Exhibit 4.7
2000 DIGITAL FUSION, INC. STOCK
OPTION PLAN
1.
Purpose .
The purposes of the 2000 Digital
Fusion, Inc. Stock Option Plan (the “Plan”) are to
advance the interests of Digital Fusion, Inc. (“Digital
Fusion”) and its stockholders by providing incentives and
rewards to those individuals who are in a position to contribute to
the long-term growth and profitability of Digital Fusion and any
present or future subsidiaries and affiliates of Digital Fusion
(collectively, the “Company”); to assist the Company in
attracting, retaining and motivating highly qualified employees for
the successful conduct of their business; and to make the
Company’s compensation program competitive with those of
other similar employers.
2.
Definitions
.
2.1
“ Award ” means
an award or grant made to a Participant under the Plan.
2.2
“ Award Agreement
” means the agreement provided in connection with an Award
under the Plan.
2.3
“ Award Date ”
means the date that an Award is made, as specified in the Award
Agreement.
2.4
“ Board ” means
the Board of Directors of Digital Fusion.
2.5
A “ Change in Control
” shall be deemed to occur in the event that any of the
following circumstances have occurred:
(i)
Any “person” or
“group” within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act (a) becomes the
“beneficial owner”, as defined in Rule 13d-3 under
the Exchange Act, of 50% or more of the combined voting power of
Digital Fusion’s then outstanding securities, otherwise than
through a transaction or series of related transactions arranged
by, or consummated with the prior approval of, the Board of
Directors of Digital Fusion (hereinafter referred to as the
“Board”) or (b) acquires by proxy or otherwise the
right to vote 50% or more of the then outstanding voting securities
of Digital Fusion, otherwise than through an arrangement or
arrangements consummated with the prior approval of the Board for
the election of directors, for any merger or consolidation of
Digital Fusion or for any other matter or question.
(ii)
During any period of 24 consecutive
months (not including any period prior to the adoption of this
section), Present Directors and/or New Directors cease for any
reason to constitute a majority of the Board. For purposes of the
preceding sentence, “Present Directors” shall mean
individuals who at the beginning of such consecutive 24 month
period were members of the Board and “New Directors”
shall mean any director whose election by the Board or whose
nomination for election by Digital Fusion’s stockholders was
approved by a vote of at least two-thirds of the directors then
still in office who were Present Directors or New
Directors.
(iii) Consummation of
(a) any consolidation or merger of Digital Fusion in which
Digital Fusion is not the continuing or surviving corporation or
pursuant to which shares of Stock would be converted into cash,
securities or other property, other than a merger of Digital Fusion
in which the holders of Stock immediately prior to the merger have
the same proportion and ownership of common stock of the surviving
corporation immediately after the merger or (b) any sale,
lease, exchange or other transfer (in one transaction or a series
of related transactions) of all, or substantially all, of the
assets of Digital Fusion; provide, that , the divestiture of
less than substantially all of the assets of Digital Fusion in one
transaction or a series of related transactions, whether effected
by sale, lease, exchange, spin-off, sale of the stock or merger of
a subsidiary or otherwise, shall not constitute a Change in
Control.
For purposes of this
Section 2.5, the rules of Section 318(a) of the
Code and the regulations issued thereunder shall be used to
determine stock ownership.
2.6
“ Code ” means
the Internal Revenue Code of 1986, as now or hereafter
amended.
2.7
“ Committee ”
means the members of the Board appointed by the Board to administer
the Plan pursuant to Section 4, or if no such Committee is
appointed, the full Board.
2.8
“ Disability ”
means a Participant’s inability to engage in any substantial
gainful activity because of any medically determinable physical or
mental impairment which can be expected to result in death or which
has lasted, or can be expected to last, for a continuous period of
12 months or longer. A Participant shall not be considered to be
disabled hereunder unless the Participant furnishes proof of the
existence thereof in such form and manner, and at such times, as
the Committee may require.
2.9
“ Employee ”
means all employees of the Company, including officers of the
Company, as well as officers of the Company who are also directors
of the Company.
2.10
“ Exchange Act ”
shall mean the Securities Exchange Act of 1934, as
amended.
3
2.11
“ Fair Market Value
” for purposes of the Plan, unless otherwise required by any
applicable provision of the Code or any regulation issued
thereunder, means, as of any date, the mean of the high and low
prices reported per share of Stock on the applicable date
(i) as reported by the principal national securities exchange
in the United States on which the Stock then traded or (ii) if
not traded on any such national securities exchange, as quoted on
the Nasdaq National Market or the Nasdaq SmallCap Market
(collectively, the “Nasdaq Markets”) (or, if the Stock
has not been reported or quoted on such date, on the first day
prior thereto on which the Stock was reported or traded). If the
Stock is not readily tradable on a national securities exchange or
a Nasdaq Market, its Fair Market Value shall be set in good faith
by the Committee.
2.12
“ Incentive Stock
Option ” or “ ISO ” means any Stock
Option granted pursuant to this Plan which is designated in an
Award Agreement as such by the Committee and which complies with
Section 422 of the Code.
2.13
“ Non-Qualified Stock
Option ” means any Stock Option granted pursuant to this
Plan which is not an Incentive Stock Option.
2.14
“ Option Price ”
means the purchase price of one share of Stock under a Stock
Option.
2.15
“ Settlement Date
” means, with respect to any Stock Option that has been
exercised in whole or in part, the date or dates upon which shares
of Stock are to be delivered to the Participant and the Option
Price therefor paid.
2.16
“ Stock ” means
the Common Stock, par value $.01 per share, of Digital
Fusion.
2.17
“ Stock Option ”
or “ Option ” means an Award that entitles a
Participant to purchase a share of Stock.
3.
Participation
.
The participants in the Plan
(“Participants”) shall be (a) all Employees,
(b) directors of the Company and (c) such other persons
or entities which provide services to the Company which are
selected to participate in the Plan by the Committee.
4.
Administration
.
The Plan shall be administered by
the Committee. Except as otherwise provided herein, the Committee
shall have full power to: (i) interpret the Plan;
(ii) determine who is eligible to be a Participant in the
Plan; (iii) select Award recipients; (iv) set the terms
and conditions of Awards; (v) establish administrative
regulations to further the purpose of the Plan; and (vi) take
a
