exv10w2



 





Exhibit 10.2




SUCCESSFACTORS, INC.




2001 STOCK OPTION PLAN




As Adopted on June 5, 2001

and as amended on June 26, 2001, April 29, 2003, May 5, 2004,

November 23, 2004, February 10, 2005, May 5, 2006,

May 17, 2006 and April 19, 2007




     1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential contributions are important to the success of
SuccessFactors, Inc. (the “Company”), its Parent and Subsidiaries, by offering them an opportunity
to participate in the Company’s future performance through awards of Options. Capitalized terms
not defined in the text are defined in Section 21. This Plan is intended to be a written
compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act.



     2. SHARES SUBJECT TO THE PLAN.



          2.1 Number of Shares Available. Subject to Sections 2.2 and 16, the total number of
Shares reserved and available for grant and issuance pursuant to this Plan will be 16,389,628
Shares or such lesser number of Shares as permitted under Section 260.140.45 of Title 10 of the
California Code of Regulations. Subject to Sections 2.2, 5.10 and 16, Shares subject to Options
previously granted will again be available for grant and issuance in connection with future Options
under this Plan to the extent such Shares: (i) cease to be subject to issuance upon exercise of an
Option, other than due to the exercise of such Option; or (ii) are issued upon exercise of an
Option but are forfeited or repurchased by the Company at the original exercise price. At all
times the Company will reserve and keep available a sufficient number of Shares as will be required
to satisfy the requirements of all Options granted and outstanding under this Plan.




          2.2 Adjustment of Shares. In the event that the number of outstanding shares of the
Company’s Common Stock 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 (i) the number of Shares reserved for issuance under this Plan
and (ii) the Exercise Prices of and number of Shares subject to outstanding Options 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, however, 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 down to the nearest whole Share, as determined by the Committee; and
provided, further, that the Exercise Price of any Option may not be decreased to below the par
value of the Shares.




     3. ELIGIBILITY. ISOs (as defined in Section 5 hereof) may be granted only to
employees (including officers and directors who are also employees) of the Company or of a Parent
or Subsidiary of the Company. NQSO’s (as defined in Section 5 hereof) may be granted to employees,
officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona fide services not in connection with the



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offer and sale of securities in a capital-raising transaction. A person may be granted more than
one Option under this Plan.



     4. ADMINISTRATION.



          4.1 Committee Authority. This Plan will be administered by the Committee or the Board
if no Committee is created by the Board. 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 Stock
Option Agreement (as defined in Section 5 hereof) and any other
agreement or document executed pursuant to this Plan;
	 
	 	(b)	 	prescribe, amend and rescind rules and
regulations relating to this Plan;
	 
	 	(c)	 	approve persons to receive Options;
	 
	 	(d)	 	determine the form and terms of Options;
	 
	 	(e)	 	determine the number of Shares or other
consideration subject to Options;
	 
	 	(f)	 	determine whether Options will be granted
singly, in combination with, in tandem with, in replacement of, or as
alternatives to, other Options under this Plan or options under any
other incentive or compensation plan of the Company or any Parent or
Subsidiary of the Company;
	 
	 	(g)	 	grant waivers of any conditions of this Plan or
any Option;
	 
	 	(h)	 	determine the terms of vesting and
exercisability of Options;
	 
	 	(i)	 	correct any defect, supply any omission, or
reconcile any inconsistency in this Plan, any Option, any Stock Option
Agreement or any Exercise Agreement (as defined in Section 5 hereof);
	 
	 	(j)	 	determine whether an Option has been earned;
	 
	 	(k)	 	make all other determinations necessary or
advisable for the administration of this Plan; and
	 
	 	(l)	 	extend the vesting period beyond a
Participant’s Termination Date.





          4.2 Committee Discretion. Unless in contravention of any express terms of this Plan
or Option, any determination made by the Committee with respect to any Option will be made in its
sole discretion either (i) at the time of grant of the Option, or (ii) subject to Section 5.9
hereof, at any later time. Any such determination will be final and binding on the Company
and on all persons having an interest in any Option under this Plan. The Committee




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may
delegate to one or more officers of the Company the authority to grant Options under this Plan,
provided such officer or officers are members of the Board.




     5. OPTIONS. The Committee may grant Options to eligible persons described in Section
3 hereof and will determine whether such Options will be Incentive Stock Options within the meaning
of the Code (the “ISOs”) or Nonqualified Stock Options (the “NQSOs”), the number of Shares subject
to the Option, the Exercise Price of the Option, the period during which the Option may be
exercised, and 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 an
Agreement which will expressly identify the Option as an ISO or an NQSO (the “Stock Option
Agreement”), and 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 such 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 granting of the Option.




          5.3 Exercise Period. Options may be exercisable immediately but subject to repurchase
pursuant to Section 10 hereof or may be exercisable within the times or upon the 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; and provided further that no ISO granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of any Parent or Subsidiary of the Company (the “Ten Percent Stockholder”)
will be exercisable after the expiration of five (5) years from the date the ISO 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. Subject to earlier termination of the Option as provided herein, each Participant who
is not an officer, director or consultant of the Company or of a Parent or Subsidiary of the
Company shall have the right to exercise an Option granted hereunder at the rate of no less than
twenty percent (20%) per year over five (5) years from the date such Option is granted;
provided, however, that the rate of exercise may be above or below such limits if
authorized by the California Code of Regulations and if it is in compliance with Rule 701
promulgated under the Securities Act.




          5.4 Exercise Price. The Exercise Price of an Option will be determined by the
Committee when the Option is granted and may not be less than eighty-five percent (85%) of the Fair
Market Value of the Shares on the date of grant; provided that (i) the Exercise Price of an ISO
will not be less than one hundred percent (100%) of the Fair Market Value of the Shares on the date
of grant and (ii) the Exercise Price of any Option granted to a Ten Percent Stockholder will not be
less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of
grant; provided, however, that the Exercise Price of a NQSO may be below such
limits if authorized by the California Code of Regulations and if it is in compliance with Rule 701
promulgated under the Securities Act. Payment for the Shares purchased must be made in accordance
with Section 6 hereof.




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          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). The Exercise Agreement will state (i)
the number of Shares being purchased, (ii) the restrictions imposed on the Shares purchased under
such Exercise Agreement, if any, and (iii) 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. Participant shall
execute and deliver to the Company the Exercise Agreement together with payment in full of the
Exercise Price, and any applicable taxes, for the number of Shares being purchased.




          5.6 Termination. Subject to earlier termination pursuant to Sections 16 or 17 hereof
and 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
other than death, Disability or for Cause, then the Participant may
exercise such Participant’s Options only to the extent that such
Options are exercisable upon the Termination Date or as otherwise
determined by the Committee. Such Options must be exercised by the
Participant, if at all, as to all or some of the Vested Shares
calculated as of the Termination Date or such other date determined by
the Committee, within three (3) months after the Termination Date (or
within such shorter time period, not less than thirty (30) days, or
within such longer time period, not exceeding five (5) years after the
Termination Date as may be determined by the Committee, with any
exercise beyond three (3) months after the Termination Date deemed to
be an NQSO) 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 Participant’s Termination other than for Cause),
then Participant’s Options may be exercised, only to the extent that
such Options are exercisable by Participant on the Termination Date or
as otherwise determined by the Committee. Such Options must be
exercised by Participant (or Participant’s legal representative or
authorized assignee), if at all, as to all or some of the Vested Shares
calculated as of the Termination Date or such other date determined by
the Committee, within twelve (12) months after the Termination Date (or
within such shorter time period, not less than six (6) months, or
within such longer time period not exceeding five (5) years after the
Termination Date as may be determined by the Committee, with any
exercise beyond (i) three (3) months after the Termination Date when
the Termination is for any reason other than the Participant’s death or
disability, within the meaning of Section 22(e)(3) of the Code, or (ii)
twelve (12) months after the Termination Date when the Termination is
for Participant’s disability, within the meaning of Section 22(e)(3) of
the Code,




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	 	 	 	deemed to be an NQSO) but in any event no later than the expiration
date of the Options.





	 	(c)	 	If the Participant is terminated for Cause,
then Participant’s Options shall expire on such Participant’s
Termination Date, or at such later time and on such conditions as are
determined by the Committee.





          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 such minimum number will
not prevent Participant from exercising the Option for the full number of Shares for which it is
then exercisable.




          5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date
of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant
during any calendar year (under this Plan or under any other incentive stock option plan of the
Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand Dollars
($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year exceeds One Hundred
Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand Dollars ($100,000)
worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the
amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that
calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder
are amended after the Effective Date (as defined in Section 17 hereof) to provide for a different
limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit
will be automatically incorporated herein and will apply to any Options granted after the effective
date of such amendment.




          5.9 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. Any outstanding ISO that is modified,
extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the
Code. Subject to Section 5.10 hereof, the Committee may reduce the Exercise Price of outstanding
Options without the consent of Participants 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 hereof for Options granted on the date the action is taken to reduce the Exercise
Price; provided, further, that the Exercise Price will not be reduced below the par value of the
Shares, if any.




          5.10 No Disqualification. Notwithstanding any other provision in this Plan, no term
of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or
authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of
the Code or, without the consent of the Participant, to disqualify any Participant’s ISO under
Section 422 of the Code. In no event shall the total number of Shares issued (counting each
reissuance of a Share that was previously issued and then forfeited or repurchased by the Company
as a separate issuance) under the Plan upon exercise of ISO’s exceed EIGHTY MILLION (80,000,000)
Shares (adjusted in proportion to any adjustments under Section 2.2. hereof) over the term of the
Plan.




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     6. PAYMENT FOR SHARE PURCHASES.



          6.1 Payment. Payment for Shares purchased pursuant to this Plan 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
owed to the Participant;
	 
	 	(b)	 	by surrender of shares that: (i) either (A)
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 (B) were obtained
by Participant in the public market and (ii) are clear of all liens,
claims, encumbrances or security interests;
	 
	 	(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 Participants
who are not employees or directors of the Company will not be entitled
to purchase Shares with a promissory note unless the note is adequately
secured by collateral other than the Shares; provided, further, that
the portion of the Exercise Price equal to the par value of the Shares
must be paid in cash or other legal consideration permitted by Delaware
General Corporation Law;
	 
	 	(d)	 	by waiver of compensation due or accrued to the
Participant from the Company for services rendered;
	 
	 	(e)	 	provided that a public market for the Company’s
stock exists:






	 	(i)	 	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 sufficient to pay the total Exercise Price, and
whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the total Exercise Price directly to the
Company; or
	 
	 	(ii)	 	through a “margin” commitment
from the Participant and an 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 total Exercise Price, and whereby the NASD Dealer




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	 	 	 	irrevocably commits upon receipt of such Shares to forward
the total Exercise Price directly to the Company; or






	 	(f)	 	by any combination of the foregoing.





          6.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the
Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the
Company of a third-party loan to the Participant.




     7. WITHHOLDING TAXES.



          7.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of
Options 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. Whenever, under this Plan, payments
in satisfaction of Options are to be made in cash by the Company, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax requirements.




          7.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax
liability in connection with the exercise or vesting of any Option 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 for such elections and be in writing in a form acceptable
to the Committee.




     8. PRIVILEGES OF STOCK OWNERSHIP.



          8.1 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, that the Participant will have no
right to retain such stock dividends or stock distributions with respect to Unvested Shares that
are repurchased pursuant to Section 10 hereof. The Company will comply with Section 260.140.1 of
Title 10 of the California Code of Regulations with respect to the voting rights of Common Stock.




          8.2 Financial Statements. The Company will provide financial statements to each
Participant annually during the period such Participant has Options outstanding, or as otherwise
required under Section 260.140.46 of Title 10 of the California Code of Regulations.
Notwithstanding the foregoing, the Company will not be required to provide such financial
statements to Participants when issuance is limited to key employees whose services in connection
with the Company assure them access to equivalent information.




     9. TRANSFERABILITY. Options granted under this Plan, and any interest therein, will
not be transferable or assignable by Participant, other than by will or by the laws of descent and
distribution and may not be made subject to execution, attachment or similar



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process. During the
lifetime of the Participant an Option will be exercisable only by the Participant or Participant’s
legal representative and any elections with respect to an Option may be made only by the
Participant or Participant’s legal representative.



     10. RESTRICTIONS ON SHARES.



          10.1 Right of First Refusal. At the discretion of the Committee, the Company may
reserve to itself and/or its assignee(s) in the Stock Option Agreement a right of first refusal to
purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a
third party, unless otherwise not permitted by Section 25102(o) of the California Corporations
Code, provided, that such right of first refusal terminates upon the Company’s initial public
offering of Common Stock pursuant to an effective registration statement filed under the Securities
Act.




          10.2 Right of Repurchase. At the discretion of the Committee, the Company may reserve
to itself and/or its assignee(s) in the Stock Option Agreement a right to repurchase Unvested
Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed to
the Company by the Participant following such Participant’s Termination at any time within the
later of ninety (90) days after Participant’s Termination Date and the date Participant purchases
Shares upon exercise of an Option at the Participant’s Exercise Price, provided, that to the extent
the Participant is not an officer, director or consultant of the Company or of a Parent or
Subsidiary of the Company, such right of repurchase lapses at the rate of no less than twenty
percent (20%) per year over five (5) years from the date of grant of the Option.




     11. 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.



     12. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares
set forth in Section 10 hereof, the Committee may require the Participant to deposit all
certificates representing 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. 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.



     13. EXCHANGE AND BUYOUT OF OPTIONS. The Committee may, at any time or from time to
time, authorize the Company, with the consent of the respective Participants, to



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issue new Options
in exchange for the surrender and cancellation of any or all outstanding Options. The Committee
may at any time buy from a Participant an Option previously granted with payment in cash, shares of
Common Stock of the Company or other consideration, based on such terms and conditions as the
Committee and the Participant may agree.



     14. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. This Plan is intended to comply
with Section 25102(o) of the California Corporations Code. Any provision of this Plan which is
inconsistent with Section 25102(o) shall, without further act or amendment by the Company or the
Board, be reformed to comply with the requirements of Section 25102(o). An Option will not be
effective unless such Option 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 Option 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 (i) obtaining any approvals from
governmental agencies that the Company determines are necessary or advisable, and/or (ii)
compliance with any exemption, 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 exemption, 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.



     15. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option 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.



     16. CORPORATE TRANSACTIONS.



          16.1 Assumption or Replacement of Options by Successor or Acquiring Company. In the
event of (i) a dissolution or liquidation of the Company, (ii) 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 Options granted under this Plan are assumed, converted or replaced
by the successor or acquiring corporation, which assumption, conversion or replacement will be
binding on all Participants), (iii) 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 which merges with the Company in such merger, or which owns or controls another
corporation which merges with the Company in such merger) cease to own their shares or other equity
interests in the Company, or (iv) the sale of all or substantially all of the assets of the
Company, any or all outstanding Options may be assumed, converted or replaced by the successor or
acquiring corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the alternative, the successor or
acquiring corporation may substitute equivalent Options or provide substantially similar
consideration to Participants as was provided to stockholders (after taking into account




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the existing provisions of the Options). The successor or acquiring corporation may also substitute by
issuing, in place of outstanding Shares of the Company held by the Participant, substantially
similar shares or other property subject to repurchase restrictions and other provisions no less
favorable to the Participant than those which applied to such outstanding Shares immediately prior
to such transaction described in this Section 16.1. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets, the 0ption confers
the right to purchase or receive, for each Share subject to the Option immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets 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 sale of assets is not solely common stock of
the successor corporation or its Parent, the Committee may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the Option, for each
Share subject to the Option, 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 sale of assets. In the event such successor or acquiring corporation (if any) does
not assume, convert, replace or substitute Options, as provided above, pursuant to a transaction
described in this Section 16.1, then notwithstanding any other provision in this Plan to the
contrary, the vesting of such Options will accelerate and the Options will become exercisable in
full prior to the consummation of such event at such times 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 in accordance with the provisions of this Plan.




          16.2 Other Treatment of Options. Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 16 hereof, in the event of the
occurrence of any transaction described in Section 16.1 hereof, any outstanding Options will be
treated as provided in the applicable agreement or plan of merger, consolidation, dissolution,
liquidation or sale of assets.




          16.3 Assumption of Options by the Company. The Company, from time to time, also may
substitute or assume outstanding options granted by another company, whether in connection with an
acquisition of such other company or otherwise, by either (i) granting an Option under this Plan in
substitution of such other company’s option, or (ii) assuming such option as if it had been granted
under this Plan if the terms of such assumed option could be applied to an Option granted under
this Plan. Such substitution or assumption will be permissible if the holder of the substituted or
assumed option would have been eligible to be granted an Option under this Plan if the other
company had applied the rules of this Plan to such grant. In the event the Company assumes an
option granted by another company, the terms and conditions of such option 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.




     17. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on the date
that it is adopted by the Board (the “Effective Date”). This Plan will be approved by the
stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with
applicable laws, within twelve (12) months before or after the Effective Date.



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Upon the Effective Date, the Board may grant Options pursuant to this Plan; provided, however, that: (i) no Option
may be exercised prior to initial stockholder approval of this Plan; (ii) no Option granted
pursuant to an increase in the number of Shares approved by the Board shall be exercised prior to
the time such increase has been approved by the stockholders of the Company; (iii) in the event
that initial stockholder approval is not obtained within the time period provided herein, all
Options granted hereunder shall be canceled, any Shares issued pursuant to any exercised Option
shall be canceled and rescinded; and (iv) Options granted pursuant to an increase in the number of
Shares approved by the Board which increase is not timely approved by stockholders shall be
canceled.



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



     19. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.9 hereof, the Board may at
any time terminate or amend this Plan in any respect, including without limitation amendment of any
form of Stock Option Agreement or instrument to be executed pursuant to this Plan; provided,
however, that the Board will not, without the approval of the stockholders of the Company, amend
this Plan in any manner that requires such stockholder approval pursuant to Section 25102(o) of the
California Corporations Code or the Code or the regulations promulgated thereunder as such
provisions apply to ISO plans.



     20. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the
submission of this Plan to the stockholders of the Company for approval, 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 options and other equity awards otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific cases.



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



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




          “Cause” means Termination because of (i) any willful, material violation by the Participant of
any law or regulation applicable to the business of the Company or a Parent or Subsidiary of the
Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral
turpitude, or any willful perpetration by the Participant of a common law fraud, (ii) the
Participant’s commission of an act of personal dishonesty which involves personal profit in
connection with the Company or any other entity having a business relationship with the Company,
(iii) any material breach by the Participant of any provision of any agreement or understanding
between the Company or a Parent or Subsidiary of the Company and the Participant regarding the
terms of the Participant’s service as an employee, officer, director or consultant to the Company
or a Parent or Subsidiary of the Company, including without limitation, the willful and continued
failure or refusal of the Participant to perform the material duties required of such Participant as an employee, officer, director or consultant of the
Company or a Parent or Subsidiary of the Company, other than as a result of having a Disability, or
a breach of any applicable invention assignment and confidentiality agreement or similar agreement
between the Company or a Parent or Subsidiary of the Company and the Participant,





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(iv)
Participant’s disregard of the policies of the Company or any Parent or Subsidiary of the Company
so as to cause loss, damage or injury to the property, reputation or employees of the Company or a
Parent or Subsidiary of the Company, or (v) any other misconduct by the Participant which is
materially injurious to the financial condition or business reputation of, or is otherwise
materially injurious to, the Company or a Parent or Subsidiary of the Company. The Committee will
have sole discretion to determine whether a Termination is for Cause, and such determination shall
be binding upon the Company and the Participant.




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




          “Committee” means the committee created and appointed by the Board to administer this Plan, or
if no committee is created and appointed, the Board.




          “Company” means SuccessFactors, Inc., a Delaware 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;
	 
	 	(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 by
The Wall Street Journal (or, if not so reported, as otherwise
reported by any newspaper or other source as the Board may determine);
or
	 
	 	(d)	 	if none of the foregoing is applicable, by the
Committee in good faith.





          “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 representing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.




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




          “Plan” means this SuccessFactors, Inc. 2001 Stock Option Plan, as amended from time to time.




          “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, par value, $0.001 per share reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 16 hereof, and any successor
security.




          “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 representing fifty percent (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,
director or consultant to the Company or a Parent or Subsidiary of the Company. A Participant 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 ninety (90) days (a) unless reinstatement (or, in the case of an
employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or
statute, or (b) unless provided otherwise pursuant to formal policy adopted from time to time by
the Company’s Board and issued and promulgated in writing. In the case of any Participant on (i)
sick leave, (ii) military leave or (iii) an approved leave of absence, the Committee may make such
provisions respecting suspension of vesting of the Option while on leave from the Company or a
Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an
Option be exercised after the expiration of the term set forth in the Stock Option 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”), and such determination shall be binding on the Company and the Participant.




          “Unvested Shares” means “Unvested Shares” as defined in the Stock Option Agreement.




          “Vested Shares” means “Vested Shares” as defined in the Stock Option Agreement.





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