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Exhibit 4.1  


 
 

CIBER, INC.
  SCB EMPLOYMENT INDUCEMENT AWARD PLAN
  (Effective as of March 1, 2004)    
    


SECTION 1

INTRODUCTION  


        1.1   Establishment. CIBER, Inc. hereby establishes the CIBER, Inc. SCB Employment Inducement Award Plan (the
"Plan"). 


        1.2   Purpose. The purpose of the Plan is to promote the long-term success of the Company and the creation of
stockholder value by providing new Employees who join the Company as a result of the merger with SCB Computer Technology, Inc. ("SCB") with an appropriate and material inducement to accept
employment. The Plan seeks to achieve this purpose by providing for Awards in the form of Options. All Awards under the Plan are intended to qualify as "employment inducement awards" within the
meaning of Section 303A.08 of the New York Stock Exchange's Listed Company Manual or any successor provision. 


SECTION 2

DEFINITIONS  


        2.1   Definitions. The following terms shall have the meanings set forth below: 



        (a)   "Administrator" means (i) the Board, or (ii) one or more committees of the Board to whom the Board has
delegated all or part of its authority under this Plan. Any committee under clause (ii) hereof which makes grants to "officers" of the Company (as that term is defined in
Rule 16a-1(f) promulgated under the Exchange Act) shall be composed of not less than the minimum number of persons from time to time required by
Rule 16b-3, each of whom, to the extent necessary to comply with Rule 16b-3 only, shall be a Nonemployee Director. For purposes of the preceding provisions, if
one or more members of the Administrator is not a Nonemployee Director, but recuses himself or herself or abstains from voting with respect to a particular action taken by the Administrator, then the
Administrator, with respect to the action, will be deemed to consist only of the members of the Administrator who have not recused themselves or abstained from voting. 


        (b)   "Affiliated Corporation" means (i) any corporation or other entity (including but not limited to a partnership)
that directly, or through one or more intermediaries controls, is controlled by, or is under common control with, CIBER, Inc., or (ii) any entity in which the Company has a significant
equity interest, as determined by the Administrator. 


        (c)   "Award" means a grant made under this Plan in the form of Options. 


        (d)   "Board" means the board of directors of the Company. 



        (e)   "Company" means CIBER, Inc., a Delaware corporation, together with its Affiliated Corporations except where the
context otherwise requires. 


        (f)    "Director" means a member of the Board. 


        (g)   "Effective Date" means March 1, 2004. 


        (h)   "Employee" means any person who is a full or part-time employee (including, without limitation, an officer or
Director who is also an employee but not a Nonemployee Director) of the Company or any Affiliated Corporation or any division thereof. The term also includes future employees who have received a
formal offer of employment. 


        (i)    "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

 


        (j)    "Executive Officer" shall mean an officer as defined in Exchange Act Rule 16a-1(f) and any
person deemed to be an "executive officer" within the scope of Section 13(k) of the Exchange Act. 


        (k)   "Fair Market Value" means, as of any date, the value of the Stock determined as follows: 



        (i)    If
the Stock is listed on any established stock exchange or a national market system, its Fair Market Value shall be the closing sales price for such Stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; 


        (ii)   If
the Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share shall be the mean between the
high bid and low asked prices for the Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable; 


        (iii)  In
the absence of an established market for the Stock, the Fair Market Value shall be determined in good faith by the Administrator. 




        (l)    "Internal Revenue Code" means the Internal Revenue Code of 1986, as it may be amended from time to time, and the rules
and regulations promulgated thereunder. 


        (m)  "Nonemployee Director" means a Director who is a "nonemployee director" within the meaning of
Rule 16b-3 promulgated under the Exchange Act. 


        (n)   "Option" means a right to purchase Stock at a stated price for a specified period of time. 


        (o)   "Option Price" means the price at which shares of Stock subject to an Option may be purchased, determined in accordance
with Section 7.2(b). 


        (p)   "Participant" means an Employee designated by the Administrator from time to time during the term of the Plan to receive
one or more Awards under the Plan. 


        (q)   "Plan Year" means each 12-month period beginning January 1 and ending the following
December 31, except that for the first year of the Plan it shall begin on the Effective Date and extend to December 31 of that year. 


        (r)   "Share" means a share of Stock. 


        (s)   "Stock" means the common stock, $.01 par value, of the Company. 



        (t)    "Stock Option Agreement" means a written document delivered to the recipient of an Option specifying the terms of such
Option. Such document must specify, at a minimum, the number of Shares subject to the Option, the exercise price, any vesting schedule, and any terms which vary from the default provisions provided in
the Plan. Any such document must be signed by the Administrator or an Executive Officer of the Company. Such document need not be signed by the Option recipient. 




        2.2   Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine
gender, and the definition of any term herein in the singular shall also include the plural.

 


SECTION 3

PLAN ADMINISTRATION  


        3.1   Authority of Administrator. The Plan shall be administered by the Administrator. Subject to the terms of the Plan and
applicable law, and in addition to other express powers and authorizations conferred on the Administrator by the Plan, the Administrator shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to eligible Participants; (iii) determine the number of Shares to be covered by, or with respect to which payments,
rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other securities, or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, shares, other securities, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Administrator; (vii) determine whether, to what extent, and under what
circumstances to accelerate the exercisability of any Award; (viii) correct any defect, supply any omission, reconcile any inconsistency and otherwise interpret and administer the Plan and any
instrument or agreement relating to the Plan or any Award hereunder; (ix) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (x) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of the Plan. To
the extent necessary or appropriate, the Administrator may adopt sub-plans consistent with the Plan to conform to applicable state or foreign securities or tax laws. 



        3.2   Determinations Under the Plan. Unless otherwise expressly provided in the Plan all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Administrator, may be made at any time and shall be final, conclusive,
and binding upon all persons, including the Company, any Affiliated Corporation, any Participant, any holder or beneficiary of any Award, and any stockholder. No member of the Administrator shall be
liable, in the absence of bad faith, for any act or omission with respect to his or her services as an Administrator. Service on a committee acting as the Administrator shall constitute service as a
Director of the Company entitling members to any indemnification of liability benefits applicable to Directors with respect to their services as Administrator. 


        3.3   Delegation of Certain Responsibilities. The Administrator may, in its sole discretion, delegate to appropriate officers
of the Company the administration of the Plan under this Section 3; provided, however, that no such delegation by the Administrator shall be made (i) if such delegation would not be
permitted under applicable law or (ii) with respect to the administration of the Plan as it affects Executive Officers or Directors of the Company, and provided further that the Administrator
may not delegate its authority to correct errors, omissions or inconsistencies in the Plan. Subject to the above limitations, the Administrator may delegate to the Chief Executive Officer of the
Company its authority under this Section 3 to grant Awards to Employees who are not Executive Officers or Directors of the Company. All authority delegated by the Administrator under this
Section 3.3 shall be exercised in accordance with the provisions of the Plan and any guidelines for, conditions on, or limitations to the exercise of such authority that may from time to time
be established by the Administrator. 


SECTION 4

STOCK SUBJECT TO THE PLAN  


        4.1   Number of Shares. Subject to adjustment as provided in Section 4.3, 300,000 Shares are initially authorized for
issuance under the Plan in accordance with the provisions of the Plan and subject to such restrictions or other provisions as the Administrator may from time to time deem necessary. Shares which may
be issued upon the exercise of Options shall be applied to reduce the

 
maximum number of Shares remaining available for use under the Plan. The Company shall at all times during the term of the Plan and while any Options are outstanding retain as authorized and unissued
Stock, or as treasury Stock, at least the number of Shares from time to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder. 



        4.2   Unused and Forfeited Stock. Any Shares that are subject to an Award under this Plan which are not used because the terms
and conditions of the Award are not met, including any Shares that are subject to an Option which expires or is terminated for any reason, any Shares which are used for full or partial payment of the
purchase price of Shares with respect to which an Option is exercised and any Shares retained by the Company pursuant to Section 13.2 shall automatically become available for use under the
Plan. 


        4.3   Adjustments for Stock Split, Stock Dividend, etc. If the Company shall at any time increase or decrease the number of its
outstanding Shares of Stock or change in any way the rights and privileges of such Shares by means of the payment of a stock dividend or any other distribution upon such Shares payable in Stock, or
through a stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the Stock, then in relation to the Stock that is affected by one or more of the above
events, the numbers, rights and privileges of (i) the shares of Stock as to which Awards may be granted under the Plan, and (ii) the Shares of Stock then included in each outstanding
Option granted hereunder, shall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and nonassessable at the time of such occurrence. 



        4.4   Dividend Payable in Stock of Another Corporation, etc. Except as set forth in Section 4.5 below, if the Company
shall at any time pay or make any dividend or other distribution upon the Stock payable in securities of another corporation or other property (except money or Stock), a proportionate part of such
securities or other property shall be set aside and delivered to any Participant then holding an Award for the particular type of Stock for which the dividend or other distribution was made, upon
exercise thereof. Prior to the time that any such securities or other property are delivered to a Participant in accordance with the foregoing, the Company shall be the owner of such securities or
other property and shall have the right to vote the securities, receive any dividends payable on such securities, and in all other respects shall be treated as the owner. If securities or other
property which have been set aside by the Company in accordance with this Section are not delivered to a Participant because an Award is not exercised, then such securities or other property
shall remain the property of the Company and shall be dealt with by the Company as it shall determine in its sole discretion. 


        4.5   Spin-offs. If the Company shall at any time pay or make any dividend or other distribution upon the Stock in
the nature of a spin-off, for example a dividend payable in securities of an Affiliated Corporation, the Administrator shall in its discretion determine what changes are equitably required
to outstanding Awards to effect the spin-off, including but not limited to treating Awards of Employees remaining with the Company differently from Awards to Employees of the newly
spun-off entity, substituting Awards for Company Stock for Awards of stock in the spun-off entity, and allowing either the Company, the spun-off entity or both to
hold the securities or property set aside for Participants. 


        4.6   Other Changes in Stock. In the event there shall be any change, other than as specified in Sections 4.3, 4.4 and
4.5, in the number or kind of outstanding shares of Stock or of any stock or other securities into which the Stock shall be changed or for which it shall have been exchanged, and if the Administrator
shall in its discretion determine that such change equitably requires an adjustment in the number or kind of Shares subject to outstanding Awards or which have been reserved for issuance pursuant to
the Plan but are not then subject to an Award, then such adjustments shall be made by the Administrator and shall be effective for all purposes of the Plan and on each outstanding Award that involves
the particular type of stock for which a change was effected. 


        4.7   General Adjustment Rules. If any adjustment or substitution provided for in this Section 4 shall result in the
creation of a fractional Share under any Award, the Company shall, in lieu of selling or

 
otherwise issuing such fractional Share, pay to the Participant a cash sum in an amount equal to the product of such fraction multiplied by the Fair Market Value of a Share on the date the fractional
Share would otherwise have been issued. In the case of any such substitution or adjustment affecting an Option, the total Option Price for the shares of Stock then subject to an Option shall remain
unchanged but the Option Price per share under each such Option shall be equitably adjusted by the Administrator to reflect the greater or lesser number of shares of Stock or other securities into
which the Stock subject to the Option may have been changed. 



        4.8   Determination by Administrator. Adjustments under this Section 4 shall be made by the Administrator, whose
determinations with regard thereto shall be final and binding upon all persons. 


SECTION 5

REORGANIZATION OR LIQUIDATION  


        In the event that the Company is merged or consolidated with another corporation (other than a merger or consolidation in which the Company is the continuing
corporation and which does not result in any reclassification or change of outstanding Shares), or if all or substantially all of the assets or more than 50% of the outstanding voting stock of the
Company is acquired by any other corporation, business entity or person (other than a sale or conveyance in which the Company continues as a holding company of an entity or entities that conduct the
business or businesses formerly conducted by the Company), or in case of a reorganization (other than a reorganization under the United States Bankruptcy Code) or liquidation of the Company, and if
the provisions of Section 8 do not apply, the Administrator, or the board of directors of any corporation assuming the obligations of the Company, shall, have the power and discretion to
prescribe the terms and conditions for the exercise, or modification, of any outstanding Awards granted hereunder. By way of illustration, and not by way of limitation, the Administrator may provide
for the complete or partial acceleration of the dates of exercise of the Options, or may provide that such Options will be exchanged or converted into options to acquire securities of the surviving or
acquiring corporation, or may provide for a payment or distribution in respect of outstanding Options (or the portion thereof that is currently exercisable) in cancellation thereof. The Administrator
may provide that Awards granted hereunder must be exercised in connection with the closing of such transaction, and that if not so exercised such Awards will expire. Any such determinations by the
Administrator may be made generally with respect to all Participants, or may be made on a case-by-case basis with respect to particular Participants. The provisions of this
Section 5 shall not apply to any transaction undertaken for the purpose of reincorporating the Company under the laws of another jurisdiction, if such transaction does not materially affect the
beneficial ownership of the Company's capital stock. 


SECTION 6

PARTICIPATION  


        Participants in the Plan shall be those Employees who are former employees of SCB and its affiliates that, in the judgment of the Administrator, during the term
of their incentive arrangement will perform, important services in the management, operation and development of the Company, and are expected to significantly contribute, to the achievement of
long-term corporate economic objectives of the Company and who qualify to receive "employment inducement awards" within the meaning of Section 303A.08 of the New York Stock
Exchange's Listed Company Manual or any successor provision. Participants may be granted from time to time one or more Awards; provided, however, that the grant of each such Award shall be separately
approved by the Administrator, receipt of one such Award shall not result in automatic receipt of any other Award, and written notice shall be given to such person, specifying the terms, conditions,
rights and duties related thereto. Each Participant shall enter into an agreement with the Company, in such form as the Administrator shall determine and which is consistent with the provisions of the
Plan, specifying such terms, conditions, rights and duties.

 
Awards shall be deemed to be granted as of the date specified in the grant resolution of the Administrator, which date shall be the date of any related agreement with the Participant. In the event of
any inconsistency between the provisions of the Plan and any such agreement entered into hereunder, the provisions of the Plan shall govern. 


SECTION 7

STOCK OPTIONS  


        7.1   Grant of Options to Employees. Coincident with or following designation for participation in the Plan, a Participant may
be granted one or more Options. In no event shall the exercise of one Option affect the right to exercise any other Option or affect the number of Shares for which any other Option may be exercised. 



        7.2   Option Agreements. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement which shall be
delivered by the Company to the Participant to whom the Option is granted (the "Option Holder"). Except as otherwise set forth in a Stock Option Agreement delivered to the Participant, each Option
shall be governed by the following terms and conditions, as well as such other terms and conditions not inconsistent therewith as the Administrator may consider appropriate in each case. 



        (a)   Number of Shares. Each Stock Option Agreement shall state that it covers a specified number of Shares, as determined by
the Administrator. 


        (b)   Price. The price at which each Share covered by an Option may be purchased shall be determined in each case by the
Administrator and set forth in the Stock Option Agreement. The Option Price for each Share covered by an Option may be granted at any price less than Fair Market Value, in the sole discretion of the
Administrator. 


        (c)   Duration of Options. The Administrator shall determine the period of time within which the Option may be exercised by the
Option Holder (the "Option Period"). The Option Period must expire, in all cases, not more than ten years from the date an Option is granted. Any Option Period determined by the Administrator
to be shorter than the ten-year term set forth above, must be set forth in a Stock Option Agreement. Each Stock Option Agreement shall also state the periods of time, if any, as determined
by the Administrator, when incremental portions of each Option shall vest. If any Option is not exercised during its Option Period, it shall be deemed to have been forfeited and of no further force or
effect. 


        (d)   Termination of Service, Retirement, Death or Disability. Except as otherwise determined by the Administrator, each Option
shall be governed by the following terms with respect to the exercise of the Option if an Option Holder ceases to be an Employee: 



        (i)    If
the Option Holder ceases to be an Employee within the Option Period for cause, as determined by the Company, the Option shall thereafter be void for all purposes. As
used in this Section 7.2(d), "cause" shall mean (A) if applicable, "cause" as defined on a written contract between the Option Holder and the Company, or (B) in any other case, a
gross violation, as determined by the Company, of the Company's established policies and procedures. The effect of this Section 7.2(d)(i) shall be limited to determining the consequences
of a termination, and nothing in this Section 7.2(d)(i) shall restrict or otherwise interfere with the Company's discretion with respect to the termination of an Employee. 



        (ii)   If
the Option Holder ceases to be an Employee with the Company in a manner determined by the Board, in its sole discretion, to constitute retirement (which
determination shall be communicated to the Option Holder within 10 days of such termination), the Option may be exercised by the Option Holder, or in the case of death, by the persons specified
in clause (iii) of this Section 7.2(d), within twelve months following his or her retirement,

 
provided that such exercise must occur within the Option Period but not thereafter. In any such case, the Option may be exercised only as to the Shares as to which the Option had become exercisable on
or before the date the Option Holder ceases to be an Employee. 


        (iii)  If
the Option Holder dies (A) while he or she is an Employee, (B) within the three-month period referred to in clause (v) below, or
(C) within the three or twelve-month period referred to in clause (ii) above, the Option may be exercised by those entitled to do so under the Option Holder's will or by the laws
of descent and distribution within twelve months following the Option Holder's death (provided that such exercise must occur within the Option Period), but not thereafter. In any such case, the
Option may be exercised only as to the Shares as to which the Option had become exercisable on or before the date the Option Holder ceased to be an Employee. 



        (iv)  If
the Option Holder becomes disabled (within the meaning of Section 22(e) of the Internal Revenue Code) while an Employee or within three-month period referred
to in clause (v) below or within the twelve-month period following his or her retirement as provided in clause (ii) above, Options held by the Option Holder may be
exercised by the Option Holder within twelve months following the date of the Option Holder's disability (provided that such exercise must occur within the Option Period), but not thereafter.
In any such case, the Option may be exercised only as to the Shares as to which the Option had become exercisable on or before the date the Option Holder ceased to be an Employee. 



        (v)   If
the Option Holder ceases to be an Employee within the Option Period for any reason other than cause, retirement as provided in clause (ii) above, disability as
provided in clause (iv) above or the Option Holder's death, the Option may be exercised by the Option Holder within three months following the date of such cessation (provided
that such exercise must occur within the Option Period), but not thereafter. In any such case, the Option may be exercised only as to the Shares as to which the Option had become exercisable on or
before the date that the Option Holder ceases to be an Employee 




        (e)   Exercise, Payments, etc.



        (i)    The
method for exercising each Option granted under the Plan shall be by delivery to the Corporate Secretary of the Company or an agent designated pursuant to
Section 14 of a notice specifying the number of Shares with respect to which such Option is exercised and payment of the Option Price. Such notice shall be in a form satisfactory to the
Administrator and shall specify the particular Option (or portion thereof) which is being exercised and the number of Shares with respect to which the Option is being exercised. The exercise of the
Option shall be deemed effective upon receipt of such notice by the Corporate Secretary or a designated agent and payment to the Company. The purchase of such Stock shall be deemed to take place at
the principal office of the Company upon delivery of such notice, at which time the purchase price of the Stock shall be paid in full by any of the methods or any combination of the methods set forth
in (ii) below. A properly executed certificate or certificates representing the Stock shall be issued by the Company and delivered to the Option Holder. If certificates representing Stock are
used to pay all or part of the Option Price, separate certificates for the same number of shares of Stock shall be issued by the Company and delivered to the Option Holder representing each
certificate used to pay the Option Price, and an additional certificate shall be issued by the Company and delivered to the Option Holder representing the additional shares, in excess of the Option
Price, to which the Option Holder is entitled as a result of the exercise of the Option.

 


        (ii)   The
exercise price shall be paid by any of the following methods or any combination of the following methods: 



        (A)  in
cash; 


        (B)  by
cashier's check payable to the order of the Company; 


        (C)  if
authorized by the Administrator, in its sole discretion, by delivery to the Company of certificates representing the number of Shares then owned by the Option Holder,
the Fair Market Value of which equals the purchase price of the Stock purchased pursuant to the Option, properly endorsed for transfer to the Company; provided however, that Shares used for this
purpose must have been held by the Option Holder for more than six months; and provided further that the Fair Market Value of any Shares delivered in payment of the purchase price upon exercise
of the Option shall be the Fair Market Value as of the exercise date, which shall be the date of delivery of the certificates for the Stock used as payment of the Option Price; 



        (D)  if
authorized by the Administrator, in its sole discretion, and subject to applicable law, including Section 402 of the Sarbanes-Oxley Act, by delivery by a
Participant to the Company of a properly executed notice of exercise together with irrevocable instructions to a broker to deliver to the Company promptly the amount of the proceeds of the sale of all
or a portion of the Stock or of a loan from the broker to the Option Holder necessary to pay the exercise price; or 


        (E)  if
authorized by the Administrator, in its sole discretion, any combination of these methods. 




        (iii)  In
the sole discretion of the Administrator, the Company may, subject to applicable law, including Section 402 of the Sarbanes-Oxley Act, guaranty a third-party
loan obtained by a Participant to pay part or all of the Option Price of the Shares provided that such loan or the Company's guaranty is secured by the Shares and the loan bears interest at a market
rate. 




        (f)    Date of Grant. An option shall be considered as having been granted on the date specified in the grant resolution of the
Administrator. 


        (g)   Adjustment of Options. Subject to the limitations contained in Sections 7 and 12, the Administrator may make any
adjustment in the Option Price, the number of shares subject to, or the terms of, an outstanding Option and a subsequent granting of an Option by amendment or by substitution of an outstanding Option.
Such amendment, substitution, or re-grant may result in terms and conditions (including Option Price, number of shares covered, vesting schedule or exercise period) that differ from the
terms and conditions of the original Option. This provision specifically authorizes the Administrator to reprice outstanding Options. The Administrator may not, however, adversely affect the rights of
any Participant to previously granted Options without the consent of such Participant. If such action is affected by amendment, the effective date of such amendment shall be the date of the original
grant. 



SECTION 8

CHANGE IN CONTROL  


        8.1   Options. In the event of a change in control of the Company as defined in Section 8.2, then the Administrator may,
in its sole discretion, without obtaining stockholder approval, to the extent permitted in Section 12, take any or all of the following actions: (a) accelerate the exercise dates of any
outstanding Options or make all such Options fully vested and exercisable; (b) grant a cash bonus award to any Option Holder in an amount necessary to pay the Option Price of all or any portion
of the Options then held by such Option Holder; (c) pay cash to any or all Option Holders in exchange

 
for the cancellation of their outstanding Options in an amount equal to the difference between the Option Price of such Options and the greater of the tender offer price for the underlying Stock or
the Fair Market Value of the Stock on the date of the cancellation of the Options; and (d) make any other adjustments or amendments to the outstanding Options. 



        8.2   Definition. For purposes of the Plan, a "change in control" shall be deemed to have occurred if: (a) any "person"
or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than Bobby G. Stevenson or a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or under a trust, the grantor of which is Bobby G. Stevenson, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of more than 331/3% of the then outstanding voting stock of the Company; or (b) at any time during any period of three consecutive years (not
including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board (and any new Director whose election by the Board or whose nomination for
election by the Company's stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or (c) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders approve a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets. 


SECTION 9

CONTINUATION OF SERVICES; TRANSFERABILITY  


        9.1   Continuation of Services. Nothing contained in the Plan or in any Award granted under the Plan shall confer upon any
Participant any right with respect to the continuation of his or her services as an Employee, or interfere in any way with the right of the Company, subject to the terms of any separate employment or
consulting agreement to the contrary, at any time to terminate such services or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an
Award. Whether an authorized leave of absence, or absence in military or government service, shall constitute a termination of Participant's services as an Employee shall be determined by the
Administrator at the time of such leave in accordance with then current laws and regulations. 


        9.2   Nontransferability. Except as provided in Section 9.3, no right or interest of any Participant in an Award granted
pursuant to the Plan shall be assignable or transferable during the lifetime of the Participant, except (if otherwise permitted under Section 9.4) pursuant to a domestic relations order, either
voluntarily or involuntarily, or be subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In the
event of a Participant's death, a Participant's rights and interests in Options shall, if otherwise permitted under Section 9.4, be transferable by testamentary will or the laws of descent and
distribution, and payment of any amounts due under the Plan shall be made to, and exercise of any Options may be made by, the Participant's legal representatives, heirs or legatees. If, in the opinion
of the Administrator, a person entitled to payments or to exercise rights with respect to the Plan is disabled from caring for his or her affairs because of mental condition, physical condition or
age, payment due such person may be made to, and such rights shall be exercised by, such person's guardian, conservator or other legal personal representative upon furnishing the Administrator with
evidence satisfactory to the Administrator of such status. Transfers shall not be deemed to include transfers to the Company or "cashless exercise"

 
procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of Awards consistent with applicable laws and the authorization of the Administrator. 


        9.3   Permitted Transfers. Pursuant to conditions and procedures established by the Administrator from time to time, the
Administrator may permit Options to be transferred to, exercised by and paid to certain persons or entities related to a Participant, including but not limited to members of the Participant's
immediate family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant's immediate family and/or charitable institutions. In the
case of initial Awards, at the request of the Participant, the Administrator may permit the naming of the related person or entity as the Award recipient. Any permitted transfer shall be subject to
the condition that the Administrator receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes on a gratuitous or donative basis and without
consideration (other than nominal consideration). 


SECTION 10

GENERAL RESTRICTIONS  


        10.1 Investment Representations. The Company may require any person to whom an Option is granted, as a condition of
exercising such Option, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Stock subject to the Option or the
Award for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in
order to comply with federal and applicable state securities laws. Legends evidencing such restrictions may be placed on the certificates evidencing the Stock. 



        10.2 Compliance with Securities Laws. Each Award shall be subject to the requirement that, if at any time counsel to the
Company shall determine that the listing, registration or qualification of the Shares subject to such Award upon any securities exchange or under any state or federal law, or the consent or approval
of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Administrator. Nothing herein shall be deemed to require
the Company to apply for or to obtain such listing, registration or qualification. 



        10.3 Stockholder Privileges. No Option Holder shall have any rights as a stockholder with respect to any Shares covered by an
Option until the Option Holder becomes the holder of record of such Stock, and no adjustments shall be made for dividends or other distributions or other rights as to which there is a record date
preceding the date such Option Holder becomes the holder of record of such Stock, except as provided in Section 4. 


SECTION 11

OTHER EMPLOYEE BENEFITS  


        The amount of any compensation deemed to be received by a Participant as a result of the exercise of an Option shall not constitute "earnings" with respect to
which any other benefits of such Participant are determined, including without limitation benefits under any pension, profit sharing, life insurance or salary continuation plan. 


SECTION 12

PLAN AMENDMENT, MODIFICATION AND TERMINATION  


        The Board may at any time terminate, and from time-to-time may amend or modify, the Plan; provided, however, that no amendment or
modification may become effective without approval of the amendment or modification by the stockholders if stockholder approval is required to enable the Plan


 
to satisfy any applicable statutory or regulatory requirements, or if the Company, on the advice of counsel, determines that stockholder approval is otherwise necessary or desirable. 


        No
amendment, modification or termination of the Plan shall in any manner adversely affect any Awards theretofore granted under the Plan, without the consent of the Participant holding
such Awards. 


SECTION 13

WITHHOLDING  


        13.1 Withholding Requirement. The Company's obligations to deliver Shares upon the exercise of an Option, shall be subject to
the Participant's satisfaction of all applicable federal, state and local income and other tax withholding requirements. The Company may defer exercise of an Award unless indemnified by the
Participants to the Administrator's satisfaction against the payment of any such amount. Further, the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind due to the Participant by the Company. 


        13.2 Withholding with Stock. At the time the Administrator grants an Award, it may, in its sole discretion, grant the
Participant an election to pay all such amounts of tax withholding, or any part thereof, by electing to transfer to the Company, or to have the Company withhold from Shares otherwise issuable to the
Participant, Shares having a value equal to the amount required to be withheld or such lesser amount as may be elected by the Participant. All elections shall be subject to the approval or disapproval
of the Administrator. The value of Shares to be withheld shall be based on the Fair Market Value of the Stock on the date that the amount of tax to be withheld is to be determined (the "Tax Date").
Any such elections by Participants to have Shares withheld for this purpose will be subject to the following restrictions: 



        (a)   All
elections must be made prior to the Tax Date; 


        (b)   All
elections shall be irrevocable; and 


        (c)   If
the Participant is an "officer" or "director" of the Company within the meaning of Section 16 of the Exchange Act, the Participant must satisfy the
requirements of such Section 16 and any applicable rules thereunder with respect to the use of Stock to satisfy such tax withholding obligation. 



SECTION 14

BROKERAGE ARRANGEMENTS  


        The Administrator, in its discretion, may enter into arrangements with one or more banks, brokers or other financial institutions to facilitate the exercise of
Options or the disposition of Shares acquired upon exercise of Options, including, without limitation, arrangements for the simultaneous exercise of Options and sale of the Shares acquired upon such
exercise. 


SECTION 15

NONEXCLUSIVITY OF THE PLAN  


        The adoption of the Plan by the Board shall not be construed as creating any limitations on the power or authority of the Board to adopt such other or additional
incentive or other compensation arrangements of whatever nature as the Board may deem necessary or desirable or preclude or limit the continuation of any other plan, practice or arrangement for the
payment of compensation or fringe benefits to Employees or other persons generally, or to any class or group of Employees or other persons, which the Company or any Affiliated Corporation now has
lawfully put into effect, including, without limitation, any retirement, pension, savings and stock purchase plan, insurance, death and disability benefits and executive short-term
incentive plans.

 


SECTION 16

REQUIREMENTS OF LAW  


        16.1 Requirements of Law. The issuance of Stock and the payment of cash pursuant to the Plan shall be subject to all
applicable laws, rules and regulations. 


        16.2 Rule 16b-3. Transactions under the Plan and within the scope of Rule 16b-3 of the
Exchange Act are intended to comply with all applicable conditions of Rule 16b-3. To the extent any provision of the Plan or any action by the Administrator under the Plan fails to
so comply, such provision or action shall, without further action by any person, be deemed to be automatically amended to the extent necessary to effect compliance with Rule 16b-3;
provided, however, that if such provision or action cannot be amended to effect such compliance, such provision or action shall be deemed null and void to the extent permitted by law and deemed
advisable by the Administrator. 


        16.3 Governing Law. The Plan and all agreements hereunder shall be construed in accordance with and governed by the laws of
the State of Delaware. 


SECTION 17

DURATION OF THE PLAN  


        No Award shall be granted under the Plan after ten years from the Effective Date; provided, however, that any Award theretofore granted may, and the
authority of the Board or the Administrator to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award shall, extend beyond
such date. 


Dated:
March 1, 2004 



	

 	
 	

CIBER, Inc.
	

 	
 	

By:	
 	

/s/  MAC J. SLINGERLEND      
 Mac J. Slingerlend

President and Chief Executive Officer














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CIBER, INC. SCB EMPLOYMENT INDUCEMENT AWARD PLAN (Effective as of March 1, 2004)