Exhibit
10.1
 
 ARI
NETWORK SERVICES, INC.
 2000
STOCK OPTION PLAN
 as
amended on December 20, 2007
 
 1.  Objectives.  The
ARI Network Services, Inc. 2000 Stock Option Plan is designed to attract and
retain certain selected officers, key employees, non-employee directors and
consultants whose skills and talents are important to the Company’s operations,
and reward them for making major contributions to the success of the
Company.  These objectives are accomplished by making awards under the
Plan, thereby providing Participants with a proprietary interest in the growth
and performance of the Company.
 
 2.  Definitions.
 
 (a)  “Award”
shall mean the grant of any Stock Option to a Plan Participant pursuant to such
terms, conditions and limitations as the Board or Committee may establish in
order to fulfill the objectives of the Plan.
 
 (b)  “Award
Agreement” shall mean the agreement that sets forth the terms, conditions and
limitations applicable to an Award.
 
 (c)  “Board”
shall mean the Board of Directors of ARI Network Services, Inc.
 
 (d)  “Cause”
shall mean (i) the willful and continued failure by the Employee to
substantially perform the Employee’s duties with the Company (other than any
such failure resulting from the Employee’s incapacity due to physical or mental
illness) for a period of at least ten days after a written demand for
substantial performance is delivered to the Employee which specifically
identifies the manner in which the Employee has not substantially performed his
duties, or (ii) the willful engaging by the Employee in misconduct which is
demonstrably and materially injurious to the Company, monetarily or
otherwise.  For purposes of this Plan, no act or failure to act on the
Employee’s part shall be considered “willful” unless done or omitted to be done
by the Employee not in good faith and without reasonable belief that such action
or omission was in the best interest of the Company.  Notwithstanding
the foregoing, the Employee shall not be deemed to have been terminated for
Cause unless and until there shall have been delivered to the Employee a copy of
a resolution, duly adopted by the affirmative vote of not less than a majority
of the Board of the Company at a meeting of the Board called and held for such
purposes (after reasonable notice to the Employee and an opportunity for the
Employee, together with the Employee’s counsel, to be heard before the Board),
stating that in the good faith opinion of the Board the Employee was guilty of
conduct constituting Cause as set forth above and specifying the particulars
thereof in detail.
  
  (e)  “Change
of Control” shall mean the first to occur of the following:
  (i)  the
acquisition by an individual, entity or group, acting individually or in concert
(a “Person”) of beneficial ownership of more than 50% of the then outstanding
shares of common stock of the Company (the “Outstanding Common Stock”); provided, however, that for
purposes of this Subsection 2(e)(i), the following acquisitions shall not
constitute a Change of Control: (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C) of
Subsection 2(e)(ii) below; or
  (ii)  consummation
of a reorganization, merger or consolidation, share exchange, or sale or other
disposition of all or substantially all of the assets of the Company (a
“Business Combination”), in each case, unless, immediately following such
Business Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Common Stock
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding
Common Stock, (B) no Person (excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, more than 50% of,
respectively, the then outstanding common stock of the corporation resulting
from such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination, and (C) at least a majority
of the members of the Board of the corporation resulting from such Business
Combination were members of the Board of the Company at the time of the
execution of the initial agreement providing for such Business Combination;
or
  (iii)  approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.
  (f)  “Common
Stock” or “stock” shall mean the $.001 par value common stock of ARI Network
Services, Inc.
  (g)  “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to
time.
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  (h)  “Committee”
shall mean the Compensation Committee of the Board of the Company.
 
 (i)  “Company”
shall mean ARI Network Services, Inc.
 
 (j)  “Fair
Market Value” shall mean the average of the closing bid and asked prices of the
Common Stock on the date of grant provided that, if closing bid and asked prices
are not available on that date, “Fair Market Value” shall mean the average of
the closing bid and asked prices of the Common Stock as reported for the most
recent preceding trading day, or, if such prices are not available, such other
price as the Committee may determine in conformity with pertinent law and
regulations of the Treasury Department.  Notwithstanding the
foregoing, in the case of Awards which are effective on the date the Company
sells shares of Common Stock in an underwritten public offering, Fair Market
Value shall mean the price per share at which the Common Stock is initially sold
to the public pursuant to the offering.
 
 (k)  “Participant”
shall mean a current or prospective employee, non-employee director, consultant
or other person who provides services to the Company to whom an Award has been
made under the Plan.
 
 (l)  “Plan”
shall mean this ARI Network Services, Inc. 2000 Stock Option Plan.
 
 (m)  “Stock
Option” shall mean a grant of a right to purchase a specified number of shares
of Common Stock the purchase price of which shall be not less than 100% of Fair
Market Value on the date of grant, as determined by the Committee.  A
Stock Option may be in the form of a nonqualified stock option for all
Participants or an incentive stock option (“ISO”) for Participants who are
qualifying employees.  An ISO, in addition to being subject to
applicable terms, conditions and limitations established by the Committee,
complies with Section 422 of the Code which, among other limitations, provides
that the aggregate Fair Market Value (determined at the time the option is
granted) of Common Stock for which ISOs are exercisable for the first time by a
Participant during any calendar year shall not exceed $100,000; that ISOs shall
be priced at not less than 100% of the Fair Market Value on the date of the
grant (110% in the case of a Participant who is a 10% shareholder of the Company
within the meaning of Section 422 of the Code); and that ISOs shall be
exercisable for a period of not more than ten years (five years in the case of a
Participant who is a 10% shareholder of the Company).
 
 3.  Eligibility.  Current
and prospective employees, non-employee directors, consultants or other persons
who provide services to the Company eligible for an Award under the Plan are
those who hold, or will hold, positions of responsibility and whose performance,
in the judgment of the Committee or the management of the Company (if such
responsibility is delegated pursuant to Section 6 hereof), can have a
significant effect on the success of the Company.  However, incentive
stock options within the meaning of Section 422 of the Code may only be issued
to employees of the Company and its subsidiary corporations within the meaning
of Section 424(f) of the Code.
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  4.  Common Stock Available for
Awards.  Subject to adjustment as provided in Section 13
hereof, the number of shares that may be issued under the Plan for Awards during
the term of the Plan is 1,950,000 shares of Common Stock, all of which may be in
the form of incentive stock options within the meaning of Section 422 of the
Code.Any shares
subject to an Award which are used in settlement of tax withholding obligations
shall be deemed not to have been issued for purposes of determining the maximum
number of shares available for issuance under the Plan.  Likewise, if
any Stock Option is exercised by tendering shares, either directly or by
attestation, to the Company as full or partial payment for such exercise under
this Plan, only the number of shares issued net of the shares tendered shall be
deemed issued for purposes of determining the maximum number of shares available
for issuance under the Plan.  Subject to adjustment as provided in
Section 13 hereof, no individual shall be eligible to receive Awards aggregating
more than 500,000shares of Common Stock
reserved under the Plan in any one calendar year.The Company shall take
whatever actions are necessary to file required documents with the U.S.
Securities and Exchange Commission and any other appropriate governmental
authorities and stock exchanges to make shares of Common Stock available for
issuance pursuant to Awards.
 
 5.  Administration.  The
Plan shall be administered by the Committee, which shall have full and exclusive
power to interpret the Plan, to determine which personsare Participants, to
grant waivers of Award restrictions, and to adopt such rules, regulations and
guidelines for carrying out the Plan as it may deem necessary or
proper.  All decisions of the Committee shall be final, conclusive and
binding on all persons, including the Company, Participants, and their estates
and beneficiaries.
 
 6.  Delegation of
Authority.  Except to the extent prohibited by applicable law
or the applicable rules of a stock exchange, the Committee may delegate to the
chief executive officer and to other senior officers of the Company its duties
under the Plan pursuant to such conditions or limitations as the Committee may
establish.  Any such delegation may be revoked by the Committee at any
time.
 
 7.  Awards.  The
Committee shall set forth in the related Award Agreement the terms, conditions,
performance requirements, and limitations applicable to each Award including,
but not limited to, continuous service with the Company, forfeiture of Awards
and proceeds from Awards in the event the Participant competes with the Company
or violates any confidentiality or nonsolicitation obligations owed to the
Company, conditions under which acceleration of vesting will occur, and
achievement of specific business objectives.  In all events, all
Awards will become fully vested and immediately exercisable if the Participant
is in the service of the Company upon the occurrence of a Change of
Control.
 
 8.  Stock Option
Exercise.  The price at which shares of Common Stock may be
purchased under a Stock Option shall be paid in full at the time of the exercise
in cash or, if permitted by the Committee, by means of tendering shares of
Common Stock either directly or by attestation, which have been held by the
Participant for more than six months and have not been used within the prior
six-month period to exercise an option, valued at Fair Market Value on the date
of exercise, or any combination thereof.
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  9  Tax
Withholding.  The Company shall have the right to deduct
applicable taxes from any Award payment and withhold, at the time of delivery or
vesting of shares under the Plan, an appropriate number of shares for payment of
taxes (but only the minimum amount required by law) or to take such other action
as may be necessary in the opinion of the Company to satisfy all obligations for
withholding of such taxes.  The Company may defer making delivery with
respect to Common Stock obtained pursuant to an Award hereunder until
arrangements satisfactory to it have been made with respect to any such
withholding obligation.  If Common Stock is used to satisfy tax
withholding, such stock shall be valued based on the Fair Market Value when the
tax withholding is required to be made.
 
 10  Amendment or Termination of
the Plan.  The Board may, at any time, amend or terminate the
Plan; provided, however, that
 
 (a)  subject
to Section 13 hereof, no amendment or termination may, in the absence of written
consent to the change by the affected Participant (or, if the Participant is not
then living, the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any Award granted under the Plan prior to the
date such amendment is adopted by the Board; and
 
 (b)  without
further approval of the shareholders of the Company, no amendment shall increase
the number of shares of Common Stock which may be issued pursuant to Awards
hereunder, except for increases resulting from Section 13 hereof.
 
 11.  Termination of
Service.  If the service-providing relationship of a
Participant terminates, or a non-employee director no longer serves on the
Board, other than pursuant to paragraphs (a) through (c) of this Section 11, all
Awards shall immediately terminate, unless the Award Agreement provides
otherwise.  If the status of a Participant’s relationship with the
Company changes, e.g., from a consultant to an employee or vice versa, it will
not be a termination of the service-providing
relationship.  Notwithstanding the foregoing, if a Participant’s
service is terminated for Cause, to the extent the Award is not effectively
exercised or has not vested prior to such termination, it shall lapse or be
forfeited to the Company immediately upon termination.  In all events,
an Award will not be exercisable after the end of its term as set forth in the
Award Agreement.
 
 (a)  Retirement.  When
a Participant’s employment or service terminates as a result of retirement, or
early retirement with the consent of the Committee, the Committee (in the form
of an Award Agreement or otherwise) may permit Awards to continue in effect
beyond the date of retirement, or early retirement, and the exercisability and
vesting of any Award may be accelerated.
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  (b)  Resignation in the Best
Interests of the Company.  When a Participant resigns from the
Company or the Board and, in the judgment of the chief executive officer or
other senior officer designated by the Committee, the acceleration and/or
continuation of outstanding Awards would be in the best interests of the
Company, the Committee may authorize, where appropriate taking into account any
regulatory or accounting implications of such action, the acceleration and/or
continuation of all or any part of Awards granted prior to such
termination.
 
 (c)  Death or Disability of a
Participant.
 
 (i)  In
the event of a Participant’s death, the Participant’s estate or beneficiaries
shall have a period specified in the Award Agreement within which to receive or
exercise any outstanding Award held by the Participant under such terms, and to
the extent, as may be specified in the applicable Award
Agreement.  Rights to any such outstanding Awards shall pass by will
or the laws of descent and distribution in the following order:  (a)
to beneficiaries so designated by the Participant; if none, then (b) to a legal
representative of the Participant; if none, then (c) to the persons entitled
thereto as determined by a court of competent jurisdiction.  Subject
to subparagraph (iii) below, Awards so passing shall be exercised or paid out at
such times and in such manner as if the Participant were living.
 
 (ii)  In
the event a Participant is deemed by the Company to be disabled within the
meaning of the Company’s long-term disability plan, or, if the Company does not
have such a plan, Section 22(e)(3) of the Code, the Award shall be exercisable
for the period, and to the extent, specified in the Award
Agreement.  Awards and rights to any such Awards may be paid to or
exercised by the Participant, if legally competent, or a legally designated
guardian or representative if the Participant is legally incompetent by virtue
of such disability.
 
 (iii)  After
the death or disability of a Participant, the Committee may in its sole
discretion at any time (1) terminate restrictions in Award Agreements; and (2)
accelerate any or all installments and rights.
 
 (iv)  In
the event of uncertainty as to interpretation of or controversies concerning
this paragraph (c) of Section 11, the Committee’s determinations shall be
binding and conclusive.
 
 (d)  No Service
Rights.  The Plan shall not confer upon any Participant any
right with respect to continuation of employment by, or service with, the
Company or service on the Board, nor shall it interfere in any way with the
right of the Company to terminate any Participant’s employment or service with
the Company or on the Board at any time.
 
 12.  Nonassignability.  Except
as provided in subsection (c) of Section 11 and this Section 12, no Award under
the Plan shall be assignable or transferable, or payable to or exercisable by
anyone other than the Participant to whom it was
granted.  Notwithstanding the foregoing, the Committee (in the form of
an Award Agreement or otherwise) may permit Awards, other than incentive stock
options within the meaning of Section 422 of the Code, to be transferred to
members of the Participant’s immediate family, to trusts for the benefit of the
Participant and/or such immediate family members, and to partnerships or other
entities in which the Participant and/or such immediate family members own all
the equity interests.  For purposes of the preceding sentence,
“immediate family” shall mean a Participant’s spouse, issue and spouses of his
issue.
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  13.  Adjustments.  In
the event of any change in the outstanding Common Stock of the Company by reason
of a stock split, stock dividend, combination or reclassification of shares,
recapitalization, merger, spin-off, or similar event, the Committee shall
equitably adjust (a) the number of shares of Common Stock (i) reserved under the
Plan, (ii) available for ISOs, (iii) for which Awards may be granted to an
individual Participant, and (iv) covered by outstanding Awards denominated in
stock, (b) the stock prices related to outstanding Awards; and (c) the
appropriate Fair Market Value and other price determinations for such
Awards.  In the event of any other change affecting the Common Stock
or any distribution (other than normal cash dividends) to holders of Common
Stock, such adjustments as may be deemed equitable by the Committee, including
adjustments to avoid fractional shares, shall be made to give proper effect to
such event.  In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation, the
Committee shall be authorized to issue or assume Stock Options, whether or not
in a transaction to which Section 424(a) of the Code applies, by means of
substitution of new Stock Options for previously issued Stock Options or an
assumption of previously issued Stock Options.
 
 14.  Notice.  Any
notice to the Company required by any of the provisions of the Plan shall be
addressed to the director of human resources or to the chief executive officer
of the Company in writing, and shall become effective when it is received by the
office of either of them.
 
 15.  Governing
Law.  The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Wisconsinwithout giving effect to
its conflicts of law provisions.
 
 16.  Effective and Termination
Dates.  The effective date of the Plan is December 14,
2000.  The Plan shall terminate on December 13, 2010, subject to
earlier termination by the Board pursuant to Section 10, after which no Awards
may be made under the Plan, but any such termination shall not affect Awards
then outstanding or the authority of the Committee to continue to administer the
Plan.
 
 17.  Other Benefit and
Compensation Programs.  Payments and other benefits received by
a Participant pursuant to an Award shall not be deemed a part of such
Participant’s regular, recurring compensation for purposes of the termination or
severance plans of the Company and shall not be included in, nor have any effect
on, the determination of benefits under any other employee benefit plan,
contract or similar arrangement, unless the Committee expressly determines
otherwise.