-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EIAvGuOW3bwBFllXHC3zsxH6wrQfsV4LDFEwLiI7jZXB9/z94Me43oUjcOBrt7Q1 J42HCcZ9eI6MmMe7EMuFKA== 0000898430-96-003282.txt : 19960724 0000898430-96-003282.hdr.sgml : 19960724 ACCESSION NUMBER: 0000898430-96-003282 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960723 EFFECTIVENESS DATE: 19960811 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALKER INTERACTIVE SYSTEMS INC CENTRAL INDEX KEY: 0000883983 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943151052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08629 FILM NUMBER: 96597775 BUSINESS ADDRESS: STREET 1: MARATHON PLZ THREE NORTH STREET 2: 303 SECOND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4144958811 MAIL ADDRESS: STREET 1: MARATHON PLAZA THREE NORTH STREET 2: 303 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 S-8 1 EMPLOYEE STOCK OPTION PLAN As filed with the Securities and Exchange Commission on July 23, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- WALKER INTERACTIVE SYSTEMS, INC. (Exact name of registrant as specified in its charter) ----------------------------- DELAWARE 95-2862954 (State of Incorporation) (I.R.S. Employer Identification No.) ----------------------------- Marathon Plaza Three North 303 Second Street San Francisco, CA 94107 (415) 957-1711 (Address and telephone number of principal executive offices) ----------------------------- 1993 Non-Employee Directors' Stock Option Plan, as Amended 1995 Non-Statutory Stock Option Plan for Non-Officer Employees, as Amended (Full title of the plans) Leonard Y. Liu President, Chief Executive Officer, Chairman of the Board Walker Interactive Systems, Inc. Marathon Plaza Three North 303 Second Street San Francisco, CA 94107 (415) 957-1711 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- Copies to: Alan C. Mendelson, Esq. Cooley Godward Castro Huddleson & Tatum 1 Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306-2155 (415) 843-5000 ---------------------------- CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED (1) OFFERING PRICE PER AGGREGATE REGISTRATION FEE REGISTERED SHARE (2) OFFERING PRICE - ----------------------------------------------------------------------------------------------------------------------------------- Stock 600,000 $10.25 $6,150,000 2,120.69 Options and Common Stock (par value $.001)
(1) This registration statement is intended to cover the offering of up to 500,000 and 100,000 shares of the Company's Common Stock pursuant to its 1995 Non-Statutory Stock Option Plan for Non-Officer Employees, as amended and 1993 Non-Employee Directors' Stock Option Plan, as amended, respectively. (2) Estimated solely for the purpose of calculating the amount of the registration fee. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on July 17, 1996, in accordance with Rule 457(c) under the Securities Act of 1933, as amended. Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 2 INCORPORATION OF THE CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 The contents of Registration Statements on Form S-8 Nos. 333-02942 and 33-64426, filed with the Securities and Exchange Commission on April 2, 1996 and June 14, 1993, respectively, are incorporated by reference into this Registration Statement. EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Independent auditors' consent 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5.1 to this Registration Statement 24 Power of Attorney is contained on the signature pages. 99.1 1993 Non-Employee Directors' Stock Option Plan, as amended 99.2 1995 Non-Statutory Stock Option Plan for Non-Officer Employees, as amended 3 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on July 22, 1996. WALKER INTERACTIVE SYSTEMS, INC. By: /s/ Leonard Y. Liu ---------------------- Leonard Y. Liu Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leonard Y. Liu and Bruce C. Pollock, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 4 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Leonard Y. Liu Chairman of the July 23, 1996 - ----------------------------- Board, President and Leonard Y. Liu Chief Executive Officer (Principal Executive Officer) /s/ Bruce C. Pollock Chief Financial July 23, 1996 - ----------------------------- Officer Bruce C. Pollock (Principal Financial Officer) /s/ Richard C. Alberding Director July 23, 1996 - ----------------------------- Richard C. Alberding /s/ Tania Amochaev Director July 23, 1996 - ----------------------------- Tania Amochaev /s/ William A. Hasler Director July 23, 1996 - ----------------------------- William A. Hasler /s/ David C. Hodgson Director July 23, 1996 - ----------------------------- David C. Hodgson /s/ David M. Saykally Director July 23, 1996 - ----------------------------- David M. Saykally /s/ David C. Wetmore Director July 23, 1996 - ----------------------------- David C. Wetmore 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Independent auditors' consent 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5.1 to this Registration Statement 99.1 1993 Non-Employee Directors' Stock Option Plan, as amended 99.2 1995 Non-Statutory Stock Option Plan for Non-Officer Employees, as amended 6 EX-5.1 2 OPINION OF COOLEY GODWARD ET AL EXHIBIT 5.1 ----------- July 23, 1996 Walker Interactive Systems, Inc. Marathon Plaza Three North 303 Second Street San Francisco, CA 94107 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Walker Interactive Systems, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 600,000 additional shares of the Company's Common Stock, $.001 par value, (the "Additional Shares") pursuant to its 1993 Non-Employee Directors' Plan, as amended, and 1995 Non-Statutory Stock Option Plan for Non-Officer Employees, as amended (the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, the Plans, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Additional Shares, when sold and issued in accordance with the Plans, the Registration Statement and Related Prospectus will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). 1 We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD CASTRO HUDDLESON & TATUM By: /s/ Andrea Vachss -------------------- Andrea Vachss 2 EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 ------------ Independent Auditors' Consent We consent to the incorporation by reference in this Registration Statement of Walker Interactive Systems, Inc. on Form S-8 of our reports dated January 26, 1996, appearing in and incorporated by reference in the Annual Report on Form 10-K of Walker Interactive Systems, Inc. for the year ended December 31, 1995. Dated: July 23, 1996 By: /s/ Deloitte & Touche LLP ------------- ------------------------- Deloitte & Touche LLP 1 EX-99.1 4 1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN EXHIBIT 99.1 ------------ WALKER INTERACTIVE SYSTEMS, INC. 1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN Adopted on January 28, 1993 Approved by the Stockholders on April 23, 1993 Amended on March 3, 1995 Approved by the Stockholders on May 25, 1995 Amended on March 12, 1996 Approved by the Stockholders on May 9, 1996 1. PURPOSE. ------- (a) The purpose of the 1993 Non-Employee Directors' Stock Option Plan (the "Plan") is to provide a means by which each director of Walker Interactive Systems, Inc., a Delaware corporation (the "Company"), who is not otherwise an employee of the Company or of any Affiliate of the Company (each such person being hereafter referred to as a "Non-Employee Director") will be given an opportunity to purchase stock of the Company. (b) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended (the "Code"). (c) The Company, by means of the Plan, seeks to retain the services of persons now serving as Non-Employee Directors of the Company, to secure and retain the services of persons capable of serving in such capacity, and to provide incentives for such persons to exert maximum efforts for the success of the Company. (d) The Company intends that the options issued under the Plan not be incentive stock options as that term is used in Section 422 of the Code. 2. ADMINISTRATION. -------------- (a) The Plan shall be administered by the Board of Directors of the Company (the "Board") unless and until the Board delegates administration to a committee, as provided in subparagraph 2 (c). 1 (b) The Board may delegate administration of the Plan to a committee composed of not fewer than two (2) members of the Board (the "Committee"). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. 3. SHARES SUBJECT TO THE PLAN. -------------------------- (a) Subject to the provisions of paragraph 10 relating to adjustments upon changes in stock, the stock that may be sold pursuant to options granted under the Plan shall not exceed in the aggregate two hundred fifty thousand (250,000) shares of the Company's common stock. If any option granted under the Plan shall for any reason expire or otherwise terminate without having been exercised in full, the stock not purchased under such option shall again become available for the Plan. (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 4. ELIGIBILITY. ----------- Options shall be granted only to Non-Employee Directors of the Company. 5. NON-DISCRETIONARY GRANTS. ------------------------ (a) Each person who is, after the date of the approval of the Plan by the Board (the "Adoption Date"), elected for the first time to be a Non-Employee Director of the Company shall, upon the date of his or her initial election to be a Non-Employee Director by the Board or stockholders of the Company, be automatically granted an option to purchase twelve thousand (12,000) shares of common stock of the Company on the terms and conditions set forth herein; provided however, that each person elected for the first time as a Non-Employee Director of the Company after March 12, 1996 shall, upon the date of such election, be automatically granted an option to purchase fifteen thousand (15,000) shares of common stock of the Company. 2 (b) Each person who is, as of the Adoption Date, a Non-Employee Director of the Company shall, on the Adoption Date, be automatically granted an option to purchase three thousand (3,000) shares of common stock of the Company on the terms and conditions set forth herein. (c) After the Adoption Date, so long as any such person remains a Non- Employee Director of the Company and the Plan remains in effect, each Non- Employee Director shall, on January 2 of each calendar year, commencing January 2, 1994, be automatically granted an option to purchase three thousand (3,000) shares of common stock of the Company on the terms and conditions set forth herein; provided however, that, effective January 2, 1997, each Non-Employee Director of the Company shall be automatically granted an option to purchase six thousand (6,000) shares of common stock of the Company. 6. OPTION PROVISIONS. ----------------- Each option shall contain the following terms and conditions: (a) No option shall be exercisable after the expiration of ten (10) years from the date it was granted. In any and all circumstances, an option may be exercised following termination of the optionee's service as a Non-Employee Director of the Company only as to that number of shares as to which it was vested (i.e. exercisable) on the date of termination of such service under the provisions of subparagraph 6(e). (b) The exercise price of each option shall be one hundred percent (100%) of the fair market value of the stock subject to such option on the date such option is granted. (c) The purchase price of stock acquired pursuant to an option shall be paid, to the extent permitted by applicable statutes and regulations, either () in cash at the time the option is exercised, or () provided that at the time of the exercise the Company's common stock is publicly traded and quoted regularly in the Wall Street Journal, payment by delivery of shares of common stock of the Company already owned by the optionee, held for the period required to avoid any charge to the Company's reported earnings that would not be incurred if the exercise price was paid in cash, and owned free and clear of any liens, claims, encumbrances or security interest, which common stock shall be valued at fair market value on the date preceding 3 the date of exercise, or (3) by a combination of such methods of payment. (d) An option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the option is granted only by such person or by his or her guardian or legal representative. (e) An option granted pursuant to the Plan shall vest (i.e. become exercisable) with respect to each optionee in four (4) equal quarterly installments commencing on the date three months after the date of grant of the option, provided that the optionee has, during the entire quarterly period to such vesting date, continuously served as a Non-Employee Director of the Company, whereupon such option shall become fully exercisable in accordance with its terms with respect to that portion of the shares represented by that installment. Notwithstanding the foregoing, an option granted after March 12, 1996 pursuant to Section 5(a) of the Plan shall vest with respect to each optionee in three (3) equal annual installments commencing on the first anniversary after the date of grant of the option, provided that the optionee has, during the entire annual period prior to such vesting date, continuously served as a Non-Employee Director of the Company where upon such option shall become fully exercisable in accordance with its terms with respect to that portion of the shares represented by that installment. (f) The Company may require any optionee, or any person to whom an option is transferred under subparagraph 6(d), as a condition of exercising any such option: (1) to give written assurances satisfactory to the Company as to the optionee's knowledge and experience in financial and business matters; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the option for such person's own account and not with any present intention of selling or otherwise distributing the stock. These requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise of the option has been registered under a then-currently-effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or (ii), as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then-applicable securities laws. 4 (g) Notwithstanding anything to the contrary contained herein, an option may not be exercised unless the shares issuable upon exercise of such option are then registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. 7. COVENANTS OF THE COMPANY. ------------------------ (a) During the terms of the options granted under the Plan, the Company shall keep available at all times the number of shares of stock required to satisfy such options. (b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon exercise of the options granted under the Plan; provided, however, that this undertaking shall not require the Company to register under the Securities Act either the Plan, any option granted under the Plan, or any stock issued or issuable pursuant to any such option. If the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such options. 8. USE OF PROCEEDS FROM STOCK. -------------------------- Proceeds from the sale of stock pursuant to options granted under the Plan shall constitute general funds of the Company. 9. MISCELLANEOUS. ------------- (a) Neither an optionee nor any person to whom an option is transferred under subparagraph 6(d) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such option unless and until such person has satisfied all requirements for exercise of the option pursuant to its terms. (b) Nothing in the Plan or in any instrument executed pursuant thereto shall confer upon any Non-Employee Director any right to continue in the service of the Company or any Affiliate or shall affect any right of the Company, its Board or 5 stockholders or any Affiliate to terminate the service of any Non-Employee Director with or without cause. (c) No Non-Employee Director, individually or as a member of a group, and no beneficiary or other person claiming under or through him or her, shall have any right, title or interest in or to any option reserved for the purposes of the Plan except as to such shares of common stock, if any, as shall have been reserved for him or her pursuant to an option granted to him or her. (d) In connection with each option made pursuant to the Plan, it shall be a condition precedent to the Company's obligation to issue or transfer shares to a Non-Employee Director, or an affiliate of such Non-Employee Director, or to evidence the removal of any restrictions on transfer, that such Non-Employee Director make arrangements satisfactory to the Company to insure that the amount of any federal or other withholding tax required to be withheld with respect to such sale or transfer, or such removal or lapse, is made available to the Company for timely payment of such tax. 10. ADJUSTMENTS UPON CHANGES IN STOCK. --------------------------------- (a) If any change is made in the stock subject to the Plan, or subject to any option granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Plan and outstanding options will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding options. (b) In the event of: (1) a merger or consolidation in which the Company is not the surviving corporation; (2) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (3) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanged, then the time during which outstanding options may be exercised shall be accelerated to permit the optionee to exercise all such options prior to such merger, 6 consolidation, reverse merger or reorganization, and the options terminated if not exercised prior to such event. 11. AMENDMENT OF THE PLAN. --------------------- (a) The Board at any time, and from time to time, may amend the Plan, provided, however, that the Board shall not amend the plan more than once every six months, with respect to the provisions of the plan which relate to the amount, price and timing of grants, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder. Except as provided in paragraph 10 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will: (1) Increase the number of shares reserved for options under the Plan; (2) Modify the requirements as to eligibility for participation in the Plan (to the extent such modification requires stockholder approval in order for the Plan to comply with the requirements of Rule 16b-3 promulgated under the Exchange Act); or (3) Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to comply with the requirements of Rule 16b-3 promulgated under the Exchange Act. (b) Rights and obligations under any option granted before any amendment of the Plan shall not be altered or impaired by such amendment of the Plan unless (i) the Company requests the consent of the person to whom the option was granted and (ii) such person consents in writing. 12. TERMINATION OR SUSPENSION OF THE PLAN. ------------------------------------- (a) The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on January 28, 2003. No options may be granted under the Plan while the Plan is suspended or after it is terminated. (b) Rights and obligations under any option granted while the Plan is in effect shall not be altered or impaired by 7 suspension or termination of the Plan, except with the consent of the person to whom the option was granted. (c) The Plan shall terminated upon the occurrence of any of the events described in paragraph 10(b) above. 13. EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE. ---------------------------------------------- (a) The Plan shall become effective upon adoption by the Board of Directors, subject to the condition subsequent that the Plan is approved by the stockholders of the Company. (b) No option granted under the Plan shall be exercised or exercisable unless and until the condition of subparagraph 13(a) above has been met. 8 EX-99.2 5 1995 NONSTATUTORY STOCK OPTION PLAN EXHIBIT 99.2 ------------ WALKER INTERACTIVE SYSTEMS, INC. 1995 NONSTATUTORY STOCK OPTION PLAN FOR NON-OFFICER EMPLOYEES Adopted August 28, 1995 Ratified and Amended September 20, 1995 Amended May 9, 1996 1. PURPOSES. -------- (a) The purpose of the Plan is to provide a means by which selected Employees of the Company, and its Affiliates, may be given an opportunity to purchase stock of the Company. (b) The Company, by means of the Plan, seeks to retain the services of persons who are now non-officer Employees of the Company or its Affiliates, to secure and retain the services of new Employees in such positions, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. (c) The Company intends that the Options issued under the Plan shall be only Nonstatutory Stock Options. 2. DEFINITIONS. ----------- (a) "Affiliate" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f) respectively, of the Code. (b) "Board" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Committee" means a Committee appointed by the Board in accordance with subsection 3(c) of the Plan. (e) "Company" means Walker Interactive Systems, Inc., a Delaware corporation. 1 (f) "Continuous Status as an Employee, Director or Consultant" means the employment relationship, or service as a member of the Board or Consultant, is not interrupted or terminated. The Board, in its sole discretion, may determine whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or between the Company, Affiliates or their successors. (g) "Director" means a member of the Board. (h) "Disinterested Person" means a Director who either (i) was not during the one year prior to service as an administrator of the Plan granted or awarded equity securities pursuant to the Plan or any other plan of the Company or any Affiliate entitling the participants therein to acquire equity securities of the Company or any Affiliate except as permitted by Rule 16b-3(c)(2)(i); or (ii) is otherwise considered to be a "disinterested person" in accordance with Rule 16b- 3(c)(2)(i), or any other applicable rules, regulations or interpretations of the Securities and Exchange Commission. (i) "Employee" means any person employed by the Company or any Affiliate of the Company. (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (k) "Fair Market Value" means, as of any date, the value of the common stock of the Company determined as follows: (1) If the common stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market, the Fair Market Value of a share of common stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in common stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable; (2) If the common stock is quoted on the Nasdaq System (but not on the Nasdaq National Market) or is regularly quoted by a recognized securities dealer but selling prices are not 2 reported, the Fair Market Value of a share of common stock shall be the mean between the bid and asked prices for the common stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable; (3) In the absence of an established market for the common stock, the Fair Market Value shall be determined in good faith by the Board. (l) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. (m) "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. (n) "Option" means a stock option granted pursuant to the Plan. (o) "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. (p) "Optionee" means an Employee who holds an outstanding Option. (q) "Plan" means this Walker Interactive Systems, Inc. 1995 Nonstatutory Stock Option Plan for Non-Officer Employees. (r) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. 3. ADMINISTRATION. -------------- (a) The Plan shall be administered by Compensation Committee of the Board unless and until the Compensation Committee or the Board delegates administration to a Committee, as provided in subsection 3(c). (b) The Compensation Committee shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 3 (1) To determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how each Option shall be granted; the provisions of each Option granted (which need not be identical), including the time or times such Option may be exercised in whole or in part; and the number of shares for which an Option shall be granted to each such person. (2) To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Compensation Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. (3) To amend the Plan or an Option as provided in Section 11 of the Plan. (4) Generally, to exercise such powers and to perform such acts as the Compensation Committee deems necessary or expedient to promote the best interests of the Company. (c) The Board may delegate administration of the Plan to a committee composed of not fewer than two (2) members (the "Committee"), all of the members of which Committee shall be Disinterested Persons. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Compensation Committee (and references in this Plan to the Compensation Committee shall thereafter be to the Committee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Compensation Committee. The Compensation Committee may abolish the Committee at any time and revest in the Compensation Committee the administration of the Plan. Notwithstanding anything in this Section 3 to the contrary, the Board or the Compensation Committee may delegate to a committee of one or more members of the Board the authority to grant Options to persons eligible to receive Options as provided in Section 5 of the Plan. (d) Any requirement that an administrator of the Plan be a Disinterested Person shall not apply if the Board or the Compensation Committee expressly declares that such requirement shall not apply. Any Disinterested Person shall otherwise comply with the requirements of Rule 16b-3. 4 (e) The Board shall at all times have the authority to arrogate to itself any or all of the powers and responsibilities allocated to the Compensation Committee or to the Committee under the Plan. 4. SHARES SUBJECT TO THE PLAN. -------------------------- (a) Subject to the provisions of Section 10 relating to adjustments upon changes in stock, the stock that may be sold pursuant to Options shall not exceed in the aggregate one million one hundred thousand (1,100,000) shares of the Company's common stock. If any Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the stock not purchased under such Option shall revert to and again become available for issuance under the Plan. (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 5. ELIGIBILITY. ----------- Nonstatutory Stock Options may be granted under the Plan only to Employees who (i) hold positions below the level of Officer, and (ii) are not then subject to Section 16 of the Exchange Act. 6. OPTION PROVISIONS. ----------------- Each Option shall be in such form and shall contain such terms and conditions as the Compensation Committee shall deem appropriate. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: (a) Term. No Option shall be exercisable after the expiration of ten (10) years from the date it was granted. (b) Price. The exercise price of each Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted. (c) Consideration. The purchase price of stock acquired pursuant to an Option shall be paid, to the extent permitted by 5 applicable statutes and regulations, in one or more of the following forms: (i) in cash at the time the Option is exercised, (ii) at the discretion of the Compensation Committee or the Committee, by delivery to the Company of other common stock of the Company, or (iii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which results in the receipt of cash (or check) by the Company prior to the issuance of the stock. (d) Transferability. A Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order satisfying the requirements of Rule 16b-3 and the rules thereunder (a "QDRO"), and shall be exercisable during the lifetime of the person to whom the Option is granted only by such person or any transferee pursuant to a QDRO. The person to whom the Option is granted may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option. (e) Vesting. The total number of shares of stock subject to an Option may, but need not, be allotted in periodic installments (which may, but need not, be equal). The Option Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable ("vest") with respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period and/or any prior period as to which the Option became vested but was not fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The provisions of this subsection 6(e) are subject to any Option provisions governing the minimum number of shares as to which an Option may be exercised. (f) Securities Law Compliance. The Company may require any Optionee, or any person to whom an Option is transferred under subsection 6(d), as a condition of exercising any such Option, (1) to give written assurances satisfactory to the Company as to the Optionee's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser 6 representative, the merits and risks of exercising the Option; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the Option for such person's own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise of the Option has been registered under a then currently effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock. (g) Termination of Service. In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates (other than upon the Optionee's death or disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months after the termination of the Optionee's Continuous Status as an Employee, Director or Consultant or such longer or shorter period specified in the Option Agreement, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionee does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan. (h) Disability of Optionee. In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates as a result of the Optionee's disability, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered 7 by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan. (i) Death of Optionee. In the event of the death of an Optionee during, or within a period specified in the Option after the termination of, the Optionee's Continuous Status as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercise the Option at the date of death) by the Optionee's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionee's death pursuant to subsection 6(d), but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan. (j) Early Exercise. The Option may, but need not, include a provision whereby the Optionee may elect at any time while an Employee, Director or Consultant to exercise the Option as to any part or all of the shares subject to the Option prior to the full vesting of the Option. Any unvested shares so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate. (k) Withholding. To the extent provided by the terms of an Option Agreement, the Optionee may satisfy any federal, state, local or foreign tax withholding obligation relating to the exercise of such Option by any of the following means or by a combination of such means: (1) tendering a cash payment; (2) authorizing the Company to withhold shares from the shares of the common stock otherwise issuable to the participant as a result of the exercise of the Option; or (3) delivering to the Company owned and unencumbered shares of the common stock of the Company. 8 7. COVENANTS OF THE COMPANY. ------------------------ (a) During the terms of the Options, the Company shall keep available at all times the number of shares of stock required to satisfy such Options. (b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon exercise of the Options; provided, however, that this undertaking shall not require the Company to register under the Securities Act either the Plan, any Option or any stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such Options unless and until such authority is obtained. 8. USE OF PROCEEDS FROM STOCK. -------------------------- Proceeds from the sale of stock pursuant to Options shall constitute general funds of the Company. 9. MISCELLANEOUS. ------------- (a) The Compensation Committee shall have the power to accelerate the time at which an Option may first be exercised or the time during which an Option or any part thereof will vest pursuant to subsection 6(e), notwithstanding the provisions in the Option stating the time at which it may first be exercised or the time during which it will vest. (b) Neither an Optionee nor any person to whom an Option is transferred under subsection 6(d) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Option unless and until such person has satisfied all requirements for exercise of the Option pursuant to its terms. (c) Nothing in the Plan or any instrument executed or Option granted pursuant thereto shall confer upon any Employee any right to continue in the employ of the Company or any Affiliate, or to continue to serve as a member of the Board or as 9 a consultant, or shall affect the right of the Company or any Affiliate to terminate the employment relationship of any Employee with or without cause, to remove a member of the Board pursuant to the terms of the Company's Bylaws, or to terminate a consultant in accordance with the terms of this agreement with the Company or Affiliate. (d) The Compensation Committee shall have the authority to effect, at any time and from time to time (i) the repricing of any outstanding Options under the Plan and/or (ii) with the consent of the affected holders of Options, the cancellation of any outstanding Options and the grant in substitution therefor of new Options under the Plan covering the same or different numbers of shares of Common Stock, but having an exercise price per share not less than eighty- five percent (85%) of the Fair Market Value per share of Common Stock on the new grant date. 10. ADJUSTMENTS UPON CHANGES IN STOCK. --------------------------------- (a) If any change is made in the stock subject to the Plan, or subject to any Option (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Plan will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan pursuant to subsection 4(a) and the outstanding Options will be appropriately adjusted in the class(es) and number of shares and price per share of stock subject to such outstanding Options. (b) In the event of: (1) a dissolution, liquidation or sale of substantially all of the assets of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; or (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then, at the sole discretion of the Compensation Committee or the Board and to the extent permitted by applicable law: (i) any surviving corporation shall assume any Options outstanding under the Plan or shall substitute similar Options for those outstanding under the Plan, (ii) such Options shall continue in full force and effect, or (iii) the time during which such Options may be exercised shall be accelerated and any outstanding unexercised rights under any Options terminated if not exercised prior to such event. 10 11. AMENDMENT OF THE PLAN AND OPTIONS. --------------------------------- (a) The Board or the Compensation Committee at any time, and from time to time, may amend the Plan. (b) The Compensation Committee may, in its sole discretion, submit the Plan or any amendment to the Plan for stockholder approval. (c) It is expressly contemplated that the Board or the Compensation Committee may amend the Plan in any respect the Board or the Compensation Committee deems necessary or advisable to provide Optionees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder. (d) Rights and obligations under any Option granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the person to whom the Option was granted and (ii) such person consents in writing. (e) The Board or the Compensation Committee at any time, and from time to time, may amend the terms of any one or more Options; provided, however, that the rights and obligations under any Option shall not be impaired by any such amendment unless (i) the Company requests the consent of the person to whom the Option was granted and (ii) such person consents in writing. 12. TERMINATION OR SUSPENSION OF THE PLAN. ------------------------------------- (a) The Board or the Compensation Committee may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the date when all the shares of the Company's common stock reserved for issuance under the Plan have been issued. No Options may be granted under the Plan while the Plan is suspended or after it is terminated. (b) Rights and obligations under any Option granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except with the consent of the person to whom the Option was granted. 13. EFFECTIVE DATE OF PLAN. ---------------------- 11 The Plan shall become effective on August 28, 1995. Adopted by the Compensation Committee on August 28, 1995 with an aggregate share reserve of 140,000 shares. Ratified and amended by the Board of Directors on September 20, 1995 to increase the aggregate share reserve to 600,000 shares. Amended by the Board of Directors on May 6, 1996 to increase the aggregate share reserve to 1,100,000 shares. 12 -----END PRIVACY-ENHANCED MESSAGE-----