Exhibit 10.7
DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC.
2000 STOCK OPTION PLAN
1. Purpose . The Diamond
Management & Technology Consultants, Inc. 2000 Stock Option
Plan (the “Plan”) is intended to promote the long-term
success of Diamond Management & Technology Consultants, Inc.
(the “Company”) and its stockholders by strengthening
the Company’s ability to attract and retain highly competent
executives and other selected employees, and to provide a means to
encourage stock ownership and proprietary interest in the
Company.
2. Term . The Plan shall
become effective upon the date (the “Effective Date”)
it is approved by the affirmative vote of the holders of a majority
of the securities of the Company present or represented, and
entitled to vote at a meeting of stockholders of the Company and
shall terminate at the close of business on the tenth anniversary
of the Effective Date unless terminated earlier under
Section 14. After termination of the Plan, no future awards
may be granted, but previously granted awards shall remain
outstanding in accordance with their applicable terms and
conditions and the terms and conditions of the Plan.
3. Plan Administration .
The Company’s Management Committee, as constituted from time
to time, or any other committee appointed by the Board (the
“Committee”), shall be responsible for administering
the Plan. Except as otherwise provided in the Plan, the Committee
shall have full and exclusive power to interpret the Plan and to
adopt such rules, regulations and guidelines for carrying out the
Plan as it may deem necessary or proper, and such power shall be
executed in the best interests of the Company and in keeping with
the objectives of the Plan. The interpretation and construction of
any provision of the Plan or any option or right granted hereunder
and all determinations by the Committee in each case shall be
final, binding and conclusive with respect to all interested
parties.
4. Eligibility . Any
employee of the Company shall be eligible to receive one or more
awards under the Plan. Directors of the Company who are not
employed by the Company will be considered “employees”
eligible to receive awards under the Plan, but only for purposes of
nonqualified stock options. Consultants of the Company qualifying
as “employees” within the meaning of Form S-8 under the
Securities Act of 1933, as amended (the “Securities
Act”), shall also be eligible to receive awards under the
Plan. “Company” includes any entity that is directly or
indirectly controlled by the Company or any entity in which the
Company has a significant equity interest, as determined by the
Committee.
5. Shares of Common Stock
Subject to the Plan . Subject to the provisions of
Section 6 of the Plan, the aggregate number of shares of
Common Stock, $0.001 par value, of the Company
(“Stock”) which may be transferred to participants
under the Plan shall be 8,500,000 shares. The aggregate number of
shares of Stock that may be granted in the
form of
incentive stock options (“ISO’s”) intended to
comply with Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”), shall be 8,500,000. Unless
otherwise determined by the Committee, the aggregate number of
shares of Stock that may be covered by awards granted to any single
individual under the Plan shall not exceed 50,000 shares per fiscal
year of the Company.
Shares subject to awards under the
Plan which expire, terminate, or are canceled prior to exercise or,
in the case of awards granted under Section 8.3, do not vest,
shall thereafter be available for the granting of other awards.
Shares which have been exchanged by a participant as full or
partial payment to the Company in connection with any award under
the Plan also shall thereafter be available for the granting of
other awards. In instances where a stock appreciation right
(“SAR”) or other award is settled in cash, the shares
covered by such award shall remain available for issuance under the
Plan. Likewise, the payment of cash dividends and dividend
equivalents paid in cash in conjunction with outstanding awards
shall not be counted against the shares available for
issuance.
Any shares of Stock issued under the
Plan may consist in whole or in part of authorized and unissued
shares or of treasury shares, and no fractional shares shall be
issued under the Plan. Cash may be paid in lieu of any fractional
shares in settlements of awards under the Plan.
6. Adjustments . In the
event of any stock dividend, stock split, combination or exchange
of shares, merger, consolidation, spin-off, recapitalization or
other distribution (other than normal cash dividends) of Company
assets to stockholders, or any other change affecting shares of
Stock or share price, such proportionate adjustments, if any, as
the Committee in its discretion may deem appropriate to reflect
such change shall be made with respect to (1) the aggregate
number of shares of Stock that may be issued under the Plan;
(2) each outstanding award made under the Plan; and
(3) the exercise price per share for any outstanding stock
options, SARs or similar awards under the Plan.
7. Fair Market Value .
“Fair Market Value,” for all purposes of the Plan,
shall mean the average of the closing price of a share of Stock on
the NASDAQ National Market System for the ten trading days
immediately preceding the date of grant.
8. Awards . Except as
otherwise provided in this Section 8, the Committee shall
determine the type or types of award(s) to be made to each
participant and the number of shares of Stock subject to each such
award, and any other terms, conditions and limitations applicable
to such award. Awards may be granted singly, in combination or in
tandem. Awards also may be made in combination or in tandem with,
in replacement of, as alternatives to or as the payment form for
grants or rights under any other compensation plan or individual
contract or agreement of the Company including those of any
acquired entity. The types of awards that may be granted under the
Plan are:
8.1 Stock Options . A stock
option is a right to purchase a specified number of shares of Stock
during a specified period. A stock option may be in the form of an
ISO which complies with Section 422 of the Code. The purchase
price per share for each stock option shall be not less than 100%
of Fair Market Value on the date of grant; except that the
Committee may set the purchase price per share for an
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