**Exhibit 10.24**

 

**VERSATA, INC.**

**STOCK OPTION AGREEMENT**

 

**RECITALS**

 

A. The Board has adopted the Plan for the purpose ofretaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the service of the Corporation (or any Parent or Subsidiary).

 

B. This Agreement is executed pursuant to, and is intended tocarry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee. 

 

C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. 

 

**NOW, THEREFORE**, it is hereby agreed as follows: 

 

1. **Grant of Option**. The Corporation hereby grants to Optionee,as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price. 

 

2. **Option Term**. This option shall commence upon the GrantDate and shall expire on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6. 

 

3. **Limited Transferability**. During Optionee’s lifetime, this option shall be exercisable only by Optionee and shall not be assignableor transferable other than by will or by the laws of descent and distribution following Optionee’s death. 

 

4. **Dates of Exercise**. This option shall become exercisable for the Option Shares according to the Exercise Schedule and shall remainexercisable until the Expiration Date or sooner termination of the option term under Paragraph 5 or 6. 

 

5. **Termination Period**. This option shall be exercisable for ninety (90) days after Optionee’s Service terminates. Upon Optionee’sdeath or Disability, this Option may be exercised for six (6) months after Optionee’s Service terminates. In no event may Optionee exercise this option after the Expiration Date. In the event Optionee’s Service terminates as a result ofMisconduct, all options held by Optionee will immediately terminate. 

 

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6. **Corporate Transaction**. 

 

(b) In the event of a Corporate Transaction, this option shall automatically accelerate and become fullyvested and exercisable immediately prior to the effective date of the Corporate Transaction; provided, however, that this Option will not become exercisable on an accelerated basis if: 

 

(i) This option is assumed by the successor corporation (or parent thereof) in connection with the CorporateTransaction; or 

 

(ii) This option is replacedwith a cash incentive program of the successor corporation that provides for the payout of the difference between the Exercise Price and the fair market value of the shares at the time of the Corporate Transaction, subject to the same ExerciseSchedule as the option. 

 

(c) Immediatelyfollowing the consummation of the Corporate Transaction, this option will terminate and cease to be outstanding, except to the extent it is assumed or replaced by the successor corporation. 

 

(d) If this option is assumed in connection with a CorporateTransaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction hadthe option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. 

 

(e) This Agreement shall not in any way affect the right ofthe Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 

 

7. **Adjustment in Option Shares**. Should any change be made tothe Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration,appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

 

8. **Shareholder Rights**. The holder of this optionshall not have any shareholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares. 

 

9. **Manner of Exercising Option**. 

 

(a) In order to exercise this option with respect to all orany part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: 

 

(i) Execute and deliver to the Corporation a Purchase Agreement for the Option Shares for which the optionis exercised. 

 

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(ii) Pay the aggregate Exercise Price for the purchased shares in one or more of thefollowing forms: 

 

(A) cash or check madepayable to the Corporation; or 

 

(B) apromissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13. 

 

Should the Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, then the Exercise Pricemay also be paid as follows: 

 

(C) in sharesof Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on theExercise Date; or 

 

(D) to the extent theoption is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (a) to aCorporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable forthe purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (b) to the Corporation to deliver the certificates for the purchased sharesdirectly to such brokerage firm in order to complete the sale. 

 

Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connectionwith the option exercise. 

 

(iii) Furnish tothe Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. 

 

(iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to complywith the applicable requirements of Federal and state securities laws. 

 

(v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, 

 

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state and local income and employment tax withholding requirements applicable to the option exercise. 

 

(b) As soon as practical after the Exercise Date, theCorporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. 

 

(c) In no event may this option be exercised for anyfractional shares. 

 

10. **Compliance with Laws andRegulations**. 

 

(a) The exercise of thisoption and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or theNasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance. 

 

(b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to benecessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained.The Corporation, however, shall use its best efforts to obtain all such approvals. 

 

11. **Successors and Assigns**. Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and itssuccessors and assigns and Optionee, Optionee’s assigns and the legal representatives, heirs and legatees of Optionee’s estate. 

 

12. **Notices**. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing andaddressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee’s signature line on the GrantNotice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 

 

13. **Financing**. The Plan Administrator may, in its absolute discretion and without any obligation to do so,permit Optionee to pay the Exercise Price for the purchased Option Shares by delivering a full-recourse, interest-bearing promissory note secured by those Option Shares. The payment schedule in effect for any such promissory note shall beestablished by the Plan Administrator in its sole discretion. 

 

14. **Construction**. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator withrespect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option. 

 

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15. **Governing Law**. The interpretation, performance and enforcement of this Agreement shallbe governed by the laws of the State of California without resort to that State’s conflict-of-laws rules. 

 

16. **Shareholder Approval**. If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stockwhich may be issued under the Plan as last approved by the shareholders, then this option shall be void with respect to such excess shares, unless shareholder approval of an amendment sufficiently increasing the number of shares of Common Stockissuable under the Plan is obtained in accordance with the provisions of the Plan. 

 

17. **Additional Terms Applicable to an Incentive Option**. In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant:

 

(a) This option shall cease to qualify forfavorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (i) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death orPermanent Disability or (ii) more than twelve (12) months after the date Optionee ceases to be an Employee by reason of Permanent Disability. 

 

(b) If the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option would otherwise firstbecome exercisable in such calendar year would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock and any other securities for which one or more other Incentive Options granted to Optioneeprior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate, thenthis option will vest as determined by the Plan Administrator in accordance with the terms of the Plan. 

 

(c) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for thefirst time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted. 

 

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**APPENDIX**

 

The following definitions shall be in effect under the Agreement:

 

A. **Agreement** shall mean this Stock OptionAgreement. 

 

B. **Board** shall mean theCorporation’s Board of Directors. 

 

C. **Code**shall mean the Internal Revenue Code of 1986, as amended. 

 

D.**Common Stock** shall mean the Corporation’s common stock. 

 

E. **Corporate Transaction** shall mean either of the following shareholder-approved transactions to which the Corporation is a party: 

 

(i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the totalcombined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or 

 

(ii) the sale, transfer or other disposition of all orsubstantially all of the Corporation’s assets in complete liquidation or dissolution of the Corporation. 

 

F. **Corporation** shall mean Versata, Inc., a California corporation, and any successor corporation to all or substantially all of the assetsor voting stock of Versata, Inc. which shall by appropriate action adopt the Plan. 

 

G. **Disability** shall mean the inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be determined by the PlanAdministrator on the basis of such medical evidence as the Plan Administrator deems warranted under the circumstances. Disability shall be deemed to constitute **Permanent Disability**in the event that such Disability is expected to result indeath or has lasted or can be expected to last for a continuous period of twelve (12) months or more. 

 

H. **Employee** shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control anddirection of the employer entity as to both the work to be performed and the manner and method of performance. 

 

I. **Exercise Date** shall mean the date on which the option shall have been exercised in accordance with Paragraph 9 of the Agreement.

 

J. **Exercise Price** shall mean the exercise pricepayable per Option Share as specified in the Grant Notice. 

 

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K. **Exercise Schedule** shall mean the exercise schedule specified in the Grant Noticepursuant to which the option is to become exercisable for the Option Shares in a series of installments over the Optionee’s period of Service. 

 

L. **Expiration Date** shall mean the date on which the option expires as specified in the Grant Notice. 

 

M. **Fair Market Value** per share of Common Stock on any relevantdate shall be determined in accordance with the following provisions: 

 

(i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as the price is reported bythe National Association of Securities Dealers on the Nasdaq National Market or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price onthe last preceding date for which such quotation exists. 

 

(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined bythe Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, thenthe Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

 

(iii) If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the FairMarket Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 

 

N. **Grant Date** shall mean the date of grant of the option as specified in the Grant Notice. 

 

O. **Grant Notice** shall mean the Notice of Grant of Stock Optionaccompanying the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby. 

 

P. **Incentive Option** shall mean an option which satisfies the requirements of Code Section 422. 

 

Q. **Misconduct** shall mean the commission of any act of fraud,embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affectingthe business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or Subsidiary) 

 

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may consider as grounds for the dismissal or discharge of Optionee or any other individual in the Service of the Corporation (or any Parent or Subsidiary).

 

R. **1934 Act** shall mean the Securities ExchangeAct of 1934, as amended. 

 

S. **Non-Statutory Option**shall mean an option not intended to satisfy the requirements of Code Section 422. 

 

T. **Option Shares** shall mean the number of shares of Common Stock subject to the option. 

 

U. **Optionee** shall mean the person to whom the option is granted as specified in the Grant Notice. 

 

V. **Parent** shall mean any corporation (other than theCorporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of thetotal combined voting power of all classes of stock in one of the other corporations in such chain. 

 

W. **Plan** shall mean the Corporation’s 2000 Stock Option Plan. 

 

X. **Plan Administrator** shall mean either the Board or a committee of the Board acting in its capacity asadministrator of the Plan. 

 

Y. **Purchase Agreement**shall mean the stock purchase agreement in substantially the form of Exhibit B to the Grant Notice. 

 

Z. **Service** shall mean the Optionee’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of anEmployee, a non-employee member of the board of directors or an independent consultant. 

 

AA. **Stock Exchange** shall mean the American Stock Exchange or the New York Stock Exchange. 

 

BB. **Subsidiary** shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation,provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the othercorporations in such chain. 

 

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