**Exhibit 10.18**

 

**VISIGENIC SOFTWARE, INC.**

 

**1995 STOCK OPTION PLAN**

 

**(As Amended June 17, 1996)**

 

 

****1.1****    ***Establishment.***  The Visigenic Software, Inc. 1995 Stock Option Plan (the“**Plan**”) is hereby established effective as of April 18, 1995 (the “**Effective Date**”). 

 

****1.2*******    Purpose.***  The purpose of the Plan is to advance the interests of theParticipating 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 ofthe 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 forissuance 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. However, all Options shall be granted, if at all, within ten (10)years from the Effective Date. 

 

 

****2.1*******    Definitions.***  Whenever used herein, the following terms shall have theirrespective 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 committeeof 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 Visigenic Software, Inc., a Delawarecorporation, or any successor corporation thereto. 

 

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(e)    “**Consultant**” means any person, including an advisor, engaged by a Participating Company to render services other than as an Employee or a Director . 

 

(f)    “**Director**” meansa member of the Board or of the board of directors of any other Participating Company. 

 

(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 ParticipatingCompany; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for this purpose. 

 

(h)    “**Exchange Act**” means the Securities Exchange Act of 1934, asamended. 

 

(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, ifsuch determination is expressly allocated to the Company herein. 

 

(j)    “**Incentive Stock Option**” means an Option intended to be (as set forth in the Option Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b)of the Code. 

 

(k)    “**Insider**” means an officer or a Director of the Company or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act. 

 

(l)    “**Nonstatutory StockOption**” means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option. 

 

(m)    “**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. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option. 

 

(n)    “**Option Agreement**” means a written agreement between the Company and an Optionee settingforth the terms, conditions and restrictions of the Option granted to the Optionee and any shares acquired upon the exercise thereof. 

 

(o)    “**Optionee**” means a person who has been granted one or more Options. 

 

(p)    “**ParentCorporation**” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code. 

 

(q)    “**Participating Company**” means the Company or any Parent Corporation or SubsidiaryCorporation. 

 

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(r)    “**Participating Company Group**” means, at any point in time, all corporations collectively which are then Participating Companies. 

 

(s)    “**Rule 16b-3**” means Rule 16b-3 as promulgated under the ExchangeAct, as amended from time to time, or any successor rule or regulation. 

 

(t)    “**Stock**” means the common stock, par value $0.001, of the Company, as adjusted from time to time in accordance with Section 4.2. 

 

(u)    “**SubsidiaryCorporation**” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 

 

(v)    “**Ten Percent Owner Optionee**” means an Optionee who, at the time an Option is granted to theOptionee, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) 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 otherwiseindicated by the context, the singular shall include the plural, and the plural shall include the singular, and the term “or” shall include the conjunctive as well as the disjunctive. 

 
 3. **Administration.**
 

3.1***    Administration by the Board.***  The Plan shall be administered by the Board, includingany duly appointed Committee of 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 suchOption. 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 Companyherein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election. 

 

3.2***    Powers of the Board.***  In addition to any other powers set forth in the Plan and subjectto 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 ofshares of Stock to be subject to each Option; 

 

(b)    to designate Options as Incentive Stock Options or Nonstatutory Stock Options; 

 

(c)    to determine the Fair Market Value of shares of stock or other property; 

 

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(d)    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 exerciseprice 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 thewithholding 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 ofthe Optionee’s termination of employment or 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 ofthe Plan; 

 

(e)    to approveone or more forms of Option Agreement; 

 

(f)    to amend, modify, extend, or 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 exercisethereof; 

 

(g)    to delegateto any proper officer of the Company the authority to grant one or more Options, without further approval of the Board, to any person eligible pursuant to Section 5, other than a person who, at the time of such grant, is an Insider; provided,however, that (i) such Options shall not be granted to any one person within any fiscal year of the Company for more than a number of shares of Stock as may be determined by the Board from time to time, (ii) the exercise price per share of each suchOption shall be equal to 100% of the Fair Market Value of a share of Stock on the date of grant, and (iii) each such Option shall be subject to the terms and conditions of the appropriate standard form of Option Agreement approved by the Board andshall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Board; 

 

(h)    to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplementsto, 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 grantedOptions; and 

 

(i)    tocorrect 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 theextent consistent with the Plan and applicable law. 

 

3.3***    Disinterested Administration.***  With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section12 of the Exchange Act, the Plan shall be administered by the Board in compliance with the “disinterested administration” requirements, if any, of Rule 16b-3. 

 

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 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 under the Plan shall be two million five hundred thousand (2,500,000) and shall consist of authorized but unissued shares or reacquired shares of Stock or any combination thereof. Ifan outstanding Option for any reason expires or is terminated or canceled or if 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 portionof 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 anyoutstanding Options and in the exercise price 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 (whetheror 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 NewShares. In the event of any such amendment, the number of shares subject to, and the exercise price of, the outstanding Options shall be adjusted in a fair and equitable manner as determined by the Board, in its sole discretion. Notwithstanding theforegoing, 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 anamount 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 and Option Limitations.**
 

5.1***    Persons Eligible for Options.***  Options may be granted only to Employees, Consultants,and Directors. For purposes of the foregoing sentence, “Employees” shall include prospective Employees to whom Options are granted in connection with written offers of employment with the Participating Company Group, and“Consultants” shall include prospective Consultants to whom Options are granted in connection with written offers of engagement with the Participating Company Group. Eligible persons may be granted more than one (1) Option. 

 

5.2***    Directors Serving onCommittee.***  At any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, no member of a Committee established to administer the Plan in compliance with the“disinterested administration” requirements, if any, of Rule 16b-3, while a member, shall be eligible to be granted an Option. 

 

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5.3***    Option Grant Restrictions.***  Any person who is not an Employee on the date an Option is granted to such person may be granted only a Nonstatutory Stock Option. An Incentive StockOption granted to a prospective Employee upon the condition that such person become an Employee shall be deemed granted on the date such person commences service with a Participating Company, with an exercise price determined as of such date inaccordance with Section 6.1. 

 

5.4***    Fair Market Value Limitation.***  To the extent that the aggregate Fair Market Value of stock with respect to which options designated as Incentive Stock Options are exercisable by anOptionee for the first time during any calendar year (under all stock option plans of the Participating Company Group, including the Plan) exceeds One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shallbe treated as Nonstatutory Stock Options. For purposes of this Section 5.4, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined asof the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.4, such different limitation shall be deemed incorporated herein effective as of thedate and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in thisSection 5.4, the Optionee may designate which portion of such Option the Optionee is exercising and may request that separate certificates representing each such portion be issued upon the exercise of the Option. In the absence of such designation,the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. 

 

6.**    Terms and Conditions of Options.**  Options shall be evidenced by Option Agreementsspecifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to thefollowing 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 (a) the exercise price per share for anIncentive Stock Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, (b) the exercise price per share for a Nonstatutory Stock Option shall be not less than eighty-five percent (85%)of the Fair Market Value of a share of Stock on the effective date of grant of the Option, and (c) no Incentive Stock Option granted to a Ten Percent Owner Optionee shall have an exercise price per share less than one hundred ten percent (110%) ofthe Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than theminimum 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. 

 

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6.2***    Exercise Period.***  Options shall be exercisable at such time or times and subject to such terms, conditions, performance criteria, and restrictions as shall be determined by the Boardand set forth in the Option Agreement evidencing such Option: provided, however, that (a) no Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the date such Option is granted, (b) no Incentive Stock Optiongranted to a Ten Percent Owner Optionee shall be exercisable after the expiration of five (5) years after the date such Option is granted, and (c) no Option granted to a prospective Employee or prospective Consultant may become exercisable prior tothe date on which such person commences service with a Participating Company. 

 

6.3**    *******Payment of Exercise Price.*********

 

(a)**    Forms of Payment Authorized.**  Except as otherwise provided below, payment of the exerciseprice 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 determinedby 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 assignmentof 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 totime by the Board of Governors of the Federal Reserve System) (a “**Cashless Exercise**”), (iv) by the Optionee’s promissory note in a form approved by the Company, (v) by such other consideration as may be approved by the Boardfrom 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 byother 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 ofStock.**  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 agreementrestricting 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. 

 

(c)**    Cashless Exercise.**  The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline toapprove or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise. 

 

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(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 shallbe due and payable not more than ten (10) years after the Option is exercised, and interest shall be payable at least annually and at a rate at least equal to the minimum interest rate necessary to avoid imputed interest pursuant to all applicablesections of the Code. 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 acceptableto the Company. Unless otherwise provided by the Board, in the event 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 extensionof 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 suchapplicable 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 Optioneethe tender of, a number of 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 Groupwith respect to such Option. Alternatively, in its sole discretion, the Company shall have the right to require the Optionee, through payroll withholding or otherwise, to make adequate provision for any such tax withholding obligations of theParticipating Company Group arising in connection with the Option. 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 ParticipatingCompany Group’s tax withholding obligations have been satisfied by the Optionee. 

 

6.5***    Repurchase Rights.***  Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other conditions andrestrictions as determined by the Board, in its sole discretion, at the time the Option is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one ormore persons as may be selected by the Company. Upon request by the Company, each Optionee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Companyany and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 

 
 7 **Standard Forms of Option Agreement.**
 

7.1***    Incentive Stock Options.***  Unless otherwise provided for by the Board at the time anOption is granted, an Option designated as an “Incentive Stock Option” shall comply with and be subject to the terms and conditions set forth in the form of Immediately Exercisable Incentive Stock Option Agreement adopted by the Boardconcurrently with its adoption of the Plan and as amended from time to time. 

 

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7.2***    Nonstatutory Stock Options.***  Unless otherwise provided for by the Board at the time an Option is granted, an Option designated as a “Nonstatutory Stock Option” shall complywith and be subject to the terms and conditions set forth in the form of Immediately Exercisable Nonstatutory Stock Option Agreement adopted by the Board concurrently with its adoption of the Plan and as amended from time to time. 

 

7.3***    Standard Term ofOptions.***  Except as otherwise provided in Section 6.2 or by the Board in the grant of an Option, any Option granted hereunder shall be exercisable for a term of ten (10) years. 

 

7.4***    Authority to VaryTerms.***  The Board shall have the authority from time to time to vary the terms of any of the standard forms of Option Agreement described in this Section 7 either in connection with the grant or amendment of an individual Option orin 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 are not inconsistent with the terms of the Plan.Such authority shall include, but not by way of limitation, the authority to grant Options which are not immediately exercisable. 

 
 8. **Transfer of Control.**
 

******8.1***    Definitions.***

 

(a)    An **“Ownership Change Event”** shall be deemed to have occurred ifany 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 inwhich 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 ora 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 sameproportions 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 votingstock 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 ownershipshall include, without limitation, an interest 

 

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resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or theTransferee 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 OwnershipChange 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 Board, in its sole discretion, may arrange with the surviving,continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the **“Acquiring Corporation”**), for the Acquiring Corporation to either assume the Company’s rights and obligations underoutstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. The Company shall provide each Optionee holding an outstanding Option with at least ten (10) days advance writtennotice of the pending Transfer of Control prior to the consummation thereof. 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 theTransfer 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 considerationreceived pursuant to the Transfer of Control with respect to 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 orcontinuing 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 affiliatedgroup 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 ofInformation.**  At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made available to each Optionee and purchaser of shares of Stock upon the exercise of anOption. The Company shall not be required to provide such information to persons whose duties in connection with the Company assure them access to equivalent information. 

 

10.**    Nontransferability of Options.**  During the lifetime of theOptionee, 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, a Nonstatutory Stock Option shall be assignable or transferable to the extent permitted by the Board and set forth in the Option Agreement evidencing such Option. 

 

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11.**    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 ofthe Board and any officers or employees of the Participating Company Group to whom authority to act for the Board is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually andnecessarily 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 withthe 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 anysuch 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. 

 

12.**    Termination or Amendment ofPlan.  **The Board may terminate or amend the Plan at any time. However, subject to changes in the law or other legal requirements that would permit otherwise, without the approval of the Company’s stockholders, thereshall be (a) no increase in the total number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) noexpansion in the class of persons eligible to receive Nonstatutory Stock Options. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Option or any unexercised portion thereof, without the consent of theOptionee, unless such termination or amendment is necessary to comply with any applicable law or government regulation. 

 

13.**    Stockholder Approval.**  The Plan or any increase in the maximum number of shares ofStock issuable thereunder as provided in Section 4.1 (the “**Maximum Shares**”) shall be approved by the stockholders of the Company within twelve (12) months of the date of adoption thereof by the Board. Options granted prior tostockholder approval of the Plan or in excess of the Maximum Shares previously approved by the stockholders shall become exercisable no earlier than the date of stockholder approval of the Plan or such increase in the Maximum Shares, as the case maybe. 

 

IN WITNESS WHEREOF, the undersigned Secretary of the Companycertifies that the foregoing Visigenic Software, Inc. 1995 Stock Option Plan was duly adopted by the Board on April 18, 1995 and amended on April 24 and June 17, 1996. 

 

 
  
 
  
Glenn C. Myers, Secretary                        

 

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PLAN HISTORY

 

 

April 18, 1995
    
Board adopts Plan, with an initial reserve of 1,500,000 shares.

June 6, 1995
    
Stockholders approve Plan, with an initial reserve of 1,500,000 shares.

April 24, 1996
    
Board amends plan to increase share reserve to 4,000,000 shares, to make certain other amendments required byCalifornia Department of Corporations, and to confirm amendment delegating authority to officers to grant options.

June 17, 1996
    
Board amends plan to increase share reserve to 5,000,000 shares (2,500,000 after effect of 1:2 reverse split). Boardalso adopts other amendments effective upon Section 12 registration of common stock.

August 1996
    
Stockholders approve amendment to plan to increase share reserve to 5,000,000 shares (2,500,000 after effect of 1:2reverse split) and other changes to be effective upon Section 12 registration of common stock.

 

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