Exhibit 4.7


 


NIKU
CORPORATION


2000 STOCK
INCENTIVE PLAN


Adopted August 9,
2000


As Amended August 13, 2001


 


1.                                      PURPOSE.  The purpose of this Plan is to provide
incentives to attract, retain, compensate and motivate employees, directors and
consultants of Niku Corporation, a Delaware corporation (the “Company”) and its
Subsidiaries, including those connected with the Company’s acquisitions of ABT
Corporation, bSource.com, Inc. and 600 Monkeys, Inc., by offering
them an opportunity to participate in the Company’s future performance through
awards of Options, Restricted Stock and Stock Bonuses.  Capitalized terms not defined in the text are
defined in Section 22 if they are not otherwise defined in other sections
of this Plan.


 


2.                                      SHARES SUBJECT TO THE PLAN.


 


2.1                                 Number of Shares Available.  Subject to Sections 2.2 and 17, the total
number of Shares reserved and available for grant and issuance pursuant to this
Plan will be 2,600,000 Shares.  Subject
to Sections 2.2 and 17, Shares that are subject to: (a) issuance upon
exercise of an Option but cease to be subject to such Option for any reason
other than exercise of such Award and (b) an Award granted hereunder but
are forfeited or are repurchased by the Company at the original issue price
because the Shares are Unvested Shares at the time of the Participant’s
Termination, will again be available for grant and issuance in connection with
future Awards under this Plan.  At all
times the Company shall reserve and keep available a sufficient number of
Shares as shall be required to satisfy the requirements of all outstanding
Awards granted under this Plan.


 


2.2                                 Adjustment of Shares.  If the number of outstanding shares is
changed by a stock dividend, recapitalization, stock split, reverse stock
split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the
number of Shares reserved for issuance under this Plan, (b) the Exercise
Prices of and number of Shares subject to outstanding Options, and (c) the
number of Shares subject to other outstanding Awards, will be proportionately
adjusted, subject to any required action by the Board or the stockholders of
the Company and compliance with applicable securities laws; provided,
that fractions of a Share will not be issued but will either be paid in cash at
the Fair Market Value of such fraction of a Share or will be rounded up to the
nearest whole Share, as determined by the Committee; and provided, further,
that the Exercise Price of any Award may not be decreased to below the par
value of the Shares.


 


3.                                      ELIGIBILITY.  Awards may be granted to employees, officers,
directors, consultants, independent contractors and advisors of the Company or
any Parent or Subsidiary of the Company; provided such consultants,
independent contractors and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction.  A person may be granted
more than one Award under this Plan. 
Awards granted to officers and non-employee directors may not exceed in
the aggregate forty percent (40%) of all Shares that are reserved for grant
under this Plan.  Awards granted as
Restricted Stock to officers and non-employee directors may not exceed in the
aggregate forty percent (40%) of all Shares that are granted as Restricted
Stock.


 


4.                                      ADMINISTRATION.


 


4.1                                 Committee Authority.  This Plan will be administered by the
Committee or by the Board acting as the Committee.  Subject to the general purposes, terms and
conditions of this Plan, and to the direction of the Board, the Committee will
have full power to implement and carry out this Plan.  Without limitation, the Committee will have
the authority to:


 


(a)                                  construe and
interpret this Plan, any Award Agreement and any other agreement or document
executed pursuant to this Plan;


 


(b)                                 prescribe, amend and
rescind rules and regulations relating to this Plan or any Award;


 





















 


(c)                                  select persons to
receive Awards;


 


(d)                                 determine the form and
terms of Awards;


 


(e)                                  determine the number of
Shares subject to Awards;


 


(f)                                    determine whether
Awards will be granted singly, in combination with, in tandem with, in
replacement of, or as alternatives to, other Awards under this Plan or any
other incentive or compensation plan of the Company or any Parent or Subsidiary
of the Company;


 


(g)                                 grant waivers of Plan
or Award conditions;


 


(h)                                 determine the vesting,
exercisability and payment of Awards;


 


(i)                                     correct any
defect, supply any omission or reconcile any inconsistency in this Plan, any
Award or any Award Agreement;


 


(j)                                     determine whether
an Award has been earned; and


 


(k)                                  make all other
determinations necessary or advisable for the administration of this Plan.


 


4.2                                 Committee Discretion.  Any determination made by the Committee with
respect to any Award will be made in its sole discretion at the time of grant
of the Award or, unless in contravention of any express term of this Plan or
Award, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Award under this
Plan.  The Committee may delegate to one
or more officers of the Company the authority to grant an Award under this Plan
to Participants who are not officers.


 


5.                                      OPTIONS.  Only nonqualified stock options that do not
qualify as incentive stock options within the meaning of Section 422(b) of
the Code may be granted under this Plan. 
The Committee may grant Options to eligible persons and will determine (i) the
number of Shares subject to the Option, (ii) the Exercise Price of the
Option, (iii) the period during which the Option may be exercised, and (iv) all
other terms and conditions of the Option, subject to the following:


 


5.1                                 Form of Option Grant.  Each Option granted under this Plan will be
evidenced by a Stock Option Agreement. 
The Stock Option Agreement will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.


 


5.2                                 Date of Grant.  The date of grant of an Option will be the
date on which the Committee makes the determination to grant the Option, unless
a later date is otherwise specified by the Committee.  The Stock Option Agreement and a copy of this
Plan will be delivered to the Participant within a reasonable time after the
Option is granted.


 


5.3                                 Exercise Period
and Expiration Date.  Options will be
exercisable within the times or upon the occurrence of events determined by the
Committee as set forth in the Stock Option Agreement governing such Option; provided,
however, that no Option will be exercisable after the expiration of ten (10) years
from the date the Option is granted.  The
Committee also may provide for Options to become exercisable at one time or
from time to time, periodically or otherwise, in such number of Shares or
percentage of Shares as the Committee determines.


 


5.4                                 Exercise Price.  The Exercise Price of an Option will be
determined by the Committee when the Option is granted and may be not less than
the par value of the Shares on the date of grant.  Payment for the Shares purchased must be made
in accordance with Section 7 of this Plan.


 





















 


5.5                                 Method of Exercise.  Options may be exercised only by delivery to
the Company of a written stock option exercise agreement  (the “Exercise Agreement”)
in a form approved by the Committee (which need not be the same for each
Participant), stating the number of Shares being purchased, the restrictions
imposed on the Shares purchased under such Exercise Agreement, if any, and such
representations and agreements regarding Participant’s investment intent and
access to information and other matters, if any, as may be required or
desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.


 


5.6                                 Termination.  Notwithstanding the exercise periods set
forth in the Stock Option Agreement, exercise of an Option will always be
subject to the following:


 


(a)                                  If the Participant is
Terminated for any reason except death or Disability, then the Participant may
exercise such Participant’s Options only to the extent that such Options would
have been exercisable upon the Termination Date no later than three (3) months
after the Termination Date (or such shorter or longer time period not exceeding
five (5) years as may be determined by the Committee, but in any event, no
later than the expiration date of the Options.


 


(b)                                 If the Participant is
Terminated because of Participant’s death or Disability (or the Participant
dies within three (3) months after a Termination other than for Cause or
because of Participant’s Disability), then Participant’s Options may be
exercised only to the extent that such Options would have been exercisable by
Participant on the Termination Date and must be exercised by Participant (or
Participant’s legal representative or authorized assignee) no later than twelve
(12) months after the Termination Date (or such shorter or longer time period
not exceeding five (5) years as may be determined by the Committee) but in
any event no later than the expiration date of the Options.


 


(c)                                  Notwithstanding the
provisions in paragraph 5.6(a) above, if a Participant is terminated for
Cause, neither the Participant, the Participant’s estate nor such other person
who may then hold the Option shall be entitled to exercise any Option with
respect to any Shares whatsoever, after termination of service, whether or not
after termination of service the Participant may receive payment from the
Company or any Parent or Subsidiary of the Company for vacation pay, for
services rendered prior to termination, for services rendered for the day on
which termination occurs, for salary in lieu of notice, or for any other benefits.  In making such determination, the Board shall
give the Participant an opportunity to present to the Board evidence on his
behalf.  For the purpose of this
paragraph, termination of service shall be deemed to occur on the date when the
Company dispatches notice or advice to the Participant that his service is
terminated.


 


5.7                                 Limitations on Exercise.  The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option,
provided that the minimum number will not prevent a Participant from exercising
the Option for the full number of Shares for which it is then exercisable.


 


5.8                                 Modification, Extension or Renewal.  The Committee may modify, extend or renew
outstanding Options and authorize the grant of new Options in substitution
therefor, provided that any such action may not, without the written consent of
a Participant, impair any of such Participant’s rights under any Option
previously granted.  The Committee may
reduce the Exercise Price of outstanding Options without the consent of
Participants affected by a written notice to them; provided, however,
that the Exercise Price may not be reduced below the minimum Exercise Price
that would be permitted under Section 5.4 of this Plan for Options granted
on the date the action is taken to reduce the Exercise Price; and provided,
further, that the Exercise Price shall not be reduced below the par value of
the Shares.


 


6.                                      RESTRICTED STOCK
AND STOCK BONUSES.


 


6.1                                 Restricted Stock Award.  A Restricted Stock Award is an offer by the
Company to sell to an eligible person Shares that are subject to
restrictions.  The Committee will
determine to whom an offer will be made, the number of Shares the person may
purchase, the price to be paid (the “Purchase Price”),
the restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to this


 





















 


section of the Plan.  All
purchases under a Restricted Stock Award made pursuant to this Plan will be
evidenced by an Award Agreement (“Restricted
Stock Purchase Agreement”) that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and
conditions of this Plan.  The offer of
Restricted Stock will be accepted by the Participant’s execution and delivery
of the Restricted Stock Purchase Agreement and full payment for the Shares to
the Company within thirty (30) days from the date the Restricted Stock Purchase
Agreement is delivered to the person.  If
such person does not execute and deliver the Restricted Stock Purchase
Agreement along with full payment for the Shares to the Company within thirty
(30) days, then the offer will terminate, unless otherwise determined by the
Committee.


 


6.2                                 Purchase Price.  The Purchase Price of Shares sold pursuant to
a Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted and may be not less than the par value of the
Shares on the date of grant.  Payment of
the Purchase Price may be made in accordance with Section 7 of this Plan.


 


6.3                                 Terms of Restricted
Stock Awards.  Restricted Stock Awards shall be subject to
such restrictions as the Committee may impose. 
These restrictions may be based upon completion of a specified number of
years of service with the Company or upon completion of the performance goals
as set out in advance in the Participant’s individual Restricted Stock Purchase
Agreement.  Restricted Stock Awards may
vary from Participant to Participant and between groups of Participants. Prior
to the grant of a Restricted Stock Award, the Committee shall: (a) determine
the nature, length and starting date of any Performance Period for the
Restricted Stock Award; (b) select from among the Performance Factors to
be used to measure performance goals, if any; and (c) determine the number
of Shares that may be awarded to the Participant.  Prior to the payment of any Restricted Stock
Award, the Committee shall determine the extent to which such Restricted Stock
Award has been earned. Performance Periods may overlap and Participants may
participate simultaneously with respect to Restricted Stock Awards that are
subject to different Performance Periods and having different performance goals
and other criteria.


 


6.4                                 Termination During Performance Period.  If a Participant is Terminated during a
performance period for any reason, then such Participant will be entitled to
payment (whether in Shares, cash or otherwise) with respect to the Restricted
Stock Award only to the extent earned as of the date of Termination in
accordance with the Restricted Stock Purchase Agreement, unless the Committee
will determine otherwise.


 


6.5                                  Awards of Stock Bonuses. A Stock Bonus is an award of Shares (which
may consist of Restricted Stock) for services rendered to the Company or any
Parent or Subsidiary of the Company.  A
Stock Bonus may be awarded for past services already rendered to the Company,
or any Parent or Subsidiary of the Company pursuant to an Award Agreement (the “Stock Bonus Agreement”)
that will be in such form (which need not be the same for each Participant) as
the Committee will from time to time approve, and will comply with and be
subject to the terms and conditions of this Plan. A Stock Bonus may be awarded
upon satisfaction of such performance goals as are set out in advance in the
Participant’s individual Award Agreement (the “Performance Stock Bonus
Agreement”) that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan. Stock Bonuses may
vary from Participant to Participant and between groups of Participants, and
may be based upon the achievement of the Company, Parent or Subsidiary and/or
individual performance factors or upon such other criteria as the Committee may
determine.


 


6.6                                  Terms of Stock Bonuses. The Committee will determine the number of
Shares to be awarded to the Participant. If the Stock Bonus is being earned
upon the satisfaction of performance goals pursuant to a Performance Stock
Bonus Agreement, then the Committee will: (a) determine the nature, length
and starting date of any Performance Period for each Stock Bonus; (b) select
from among the Performance Factors to be used to measure the performance, if
any; and (c) determine the number of Shares that may be awarded to the
Participant. Prior to the payment of any Stock Bonus, the Committee shall
determine the extent to which such Stock Bonuses have been earned. Performance
Periods may overlap and Participants may participate simultaneously with
respect to Stock Bonuses that are subject to different Performance Periods and
different performance goals and other criteria. The number of Shares may be
fixed or may vary in accordance with such performance goals and criteria as may
be determined by the Committee. The Committee may adjust the performance goals
applicable to the Stock Bonuses to


 





















 


take
into account changes in law and accounting or tax rules and to make such
adjustments as the Committee deems necessary or appropriate to reflect the
impact of extraordinary or unusual items, events or circumstances to avoid
windfalls or hardships.


 


6.7                                 Form of Payment. The earned portion of a Stock Bonus may be
paid currently or on a deferred basis with such interest or dividend
equivalent, if any, as the Committee may determine. Payment may be made in the
form of cash or whole Shares or a combination thereof, either in a lump sum
payment or in installments, all as the Committee will determine.


 


7.                                       PAYMENT FOR SHARE PURCHASES.


 


7.1                                 Payment.  Payment for Shares purchased on exercise of
an Award may be made in cash (by check) or, where expressly approved for the
Participant by the Committee and where permitted by law:


 


(a)                                  by cancellation of
indebtedness of the Company to the Participant;


 


(b)                                 by surrender of shares
that either:  (1) have been owned by
Participant for more than six (6) months and have been paid for within the
meaning of SEC Rule 144 (and, if such shares were purchased from the
Company by use of a promissory note, such note has been fully paid with respect
to such shares); or (2) were obtained by Participant in the public market;


 


(c)                                  by tender of a full
recourse promissory note having such terms as may be approved by the Committee
and bearing interest at a rate sufficient to avoid imputation of income under
Sections 483 and 1274 of the Code; provided, however, that a
Participant who is not an employee of the Company may not purchase Shares with
a promissory note unless the note is adequately secured by collateral other
than the Shares; and provided, further, that the portion of the Exercise Price
equal to the par value of the Shares must be paid in cash;


 


(d)                                 by waiver of
compensation due or accrued to the Participant for services rendered;


 


(e)                                  provided that a
public market for the Company’s stock exists:


 


(1)                                  through a “same day
sale” commitment from the Participant and a broker-dealer that is a member of
the National Association of Securities Dealers (an “NASD Dealer”)
whereby the Participant irrevocably elects to exercise the Option and to sell a
portion of the Shares so purchased to pay for the Exercise Price, and whereby
the NASD Dealer irrevocably commits upon receipt of such Shares to forward the
Exercise Price directly to the Company; or


 


(2)                                  through a “margin”
commitment from the Participant and a NASD Dealer whereby the Participant
irrevocably elects to exercise the Option and to pledge the Shares so purchased
to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the Exercise Price
directly to the Company; or


 


(f)                                    by any combination
of the foregoing.


 


7.2                                 Loan Guarantees.  The Committee may help the Participant pay
for Shares purchased under this Plan by authorizing a guarantee by the Company
of a third-party loan to the Participant.


 


8.                                      WITHHOLDING TAXES.


 


8.1                                 Withholding Generally.  Whenever Shares are to be issued on exercise
of Awards granted under this Plan, the Company may require the Participant to
remit to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such


 





















 


Shares.  If a payment in
satisfaction of an Award is to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.


 


8.2                                 Stock Withholding.  When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated
to pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be
issued that number of Shares having a Fair Market Value equal to the minimum
amount required to be withheld, determined on the date that the amount of tax
to be withheld is to be determined.  All
elections by a Participant to have Shares withheld for this purpose will be
made in accordance with the requirements established by the Committee and be in
writing in a form acceptable to the Committee


 


9.                                      PRIVILEGES OF STOCK OWNERSHIP.


 


9.1                                 Voting and Dividends.  No Participant will have any of the rights of
a stockholder with respect to any Shares until the Shares are issued to the
Participant.  After Shares are issued to
the Participant, the Participant will be a stockholder and have all the rights
of a stockholder with respect to such Shares, including the right to vote and
receive all dividends or other distributions made or paid with respect to such
Shares; provided, however, that if such Shares are Restricted Stock, any new,
additional or different securities the Participant may become entitled to
receive with respect to the Shares by virtue of a stock dividend, stock split
or any other change in the corporate or capital structure of the Company will
be subject to the same restrictions as the Restricted Stock; provided, further
that the Participant will have no right to retain such dividends or
distributions with respect to Shares that are repurchased at the Participant’s
original Exercise Price pursuant to Section 11.


 


9.2                                 Financial Statements.  The Company will provide financial statements
to each Participant prior to such Participant’s purchase of Shares under this
Plan, and to each Participant annually during the period such Participant has
Awards outstanding; provided, however, that the Company will not
be required to provide such financial statements to Participants whose services
in connection with the Company assure them access to equivalent information.


 


10.                               TRANSFERABILITY.


 


10.1                           Except as otherwise provided
in this Section 10, Awards granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by
will or by the laws of descent and distribution or as determined by the
Committee and set forth in the Award Agreement.


 


10.2                           Unless otherwise restricted
by the Committee, an Option shall be exercisable: (i) during the
Participant’s lifetime only by (A) the Participant, (B) the
Participant’s guardian or legal representative, (C) a Family Member of the
Participant who has acquired the Option by “permitted transfer;” and (ii) after
Participant’s death, by the legal representative of the Participant’s heirs or
legatees.  “Permitted transfer” means, as
authorized by this Plan and the Committee in an Option, any transfer effected
by the Participant during the Participant’s lifetime of an interest in such
Option but only such transfers which are by gift or domestic relations
order.  A permitted transfer does not
include any transfer for value and neither of the following are transfers for
value:  (a) a transfer of under a
domestic relations order in settlement of marital property rights or (b) a
transfer to an entity in which more than fifty percent of the voting interests
are owned by Family Members or the Participant in exchange for an interest in
that entity.


 


10.3                           Unless otherwise restricted
by the Committee, a Restricted Stock may be transferred during the Participant’s
lifetime, only to (A) the Participant, or (B) the Participant’s
guardian or legal representative.


 


11.                               RESTRICTIONS ON SHARES.  At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right to repurchase at the Participant’s Exercise Price a portion of or all
Unvested Shares held by a Participant following such Participant’s Termination
at any time within ninety (90) days after the later of Participant’s
Termination Date and the date Participant purchases Shares under this


 





















 


Plan, for cash and/or cancellation of purchase money indebtedness, at
the Participant’s Exercise Price or Purchase Price, as the case may be.


 


12.                               CERTIFICATES.  All certificates for Shares or other
securities delivered under this Plan will be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities law, or any rules, regulations and other requirements of the SEC or
any stock exchange or automated quotation system upon which the Shares may be
listed or quoted.


 


13.                               ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a Participant’s
Shares, the Committee may require the Participant to deposit all certificates
representing the Shares, together with stock powers or other instruments of
transfer approved by the Committee, appropriately endorsed in blank, with the
Company or an agent designated by the Company to hold in escrow until such
restrictions have lapsed or terminated, and the Committee may cause a legend or
legends referencing such restrictions to be placed on the certificates.  Any Participant who is permitted to execute a
promissory note as partial or full consideration for the purchase of Shares
under this Plan will be required to pledge and deposit with the Company all or
part of the Shares so purchased as collateral to secure the payment of
Participant’s obligation to the Company under the promissory note; provided,
however, that the Committee may require or accept other or additional
forms of collateral to secure the payment of such obligation and, in any event,
the Company will have full recourse against the Participant under the
promissory note notwithstanding any pledge of the Participant’s Shares or other
collateral.  In connection with any
pledge of the Shares, Participant will be required to execute and deliver a
written pledge agreement in such form as the Committee will from time to time
approve.  The Shares purchased with the
promissory note may be released from the pledge on a pro rata basis as the
promissory note is paid.


 


14.                               EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or from time
to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. 
The Committee may at any time buy from a Participant an Award previously
granted with payment in cash, Shares (including Restricted Stock) or other
consideration, based on such terms and conditions as the Committee and the
Participant may agree.


 


15.                               SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Award will not be effective unless such
Award is in compliance with all applicable federal and state securities laws, rules and
regulations of any governmental body, and the requirements of any stock
exchange or automated quotation system upon which the Shares may then be listed
or quoted, as they are in effect on the date of grant of the Award and also on
the date of exercise or other issuance. 
Notwithstanding any other provision in this Plan, the Company will have
no obligation to issue or deliver certificates for Shares under this Plan prior
to:  (a) obtaining any approvals
from governmental agencies that the Company determines are necessary or
advisable; and/or (b) completion of any registration or other
qualification of such Shares under any state or federal law or ruling of any
governmental body that the Company determines to be necessary or
advisable.  The Company will be under no
obligation to register the Shares with the SEC or to effect compliance with the
registration, qualification or listing requirements of any state securities laws,
stock exchange or automated quotation system, and the Company will have no
liability for any inability or failure to do so.


 


16.                               NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the
right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s
employment or other relationship at any time, with or without cause.


 


17.                               CORPORATE TRANSACTIONS.


 


17.1                           Assumption or Replacement of Awards
by Successor.  In the event of (a) a
dissolution or liquidation of the Company, (b) a merger or consolidation
in which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a


 





















 


different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving
corporation but after which the stockholders of the Company immediately prior
to such merger (other than any stockholder that merges, or which owns or
controls another corporation that merges, with the Company in such merger) cease
to own their shares or other equity interest in the Company, (d) the sale
of substantially all of the assets of the Company, or (e) the acquisition,
sale, or transfer of more than 50% of the outstanding shares of the Company by
tender offer or similar transaction (each, a “Corporate Transaction”), (i) the
vesting of all outstanding Awards will accelerate as to an additional 25% of
the Shares that are unvested on the date of the Corporate Transaction and, (ii) thereafter,
unless otherwise set forth below, all unvested shares subject to outstanding
Awards will continue to vest in equal monthly installments over the remaining
original vesting term as set forth in the Award Agreement.  Upon a Corporate Transaction, all outstanding
Awards shall be assumed by the successor or acquiring corporation (if any),
which assumption will be binding on all Participants.  In the alternative, the successor or
acquiring corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to shareholders (after
taking into account the existing provisions of the Awards).  The successor corporation may also issue, in
place of outstanding unvested Shares of the Company held by the Participants,
substantially similar shares or other property subject to repurchase
restrictions no less favorable to the Participant.  In the event such successor corporation (if
any) refuses to assume or substitute Awards, as provided above, pursuant to a
Corporate Transaction described in this Subsection 17.1, such Awards will
expire on such Corporate Transaction at such time and on such conditions as the
Committee will determine. 
Notwithstanding anything in this Plan to the contrary, the Committee
may, in its sole discretion, provide that the vesting of any or all Awards
granted pursuant to this Plan will accelerate upon a Corporate Transaction
described in this Section 17.  If
the Committee exercises such discretion with respect to Options, such Options
will become exercisable in full prior to the consummation of such event at such
time and on such conditions as the Committee determines, and if such Options
are not exercised prior to the consummation of the Corporate Transaction, they
shall terminate at such time as determined by the Committee.


 


17.2                           Other Treatment of Awards.  Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 17, in the
event of the occurrence of any Corporate Transaction described in Section 17.1,
any outstanding Awards will be treated as provided in the applicable agreement
or plan of merger, consolidation, dissolution, liquidation, or sale of assets.


 


17.3                           Assumption of Awards by the Company.  The Company, from time to time, also may
substitute or assume outstanding awards granted by another company, whether in
connection with an acquisition of such other company or otherwise, by either; (a) granting
an Award under this Plan in substitution of such other company’s award; or (b) assuming
such award as if it had been granted under this Plan if the terms of such
assumed award could be applied to an Award granted under this Plan.  Such substitution or assumption will be
permissible if the holder of the substituted or assumed award would have been
eligible to be granted an Award under this Plan if the other company had
applied the rules of this Plan to such grant.  In the event the Company assumes an award
granted by another company, the terms and conditions of such award will remain
unchanged (except that the exercise price and the number and nature of
Shares issuable upon exercise of any such option will be adjusted appropriately
pursuant to Section 424(a) of the Code).  In the event the Company elects to grant a
new Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.


 


18.                               ADOPTION.  This Plan will become effective on the date
that it is adopted by the Board (the “Effective Date”).


 


19.                               TERM OF PLAN/GOVERNING
LAW.  Unless earlier terminated
as provided herein, this Plan will terminate ten (10) years from the
Effective Date.  This Plan and all
agreements thereunder shall be governed by and construed in accordance with the
laws of the State of California.


 


20.                               AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time terminate or amend
this Plan in any respect, including without limitation amendment of any form of
Award Agreement or instrument to be executed pursuant to this Plan.


 





















 


21.                               NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by the
Board, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock option and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.


 


22.                               DEFINITIONS.  As used in this Plan, the following terms
will have the following meanings:


 


“Award”
means any award under this Plan, including any Option or Restricted Stock.


 


“Award Agreement”
means, with respect to each Award, the signed written agreement between the
Company and the Participant setting forth the terms and conditions of the
Award.


 


“Board”
means the Board of Directors of the Company.


 


“Cause”
means the commission of an act of theft, embezzlement, fraud, dishonesty or a
breach of fiduciary duty to the Company or a Parent or Subsidiary of the
Company.


 


“Code” means
the Internal Revenue Code of 1986, as amended.


 


“Committee”
means the Compensation Committee of the Board.


 


“Company”
means NIKU Corporation or any successor corporation.


 


“Disability”
means a disability, whether temporary or permanent, partial or total, as
determined by the Committee.


 


“Exercise Price”
means the price at which a holder of an Option may purchase the Shares issuable
upon exercise of the Option.


 


“Fair Market Value”
means, as of any date, the value of a share of the Company’s  Common Stock determined as follows:


 


(a)                                  if
such Common Stock is then quoted on the Nasdaq National Market, its closing
price on the Nasdaq National Market on the date of determination as reported in
The Wall Street Journal;


 


(b)                                 if
such Common Stock is publicly traded and is then listed on a national
securities exchange, its closing price on the date of determination on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading as reported in The Wall Street Journal; or


 


(c)                                  if
such Common Stock is publicly traded but is not quoted on the Nasdaq National
Market nor listed or admitted to trading on a national securities exchange, the
average of the closing bid and asked prices on the date of determination as
reported in The Wall Street Journal;


 


(d)                                 if
none of the foregoing is applicable, by the Committee in good faith.


 


“Family Member”
includes any of the following:


 


(a)                                  child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law of the Participant, including
any such person with such relationship to the Participant by adoption;


 


(b)                                 any
person (other than a tenant or employee) sharing the Participant’s household;


 


(c)                                  a
trust in which the persons in (a) and (b) have more than fifty
percent of the beneficial interest;


 





















 


(d)                                 a
foundation in which the persons in (a) and (b) or the Participant
control the management of assets; or


 


(e)                                  any
other entity in which the persons in (a) and (b) or the Participant
own more than fifty percent of the voting interest.


 


“Option”
means an award of an option to purchase Shares pursuant to Section 5.


 


“Parent”
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company if each of such corporations other than
the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.


 


“Participant”
means a person who receives an Award under this Plan.


 


“Performance Factors” means the factors selected by the
Committee from among the following measures to determine whether the
performance goals established by the Committee and applicable to Awards have
been satisfied:


 


(a) Net revenue and/or net revenue growth;


 


(b) Earnings before income taxes and
amortization and/or earnings before income taxes and amortization growth;


 


(c) Operating income and/or operating income
growth;


 


(d) Net income and/or net income growth;


 


(e) Earnings per share and/or earnings per
share growth;


 


(f) Total stockholder return and/or total
stockholder return growth;


 


(g) Return on equity;


 


(h) Operating cash flow return on income;


 


(i) Adjusted operating cash flow return on
income;


 


(j) Economic value added; and


 


(k) Individual confidential business objectives.


 


“Performance Period” means the period of service
determined by the Committee, not to exceed five years, during which years of
service or performance is to be measured for Restricted Stock Awards or Stock
Bonuses.


 


“Plan” means
this NIKU Corporation 2000 Stock Incentive Plan, as amended from time to time.


 


“Restricted Stock Award”
means an award of Shares pursuant to Section 6.


 


“SEC” means
the Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Shares”
means shares of the Company’s Common Stock reserved for issuance under this
Plan, as adjusted pursuant to Sections 2 and 17, and any successor security.


 


“Stock Bonus” means an award of Shares, or cash in
lieu of Shares, pursuant to Section 6.


 


“Stock Option Agreement”
means, with respect to each Option, the signed written agreement between the
Company and the Participant setting forth the terms and conditions of the
Option.


 


“Subsidiary”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.


 


“Termination”
or “Terminated” means, for purposes of
this Plan with respect to a Participant, that the Participant has for any
reason ceased to provide services as an employee, officer, consultant,
independent contractor, or advisor to the Company or a Parent or Subsidiary of
the Company.  An employee will not be
deemed to have ceased to provide services in the case of (i) sick leave, (ii) military
leave, or (iii) any other leave of absence approved by the Committee, provided,
that such leave is for a period of not more than 90 days, unless reemployment
upon the expiration of such leave is guaranteed by contract or statute or
unless provided otherwise pursuant to formal policy adopted from time to time
by the Company and issued and promulgated to employees in writing.  In the case


 





















 


of any employee on an approved leave of absence, the Committee may make
such provisions respecting suspension of vesting of the Award while on leave
from the employ of the Company or a Parent or Subsidiary of the Company as it
may deem appropriate, except that in no event may an Award be exercised after
the expiration of the term set forth in the Award Agreement.  The Committee will have sole discretion to
determine whether a Participant has ceased to provide services and the
effective date on which the Participant ceased to provide services (the “Termination Date”).


 


“Unvested Shares”
means “Unvested Shares” as defined in the Award Agreement.


 


“Vested Shares”
means “Vested Shares” as defined in the Award Agreement.