Exhibit 99.4
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Option Agreement (the "Option
Agreement") by and between QRS Corporation. (the "Corporation") and
_____________ ("Optionee") evidencing the stock option (the "Option") granted
on _______________ to Optionee under the terms of the Corporation's Special
Non-Officer Stock Option Plan, and such provisions shall be effective
immediately. All capitalized terms used in this Addendum, to the extent not
otherwise specifically defined herein, shall have the meanings assigned to
such terms in the Option Agreement.
INVOLUNTARY TERMINATION UPON A CORPORATE TRANSACTION OR
CHANGE IN CONTROL
A. To the extent the Option does not accelerate upon the occurrence of
a Corporate Transaction by reason of one or more of the limitations set forth in
Paragraph 6 of the Option Agreement, Optionee shall continue to vest in the
Option Shares (or any replacement option or cash incentive program) in
accordance with the normal exercise provisions of the Option Agreement over
Optionee's continued period of Service following such Corporate Transaction.
However, upon the Involuntary Termination of Optionee's Service within twelve
(12) months after the Corporate Transaction, the Option shall become immediately
exercisable for all of the Option Shares at the time subject thereto and may be
exercised for all or any portion of such shares as fully-vested shares. The
Option shall remain so exercisable until the expiration or sooner termination of
the option term as set forth in the Option Agreement.
B. The Option shall not accelerate upon the occurrence of a Change in
Control and shall continue to become exercisable for the Option Shares in
accordance with the normal exercise provisions of the Option Agreement over
Optionee's continued period of Service following such Change in Control.
However, upon the Involuntary Termination of Optionee's Service within twelve
(12) months after the effective date of the Change in Control, the Option shall
become immediately exercisable for all of the Option Shares at the time subject
to the Option and may be exercised for all or any portion of those Option Shares
as fully-vested shares. The Option shall remain so exercisable until the
expiration or sooner termination of the option term as set forth in the Option
Agreement.
C. For purposes of this Addendum, a Change in Control shall be deemed
to occur:
(i) should any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is controlled
by or is under common control with the Corporation) directly or indirectly
acquire beneficial ownership (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of securities possessing more
than fifty percent (50%) of the total combined voting power
of the Corporation's outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation's shareholders; or
(ii) should there occur a change in the composition of the Board over
any period of thirty-six (36) consecutive months or less such that a
majority of the Board members ceases, by reason of one or more proxy
contests for the election of Board members, to be comprised of individuals
who either (A) have been members of the Board continuously since the
beginning of such period or (B) have been elected or nominated for election
as Board members during such period by at least a majority of the Board
members described in clause (A) who were still in office at the time such
election or nomination was approved by the Board.
D. For purposes of this Addendum, there shall be deemed to an
Involuntary Termination of Optionee's Service, if such Service is terminated:
(i) involuntarily upon the Optionee's involuntary dismissal or
discharge by the Corporation for reasons other than Misconduct, or
(ii) upon the Optionee's voluntary resignation following (A) a change
in Optionee's position with the Corporation which materially reduces his or
her duties and the responsibilities or the level of management to which he
or she reports, (B) a reduction in his or her level of compensation
(including base salary, fringe benefits, and target bonuses under
corporate-performance based bonus or incentive programs) by more than
fifteen percent (15%) or (C) a relocation of Optionee's place of employment
by more than fifty (50) miles, provided and only if such change, reduction
or relocation is effected by the Corporation without the individual's
consent.
IN WITNESS WHEREOF, QRS Corporation. has caused this Addendum to be
executed by its duly-authorized officer as of the Effective Date specified
below.
QRS CORPORATION
By:
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Title:
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EFFECTIVE DATE:
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