Exhibit 10.1


 


RAINING
DATA CORPORATION

1999 STOCK PLAN


 


(Amended
November 28, 2005)


 


1.    Purpose.   This
Raining Data Corporation 1999 Stock Plan (the “Plan”) is established to create
additional incentives for certain valued employees, directors, consultants and
advisors of Raining Data Corporation, a Delaware corporation (the “Company”) or
any parent or subsidiary thereof and to promote the financial success and
progress of the Company and the Corporate Group. Options granted under the Plan
may be incentive stock options (“Incentive Options”) under Section 422 of
the Internal Revenue Code of 1986 as amended or superseded, or nonincentive
stock options (“Nonincentive Options”). Stock Purchase Rights may also be
granted under the Plan.


 


2.    Effective Date and Term of the
Plan.


 


a.            This Plan
shall become effective on the date of its adoption by the Board of Directors of
the Company (the “Board”), provided the Plan is approved by the shareholders of
the Company within twelve months before or after that date. If the Plan is not
so approved by the shareholders of the Company, all options granted under this
Plan shall be rescinded and shall be void.


 


b.            This Plan
shall terminate upon the earlier of (i) ten (10) years from the date
the Plan is adopted by the Board or approved by the shareholders, whichever is
earlier, or (ii) the date on which all shares available for issuance under
this Plan shall have been issued pursuant to the exercise of options granted
hereunder, or (iii) by action of the Board pursuant to Section 14
hereof. All options outstanding on the date of termination of this Plan shall
continue in force and effect in accordance with the provisions of the
agreements evidencing such options, and shall continue to include by reference
all of the relevant provisions of this Plan notwithstanding such termination.


 


3.    Certain Definitions.   Unless
the context otherwise requires, the following defined terms (and all other
capitalized terms defined in this Plan) shall govern the construction of this
Plan, and any stock option agreements entered into pursuant to this Plan:


 


a.            “Code” means
the Internal Revenue Code of 1986 as amended or superseded.


 


b.            “Common
Stock” shall mean the Common Stock of the Company, $0.10 par value.


 


c.            “Consultant”
means any person who is engaged by the Company or any member of the Corporate
Group to render consulting or advisory services to such entity.


 


d.            “Corporate
Group” means the Company and any successor thereof, any and all parent
corporations of the Company, and any and all subsidiary corporations of the
Company as of the relevant date of determination. For purposes of this Plan, “parent”
or “parent corporation” and “subsidiary” or “subsidiary corporation” shall have
the same meanings as defined in Sections 424(c) and 424(f) of
the Code.


 


e.            “Director”
means a member of the Board.


 


f.             “Employee”
means any person, including officers and Directors, employed by a member of the
Corporate Group. A Service Provider shall 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 members of the Corporate Group. For
purposes of Incentive Stock Options, no such leave may exceed ninety 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, on the 181st day of such leave any Incentive
Stock Option held by the Optionee shall


 


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cease
to be treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option. Neither service as a Director nor
payment of a director’s fee by the Company shall be sufficient to constitute “employment”
by the Company.


 


g.            “Exchange
Act” means the Securities Exchange Act of 1934 as amended or superseded.


 


h.            Except as
otherwise expressly provided herein, “fair market value” means:


 


(i)           If the
Common Stock of the Company is then listed on a Public Market (as hereinafter
defined), then the “fair market value” of the shares of such Common Stock of
the Company shall be the closing price of such stock on the principal exchange
or securities market on which such stock is then listed or admitted to trading
on the relevant date, as reported by the Wall Street Journal or such other
source as the Board deems reliable. If there are no reported sales of such
stock of the Company on such principal exchange or securities market on said
date, then the closing price for such stock on such exchange or market on the
next preceding; trading day for which quotations do exist shall be
determinative of fair market value, as reported by the Wall Street Journal or
such other source as the Board deems reliable.


 


(ii)          If the
Common Stock of the Company is quoted on the NASDAQ System (but not on the
National Market System or Small Cap System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, then the “fair
market value” of the shares of such Common Stock of the Company shall be the
mean of the closing bid and asked prices for such stock on the last trading day
immediately prior to the relevant date, as reported by the Wall Street Journal
or such other source as the Board deems reliable; provided however that the
Board may use other good faith methods to determine “fair market value” of the
Common Stock in the event that the Board determines that such selling prices or
bid and asked prices are not a reliable indicator of fair market value due to
low or sporadic volume trading or comparable factors during the relevant
period.


 


(iii)         In the
absence of an established market for the Common Stock of the Company, then the “fair
market value” of the shares of such Common Stock of the Company shall be as
determined by the Board in good faith as of the relevant date, or pursuant to
such other or additional standards as required by applicable law.


 


i.             “Net-Exercise”
means a procedure by which the Optionee will be issued a number of shares of
Stock determined in accordance with a formula X = Y(A-B) / A, where:


 


X
= the number of Shares to be issued to the Optionee upon exercise of the
Option;


 


Y
= the total number of Shares with respect to which the Optionee has elected to
exercise the Option;


 


A
= the fair market value of one (1) Share;


 


B
= the exercise price per Share (as defined in the Optionee’s Option Agreement).


 


j.             “Option”
collectively means an Incentive Option or a Nonincentive Option granted to an
Optionee hereunder pursuant to an Option Agreement.


 


k.            “Option
Agreement” means the written agreement between the Company and an Optionee
granting an Option hereunder.


 


l.             “Option
Price” with respect to any particular Option means the exercise price at which
the Optionee may acquire each share of the Option Shares under such Option.


 


m.           “Option
Shares” mean the shares of the Common Stock of the Company issued or issuable
by the Company pursuant to the exercise of an Option granted hereunder; all
stock or securities


 


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received
in replacement of the Option Shares in connection with a recapitalization,
reorganization, merger or other transaction subject to Section 5(b) hereof;
all stock or other securities received as stock dividends or as a result of any
stock splits; and all new, substituted or additional stock or other securities
to which an Optionee may be entitled by reason of the exercise of an Option or
the ownership of the Option Shares.


 


n.            “Optionee”
means the eligible person to whom an Option or Stock Purchase Right is granted
hereunder, and any permissible transferee thereof pursuant to Section 6(e) of
this Plan. Any permissible transferee shall be bound by all of the terms and
conditions and obligations of this Plan and the relevant Option Agreement or
Restricted Stock Purchase Agreement.


 


o.            “Permanent
and total disability” shall have the same meaning as defined in Section 22(e)(3) of
the Code.


 


p.            “Public
Market” means a market where the Common Stock of the Company is listed on a
national securities exchange (as that term is used in the Exchange Act) or a
national securities market, including without limitation the National. Market
System of the National Association of Securities Dealers, Inc. Automated
Quotation System (“NASDAQ”) or the NASDAQ Small Cap Market as then constituted.


 


q.            “Restricted
Stock” means Shares issued pursuant to a Stock Purchase Right or Shares of
restricted stock issued pursuant to an Option.


 


r.             “Restricted
Stock Purchase Agreement” means a written agreement between the Company and the
Optionee evidencing the terms and restrictions applying to Shares purchased
under a Stock Purchase Right. The Restricted Stock Purchase Agreement is
subject to the terms and conditions of the Plan and the notice of grant.


 


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


 


t.             “Service
Provider” means an Employee, Director or Consultant.


 


u.            “Share”
means a share of the Common Stock, as adjusted in accordance with Section 5
below.


 


v.            “Stock
Purchase Right” means a right to purchase Common Stock pursuant to Section 7
below.


 


w.           “Ten Percent
Shareholder” means a person who owns, either directly or indirectly by virtue
of the ownership attribution provisions set forth in Section 424(d) of
the Code, at the time such person is granted an Option, stock possessing more
than ten percent (10%) of the total combined voting power or value of all
classes of stock of the Company or of its parent or subsidiary corporation or
corporations.


 


x.            “Termination
Date” means the date on which a Service Provider ceases to be a Service
Provider.


 


4.    Eligibility.   Nonincentive
Options and Stock Purchase Rights may be granted to Service Providers.
Incentive Options may be granted only to Employees.


 


5.    Shares Subject to Plan.


 


a.            The stock
issuable under this Plan shall be shares of the authorized but unissued or
reacquired Common Stock of the Company. Subject to adjustment as provided in Section 5(b) below,
the aggregate number of shares of Common Stock which may be issued under this
Plan shall be Six Million Five Hundred Thousand (6,500,000) shares plus an
annual increase on the last day of the Company’s fiscal year equal to the
lesser of (i) 3% of the Company’s total outstanding shares on the


 


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last
day of the Company’s fiscal year (ii) 2,000,000 or (iii) such lesser
amount as determined in the sole and absolute discretion of the Board. In the
event that any outstanding Option or Stock Purchase Right for any reason
expires or is terminated or cancelled in whole or in part, the unpurchased
Shares that were subject thereto shall be available for subsequent grants or
sales hereunder. However, Shares that have actually been issued under the Plan,
upon exercise of either an Option or Stock Purchase Right, 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 at their original purchase price, such Shares shall
become available for future grant under the Plan.


 


b.            In the event
the Company shall change the outstanding shares of its Common Stock into a
different number or class of shares by means of any merger, consolidation,
recapitalization, reorganization, reclassification, stock split, reverse stock
split, stock dividend, spin-off, combination, exchange or other comparable
change in the corporate structure of the Company effected without receipt of
consideration, then the Board shall make appropriate adjustments to the
number and class of Shares that may be delivered under the Plan and/or the
number, class, and price of Shares covered by each outstanding Option or Stock
Purchase Right and with regard to the maximum number
and/or class of shares of Common Stock of the Company issuable under this Plan,
in order to prevent the dilution of benefits provided under such Options and
Stock Purchase Rights and this Plan. For these purposes (i) changes
occurring on account of the issuance of shares of stock by the Company at any
time upon the exercise of any stock options, rights or warrants or upon the
conversion of any convertible securities or debt or other issuance of stock by
the Company in a private or public offering for consideration shall not require
any adjustment in the number or class of shares or the Option Price, and (ii) in
the case of Incentive Options, any and all adjustments provided for hereunder
shall fully comply with Sections 422 and 424 of the Code.


 


c.            Neither the
grant of an Option or a Stock Purchase Right nor any other provision hereof
shall in any way affect the right of the Company to adjust, reclassify,
restructure, reorganize or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer or otherwise
dispose of all or any part of its stock, business or assets at any time.


 


6.    Grant of Options; Option
Agreements.   Each Option granted pursuant to
this Plan shall be authorized by the action of the Board and shall be evidenced
by an Option Agreement between the Company and the Optionee, in the form and
substance satisfactory to the Board from time to time and consistent with and
pursuant to this Plan. Without limiting the foregoing, each Option Agreement
shall be deemed to include and incorporate by reference each and all of the
following terms and conditions:


 


a.            Grant Date.   The
date stated in the Option Agreement as the grant date of the Option shall be
the “Grant Date” of the Option for all purposes hereof.


 


b.            Term of Option.   The
Board shall have the power to set the time or times within which each Option
shall be exercisable or the event or events upon the occurrence of which all or
a portion of each Option shall be exercisable and the term of each Option;
provided however that no Option shall be exercisable after the expiration of
ten (10) years from the date such Option is granted; or in the case of a
Ten Percent Shareholder, after the expiration of five (5) years from the
date such Option is granted.


 


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c.            Right to Exercise; Vesting.   Except
in the case of Options granted to officers, Directors and Consultants, the
right to exercise an Option shall vest at the rate of at least twenty percent
(20%) per year over five (5) years from the Grant Date of the Option in
all events, subject to reasonable conditions such as the Optionee continuing as
a Service Provider and specifically subject to Section 6(i) of this
Plan. Except as otherwise expressly provided in the relevant Option Agreement
and subject to the expiration or earlier termination of the Option, the vesting
period of the Option shall be for a period of four (4) years as follows:


 


(i)           The Optionee
shall have no right to exercise any part of the Option at any time prior to the
expiration of the one (1) year from the Grant Date of the Option;


 


(ii)          The Option
shall become exercisable with respect to Twenty-Five Percent (25%) of the
Option Shares upon the expiration of one (1) year from the Grant Date of
the Option; and


 


(iii)         The Option
thereafter shall become exercisable with respect to an additional Two and Eight
Point Thirty Three Hundredths Percent (2.0833%) of the Option Shares for each
month following the expiration of one (1) year from the Grant Date of the
Option.


 


(iv)        Exercisable
installments may be exercised by the Optionee in whole or in part and to the
extent not exercised shall accumulate and be exercisable as provided. The
Company shall not be required to issue fractional shares at any time; and any
fractional shares remaining in an Option following any exercise thereof shall
be rounded down to the next nearest whole number of Shares.


 


d.            Option Price.   The
Option Price for each Option shall be as determined in the sole discretion of
the Board from time to time; provided however that:


 


(i)           The Option
Price for Incentive Options shall be not less than 100 percent of the fair
market value of the Option Shares on the Grant Date of the Option; except that
the Option Price for Incentive Options of a Ten Percent Shareholder shall not
be less than 110 percent of the fair market value of the Option Shares on the
Grant Date of the Option.


 


(ii)          The Option
Price for Nonincentive Options shall be not less than 85 percent of the fair
market value of the Option Shares on the Grant Date of the Option; except that
the Option Price for Nonincentive Options of a Ten Percent Shareholder shall
not be less than 110 percent of the fair market value of the Option Shares on
the Grant Date of the Option.


 


e.           Non-Transferability.   No
Option shall be transferable or assignable by the Optionee other than by will
or the laws of descent and distribution, and an Option may be exercised during
the lifetime of the Optionee solely by the Optionee; provided however that in
the case of Nonincentive Options, the Optionee may transfer all or part of a
Nonincentive Option to family members (within the meaning of the general
instructions to Form S-8 under the Securities Act of 1933, or any
successor thereto) through gifts or domestic relations orders, as permitted by
the general instructions to Form S-8 under the Securities Act of 1933, or
by instrument to an inter vivos or testamentary trust in which such Option is
to be passed to beneficiaries upon the death of the Optionee, provided further
that such Option shall remain subject to all of the terms and conditions of
this Plan and the relevant Option Agreement, including but not limited to the
Option termination provisions hereof. Subject to the foregoing, all transfers
or assignments or attempted transfers or assignments of any Option or Option
Agreement shall be void ab initio.


 


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f.            Exercise of the Option.   Except
as otherwise provided in the relevant Option Agreement, in order to exercise an
Option with respect to all or any part of the Option Shares for which an Option
is then exercisable, Optionee (or the executor, administrator, heir or devisee
of Optionee after the death of Optionee) must do the following:


 


(i)           Provide the
Secretary of the Company with written notice of such exercise, specifying the
number of Option Shares for which the Option is being exercised;


 


(ii)          Pay the
Option Price for the Option Shares being purchased in one or more of the
following forms: (1) full payment in cash or check of the Option Price in
United States Dollars for the Option Shares being purchased; (2) full
payment in shares of Common Stock of the Company having a fair market value on
the Exercise Date equal to the Option Price for the Option Shares being
purchased, and held for more than six months on the date of surrender; (3) payment
through a broker-dealer sale and remittance procedure pursuant to which the
Optionee (a) shall provide written instructions to a Company designated
brokerage firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate exercise price payable
for the purchased Shares and (b) shall provide written directives to the
Company to deliver the certificates for the purchased Shares directly to such
brokerage firm in order to complete the sale transaction; (4) by delivery
of a properly executed notice of exercise electing a Net-Exercise or (5) any
combination of the foregoing methods of payment. The Board may at any time or
from time to time, by adoption of or amendment to the standard form of Option
Agreement, or by other means, grant Options which do not permit all of the
foregoing forms of consideration to be used in payment of the Option Price or
which otherwise restrict one or more forms of consideration;


 


(iii)         Furnish to
the Company appropriate documentation that the person or persons exercising the
Option, if other than Optionee, have the right to exercise such Option. For
these purposes, the “Exercise Date” of the Option shall be the date on which
the Secretary of the Company receives written notice of the exercise of such
Option, together with full payment of the Option Price for the Option Shares
being purchased. In the event the Board determines in its sole discretion that
the shares of Common Stock of the Company cannot be reasonably valued at fair market
value as of the Exercise Date, then full payment of the Option Price for the
Option Shares shall be made only in cash or check payable to the order of the
Company. The certificate or certificates for the Option Shares shall be
registered in the name of Optionee, or if applicable, in the name of the
estate, heirs or devisees of Optionee; and


 


(iv)        Comply with
such other exercise procedures established by the Board from time to time.


 


g.            Rule 16b-3.   Options
granted to individuals subject to Section 16 of the Exchange Act must
comply with the applicable provisions of SEC Rule 16b-3 (as amended or
superseded) and shall contain such additional conditions or restrictions as may
be required thereunder to qualify for the maximum exemption from Section 16
of the Exchange Act with respect to Plan transactions.


 


h.            Tax Withholding.   At
the time an Option is exercised in whole or in part, or at any time thereafter
as requested by the Company, the Optionee shall authorize payroll withholding
and otherwise shall agree to make adequate payments to the Company for all
federal, state and other jurisdiction tax withholding obligations of the
Company or any parent or subsidiary thereof which may arise in connection with
the Option, if any, including without limitation obligations arising upon (i) the
grant of such Option, (ii) the exercise of such Option in whole or in
part, (iii) the transfer of any Option Shares or other property or
consideration of any kind in connection with the exercise of such Option, (iv) the
operation of any law or regulations providing for the imputation of interest or
any other income or payment, or (v) the lapsing of any restriction with
respect to any Option Shares.


 


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i.             Termination of Relationship as a
Service Provider.   If an Optionee ceases to be a
Service Provider, other than upon the Optionee’s death or disability, such
Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement (of at least thirty (30) days) 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 the Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for three (3) months following the
Optionee’s termination. If, on the date of termination, the Optionee 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
Optionee 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.


 


(i)           Death of Optionee.   If
an Optionee dies while a Service Provider, the Option may be exercised within
such period of time as is specified in the Option Agreement (of at least
six (6) months) to the extent that the Option is vested on the date
of death (but in no event later than the expiration of the term of such Option
as set forth in the Option Agreement) by the Optionee’s estate or by a person
who acquires the right to exercise the Option by bequest or inheritance. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee’s termination. If, at
the time of death, the Optionee is not vested as to the 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.


 


(ii)          Disability of Optionee.   If
an Optionee ceases to be a Service Provider as a result of the Optionee’s
disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement (of at least six (6) months)
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 Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee’s
termination. If, on the date of termination, the Optionee 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 Optionee 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. If
such disability is not a “disability” as such term is defined in Section 22(e)(3) of
the Code, in the case of an Incentive Stock Option such Incentive Stock Option
shall automatically cease to be treated as an Incentive Stock Option and shall
be treated for tax purposes as a Nonstatutory Stock Option on the day three
months and one day following such termination.


 


(iii)         Relationship With the Corporate
Group.   For purposes of this Section, a transfer of the
Optionee from the Company to another member of the Corporate Group shall not
cause the Optionee to lose his or her status as a Service Provider. All
references to the Company herein shall be deemed to include such member of the
Corporate Group. For purposes of this Section, the Optionee shall cease to be a
Service Provider upon actual termination of his or her relationship with a
member of the Corporate Group or upon such member ceasing to be a member of the
Corporate Group, unless such member or its successor assumes the Option
pursuant to the terms hereof.


 


j.             Common Stock Voting Rights.   This
Plan and any Option Agreement hereunder shall be in full compliance with Section 260.140.1
of the Rules of the California Commissioner of Corporations (as amended or
superseded) regarding the voting rights of Common Stock.


 


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k.            Other Provisions.   An
Option Agreement may contain such other terms, provisions and conditions,
including but not limited to provisions accelerating the right to exercise an
Option, special forfeiture conditions, rights of repurchase, rights of first
refusal and restrictions on transfer of Option Shares issued hereunder, not
inconsistent with the provisions of this Plan or applicable law, as may be
determined by the Board in its sole discretion.


 


7.    Stock Purchase Rights.


 


a.            Rights to Purchase.   Stock
Purchase Rights may be issued either alone, in addition to, or in tandem with
other awards granted under the Plan and/or cash awards made outside of the
Plan. After the Board determines that it will offer Stock Purchase Rights under
the Plan, it shall advise the offeree in writing or electronically of the
terms, conditions and restrictions related to the offer, including the number
of Shares that such person shall be entitled to purchase, the price to be paid,
and the time within which such person must accept such offer. The terms of the
offer shall, to the extent necessary, comply in all respects with Section 260.140.42
of Title 10 of the California Code of Regulations. The offer shall be accepted
by execution of a Restricted Stock Purchase Agreement in the form determined by
the Board.


 


b.            Payment of Purchase Price.   Payment of
the purchase price for the number of Shares being purchased pursuant to any
Stock Purchase Right shall be made (a) in cash or by check, (b) in
the form of the Optionee’s past service rendered a member of the Corporate
Group or for its benefit having a value not less than the aggregate purchase
price of the Shares being acquired, or (c) any combination thereof. The
Board may at any time or from time to time, by adoption of or amendment to the
standard form of Stock Purchase Agreement, or by other means, grant Stock
Purchase Rights which do not permit all of the foregoing forms of consideration
to be used in payment of the purchase price or which otherwise restrict one or
more forms of consideration.


 


c.            Repurchase Option.   Unless
the Board determines otherwise, the Restricted Stock Purchase Agreement shall
grant the Company a repurchase option exercisable within 90 days of the
voluntary or involuntary termination of the purchaser’s service with the
Company for any reason (including death or disability). The purchase price for
Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be
the original price paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company. The repurchase option shall lapse
at such rate as the Board may determine. Except with respect to Shares
purchased by officers, Directors and Consultants, the repurchase option shall
in no case lapse at a rate of less than 20% per year over five (5) years
from the date of purchase.


 


d.            Other Provisions.   The
Restricted Stock Purchase Agreement shall contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the Board
in its sole discretion.


 


e.            Rights as a Shareholder.   Once
the Stock Purchase Right is exercised, the purchaser shall have rights
equivalent to those of a shareholder and shall be a shareholder when his or her
purchase is entered upon the records of the duly authorized transfer agent of
the Company. No adjustment shall be made for a dividend or other right for
which the record date is prior to the date the Stock Purchase Right is
exercised, except as provided in Section 5 of the Plan.


 


f.             Limited Transferability of Stock
Purchase Rights.   Unless determined otherwise by
the Administrator, Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or
the laws of descent and distribution, and may be exercised during the lifetime
of the Optionee, only by the Optionee. If the Administrator in its sole
discretion makes a Stock Purchase Right transferable, such Stock Purchase Right
may only be transferred (i) by will, (ii) by the laws of descent and
distribution, or (iii) to family members (within


 


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the
meaning of the general instructions to Form S-8 under the Securities Act
of 1933, or any successor thereto) through gifts or domestic relations orders,
as permitted by the general instructions to Form S-8 under the Securities
Act of 1933.


 


8.    Restrictions on Grant or Stock
Issuance.


 


a.            The grant of
Options and the issuance of Option Shares shall be conditioned upon and subject
to compliance with all of the applicable requirements of federal and state laws
with respect to such securities on the relevant dates of determination; and to
the entering into of such covenants, representations and warranties by the
Optionee as required under applicable laws in the judgment of the Company or
its counsel in its sole discretion with respect to the grant of the Option and
the issuance of the Option Shares thereunder. Without limiting the foregoing,
the Company has no obligation to file a registration statement under the
Securities Act of 1933 or under any similar act or law for the registration or
qualification of any Option or any of the Option Shares or to otherwise assist
any Optionee in complying with any exemption from registration.


 


b.            The
certificate or certificates representing the Option Shares acquired by exercise
of the Option shall bear such legends as determined by the Company in its sole
and absolute discretion, including without limitation any applicable federal or
state securities law or corporate law restrictions and legends. In order to
ensure compliance with the restrictions set forth in this Plan and the Option
Agreement, the Company also may issue appropriate stop-transfer instructions to
its transfer agent, if any, and if the Company transfers its own securities,
the Company may make appropriate notations to the same effect in its own
records.


 


9.    No Rights as a Shareholder.   No
person shall have any rights as a shareholder with respect to any of the Option
Shares subject to an Option until the date of the issuance of a stock
certificate(s) for the Option Shares for which the Option has been
exercised. No adjustments shall be made for dividends or distributions or other
rights for which the record date is prior to the date such stock
certificate(s) are issued, except as provided in Section 5(b) of
this Plan.


 


10.  No Rights in Other Capacities.   Nothing
in this Plan or in any Option Agreement shall confer upon any Optionee any
right to continue as a Service Provider of the Company (or any other member of
the Corporate Group) or interfere in any manner with any right of the Company
(or any other member of the Corporate Group or other relevant entity) to
terminate its relationship with an Optionee at any time. No Optionee shall have
any authority to act on behalf of the Company in any capacity with respect to
his or her own participation in this Plan or with respect to his or her own
Option Agreement or Option granted hereunder.


 


11.  Use of Proceeds.   The
proceeds received by the Company from the payment of the Option Price pursuant
to exercise of an Option shall be used for such corporate purposes as
determined by the Board in its discretion.


 


12.  Lock-Up Restrictions.   In
connection with any underwritten public offering of stock or other securities
made by the Company pursuant to an effective registration statement filed under
applicable federal securities acts, the Optionee shall fully comply with and
cooperate with the Company and any managing underwriter in connection with any
stock “lock-up” or “standstill” agreements or similar restrictions on the offer
or sale or contract to sell or other transfer or assignment or pledge or loan
or other encumbrance of the shares of the Common Stock of the Company
(including without limitation any of the Option Shares) generally applicable to
similarly situated shareholders or optionholders of the Company.


 


13.  Mandatory Notice of Disposition.   The
Optionee shall transfer or dispose of any of the Option Shares only in
compliance with the provisions of this Plan and the Option Agreement. Without
limiting the other provisions of this Plan or the Option Agreement, in the
event the Optionee disposes of any of the


 


9





















 


Option Shares, acquired
pursuant to a grant of Incentive Options, within two (2) years of the
Grant Date of the Option or within one (1) year after the transfer of the
Option Shares to the Optionee in connection with an exercise of the Option,
whether such disposition is made by sale, exchange, gift or otherwise, then the
Optionee shall notify the Chief Financial Officer of the Company of such
disposition in writing within thirty (30) days from the date of such
disposition. Said written notice shall state the date of such disposition, and
the type and amount of the consideration received for such Option Share or
Option Shares by the Optionee in connection therewith. In the event of any such
disposition, the Company shall have the right to withhold from the Optionee or
to require the Optionee to immediately pay to the Company the aggregate amount
of taxes, if any, which the Company is required to withhold under federal or
state or other applicable law as a result of the granting or exercise of the
subject Option or the disposition of the subject Option Shares.


 


14.  Modification, Extension and
Renewal of Options.   Subject to the terms and
conditions and within the limitations of this Plan, the Board may modify,
extend or renew outstanding Options granted under this Plan, or accept the
surrender of outstanding Options (to the extent not theretofore exercised) and
authorize the granting of new Options in substitution therefor (to the extent
not theretofore exercised). Notwithstanding the foregoing, no modification of
any Option shall, without the consent of the Optionee, alter or impair any
rights or obligations under any Option theretofore granted under this Plan.


 


15.  Termination or Amendment of Plan.


 


a.            The Board
may at any time terminate or amend this Plan prior to the expiration of this
Plan, provided however that without the approval of the shareholders of the Company
there shall be: (i) no increase in the total number of shares of stock
which may be issued under this Plan (except by operation of the provisions of Section 5(b) hereof),
and (ii) no change in the classes of persons eligible to be granted
Options.


 


b.            No amendment
of this Plan may adversely affect any then outstanding Option or any
unexercised portion thereof without the consent of the Optionee; provided
however that subject to Section 14(a) hereof the Board expressly
reserves the right to amend the terms and provisions of this Plan and of any
outstanding Options under this Plan to the extent necessary to qualify such
Options for such favorable federal income tax treatment (including deferral of
taxation upon exercise) as may be afforded employee stock options under
amendments to the Code or other statutes or regulations which become effective
after the effective date of this Plan.


 


16.  Financial Statements.   Subsequent
to the Effective Date of the Plan, the Optionees shall receive financial
statements from the Company on at least an annual basis to the extent required
by the then applicable Rules of the Commissioner of Corporations for the
State of California or as otherwise required by law.


 


17.  Notices.   All
notices, requests, demands and other communications required or permitted to be
given pursuant to this Plan or any Option Agreement (collectively “notices”)
shall be in writing and shall be delivered (i) by personal delivery, (ii) by
nationally recognized overnight air courier service or (iii) by deposit in
the United States Mail, postage prepaid, registered or certified mail, return
receipt requested. A notice shall be deemed to have been given on the date
delivered, if delivered personally or by overnight air courier service; or five
(5) days after mailing if mailed. All notices shall be addressed if to the
Company at its principal place of business in the State of California, United
States of America, to the attention of the Secretary or Chief Financial Officer
of the Company; and if to the Optionee or his or her representative at the last
address of Optionee shown on the records of the Company. Either party may by
written notice to the other party specify a different address to which notices
shall be given, by sending notice thereof to the other party in the foregoing
manner.


 


10





















 


18.  Administration.   This
Plan shall be administered by the Board or by a duly appointed committee of the
Board having such powers as shall be specified by the Board; and further
subject to Section 16(b) of the Exchange Act and SEC Rule 16b-3
(as amended or superseded) with respect to any Option granted to an individual
subject to such rules. Any references in this Plan to the Board shall also be
deemed to refer to such committee of the Board if appointed for such purposes
with the relevant powers. The Board may also at any time terminate the
functions of such committee and reassume all powers and authority previously
delegated to the committee. The Board is authorized to establish such rules and
regulations as it may deem appropriate for the proper administration of this
Plan and to make such determinations under, and issue such interpretations of,
this Plan and any Option Agreement or Option granted hereunder as it may deem
necessary or advisable. All questions of interpretation of this Plan or any
Option Agreement or Option granted hereunder shall be determined by the Board
and shall be final and binding upon all persons having an interest in this Plan
or any Option Agreement or Option granted hereunder. No member of the Board
shall vote on any matter concerning his or her own participation in this Plan.
No member of the Board shall be liable for any action or interpretation made in
good faith hereunder.


 


19.  General Provisions.


 


a.            This Plan
constitutes the entire Raining Data Corporation 1999 Stock Option Plan, subject
to termination or amendment as herein provided. In the event of any conflict
between the terms or provisions of this Plan and any Option Agreement for any
Option granted hereunder, the terms and provisions of this Plan shall control.


 


b.            This Plan
shall be construed in accordance with and governed by the laws of the State of
California without reference to the principles of conflicts of law.


 


c.            Whenever
possible, each provision of this Plan shall be interpreted in such manner as to
be effective and valid under applicable law. In the event that any provision of
this Plan shall be held by the final judgment of a court of competent
jurisdiction to be invalid or unlawful or unenforceable, then the remaining
provisions of this Plan shall remain in full force and effect and shall be
construed to give the fullest effect to the purpose of this Plan.


 


d.            When the
context requires, the plural shall include the singular and the singular the
plural and any gender shall include any other gender. Section headings are
for convenience only and are not part of this Plan.


 


20.  Copies of Plan.   A
complete copy of this Plan as then in effect shall be delivered to each
Optionee at or before the time such person executes and delivers the relevant
Option Agreement.


 


11





















 


RAINING
DATA CORPORATION

1999 STOCK PLAN

STOCK OPTION AGREEMENT


 


NOTICE
OF STOCK OPTION GRANT


 


	
  Optionee’s
  Name and Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


You
have been granted an option to purchase shares of Common Stock of Raining Data
Corporation subject to the terms and conditions of the Stock Option Agreement (“Option
Agreement”) and the Raining Data Corporation 1999 Stock Plan, as amended from
time to time (the “Plan”) as follows:


 


	
  Award
  Number

  	
   

  
	
  Grant
  Date of Option

  	
   

  
	
  Vesting
  Commencement Date

  	
   

  
	
  Exercise
  Price per Share

  	
   

  
	
  Total
  Number of Shares Granted

  	
   

  
	
  Total
  Exercise Price

  	
   

  
	
  Type
  of Option:

  	
   

  	
   

  	
  Incentive
  Stock Option

  
	
   

  	
   

  	
   

  	
  Nonincentive
  Stock Option

  
	
  Term/Expiration
  Date:

  	
  Ten
  Years from the Date of Grant

  



 


Vesting
Schedule:


 


Subject
to the Optionee being a Service Provider on the following dates and other
limitations set forth in the Plan and the Option Agreement, the Option may be
exercised, in whole or in part, in accordance with the following schedule:


 


(a)  Optionee shall have no right to exercise
any part of the Option at any time prior to the expiration of the one (1) year
from the Vesting Commencement Date;


 


(b)  The Option shall become exercisable with
respect to Twenty-Five Percent (25%) of the Shares upon the expiration of one (1) year
from the Vesting Commencement Date; and


 


(c)  The Option thereafter shall become
exercisable with respect to an additional One Forty-Eighth (1/48th) of the
Option on each monthly anniversary of the Vesting Commencement Date.


 


Termination
Period:


 


This
Option may be exercised for a period of time following the Optionee ceasing to
be a Service Provider as provided for in this Option Agreement.


 


12





















 


Incentive
Stock Option:


 


If
this option is an Incentive Stock Option which provides special tax favorable
tax treatment under the Internal Revenue Code, it is the obligation of the
Optionee to comply with the Internal Revenue Code requirements in order to
obtain that favorable tax treatment. The Internal Revenue Code requires that stock
obtained through the exercise of Incentive Stock Options be held for two years
from the date of the option grant and for one year from the date of the
exercise of the option; otherwise the special tax treatment can be lost and the
Optionee may have to pay taxes on the disposition of the stock as if the stock
were obtained through the exercise of a Nonincentive Stock Option. Incentive
Stock Option holders should consult with their tax or financial advisors when
disposing of Incentive Stock Options.


 


	
  

  	
   

  	
   

  	
  Initials

  



 


13





















 


RAINING
DATA CORPORATION

1999 STOCK PLAN

STOCK OPTION AGREEMENT


 


1.    Grant of Option.   Raining
Data Corporation, a Delaware corporation (the “Company”), hereby grants to the
Optionee (the “Optionee”) named in the Notice of Stock Option Award (the “Notice”),
an option (the “Option”) to purchase the Total Number of Shares of Common Stock
subject to the Option (the “Shares”) set forth in the Notice, at the Exercise
Price per Share set forth in the Notice (the “Exercise Price”) for the term of
the Option, subject to the terms and provisions of the Notice, this Stock
Option Award Agreement (the “Option Agreement”) and the Company’s Amended 1999
Stock Plan, as amended from time to time (the “Plan”), which are incorporated
herein by reference. Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Option Agreement.


 


If
designated in the Notice as an Incentive Stock Option (“ISO”), the Option is
intended to qualify as an ISO as defined in Section 422 of the Code.
However, notwithstanding such designation, to the extent that the aggregate
Fair Market Value of Shares subject to Options designated as ISOs which become
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company or any parent or subsidiary thereof) exceeds $100,000,
such excess Options, to the extent of the Shares covered thereby in excess of
the foregoing limitation, shall be treated as Nonincentive Stock Options. For
this purpose, ISOs shall be taken into account in the order in which they were
granted, and the Fair Market Value of the Shares shall be determined as of the
date the Option with respect to such Shares is granted.


 


2.    Certain Definitions.


 


(a)          “Administrator” means the Board of Directors of the Company
or the duly appointed committee of the Board having the power to administer the
Plan or options granted under the Plan as shall be specified by the Board and
as further provided in the Plan.


 


(b)          “Applicable Laws” means the legal requirements relating to
the administration of stock incentive plans, if any, under applicable
provisions of federal securities laws, state corporate and securities laws, the
Code, the rules of any applicable stock exchange or national market
system, and the rules of any foreign jurisdiction applicable to options
granted to residents therein.


 


(c)          “Corporate Transaction” means any of the following
transactions:


 


(i)           a merger or
consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the
Company is incorporated;


 


(ii)          the sale,
transfer or other disposition of all or substantially all of the assets of the
Company (including the capital stock of the Company’s subsidiary corporations);


 


(iii)         approval by
the Company’s stockholders of any plan or proposal for the complete liquidation
or dissolution of the Company;


 


(iv)        any reverse
merger in which the Company is the surviving entity but in which securities
possessing more than fifty percent (50%) of the total combined voting power of
the Company’s outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger;
or


 


(v)         acquisition
by any person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities, but excluding any such


 


14





















 


transaction
that the Administrator determines in its sole discretion shall not be a
Corporate Transaction.


 


(d)          “Exercise Price” shall have the same meaning as “Option Price”
under the defined terms of the Plan.


 


(e)          “Shares” shall have the same meaning as “Option Shares” under
the defined terms of the Plan.


 


(f)           “Service Provider” shall mean an Employee, Director,
Consultant or advisor of the Corporate Group.


 


(g)          “Termination Date” shall mean the date on which a Service
Provider ceases to be a Service Provider.


 


3.    Exercise of Option.


 


(a)          Right to Exercise.   The
Option shall be exercisable during its term in accordance with the Vesting Schedule set
out in the Notice and with the applicable provisions of the Plan and this
Option Agreement. The Optionee shall be subject to reasonable limitations on
the number of requested exercises during any monthly or weekly period as
determined by the Administrator. In no event shall the Company issue fractional
Shares.


 


(b)          Method of Exercise.   The
Option shall be exercisable only by delivery of an Exercise Notice (attached as
Exhibit A) which shall state the election to exercise the Option, the
whole number of Shares in respect of which the Option is being exercised, and
such other provisions as may be required by the Administrator. The Exercise
Notice shall be signed by the Optionee and shall be delivered in person, by
certified mail, or by such other method determined from time to time by the
Administrator to the Company accompanied by payment of the Exercise Price. The
Option shall be deemed to be exercised upon receipt by the Company of such
written notice accompanied by the Exercise Price.


 


No
Shares shall be issued pursuant to the exercise of an Option unless such
issuance and such exercise comply with Applicable Laws. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.


 


(c)          Taxes.   No
Shares will be delivered to the Optionee or other person pursuant to the
exercise of the Option until the Optionee or other person has made arrangements
acceptable to the Administrator for the satisfaction of applicable income tax,
employment tax, and social security tax withholding obligations, including
without limitation obligations incident to the receipt of Shares or the
disqualifying disposition of Shares received on exercise of an ISO. Upon
exercise of the Option, the Company or a member of the Corporate Group may
offset or withhold (from any amount owed by the Company or a member of the
Corporate Group to the Optionee) or collect from the Optionee or other person
an amount sufficient to satisfy such tax obligations and/or the withholding
obligations of the Company or member of the Corporate Group.


 


4.    Method of Payment.   Payment
of the Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee; provided however that such exercise
method does not then violate any Applicable Law and, 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 the Delaware General
Corporation Law:


 


(a)          cash;


 


(b)          check;


 


15





















 


(c)          surrender of
Shares or delivery of a properly executed form of attestation of ownership of
Shares as the Administrator may require (including withholding of Shares
otherwise deliverable upon exercise of the Option) which have a Fair Market
Value on the date of surrender or attestation equal to the aggregate Exercise
Price of the Shares as to which the Option is being exercised (but only to the
extent that such exercise of the Option would not result in an accounting
compensation charge with respect to the Shares used to pay the exercise price);


 


(d)          payment
through a broker-dealer sale and remittance procedure pursuant to which the
Optionee (i) shall provide written instructions to a Company designated
brokerage firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate exercise price payable
for the purchased Shares and (ii) shall provide written directives to the
Company to deliver the certificates for the purchased Shares directly to such
brokerage firm in order to complete the sale transaction; or


 


(e)          payment
through a Net-Exercise procedure, established at a time selected in the sole
and absolute discretion of the Administrator.


 


5.    Restrictions on Exercise.   The
Option may not be exercised if the issuance of the Shares subject to the Option
upon such exercise would constitute a violation of any Applicable Laws. In addition,
the Option, if an Incentive Stock Option, may not be exercised until such time
as, the Plan has been approved by the stockholders of the Company.


 


6.    Termination.


 


(a)          In the event
Optionee ceases to be a Service Provider, other than for death or disability,
the Option shall terminate prior to the Expiration Date as set forth in the
Notice and shall be exercisable upon the earlier of (1) the expiration of
ninety (90) days from the Termination Date or (2) the Expiration Date of
the Option. No additional right to exercise the Option with respect to any
Shares shall vest from and after the Termination Date.


 


(b)          Death.   In
the event of the death of Optionee during the term of the Option, then the
executors or administrators of the estate of the Optionee or the heirs or devisees
of the Optionee (as the case may be) shall have the right to exercise the
Option to the extent the Optionee was entitled to do so at the time of his or
her death; provided however that the Option shall terminate and cease to be
exercisable upon the earlier of (1) the expiration of one (1) year
from the date of the death of the Optionee or (2) the Expiration Date of
the Option. No additional right to exercise the Option with respect to any
Shares shall vest from and after the date of the death of the Optionee.


 


(c)          Disability.   In
the event of the permanent and total disability of Optionee during the term of
the Option, then Optionee shall have the right to exercise the Option to the
extent Optionee was entitled to do so at the time of the termination of his or
her relationship with the Company by reason of such disability; provided
however that the Option shall terminate and cease to be exercisable upon the
earlier of (1) the expiration of one (1) year from the Termination
Date or (2) the Expiration Date of the Option. No additional right to
exercise the Option with respect lo any Shares shall vest from and after the
Termination Date.


 


(d)          Corporate Group.   For
purposes of this Section 6, all references to the Company shall be deemed
to include such member of the Corporate Group.


 


7.    Termination on Corporate
Transaction: Assumption.   Notwithstanding any contrary
provision hereof, effective upon the consummation of a Corporate Transaction,
the Option shall terminate unless the Option is assumed by the successor
corporation or parent thereof in connection with such Corporate Transaction.


 


16





















 


8.    Transferability of Option.   The
Option, if an ISO, may not be transferred in any manner other than by will or
by the laws of descent and distribution and may be exercised during the
lifetime of the Optionee only by the Optionee; provided however that the
Optionee may designate a beneficiary of the Optionee’s ISO in the event of the
Optionee’s death on a beneficiary designation form provided by the
Administrator. The Option, if a Nonincentive Stock Option may be transferred to
any person by will and by the laws of descent and distribution. Nonincentive
Stock Options also may be transferred during the lifetime of the Optionee to
certain members of the immediate family of the Optionee as provided in Section 6(e) of
the Plan. The terms of the Option shall be binding upon the executors, administrators,
heirs, devisees, successors and transferees of the Optionee.


 


9.    Term of Option.   The
Option may be exercised no later than the Expiration Date set forth in the
Notice or such earlier date as otherwise provided herein (the “term” of the
Option).


 


10.  Tax Consequences.   Set
forth below is a brief summary as of the date of this Option Agreement of some
of the federal tax consequences of exercise of the Option and disposition of
the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.


 


(a)          Exercise of Incentive Stock
Option.   If the Option qualifies as an ISO, there will be no
regular federal income tax liability upon the exercise of the Option, although
the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price will be treated as income for purposes of the
alternative minimum tax for federal tax purposes and may subject the Optionee
to the alternative minimum tax in the year of exercise. Notwithstanding the
foregoing, if the Optionee pays the Exercise Price through a Net-Exercise
procedure, a disqualifying disposition of the Shares used to pay the Exercise Price
will occur and any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and the lesser of (i) the Fair
Market Value of the Shares on the date of exercise, or (ii) the sale price
of the Shares.


 


(b)          Exercise of Incentive Stock
Option Following Disability.   If the Optionee’s Continuous
Service terminates as a result of Disability that is not total and permanent
disability as defined in Section 22(e)(3) of the Code, to the extent
permitted on the date of termination, the Optionee must exercise an ISO within
three (3) months of such termination for the ISO to be qualified as an
ISO.


 


(c)          Exercise of Nonincentive Stock
Option.   On exercise of a Nonincentive Stock Option, the
Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price. If the
Optionee is an Employee or a former employee, the Company will be required to
withhold from the Optionee’s compensation or collect from the Optionee and pay
to the applicable taxing authorities an amount in cash equal to a percentage of
this compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.


 


(d)          Disposition of Shares.   In
the case of a Nonincentive Stock Option, if Shares are held for more than one
year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes. In the case of an ISO,
if Shares transferred pursuant to the Option are held for more than one year
after receipt of the Shares and are disposed more than two years after the
Grant Date, any gain realized on disposition of the Shares will be treated as
capital gain for federal income tax purposes. If Shares purchased under an ISO
are disposed of prior to the expiration of such one-year or two-year periods,
any gain realized on such disposition will be treated as compensation income
(taxable at ordinary income rates) to the extent of the difference between the


 


17





















 


Exercise
Price and the lesser of (i) the Fair Market Value of the Shares on the
date of exercise, or (ii) the sale price of the Shares.


 


11.  Entire Agreement: Governing Law.   The
Notice, the Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Optionee
with respect to the subject matter hereof, and may not be modified adversely to
the Optionee’s interest except by means of a writing signed by the Company and
the Optionee. Nothing in the Notice, the Plan and this Option Agreement (except
as expressly provided therein) is intended to confer any rights or remedies on
any persons other than the parties. The Notice, the Plan and this Option
Agreement are to be construed in accordance with and governed by the internal
laws of the State of California, United States of America (as permitted by Section 1646.5
of the California Civil Code, or any similar successor provision) without
giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of California
to the rights and duties of the parties. Should any provision of the Notice,
the Plan or this Option Agreement be determined by a court of law to be illegal
or unenforceable, such provision shall be enforced to the fullest extent
allowed by law and the other provisions shall nevertheless remain effective and
shall remain enforceable.


 


12.  Headings.   The
captions used in the Notice and this Option Agreement are inserted for
convenience and shall not be deemed a part of the Option for construction or interpretation.


 


13.  Dispute Resolution.   The
provisions of this Section 13 shall be the exclusive means of resolving
disputes arising out of or relating to the Notice, the Plan and this Option
Agreement. The Company, the Optionee, and the Optionee’s assignees pursuant to Section 8
hereof (the “parties”) shall attempt in good faith to resolve any disputes
arising out of or relating to the Notice, the Plan and this Option Agreement by
negotiation between individuals who have authority to settle the controversy.
Negotiations shall be commenced by either party by notice of a written
statement of the party’s position and the name and title of the individual who
will represent the party. Within thirty (30) days of the written notification,
the parties shall meet at a mutually acceptable time and place, and thereafter
as often as they reasonably deem necessary, to resolve the dispute. If the
dispute has not been resolved by negotiation, the parties agree that any suit,
action, or proceeding arising out of or relating to the Notice, the Plan or
this Option Agreement shall be brought in the United States District Court for
the Central District of California (or should such court lack jurisdiction to
hear such action, suit or proceeding, in a California state court in the County
of Orange, California) and that the parties shall submit to the jurisdiction of
such court. The parties irrevocably waive, to the fullest extent permitted by
law, any objection the party may have to the laying of venue for any such suit,
action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE
ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION
OR PROCEEDING. If any one or more provisions of this Section 13 shall for
any reason be held invalid or unenforceable, it is the specific intent of the
parties that such provisions shall be modified to the minimum extent necessary
to make it or its application valid and enforceable.


 


14.  Notices.   All
notices, requests, demands and other communications required or permitted to be
given pursuant to this Option Agreement (collectively “notices”) shall be in
writing and shall be delivered (i) by personal delivery, (ii) by
nationally recognized overnight air courier service or (iii) by deposit in
the United States Mail, postage prepaid, registered or certified mail, return
receipt requested. A notice shall be deemed to have been given on the date
delivered, if delivered personally or by overnight air courier service; or five
(5) days after mailing if mailed. All notices shall be addressed if to the
Company at its principal place of business in the State of California, United
States of America, to the attention of the Secretary or Chief Financial Officer
of the Company; and if to the Optionee or his or her representative at the last
address of Optionee shown on the records of the Company. Either party may by
written notice to the other party specify a different address to which notices
shall be given, by sending notice thereof to the other party in the foregoing
manner.


 


18





















 


IN
WITNESS WHEREOF, the Company and the Optionee have executed this Notice and
agree that the Option is to be governed by the: terms and conditions of this
Notice, the Plan, and the Option Agreement.


 


	
  

  	
  RAINING
  DATA CORPORATION,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


THE OPTIONEE ACKNOWLEDGES AND AGREES THAT
THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD
OF THE OPTIONEE’S SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THE OPTION OR ACQUIRING SHARES HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES
AND AGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL
CONFER UPON THE OPTIONEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR
CONTINUATION OF OPTIONEE’S SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
OPTIONEE’S RIGHT OR THE RIGHT OF THE COMPANY TO TERMINATE OPTIONEE’S SERVICE,
WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE OPTIONEE ACKNOWLEDGES
THAT UNLESS THE OPTIONEE HAS A WRITTEN AGREEMENT WITH THE COMPANY TO THE
CONTRARY, OPTIONEE’S STATUS IS AT WILL.


 


The
Optionee acknowledges receipt of a copy of the Plan and the Option Agreement,
and represents that he or she is familiar with the terms and provisions thereof,
and hereby accepts the Option subject to all of the terms and provisions hereof
and thereof. The Optionee has reviewed this Notice, the Plan, and the Option
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Notice, and fully understands all provisions of
this Notice, the Plan and the Option Agreement. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan or the Option Agreement.
The Optionee further agrees to notify the Company upon any change in the
residence address indicated in this Notice.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Optionee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Initials

  



 


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RAINING
DATA CORPORATION

1999 STOCK PLAN


 


EXERCISE
NOTICE


 


Raining Data Corporation


25A Technology Drive


Irvine, California 92618


 


Attention: Secretary


 


1.    Exercise of Option.   Effective
as of
today,                                    ,                            , the
undersigned (the “Purchaser”) hereby elects to purchase                            
shares of the Common Stock (the “Shares”) of Raining Data Corporation (the “Company”)
under and pursuant to the Company’s 1999 Stock Plan, as amended from time to
time (the “Plan”) and the Stock Option Agreement (the “Option Agreement”) and
Notice of Stock Option Grant (the “Notice”) dated                                   ,
20      .
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Exercise Notice. The purchase price for the
Shares shall be
$           , as
required by the Option Agreement.


 


2.    Representations of the Purchaser.   The
Purchaser acknowledges that the Purchaser has received, read and understood the
Notice, the Plan, and the Option Agreement and agrees to abide by and be bound
by their terms and conditions.


 


3.    Rights as Stockholder.   Until
the stock certificate evidencing such Shares is 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 Shares, notwithstanding
the exercise of the Option. The Company shall issue (or cause to be issued)
such stock certificate as soon as practicable 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 stock certificate is issued, except as provided in Section 5(b) of
the Plan.


 


4.    Delivery of Payment.   The
Purchaser herewith delivers to the Company the full Exercise Price for the
Shares and any required withholding taxes to be paid in connection with the
exercise of the option.


 


5.    Tax Consultation.   The
Purchaser understands that the Purchaser may suffer adverse tax consequences as
a result of the Purchaser’s purchase or disposition of the Shares. The
Purchaser represents that the Purchaser has consulted with any tax consultants
the Purchaser deems advisable in connection with the purchase or disposition of
the Shares and that the Purchaser is not relying on the Company for any tax
advice.


 


6.    Taxes.   The
Purchaser agrees to satisfy all applicable federal, state and local income,
employment and other tax withholding obligations and herewith delivers to the
Company the full amount of such obligations or has made arrangements acceptable
to the Company to satisfy such obligations. In the case of an ISO, the
Purchaser also agrees, as partial consideration for the designation of the
Option as an ISO, to notify the Company in writing within thirty (30) days of
any disposition of any shares acquired by exercise of the Option if such
disposition occurs within two (2) years from the Grant Date or within one (1) year
from the date the Shares were transferred to the Purchaser. If the Company is
required to satisfy any federal, state or local income or employment tax
withholding obligations as a result of such an early disposition, the Purchaser
agrees to satisfy the amount of such withholding in a manner that the
Administrator prescribes.


 


7.    Successors and Assigns.   The
Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this agreement shall inure to the benefit of the
successors and assigns of


 


20





















 


the Company. This Exercise
Notice shall be binding upon the Purchaser and his or her heirs, executors,
administrators, successors and assigns.


 


8.    Headings.   The captions
used in this Exercise Notice are inserted for convenience and shall not be
deemed a part of this agreement for construction or interpretation.


 


9.    Resolution.   The
provisions of Section 13 of the Option Agreement shall be the exclusive
means of resolving disputes arising out of or relating to this Exercise Notice.


 


10.  Governing Law;
Severability.   This Exercise Notice is to be construed
in accordance with and governed by the internal laws of the State of
California, United States of America (as permitted by Section 1646.5 of
the California Civil Code, or any similar successor provision) without giving
effect to any choice of law rule that would cause the application of the
laws of any jurisdiction other than the internal laws of the State of
California to the rights and duties of the parties. Should any provision of
this Exercise Notice be determined by a court of law to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed
by law and the other provisions shall nevertheless remain effective and shall
remain enforceable.


 


11.  Notices.   All notices,
requests, demands and other communications required or permitted to be given
hereunder (collectively “notices”) shall be in writing and shall be delivered (i) by
personal delivery, (ii) by nationally recognized overnight air courier
service or (iii) by deposit in the United States Mail, postage prepaid,
registered or certified mail, return receipt requested. A notice shall be
deemed to have been given on the date delivered, if delivered personally or by
overnight air courier service; or five (5) days after mailing if mailed.
All notices shall be addressed if to the Company at its principal place of
business in the State of California, United States of America, to the attention
of the Secretary or Chief Financial Officer of the Company; and if to the
Purchaser or his or her representative at the last address of Purchaser shown
on the records of the Company. Either party may by written notice to the other
party specify a different address to which notices shall be given, by sending
notice thereof to the other party in the foregoing manner.


 


12.  Further Instruments.   The parties
agree to execute such further instruments and to take such further action as
may be reasonably necessary to carry out the purposes and intent of this
agreement.


 


13.  Entire Agreement.   The Notice,
the Plan, and the Option Agreement are incorporated herein by reference, and
together with this Exercise Notice constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Purchaser
with respect to the subject matter hereof, and may not be modified adversely to
the Purchaser’s interest except by means of a writing signed by the Company and
the Purchaser.


 


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Nothing
in the Notice, the Plan, the Option Agreement and this Exercise Notice (except
as expressly provided therein) is intended to confer any rights or remedies on
any persons other than the parties.


 


	
  Submitted by:

  	
   

  	
  Accepted by:

  	 

	 
	
   

  	
   

  	
   

  
	 
	
  PURCHASER:

  	
   

  	
  RAINING DATA CORPORATION

  
	 
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
  Title:

  	
   

  	 

	
   

  	
  (Signature)

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  Address:

  	
   

  	
  Address:

  	 

	 
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  25A Technology Drive

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
  Irvine, California 92618

  	 

									



 


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