EXHIBIT 10.8
MANATRON, INC.
EXECUTIVE STOCK PLAN OF 2000
This Stock Plan of 2000 (the
" Agreement ") is made as of June 1, 2000 (the " Grant
Date "), between MANATRON, INC., a Michigan corporation (the "
Company "), and Paul R. Sylvester, Early L. Stephens, James
W. Flake, and Robert D. Fry (together " Grantees " and
individually " Grantee "). This Agreement is implemented to
provide Grantees with a further incentive to contribute to the
long-term growth and success of the Company through stock
ownership.
Pursuant to the
recommendation and action of the Compensation Committee of the
Company's Board of Directors (the " Committee "), which
consists of at least two members of the Board all of whom are
"outside directors," as that term is defined in Section 162(m) of
the Internal Revenue Code of 1986, as amended (the " Code
"), the Company hereby grants a stock option and restricted stock
to each Grantee, and each Grantee accepts the stock option and
restricted stock, subject to the terms, conditions and provisions
contained in this Agreement.
1.
Stock Option .
a. Grant . The Company
grants to each Grantee an option (the " Option ") to
purchase the number of shares of the Company's common stock, no par
value (" Common Stock "), identified opposite Grantee's name
in Appendix A at $6.75 per share (the " Exercise Price "),
subject to the terms and conditions of this Agreement. The Option
is not an incentive stock option as defined in Section 422(b) of
the Code.
b. Vesting . Except as
provided below, Grantee's right to exercise the Grantee's Option
shall vest at a rate of ten percent (10%) of Grantee's Options per
year on each of the first through tenth anniversaries of the Grant
Date. Notwithstanding that general rule, one hundred percent (100%)
of Grantee's Options shall vest on the later of the (i) fifth
anniversary of the Grant Date or (ii) if the per share sales price
of shares of Common Stock on the Nasdaq SmallCap Market or the
Nasdaq Stock Market, as the case may be (or any successor quotation
system that is the primary quotation system for trading of Common
Stock) (" Nasdaq ") is equal to or greater than $20.00 on at
least 10 trading days on or before the fifth anniversary of the
Grant Date.
c. Payment by Grantee for
Option . Grantee may pay the Exercise Price for each share of
Common Stock underlying the Option purchased in cash or, if the
Committee consents, in shares of Common Stock (including Common
Stock to be received upon a simultaneous exercise).
d. Exercise of Option .
Grantee may exercise the Option by giving the Company written
notice of the exercise of the Option. The notice shall set forth
the number of shares to be purchased and shall be effective when
received by the corporate Secretary at the Company's main office,
accompanied by full payment of the Exercise
Price for each share
purchased. The Company will deliver to Grantee a certificate or
certificates for such shares out of previously authorized but
unissued shares of its Common Stock, as it may elect; provided,
however , that the time of delivery shall be postponed for such
period as may be required for the Company with reasonable diligence
to comply with any registration or exemption requirements under the
Securities Act of 1933, as amended, the Exchange Act of 1934, as
amended (the " Exchange Act ") and any requirements under
this Agreement or any other law, regulation or agreement applicable
to the issuance, listing or transfer of such shares. If Grantee
fails to accept delivery of and pay for all or any part of the
number of shares specified in the notice upon tender or delivery of
the shares, Grantee's right to exercise the Option with respect to
such undelivered shares shall terminate. In such event, Grantee's
remaining Options not yet exercised or terminated shall continue in
force.
e. Rights as a Shareholder
. Grantee shall have no rights as a shareholder with respect to any
shares covered by the Option until Grantee's exercise of the Option
and payment for such shares.
2.
Restricted Stock .
a. Grant . The Company
grants to each Grantee the number of shares of Common Stock
identified opposite Grantee's name in Appendix A, subject to the
terms and conditions of this Agreement (the " Restricted
Stock ").
b. Vesting . Except as
provided below, Grantee's right to receive the Restricted Stock
shall vest at a rate of ten percent (10%) of Grantee's shares of
Restricted Stock per year on each of the first through tenth
anniversaries of the Grant Date. Notwithstanding that general rule,
one hundred percent (100%) of Grantee's shares of Restricted Stock
shall vest on the later of the (i) fifth anniversary of the Grant
Date or (ii) if the per share sales price of shares of Common Stock
on the Nasdaq SmallCap Market or the Nasdaq Stock Market, as the
case may be (or any successor quotation system that is the primary
quotation system for trading of Common Stock) (" Nasdaq ")
is equal to or greater than $20.00 on at least 10 trading days on
or before the fifth anniversary of the Grant Date.
c.
Rights as a Shareholder .
Grantee will have all rights as a shareholder with respect to
Grantee's Restricted Stock, including (i) the right to vote the
Restricted Stock at shareholders' meetings, (ii) the right to
receive, without restriction, all cash dividends paid with respect
to the Restricted Stock, and (iii) the right to participate with
respect to the Restricted Stock in any stock dividend, stock split,
recapitalization or other adjustment in the capital stock of the
Company, or any merger, consolidation or other reorganization
involving an increase, decrease or adjustment in the capital stock
of the Company. Any shares or other security received as a result
of any stock dividend, stock split or reorganization will be
subject to the same terms, conditions and restrictions as those
relating to the Restricted Stock granted under this Agreement.
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3.
Conditions . Notwithstanding any other provision of
this Agreement, Grantee's right to exercise Grantee's Option and
receive Grantee's Restricted Stock is conditional upon (a) the
approval for quotation of the Common Stock to be received upon
exercise of the Option and the Restricted Stock on Nasdaq; and (b)
the approval of this Agreement by the Company's shareholders at the
Company's 2000 Annual Meeting of Shareholders or any
adjournment.
4.
Term . Upon vesting, each Grantee's right to receive
shares of Common Stock under this Agreement shall terminate on May
31, 2010, unless earlier terminated as set forth in this
Agreement.
5.
Termination of Employee Status.
a. Termination by Grantee
"With Cause" or by Company Without "Cause." If a Grantee
terminates his employment with the Company "With Cause" or if the
Company terminates a Grantee's employment with the Company "Without
Cause", that Grantee's unvested Options and Restricted Stock shall
vest immediately. Grantee may exercise the Option for a period of
one year after the date Grantee ceases to be an employee.
Termination "Without Cause" shall mean termination of Grantee by
the Company for any reason other than "Cause" (as defined below in
Paragraph 5(b)). "With Cause" shall mean:
(i)
Without Grantee's express written consent, the assignment to
Grantee of any duties inconsistent with Grantee's present position
or positions, duties, responsibilities and status with Employer or
a subsidiary, except in connection with Grantee's termination as
provided below in Sections 5(c), (d) or (e) or by Grantee other
than "With Cause";
(ii)
Without Grantee's express written consent, a reduction in
Grantee's Base Salary as in effect on the date of this Agreement or
as the same may be increased from time to time, by more than
fifteen percent (15%); or
(iii)
Without Grantee's ex
