2000 Non-executive Stock Plan

EXHIBIT 10.8


CROSSWORLDS SOFTWARE, INC.


2000 NON-EXECUTIVE STOCK PLAN


1. Purposes of the Plan. The purposes of this 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 shall be Nonstatutory Stock Options. 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 any of its Committees as shall
------------- be administering the Plan in accordance with Section 4 hereof.


(b) "Applicable Laws" means the requirements relating to the
----------------- administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan.


(c) "Board" means the Board of Directors of the Company.
-----


(d) "Change of Control" means a sale of all or substantially all of the
----------------- Company's assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation, or any other transaction or series of related transactions in which the Company's stockholders immediately prior thereto own less than 50% of the voting stock of the Company (or its successor or parent) immediately thereafter.


(e) "Code" means the Internal Revenue Code of 1986, as amended.
----


(f) "Committee" means a committee of Directors appointed by the Board
--------- in accordance with Section 4 hereof.


(g) "Common Stock" means the Common Stock of the Company.
------------


(h) "Company" means CrossWorlds Software, Inc., a Delaware corporation.
-------


(i) "Consultant" means any person who is engaged by the Company or any
---------- Parent or Subsidiary to render consulting or advisory services to such entity, excluding Officers, Named Executives and Directors of the Company.


(j) "Director" means a member of the Board of Directors of the Company.
--------


(k) "Employee" means any person, excluding Officers, Directors and
-------- Named Executives, employed by the Company or any Parent or Subsidiary of the Company, with the


status of employment determined based upon such minimum number of hours or periods worked as shall be determined by the Administrator, subject to any requirements of the Code. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company.


(l) "Exchange Act" means the Securities Exchange Act of 1934, as
------------ amended.


(m) "Fair Market Value" means, as of any date, the value of Common
----------------- Stock determined as follows:


(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock for the date of determination; or


(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.


(n) "Named Executive" means any individual who, on the last day of the
--------------- Company's fiscal year, is the chief executive officer of the Company (or is acting in such capacity) or among the four most highly compensated officers of the Company (other than the chief executive officer). Such officer status shall be determined pursuant to the executive compensation disclosure rules under the Exchange Act.


(o) "Nonstatutory Stock Option" means an Option not intended to
------------------------- qualify as an Incentive Stock Option, as designated in the applicable Option Agreement. "Incentive Stock Option" means an Option intended to qualify as an
---------------------- incentive stock option within the meaning of Section 422 of the Code.


(p) "Officer" means a person who is an officer of the Company within
------- the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.


(q) "Option" means a stock option granted pursuant to the Plan.
------


(r) "Option Agreement" means a written or electronic agreement between
---------------- the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.


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(s) "Option Exchange Program" means a program whereby outstanding
----------------------- Options are exchanged for Options with a lower exercise price.


(t) "Optioned Stock" means the Common Stock subject to an Option or a
-------------- Stock Purchase Right.


(u) "Optionee" means the holder of an outstanding Option or Stock
-------- Purchase Right granted under the Plan.


(v) "Parent" means a "parent corporation," whether now or hereafter
------ existing, as defined in Section 424(e) of the Code.


(w) "Plan" means this 2000 Non-Executive Stock Plan.
----


(x) "Restricted Stock" means shares of Common Stock acquired pursuant
---------------- to a grant of a Stock Purchase Right under Section 11 below.


(y) "Section 16(b)" means Section 16(b) of the Securities Exchange Act
------------- of 1934, as amended.


(z) "Service Provider" means an Employee or Consultant.
----------------


(aa) "Share" means a share of the Common Stock, as adjusted in
----- accordance with Section 12 below.


(bb) "Stock Purchase Right" means a right to purchase Common Stock
-------------------- pursuant to Section 11 below.


(cc) "Subsidiary" means a "subsidiary corporation," whether now or
---------- hereafter existing, as defined in Section 424(f) of the Code.


3. Stock Subject to the Plan. Subject to the provisions of Section 12 of
------------------------- the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is 2,200,000. The Shares may be authorized but unissued, or reacquired Common Stock.


If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant as Stock Purchase Rights or Nonstatutory Stock Options under the Plan.


4. Administration of the Plan.
--------------------------


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(a) General. The Plan shall be administered by the Board or a
------- Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Optionees and, if permitted by the Applicable Laws, the Board may authorize one or more officers (who may (but need not) be Officers) to grant Options or Stock Purchase Rights to Employees and Consultants.


(b) Committee Composition. If a Committee has been appointed pursuant
--------------------- to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws.


(d) Powers of the Administrator. Subject to the provisions of the Plan
--------------------------- and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:


(i) to determine the Fair Market Value;


(ii) to select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder;


(iii) to determine the number of Shares to be covered by each such award granted hereunder;


(iv) to approve forms of agreement for use under the Plan;


(v) to determine the terms and conditions, of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;


(vi) to determine whether and under what circumstances an Option may be settled in cash under subsection 10(f) instead of Common Stock;


(vii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option has declined since the date the Option was granted;


(viii) to initiate an Option Exchange Program;


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(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;


(x) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and


(xi) to construe and interpret the terms of the Plan and awards granted p ...