Prepared by MERRILL CORPORATION




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Exhibit 4.1  


  
 

    PERFICIENT INC.
  1999 STOCK OPTION/STOCK ISSUANCE PLAN
  (Amended as of June 14, 2001)    
  


 
  ARTICLE ONE
  GENERAL PROVISIONS    
  


	I.
	 PURPOSE OF THE PLAN



    This
1999 Stock Option/Stock Issuance Plan is intended to promote the interests of Perficient Inc., a Delaware corporation, by providing eligible persons with the opportunity
to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation. 


    Capitalized
terms shall have the meanings assigned to such terms in the attached Appendix. 


	II.
	 STRUCTURE OF THE PLAN



    A.
The Plan shall be divided into three separate equity programs: 



    (i)  the
Discretionary Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of
Common Stock, 


    (ii) the
Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock directly, either through
the immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent or Subsidiary), and 


    (iii) the
Automatic Option Grant Program under which eligible non-employee Board members shall automatically receive options at periodic intervals to
purchase shares of Common Stock. 




    B.  The
provisions of Articles One and Five shall apply to all equity programs under the Plan and shall govern the interests of all persons under the Plan. 



	III.
	 ADMINISTRATION OF THE PLAN



    A.  Prior
to the Section 12 Registration Date, the Discretionary Option Grant and Stock Issuance Programs shall be administered by the Board. Beginning with the
Section 12 Registration Date, the following provisions shall govern the administration of the Plan: 



    (i)  The
Board shall have the authority to administer the Discretionary Option Grant and Stock Issuance Programs with respect to Section 16 Insiders but may
delegate such authority in whole or in part to the Primary Committee. 


    (ii) Administration
of the Discretionary Option Grant and Stock Issuance Programs with respect to all other persons eligible to participate in those programs may, at
the Board's discretion, be vested in the Primary Committee or a Secondary Committee, or the Board may retain the power to administer those programs with respect to all such persons. 


    (iii) Administration
of the Automatic Option Grant Program shall be self-executing in accordance with the terms of that program. 




    B.  Each
Plan Administrator shall, within the scope of its administrative jurisdiction under the Plan, have full power and authority subject to the provisions of the
Plan: 



    (i)  to
establish such rules as it may deem appropriate for proper administration of the Plan, to make all factual determinations, to construe and interpret the
provisions of the Plan and the awards thereunder and to resolve any and all ambiguities thereunder; 










    (ii) to determine, with respect to awards made under the Discretionary Option Grant and Stock Issuance Programs, which eligible persons are to receive such awards, the
time or times when such awards are to be made, the number of shares to be covered by each such award, the vesting schedule (if any) applicable to the award, the status of a granted option as either an
Incentive Option or a Non-Statutory Option and the maximum term for which the option is to remain outstanding; 


    (iii) to
amend, modify or cancel any outstanding award with the consent of the holder or accelerate the vesting of such award; and 


    (iv) to
take such other discretionary actions as permitted pursuant to the terms of the applicable program. 





Decisions
of each Plan Administrator within the scope of its administrative functions under the Plan shall be final and binding on all parties. 



    C.  Members
of the Primary Committee or any Secondary Committee shall serve for such period of time as the Board may determine and may be removed by the Board at any
time. The Board may also at any time terminate the functions of any Secondary Committee and reassume all powers and authority previously delegated to such committee. 


    D.  Service
on the Primary Committee or the Secondary Committee shall constitute service as a Board member, and members of each such committee shall accordingly be
entitled to full indemnification and reimbursement as Board members for their service on such committee. No member of the Primary Committee or the Secondary Committee shall be liable for any act or
omission made in good faith with respect to the Plan or any options or stock issuances under the Plan. 



	IV.
	 ELIGIBILITY



    A.  The
persons eligible to participate in the Discretionary Option Grant and Stock Issuance Programs are as follows: 



    (i)  Employees, 


    (ii) non-employee
members of the Board or the board of directors of any Parent or Subsidiary, and 


    (iii) consultants
and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary). 




    B.  Only
non-employee Board members shall be eligible to participate in the Automatic Option Grant Program. 



	V.
	 STOCK SUBJECT TO THE PLAN



    A.  The
stock issuable in the aggregate under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock initially reserved for issuance in the aggregate over the term of the Plan and upon exercise of options granted prior to
the adoption of the Plan (the "Prior Options") shall not exceed 3,229,000 shares. 


    B.  No
one person participating in the Plan may receive options, separately exercisable stock appreciation rights and direct stock issuances for more than 300,000
shares of Common Stock in the aggregate per calendar year; provided however, that any person receiving options in connection with the merger of Compete, Inc. and a wholly owned subsidiary of
the Corporation shall not be subject to the foregoing limitation. 


    C.  Shares
of Common Stock subject to outstanding options under the Plan and the Prior Options shall be available for subsequent issuance under the Plan to the extent
those options expire, terminate or are cancelled for any reason prior to exercise in full. Unvested shares issued 








under the Plan and subsequently repurchased by the Corporation, at the original exercise or issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan shall be added
back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent options or direct stock issuances
under the Plan. However, should the exercise price of an option under the Plan or a Prior Option be paid with shares of Common Stock or should shares of Common Stock otherwise issuable under the Plan
or upon exercise of a Prior Option be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an option or the vesting of a stock issuance
under the Plan, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by
the gross number of shares for which the option is exercised or which vest under the stock issuance, and not by the net number of shares of Common Stock issued to the holder of such option or stock
issuance. Shares of Common Stock underlying one or more stock appreciation rights exercised under the Plan shall not be available for subsequent
issuance. 


    D.  If
any change is made to the 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 maximum number and/or class of securities
issuable under the Plan, (ii) the number and/or class of securities for which any one person may be granted options, separately exercisable stock appreciation rights and direct stock issuances
under this Plan per calendar year, (iii) the number and/or class of securities for which grants are subsequently to be made under the Automatic Option Grant Program to new and continuing
non-employee Board members and (iv) the number and/or class of securities and the exercise price per share in effect under each outstanding option under the Plan. Such adjustments
to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive. In no event shall any such adjustments be made in connection with the conversion of one or more outstanding shares of the Corporation's preferred
stock into shares of Common Stock. 


    E.  The
number of shares of Common Stock available for issuance under the Plan will automatically increase on the first trading day in January each year, beginning with
the 2002 calendar year, by an amount equal to eight percent (8%) of the shares of Common Stock outstanding on the last trading day of December of the immediately preceding calendar year, but in no
event will any such annual increase exceed 1,000,000 shares of Common Stock. 



 
 

ARTICLE TWO
  DISCRETIONARY OPTION GRANT PROGRAM    
  


	I.
	 OPTION TERMS



    Each
option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that each such document shall comply with the terms
specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options. 



    A.  Exercise Price.



    1.  The
exercise price per share shall be fixed by the Plan Administrator at the time of the option grant. 


    2.  The
exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section II of Article Five and the
documents evidencing the option, be payable in cash or check made payable to the Corporation. Should the Common 










Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the exercise price may also be paid as follows: 



    (i)  shares
of Common Stock held 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 the Exercise Date, or 


    (ii) to
the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide
irrevocable instructions to (a) a Corporation-approved 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 for the 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) the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the
sale. 






    Except
to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date. 



    B.  Exercise and Term of Options.  Each option shall be exercisable at such time or times, during such
period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. However, no option shall have a term in excess of ten
(10) years measured from the option grant date. 


    C.  Cessation of Service.



    1.  The
following provisions shall govern the exercise of any options outstanding at the time of the Optionee's cessation of Service or death: 



    (i)  Any
option outstanding at the time of the Optionee's cessation of Service for any reason shall remain exercisable for such period of time thereafter as shall be
determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term. 


    (ii) Any
option exercisable in whole or in part by the Optionee at the time of death may be subsequently exercised by his or her Beneficiary. 


    (iii) During
the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for
which the option is exercisable on the date of the Optionee's cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service,
terminate and cease to be outstanding to the extent the option is not otherwise at that time exercisable for vested shares. 


    (iv) Should
the Optionee's Service be terminated for Misconduct or should the Optionee engage in Misconduct while his or her options are outstanding, then all such
options shall terminate immediately and cease to be outstanding. 




    2.  The
Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding: 



    (i)  to
extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service to such period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or 












    (ii) to permit the option to be exercised, during the applicable post-Service exercise period, for one or more additional installments in which the Optionee
would have vested had the Optionee continued in Service. 





    D.  Stockholder Rights.  The holder of an option shall have no stockholder rights with respect to the
shares subject to the option until such person shall have exercised the option, paid the exercise price and become a holder of record of the purchased shares. 


    E.  Repurchase Rights.  The Plan Administrator shall have the discretion to grant options which are
exercisable for unvested shares of Common Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase, at the exercise price paid
per share, any or all of those unvested shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule
for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right. 


    F.  Limited Transferability of Options.  During the lifetime of the Optionee, Incentive Options shall be
exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee's death. Non-Statutory
Options shall be subject to the same restrictions, except that a Non-Statutory Option may, to the extent permitted by the Plan Administrator, be assigned in whole or in part during the
Optionee's lifetime (i) as a gift to one or more members of the Optionee's immediate family, to a trust in which Optionee and/or one or more such family members hold more than fifty percent
(50%) of the beneficial interest or to an entity in which more than fifty percent (50%) of the voting interests are owned by one or more such family members or (ii) pursuant to a domestic
relations order. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued
to the assignee as the Plan Administrator may deem appropriate. 



	II.
	 INCENTIVE OPTIONS



    The
terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles One, Two and
Five shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options when issued under the Plan shall not be subject to the terms of this
Section II. 



    A.  Eligibility.  Incentive Options may only be granted to Employees. 



    B.  Exercise Price.  The exercise price per share shall not be less than one hundred percent (100%) of
the Fair Market Value per share of Common Stock on the option grant date. 


    C.  Dollar Limitation.  The aggregate Fair Market Value of the shares of Common Stock (determined as of
the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during any one calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more
such options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such options as Incentive Options shall be applied on the basis of
the order in which such options are granted. 


    D.  10% Stockholder.  If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then
the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date, and the option term shall not exceed
five (5) years measured from the option grant date. 



	III.
	 CHANGE IN CONTROL/HOSTILE TAKE-OVER



    A.  Each
option outstanding at the time of a Change in Control but not otherwise fully-vested shall automatically accelerate so that each such option shall, immediately
prior to the 








effective date of the Change in Control, become exercisable for all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall not so accelerate if and to the extent: (i) such option is, in connection with the Change in Control, assumed or otherwise continued
in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control, (ii) such option is replaced with a cash incentive program of the
successor corporation which preserves the spread existing at the time of the Change in Control on the shares of Common Stock for which the option is not otherwise at that time exercisable and provides
for subsequent payout in accordance with the same vesting schedule applicable to those option shares or (iii) the acceleration of such option is subject to other limitations imposed by the Plan
Administrator at the time of the option grant. 


    B.  All
outstanding repurchase rights shall also terminate automatically, and the shares of Common Stock subject to those terminated rights shall immediately vest in
full, in the event of any Change in Control, except to the extent: (i) those repurchase rights are assigned to the successor corporation (or parent thereof) or otherwise continue in full force
and effect pursuant to the terms of the Change in Control or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time the repurchase right
is issued. 


    C.  Immediately
following the consummation of the Change in Control, all outstanding options shall terminate and cease to be outstanding, except to the extent assumed
by the successor corporation (or
parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. 



    D.  Each
option which is assumed in connection with a Change in Control shall be appropriately adjusted, immediately after such Change in Control, to apply to the
number and class of securities which would have been issuable to the Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control.
Appropriate adjustments to reflect such Change in Control shall also be made to (i) the exercise price payable per share under each outstanding option, provided the aggregate exercise price
payable for such securities shall remain the same, (ii) the maximum number and/or class of securities available for issuance over the remaining term of the Plan and (iii) the maximum
number and/or class of securities for which any one person may be granted options, separately exercisable stock appreciation rights and direct stock issuances under the Plan per calendar year. 


    E.  The
Plan Administrator may at any time provide that one or more options will automatically accelerate in connection with a Change in Control, whether or not those
options are assumed or otherwise continued in full force and effect pursuant to the terms of the Change in Control. Any such option shall accordingly become exercisable, immediately prior to the
effective date of such Change in Control, for all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as fully-vested shares of Common
Stock. In addition, the Plan Administrator may at any time provide that one or more of the Corporation's repurchase rights shall not be assignable in connection with such Change in Control and shall
terminate upon the consummation of such Change in Control. 


    F.  The
Plan Administrator may at any time provide that one or more options will automatically accelerate upon an Involuntary Termination of the Optionee's Service
within a designated period (not to exceed eighteen (18) months) following the effective date of any Change in Control in which those options do not otherwise accelerate. Any options so
accelerated shall remain exercisable for fully-vested shares until the earlier of (i) the expiration of the option term or (ii) the expiration of the one (1)-year period
measured from the effective date of the Involuntary Termination. In addition, the Plan Administrator may at any time provide that one or more of the Corporation's repurchase rights shall immediately
terminate upon such Involuntary Termination. 


    G.  The
Plan Administrator may at any time provide that one or more options will automatically accelerate in connection with a Hostile Take-Over. Any such
option shall become 








exercisable, immediately prior to the effective date of such Hostile Take-Over, for all of the shares of Common Stock at the time subject to that option and may be exercised for any or all
of those shares as fully-vested shares of Common Stock. In addition, the Plan Administrator may at any time provide that one or more of the Corporation's repurchase rights shall terminate
automatically upon the consummation of such Hostile Take-Over. Alternatively, the Plan Administrator may condition such
automatic acceleration and termination upon an Involuntary Termination of the Optionee's Service within a designated period (not to exceed eighteen (18) months) following the effective date of
such Hostile Take-Over. Each option so accelerated shall remain exercisable for fully-vested shares until the expiration or sooner termination of the option term. 


    H.  The
portion of any Incentive Option accelerated in connection with a Change in Control or Hostile Take Over shall remain exercisable as an Incentive Option only to
the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be
exercisable as a Non-Statutory Option under the Federal tax laws. 



	IV.
	 STOCK APPRECIATION RIGHTS



    The
Plan Administrator may, subject to such conditions as it may determine, grant to selected Optionees stock appreciation rights which will allow the holders of those rights to elect
between the exercise of the underlying option for shares of Common Stock and the surrender of that option in exchange for a distribution from the Corporation in an amount equal to the excess of
(a) the Option Surrender Value of the number of shares for which the option is surrendered over (b) the aggregate exercise price payable for such shares. The distribution may be made in
shares of Common Stock valued at Fair Market Value on the option surrender date, in cash, or partly in shares and partly in cash, as the Plan Administrator shall in its sole discretion deem
appropriate. 


 
 

ARTICLE THREE
  STOCK ISSUANCE PROGRAM    
  


	I.
	 STOCK ISSUANCE TERMS



    Shares
of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening options. Shares of Common Stock may also be issued
under the Stock Issuance Program pursuant to share right awards which entitle the recipients to receive those shares upon the attainment of designated performance goals or Service requirements. Each
such award shall be evidenced by one or more documents which comply with the terms specified below. 



    A.  Purchase Price.



    1.  The
purchase price per share of Common Stock subject to direct issuance shall be fixed by the Plan Administrator. 


    2.  Subject
to the provisions of Section II of Article Five, Shares of Common Stock may be issued under the Stock Issuance Program for any of the following items
of consideration which the Plan Administrator may deem appropriate in each individual instance: 



    (i)  cash
or check made payable to the Corporation, or 


    (ii) past
services rendered to the Corporation (or any Parent or Subsidiary). 





    B.  Vesting/Issuance Provisions.



    1.  The
Plan Administrator may issue shares of Common Stock which are fully and immediately vested upon issuance or which are to vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance objectives. Alternatively, the Plan Administrator may issue share right awards which shall entitle the recipient to
receive a specified number of vested shares of Common Stock upon the 










attainment of one or more performance goals or Service requirements established by the Plan Administrator. 


    2.  Any
new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the
right to receive with respect to his or her unvested shares of Common Stock by reason of any stock dividend, stock split, 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 shall be issued subject to (i) the same vesting requirements applicable to the Participant's
unvested shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate. 


    3.  The
Participant shall have full stockholder rights with respect to the issued shares of Common Stock, whether or not the Participant's interest in those shares is
vested. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. 



    4.  Should
the Participant cease to remain in Service while holding one or more unvested shares of Common Stock, or should the performance objectives not be attained
with respect to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further
stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the Participant the cash consideration paid for the surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to the surrendered shares. 


    5.  The
Plan Administrator may waive the surrender and cancellation of one or more unvested shares of Common Stock (or other assets attributable thereto) which would
otherwise occur upon the cessation of the Participant's Service or the non-attainment of the performance objectives applicable to those shares. Such waiver shall result in the immediate
vesting of the Participant's interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant's cessation of
Service or the attainment or non-attainment of the applicable performance objectives. 


    6.  Outstanding
share right awards shall automatically terminate, and no shares of Common Stock shall actually be issued in satisfaction of those awards, if the
performance goals or Service requirements established for such awards are not attained. The Plan Administrator, however, shall have the authority to issue shares of Common Stock in satisfaction of one
or more outstanding share right awards as to which the designated performance goals or Service requirements are not attained. 




	II.
	 CHANGE IN CONTROL/HOSTILE TAKE-OVER



    A.  All
of the Corporation's outstanding repurchase rights shall terminate automatically, and all the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Change in Control, except to the extent (i) those repurchase rights are assigned to the successor corporation (or parent thereof) or otherwise
continue in full force and effect pursuant to the terms of the Change in Control or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time
the repurchase right is issued. 


    B.  The
Plan Administrator may at any time provide for the automatic termination of one or more of those outstanding repurchase rights and the immediate vesting of the
shares of Common Stock subject to those terminated rights upon (i) a Change in Control or Hostile Take-Over or (ii) an Involuntary Termination of the Participant's Service
within a designated period (not to exceed eighteen (18) months) following the effective date of any Change in Control or Hostile 








Take-Over in which those repurchase rights are assigned to the successor corporation (or parent thereof) or otherwise continue in full force and effect. 



	III.
	 SHARE ESCROW/LEGENDS



    Unvested
shares may, in the Plan Administrator's discretion, be held in escrow by the Corporation until the Participant's interest in such shares vests or may be issued directly to
the Participant with restrictive legends on the certificates evidencing those unvested shares. 


 
 

ARTICLE FOUR
  AUTOMATIC OPTION GRANT PROGRAM    
  


	I.
	 OPTION TERMS



    A.  Grant Dates.  Options shall be made on the dates specified below: 



    1.  Each
individual who is first elected or appointed as a non-employee Board member at any time after the Underwriting Date shall automatically be granted,
on the date of such initial election or appointment, a Non-Statutory Option to purchase 20,000 shares of Common Stock, provided that individual (i) has not previously been in the
employ of the Corporation or any Parent or Subsidiary and (ii) did not own, directly or indirectly, more than 50,000 shares of Common Stock immediately prior to the Underwriting Date. 



    2.  On
the date of each Annual Stockholders Meeting held after the Underwriting Date, each individual who is to continue to serve as a non-employee Board
member, whether or not that individual is standing for re-election to the Board, shall automatically be granted a Non-Statutory Option to purchase 5,000 shares of Common Stock,
provided such individual (i) has served as a non-employee Board member for at least six (6) months and (ii) did not own, directly or indirectly, more than 50,000
shares of Common Stock immediately prior to the Underwriting Date. 




    B.  Exercise Price.



    1.  The
exercise price per share shall be equal to one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date. 


    2.  The
exercise price shall be payable in one or more of the alternative forms authorized under the Discretionary Option Grant Program. Except to the extent the sale
and remittance procedure specified thereunder is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date. 




    C.  Option Term.  Each option shall have a term of ten (10) years measured from the option grant
date. 


    D.  Exercise of Options.  Each option shall be immediately exercisable for any or all of the option
shares as fully vested shares. 


    E.  Cessation of Board Service.  The following provisions shall govern the exercise of any options
outstanding at the time of the Optionee's cessation of Board service: 



    (i)  Any
option outstanding at the time of the Optionee's cessation of Board service for any reason shall remain exercisable for a twelve (12)-month period following
the date of such cessation of Board service, but in no event shall such option be exercisable after the expiration of the option term. 


    (ii) Any
option exercisable in whole or in part by the Optionee at the time of death may be subsequently exercised by his or her Beneficiary. 



    (iii) Upon
the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be
outstanding for any vested shares for which the option has not been exercised. 











	II.
	 CHANGE IN CONTROL/HOSTILE TAKE-OVER



    A.  In
the event of any Change in Control each option shall terminate, except to the extent assumed by the successor corporation (or parent thereof) or otherwise
continued in full force and effect pursuant to the terms of the Change in Control. Following a Hostile Take-Over, each option shall remain exercisable until the expiration or sooner
termination of the option term. 


    B.  Upon
the occurrence of a Hostile Take-Over, the Optionee shall have a thirty (30)-day period in which to surrender to the Corporation each
of his or her outstanding options. The Optionee shall in return be entitled to a cash distribution from the Corporation in an amount equal to the excess of (i) the Option Surrender Value of the
shares of Common Stock at the time subject to each surrendered option over (ii) the aggregate exercise price payable for such shares. Such cash distribution shall be paid within five
(5) days following the surrender of the option to the Corporation. 


    C.  Each
option which is assumed in connection with a Change in Control shall be appropriately adjusted to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control. Appropriate adjustments shall also be made to the
exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such securities shall remain the same. 



	III.
	 REMAINING TERMS



    The
remaining terms of each option granted under the Automatic Option Grant Program shall be the same as the terms in effect for options made under the Discretionary Option Grant
Program. 


 
 

ARTICLE FIVE
  MISCELLANEOUS    
  


	I.
	 NO IMPAIRMENT OF AUTHORITY



    Outstanding
awards shall in no way affect the right of the 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. 


	II.
	 FIRST REFUSAL RIGHT



    Until
the Section 12(g) Registration Date, the Corporation shall have the right of first refusal with respect to any proposed disposition by the Optionee or the Participant (or
any successor in interest) of any shares of Common Stock issued under the Plan. Such right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and
set forth in the document evidencing such right. 


	III.
	 FINANCING



    The
Plan Administrator may permit any Optionee or Participant to pay the option exercise price under the Discretionary Option Grant Program or the purchase price of shares issued
under the Stock Issuance Program by delivering a full-recourse, interest bearing promissory note payable in one or more installments. The terms of any such promissory note (including the
interest rate and the terms of repayment) shall be established by the Plan Administrator in its sole discretion. In no event may the maximum credit available to the Optionee or Participant exceed the
sum of (i) the aggregate option exercise price or purchase price payable for the purchased shares plus (ii) any Federal, state and local income and employment tax liability incurred by
the Optionee or the Participant in connection with the option exercise or share purchase. 


	IV.
	 TAX WITHHOLDING






    A.  The
Corporation's obligation to deliver shares of Common Stock upon the exercise of options or the issuance or vesting of such shares under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income and employment tax withholding requirements. 


    B.  The
Plan Administrator may, in its discretion, provide any or all holders of Non-Statutory Options or unvested shares of Common Stock under the Plan
with the right to use shares of Common Stock in satisfaction of all or part of the Withholding Taxes incurred by such holders in connection with the exercise of their options or the vesting of their
shares. Such right may be provided to any such holder in either or both of the following formats: 




    Stock Withholding:  The election to have the Corporation withhold, from the shares of Common Stock otherwise issuable
upon the exercise of such Non-Statutory Option or the vesting of such shares, a
portion of those shares with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by the holder. 



    Stock Delivery:  The election to deliver to the Corporation, at the time the Non-Statutory Option is
exercised or the shares vest, one or more shares of Common Stock previously acquired by such holder (other than in connection with the option exercise or share vesting triggering the Withholding
Taxes) with an aggregate Fair Market Value equal to the percentage of the Taxes (not to exceed one hundred percent (100%)) designated by the holder. 


	V.
	 EFFECTIVE DATE AND TERM OF THE PLAN



    A.  The
Plan became effective with respect to the Discretionary Option Grant and Stock Issuance Programs immediately upon the Plan Effective Date. The Automatic Option
Grant Program shall become effective on the Underwriting Date. Options may be granted under the Discretionary Option Grant at any time on or after the Plan Effective Date. However, no options granted
under the Plan may be exercised, and no shares shall be issued under the Plan, until the Plan is approved by the Corporation's stockholders. If such stockholder approval is not obtained within twelve
(12) months after the Plan Effective Date, then all options previously granted under this Plan shall terminate and cease to be outstanding, and no further options shall be granted and no shares
shall be issued under the Plan. 


    B.  The
Plan was amended on July 12, 1999 to provide that maximum number of shares available for issuance under the Plan and all options granted prior to
adoption of the Plan shall not exceed 700,000 shares. 


    C.  The
Plan shall terminate upon the earliest of (i) May 2, 2009, (ii) the date on which all shares available for issuance under the Plan shall
have been issued as fully-vested shares or (iii) the termination of all outstanding options in connection with a Change in Control. Upon such plan termination, all outstanding options and
unvested stock issuances shall thereafter continue to have force and effect in accordance with the provisions of the documents evidencing such grants or issuances. 



	VI.
	 AMENDMENT OF THE PLAN



    A.  The
Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall
adversely affect the rights and obligations with respect to stock options or unvested stock issuances at the time outstanding under the Plan unless the Optionee or the Participant consents to such
amendment or modification. In addition, certain amendments may require stockholder approval pursuant to applicable laws or regulations. 


    B.  Options
to purchase shares of Common Stock may be granted under the Discretionary Option Grant Program and shares of Common Stock may be issued under the Stock
Issuance Program that are in each instance in excess of the number of shares then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held
in escrow until there is obtained stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock available for issuance under the Plan. If such stockholder 








approval is not obtained within twelve (12) months after the date the first such excess issuances are made, then (i) any unexercised options granted on the basis of such excess shares
shall terminate and cease to be outstanding and (ii) the Corporation shall promptly refund to the Optionees and the Participants the exercise or purchase price paid for any excess shares issued
under the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall thereupon be automatically
cancelled and cease to be outstanding. 



	VII.
	 USE OF PROCEEDS




    Any
cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes. 


VIII.  REGULATORY APPROVALS  



    A.  The
implementation of the Plan, the granting of any stock option under the Plan and the issuance of any shares of Common Stock (i) upon the exercise of any
granted option or (ii) under the Stock Issuance Program shall be subject to the Corporation's procurement of all approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the stock options granted under it and the shares of Common Stock issued pursuant to it. 


    B.  No
shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable
requirements of Federal and state securities laws, including the filing and effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the
Plan, and all applicable listing requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which Common Stock is then listed for trading. 



	IX.
	 NO EMPLOYMENT/SERVICE RIGHTS




    Nothing
in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to
terminate such person's Service at any time for any reason, with or without cause. 





 
 

APPENDIX    
  


    The following definitions shall be in effect under the Plan: 



    A.  Automatic Option Grant Program shall mean the automatic option grant program in effect under the Plan. 


    B.  Beneficiary shall mean, in the event the Plan Administrator implements a beneficiary designation procedure, the
person designated by an Optionee or Participant, pursuant to such procedure, to succeed to such person's rights under any outstanding awards held by him or her at the time of death. In the absence of
such designation or procedure, the Beneficiary shall be the personal representative of the estate of the Optionee or Participant or the person or persons to whom the award is transferred by will or
the laws of descent and distribution. 


    C.  Board shall mean the Corporation's Board of Directors. 


    D.  Change in Control shall mean a change in ownership or control of the Corporation effected through any of the
following transactions: 



    (i)  a
merger, consolidation or reorganization approved by the Corporation's stockholders, unless securities representing more than fifty percent (50%) of the total
combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the Corporation's outstanding voting securities immediately prior to such transaction, 


    (ii) any
stockholder-approved transfer or other disposition of all or substantially all of the Corporation's assets, or 


    (iii) the
acquisition, directly or indirectly by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's outstanding securities pursuant to a tender or exchange offer made directly to the Corporation's stockholders which the Board
recommend such stockholders to accept. 




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


    F.  Common Stock shall mean the Corporation's common stock. 


    G.  Corporation shall mean Perficient Inc., a Delaware corporation, and its successors. 


    H.  Discretionary Option Grant Program shall mean the discretionary option grant program in effect under the Plan. 


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



    J.  Exercise Date shall mean the date on which the Corporation shall have received written notice of the option
exercise. 


    K.  Fair Market Value per share of Common Stock on any relevant date 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 such price is reported 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 on the 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 by the 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, then the Fair Market Value shall be the closing selling price on the last preceding date for which
such quotation exists. 


    (iii) For
purposes of any options made on the Underwriting Date, the Fair Market Value shall be deemed to be equal to the price per share at which the Common Stock is
to be sold in the initial public offering pursuant to the Underwriting Agreement. 


    (iv) For
purposes of any options made prior to the Underwriting Date, the Fair Market Value shall be determined by the Plan Administrator, after taking into account
such factors as it deems appropriate. 




    L.  Hostile Take-Over shall mean: 



    (i)  the
acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's outstanding securities pursuant to a tender or exchange offer made directly to the Corporation's stockholders which the Board does
not recommend such stockholders to accept, or 


    (ii) a
change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members
ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period
or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the
time the Board approved such election or nomination. 




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



    N.  Involuntary Termination shall mean the termination of the Service of any individual which occurs by reason of: 



    (i)  such
individual's involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or 


    (ii) such
individual's voluntary resignation following (A) a change in his or her position with the Corporation or Parent or Subsidiary employing the individual
which materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in his or her level of compensation (including base
salary, fringe benefits and target bonus under any performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual's place of employment
by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation without the individual's consent. 




    O.  Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant,
any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by such person, whether
by omission or commission, which adversely affects the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. This shall not limit the grounds for the dismissal or
discharge of any person in the Service of the Corporation (or any Parent or Subsidiary). 








    P.  1934 Act shall mean the Securities Exchange Act of 1934, as amended. 



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


    R.  Option Surrender Value shall mean the Fair Market Value per share of Common Stock on the date the option is
surrendered to the Corporation or, in the event of a Hostile Take-Over, effected through a tender offer, the highest reported price per share of Common Stock paid by the tender offeror in
effecting such Hostile Take-Over, if greater. However, if the surrendered option is an Incentive Option, the Option Surrender Value shall not exceed the Fair Market Value per share. 



    S.  Optionee shall mean any person to whom an option is granted under the Discretionary Option Grant or Automatic Option
Grant Program. 


    T.  Parent shall mean any corporation (other than the Corporation) 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 the total combined
voting power of all classes of stock in one of the other corporations in such chain. 



    U.  Participant shall mean any person who is issued shares of Common Stock under the Stock Issuance Program. 


    V.  Permanent Disability or Permanently Disabled shall mean the inability of the Optionee or the Participant to engage
in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or
more. However, solely for purposes of the Automatic Option Grant Program, Permanent Disability or Permanently Disabled shall mean the inability of the non-employee Board member to perform
his or her usual duties as a Board member by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months
or more. 


    W.  Plan shall mean the Corporation's 1999 Stock Incentive Plan, as set forth in this document. 


    X.  Plan Administrator shall mean the particular entity, whether the Primary Committee, the Board or the Secondary
Committee, which is authorized to administer the Discretionary Option Grant and Stock Issuance Programs with respect to one or more classes of eligible persons, to the extent such entity is carrying
out its administrative functions under those programs with respect to the persons under its jurisdiction. However, the Primary Committee shall have the plenary authority to make all factual
determinations and to construe and interpret any and all ambiguities under the Plan to the extent such authority is not otherwise expressly delegated to any other Plan Administrator. 


    Y.  Plan Effective Date shall mean May 3, 1999, the date on which the Plan was adopted by the Board. 


    Z.  Primary Committee shall mean the committee of two (2) or more non-employee Board members
appointed by the Board to administer the Discretionary Option Grant and Stock Issuance Programs with respect to Section 16 Insiders. 



    AA. Secondary Committee shall mean a committee of one (1) or more Board members appointed by the Board to
administer the Discretionary Option Grant and Stock Issuance Programs with respect to eligible persons other than Section 16 Insiders. 


    BB. Section 12 Registration Date shall mean the date on which the Common Stock is first registered under
Section 12(g) of the 1934 Act. 









    CC. Section 16 Insider shall mean an officer or director of the Corporation subject to the short-swing profit
liabilities of Section 16 of the 1934 Act. 


    DD. Service shall mean the performance of services for the Corporation (or any Parent or Subsidiary) by a person in the
capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance. 


    EE. Stock Exchange shall mean either the American Stock Exchange or the New York Stock Exchange. 


    FF. Stock Issuance Program shall mean the stock issuance program in effect under the Plan. 


    GG. 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 other corporations in such chain. 


    HH. 10% Stockholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary). 


    II.  Underwriting Agreement shall mean the agreement between the Corporation and the underwriter or underwriters
managing the initial public offering of the Common Stock. 


    JJ. Underwriting Date shall mean the date on which the Underwriting Agreement is executed and priced in connection with
an initial public offering of the Common Stock. 


    KK. Withholding Taxes shall mean the Federal, state and local income and employment withholding tax liabilities to which
the holder of Non-Statutory Options or unvested shares of Common Stock may become subject in connection with the exercise of those options or the vesting of those shares. 










QuickLinks


PERFICIENT INC. 1999 STOCK OPTION/STOCK ISSUANCE PLAN (Amended as of June 14, 2001)

ARTICLE ONE GENERAL PROVISIONS

ARTICLE TWO DISCRETIONARY OPTION GRANT PROGRAM

ARTICLE THREE STOCK ISSUANCE PROGRAM

ARTICLE FOUR AUTOMATIC OPTION GRANT PROGRAM

ARTICLE FIVE MISCELLANEOUS

APPENDIX