EDGEWATER TECHNOLOGY, INC.
AMENDED AND RESTATED 2000 STOCK OPTION PLAN
SECTION 1. PURPOSE. The Plan (i) authorizes the Committee to provide to Employees and Consultants of the
Corporation and its Subsidiaries, who are in a position to contribute materially to the long-term success of the Corporation, with
grants of options to acquire common stock, par value $.01 per share, of the Corporation, and (ii) provides for the automatic grant
of options to Non-Employee Directors of the Corporation, in accordance with the terms specified herein. The Corporation
believes that this incentive program will cause those persons to increase their interest in the Corporation’s welfare, and aid in
attracting and retaining Employees, Consultants and Directors of outstanding ability.
SECTION 2. DEFINITIONS. Unless the context clearly indicates otherwise, the following terms, when used in this Plan,
shall have the meanings set forth in this Section:
(a) “Board” shall mean the Board of Directors of the Corporation.
(b) “Cause” shall mean, except to the extent specified otherwise by the Committee, a finding of the Committee that the
Grantee (i) has breached his or her employment or service contract with the Corporation or its Subsidiaries, (ii) has
engaged in disloyalty to the Corporation or its Subsidiaries, including, without limitation, fraud, embezzlement, theft,
commission of a felony or proven dishonesty in the course of his or her employment or service, (iii) has disclosed trade
secrets or confidential information of the Corporation or its Subsidiaries to persons not entitled to receive such
information, (iv) has breached any noncompetition or nonsolicitation agreement between the Corporation or its
Subsidiaries and the Grantee, or (v) has engaged in such other behavior detrimental to the interests of the Corporation or
its Subsidiaries as the Committee determines.
(c) A “Change in Control” shall be deemed to have occurred if:
(i) any person, other t