EXHIBIT 10.1


 


ADVENT SOFTWARE, INC.


 


2002 STOCK PLAN


 


(as amended and restated effective as of May 18, 2005)

(as amended and restated effective as of April 1, 2008)

(as amended and restated effective as of April 1, 2009)


(as amended and restated effective as of April 1, 2010 )


 


1.             Purposes of the Plan.  The purposes of this Plan are:


 


·                  to attract and retain the
best available personnel for positions of substantial responsibility,


 


·                  to provide additional
incentive to Employees, Directors and Consultants, and


 


·                  to promote the success of
the Company’s business.


 


The Plan permits the grant of Incentive Stock
Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units,
Stock Appreciation Rights, Performance Units and Performance Shares.


 


2.             Definitions.  As used herein, the following definitions
shall apply:


 


(a)           “Administrator” means the Board or any of
its Committees as shall be administering the Plan, in accordance with Section 4
of the Plan.


 


(b)           “Affiliated SAR” means a SAR that is
granted in connection with a related Option, and which automatically will be
deemed to be exercised at the same time that the related Option is exercised.


 


(c)           “Applicable Laws” means the requirements
relating to the administration of equity based awards under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed or quoted and
the applicable laws of any foreign country or jurisdiction where Awards are, or
will be, granted under the Plan.


 


(d)           “Award” means, individually or
collectively, a grant under the Plan of Options, SARs, Restricted Stock,
Restricted Stock Units, Performance Units or Performance Shares.


 


(e)           “Award Agreement” means the written or
electronic agreement setting forth the terms and provisions applicable to each
Award granted under the Plan.  The Award
Agreement is subject to the terms and conditions of the Plan.


 


(f)            “Board” means the Board of Directors of the
Company.


 

















 


(g)           “Cash Position” means as to any Performance
Period, the Company’s level of cash and cash equivalents.


 


(h)           “Change in Control” means the occurrence of
any of the following events:


 


            (i)        Any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company’s then outstanding voting securities;


 


           (ii)        The
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets;


 


          (iii)        A change
in the composition of the Board occurring within a two-year period, as a result
of which fewer than a majority of the directors are Incumbent Directors.  “Incumbent Directors” means directors who
either (A) are Directors as of the effective date of the Plan, or (B) are
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination (but will not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the
election of directors to the Company); or


 


          (iv)        The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation.


 


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


 


(j)            “Committee” means a committee of Directors
appointed by the Board in accordance with Section 4 of the Plan.


 


(k)           “Common Stock” means the common stock of
the Company.


 


(l)            “Company” means Advent Software, Inc.,
a Delaware corporation.


 


(m)          “Consultant” means any natural person,
including an advisor, engaged by the Company or a Parent or Subsidiary to
render services to such entity.


 


(n)           “Director” means a member of the Board.


 


(o)           “Disability” means total and permanent
disability as defined in Section 22(e)(3) of the Code.


 

















 


(p)           “Earnings Per Share” means as to any
Performance Period, the Company’s or a business unit’s Net Income, divided by a
weighted average number of Common Stock outstanding and dilutive common equivalent
shares deemed outstanding.


 


(q)           “Employee” means any person, including
Officers and Directors, employed by the Company or any Parent or Subsidiary of
the Company.  Neither service as a
Director nor payment of a director’s fee by the Company shall be sufficient to
constitute “employment” by the Company.


 


(r)            “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


(s)           “Exchange Program” means a program
established by the Administrator under which outstanding Awards are amended to
provide for a lower exercise price or surrendered or cancelled in exchange for (i) Awards
with a lower exercise price, (ii) a different type of Award, (iii) cash,
or (iv) a combination of (i), (ii) and/or (iii).


 


(t)            “Fair Market Value” means, as of any date,
the value of Common Stock determined as follows:


 


            (i)        If the
Common Stock is listed on any established stock exchange or a national market
system, The NASDAQ including without limitation The NASDAQ National Market or
The NASDAQ SmallCap Market of The NASDAQ Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system on the day of
determination, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable;


 


           (ii)        If the
Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall
be the mean between the high bid and low asked prices for the Common Stock on
the day of determination, as reported in The
Wall Street Journal or such other source as the Administrator deems
reliable; or


 


          (iii)        In the
absence of an established market for the Common Stock, the Fair Market Value shall
be determined in good faith by the Administrator.


 


(u)           “Fiscal Year” means the fiscal year of the
Company.


 


(v)           “Freestanding SAR” means a SAR that is
granted independently of any Option.


 


(w)          “Incentive Stock Option” means an Option
intended to qualify as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated thereunder.


 


(x)            “Individual Objectives” means as to a
Participant for any Performance Period, the objective and measurable goals set
by a process and approved by the Administrator (in its discretion).


 

















 


(y)           “Net Income” means as to any Performance
Period, the Company’s or a business unit’s income after taxes.


 


(z)            “Nonstatutory Stock Option” means an Option
not intended to qualify as an Incentive Stock Option.


 


(aa)         “Officer” means a person who is an officer
of the Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.


 


(bb)         “Operating Cash Flow” means as to any
Performance Period, the Company’s or a business unit’s sum of Net Income plus
depreciation and amortization less capital expenditures plus changes in working
capital comprised of accounts receivable, inventories, other current assets,
trade accounts payable, accrued expenses, product warranty, advance payments
from customers and long-term accrued expenses.


 


(cc)         “Operating Income” means as to any
Performance Period, the Company’s or a business unit’s income from operations
but excluding any unusual items.


 


(dd)         “Option” means a stock option granted
pursuant to the Plan.


 


(ee)         “Optioned Stock” means the Common Stock
subject to an Award.


 


(ff)           “Optionee” means the holder of an
outstanding Option or Stock Purchase Right granted under the Plan.


 


(gg)         “Parent” means a “parent corporation,”
whether now or hereafter existing, as defined in Section 424(e) of
the Code.


 


(hh)         “Participant” means the holder of an
outstanding Award, which shall include an Optionee.


 


(ii)           “Performance Period” means any Fiscal Year
of the Company or such other period as determined by the Administrator in its
sole discretion.


 


(jj)           “Performance Goals” means the goal(s) (or
combined goal(s)) determined by the Administrator (in its discretion) to be
applicable to a Participant with respect to an Award.  As determined by the Administrator, the
Performance Goals applicable to an Award may provide for a targeted level or
levels of achievement using one or more of the following measures: (a) Cash
Position, (b) Earnings Per Share, (c) Individual Objectives, (d) Net
Income, (e) Operating Cash Flow, (f) Operating Income, (g) Return
on Assets, (h) Return on Equity, (i) Return on Sales, (j) Revenue,
and (k) Total Shareholder Return. 
The Performance Goals may differ from Participant to Participant and
from Award to Award.  Prior to the
Determination Date, the Plan Administrator shall determine whether any
significant element(s) shall be included in or excluded from the
calculation of any Performance Goal with respect to any Participant.  “Determination Date” means the latest possible
date that will not jeopardize an Award’s qualification as performance-based
compensation under Section 162(m) of the Code.  Notwithstanding the previous sentence, for
Awards not intended to qualify as performance-based compensation, “Determination
Date” shall mean such date as the 


 

















 


Administrator may determine in its discretion.  For example (but not by way of limitation),
the Administrator may determine that the measures for one or more Performance
Goals shall be based upon the Company’s pro-forma results and/or results in
accordance with generally accepted accounting principles.


 


(kk)         “Performance Share” means an Award granted
to a Participant pursuant to Section 9.


 


(ll)           “Performance Unit” means an Award granted
to a Participant pursuant to Section 9.


 


(mm)       “Period of Restriction” means the period
during which shares of Restricted Stock are subject to forfeiture and/or
restrictions on transferability.


 


(nn)         “Plan” means this 2002 Stock Plan, as
amended and restated.


 


(oo)         “Restricted Stock” means an Award of Common
Stock pursuant to Section 7 of the Plan.


 


(pp)         “Restricted Stock Unit” means an Award
granted to a Participant pursuant to Section 10.


 


(qq)         “Return on Assets” means as to any
Performance Period, the percentage equal to the Company’s or a business unit’s
Operating Income before incentive compensation, divided by average net Company
or business unit, as applicable, assets.


 


(rr)           “Return on Equity” means as to any
Performance Period, the percentage equal to the Company’s Net Income divided by
average stockholder’s equity.


 


(ss)         “Return on Sales” means as to any
Performance Period, the percentage equal to the Company’s or a business unit’s
Operating Income before incentive compensation, divided by the Company’s or the
business unit’s, as applicable, revenue.


 


(tt)           “Revenue” means as to any Performance
Period, the Company’s or business unit’s net sales.


 


(uu)         “Rule 16b-3” means Rule 16b-3 of
the Exchange Act or any successor to Rule 16b-3, as in effect when
discretion is being exercised with respect to the Plan.


 


(vv)         “Section 16(b)” means Section 16(b) of
the Exchange Act.


 


(ww)       “Service Provider” means an Employee,
Director or Consultant.


 


(xx)          “Share” means a share of the Common Stock,
as adjusted in accordance with Section 13 of the Plan.


 

















 


(yy)         “Stock Appreciation Right” or “SAR” means an Award, granted alone or in
connection with an Option, that pursuant to Section 8 is designated as a
SAR.


 


(zz)          “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in Section 424(f) of
the Code.


 


(aaa)       “Tandem SAR” means a SAR that is granted in
connection with a related Option, the exercise of which will require forfeiture
of the right to purchase an equal number of Shares under the related Option
(and when a Share is purchased under the Option, the SAR will be canceled to
the same extent).


 


(bbb)      “Total Shareholder Return” means as to any
Performance Period, the total return (change in Share price plus reinvestment
of any dividends) of a Share.


 


3.             Stock Subject to the Plan.


 


(a)           Number of Shares.  Subject to adjustment as provided in Section 13
of the Plan, the maximum number of Shares available for issuance under the Plan
shall equal the sum of (i) 3,643,325 Shares, plus an additional increase
of 900,000 Shares effective as of April 1, 2008 and approved by
stockholders at the 2008 Annual Meeting, plus an additional increase of
1,800,000 Shares effective as of April 1, 2009 and approved by
stockholders at the 2009 Annual Meeting, plus an additional increase of 1,500,000
Shares effective as of April 1, 2010 and approved by stockholders at the
2010 Annual Meeting plus (ii) any Shares (not to exceed 1,937,592) that
otherwise would have been returned to the 1992 Stock Plan after December 31,
2004 on account of the expiration, cancellation or forfeiture of awards granted
under the 1992 Stock Plan, plus (iii) any Shares (not to exceed 92,837)
that otherwise would have been returned to the 1998 Stock Plan after December 31,
2004 on account of the expiration, cancellation or forfeiture of awards granted
under the 1998 Stock Plan.  The Shares
may be authorized, but unissued, or reacquired Common Stock.  Shares will not be deemed to have been issued
pursuant to the Plan with respect to any portion of an Award that is settled in
cash.  Upon payment in Shares pursuant to
the exercise of an SAR, the number of Shares available for issuance under the
Plan will be reduced by the gross number of Shares covered by the SAR, not the
net number actually issued in such payment. 
If the exercise price of an Option is paid by tender to the Company, or
attestation to the ownership, of Shares owned by the Participant, the number of
Shares available for issuance under the Plan will be reduced by the gross
number of Shares for which the Option is exercised.  Similarly, if Shares are withheld to satisfy
the minimum statutory withholding obligations arising in connection with the
vesting, exercise or issuance of any Award (or delivery of the related Shares),
such withheld Shares will not be available for future issuance under the Plan.


 


(b)           Share Usage.


 


            (i)        If an
Award expires or becomes unexercisable without having been exercised in full,
or is surrendered pursuant to an Exchange Program, the unpurchased Shares which
were subject thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); provided, however, that Shares that have
actually been issued under the Plan, whether upon exercise of an Award, shall
not be returned to the Plan and shall not become available 


 

















 


for
future distribution under the Plan, except that if unvested Shares of
Restricted Stock are repurchased by the Company, such Shares shall become
available for future grant under the Plan.


 


           (ii)        Notwithstanding
the foregoing and, subject to adjustment provided in Section 13, the
maximum number of Shares that may be issued upon the exercise of Incentive
Stock Options shall equal the aggregate Share number stated in Section 3(a),
plus, to the extent allowable under Section 422 of the Code, any Shares
that become available for issuance under the Plan under paragraph (i) above.


 


          (iii)        Awards of
Restricted Stock, Restricted Stock Units, Performance Shares or Performance
Units shall reduce the number of Shares available for issuance under the Plan by
1.99 Shares for each Share covered by such Awards.  To the extent that a Share that was subject
to an Award that counted as 1.99 Shares against the Plan reserve pursuant to
the preceding sentence is recycled back into the Plan under Section 3(b)(i),
the Plan shall be credited with 1.99 Shares.


 


4.             Administration of the Plan.


 


(a)           Procedure.


 


            (i)        Multiple Administrative Bodies.  Different Committees with respect to
different groups of Service Providers may administer the Plan.


 


           (ii)        Section 162(m).  To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the
Plan shall be administered by a Committee of two or more “outside directors”
within the meaning of Section 162(m) of the Code.


 


          (iii)        Rule 16b-3.  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.


 


          (iv)        Other Administration.  Other than as provided above, the Plan shall
be administered by (A) the Board, or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.


 


(b)           Powers of the Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, at its
discretion:


 


            (i)        to
determine the Fair Market Value;


 


           (ii)        to select
the Service Providers to whom Awards may be granted hereunder;


 


          (iii)        to
determine the number of shares of Common Stock to be covered by each Award
granted hereunder;


 

















 


          (iv)        to approve
forms of agreement for use under the Plan;


 


           (v)        to determine
the terms and conditions, not inconsistent with the terms of the Plan, of any
Award granted hereunder.  Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Award or the Shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in its
sole discretion, shall determine;


 


          (vi)        to reduce
the exercise price of any SAR or Option to the then current Fair Market Value
if the Fair Market Value of the Common Stock covered by such SAR or Option
shall have declined since the date the SAR or Option was granted, subject to
the provisions of Section 4(c);


 


         (vii)        to
institute an Exchange Program, subject to the provisions of Section 4(c);


 


        (viii)        to
construe and interpret the terms of the Plan and awards granted pursuant to the
Plan;


 


           (ix)        to prescribe,
amend and rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of satisfying
applicable foreign laws;


 


            (x)        to modify
or amend each Award (subject to Section 17(c) of the Plan), including
the discretionary authority to extend the post-termination exercisability
period of Awards longer than is otherwise provided for in the Plan;


 


           (xi)        to allow
Participants to satisfy withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of an Award that number of
Shares having a Fair Market Value equal to the minimum amount required to be
withheld.  The Fair Market Value of the
Shares to be withheld shall be 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 shall be
made in such form and under such conditions as the Administrator may deem necessary
or advisable;


 


          (xii)        to authorize
any person to execute on behalf of the Company any instrument required to
effect the grant of an Award previously granted by the Administrator;


 


         (xiii)        to
determine whether Awards will be settled in Shares, cash or in any combination
thereof; and


 


        (xiv)        to make all
other determinations deemed necessary or advisable for administering the Plan.


 


(c)           Exchange Program; Option/SAR Repricing.  Notwithstanding anything in this Plan to the
contrary, except in connection with a corporate transaction involving the
Company 


 

















 


(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of shares), the
terms of outstanding Awards may not be amended to reduce the exercise price of
outstanding Options or SARs or cancel outstanding Options or SARS in exchange
for cash, other Awards or Options or SARs with an exercise price that is less
than the exercise price of the original Options or SARs without stockholder
approval.


 


(d)           Effect of Administrator’s Decision.  The Administrator’s decisions, determinations
and interpretations shall be final and binding on all Participants and any
other holders of Awards.


 


5.             Eligibility.  Nonstatutory Stock Options, Restricted Stock,
Restricted Stock Units, Stock Appreciation Rights, Performance Units and
Performance Shares may be granted to Service Providers.  Incentive Stock Options may be granted only
to Employees.


 


6.             Stock Options.


 


(a)           Limitations.


 


            (i)        Each
Option shall be designated in the Award Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option. 
However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Participant during any
calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options.  For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of
the Shares shall be determined as of the time the Option with respect to such
Shares is granted.


 


           (ii)        No
Participant shall be granted, in any Fiscal Year, Options to purchase more than
1,000,000 Shares.  Notwithstanding the
foregoing limitation, in connection with his or her initial service as an
Employee, an Employee may be granted Options to purchase up to an additional
1,000,000 Shares.


 


          (iii)        The
foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 13.


 


          (iv)        If an
Option is cancelled in the same Fiscal Year of the Company in which it was
granted (other than in connection with a transaction described in Section 13),
the cancelled Option will be counted against the limits set forth in
subsections (i) and (ii) above. 
For this purpose, if the exercise price of an Option is reduced, the
transaction will be treated as a cancellation of the Option and the grant of a
new Option.


 


(b)           Term of Option.  The term of each Option shall be ten (10) years
from the date of grant or such shorter term as may be provided in the Award
Agreement.  Moreover, in the case of an
Incentive Stock Option granted to a Participant who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Incentive Stock


 






 


 












 


Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Award Agreement.


 


(c)           Option Exercise Price and Consideration.


 


            (i)        Exercise Price.  The per share exercise price for the Shares
to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:


 


(A)          In
the case of an Incentive Stock Option


 


a)             granted
to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on
the date of grant; and


 


b)            granted
to any Employee other than an Employee described in paragraph (A) immediately
above, the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.


 


(B)           In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be
no less than 100% of the Fair Market Value per Share on the date of grant.


 


(C)           Notwithstanding
the foregoing, Options may be granted with a per Share exercise price of less
than 100% of the Fair Market Value per Share on the date of grant pursuant to a
merger or other corporate transaction.


 


           (ii)        Waiting Period and Exercise Dates.  At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and
shall determine any conditions that must be satisfied before the Option may be
exercised.


 


          (iii)        Form of Consideration.  The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment.  In the case of an Incentive
Stock Option, the Administrator shall determine the acceptable form of
consideration at the time of grant.  Such
consideration may consist entirely of:


 


(A)          cash;


 


(B)           check;


 


(C)           promissory
note;


 


(D)          other
Shares which, in the case of Shares acquired directly or indirectly from the
Company, (x) have been owned by the Participant for more than six months
on the date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;


 

















 


(E)           consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;


 


(F)           a
reduction in the amount of any Company liability to the Participant, including
any liability attributable to the Participant’s participation in any
Company-sponsored deferred compensation program or arrangement;


 


(G)           any
combination of the foregoing methods of payment; or


 


(H)          such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.


 


(d)           Exercise of Option.


 


            (i)        Procedure for Exercise; Rights as a Stockholder.  Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Award
Agreement.  An Option may not be
exercised for a fraction of a Share.


 


An Option shall be deemed exercised when the
Company receives: (i) written or electronic notice of exercise (in
accordance with the Award Agreement) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to which the
Option is exercised.  Full payment may
consist of any consideration and method of payment authorized by the
Administrator and permitted by the Award Agreement and the Plan.  Shares issued upon exercise of an Option
shall be issued in the name of the Participant or, if requested by the
Participant, in the name of the Participant and his or her spouse.  Until the Shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. 
The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 13
of the Plan.


 


Exercising an Option in any manner shall
decrease the number of Shares thereafter available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.


 


           (ii)        Termination of Relationship as a Service Provider.  If a Participant ceases to be a Service
Provider, other than upon the Participant’s death or Disability, the
Participant may exercise his or her Option within such period of time as is
specified in the Award Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Award Agreement).  In the absence of a specified time in the
Award Agreement, the Option shall remain exercisable for three (3) months
following the Participant’s termination. 
If, on the date of termination, the Participant is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan.  If, after
termination, the Participant does not exercise his or her Option within the
time 


 

















 


specified
by the Administrator, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.


 


          (iii)        Disability of Participant.  If a Participant ceases to be a Service
Provider as a result of the Participant’s Disability, the Participant may
exercise his or her Option within such period of time as is specified in the
Award Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement).  In the
absence of a specified time in the Award Agreement, the Option shall remain
exercisable for twelve (12) months following the Participant’s
termination.  If, on the date of
termination, the Participant is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.  If, after termination, the Participant does
not exercise his or her Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the
Plan.


 


          (iv)        Death of Participant.  If a Participant dies while a Service
Provider, the Option may be exercised following the Participant’s death within
such period of time as is specified in the Award Agreement to the extent that
the Option is vested on the date of death (but in no event may the option be
exercised later than the expiration of the term of such Option as set forth in
the Award Agreement), by the Participant’s designated beneficiary, provided
such beneficiary has been designated prior to Participant’s death in a form
acceptable to the Administrator.  If no
such beneficiary has been designated by the Participant, then such Option may
be exercised by the personal representative of the Participant’s estate or by
the person(s) to whom the Option is transferred pursuant to the
Participant’s will or in accordance with the laws of descent and
distribution.  In the absence of a
specified time in the Award Agreement, the Option shall remain exercisable for
twelve (12) months following Participant’s death.  If, at the time of death, Participant is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan.  If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.


 


7.             Restricted Stock.


 


(a)           Grant of Restricted Stock.  Subject to the terms and provisions of the
Plan, the Administrator, at any time and from time to time, may grant Shares of
Restricted Stock to Employees, Directors and Consultants in such amounts as the
Administrator, in its sole discretion, shall determine.  The Administrator, in its sole discretion,
will determine the number of Shares to be granted to each Participant, provided
that during any Fiscal Year, no Participant will receive more than an aggregate
of 100,000 Shares of Restricted Stock. 
Notwithstanding the foregoing limitation, in connection with a
Participant’s initial service as an Employee, an Employee may be granted an
aggregate of up to an additional 250,000 Shares of Restricted Stock.


 


(b)           Restricted Stock Agreement.  Each Award of Restricted Stock shall be
evidenced by a Restricted Stock Agreement that shall specify the Period of
Restriction, the number of Shares granted, and such other terms and conditions
as the Administrator, in its sole discretion, shall determine.  Unless the Administrator determines
otherwise, Shares of Restricted Stock shall be held by the Company as escrow
agent until the restrictions on such Shares have lapsed.


 

















 


(c)           Transferability.  Except as provided in this Section 7,
Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction.


 


(d)           Other Restrictions.  The Restricted Stock Agreement will contain
such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Administrator.


 


            (i)        General Restrictions.  The Administrator may set restrictions based
upon the achievement of specific performance objectives (Company-wide,
divisional, or individual), applicable federal or state securities laws, or any
other basis determined by the Administrator in its discretion.


 


           (ii)        Section 162(m) Performance Restrictions.  For purposes of qualifying grants of
Restricted Stock as “performance-based compensation” under Section 162(m) of
the Code, the Administrator, in its discretion, may set restrictions based upon
the achievement of Performance Goals. 
The Performance Goals will be set by the Administrator on or before the
latest date permissible to enable the Restricted Stock to qualify as “performance-based
compensation” under Section 162(m) of the Code.  In granting Restricted Stock which is
intended to qualify under Section 162(m) of the Code, the
Administrator will follow any procedures determined by it from time to time to
be necessary or appropriate to ensure qualification of the Restricted Stock
under Section 162(m) of the Code (e.g., in determining the
Performance Goals).


 


          (iii)        Legend on Certificates.  The Administrator, in its discretion, may
legend the certificates representing Restricted Stock to give appropriate
notice of such restrictions.  For
example, the Administrator may determine that some or all certificates
representing Shares of Restricted Stock shall bear the following legend:


 


“The sale or other transfer of the shares of
stock represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth
in the Advent Software, Inc. 2002 Stock Plan, and in a Restricted Stock
Agreement.  A copy of the Plan and such
Restricted Stock Agreement may be obtained from the Secretary of Advent
Software, Inc.”


 


(e)           Removal of Restrictions.  Except as otherwise provided in this Section 7,
Shares of Restricted Stock covered by each Restricted Stock grant made under
the Plan shall be released from escrow as soon as practicable after the last
day of the Period of Restriction.  The
Administrator, in its discretion, may accelerate the time at which any
restrictions shall lapse or be removed. 
After the restrictions have lapsed, the Participant shall be entitled to
have any legend or legends under Section 7(d)(iii) removed from his
or her Share certificate, and the Shares shall be freely transferable by the
Participant.


 


(f)            Voting Rights.  During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless the Committee
determines otherwise.


 

















 


(g)           Dividends and Other Distributions.  During the Period of Restriction,
Participants holding Shares of Restricted Stock shall be entitled to receive
all dividends and other distributions paid with respect to such Shares unless
otherwise provided in the Award Agreement. 
If any such dividends or distributions are paid in Shares, the Shares
shall be subject to the same restrictions on transferability and forfeitability
as the Shares of Restricted Stock with respect to which they were paid.


 


(h)           Return of Restricted Stock to Company.  On the date set forth in the Award Agreement,
the Restricted Stock for which restrictions have not lapsed shall revert to the
Company and again shall become available for grant under the Plan.


 


8.             Stock Appreciation Rights.


 


(a)           Grant of SARs.  Subject to the terms and conditions of the
Plan, a SAR may be granted to Service Providers at any time and from time to
time as will be determined by the Administrator, in its sole discretion.  The Administrator may grant Affiliated SARs,
Freestanding SARs, Tandem SARs, or any combination thereof.


 


(b)           Number of Shares.  The Administrator will have complete
discretion to determine the number of SARs granted to any Service Provider,
provided that during any Fiscal Year, no Participant will be granted SARs
covering more than 1,000,000 Shares. 
Notwithstanding the foregoing limitation, in connection with a
Participant’s initial service as an Employee, an Employee may be granted SARs
covering up to an additional 1,000,000 Shares.


 


(c)           Exercise Price and Other Terms.  The Administrator, subject to the provisions
of the Plan, will have complete discretion to determine the terms and
conditions of SARs granted under the Plan. 
However, the exercise price of a Freestanding SAR will not be less than
one hundred percent (100%) of the Fair Market Value of a Share on the grant
date.  The exercise price of Tandem or
Affiliated SARs will equal the exercise price of the related Option.


 


(d)           Exercise of Tandem SARs.  Tandem SARs may be exercised for all or part
of the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option.  A Tandem SAR may be exercised only with
respect to the Shares for which its related Option is then exercisable.  With respect to a Tandem SAR granted in
connection with an Incentive Stock Option: (a) the Tandem SAR will expire
no later than the expiration of the underlying Incentive Stock Option; (b) the
value of the payout with respect to the Tandem SAR will be for no more than one
hundred percent (100%) of the difference between the exercise price of the
underlying Incentive Stock Option and the Fair Market Value of the Shares
subject to the underlying Incentive Stock Option at the time the Tandem SAR is
exercised; and (c) the Tandem SAR will be exercisable only when the Fair
Market Value of the Shares subject to the Incentive Stock Option exceeds the
Exercise Price of the Incentive Stock Option.


 


(e)           Exercise of Affiliated SARs.  An Affiliated SAR will be deemed to be
exercised upon the exercise of the related Option.  The deemed exercise of an Affiliated SAR will
not necessitate a reduction in the number of Shares subject to the related
Option.


 

















 


(f)            Exercise of Freestanding SARs.  Freestanding SARs will be exercisable on such
terms and conditions as the Administrator, in its sole discretion, will
determine.


 


(g)           SAR Agreement.  Each SAR grant will be evidenced by an Award
Agreement that will specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.


 


(h)           Expiration of SARs.  An SAR granted under the Plan will expire
upon the date determined by the Administrator, in its sole discretion, and set
forth in the Award Agreement, but not later than ten (10) years from the
date of grant.  Notwithstanding the
foregoing, the rules of Section 6(d)(ii), 6(d)(iii) and 6(d)(iv) also
will apply to SARs.


 


(i)            Payment of SAR Amount.  Upon exercise of an SAR, a Participant will
be entitled to receive payment from the Company in an amount determined by
multiplying:


 


            (i)        The
difference between the Fair Market Value of a Share on the date of exercise
over the exercise price; times


 


           (ii)        The
number of Shares with respect to which the SAR is exercised.  At the discretion of the Administrator, the
payment upon SAR exercise may be in cash, in Shares of equivalent value, or in
some combination thereof.  Unless the
Administrator determines otherwise, SARs for which payment upon exercise is
made in cash will comply with the requirements of Section 409A of the Code
and the regulations issued thereunder.


 


9.             Performance Units and Performance Shares.


 


(a)           Grant of Performance Units/Shares.  Performance Units and Performance Shares may
be granted to Service Providers at any time and from time to time, as will be
determined by the Administrator, in its sole discretion.  The Administrator will have complete
discretion in determining the number of Performance Units and Performance
Shares granted to each Participant, provided that during any Fiscal Year, (a) no
Participant will receive Performance Units having an initial value greater than
$2,000,000 and (b) no Participant will receive more than 100,000
Performance Shares.  Notwithstanding the
foregoing limitation, in connection with a Participant’s initial service as an
Employee, an Employee may be granted up to an additional 250,000 Performance
Shares.


 


(b)           Value of Performance Units/Shares.  Each Performance Unit will have an initial
value that is established by the Administrator on or before the date of
grant.  Each Performance Share will have
an initial value equal to the Fair Market Value of a Share on the date of
grant.


 


(c)           Performance Objectives and Other Terms.  The Administrator will set performance
objectives in its discretion which, depending on the extent to which they are
met, will determine the number or value of Performance Units/Shares that will
be paid out to the Participants.  The
time period during which the performance objectives must be met will be called
the “Performance Period.” Each Award of Performance Units/Shares will be
evidenced by an Award 


 

















 


Agreement that will specify the Performance Period, and such other
terms and conditions as the Administrator, in its sole discretion, will
determine.


 


            (i)        General Performance Objectives.  The Administrator may set performance
objectives based upon the achievement of Company-wide, divisional, or
individual goals, applicable federal or state securities laws, or any other
basis determined by the Administrator in its discretion.


 


           (ii)        Section 162(m) Performance Objectives.  For purposes of qualifying grants of
Performance Units/Shares as “performance-based compensation” under Section 162(m) of
the Code, the Committee, in its discretion, may determine that the performance
objectives applicable to Performance Units/Shares will be based on the
achievement of Performance Goals.  The
Performance Goals will be set by the Committee on or before the latest date
permissible to enable the Performance Units/Shares to qualify as “performance-based
compensation” under Section 162(m) of the Code.  In granting Performance Units/Shares which
are intended to qualify under Section 162(m) of the Code, the
Committee will follow any procedures determined by it from time to time to be
necessary or appropriate to ensure qualification of the Performance
Units/Shares under Section 162(m) of the Code (e.g., in determining
the Performance Goals).


 


(d)           Earning of Performance Units/Shares.  After the applicable Performance Period has ended,
the holder of Performance Units/Shares will be entitled to receive a payout of
the number of Performance Units/Shares earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the
corresponding performance objectives or other vesting provisions have been
achieved.  After the grant of a
Performance Unit/Share, the Administrator, in its sole discretion, may reduce
or waive any performance objectives or other vesting provisions for such
Performance Unit/Share.


 


(e)           Form and Timing of Payment of Performance
Units/Shares.  Payment of
earned Performance Units/Shares will be made as soon as practicable after the
expiration of the applicable Performance Period.  The Administrator, in its sole discretion,
may pay earned Performance Units/Shares in the form of cash, in Shares (which
have an aggregate Fair Market Value equal to the value of the earned
Performance Units/Shares at the close of the applicable Performance Period) or
in a combination thereof.


 


(f)            Cancellation of Performance Units/Shares.  On the date set forth in the Award Agreement,
all unearned or unvested Performance Units/Shares will be forfeited to the
Company, and again will be available for grant under the Plan.


 


10.           Restricted Stock Units.  Restricted Stock Units shall consist of
Restricted Stock, Performance Share or Performance Unit Awards that the
Administrator, in its sole discretion permits to be paid out in installments or
on a deferred basis, in accordance with rules and procedures established
by the Administrator.  Awards may be paid
out to Participants in the form of cash or Shares at the Administrator’s
discretion.  The Administrator will have
complete discretion in determining the number of Restricted Stock Units granted
to each Participant, provided that during any Fiscal Year, (a) no
Participant will receive more than 100,000 Restricted Stock Units.  


 

















 


Notwithstanding the foregoing limitation, in connection with a
Participant’s initial service as an Employee, the Participant may be granted up
to an additional 250,000 Restricted Stock Units.


 


11.           Transferability of Awards.  Unless determined otherwise by the
Administrator, Awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant.  If
the Administrator makes an Award transferable, such Award shall contain such additional
terms and conditions as the Administrator deems appropriate.  Options may not be transferred to a third
party for consideration without the approval of Company stockholders.


 


12.           Leaves of Absence.  Unless the Administrator provides otherwise,
vesting of Awards granted hereunder will be suspended during any unpaid leave
of absence.  A Service Provider will not
cease to be an Employee in the case of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, or any Subsidiary.  For purposes of Incentive Stock Options, no
such leave may exceed ninety (90) days, unless reemployment upon expiration of
such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, then three (3) months
following the 91st day of such leave any Incentive Stock Option held by the
participant will cease to be treated as an Incentive Stock Option and will be
treated for tax purposes as a Nonstatutory Stock Option.


 


13.           Adjustments Upon Changes in Capitalization, Merger or
Change in Control.


 


(a)           Changes in Capitalization.  Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock that have
been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Award, the number of shares of Common Stock as well as the
price per share of Common Stock covered by each such outstanding Award, and the
numerical Share limits in Sections 3, 6, 7(a), 8(b), 9(a) and 10 shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.” Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive.  Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Award.


 


(b)           Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Participant as
soon as practicable prior to the effective date of such proposed transaction.  The Administrator in its discretion may
provide for a Participant to have the right to exercise his or her Award until
ten (10) days prior to such transaction as to all of the Optioned Stock
covered thereby, including Shares as to which the


 






 












 


Award would not otherwise be exercisable.  In addition, the Administrator may provide
that any Company repurchase option applicable to any Restricted Stock shall
lapse as to all such Shares, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated.  To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of
such proposed action.


 


(c)           Merger or Change in Control.  In the event of a merger of the Company with
or into another corporation, or a Change in Control, each outstanding Award
shall be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation.


 


In the event that the successor corporation
refuses to assume or substitute for the Award, the Participant shall fully vest
in and have the right to exercise his or her Options or Stock Appreciation
Right as to all of the Optioned Stock, including Shares as to which such Awards
would not otherwise be vested or exercisable. 
All restrictions on Restricted Stock and, with respect to Performance
Shares and Performance Units, all Performance Goals or other vesting criteria
will be as determined by the Board.  In
addition, if an Option or Stock Appreciation Right becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a Change in
Control, the Administrator shall notify the Participant in writing or
electronically that the Option or Stock Appreciation Right shall be fully
vested and exercisable for a period of fifteen (15) days from the date of such
notice, and the Option or Stock Purchase Right shall terminate upon the
expiration of such period.


 


For the purposes of this subsection (c), an
Award shall be considered assumed if, following the merger or Change in
Control, the Award confers the right to purchase or receive, for each Share
subject to the Award immediately prior to the merger or Change in Control, the
consideration (whether stock, cash, or other securities or property) or, in the
case of a Stock Appreciation Right upon the exercise of which the Administrator
determines to pay cash or a Performance Share or Performance Unit which the
Administrator can determine to pay in cash, the fair market value of the
consideration received in the Change in Control by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or Change in Control is not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option or Stock Appreciation Right or upon
the payout of a Performance Share or Performance Unit, for each Share subject
to such Award (or in the case of Performance Units, the number of implied
shares determined by dividing the value of the Performance Units by the per
share consideration received by holders of Common Stock in the Change in
Control), to be solely common stock of the successor corporation or its Parent
equal in fair market value to the per share consideration received by holders
of Common Stock in the merger or Change in Control.


 


Notwithstanding anything in this Section 13(c) to
the contrary, an Award that vests, is earned or paid-out upon the satisfaction
of one or more Performance Goals will not be considered assumed if the Company
or its successor modifies any of such Performance Goals without the Participant’s
consent; provided, however, a modification to such Performance Goals only to
reflect the successor 


 

















 


corporation’s post-Change in Control corporate structure will not be
deemed to invalidate an otherwise valid Award assumption.


 


14.           No Effect on Employment or Service.  Neither the Plan nor any Award shall confer
upon a Participant any right with respect to continuing the Participant’s
relationship as a Service Provider with the Company, nor shall they interfere
in any way with the Participant’s right or the Company’s right to terminate
such relationship at any time, with or without cause.


 


15.           Date of Grant.  The date of grant of an Award shall be, for
all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the
Administrator.  Notice of the
determination shall be provided to each Participant within a reasonable time
after the date of such grant.


 


16.           Term of Plan.  Subject to Section 21 of the Plan, the
amended and restated  Plan shall become effective
upon the date, in 2010, of its adoption by the Board.  It shall continue in effect until 12
February, 2017, unless terminated earlier under Section 17 of the Plan.


 


17.           Amendment and Termination of the Plan.


 


(a)           Amendment and Termination.  The Board may at any time amend, alter,
suspend or terminate the Plan.


 


(b)           Stockholder Approval.  The Company shall obtain stockholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.


 


(c)           Effect of Amendment or Termination.  No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which
agreement must be in writing and signed by the Participant and the
Company.  Termination of the Plan shall
not affect the Administrator’s ability to exercise the powers granted to it
hereunder with respect to Options granted under the Plan prior to the date of
such termination.


 


18.           Conditions Upon Issuance of Shares.


 


(a)           Legal Compliance.  Shares shall not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.


 


(b)           Investment Representations.  As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute
such Shares if, in the opinion of counsel for the Company, such a
representation is required.


 


19.           Inability to Obtain Authority.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be 


 

















 


necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue
or sell such Shares as to which such requisite authority shall not have been
obtained.


 


20.           Reservation of Shares.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


 


21.           Stockholder Approval.  The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan
is adopted.  Such stockholder approval
shall be obtained in the manner and to the degree required under Applicable
Laws.