EXHIBIT 4.1
LOGILITY, INC.
1997 STOCK
PLAN
(Amended and Restated Effective
July 9, 2009)
(AS ADOPTED BY AMERICAN SOFTWARE,
INC.)
American Software, Inc., a Georgia
corporation (“ASI”), effective July 9, 2009
adopted the Logility, Inc. 1997 Stock Plan (the
“Plan”). The Plan previously was adopted and approved
by Logility, Inc., a Georgia corporation (“Logility”),
which now is a wholly-owned subsidiary of ASI, effective as of
August 7, 1997.
1. Purpose . The purpose of
the Plan is to attract and retain the best available talent and
encourage the highest level of performance by officers, employees,
directors, advisors and consultants, and to provide them with
incentives to put forth maximum efforts for the success of
ASI’s business in order to serve the best interests of ASI.
Stock Options granted under the Plan may be Incentive Stock Options
or Nonqualified Stock Options, as such terms are hereinafter
defined.
2. Definitions . The
following terms, when used in the Plan with initial capital
letters, will have the following meanings:
(a) “Act” means the
Securities Exchange Act of 1934 as in effect from time to
time.
(b) “Board” means the
Board of Directors of ASI.
(c) “Change in Control”
means the occurrence, prior to the expiration of a Stock Option, of
any of the following events:
(i) ASI is merged, consolidated or
reorganized into or with another corporation or other legal person,
and as a result of such merger, consolidation or reorganization
less than two-thirds of the combined voting power of the
then-outstanding securities entitled to vote generally in the
election of directors (“Voting Stock”) of such
corporation or person immediately after such transaction are held
in the aggregate by the holders of Voting Stock of ASI immediately
prior to such transaction;
(ii) ASI sells or otherwise
transfers all or substantially all of its assets to another
corporation or other legal person, and as a result of such sale or
transfer less than two-thirds of the combined voting power of the
then-outstanding Voting Stock of such corporation or person
immediately after such sale or transfer is held in the aggregate by
the holders of Voting Stock of ASI immediately prior to such sale
or transfer;
(iii) there is a report filed on
Schedule 13D or Schedule 14D-1 (or any successor schedule, form or
report), each as promulgated pursuant to the Act, disclosing that
any person (as the term “person” is used in
Section 13(d)(3) or Section 14(d)(2) of the Act) has
become the direct or indirect beneficial owner (as the term
“beneficial owner” is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Act) of
securities representing 50% or more of the combined voting power of
the then-outstanding Voting Stock of ASI;
(iv) ASI files a report or proxy
statement with the Securities and Exchange Commission pursuant to
the Act disclosing in response to Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) that a change
in control of ASI has occurred or will occur in the future pursuant
to any then-existing contract or transaction; or
(v) if, during any period of two
consecutive years, individuals who at the beginning of any such
period constitute the directors of ASI cease for any reason to
constitute at least a majority thereof; provided, however, that for
purposes of this clause (v) each director who is first
elected, or first nominated for election by ASI’s
stockholders, by a vote of at least two-thirds of the directors of
ASI (or a committee thereof) then still in office who were
directors of ASI at the beginning of any such period will be deemed
to have been a director of ASI at the beginning of such period; and
provided further that this clause (v) shall not commence
applicability until such time as at least five directors are
serving concurrently on the Board, but shall apply thereafter
regardless of the number of directors.
Notwithstanding the foregoing
provisions of clauses (iii) or (iv) above, unless
otherwise determined in a specific case by majority vote of the
Board, a “Change in Control” will not be deemed to have
occurred for purposes of clause (iii) or clause
(iv) above (A) solely because (1) ASI, (2) a
Subsidiary, or (3) any Company-sponsored employee stock
ownership plan or any other employee benefit plan of ASI or any
Subsidiary either files or becomes obligated to file a report or a
proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) under the Act disclosing beneficial
ownership by it of shares of Voting Stock of ASI, whether in excess
of 50% or otherwise, or because ASI reports that a change in
control of ASI has occurred or will occur in the future by reason
of such beneficial ownership or any increase or decrease thereof;
or (B) solely because of the distribution by American
Software, Inc., a Georgia corporation (“ASI”), of all
or any portion of its Voting Stock of ASI to the Shareholders of
ASI.
(d) “Code” means the
Internal Revenue Code of 1986, as in effect from time to
time.
(e) “Committee” shall
refer to either the Stock Option Committee or the Special Stock
Option Committee.
(f) “Common Stock” means
the Class A Common Shares of ASI, $0.10 par value per share,
or any security into which such shares may be changed by reason of
any transaction or event of the type described in
Section 10.
(g) “Date of Grant”
means the date specified by the Stock Option Committee or the
Special Stock Option Committee, as applicable, on which a grant of
Stock Options will become effective (which date will not be earlier
than the date on which such Committee takes action with respect
thereto).
(h) “Incentive Stock
Option” means a Stock Option granted in accordance with
Section 422 of the Code.
(i) “Market Value per
Share” means (i) for Stock Options granted prior to
ASI’s registration of the Common Stock under the Securities
Exchange Act of 1934 (“1934 Act Registration”),
the fair market value per share of the Common Stock on the Date of
Grant as determined by the Stock Option Committee or the Special
Stock Option Committee, as applicable, and (ii) with respect
to Stock Options granted after 1934 Act Registration, the average
of the high and low closing sale prices as reported on any national
securities exchange or automated quotation system on which the
Common Stock is listed on the Date of Grant if such date is a
trading day and, if such date is not a trading day, on the
immediately preceding date which is a trading day.
(j) &l
