THERION SOFTWARE CORPORATION
2004 STOCK PLAN
1. Purposes of the Plan. The purposes of this 2004 Stock Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants
and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock
Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and
subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations
promulgated thereunder. Stock purchase rights may also be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) “Administrator” means the Board or its Committee appointed pursuant to Section 4 of the Plan.
(b) “Affiliate” means an entity other than a Subsidiary (as defined below) which, together with the
Company, is under common control of a third person or entity.
(c) “Applicable Laws” means the legal requirements relating to the administration of stock option and
restricted stock purchase plans under applicable U.S. state corporate laws, U.S. federal and applicable state
securities laws, the Code, any Stock Exchange rules or regulations and the applicable laws of any other country
or jurisdiction where Options or Stock Purchase Rights are granted under the Plan, as such laws, rules,
regulations and requirements shall be in place from time to time.
(d) “Board ” means the Board of Directors of the Company.
(e) “Cause” for termination of a Participant’s Continuous Service Status will exist if the Participant is
terminated by the Company for any of the following reasons: (i) Participant’s willful failure substantially to perform
his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) Participant’s
commission of any act of fraud, e