Exhibit 4.4
AMENDMENT NO. 3 TO THE BARRA STOCK OPTION PLAN
WHEREAS, BARRA, Inc., a Delaware corporation (the "Company") has adopted and
implemented the BARRA Stock Option Plan (the "Plan").
WHEREAS, Section 9(c) of the Plan currently states that if an Optionee is
permitted to exercise an Option by delivering shares of Common Stock, an
option agreement for Options granted pursuant to the Plan may include
provisions authorizing the Optionee to exercise the Option, in whole or in
part, by (i) delivering whole shares of the Company's Common Stock previously
owned by such Optionee having a fair market value equal to the option price;
or (ii) directing the Company to withhold from the shares that would
otherwise be issued upon exercise of the Option that number of whole shares
having a fair market value equal to the Option Price.
WHEREAS, Section 9(g) of the Plan currently provides that when an Optionee is
required to pay to the Company tax withholding obligations arising from the
exercise of an Option granted under the Plan, the Optionee may elect to make
such payment, or increased payment as the Optionee elects to make, up to the
maximum federal, state and local marginal tax rates, including any related
obligations under the Federal Insurance Contribution Act, applicable to the
Optionee and the particular transaction, by delivery of shares already owned
by the Optionee or by directing the Company to withhold from shares that
would otherwise be issued upon exercise of the Option, that number of whole
shares having a fair market value equal to the amount of tax required or
elected to be withheld.
WHEREAS, it is in the best interest of the Company to amend Section 9(c) and
Section 9(g) in order to satisfy accounting rules issued by the Financial
Accounting Standards Board of the Financial Accounting Foundation (FASB) so
that "fixed award" accounting will be applied to stock option grants pursuant
the Plan.
WHEREAS, it is also in the best interest of the Company to amend Section 9(c)
to permit "same-day sale" commitments as valid consideration for the exercise
price of the Options.
WHEREAS, Section 13 of the Plan reserves to the Company's Board of Directors
the power to amend the Plan, subject to stockholder approval in certain
respects.
NOW THEREFORE, the Plan is amended effective as of August 5, 1999, subject to
applicable regulatory approval, if any, as follows:
1. Section 9(c) of the Plan shall be amended by deleting the entire
section and replacing it with the following:
"If an Optionee is permitted to exercise an Option by delivering shares of
the Company's Common Stock to the Company or selling shares of the
Company's Common Stock, the
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option agreement covering such Option may include provisions authorizing
the Optionee to exercise the Option, in whole or in part, (i) by
delivering whole shares of the Company's Common Stock previously
owned by such Optionee for at least six (6) months prior to the date
of exercise of the Option (whether or not acquired through prior
exercise of a stock option) having a fair market value equal to the
option price; or (ii) through a "same-day sale" commitment from the
Optionee and a dealer of the National Association of Securities Dealers.
Shares of the Company's Common Stock delivered pursuant to subsection (i)
above shall be valued at their fair market value at the close of the last
business day immediately preceding the date of exercise of the Option, as
determined by the Committee. Any balance of the Option price shall be paid
in cash. Any shares delivered to the Company pursuant to subsection (i)
above shall not become available for purposes of the Plan and for Options
subsequently granted thereunder. After the Registration Date, any
exercise of an Option under this Section 9(c) by any person subject to
short-swing trading liability under Section 16(b) of the Exchange Act shall
comply with the relevant requirements under Rule 16b-3(d) or (e) of the
Exchange Act."
2. Section 9(g) of the Plan shall be amended by deleting the first
paragraph which begins with "When an Optionee" and ends with "after the Tax
Date" and replacing such paragraph with the following:
"When an Optionee is required to pay to the Company an amount with respect
to tax withholding obligations in connection with the exercise of an Option
granted under the Plan, the Optionee may elect, prior to the date the
amount of such withholding tax is determined (the "Tax Date"), to make
such payment by : (i) delivering cash; (ii) delivering part or all of the
payment in previously owned stock (whether or not acquired through the
prior exercise of a stock option), provided that such stock has been held
by the Optionee for at least six (6) months prior to the date of exercise
of the Option ("Delivery of Stock"); or (iii) irrevocably directing the
Company to withhold from the shares that would otherwise be issued upon
exercise of the Option that number of whole shares having a fair market
value equal to the amount of tax withholding obligations. (a "Withholding
Election"). In the event that the Optionee elects to satisfy the tax
withholding obligations by Delivery of Stock or a Withholding Election, the
shares delivered or withheld, as the case may be, are only to meet required
tax withholding obligations based on the minimum statutory withholding
rates for federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income, and the shares cannot be
delivered or withheld, as the case may be in excess of the minimum number
required to satisfy such tax withholding obligations. If an Optionee's
Tax Date is deferred beyond the date of exercise and the Optionee makes a
Withholding Election, the Optionee will receive the full amount of Shares
otherwise issuable upon exercise of the Option minus the number of Shares
necessary to satisfy his or her minimum tax withholding obligations
measured on the date the Option is exercised, with adjustments to be made
in cash after the Tax Date."
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By authority of the Board of Directors pursuant to their respective actions
specified above, the Chief Financial Officer of the Company has executed this
document as of August 5, 1999.
BARRA, INC.
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Chief Financial Officer
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