exv4w1



 






Exhibit 4.1




PLUMTREE SOFTWARE, INC.




2004 OUTSIDE DIRECTOR STOCK IN LIEU OF FEES PLAN





	ITEM 1.	 	      Purposes of the Plan. The purpose of this 2004 Outside Director Stock In Lieu of Fees Plan is to help align the
interests of Outside Directors of the Company with the interests of the Company’s stockholders by providing additional
means for Outside Directors to increase their ownership of Company Common Stock.
	 
	ITEM 2.	 	      Definitions. As used herein, the following definitions shall apply:






	 	(a)	 	“Board” means the Board of Directors of the
Company.
	 
	 	(b)	 	“Code” means the Internal Revenue Code of 1986, as
amended.
	 
	 	(c)	 	“Common Stock” means the common stock of the
Company.
	 
	 	(d)	 	“Company” means Plumtree Software, Inc., a Delaware
corporation.
	 
	 	(e)	 	“Director” means a member of the Board.
	 
	 	(f)	 	“Employee” means any person employed by the Company
or any Parent or Subsidiary of the Company.
	 
	 	(g)	 	“Exchange Act” means the Securities Exchange Act of
1934, as amended.
	 
	 	(h)	 	“Fair Market Value” means, as of any date, the
value of Common Stock determined as follows:






	 	(1)	 	If the Common Stock is listed on any
established stock exchange or a national market system,
including without limitation the Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
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
market trading day on the time of determination (or if
that is not a trading day, the most recently concluded
trading day) as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;
	 
	 	(2)	 	If the Common Stock is regularly quoted
by a recognized securities dealer but selling prices are
not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low
asked prices for the Common Stock for the market trading
day on the time of determination (or if that is not a
trading day, the most recently concluded trading day), as
reported in The Wall Street Journal or such other source
as the Board deems reliable; or
	 
	 	(3)	 	In the absence of an established market
for the Common Stock, the Fair Market Value thereof shall
be determined in good faith by the Board.






	 	(i)	 	“Outside Director” means a Director who is not an
Employee.




 









 






	 	(j)	 	“Parent” means a “parent corporation,” whether now
or hereafter existing, as defined in Section 424(e) of the
Code.
	 
	 	(k)	 	“Plan” means this 2004 Outside Director Stock In
Lieu of Fees Plan.
	 
	 	(l)	 	“Share” means a share of the Common Stock, as
adjusted in accordance with Section 8 of the Plan.
	 
	 	(m)	 	“Subsidiary” means a “subsidiary corporation,”
whether now or hereafter existing, as defined in Section 424(f)
of the Internal Revenue Code of 1986.






	ITEM 3.	 	      Stock Subject to the Plan. Subject to the provisions of Section 8
of the Plan, the maximum aggregate number of Shares which may be
sold under the Plan is 250,000 Shares (the “Pool”). The Shares
may be authorized, but unissued, or reacquired Common Stock.
	 
	ITEM 4.	 	      Eligibility. Only Outside Directors may participate in the Plan.
The Plan shall not confer upon any Outside Director any right with
respect to continuation of service as a Director or nomination to
serve as a Director, nor shall it interfere in any way with any
rights which the Director, the Company or the Company’s
stockholders may have to terminate the Director’s relationship
with the Company.
	 
	ITEM 5.	 	      Elections to Receive Stock In Lieu of Cash.






	 	(a)	 	Election Procedure. Each Outside Director may
elect to forego receipt of all or a portion of the annual
retainer, committee fees and meeting fees otherwise due to the
Outside Director in a specific calendar quarter in exchange for
Common Stock under this Plan. The number of Shares received by
any Outside Director shall equal the amount of foregone cash
compensation divided by the Fair Market Value of a Share on the
last market trading day of the calendar quarter in respect of
which the cash compensation otherwise would have been paid to
the Outside Director, rounded down to the nearest whole Share,
with the dollar amount of any fractional shares to be credited
to the Outside Director’s next purchase under the Plan. Outside
Directors may participate by submitting a written or electronic
election to the Chief Financial Officer of the Company, in such
form as the Company determines, at least three months prior to
the beginning of the calendar quarter to which the election
relates.
	 
	 	(b)	 	Standing Elections; Modification or Termination.
Outside Directors may submit standing written or electronic
elections to apply to subsequent calendar quarters (following
the calendar quarter to which their initial election relates),
of up to two years’ duration. These standing elections may
only be modified or terminated by means of submitting a written
or electronic election to the Chief Financial Officer, in such
form as the Company determines, at least three months prior to
the beginning of the calendar quarter to which the modification
or termination relates.
	 
	 	(c)	 	Insider Information. Any elections made by an
Outside Director hereunder shall be made (i) during an open
trading window when the Outside Director is not in possession
of material non-public information, and (ii) in accordance with
the Company’s Insider Trading Policy.
	 
	 	(d)	 	Share Shortfalls. In the event that any election
under the Plan would cause the number of Shares required to be
issued under the Plan to exceed the Pool, then Outside
Directors’ outstanding irrevocable elections shall be
disregarded, as determined by the Company in an equitable
manner, to avoid exceeding the Pool. No further elections
shall be made or shall be valid until such time, if any, as
additional Shares become available for purchase under the Plan.




 









 












	ITEM 6.	 	      Term of Plan. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 9 of the Plan.
	 
	ITEM 7.	 	      Share Ownership. Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate or authorization of a brokerage entry
evidencing such Shares, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to Shares purchased hereunder.
A share certificate or authorized brokerage account entry for the number of
Shares so acquired shall be issued or made to the Optionee or to his or her
designated brokerage account as soon as practicable after the purchase date. No
adjustment shall be made for a dividend or other right for which the record
date is prior to the date the stock certificate is issued or authorized
brokerage account entry made.
	 
	ITEM 8.	 	      Adjustments Upon Changes in Capitalization. The number of shares of
Common Stock which have been authorized for issuance under the Plan shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.”
	 
	ITEM 9.	 	      Amendment and Termination of the Plan. The Board may at any time amend,
alter, suspend, or discontinue the Plan.
	 
	ITEM 10.	 	      Conditions Upon Issuance of Shares. Shares shall not
be issued hereunder unless the issuance and delivery
of Shares pursuant hereto shall comply with all
relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended,
the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and
the requirements of any stock exchange upon which the
Shares may then be listed, and shall be further
subject to the approval of counsel for the Company
with respect to such compliance.





               As a condition to a purchase hereunder, the Company may require the
Outside Director to represent and warrant at the time of any such purchase that
the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares, if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.



               Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company’s 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.