
Corporation, or 
  
 (ii)  past services rendered to the Corporation (or any Parent or
Subsidiary). 
  
 B.    Vesting Provisions. 
  
 1.    Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator,
be fully and immediately vested upon issuance or may vest in one or more installments over the Participant’s period of Service or upon attainment of specified performance objectives. 
  
 2.    Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant
may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding
Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow arrangements as
the Plan Administrator shall deem appropriate. 
  
 3.    The Participant shall have full
stockholder rights with respect to any shares of Common Stock issued to the Participant under the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant 

 
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 shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. 
  
 4.    Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock
issued under the Stock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation,
and the Participant shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent (including the
Participant’s purchase-money indebtedness), the Corporation shall repay to the Participant the cash consideration paid for the surrendered shares and shall cancel the unpaid principal balance of any outstanding purchase-money note of the
Participant attributable to the surrendered shares. 
  
 5.    The Plan Administrator may in its
discretion waive the surrender and cancellation of one or more unvested shares of Common Stock (or other assets attributable thereto) which would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the
performance objectives applicable to those shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether
before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives. 
  

	 	II.
	 
	CORPORATE TRANSACTION/CHANGE IN CONTROL 
 

  
 A.    All of the Corporation’s outstanding repurchase rights under the Stock Issuance Program shall terminate automatically, and all the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any Corporate Transaction, except to the extent (i) those repurchase rights are assigned to the successor corporation (or parent thereof) in connection with such Corporate Transaction
or (ii) such accelerated vesting is precluded by other limitations imposed in the Stock Issuance Agreement. 
  
 B.    Notwithstanding Section II.A. of this Article Three, the Plan Administrator shall have the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the
Corporation’s repurchase rights remain outstanding under the Stock Issuance Program, to provide that those rights shall automatically terminate in whole or in part, and the shares of Common Stock subject to those terminated rights shall
immediately vest, in the event of a Corporate Transaction, whether or not those repurchase rights are to be assigned to the successor corporation (or its parent) in connection with such Corporate Transaction. The Plan Administrator shall also have
the discretion to provide for repurchase rights with terms different from those in effect under this Section II in connection with a Corporate Transaction. 
  
 C.    The Plan Administrator shall have the discretion, exercisable either at the time the unvested shares are issued or at any time while the Corporation’s repurchase rights
remain outstanding, to provide that any repurchase rights that are assigned in the Corporate Transaction shall automatically terminate, and the shares of Common Stock subject to those 

 
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 terminated rights shall immediately vest in full, in the event the Participant’s Service should subsequently terminate by reason of an
Involuntary Termination within eighteen (18) months following the effective date of such Corporate Transaction. 
  
 D.    The Plan Administrator shall have the discretion, exercisable either at the time the unvested shares are issued or at any time while the Corporation’s repurchase right remains outstanding, to (i)
provide for the automatic termination of one or more outstanding repurchase rights and the immediate vesting of the shares of Common Stock subject to those rights upon the occurrence of a Change in Control or (ii) condition any such accelerated
vesting upon the subsequent Involuntary Termination of the Participant’s Service within a specified period (not to exceed eighteen (18) months) following the effective date of such Change in Control. 
  

	 	III.
	 
	SHARE ESCROW/LEGENDS 
 

  
 Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares. 
  
 ARTICLE IV 
  
 MISCELLANEOUS 
  
 I.    FINANCING 
  
 A.    The Plan
Administrator may permit any Optionee or Participant to pay the option exercise price under the Discretionary Option Grant Program or the purchase price for shares issued under the Stock Issuance Program by delivering a full-recourse, interest
bearing promissory note payable in one or more installments. The terms of any such promissory note (including the interest rate and the terms of repayment) shall be established by the Plan Administrator in its sole discretion. In all events, the
maximum credit available to the Optionee or Participant may not exceed the sum of (i) the aggregate option exercise price or purchase price payable for the purchased shares plus (ii) any Federal, state and local income and employment tax liability
incurred by the Optionee or the Participant in connection with the option exercise or share purchase. 
  
 B.    The Plan Administrator may, in its discretion, determine that one or more such promissory notes shall be subject to forgiveness by the Corporation in whole or in part upon such terms as the Plan
Administrator may deem appropriate. 

 
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	 	II.
	 
	TAX WITHHOLDING 
 

  
 A.    The Corporation’s obligation to deliver shares of Common Stock upon the exercise of options or upon the issuance or vesting of such shares under the Plan shall be subject to the satisfaction of
all applicable Federal, state and local income and employment tax withholding requirements and any United Kingdom or Australian income or employment tax withholding requirements. 
  
 B.    The Plan Administrator may, in its discretion, provide any or all holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan with the right to use shares of Common Stock in satisfaction of all or part of the Taxes incurred by such holders in connection with the exercise of their options or the vesting of their shares. Such right may be provided to any such holder in
either or both of the following formats: 
  
 (i)  Stock Withholding: The election to
have the Corporation withhold, from the shares of Common Stock otherwise issuable upon the exercise of such Non-Statutory Option or the vesting of such shares, a portion of those shares with an aggregate Fair Market Value equal to the percentage of
the Taxes (not to exceed one hundred percent (100%)) designated by the holder. 
  
 (ii)  Stock Delivery: The election to deliver to the Corporation, at the time the Non-Statutory Option is exercised or the shares vest, one or more shares of Common Stock previously acquired by such holder (other
than in connection with the option exercise or share vesting triggering the Taxes) with an aggregate Fair Market Value equal to the percentage of the Taxes (not to exceed one hundred percent (100%)) designated by the holder. 
  

	 	III.
	 
	EFFECTIVE DATE AND TERM OF THE PLAN 
 

  
 A.    The Plan shall become effective on the Plan Effective Date. Options may be granted at any time on or after the Plan Effective Date. 
  
 B.    The Plan shall terminate upon the earliest of (i) December 15, 2008, (ii) the date on which all shares available
for issuance under the Plan shall have been issued as fully-vested shares or (iii) the termination of all outstanding options in connection with a Corporate Transaction. Upon such Plan termination, all outstanding options and unvested stock
issuances shall continue to have force and effect in accordance with the provisions of the documents evidencing such options or issuances. 
  

	 	IV.
	 
	AMENDMENT OF THE PLAN 
 

  
 A.    The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall adversely affect any rights and
obligations with respect to options, stock appreciation rights or unvested stock issuances at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification. 

 
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	 	V.
	 
	USE OF PROCEEDS 
 

  
 Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes. 
  

	 	VI.
	 
	REGULATORY APPROVALS 
 

  
 A.    The implementation of the Plan, the granting of any option or stock appreciation right under the Plan and the issuance of any shares of Common Stock (i) upon the exercise of any option or stock
appreciation right or (ii) under the Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options and stock appreciation
rights granted under it and the shares of Common Stock issued pursuant to it. 
  
 B.    No shares
of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable requirements of Federal and state securities laws and all applicable listing requirements of any stock
exchange (or the Nasdaq National Market, if applicable) on which Common Stock is then listed for trading. 
  

	 	VII.
	 
	NO EMPLOYMENT/SERVICE RIGHTS 
 

  
 Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights
of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with
or without cause. 

 
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 APPENDIX 
  
 The following definitions shall be in effect under the Plan: 
  
 A.    Board shall mean the Corporation’s Board of Directors. 
  
 B.    Change in Control shall mean a change in ownership or control of the Corporation effected through either of the following transactions: 
  

(i)  the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders, which the Board does not recommend such stockholders to accept, or 
  
 (ii)  a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such
that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been
elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination. 
  
 C.    Code shall mean the Internal Revenue Code of 1986, as amended. 
  
 D.    Common Stock shall mean the Corporation’s common stock. 
  
 E.    Corporate Transaction shall mean either of the following stockholder-approved transactions to
which the Corporation is a party: 
  
 (i)  a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such
transaction; or 
  
 (ii)  the sale, transfer or other disposition of all or substantially
all of the Corporation’s assets in complete liquidation or dissolution of the Corporation. 
  
 F.    Corporation shall mean Micromuse Inc., a Delaware corporation, and any corporate successor to all or substantially all of the assets or voting stock of Micromuse Inc. which shall by appropriate
action adopt the Plan. 
  
 G.    Disability shall mean the inability of the
Optionee or the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or 

 
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 mental impairment and shall be determined by the Plan Administrator on the basis of such medical
evidence as the Plan Administrator deems warranted under the circumstances. 
  
 H.    Discretionary Option Grant Program shall mean the discretionary option grant program in effect under the Plan. 
  
 I.    Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and the manner and method of performance but shall not include an officer of the Corporation or a member of the Board. 
  
 J.    Exercise Date shall mean the date on which the Corporation shall have received written notice of the option exercise. 

 
 K.    Fair Market Value per share of Common Stock on any relevant date shall be determined in
accordance with the following provisions: 
  
 (i)  If the Common Stock is at the time
traded on the Nasdaq National Market, then the Fair Market Value shall be the closing price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market
or any successor system. If there is no closing price for the Common Stock on the date in question, then the Fair Market Value shall be the closing price on the last preceding date for which such quotation exists. 
  
 (ii)  If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the
closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

 
 L.    Involuntary Termination shall mean the termination of the Service of any individual
which occurs by reason of: 
  
 (i)  such individual’s involuntary dismissal or
discharge by the Corporation for reasons other than Misconduct, or 
  
 (ii)  such
individual’s voluntary resignation following (A) a change in his or her position with the Corporation which materially reduces his or her level of responsibility, (B) a reduction in his or her level of compensation (including base salary,
fringe benefits and participation in corporate-performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employment by more than fifty (50) miles, provided and only if
such change, reduction or relocation is effected by the Corporation without the individual’s consent. 

 
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 M.    Misconduct shall mean the commission of
any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary). 
  
 N.    1934 Act shall mean the Securities Exchange Act of 1934, as amended. 
  
 O.    Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section
422. 
  
 P.    Optionee shall mean any person to whom an option is granted under
the Plan, provided that no officer of the Corporation or a member of the Board shall be eligible to be an Optionee. 
  
 Q.    Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the
Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 R.    Participant shall mean any person who is issued shares of Common Stock under the Stock Issuance
Program, provided that no officer of the Corporation or a member of the Board shall be eligible to be a Participant. 
  
 S.    Plan shall mean the Corporation’s 1998 Non-Officer Stock Option/Stock Issuance Plan, as set forth in this document. 
  
 T.    Plan Administrator shall mean the particular entity, whether the Primary Committee, the Board or the Secondary Committee, which is
authorized to administer the Discretionary Option Grant and Stock Issuance Programs with respect to one or more classes of eligible persons, to the extent such entity is carrying out its administrative functions under those programs with respect to
the persons under its jurisdiction. 
  
 U.    Plan Effective Date shall mean
December 16, 1998, the date on which the Plan was adopted by the Board. 
  
 V.    Primary
Committee shall mean the committee of two (2) or more non-employee Board members appointed by the Board to administer the Discretionary Option Grant and Stock Issuance Programs. 
  
 W.    Secondary Committee shall mean a committee of one (1) or more Board members appointed by the Board to administer the Discretionary
Option Grant and Stock Issuance Programs with respect to eligible persons other than Section 16 Insiders. 

 
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 X.    Section 12(g) Registration Date shall
mean the date on which the Common Stock is first registered under Section 12(g) of the 1934 Act. 
  
 Y.    Stock Exchange shall mean either the American Stock Exchange or the New York Stock Exchange. 
  
 Z.    Stock Issuance Agreement shall mean the agreement entered into by the Corporation and the Participant at the time of issuance of shares of Common Stock under the
Stock Issuance Program. 
  
 AA.    Stock Issuance Program shall mean the stock
issuance program in effect under the Plan. 
  
 BB.    Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 CC.    Taxes shall mean the Federal, state and local income and employment tax liabilities incurred by the holder of Non-Statutory Options or unvested shares of Common Stock in connection
with the exercise of those options or the vesting of those shares. 

 
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	 Micromuse Inc
 ID: 94-3288385

 
 139 Townsend Street
 San Francisco, CA 94107
 

 
  
 Notice of Grant of Stock Options 
 and Option Agreement 
  
 
	 Optionee
 	  	 Option Number:
 	  	 00003005
 
	  	  	 Plan:
 	  	 1998
 
	  	  	 ID:
 	  	 999-99-9999
 

 
  
 Effective 01/01/1997, you have been granted a(n) Non-Qualified Stock Option to buy 100.00
shares of Micromuse Inc. (the Company) stock at $0.010000 per share. 
  
 The total option price of the shares granted is $1.00.

  
 Shares in each period will become fully vested on the date shown. 
  
 
	 Shares
 
	 	 Vest Type
 
	 	 Full Vest
 
	 	 Expiration
 

	 17.00
 	 	 On Vest Date
 	 	 07/01/1997
 	 	 01/01/2007
 
	 83.00
 	 	 Monthly
 	 	 01/01/2000
 	 	 01/01/2007
 

 
  
 Exercise Schedule: The Option shall become exercisable with respect to (i)
one-sixth (1/6) of the Option Shares upon Optionee’s completion of six (6) months of Service measured from January 1, 1997 and (ii) the balance of the Option Shares in a series of thirty (30) successive equal monthly installments upon
Optionee’s completion of each additional month of Service over the thirty (30)-month period measured from the six (6) month anniversary of January 1, 1997. In no event shall the Option become exercisable for any additional Option Shares after
Optionee’s cessation of Service. 
  
 Please review the Stock Option Agreement on the reverse of this Notice of Grant of Stock Option.

  
 By your signature and the Company’s signature below, you and the Company agree that these options are granted under and governed by
the terms and conditions of the Company’s Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document. 
  
 
	 Micromuse Inc.
 	 	  	 	  	 	 Date
 	 	  
	 
	 Optionee
 	 	  	 	  	 	 Date
 	 	  

 






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 Additional Terms of Stock Option Agreement 
  
 Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Micromuse Inc.1998 Non Officer Stock Option Plan
(the “Plan”). Option further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A. 
  
 No Employment or Service Contract—Nothing in this Notice or in the attached Stock Option Agreement or Plan shall confer upon Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee’s Service or any time for any reason, with or without cause. In no event shall the Option become exercisable for any additional Option Shares after Optionee’s cessation of Service. 
  
 Definitions—All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement.