INTERSHOP COMMUNICATIONS, INC.
1997 EQUITY INCENTIVE PLAN
Adopted December 30, 1996
Approved by Stockholders December 30, 1996 Effective as of January 1, 1997
(a) The purpose of the Plan is to provide a means by which selected Employees, Officers and Directors of and
Consultants to the Company, and its Affiliates, may be given an opportunity to benefit from increases in value of
the stock of the Company through the granting of (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to purchase restricted stock, all as defined
below. The Plan does not provide for the granting of stock appreciation rights.
(b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees,
Officers or Directors of or Consultants to the Company or its Affiliates, to secure and retain the services of new
Employees, Officers, Directors and Consultants, 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 Stock Awards issued under the Plan shall, in the discretion of the Board or any
Committee to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c),
be either (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Options and Nonstatutory
Stock Options or (ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7 hereof.
All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and in such form as issued pursuant to Section 6, and a separate certificate or certificates will be issued for
shares purchased on exercise of each type of Option.
(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.