ASCENTIAL SOFTWARE CORP
EX-10.30 A/R 1998 OPTION PLAN
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<TYPE>EX-10.30
<SEQUENCE>6
<FILENAME>b45652asexv10w30.txt
<DESCRIPTION>EX-10.30 A/R 1998 OPTION PLAN
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                                                                   EXHIBIT 10.30

                              INFORMIX CORPORATION

                      1998 Non-Statutory Stock Option Plan

                   (Effective as of July 17, 1998 and amended
                   on May 5, 1999, August 5, 1999, October 21,
                     1999, April 28, 2000 and March 8, 2002)

1. PURPOSES OF THE PLAN. The purposes of this Non-Statutory Stock Option Plan
are:

      (a) to attract and retain the best available personnel for positions of
substantial responsibility,

      (b) to provide additional incentive to Employees and Consultants, and

      (c) to promote the success of the Company's business.

      Options granted under the Plan will be Nonstatutory Stock Options (as
amended May 5, 1999).

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 of the Plan.

      (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 are, or will be, granted under
the Plan.

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

      (d) "CODE" means the Internal Revenue Code of 1986, as amended.

      (e) "COMMITTEE" means a committee of Directors appointed by the Board in
accordance with Section 4 of the Plan.

      (f) "COMMON STOCK" means the common stock of the Company.

      (g) "COMPANY" means Informix Corporation, a Delaware corporation.

      (h) "CONSULTANT" means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such entity.

      (i) "DIRECTOR" means a member of the Board.


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      (j) "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

      (k) "EMPLOYEE" means any person employed by the Company or any Parent or
Subsidiary of the Company, including Officers. An Employee 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 (as amended May 5, 1999).

      (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 sales price for such stock (or the closing bid,
                  if no sales were reported) as quoted on such exchange or
                  system for the last market trading day prior to the time 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, the
                  Fair Market Value of a Share of Common Stock shall be the mean
                  between the high bid and low asked prices for the Common Stock
                  on the last market trading day prior to the day of
                  determination, as reported in The Wall Street Journal or such
                  other source as the Administrator deems reliable;

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

      (n) "NOTICE OF GRANT" means a written or electronic notice evidencing
certain terms and conditions of an individual Option grant. The Notice of Grant
is part of the Option Agreement.

      (o) "OFFICER" means any Employee who is (i) an officer of the Company
pursuant to the specifications set forth in the By-Laws of the Company, (ii)
holds a position of vice-president or above, or (iii) is otherwise treated as an
officer by the Company.

      (p) "OPTION" means a nonstatutory stock option granted pursuant to the
Plan, that is not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.


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      (q) "OPTION AGREEMENT" means an 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.

      (r) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding options
are surrendered in exchange for options with a lower exercise price.

      (s) "OPTIONED STOCK" means the Common Stock subject to an Option.

      (t) "OPTIONEE" means the holder of an outstanding Option granted under the
Plan.

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

      (v) "PLAN" means this 1998 Non-Statutory Stock Option Plan.

      (w) "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 12 of the Plan.

      (x) "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 optioned and sold
under the Plan is twenty million five hundred thousand (20,500,000) Shares. This
includes (i) 2,500,000 Shares added to the Plan on August 5, 1999, (ii)
2,500,000 added to the Plan on October 21, 1999, (iii) 5,000,000 added to the
Plan on April 28, 2000, and (v) 5,000,000 added to the Plan on March 8, 2002.
The Shares may be authorized, but unissued, or reacquired Common Stock (as
amended August 5, 1999, October 21, 1999, April 28, 2000 and March 8, 2002).

4. ADMINISTRATION OF THE PLAN.

      (a) The Plan shall be administered by (i) the Board or (ii) a Committee,
which committee shall be constituted to satisfy Applicable Laws.

      (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

            (i)   to determine the Fair Market Value of the Common Stock;

            (ii)  to select the Employees (other than Officers and Directors) to
                  whom Options may be granted hereunder;

            (iii) to determine whether and to what extent Options are granted
                  hereunder;

            (iv)  to determine the number of shares of Common Stock to be
                  covered by each Option granted hereunder;


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

            (vi)   to determine the terms and conditions, not inconsistent with
                   the terms of the Plan, of any award granted hereunder. Such
                   terms and conditions include, but are not limited to, the
                   exercise price, the time or times when Options 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 the
                   shares of Common Stock relating thereto, based in each case
                   on such factors as the Administrator, in its sole discretion,
                   shall determine;

            (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 shall have declined since
                   the date the Option was granted;

            (viii) to institute an Option Exchange Program;

            (ix)   to construe and interpret the terms of the Plan and awards
                   granted pursuant to the Plan;

            (x)    to modify or amend each Option (subject to Section 14(b) of
                   the Plan), including the discretionary authority to extend
                   the post-termination exercisability period of Options longer
                   than is otherwise provided for in the Plan;

            (xi)   to authorize any person to execute on behalf of the Company
                   any instrument required to effect the grant of an Option or
                   previously granted by the Administrator;

            (xii)  to determine the terms and restrictions applicable to
                   Options;

            (xiii) 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 that number of Shares
                   having a Fair Market Value equal to the 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 an Optionee 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 to make all other determinations
                   deemed necessary or advisable for administering the Plan.

      (c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.

5. ELIGIBILITY. Options may be granted hereunder only to Employees and
Consultants (as amended May 5, 1999).


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6.  LIMITATION. Neither the Plan nor any Option shall confer upon an Optionee
any right with respect to continuing the Optionee's relationship as an Employee
with the Company, nor shall they interfere in any way with the Optionee's right
or the Company's right to terminate such relationship at any time, with or
without cause.

7.  TERM OF PLAN. The Plan shall become effective upon July 17, 1998. It shall
continue in effect for ten (10) years, unless sooner terminated under Section 14
of the Plan.

8.  TERM OF OPTION. The term of each Option shall be stated in the Option
Agreement.

9.  OPTION EXERCISE PRICE AND CONSIDERATION.

      (a) EXERCISE PRICE. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator.

      (b) WAITING PERIOD AND EXERCISE DATES. At the time an Option is granted,
the Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions which must be satisfied before the Option may
be exercised.

      (c) FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:

            (i)   cash;

            (ii)  check;

            (iii) promissory note;

            (iv)  other Shares which (A) in the case of Shares acquired upon
                  exercise of an option, have been owned by the Optionee for
                  more than six months on the date of surrender, and (B) have a
                  Fair Market Value on the date of surrender equal to the
                  aggregate exercise price of the Shares as to which said Option
                  shall be exercised;

            (v)   consideration received by the Company under a cashless
                  exercise program implemented by the Company in connection with
                  the Plan;

            (vi)  such other consideration and method of payment for the
                  issuance of Shares to the extent permitted by Applicable Laws;
                  or

            (vii) any combination of the foregoing methods of payment.

10. EXERCISE OF OPTION.

      (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and


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under such conditions as determined by the Administrator and set forth in the
Option Agreement. An Option may not be exercised for a fraction of a Share.

      An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 12 of the Plan.

      Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

      (b) TERMINATION OF RELATIONSHIP AS AN EMPLOYEE. If an Optionee ceases to
be a an Employee, other than upon the Optionee's death or Disability, the
Optionee may exercise his or her Option, but only within such period of time as
is specified in the Option Agreement, and only to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). If, on the date
of termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

      (c) DISABILITY OF OPTIONEE. If an Optionee ceases to be an Employee as a
result of the Optionee's Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement, to the
extent the Option is vested on the date of termination, including as to
accelerated vesting as set forth in the Option Agreement (but in no event later
than the expiration of the term of such Option as set forth in the Option
Agreement). If, on the date of termination, the Optionee is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.

      (d) DEATH OF OPTIONEE. If an Optionee dies while an Employee, the Option
may be exercised within such period of time as is specified in the Option
Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquires the right to exercise the Option by bequest or inheritance, but
only to the extent that the Option is vested on the date of death, including as
to accelerated vesting as set forth in the Option Agreement. If, at the time of
death, the Optionee is


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not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan. The Option may be
exercised by the executor or administrator of the Optionee's estate or, if none,
by the person(s) entitled to exercise the Option under the Optionee's will or
the laws of descent or distribution. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

      (e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

      (f) NON-TRANSFERABILITY OF OPTIONS . Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

11. CHANGES IN CAPITALIZATION AND OWNERSHIP.

      (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

      (b) CHANGES IN CONTROL. All obligations of the Company under the Plan,
with respect to Option granted thereunder, shall be binding on any successor to
the Company, whether the existence of such successor is the result of a direct
on indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.

12. DATE OF GRANT. The date of grant of an Option shall be, for all purposes,
the date on which the Administrator makes the determination granting such
Option, or such other later date


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as is determined by the Administrator. Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such grant.

13. AMENDMENT AND TERMINATION OF THE PLAN.

      (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or terminate the Plan.

      (b) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to options granted under the
Plan prior to the date of such termination.

14. CONDITIONS UPON ISSUANCE OF SHARES.

      (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares shall comply with Applicable Laws and shall be further subject to
the approval of counsel for the Company with respect to such compliance.

      (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Option the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

15. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

16. RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


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