1995 STOCK OPTION PLAN

 

                                                   EXHIBIT 10.1 F

                         TOUCHSTONE SOFTWARE CORPORATION
                             1995 STOCK OPTION PLAN

     1. PURPOSE.  The Plan is intended to provide incentive to key employees and
directors of, and key consultants,  vendors,  customers,  and others expected to
provide  significant  services to, the  Corporation,  to  encourage  proprietary
interest in the  Corporation,  to encourage  such key employees to remain in the
employ of the  Corporation and its  Subsidiaries,  to attract new employees with
outstanding  qualifications,  and to afford additional incentive to consultants,
vendors,   customers,   and  others  to  increase  their  efforts  in  providing
significant services to the Corporation.

     2. DEFINITIONS.

          (a) "Board" shall mean the Board of Directors of the Corporation.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "Committee"  shall mean the committee,  if any,  appointed by the
     Board in accordance with Section 4 of the Plan.

          (d) "Common  Stock" shall mean the Common  Stock,  par value $.001 per
     share, of the Corporation.

          (e)  "Corporation"  shall  mean  TouchStone  Software  Corporation,  a
     California corporation.

          (f) "Disability" shall mean the condition of an Employee who is unable
     to engage in any  substantial  gainful  activity by reason of any medically
     determinable  physical or mental impairment which can be expected to result
     in death or which has lasted or can be  expected  to last for a  continuous
     period of not less than twelve (12) months.

          (g) "Employee"  shall mean an individual  who is employed  (within the
     meaning  of Code  Section  3401  and  the  regulations  thereunder)  by the
     Corporation or a Subsidiary.

          (h)  "Exercise  Price" shall mean the price per Share of Common Stock,
     determined by the Board or the Committee, at which an Option may exercised.

          (i)  "Fair  Market  Value"  shall  mean the  value of one (1) Share of
     Common Stock, determined as follows:

               (1) If the Shares are traded on an  exchange,  the price at which
          Shares traded at the close of business on the date of valuation;

               (2) If the  Shares  are  traded  over-the-counter  on the  NASDAQ
          System, the closing price if one is available, or the mean between the
          bid and asked  prices on said  System at the close of  business on the
          date of valuation; and

               (3) If neither  (1) nor (2)  applies,  the fair  market  value as
          determined  by  the  Board  or  the  Committee  in  good  faith.  Such
          determination shall be conclusive and binding on all persons.

          (j) "Incentive Stock Option" shall mean an option described in Section
     422A(b) of the Code.

          (k) "Nonstatutory  Stock Option" shall mean an option not described in
     Section 422(b), 422A(b), 423(b) or 424(b) of the Code.

          (l) "Option" shall mean any stock granted pursuant to the Plan.

          (m) "Optionee" shall mean an employee who has received an Option.

          (n) "Plan" shall mean the TouchStone  Software  Corporation 1995 Stock
     Option Plan, as it may be amended from time to time.

          (o) "Purchase Price" shall mean the Exercise Price times the number of
     Shares with respect to which an Option is exercised.

          (p) "Retirement" shall mean the voluntary termination of employment by
     an Employee upon the  attainment of age sixty- five (65) and the completion
     of not less than twenty  (20) years of service  with the  Corporation  or a
     Subsidiary.

          (q)  "Share"  shall mean one (1) share of Common  Stock,  adjusted  in
     accordance with Section 10 of the Plan (if applicable).

          (r)  "Subsidiary"  shall mean any  corporation  at least fifty percent
     (50%)  of the  total  combined  voting  power  of  which  is  owned  by the
     Corporation or by another Subsidiary.

     3.  EFFECTIVE  DATE. The Plan was adopted by the Board on October 18, 1995,
which shall be the effective date of the Plan.

     4.  ADMINISTRATION.  The Plan shall be  administered  by the Board, or by a
committee  appointed by the Board which shall consist of not less than three (3)
members.  The Board shall appoint one of the members of the Committee,  if there
be one, as Chairman of the  Committee.  If a Committee has been  appointed,  the
Committee shall hold meetings at such times and places as it may determine. Acts
of a majority of the Committee at which a quorum is present,  or acts reduced to
or approved in writing by a majority of the members of the  Committee,  shall be
the valid acts of the  Committee.  The Board,  or the Committee if there be one,
shall from time to time at its discretion  select the  Employees,  directors and
consultants who are to be granted Options,  determine the number of Shares to be
granted to each  Optionee and  designate  such  Options such as Incentive  Stock
Options or Non- statutory  Stock Options,  except that no Incentive Stock Option
may  be  granted  to  a  non-Employee  director  or a  non-Employee  consultant.
Notwithstanding  the foregoing,  no Incentive Stock Options may be granted under
the Plan  unless  and  until  the Plan has been  approved  by the  Corporation's
shareholders.  A member of the  Board or a  Committee  member  shall in no event
participate in any determination relating to Options held by or to be granted to
such Board or Committee  member.  The  interpretation  and  construction  by the
Board,  or by the  Committee if there be one, of any provision of the Plan or of
any Option granted  thereunder  shall be final. No member of the Board or of the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any Option granted thereunder.

     5. PARTICIPATION.

          (a) Eligibility.  The Optionees shall be such persons as the Committee
     may select  from among the  following  classes of  persons,  subject to the
     terms and conditions of (b) below:

               (1) Employees of the  Corporation or of a Subsidiary  (who may be
          officers, whether or not they are directors);

               (2) Directors of the Corporation or of a Subsidiary; and

               (3)  Consultants,  vendors,  customers,  and others  expected  to
          provide significant services to the Corporation or a Subsidiary.

     For purposes of this Plan,  an Optionee who is a director or a  consultant,
vendor,  customer,  or other provider of significant services to the Corporation
or a Subsidiary  shall be deemed to be an  Employee,  and service as a director,
consultant,  vendor,  customer, or other provider of significant services to the
Corporation  or a Subsidiary  shall be deemed to be  employment,  except that no
Incentive  Stock  Option  may  be  granted  to  a  non-  Employee   director  or
non-Employee  consultant,  vendor,  customer,  or other  provider of significant
services to the  Corporation  or a Subsidiary,  and except that no  Nonstatutory
Stock  Option  may  be  granted  to  a  non-Employee  director  or  non-Employee
consultant,  vendor,  customer, or other provider of significant services to the
Corporation  or  a  Subsidiary   other  than  upon  a  vote  of  a  majority  of
disinterested directors finding that the value of the services rendered or to be
rendered to the  Corporation  or a Subsidiary by such  non-Employee  director or
non-Employee  consultant,  vendor, customer, or other provider of services is at
least equal to the value of the option or options granted.

          (b)  Ten-Percent  Shareholders.  An  Employee  who owns  more than ten
     percent  (10%)  of the  total  combined  voting  power  of all  classes  of
     outstanding stock of the Corporation, its parent or any of its Subsidiaries
     shall not be eligible to receive an Option unless (i) the Exercise Price of
     the  Shares  subject to such  Option is at least one  hundred  ten  percent
     (110%)  of the Fair  Market  Value of such  Shares on the date of grant and
     (ii) such Option by its terms is not  exercisable  after the  expiration of
     five (5) years from the date of grant.

          (c) Stock Ownership.  For purposes of (b) above, in determining  stock
     ownership  an  Employee  shall be  considered  as owning  the stock  owned,
     directly or indirectly, by or for his brothers, sisters, spouses, ancestors
     and lineal descendants.  Stock owned,  directly or indirectly,  by or for a
     corporation,  partnership,  estate or trust  shall be  considered  as being
     owned   proportionately   by  or  for   its   shareholders,   partners   or
     beneficiaries.  Stock with respect to which such  Employee  holds an Option
     shall not be counted.

          (d) Outstanding Stock. For purposes of (b) above,  "outstanding stock"
     shall include all stock actually issued and outstanding  immediately  after
     the grant of the  Option to the  Optionee.  "Outstanding  stock"  shall not
     include shares authorized for issue under  outstanding  Options held by the
     Optionee or by any other person.

     6.  STOCK.  The stock  subject to Options  granted  under the Plan shall be
Shares of the Corporation's  authorized but unissued or reacquired Common Stock.
The  aggregate  number of Shares  which may be issued  upon  exercise of Options
under the Plan shall not exceed 300,000 shares.  The number of Shares subject to
Options  outstanding at any time shall not exceed the number of Shares remaining
available for issuance under the Plan. In the event that any outstanding  Option
for any reason expires or is terminated, the Shares allocable to the unexercised
portion of such Option may again be made subject to any Option.  The limitations
established  by this  Section 6 shall be  subject  to  adjustment  in the manner
provided in Section 10 hereof upon the occurrence of an event specified therein.

     7. TERMS AND CONDITIONS OF OPTIONS.

          (a) Stock  Option  Agreements.  Options  shall be evidenced by written
     stock option  agreements in such form as the  Committee  shall from time to
     time  determine.  Such  agreements  shall comply with and be subject to the
     terms and conditions set forth below.

          (b) Number of Shares.  Each Option shall state the number of Shares to
     which  it  pertains  and  shall  provide  for  the  adjustment  thereof  in
     accordance with the provisions of Section 10 hereof.

          (c) Exercise Price.  Each Option shall state the Exercise  Price.  The
     Exercise Price in the case of any Incentive  Stock Option shall not be less
     than the Fair  Market  Value on the date of grant  and,  in the case of any
     Option granted to an Optionee  described in Section 5(b) hereof,  shall not
     be less than one hundred ten percent (110%) of the Fair Market Value on the
     date of grant.  The Exercise  Price in the case of any  Nonstatutory  Stock
     Option  shall not be less than 85% of the Fair Market  Value on the date of
     grant.

          (d) Medium and Time of Payment. The Purchase Price shall be payable in
     full in United  States  dollars upon the exercise of the Option;  provided,
     however,  that if the applicable  Option Agreement so provides the Purchase
     Price may be paid (i) by the surrender of Shares in good form for transfer,
     owned by the person exercising the Option and having a Fair Market Value on
     the date of exercise equal to the Purchase  Price, or in any combination of
     cash and Shares, as long as the sum of the cash so paid and the Fair Market
     Value of the  Shares so  surrendered  equal  the  Purchase  Price,  (ii) by
     cancellation of indebtedness owed by the Corporation to the Optionee, (iii)
     with a full recourse promissory note executed by the Optionee,  or (iv) any
     combination  of the  foregoing.  The  interest  rate and  other  terms  and
     conditions of such note shall be determined by the Committee. The Committee
     may require that the Optionee  pledge his or her Shares to the  Corporation
     for the purpose of securing the payment of such note. In no event shall the
     stock  certificate(s)  representing such Shares by released to the Optionee
     until  such note shall be been paid in full.  In the event the  Corporation
     determines that it is required to withhold state or Federal income tax as a
     result  of the  exercise  of an  Option,  as a  condition  to the  exercise
     thereof,  an Employee may be required to make arrangements  satisfactory to
     the Corporation to enable it to satisfy such withholding requirements.

          (e) Term and  Nontransferability  of Options.  Each Option shall state
     the time or times which all or part thereof becomes exercisable.  No Option
     shall be  exercisable  after the expiration of ten (10) years from the date
     it was granted,  and no Option granted to an Optionee  described in Section
     5(b) hereof shall be  exercisable  after the  expiration  of five (5) years
     from the date it was  granted.  During the  lifetime of the  Optionee,  the
     Option  shall  be  exercisable  only  by  the  Optionee  and  shall  not be
     assignable  or  transferable.  In the event of the  Optionee's  death,  the
     Option shall not be transferable. In the event of the Optionee's death, the
     Option shall not be  transferable by the Optionee other than by will or the
     laws of descent and distribution.

          (f)  Termination  of  Employment,   Except  by  Death,  Disability  or
     Retirement.  If an Optionee  ceases to be an Employee  for any reason other
     than his or her death,  Disability or Retirement,  such Optionee shall have
     the right, subject to the restrictions of (e) above, to exercise the Option
     at any time within three (3) months after  termination of  employment,  but
     only to the extent that,  at the date of  termination  of  employment,  the
     Optionee's  right to exercise such Option had accrued pursuant to the terms
     of the applicable  option  agreement and had not previously been exercised;
     provided,  however,  that if the  Optionee  was  terminated  for  cause (as
     defined in the  applicable  option  agreement)  any Option not exercised in
     full prior to such  termination  shall be canceled.  For this purpose,  the
     employment  relationship  shall be treated as  continuing  intact while the
     Optionee  is on  military  leave,  sick  leave or other  bona fide leave of
     absence (to be determined in the sole  discretion  of the  Committee).  The
     foregoing  notwithstanding,  in the  case  of an  Incentive  Stock  Option,
     employment  shall not be deemed to continue beyond the ninetieth (90th) day
     after the  Optionee's  reemployment  rights are guaranteed by statute or by
     contract.

          (g) Death of Optionee. If an Optionee dies while an Employee, or after
     ceasing to be an Employee  but during the period while he or she could have
     exercised the Option under this Section 7, and has not fully  exercised the
     Option,  then  the  Option  may  be  exercised  in  full,  subject  to  the
     restrictions  of (e) above, at any time within twelve (12) months after the
     Optionee's  death, by the executors or  administrators of his or her estate
     or by any person or persons who have acquired the Option  directly from the
     Optionee by bequest or  inheritance,  but only to the extent  that,  at the
     date of death, the Optionee's right to exercise such Option had accrued and
     had not been  forfeited  pursuant  to the  terms of the  applicable  Option
     Agreement and had not previously been exercised.

          (h) Disability of Optionee. If an Optionee ceases to be an Employee by
     reason of Disability,  such Optionee  shall have the right,  subject to the
     restrictions of (f) above, to exercise the Option at any time within twelve
     (12) months after  termination of employment,  but only to the extent that,
     at the date of termination of employment,  the Optionee's right to exercise
     such Option had  accrued  pursuant  to the terms of the  applicable  Option
     Agreement and had not previously been exercised.

          (i) Retirement of Optionee. If an Optionee ceases to be an Employee by
     reason of Retirement,  such Optionee  shall have the right,  subject to the
     restrictions  of (e) above, to exercise the Option at any time within three
     (3) months after termination of employment, but only to the extent that, at
     the date of  termination of  employment,  the Optionee's  right to exercise
     such Option had  accrued  pursuant  to the terms of the  applicable  Option
     Agreement and had not previously been exercised.

          (j)  Rights as a  Stockholder.  An  Optionee,  or a  transferee  of an
     Optionee,  shall have no rights as a stockholder with respect to any Shares
     covered  by his or her  Option  until the date of the  issuance  of a stock
     certificate  for such Shares.  No  adjustment  shall be made for  dividends
     (ordinary or extraordinary, whether in cash, securities or other property),
     distributions  or other  rights for which the  record  date is prior to the
     date such stock  certificate  is issued,  except as  provided in Section 10
     hereof.

          (k)  Modification,   Extension  and  Renewal  of  Option.  Within  the
     limitations  of  the  Plan,  the  Committee  may  modify  extend  or  renew
     outstanding  Options or accept the cancellation of outstanding  Options (to
     the extent not  previously  exercised)  for the  granting of new Options in
     substitution therefor. The foregoing notwithstanding, no modification of an
     Option  shall,  without  the consent of the  Optionee,  alter or impair any
     rights or obligations under any Option previously granted.

          (l) Other Provosions. The stock option agreements authorized under the
     Plan may contain such other provosions not  inconsistent  with the terms of
     the Plan (including, without limitation,  restrictions upon the exercise of
     the Option) as the Committee shall deem advisable.

     8.  LIMITATION  ON VALUE OF  EXERCISABLE  SHARES.  In the case of Incentive
Stock Options granted hereunder,  the aggregate Fair Market Value (determined as
of the date of the grant thereof) of the Shares with respect to which  Incentive
Stock Options  become  exercisable  by any employee of the Company for the first
time during any calendar year (under this Plan and all other plans maintained by
the Corporation, its parent or its Subsidiaries) shall not exceed $100,000.

     9. TERM OF PLAN.  Options  may be  granted  pursuant  to the Plan until the
expiration of ten (10) years from the effective date of the Plan.

     10. RECAPITALIZATIONS.  Subject to any required action by shareholders, the
number of Shares covered by the Plan as provided in Section 6 hereof, the number
of Shares  covered by each  outstanding  Option and the Exercise  Price  thereof
shall be proportionately  adjusted for any increase of decrease in the number of
issued Shares  resulting  from a subdivision or  consolidation  of Shares or the
payment of a stock  dividend (but only of Common Stock) or any other increase or
decrease  in  the  number  of  issued  Shares   effected   without   receipt  of
consideration   by  the   Corporation.   Subject  to  any  required   action  by
stockholders,  if the Corporation is the surviving  corporation in any merger or
consolidation, each outstanding Option shall pertain and apply to the securities
to which a holder of the number of Shares  subject to the Option would have been
entitled.  In the event of a merger or consolidation in which the Corporation is
not the surviving  corporation,  the date of  exercisability of each outstanding
Option  shall be  accelerated  to a date prior to such merger or  consolidation,
unless the agreement of merger or  consolidation  provides for the assumption of
the Option by the successor to the Corporation. To the extent that the foregoing
adjustments  relate to securities of the Corporation,  such adjustments shall be
made by the Committee,  whose  determination  shall be conclusive and binding on
all persons. Except as expressly provided in this Section 10, the Optionee shall
have no rights by reason of subdivision or  consolidation  of shares of stock of
any class,  the payment of any stock  dividend or any other increase or decrease
in the  number of shares of stock of any class or by reason of any  dissolution,
liquidation,  merger or  consolidation or spin-off of assets or stock of another
corporation,  and any issue by the  Corporation of shares of stock of any class,
or securities  convertible into shares of stock of any class,  shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option.  The grant of an Option  pursuant
to the Plan shall not affect in any way the right or power to the Corporation to
make adjustments,  reclassifications,  reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve,  liquidate,  sell
or transfer all or any part of its business assets.

     11. SECURITIES LAW REQUIREMENTS.

     (a) Legality of  Issuance.  The issuance of any Shares upon the exercise of
any Option and the grant of any Option shall be contingent upon the following:

          (1) the  Corporation  and the  Optionee  shall have taken all  actions
     required  to  register  the Shares  under the  Securities  Act of 1933,  as
     amended (the "Act"), and to qualify the Option and the Shares under any and
     all applicable  state  securities or "blue sky" laws or regulations,  or to
     perfect an exemption from the  respective  registration  and  qualification
     requirements thereof;

          (2) any applicable listing  requirement of any stock exchange on which
     the Common Stock is listed shall have been satisfied; and

          (3) any other applicable  provision of state of Federal law shall have
     been satisfied.

     (b)  Restrictions on Transfer.  Regardless of whether the offering and sale
of  Shares  under  the  plan  has  been  registered  under  the Act or has  been
registered or qualified under the securities laws of any state,  the Corporation
may impose  restrictions  on the sale,  pledge or other  transfer of such Shares
(including the placement of appropriate  legends on stock  certificates)  if, in
the judgment of the Corporation and its counsel, such restrictions are necessary
or desirable in order to achieve  compliance with the provisions of the Act, the
securities  laws of any state or any other  law.  In the event  that the sale of
Shares  under  the Plan is not  registered  under  the Act but an  exemption  is
available which required an investment  representation or other  representation,
each Optionee shall be required to represent that such Shares are being acquired
for investment,  and not with a view to the sale or distribution thereof, and to
make such other  representations  as are deemed  necessary or appropriate by the
Corporation  and its  counsel.  Any  determination  by the  Corporation  and its
counsel in connection with any of the matters set forth in this Section 11 shall
be conclusive and binding on all persons.  Stock certificates  evidencing Shares
acquired under the Plan pursuant to an unregistered  transaction  shall bear the
following  restrictive legend and such other restrictive legends as are required
or deemed advisable under the provisions of any applicable law.

     "THE SALE OF THE  SECURITIES  REPRESENTED  HEREBY  HAS NOT BEEN  REGISTERED
UNDER THE  SECURITIES ACT OF 1933 (THE "ACT").  ANY TRANSFER OF SUCH  SECURITIES
WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH  REGISTRATION  IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."

     (c) Registration or  Qualification of Securities.  The Corporation may, but
shall not be obligated to register or qualify the issuance of Options and/or the
sale of Shares under the Act or any other applicable law. The Corporation  shall
not be obligated to take any  affirmative  action in order to cause the issuance
of Options or the sale of Shares under the plan to comply with any law.

     (d) Exchange of Certificates. If, in the opinion of the Corporation and its
counsel, any legend placed on a stock certificate representing shares sold under
the Plan is no longer required, the holder of such certificate shall be entitled
to exchange such  certificate for a certificate  representing the same number of
Shares but lacking such legend.

     12. AMENDMENT OF THE PLAN. The Board may from time to time, with respect to
any Shares at the time not subject to Options,  suspend or discontinue  the plan
or  revise  or amend it in any  respect  whatsoever  except  that,  without  the
approval of the Corporation's stockholders, no such revision or amendment shall:

          (a) Increase the number of Shares subject to the Plan;

          (b) Change the  designation  in Section 5 hereof  with  respect to the
     classes of persons eligible to receive Options; or

          (c) Amend this Section 12 to defeat its purpose.

     13. APPLICATION OF FUNDS. The proceeds received by the Corporation from the
sale of Common  Stock  pursuant  to the  exercise  of an Option will be used for
general corporate purposes.

     14.  EXECUTION.  To record the  adoption  of the Plan in the form set forth
above by the Board  effective as of October 18, 1995, the Corporation has caused
this Plan to be  executed  in the name and on behalf  of the  Corporation  where
provided below by an officer of the Corporation thereunto duly authorized.

                                   TOUCHSTONE SOFTWARE CORPORATION

                                   By:   /s/  C. Shannon Jenkins, President
                                   ----------------------------------------

                                   By: /s/ Ronald R. Maas, Secretary
                                   --------------------------------- 

Basic Info X:

Name: 1995 STOCK OPTION PLAN
Type: Stock Option Plan
Date: March 31, 1997
Company: TOUCHSTONE SOFTWARE CORP /CA/
State: Delaware

Other info:

Date:

  • twenty 20 years
  • October 18 , 1995

Organization:

  • Board of Directors of the Corporation
  • TouchStone Software Corporation
  • Board or Committee
  • Stock Option Agreements
  • b Number of Shares
  • c Exercise Price
  • Fair Market Value
  • Time of Payment
  • Nontransferability of Options
  • g Death of Optionee
  • Disability of Optionee
  • Retirement of Optionee
  • Incentive Stock Options
  • Exercise Price of Shares
  • Qualification of Securities

Location:

  • California
  • United States

Money:

  • $ .001
  • $ 100,000

Person:

  • Optionee
  • C. Shannon Jenkins
  • Ronald R. Maas

Percent:

  • fifty percent
  • 50 %
  • ten percent 110 %
  • 85 %