EXHIBIT 10.1
CORILLIAN CORPORATION
AMENDMENT TO STOCK OPTION LETTER AGREEMENTS
PURSUANT TO THE 2000 STOCK INCENTIVE COMPENSATION PLAN
TO: ____________________
In consideration of additional stock options to be granted to you and other
benefits to be provided to you by the Company, the Company and you agree that
all of your outstanding stock options (the "Options") to purchase shares of the
Company's Common Stock granted pursuant to the Company's 2000 Stock Incentive
Compensation Plan are hereby amended as follows:
AMENDMENT TO STOCK OPTION LETTER AGREEMENT
In each Stock Option Letter Agreement representing your Options, the paragraph
entitled "Acceleration upon termination of employment by Successor Corporation"
is hereby amended in its entirety to read as follows:
"Acceleration upon termination of employment by Successor Corporation.
If this Option is assumed or replaced in the Corporate Transaction,
other than a Related Party Transaction, and does not otherwise
accelerate at that time, 50% of the then-unvested shares shall be
accelerated in the event that your employment or service relationship
should subsequently terminate within one year following such Corporate
Transaction, unless such employment or service relationship is
terminated by the Successor Corporation for Cause or by you voluntarily
without Good Reason."
Except as set forth herein, the terms of the Stock Option Letter Agreements
representing your Options remain in full force and effect and are not amended or
modified in any manner.
Dated: July __, 2003
CORILLIAN CORPORATION
By _________________________________________
Its ________________________________________
AGREED:
____________________________________________
Participant
