Exhibit 10.2
THE TRIZETTO GROUP,
INC.
QUALITY CARE SOLUTIONS,
INC.
STOCK OPTION PLAN
1.
Purposes of the Plan . In connection with The
TriZetto Group, Inc.’s (“TriZetto”) acquisition
of Quality Care Solutions, Inc., a Nevada corporation
(“QCSI” or the “Company”), on
January 11, 2007, TriZetto is adopting this Stock Option Plan
based on QCSI’s Stock Option Plan as amended and restated
through January 3, 2007. The purposes of the Plan are to
attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to
Employees and Consultants and to promote the success of the
business of QCSI. Options granted under the Plan may be Incentive
Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant. Stock Purchase Rights may also
be granted under the Plan.
2. Definitions . As used
herein, the following definitions shall apply:
a. “ Administrator
” means the Board of Directors of TriZetto or any Committees
thereof as shall be administering the Plan in accordance with
Section 4 hereof.
b. “ Applicable Laws
” means the requirements relating to the administration of
stock option plans under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and
the applicable laws of any other country or jurisdiction where
Options or Stock Purchase Rights are granted under the
Plan.
c. “ Board ”
means the Board of Directors of TriZetto.
d. “ Code ” means
the Internal Revenue Code of 1986, as amended.
e. “ Committee ”
means a committee of Directors appointed by the Board in accordance
with Section 4 hereof.
f. “ Common Stock
” means the Common Stock of TriZetto.
g. “ Company ”
means Quality Care Solution, Inc., a Nevada Corporation.
h. “ Consultant ”
means any person who is engaged by the Company or any Parent or
Subsidiary to render consulting or advisory services to such
entity.
i. “ Director ”
means a member of the Board of Directors of TriZetto.
j. “ Disability ”
means total and permanent disability as defined in Company policy
then in effect, provided , however , that in the case
of an Optionee who has entered into an Employment Agreement with
the Company, any definition of “Disability” in such
agreement shall govern and be incorporated herein by this
reference.
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k. “ Employee ”
means any person, including Officers, employed by the Company or
any Parent or Subsidiary of the Company. A Service Provider shall
not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. For purposes of Incentive Stock
Options, no such leave may exceed ninety days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract.
If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, on the 181st day of such leave
any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option. Neither service as a
Director nor payment of a director’s fee by the Company shall
be sufficient to constitute “employment” by the
Company.
l. “ Employment
Agreement ” shall mean an agreement between the Optionee
and the Company which is valid and in force on the date of any
action or determination required hereunder.
m. “ Exchange Act
” means the Securities Exchange Act of 1934, as
amended.
n. “ Fair Market Value
” means, as of any date (the “Determination
Date”): (i) the closing price of a Share on the New York
Stock Exchange or the American Stock Exchange (collectively, the
“Exchange”), on the Determination Date, or, if shares
were not traded on the Determination Date, then on the nearest
preceding trading day during which a sale occurred; or (ii) if
such stock is not traded on the Exchange but is quoted on NASDAQ or
a successor quotation system, (A) the last sales price (if the
stock is then listed as a National Market Issue under The Nasdaq
National Market System) or (B) the mean between the closing
representative bid and asked prices (in all other cases) for the
stock on the Determination Date as reported by NASDAQ or such
successor quotation system; or (iii) if such stock is not
traded on the Exchange or quoted on NASDAQ but is otherwise traded
in the over-the-counter, the mean between the representative bid
and asked prices on the Determination Date; or (iv) if
subsections (i)-(iii) do not apply, the fair market value
established in good faith by the Board.
o. “ Incentive Stock
Option ” means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of
the Code.
p. “ Nonstatutory Stock
Option ” means an Option not intended to qualify as an
Incentive Stock Option.
q. “ Officer ”
means a person who is an officer of the Company within the meaning
of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
r. “ Option ”
means a stock option granted pursuant to the Plan.
s. “ Option Agreement
” means a written or electronic agreement between TriZetto
and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the
terms and conditions of the Plan.
t. “ Option Exchange
Program ” means a program whereby outstanding Options are
exchanged for Options with a lower exercise price.
u. “
Optioned Stock ” means the Common Stock subject
to an Option or a Stock Purchase Right.
v. “ Optionee ”
means the holder of an outstanding Option or Stock Purchase Right
granted under the Plan.
w. “ Parent ”
means a “parent corporation,” whether now or hereafter
existing, as defined in Section 424(e) of the Code.
x. “ Plan ” means
this QCSI Stock Option Plan.
y. “ Restricted Stock
” means shares of Common Stock acquired pursuant to a grant
of a Stock Purchase Right under Section 11 below.
z. “ Section 16(b)
” means Section 16(b) of the Securities Exchange Act of
1934, as amended.
aa. “ Service Provider
” means an Employee or Consultant.
bb. “ Share ”
means a share of the Common Stock, as adjusted in accordance with
Section 12 below.
cc. “ Stock Purchase
Right ” means a right to purchase Common Stock pursuant
to Section 11 below.
dd. “ Subsidiary
” means a “subsidiary corporation,” whether now
or hereafter existing, as defined in Section 424(f) of the
Code.
3.
Stock Subject to the Plan . Subject to
the provisions of Section 12 of the Plan, the maximum
aggregate number of Shares which may be subject to option and sold
under the Plan is 375,446 Shares. The Shares may be authorized but
unissued, or reacquired Common Stock.
If an Option or Stock Purchase Right
granted pursuant to the Plan expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant
to an Option Exchange Program, the unpurchased Shares which were
subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated). However, Shares
that have actually been issued under the Plan, upon exercise of
either an Option or Stock Purchase Right, shall not be returned to
the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are
repurchased by the Company at their original purchase price, such
Shares shall become available for future grant under the
Plan.
4.
Administration of the Plan .
a. Administrator . The Plan
shall be administered by the Board, or any Committee thereof, which
shall be the Administrator. The initial Administrator of the Plan
shall be the Compensation Committee of the Board of
Directors.
b.
Powers of the Administrator . Subject to the
provisions of the Plan, the Administrator shall have the authority,
in its discretion to:
(i) determine the Fair Market
Value;
(ii) select the Service Providers to
whom Options and Stock Purchase Rights may from time to time be
granted hereunder;
(iii) determine the number of Shares
to be covered by each such award granted hereunder;
(iv) approve forms of agreement for
use under the Plan;
(v) determine the terms and
conditions, of any Option or Stock Purchase Right granted
hereunder. Such terms and conditions include, but are not limited
to, the exercise price, the time or times when Options or Stock
Purchase Rights may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any
Option or Stock Purchase Right or the Common Stock relating
thereto, based in each case on such factors as the Administrator,
in its sole discretion, shall determine;
(vi) determine whether and under
what circumstances to make an offer that an Option may be settled
in cash under subsection 9(e) instead of Common
Stock;
(vii) reduce the exercise price of
any Option to the then current Fair Market Value if the Fair Market
Value of the Common Stock covered by such Option has declined since
the date the Option was granted;
(viii) initiate an Option Exchange
Program;
(ix) prescribe, amend and rescind
rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax
laws;
(x) allow Optionees to satisfy
withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of an Option or
Stock Purchase Right that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market
Value of the Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be determined. All
elections by Optionees to have Shares withheld for this purpose
shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and
(xi) construe and interpret the
terms of the Plan and awards granted pursuant to the
Plan.
c.
Effect of Administrator’s Decision . Subject
to any contrary provisions in any Stock Option Agreement or
Employment Agreement, all decisions, determinations and
interpretations of the Administrator shall be final and binding on
all Optionees.
5. Eligibility .
a. Nonstatutory Stock Options and
Stock Purchase Rights may be granted to Service Providers.
Incentive Stock Options may be granted only to
Employees.
b. Each Option shall be designated
in the Option Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option. However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of
the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar
year (under all plans of the Company and any Parent or Subsidiary)
exceeds $100,000, such Options shall be treated as Nonstatutory
Stock Options. For purposes of this Section 5(b), Incentive
Stock Options shall be taken into account in the order in which
they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is
granted.
c. Neither the Plan nor any Option
or Stock Purchase Right shall confer upon any Optionee any right
with respect to continuing the Optionee’s relationship as a
Service Provider with the Company, nor shall it interfere in any
way with his
