1991 Director Stock Option Plan

ARDENT SOFTWARE, INC.


1991 DIRECTOR STOCK OPTION PLAN


Amended and Restated effective January 28, 1997


1. Purpose
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The purpose of this 1991 Director Stock Option Plan (the "Plan") of ARDENT Software, Inc. (the "Company") is to encourage ownership in the Company by outside directors of the Company whose continued services are considered essential to the Company's future progress and to provide them with a further incentive to remain as directors of the Company.


2. Administration
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The Board of Directors shall supervise and administer the Plan. Grants of stock options under the Plan and the amount and nature of the awards to be granted shall be automatic in accordance with Section 5. However, all questions of interpretation of the Plan or of any options issued under it shall be determined by the Board of Directors and such determination shall be final and binding upon all persons having an interest in the Plan.


3. Participation in the Plan
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Directors of the Company who are not employees of the Company or any subsidiary of the Company shall be eligible to participate in the Plan.


4. Stock Subject to the Plan
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a. The maximum number of shares which may be issued under the Plan shall be 350,000 shares of the Company's Common Stock ("Common Stock"), subject to adjustment as provided in Section 9 of the Plan.


b. If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such option shall again become available for grant pursuant to the Plan.


c. All options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Section 422A of the Internal Revenue Code of 1986, as amended to-date and as it may be amended from time to time (the "Code").


5. Terms, Conditions and Form of Options
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Each option granted under the Plan shall be evidenced by a written agreement in such form as the Board of Directors shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions:


2


a. Option Grant Dates
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(i) Options shall be granted to all eligible directors when first elected to serve as a director, or in the case of directors serving at the time of approval of this Plan by the Board of Directors, on the date of such approval.


(ii) On January 31 of each year, commencing January, 1993, options shall be granted to each eligible director then serving as a director of the Company.


b. Shares Subject to Option
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Each option granted pursuant to Section 5(a)(i) of the Plan shall be exercisable for 15,000 shares of Common Stock. Each option granted pursuant to Section 5(a)(ii) of the Plan shall be exercisable for 10,000 shares of Common Stock.


c. Option Exercise Price
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The option exercise price per share for each option granted under the Plan shall equal (i) the last reported sales price per share of the Company's Common Stock on the NASDAQ National Market System (or, if the Company is traded on a nationally recognized securities exchange on the date of grant, the reported closing sales price per share of the Company's Common Stock by such exchange) on the date of grant (or if no such price is reported on such date such price as reported on the nearest preceding day) or (ii) if the grant occurs prior to the initial public offering of the Common Stock, the fair market value per share of Common Stock on the date of grant as determined by the Board of Directors.


d. Options Non-Transferable
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Each option granted under the Plan by its terms shall not be transferable by the Optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the Optionee only by him. No option or interest therein may be transferred, assigned, pledged or hypothecated by the Optionee during his lifetime, whether by operation of law or otherwise, or be made subject to execution ...