EXHIBIT 4.2
LOGILITY, INC.
2007 STOCK
PLAN
(Amended and Restated Effective
July 9, 2009)
(AS ADOPTED BY AMERICAN SOFTWARE,
INC.)
INTRODUCTION
The purpose of the Logility, Inc.
2007 Stock Plan (the “Plan”) is to further the growth
and development of American Software, Inc., a Georgia corporation
(“ASI”), by affording an opportunity for stock
ownership to selected Employees of ASI, former members of the Board
of Logility, Inc., a Georgia corporation and now a wholly-owned
subsidiary of ASI, consultants and advisors. The Plan is intended
to attract and retain the best available talent and encourage the
highest level of performance by executive officers, key 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.
Options granted under the Plan may be Incentive Stock Options or
Nonqualified Stock Options, as such terms are hereinafter
defined.
ARTICLE 1. DEFINITIONS
When used in this Plan, the
following capitalized terms shall have the meanings set forth below
unless a different meaning is plainly required by the
context:
1.1 Act. Act means the
Securities Exchange Act of 1934 as in effect from time to
time.
1.2 Board. Board means the
Board of Directors of Logility, Inc.
1.3 Cause . Cause means
“cause,” as defined in the Participant
’
s employment agreement, if
applicable. If the Participant has not entered into an employment
agreement with ASI or a Subsidiary that includes a definition of
“cause”, then Cause shall mean a termination on account
of dishonesty, fraud, misconduct, unauthorized use or disclosure of
confidential information or trade secrets, a conviction or
confession of a crime punishable by law (except minor violations),
or a material breach of any agreement with ASI or a Subsidiary, in
each such case as determined by the applicable Committee, and its
determination shall be conclusive and binding. Such actions
constituting “Cause” shall include, without limitation,
a violation of ASI’s Code of Business Conduct and Ethics. A
Participant who agrees to resign from his or her affiliation with
ASI or a Subsidiary in lieu of being terminated for Cause shall be
deemed to have been terminated for Cause for purposes of the
Plan.
1.4 Change in Control Event .
Change in Control Event means the occurrence, prior to the
expiration of a Stock Option, of any of the following
events:
(a) 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;
(b) 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;
(c) 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), other
than American Software, Inc., 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;
(d) 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
(e) 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 (e) 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 (e) 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 (c) or (d) 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 (c) or clause (d) above solely
because (1) ASI or (2) 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.
1.5 Code . Code means the
Internal Revenue Code of 1986, as amended from time to
time.
1.6 Committee . Committee
shall mean the Stock Option Committee with respect to Options held
by persons other than Executive Officers, and the Special Stock
Option Committee with respect to Options held by Executive
Officers.
1.7 Common Stock or Stock .
Common Stock or Stock means ASI’s Class A Common Shares
of $0.10 par value per share, any share or shares of ASI’s
capital stock hereafter issued or issuable in substitution for such
shares.
1.8 Continuous Service .
Continuous Service means the period of service for ASI or a
Subsidiary that is not interrupted (other than pursuant to
ASI’s or the Subsidiary’s paid time off policy or as
required by law) or terminated. The Participant’s Continuous
Service shall not be deemed to have terminated merely because of a
change in the affiliated entity for which the Participant renders
such service, provided that there is otherwise no interruption or
termination of the Participant’s Continuous Service. The
applicable Committee, in its sole discretion, may determine whether
Continuous Service shall be considered interrupted in the case of
any leave of absence approved by ASI, other than a leave pursuant
to ASI ’ s paid time off policy or as required by
law.
1.9 Disability . Disability
is determined by the administrator of any long term disability plan
which covers the Participant that is maintained by ASI or any
business that controls or is under common control with ASI within
the meaning of Code Sections 414(b) and (c). If no such long-term
disability plan covers the Participant, “Disability”
shall mean the date on which ASI makes a final determination that
the Participant is suffering from a physical or mental impairment
which ASI determines renders the Participant physically or mentally
unable to continue to fulfill his or her duties as an active
Employee at his or her assigned level of responsibility or
competence, and which thereafter prevents him or her from being
able to resume such duties or their equivalent.
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1.10 Effective Date .
Effective Date means the effective date of the Plan as specified in
Article 2.
1.11 Employee . Employee
means a common law employee of ASI or a Subsidiary and any person
who has accepted a binding offer of employment from ASI or a
Subsidiary.
1.12 Executive Officer .
Executive Officer means an “executive officer” of ASI
as defined in Rule 3b-7 under the Act.
1.13 Exercise Price .
Exercise Price with respect to an Option means the purchase price
per share specified in the Option Agreement for such
Option.
1.14 Fair Market Value . Fair
Market Value means the value of the Common Stock, determined by the
NASDAQ Market’s closing price for the Common Stock reflected
in The Wall Street Journal or another publication selected by the
Board. If on the relevant date for determining Fair Market Value
the NASDAQ Global Select Market is not in session or there is no
closing price for the Common Stock, for any reason, then the Fair
Market Value shall be determined as of the next preceding date for
which a closing price is available. If the Common Stock is not
traded on the NASDAQ Global Select Market on the relevant date for
determining Fair Market Value, or if deemed appropriate by the
Board for any other reason, the Fair Market Value of the Common
Stock shall be as determined by the Board in such other manner as
it may deem appropriate.
1.15 Incentive Stock Option .
Incentive Stock Option means any Option granted to an eligible
Employee under the Plan which the Committee intends at the time the
Option is granted to be an Incentive Stock Option within the
meaning of Code Section 422.
1.16 Nonqualified Stock
Option . Nonqualified Stock Option means any Option granted to
an eligible Employee under the Plan to purchase stock that is not
an Incentive Stock Option.
1.17 Option . Option means
and refers collectively to Incentive Stock Options and Nonqualified
Stock Options.
1.18 Option Agreement .
Option Agreement means the agreement specified in
Section 6.3.
1.19 Participant .
Participant means any Employee, member of the Board or consultant
or advisor to ASI or a Subsidiary who is granted an Option under
the Plan. Participant also means the personal representative of a
Participant and any other person who acquires the right to exercise
or receive payment pursuant to and Option by bequest or
inheritance.
1.20 Repriced . Repriced
means any amendment or adjustment of the Exercise Price of an
Option through amendment, cancellation, replacement Options or any
other means. Repriced shall also include any other action
considered a repricing under requirements of the NASDAQ
Market.
1.21 Special Stock Option
Committee . Special Stock Option Committee means a committee
appointed by the Board in accordance with the requirements of
Section 3.1.
1.22 Stock Option Committee .
Stock Option Committee means the Stock Option Committee appointed
by the Board in accordance with the provisions of Section 3.2.
Prior to the appointment of such a Committee, the Board shall be
deemed the Stock Option Committee.
1.23 Subsidiary . Subsidiary
means any business in which ASI has a “controlling
interest” as defined in Treas. Reg.
Section 1.414(c)-2(b)(2)(i), except that 50% ownership
interest is substituted where that regulation requires an 80%
interest.
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ARTICLE 2. EFFECTIVE DATE
The Effective Date of the Plan shall
be the date on which the Plan was adopted by the Board of Directors
of Logility, May 15, 2007.
ARTICLE 3. ADMINISTRATION
3.1 Special Stock Option
Committee. The Special Stock Option Committee shall be
appointed by the Board, shall consist of two or more non-Employee,
independent members of the Board, and in the judgment of the Board,
shall be qualified to administer the Plan as contemplated by
(i) Rule 16b-3 under the Act (or any successor rule)
including, without limitation, the possession of authority by the
Special Stock Option Committee to limit the time of exercise of
Options and the grant of Options to specified periods,
(ii) Section 162(m) of the Code, as amended, and the
regulations thereunder (or any successor Section and regulations)
and (iii) any rules and regulations of the NASDAQ Global
Select Market (or such other stock exchange on which the Stock is
traded). Members of the Special Stock Option Committee may not
possess an interest in any transaction for which disclosure is
required under Section 404(a) of Regulation S-K under the Act
or be engaged in a business relationship that must be disclosed
under Section 404(a) and must qualify as “outside
directors” as defined in Section 162(m) of the Code and
regulations thereunder. Any member of the Special Stock Option
Committee who does not satisfy the qualifications set out in the
preceding sentence may recuse himself or herself from any vote or
other action taken by the Special Stock Option Committee. The Board
may, at any time and in
