COOPERATIVE COMPUTING INC /DE/
STOCK OPTION AGREEMENT, PAUL D. STONE
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>5
<FILENAME>ex-43.txt
<DESCRIPTION>STOCK OPTION AGREEMENT, PAUL D. STONE
<TEXT>


EXHIBIT 10.43



                   COOPERATIVE COMPUTING HOLDING COMPANY, INC.
                             2000 STOCK OPTION PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

                                FOR KEY EMPLOYEES

                                February 16, 2000

Paul D. Stone
3001 Chatelaine Drive
Austin, TX 78746


Re:  GRANT OF STOCK OPTION

Dear Paul:

          The Board of Directors of Cooperative Computing Holding Company, Inc.
(the "Company") has adopted the Company's 2000 Stock Option Plan (the "Plan")
for certain individuals and key employees of the Company and its Related
Entities.  A copy of the Plan is being furnished to you concurrently with the
execution of this Option Agreement and shall be deemed a part of this Option
Agreement as if fully set forth herein.  Unless the context otherwise requires,
all capitalized terms used but not otherwise defined herein shall have the
meanings given such terms in the Plan.

     1.   THE GRANT.

          Subject to the conditions set forth below, the Company hereby grants
to you, effective as of February 16, 2000 (the "Grant Date"), as a matter of
separate inducement and not in lieu of any salary or other compensation for your
services, the right and option to purchase (the "Option"), in accordance with
the terms and conditions set forth herein and in the Plan, an aggregate of
300,000 shares of Common Stock of the Company (the "Option Shares"), at the
Exercise Price (as hereinafter defined).  As used herein, the term "Exercise
Price" shall mean a price equal to $1.00 per share, subject to the adjustments
and limitations set forth herein and in the Plan.  The Option granted hereunder
is intended to constitute an Incentive Option within the meaning of the Plan;
however, you should consult with your tax advisor concerning the proper
reporting of any federal or state tax liability that may arise as a result of
the grant or exercise of the Option.

     2.   EXERCISE.

          (a)  Subject to the Company's right to repurchase the Option Shares as
set forth in Section 4 below, prior to termination of your employment the Option
shall be immediately exercisable after the Grant Date for any or all of the
Option Shares, whether or not the Option Shares are Nonvested Shares or Vested
Shares (each as defined below) and shall remain so exercisable until the
Expiration Date, or until sooner terminated pursuant to Section 3 hereof.
Subject to the Company's right to repurchase the Option Shares as set forth in
Section 4 below, after termination of your employment the Option shall be
exercisable only as provided in Section 3 hereof.

          (b)  For purposes of this Option Agreement, the Option Shares shall be
deemed "Nonvested Shares" unless and until they have become "Vested Shares."
Subject to Section 2(c) hereof, 20% of the Option Shares shall become "Vested
Shares" upon each of the following dates: September 30, 2000, September 30,
2001, September 30, 2002, September 30, 2003 and September 30, 2004 (each, a
"Vesting Date"); provided that, subject to the provisions of this Section 2,
vesting shall cease upon your ceasing to be an employee of the Company or a
Related Entity as expressly provided in Section 3 hereof.  In addition, all
Nonvested Shares shall become Vested Shares upon the occurrence of  any of the
following: (i) Change in Control, (ii) termination by Cooperative Computing,
Inc. without Cause, as defined in that certain Executive Employment Agreement
between the Company, Cooperative Computing, Inc., and Paul Stone dated October
5, 1999 (the "Employment Agreement"), or (iii) termination by you for Good
Reason as defined in the Employment Agreement.

          (c)  If on the September 30, 2000 Vesting Date, the Company has Free
Cash Flow equal to or greater than zero, then on such Vesting Date an additional
13.3333% of the Option Shares shall become "Vested Shares," and the remaining
Nonvested Shares shall, subject to the third sentence of this Section 2(c) and
Section 2(b), vest in equal installments over the remaining Vested Dates.  As
used herein, "Free Cash Flow" shall mean Consolidated EBITDA, less Capital
Expenditures, less Consolidated Cash Interest Expense, less cash taxes, plus the
difference (whether positive or negative) between Consolidated Working Capital
on September 30, 1999 and the Consolidated Working Capital on September 30, 2000
(capitalized terms shall have the meanings given such terms in the Credit
Agreement dated as of February 27, 1997, as amended, among Cooperative
Computing, Inc., the Company, the several banks and other financial institutions
from time to time parties hereto, and The Chase Manhattan Bank).  If on any
subsequent Vesting Date, the Company has achieved its Target (as hereinafter
defined) for such Vesting Date, then, subject to the last sentence of this
Section 2(c), on such Vesting Date an additional 13.3% of the Option Shares
shall become "Vested Shares," and the remaining Nonvested Shares shall, subject
to this sentence and Section 2(b), vest in equal installments over the remaining
Vesting Dates.  As used herein, "Target" shall mean, with respect to a
particular Vesting Date, the target financial measurement to be achieved by the
Company determined by the Board of Directors of the Company for such Vesting
Date, which such Target shall be set on or before the preceding Vesting Date.
In no event shall this Section 2(c) be construed to cause the number of Vested
Shares to exceed the number of Option Shares.

          (d)  Subject to the relevant provisions and limitations contained
herein and in the Plan, you may exercise the Option at any time prior to the
termination of the Option pursuant to this Option Agreement.  In no event shall
you be entitled to exercise the Option for a fraction of a share.

          (e)  The unexercised portion of the Option, if any, will
automatically, and without notice, terminate and become null and void upon the
expiration of ten (10) years (the "Expiration Date") from the Grant Date.

          (f)  Any exercise by you of the Option shall be in writing addressed
to the Secretary of the Company at its principal place of business (a copy of
the form of exercise to be used will be available upon written request to the
Secretary), and shall be accompanied by a certified or bank check payable to the
order of the Company in the full amount of the Exercise Price of the shares so
purchased, or in such other manner as described in the Plan and established by
the Committee.

     3.   TERMINATION OF EMPLOYMENT.

          (a)  In the case of termination of your employment with the Company or
any Related Entity due to death, your estate (or any Person who acquired the
right to exercise such Option by bequest or inheritance or otherwise by reason
of your death) may, until the earlier of (x) the 181st day after the date of
death or (y) the expiration of the Option in accordance with its terms, exercise
the Option with respect to all or any part of the Vested Shares which you were
entitled to purchase and, thereafter, the Option shall, to the extent not
previously exercised, automatically terminate and become null and void.

          (b)  In the case of termination of your employment with the Company or
any Related Entity due to Disability, you or your legal representative may,
until the earlier of (x) the 181st day after the date your employment was
terminated or (y) the expiration of the Option in accordance with its terms,
exercise the Option with respect to all or any part of the Vested Shares which
you were entitled to purchase and, thereafter, the Option shall, to the extent
not previously exercised, automatically terminate and become null and void.

          (c)  Intentionally omitted

          (d)  If your employment with the Company or any Related Entity is
terminated for any reason other than those specified in subsections 3(a) or( b)
above, you may, until the expiration of the Option in accordance with its terms,
exercise the Option with respect to all or any part of the Vested Shares which
you were entitled to purchase and, thereafter, the Option shall, to the extent
not previously exercised, automatically terminate and become null and void.  To
the extent required to give effect to the terms of this paragraph, such Option
will become a non-qualified stock option pursuant to the Plan.

     4.   NONVESTED SHARE REPURCHASE OPTION.

          (a)  In the event your employment with the Company or any Related
Entity is terminated for any reason, with or without cause, the Company shall
have the right to repurchase (the "Repurchase Right") any Nonvested Shares
previously acquired by you on exercise of the Option under the terms set forth
in this Section 4.

          (b)  The Company may exercise the Repurchase Right by written notice
to you within sixty (60) days after such termination of employment.  If the
Company fails to give notice within such sixty (60) day period, the Repurchase
Right will terminate unless the Company and you have extended the time for the
exercise of the Repurchase Right.  The Repurchase Right may be exercised for any
or all of the Nonvested Shares.

          (c)  Payment by the Company to you shall be made in cash within thirty
(30) days after the date of the mailing of the written notice of exercise of the
Repurchase Option.  The purchase price per Option Share being repurchased by the
Company shall be an amount equal to the Exercise Price.  The Option Shares being
repurchased shall be delivered to the Company by you at the same time as the
delivery of the Exercise Price by the Company.

          (d)  The Option Shares subject to the Repurchase Right may not be
sold, transferred, assigned, encumbered or otherwise disposed of in any manner
and any such disposition shall be void ab initio.  In furtherance of the
foregoing, Optionee hereby acknowledges and agrees that all certificates
representing such Option Shares shall be held in escrow by the Company for the
benefit of Optionee during the period for which the Company may exercise the
Repurchase Right.

          (e)  The Optionee hereby constitutes and appoints the Company, as its
true and lawful proxy and attorney-in-fact to vote any and all Option Shares
held by such Optionee during the period for which the Company may exercise the
Repurchase Right.  Optionee hereby acknowledges that the proxy granted hereby is
irrevocable, being coupled with an interest.

          (f)  The stock certificates for the Option Shares subject to the
Repurchase Right shall be endorsed with the following restrictive legend:

          "The shares represented by this certificate are subject to certain
repurchase rights granted to the Company and accordingly may not be sold,
assigned, transferred, encumbered, or in any manner disposed of."

          (g)  The Company shall have the right to assign the Repurchase Right
at any time, whether or not such Option is then exercisable, to one (1) or more
persons as may be selected by the Company.  The assignee must pay the Company
upon assignment of the Repurchase Right cash equal to the difference between the
original purchase price and fair market value if the original purchase price is
less than fair market value.

     5.   TRANSFERABILITY.

          Subject to the further limitations of Section 4, the Option and any
rights or interests therein are not assignable or transferable by you except by
will or the laws of descent and distribution, and during your lifetime, the
Option shall be exercisable only by you or, in the event that a legal
representative has been appointed in connection with your Disability, such legal
representative.

     6.   REGISTRATION.

          Notwithstanding anything to the contrary contained herein, the Company
shall not in any event be obligated to file any registration statement under the
Securities Act or any applicable state securities laws to permit exercise of the
Option or to issue any Common Stock in violation of the Securities Act or any
applicable state securities laws.  You (or in the event of your death or, in the
event a legal representative has been appointed in connection with your
Disability, the Person exercising the Option) shall, as a condition to your
right to exercise the Option, deliver to the Company an agreement or certificate
containing such representations, warranties and covenants as the Company may
deem necessary or appropriate to ensure that the issuance of the Option Shares
pursuant to such exercise is not required to be registered under the Securities
Act or any applicable state securities laws.

          Certificates for Option Shares, when issued, shall be endorsed with
(in addition to the legend specified in Section 4(f) hereof) the following
legend:

          "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
          ANY STATE SECURITIES LAWS.  THE SHARES MAY NOT BE OFFERED FOR
          SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL
          THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER
          (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION
          OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE,
          PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE
          FEDERAL OR STATE LAWS."

          The foregoing legend may not be required for Option Shares issued
pursuant to an effective registration statement under the Securities Act and in
accordance with applicable state securities laws.

     7.   WITHHOLDING TAXES.

          By acceptance hereof, you hereby (i) agree to reimburse the Company or
any Related Entity by which you are employed for any federal, state or local
taxes required by any government to be withheld or otherwise deducted by such
corporation in respect of your exercise of all or a portion of the Option; (ii)
authorize the Company or any Related Entity by which you are employed to
withhold from any cash compensation paid to you or on your behalf, an amount
sufficient to discharge any federal, state and local taxes imposed on the
Company or the Related Entity by which you are employed, and which otherwise has
not been reimbursed by you, in respect of your exercise of all or a portion of
the Option; and (iii) agree that the Company may, in its discretion, hold the
stock certificate to which you are entitled upon exercise of the Option as
security for the payment of the aforementioned withholding tax liability, until
cash sufficient to pay that liability has been accumulated, and may, in its
discretion, effect such withholding by retaining shares issuable upon the
exercise of the Option having a Fair Market Value on the date of exercise which
is equal to the amount to be withheld.

     8.   MISCELLANEOUS.

          (a)  This Option Agreement is subject to all the terms, conditions,
limitations and restrictions contained in the Plan.  In the event of any
conflict or inconsistency between the terms hereof and the terms of the Plan,
the terms of the Plan shall be controlling.

          (b)  This Option Agreement is not a contract of employment and the
terms of your employment shall not be affected by, or construed to be affected
by, this Option Agreement, except to the extent specifically provided herein.
Nothing herein shall impose, or be construed as imposing, any obligation (i) on
the part of the Company or any Related Entity to continue your employment, or
(ii) on your part to remain in the employ of the Company or any Related Entity.

          (c)  Notwithstanding anything to the contrary herein or in the Plan,
the Company hereby waives its right to exercise the Purchase Option.

          Please indicate your acceptance of all the terms and conditions of the
Option and the Plan by signing and returning a copy of this Option Agreement.

                              Very truly yours,

                              COOPERATIVE COMPUTING HOLDING COMPANY, INC.


                              By:    /s/ MICHAEL A. AVILES
                                     ---------------------
                              Name:  Michael A. Aviles
                                     ---------------------
                              Title: President
                                     ---------------------




ACCEPTED:



/s/ PAUL D. STONE
-----------------

Date: -----------, 2000


</TEXT>
</DOCUMENT>
