AMENDED AND RESTATED CONVERA CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
Convera Corporation,
f/k/a Excalibur Technologies Corporation, a Delaware
corporation, adopted this Convera 1996 Employee Stock Purchase Plan
(the "Plan") as of the Effective Date, and is amending the Plan as
of the first Option Period beginning after the date of shareholder
approval of the Plan so amended. The purposes of this
Plan are as follows:
(1) To
assist employees of the Company in acquiring a stock ownership
interest in the Company pursuant to a plan that is intended to
qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended.
(2) To
help employees provide for their future security and to encourage
them to remain in the employment of the Company.
Whenever any of the
following terms is used in the Plan with the first letter or
letters capitalized, it shall have the following meaning unless the
context clearly indicates to the contrary (such definitions to be
equally applicable to both the singular and plural forms of the
terms defined):
|
|
"Code" means the Internal Revenue Code of
1986, as amended.
|
|
|
"Committee" means the committee appointed to
administer the Plan pursuant to paragraph 10.
|
|
|
"Company" means Convera Corporation, a
Delaware corporation.
|
|
|
Date of Exercise" means the date as of which
an Option is exercised and the Stock subject to that Option is
purchased. With respect to any Option, the Dates of
Exercise are the last day of each three-month period ending January
31, April 30, July 31 and October 31 in which Stock is traded in
the over-the-counter market during the Option Period in which that
Option was granted.
|
|
|
"Date of Grant" means the date as of which an
Option is granted, as set forth in paragraph 3(a).
|
|
|
"Effective Date" means August 1, 1996.
|
|
|
"Eligible Compensation" means total cash
compensation received from the Company as regular compensation
during an Option Period. By way of illustration, and not
by way of limitation, Eligible Compensation includes regular
compensation such as salary, wages, overtime, bonuses, commissions,
and incentive compensation, but excludes relocation expense
reimbursements, other reimbursements and income realized as a
result of participation in any stock option, stock purchase, or
similar plan of the Company.
|
|
|
"Eligible Employee" means any employee of the
Company (or any subsidiary designated by the board of directors of
the Company) (i) is a full time employee or a part-time employee
whose customary employment is more than twelve hours per week and
(ii) who does not, immediately after the Option is granted, own
(within the meaning of Code Sections 423(b)(3) and 424(d)) stock
possessing five percent or more of the total combined voting power
or value of all classes of stock of the Company.
|
|
|
"Option" means an option granted under the
Plan to an Eligible Employee to purchase shares of Stock.
|
|
|
"Option Period" means with respect to any
Option the period beginning upon the Date of Grant and ending on
the July 31 or January 31 immediately following the Date of Grant,
whichever is earlier, or ending on such other date as the Committee
shall determine. No Option Period may exceed 5 years
from the Date of Grant.
|
|
|
"Option Price" with respect to any Option has
the meaning set forth in paragraph 4(b).
|
|
|
"Participant" means an Eligible Employee who
has complied with the provisions of paragraph 3(b).
|
|
|
"Periodic Deposit Account" means the account
established and maintained by the Company to which shall be
credited pursuant to paragraph 3(c) amounts received from
Participants for the purchase of Stock under the Plan.
|
|
|
"Plan" means this Amended and Restated Convera
Corporation 1996 Employee Stock Purchase Plan.
|
|
|
"Plan Year" means the fiscal year of the
Company which begins on February 1.
|
|
|
"Stock" means shares of common stock, par
value $.01 per share, of the Company.
|
|
|
"Stock Purchase Account" means the account
established and maintained by the Company for each Participant at a
securities brokerage firm designated by the Company to which Stock
purchased upon exercise of an Option under the Plan shall be
credited pursuant to paragraph 4(c).
|
|
|
“Subsidiary” means any corporation
other than the Company in an unbroken chain of corporations
beginning with the Company if at the time of the granting of the
Option each of the corporations other than the last corporation, in
the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
|
Subject to the
provisions of paragraph 8 (relating to adjustment upon changes in
the Stock) the Stock which may be sold pursuant to
Options granted under the Plan shall not exceed in the aggregate
1,250,000 shares, and may be newly issued shares or treasury shares
or shares bought in the market or otherwise for purposes of the
Plan.
The Company will
grant Options to all Eligible Employees on February 1 and/or August
1 of each Plan Year or on such other date as the Committee shall
designate. The term of each Option shall end on the last
day of the Option Period with respect to which the Option is
granted. With respect to each Option Period each
Eligible Employee shall be granted an Option on the Date of Grant
for the number of shares of Stock determined by dividing (i)
$25,000 multiplied by the number of (whole or part) calendar years
in the Option Period by (ii) the fair market value of a share of
Stock on the Date of Grant for as many full
and fractional shares of Stock as the
Eligible Employee may purchase with up to 10% of the
Compensation he or she receives during the Option Period (or during
any portion of the Option Period as the Eligible Employee may elect
to participate).
Each Eligible
Employee who elects to participate in the Plan shall communicate to
the Company in accordance with procedures established by
the Committee an election to participate in the Plan
whereby the Eligible Employee designates a stated whole percentage
equaling at least 1% but no more than 10% of his or her Eligible
Compensation during the Option Period to be deposited periodically
in his or her Periodic Deposit Account under paragraph
3(c). The cumulative amount deposited in the Periodic
Deposit Account during a Plan Year with respect to any Eligible
Employee may not exceed the limitation stated in paragraph
3(d). A Participant's election to participate in the
Plan shall continue in effect during the current and subsequent
Option Periods until changed pursuant to paragraph 3(c).
|
|
Periodic Deposit Accounts
|
The Company shall
maintain a Periodic Deposit Account for each Participant and shall
credit to that account in U.S. dollars all amounts received under
the Plan from the Participant. No interest will be paid
to any Participant or credited to his or her Periodic
Deposit Account under the Plan with respect to such
funds. All amounts credited to a Participant's Periodic
Deposit Account shall be used to purchase Stock
under paragraph 4(c) and no portion of a Participant's
Periodic Deposit Account shall be refunded to him or her, subject
to paragraph 5.
Credits to an
Eligible Employee's Periodic Deposit Account shall be made by
payroll deduction or by other alternate payment arrangements in
accordance with rules and procedures established by the
Committee. An Eligible Employee may increase, decrease
or eliminate the periodic credits to his or her Periodic
Deposit Account for future periods by filing a new
election amount at any time during an Option Period. The
change shall become effective in accordance with the Committee's
rules and procedures as soon as practicable after the Company
receives the election but the change will not affect the amounts
deposited with respect to Eligible Compensation sooner than the
Eligible Compensation payable with res
