DIAMOND
MANAGEMENT & TECHNOLOGY CONSULTANTS, INC.
2000 STOCK
OPTION PLAN
As Amended As of December 31, 2008
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. The Company intends that
Awards granted pursuant to the Plan be exempt from or comply with
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”),and the regulations thereunder
(collectively “Section 409A”), including any amendments
or replacements of such section, and the Plan shall be so
administered and construed.
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 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. When
granting a Stock Option or SAR, the Company will identify the
recipient and the number and class of shares that are subject to
the Stock Option or SAR before the beginning of the ten day
period.
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 s
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