iManage, Inc. 2000 Non-Officer Stock Option Plan



 Exhibit 4.03 
  
 iMANAGE, INC. 
 2000 NON-OFFICER STOCK OPTION PLAN 
  

	 	1.	Establishment, Purpose and Term of Plan. 

  
 1.1 Establishment. The Company’s 2000 Non-Officer Stock Option Plan (the “Plan”)
is established effective as of October     , 2000. 
  
 1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by
providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. 
  
 1.3 Term of Plan. The Plan shall continue in
effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements
evidencing Options granted under the Plan have lapsed. 
  

	 	2.	Definitions and Construction. 

  
 2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below: 
  
 (a) “Board” means the Board of
Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” also means such Committee(s). 
  
 (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable
regulations promulgated thereunder. 
  
 (c)
“Committee” means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been
specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations
imposed by law. 
  
 (d)
“Company” means iManage, Inc., a Delaware corporation, or any successor corporation thereto. 
  
 (e) “Consultant” means any person, including an advisor, engaged by a Participating Company to render services
other than as an Employee or a director, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person
pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act. 
  

 1 








 (f) “Disability” means the permanent and total disability of the
Optionee within the meaning of Section 22(e)(3) of the Code. 
  
 (g) “Employee” means any person treated as an employee (including an officer or a director who is also treated as an employee) in the records of a Participating Company. 
  
 (h) “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 
  
 (i) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Board, in its sole discretion, or by the Company, in its sole discretion, if such determination is
expressly allocated to the Company herein, subject to the following: 
  
 (i) If, on such date, there is a public market for the Stock, the Fair Market Value of a share of Stock shall be the closing sale price of a share of Stock (or the mean of the closing bid and asked prices of a share
of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, the Nasdaq Small-Cap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in
the Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall
be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its sole discretion. 
  
 (ii) If, on such date, there is no public market for the
Stock, the Fair Market Value of a share of Stock shall be as determined by the Board without regard to any restriction other than a restriction which, by its terms, will never lapse. 
  
 (j) “Option” means a right to purchase Stock (subject to adjustment as provided in
Section 4.2) pursuant to the terms and conditions of the Plan. Options are intended to be nonstatutory stock options and shall not be treated as incentive stock options within the meaning of Section 422(b) of the Code. 
  
 (k) “Option Agreement” means a
written agreement between the Company and an Optionee setting forth the terms, conditions and restrictions of the Option granted to the Optionee and any shares acquired upon the exercise thereof. 
  
 (l) “Optionee” means a person who
has been granted one or more Options. 
  
 (m)
“Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code. 
  
 (n) “Participating Company” means the Company or any Parent Corporation or
Subsidiary Corporation. 
  

 2 








 (o) “Participating Company Group” means, at any point in time,
all corporations collectively which are then Participating Companies. 
  
 (p) “Securities Act” means the Securities Act of 1933, as amended. 
  
 (q) “Service” means an Optionee’s employment or service with the Participating Company Group, whether in the
capacity of an Employee or a Consultant. The Optionee’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionee renders Service to the Participating Company Group or a change in the
Participating Company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee’s Service. Furthermore, an Optionee’s Service with the Participating Company Group shall not be deemed
to have terminated if the Optionee takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave
the Optionee’s Service shall be deemed to have terminated unless the Optionee’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise
designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Optionee’s Option Agreement. The Optionee’s Service shall be deemed to have terminated either
upon an actual termination of Service or upon the corporation for which the Optionee performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its sole discretion, shall determine whether the Optionee’s
Service has terminated and the effective date of such termination. 
  
 (r) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2. 
  
 (s) “Subsidiary Corporation” means any present or future “subsidiary
corporation” of the Company, as defined in Section 424(f) of the Code. 
  
 2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
  

	 	3.	Administration. 

  
 3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan or
of any Option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option. Any officer of a Participating Company shall have the authority to act on behalf of
the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right,
obligation, determination or election. 
  

 3 








 3.2 Powers of the Board. In addition to any other powers set forth in the
Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its sole discretion: 
  
 (a) to determine the persons to whom, and the time or times at which, Options shall be granted and the number of shares of Stock to be
subject to each Option; 
  
 (b) to determine the
Fair Market Value of shares of Stock or other property; 
  
 (c) to determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price
of the Option, (ii) the method of payment for shares purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option or such shares, including by the withholding or
delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the Option or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the
Optionee’s termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Option or such shares not inconsistent with the terms of the Plan;

  
 (d) to approve one or more forms of Option
Agreement; 
  
 (e) to amend, modify, extend,
cancel, renew, or grant a new Option in substitution for, any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise thereof; 
  
 (f) to accelerate, continue, extend or defer the exercisability of any Option or the vesting of any shares
acquired upon the exercise thereof, including with respect to the period following an Optionee’s termination of Service with the Participating Company Group; 
  
 (g) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt
supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be
granted Options; and 
  
 (h) to correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Option as the Board may deem advisable to the extent
consistent with the Plan and applicable law. 
  

	 	4.	Shares Subject to Plan. 

  
 4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of
shares of Stock that may be issued 

  

 4 








 
under the Plan shall be 1,000,000 and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding
Option for any reason expires or is terminated or canceled or shares of Stock acquired, subject to repurchase, upon the exercise of an Option are repurchased by the Company, the shares of Stock allocable to the unexercised portion of such Option, or
such repurchased shares of Stock, shall again be available for issuance under the Plan. 
  
 4.2 Adjustments for Changes in Capital Structure. In the event of any stock dividend, stock split, reverse stock split,
recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the Plan, and to any outstanding Options and in the
exercise price per share of any outstanding Options. If a majority of the shares which are of the same class as the shares that are subject to outstanding Options are exchanged for, converted into, or otherwise become (whether or not pursuant to an
Ownership Change Event, as defined in Section 8.1) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Options to provide that such Options are exercisable for New Shares. In the
event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Options shall be adjusted in a fair and equitable manner as determined by the Board, in its sole discretion. Notwithstanding the
foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded up or down to the nearest whole number, as determined by the Board, and in no event may the exercise price of any Option be decreased to an
amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and conclusive. 
  
 5. Eligibility. 
  
 Options may be granted only to Employees and Consultants; provided, however, that no Option shall be granted to any person (including any
officer or director) whose eligibility to receive an Option under the Plan at the time of grant would require the approval of the Company’s stockholders pursuant to any applicable law, regulation or rule, including, without limitation, any rule
applicable to the listing of the Company’s securities on the Nasdaq National Market. For purposes of the foregoing sentence, “Employees” and “Consultants” shall include
prospective Employees and prospective Consultants to whom Options are granted in connection with written offers of an employment or other service relationship with the Participating Company Group. Eligible persons may be granted more than one (1)
Option. 
  

 5 








 6. Terms and Conditions of Options. 
  
 Options shall be evidenced by Option Agreements specifying
the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement.
Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 
  

6.1 Exercise Price. The exercise price for each Option shall be established in the sole discretion of the Board; provided,
however, that the exercise price per share for an Option shall be not less than 85% of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option may be granted with an exercise
price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code. 
  
 6.2 Exercise Period. Options shall be exercisable at
such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria, and restrictions as shall be determined by the Board and set forth in the Option Agreement evidencing such Option; provided, however, that
(a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, and (b) no Option granted to a prospective Employee or prospective Consultant may become exercisable prior to the date on
which such person commences Service with a Participating Company. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall have a term of ten (10) years from the effective date
of grant of the Option. 
  
 6.3 Payment of
Exercise Price. 
  
 (a) Forms of
Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to
the Company of shares of Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements
with an underwriter for the Company) not less than the exercise price, (iii) by the assignment of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation,
through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) provided that the
Optionee is an Employee, by the Optionee’s promissory note in a form approved by the Company, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any
combination thereof. The Board may at any time or from time to time, by adoption of or by amendment to the standard forms of Option Agreement described in Section 7, or by other means, grant Options which do not permit all of the foregoing forms of
consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. 
  
 (b) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company of shares of
Stock to the extent such tender of Stock would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Board, an Option may not be
exercised by tender to the Company of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company. 
  

 6 








 (c) Cashless Exercise. The Company reserves, at any and all times, the
right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise. 
  
 (d) Payment by Promissory Note. No promissory
note shall be permitted if the exercise of an Option using a promissory note would be a violation of any law. Any permitted promissory note shall be on such terms as the Board shall determine at the time the Option is granted. The Board shall have
the authority to permit or require the Optionee to secure any promissory note used to exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company. Unless otherwise provided
by the Board, if the Company at any time is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Company’s
securities, any promissory note shall comply with such applicable regulations, and the Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply with such applicable regulations. 
  
 6.4 Tax Withholding. The Company shall have the
right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company,
equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Option or the shares acquired upon the exercise thereof. Alternatively or in
addition, in its sole discretion, the Company shall have the right to require the Optionee, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding
obligations of the Participating Company Group arising in connection with the Option or the shares acquired upon the exercise thereof. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow
established pursuant to the Option Agreement until the Participating Company Group’s tax withholding obligations have been satisfied by the Optionee. 
  
 6.5 Effect of Termination of Service. 
  
 (a) Option Exercisability. Except as otherwise provided herein or in the Option Agreement, subject to earlier termination of
the Option as otherwise provided herein or therein, an Option shall be exercisable after an Optionee’s termination of Service as follows: 
  
 (i) Disability. If the Optionee’s Service with the Participating Company Group is terminated because of the Disability of the
Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the
expiration of six (6) months (or such other period of time as determined by the Board, in its sole discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the date of expiration of the Option’s
term as set forth in the Option Agreement evidencing such Option (the “Option Expiration Date”). 
  

 7 








 (ii) Death. If the Optionee’s Service with the Participating Company Group
is terminated because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative or other person who
acquired the right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration of six (6) months (or such other period of time as determined by the Board, in its sole discretion) after the date on which the
Optionee’s Service terminated, but in any event no later than the Option Expiration Date. The Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within thirty (30) days after the Optionee’s
termination of Service. 
  
 (iii) Other
Termination of Service. If the Optionee’s Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the
Optionee’s Service terminated, may be exercised by the Optionee within thirty (30) days (or such other period of time as determined by the Board, in its sole discretion) after the date on which the Optionee’s Service terminated, but in any
event no later than the Option Expiration Date. 
  
 (b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option within the applicable time periods set forth in Section 6.5(a) is prevented by the provisions of Section 10 below, the
Option shall remain exercisable until thirty (30) days after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date. 
  
 (c) Extension if Optionee Subject to Section
16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.5(a) of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the
Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after
the Optionee’s termination of Service, or (iii) the Option Expiration Date. 
  

	 	7.	Standard Forms of Option Agreement.  

  
 7.1 General. Unless otherwise provided by the Board at the time the Option is granted, an Option shall comply with and be
subject to the terms and conditions set forth in the standard form of Option Agreement adopted by the Board concurrently with its adoption of the Plan and as amended from time to time. 
  
 7.2 Authority to Vary Terms. The Board shall have the authority from time to time to vary the
terms of the standard form of Option Agreement described in this Section 7 either in connection with the grant or amendment of an individual Option or in connection with the authorization of a new standard form or forms; provided, however, that the
terms and conditions of any such new, revised or amended standard form or forms of Option Agreement shall be in accordance with the terms of the Plan. 
  

 8 









	 	8.	Transfer of Control. 

  
 8.1 Definitions. 
  
 (a) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to
the Company: 
  
 (i) the direct or indirect sale
or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; 
  
 (ii) a merger or consolidation in which the Company is a party; 
  
 (iii) the sale, exchange, or transfer of all or
substantially all of the assets of the Company; or 
  
 (iv) a liquidation or dissolution of the Company. 
  
 (b) A “Transfer of Control” shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, the “Transaction”) wherein the
stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction,
direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the
“Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or
more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether
multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 
  
 8.2 Effect of Transfer of Control on Options. In the event of a Transfer of Control, the surviving,
continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), may either assume the Company’s rights and obligations under outstanding Options or
substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. For purposes of this Section 8.2, an Option shall be deemed assumed if, following the Transfer of Control, the Option confers the right
to purchase, for each share of Stock subject to the Option immediately prior to the Transfer of Control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Stock on the effective date of the
Transfer of Control was entitled. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Transfer of Control nor exercised as of the date of the Transfer of Control shall terminate and cease to
be outstanding effective as of the date of the Transfer of Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Transfer of Control and any consideration received pursuant to the Transfer of Control with
respect to 

  

 9 








 
such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such
Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Transfer of
Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that
are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Options shall not terminate unless the Board otherwise provides in its sole
discretion. 
  

	 	9.	Provision of Information.  

  
 Each Optionee shall be given access to information concerning the Company equivalent to that information generally made available to the
Company’s common stockholders. 
  

	 	10.	Nontransferability of Options. 

  
 During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee’s guardian or legal
representative. No Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion, and set forth in the
Option Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 Registration Statement under the Securities
Act. 
  

	 	11.	Compliance with Securities Law. 

  
 The grant of Options and the issuance of shares of Stock upon exercise of Options shall be subject to compliance with all applicable
requirements of federal, state and foreign law with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or
other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Option may be exercised unless (a) a registration statement under the Securities Act shall at the time of
exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of
an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary
to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the
exercise of any Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
thereto as may be requested by the Company. 
  

 10 









	 	12.	Indemnification. 

  
 In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating
Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including
attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure
to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct
in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
  

	 	13.	Termination or Amendment of Plan. 

  
 The Board may terminate or amend the Plan at any time. However, no termination or amendment of the Plan may adversely affect any then
outstanding Option or any unexercised portion thereof, without the consent of the Optionee, unless such termination or amendment is necessary to comply with any applicable law, regulation or rule. 
  

 11 








 iMANAGE, INC. 
 STOCK OPTION GRANT AGREEMENT 
  
 «FirstName» «LastName» (the “Optionee”) has been granted an option (the “Option”) to purchase shares of the Common Stock of iManage, Inc. (the “Company”) pursuant to
this Stock Option Grant Agreement, the Company’s 2000 Non-Officer Stock Option Plan (the “Plan”) and a standard form of the Terms of Stock Option Agreement (the “Option Agreement”), the provisions of which are
incorporated herein by reference. The following terms shall have their respective meanings as set forth below or in the Plan. 
  
 “Date of Option Grant” means «OptionDate». 
  
 “Number of Option Shares” means «SharesGranted» shares of Stock. 
  
 “Exercise Price” means «OptionPrice» per share.

  
 “Tax Status of Option” Incentive Stock Option

  
 “Initial Vesting Date” means the date
occurring one (1) year after «VestBaseDate». 
  
 “Option Expiration Date” means the date ten (10) years after the Date of Option Grant. 
  
 “Vested Ratio” means, on any relevant date, the ratio determined as follows: 
  

	 Prior to Initial Vesting Date:
	  	0
		
	 On Initial Vesting Date, provided the Optionee’s Service has not
 terminated prior to the Initial Vesting Date:
	  	1/4
		
	 For each full month of the Optionee’s Service from the Initial Vesting Date
until
 the Vested Ratio equals 1/1, an additional:
	  	1/48

  
 The Optionee
represents that he/she is familiar with the terms and provisions of the Option Agreement, and hereby accepts the Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board upon any questions arising under the Option. The Optionee acknowledges receipt of a copy of the Plan. 
  

	OPTIONEE	 	 	 	iMANAGE, INC.
				
	 	 	 	 	By:	 	 
	
	 	 	 	 	

	 «FirstName» «LastName»
	 	 	 	 	 	 
				
	 	 	 	 	 Its:
	 	 General Counsel

				
	 Address:
                                        
                                        
                         
	 	 	 	 Address:
	 	 950 Tower Lane, Suite 500
 Foster
City, CA 94404

	                                       
                                        
                                        
     
	 	 	 	 	 	 
				
	 Attachments:   2000 Non-Officer Stock Option Plan
 Terms of Stock Option Agreement
	 	 	 	 	 	 








 iMANAGE, INC. 
 TERMS OF STOCK OPTION AGREEMENT 
  
 The Company has granted to the Optionee pursuant to a Stock Option Grant Agreement (the “Grant Notice”) and the iManage, Inc. 2000 Non-Officer Stock Option Plan (the “Plan”) an option to
purchase certain shares of Stock, upon the terms and conditions set forth in the Grant Notice and this Option Agreement (the “Option”). The Option shall in all respects be subject to the terms and conditions of the Grant
Notice and the Plan, the provisions of which are incorporated herein by reference. 
  

	 	1.	DEFINITIONS AND CONSTRUCTION. 

  
 1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Grant Notice and the Plan. 
  
 1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
  

	 	2.	TAX STATUS OF OPTION. 

  
 As indicated in the Grant Notice, this Option is intended to be a
nonstatutory stock option and shall not be treated as an incentive stock option within the meaning of Section 422(b) of the Code. 
  

	 	3.	EXERCISE OF THE OPTION. 

  
 3.1 Right to Exercise. Except as otherwise provided
herein, the Option shall be exercisable on and after the Initial Vesting Date and prior to the termination of the Option (as provided in Section 5) in an amount not to exceed the Number of Option Shares multiplied by the Vested Ratio less the number
of shares previously acquired upon exercise of the Option. In no event shall the Option be exercisable for more shares than the Number of Option Shares. 
  
 3.2 Method of Exercise. Exercise of the Option shall be by written notice to the Company which must state the election to exercise
the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to the Optionee’s investment intent with respect to such shares as may be required pursuant to the
provisions of this Option Agreement. The written notice must be signed by the Optionee and must be delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the
Company may permit, to the Chief Financial Officer of the Company, or other authorized representative of the Participating Company Group, prior to the termination of the Option as set forth in Section 5, accompanied by full payment of the aggregate
Exercise Price for the number of shares of Stock being purchased. 

  

 1 








 
The Option shall be deemed to be exercised upon receipt by the Company of such written notice and the aggregate Exercise Price. 
 3.3 Payment of Exercise Price. 
  
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the
number of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of whole shares of Stock owned by the Optionee having a Fair
Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the aggregate
Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 3.3(c), or (iv) by any combination of the foregoing. 
  
 (b) Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation
to the ownership, of shares of Stock to the extent such tender of Stock, or attestation to the ownership, would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. The
Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the
Company. 
  
 (c) Cashless Exercise.
A “Cashless Exercise” means the assignment in a form acceptable to the Company of the proceeds of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a
program or procedure approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company
reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to decline to approve or terminate any such program or procedure. 
  
 3.4 Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time
thereafter as requested by the Company, the Optionee hereby authorizes withholding from payroll and any other amounts payable to the Optionee, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the
extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the Option, including, without limitation,
obligations arising upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of the Option, (iii) the operation of any law or regulation providing for the imputation of
interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon exercise of the Option. The Optionee is cautioned that the Option is not exercisable unless the tax withholding obligations of the Participating Company Group
are satisfied. Accordingly, the Optionee may not be able to exercise the Option when desired even though the Option is vested, 

  

 2 








 
and the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein. 
  
 3.5 Certificate Registration. Except in the event the
Exercise Price is paid by means of a Cashless Exercise, the certificate for the shares as to which the Option is exercised shall be registered in the name of the Optionee, or, if applicable, in the names of the heirs of the Optionee. 
  
 3.6 Restrictions on Grant of the Option and Issuance of
Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not
be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which
the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the
Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE
OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Optionee to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 
  
 3.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise
of the Option. 
  

	 	4.	NONTRANSFERABILITY OF THE OPTION. 

  
 The Option may be exercised during the lifetime of the Optionee only by the
Optionee or the Optionee’s guardian or legal representative and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. Following the death of the Optionee, the Option, to the extent provided
in Section 6, may be exercised by the Optionee’s legal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. 
  

 3 









	 	5.	TERMINATION OF THE OPTION. 

  
 The Option shall terminate and may no longer be exercised on the first to
occur of (a) the Option Expiration Date, (b) the last date for exercising the Option following termination of the Optionee’s Service as described in Section 6, or (c) a Transfer of Control to the extent provided in the Plan. 
  

	 	6.	EFFECT OF TERMINATION OF SERVICE. 

  
 6.1 Option Exercisability. 
  
 (a) Disability. If the Optionee’s Service
with the Participating Company Group is terminated because of the Disability of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the
Optionee’s guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date. 
  
 (b) Death. If the Optionee’s Service with
the Participating Company Group is terminated because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal
representative or other person who acquired the right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration of six (6) months after the date on which the Optionee’s Service terminated, but in any
event no later than the Option Expiration Date. The Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within thirty (30) days after the Optionee’s termination of Service. 
  
 (c) Other Termination of Service. If the
Optionee’s Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee’s Service terminated,
may be exercised by the Optionee within thirty (30) days (or such other longer period of time as determined by the Board, in its sole discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the
Option Expiration Date. 
  
 6.2 Extension if
Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of the Option within the applicable time periods set forth in Section 6.1 is prevented by the provisions of Section 3.6, the Option shall remain exercisable until thirty
(30) days after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date. 
  
 6.3 Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set
forth in Section 6.1 of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following
the date on which a sale of such shares by the Optionee would no longer be 

  

 4 








 
subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee’s termination of Service, or (iii) the Option Expiration Date.

  

	 	7.	RIGHTS AS A STOCKHOLDER, EMPLOYEE OR
CONSULTANT. 

  
 The Optionee shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of a certificate for the shares for which the Option has been exercised (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is
issued, except as provided in Section 4.2 of the Plan. If the Optionee is an Employee, the Optionee understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the
Optionee, the Optionee’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Optionee any right to continue in the Service of a Participating Company or interfere in any way
with any right of the Participating Company Group to terminate the Optionee’s Service as an Employee or Consultant, as the case may be, at any time. 
  

	 	8.	LEGENDS. 

  
 The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates
representing shares of stock subject to the provisions of this Option Agreement. The Optionee shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the
possession of the Optionee in order to carry out the provisions of this Section. 
  

	 	9.	RESTRICTIONS ON TRANSFER OF SHARES. 


 
 No shares acquired upon exercise of the Option may be sold, exchanged,
transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this
Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement
or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred. 
  

	 	10.	BINDING EFFECT. 

  
 Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 
  

	 	11.	TERMINATION OR AMENDMENT. 

  
 The Board may terminate or amend the Plan or the Option at any time;
provided, however, that except in connection with a Transfer of Control, no such termination or 

  

 5 








 
amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Optionee unless such termination or amendment is
necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective unless in writing. 
  

	 	12.	NOTICES. 

  
 Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option
Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, with postage and fees prepaid, addressed to the other party at
the address shown below that party’s signature on the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. 
  

	 	13.	INTEGRATED AGREEMENT. 

  
 The Grant Notice, this Option Agreement and the Plan constitute the entire understanding and agreement of the Optionee and
the Participating Company Group with respect to the subject matter contained herein and therein and there are no agreements, understandings, restrictions, representations, or warranties among the Optionee and the Participating Company Group with
respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and this Option Agreement shall survive any exercise of the Option and
shall remain in full force and effect. 
  

	 	14.	APPLICABLE LAW. 

  
 This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into
and to be performed entirely within the State of California. 
  

 6 








 Optionee:
                                     
  
 EXERCISE NOTICE 
 [Public Company/Registered Shares] 
  
 iManage, Inc. 
 2121 S. El Camino Real, 4th Floor 
 San
Mateo, CA 94403 
  
 Attention: Chief Financial Officer 
  
 Ladies and Gentlemen: 
  
 1. Option. I was granted an option (“Option”) to purchase shares of the common stock
of iManage, Inc. (“Company”) pursuant to the Company’s 2000 Non-Officer Stock Option Plan (the “Plan”), and a Stock Option Grant Agreement and related Terms of Stock Option Agreement
(collectively, the “Option Agreement”) as follows: 
  

		
	Grant Number:	 	                                      
                                        
                           
		
	Date of Option Grant:	 	                                      
                                        
                           
		
	Exercise Price per Share:	 	$
                                        
                                        
                     

  
 2. Exercise of
Option. I hereby elect to exercise the Option to purchase                          shares of the Company’s
Common Stock (the “Shares”), all of which have vested in accordance with the Option Agreement. 
  
 3. Payment. I enclose payment in full or have made arrangements for payment from the sales proceeds of the Shares of the total exercise
price for the Shares in the following form(s), as authorized by my Option Agreement: 
  

			
	 TM
	 	 Cash:
	 	$
                                        
                                        
           
			
	 TM
	 	 Check:
	 	$
                                        
                                        
           
			
	 TM
	 	 Tender of Company shares:
	 	$
                                        
                                        
           
			
	 TM
	 	 Cashless exercise (same-day-sale):
	 	$
                                        
                                        
           

  
 4. Tax
Withholding. I authorize payroll withholding and otherwise will make adequate provision for federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with my exercise of the Option and my subsequent
disposition of the Shares. 








	 	5.	Optionee Information. 

  

	
	My address is:
	
	                                      
                                        
                                        
                                        
             
	
	                                      
                                        
                                        
                                        
             
	
	My Social Security Number is:
                                        
                                        
                               

  
 I understand that I am
purchasing the Shares pursuant to the terms of the Plan and my Option Agreement, copies of which I have received and carefully read and understand. 
  

	Very truly yours,
	
	 
	

	 


  

	 Receipt of the above is hereby acknowledged.
  
 iMANAGE, INC.

		
	 By:
	 	 
	 	

		
	 Title:
	 	 
	 	

		
	 Dated: