SOFTWARE PROFESSIONALS, INC.
INCENTIVE STOCK OPTION AGREEMENT
Software Professionals, Inc. (the "Company"), granted to the individual named below an option to purchase
certain shares of common stock of the Company, in the manner and subject to the provisions of this Option
(a) "Optionee" shall mean Byron E. Jacobs.
(b) "Date of Option Grant" shall mean March 4, 1996.
(c) "Number of Option Shares" shall mean 25,000 shares of common stock of the Company as adjusted from
time to time pursuant to paragraph 9 below.
(d) "Exercise Price" shall mean $2.13 per share as adjusted from time to time pursuant to paragraph 9 below.
(e) "Initial Exercise Date" shall be the Initial Vesting Date.
(f) "Initial Vesting Date" shall be the date occurring six
(6) months after the Date of the Option Grant.
(g) Determination of "Vested Ratio":
Prior to Initial Vesting Date 0
On Initial Vesting Date, 1/7
provided the Optionee is
continuously employed by
a Participating Company from
the Date of Option Grant until
the Initial Vesting Date
(h) "Optionee Term Date" shall mean the date ten (10) years after the Date of Option Grant.
(i) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(j) "Company" shall mean Software Professionals, Inc., a California corporation, and any successor thereto.
(k) "Participating Company" shall mean (i) the Company and (ii) any future parent and/or subsidiary corporation
of the Company while such corporation is a parent or subsidiary of the Company. For purposes of this Option
Agreement, a parent corporation and a subsidiary corporation shall be as defined in section 424(e) and 424(f) of
(l) "Participating Company Group" shall mean at any point in time all corporations collectively which are then a