-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N3T5tp2DEiBsu9kMgXh5M1vq4Ze4O4C5VtHURrzSDeriTXH2h3zZsfVPS/hH4pjc AMN2YhLOddNCwMDJ3+Jn4g== /in/edgar/work/0000950131-00-006593/0000950131-00-006593.txt : 20001129 0000950131-00-006593.hdr.sgml : 20001129 ACCESSION NUMBER: 0000950131-00-006593 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20001128 EFFECTIVENESS DATE: 20001128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND TECHNOLOGY PARTNERS INC CENTRAL INDEX KEY: 0000924940 STANDARD INDUSTRIAL CLASSIFICATION: [8742 ] IRS NUMBER: 364069408 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50834 FILM NUMBER: 778237 BUSINESS ADDRESS: STREET 1: 875 NORTH MICHIGAN AVE SUITE 3000 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122555000 MAIL ADDRESS: STREET 1: 875 NORTH MICHIGAN AVE STE 3000 CITY: CHICAGO STATE: IL ZIP: 60611 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on November 28, 2000. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIAMOND TECHNOLOGY PARTNERS INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 36-4069408 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 875 N. Michigan Avenue, Suite 3000 Chicago, Illinois 60611 (312) 255-5000 (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) DIAMOND TECHNOLOGY PARTNERS INCORPORATED AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN (Full title of plan) Nancy K. Bellis, Vice President and General Counsel Diamond Technology Partners Incorporated 875 N. Michigan Avenue, Suite 3000 Chicago, Illinois 60611 (312) 255-5000 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount be Registered) Registered(1) Offering Price per Aggregate Offering of Registra- Share(1) Price tion Fee Class B Common Stock 7,750,000 $30.34 $235,135,000 $62,100 par value $.001 per share Class A Common Stock (2) (2) par value $.001 per share
- ---------------- 1. Computed in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. Computation based upon the average of the high and low prices of the Class A Common Stock of the Registrant as reported on the Nasdaq National Market as of closing on November 22, 2000. 2. This Registration Statement also covers the Shares of Class A Common Stock, par value $.001 per share, into which Class B Common Stock may be converted and that they may be issued in lieu of the Class B Common Stock to optionees who have ceased to be employees of the Registrant. Item 3. Incorporation of Certain Documents by Reference The following documents that have been filed with the Securities and Exchange Commission (the "Commission") by Diamond Technology Partners Incorporated (the "Company") are incorporated herein by reference: (a) The Company's Registration Statement on Form S-8 filed on November 24, 1998 (File No. 333-67899); (b) The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000 (File No. 000-22125), containing audited financial statements for the Company's latest fiscal year; (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (File No. 000-22125) since the end of the fiscal year covered by the Annual Report on Form 10-K referenced above; and (d) The description of the Class A Common Stock which is contained in the registration statement on Form 8-A filed with the Commission (File No. 000-22125) under the Exchange Act, including any subsequent amendment or any report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. Exhibits Exhibit Number Description of Exhibit 4.1 Restated Certificate of Incorporation of the Company filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (filed with the Commission on February 21, 1997, (File No. 333-17785) (the "Form S-1"), and hereby incorporated by reference). 4.2 Form of Amendment to the Restated Certificate of Incorporation of the Company (filed with the Commission on November 6, 2000, (File No. 333-47830) and hereby incorporated by reference). 4.3 Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to the Form S-1 and hereby incorporated by reference). 4.4 Diamond Technology Partners Incorporated Amended and Restated 1998 Equity Incentive Plan. 4.5 Form of Stock Option Agreement for Non-Partners. 4.6 Form of Stock Option Agreement for Partners. 5.1 Opinion of the Company's Vice President and General Counsel as to the legality of the securities being registered. 23.1 Consent of the Company's Vice President and General Counsel (included in her opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Chicago, State of Illinois, on this 28th day of November, 2000. DIAMOND TECHNOLOGY PARTNERS INCORPORATED By: /S/ Melvyn E. Bergstein ----------------------- Melvyn E. Bergstein, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, the Management Committee of Diamond Technology Partners Incorporated (which administers the employee benefit plan) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized in the City of Chicago, State of Illinois on the 28th day of November, 2000. Diamond Technology Partners Incorporated Amended and Restated 1998 Equity Incentive Plan By: /S/ Melvyn E. Bergstein ----------------------- Melvyn E. Bergstein Management Committee Chairman POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Melvyn E. Bergstein and Michael E. Mikolajczyk, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 28/th/ day of November, 2000. Signature Title /s/ Melvyn E. Bergstein Chairman and Chief Executive Officer (Principal - ---------------------------- Melvyn E. Bergstein Executive Officer) /s/ Karl E. Bupp Chief Financial Officer and Treasurer (Principal - ---------------------------- Karl E. Bupp Financial and Accounting Officer) /s/ Michael E. Mikolajczyk Vice Chairman, Secretary and Director - ---------------------------- Michael E. Mikolajczyk /s/ Adam J. Gutstein President and Director - ---------------------------- Adam J. Gutstein /s/ John J. Sviokla Vice Chairman and Director - ---------------------------- John J. Sviokla /s/ Edward R. Andersen Director - ---------------------------- Edward R. Andersen /s/ Donald R. Caldwell Director - ---------------------------- Donald R. Caldwell /s/ Mark L. Gordon Director - ---------------------------- Mark L. Gordon /s/ Alan C. Kay Director - ---------------------------- Alan C. Kay /s/ John D. Loewenberg Director - ---------------------------- John D. Loewenberg /s/ Christopher J. Moffit Director - ---------------------------- Christopher J. Moffit /s/ Arnold R. Weber Director - ---------------------------- Arnold R. Weber 3 INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 Exhibit Number Description of Document Page 4.1 Restated Certificate of Incorporation of the Company filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 and any amendments thereto (filed with the Commission on February 21, 1997, (File No. 333-17785) (the "Form S-1"), and hereby incorporated by reference). 4.2 Form of Amendment to the Restated Certificate of Incorporation of the Company (filed with the Commission on November 6, 2000, (File No. 333-47830) and hereby incorporated by reference). 4.3 Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to the Form S-1 and hereby incorporated by reference). 4.4 Diamond Technology Partners Incorporated Amended and Restated 1998 Equity Incentive Plan. 4.5 Form of Stock Option Agreement for Non-Partners. 4.6 Form of Stock Option Agreement for Partners. 5.1 Opinion of the Company's Vice President and General Counsel as to the legality of the securities being registered. 23.1 Consent of the Company's Vice President and General Counsel (included in her opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP. 4 EX-4.4 2 0002.txt AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN Exhibit 4.4 DIAMOND TECHNOLOGY PARTNERS INCORPORATED AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN 1. Purpose. The Diamond Technology Partners Incorporated 1998 Equity Incentive Plan (the "Plan") is intended to promote the long-term success of Diamond Technology Partners Incorporated (the "Company") and its stockholders by strengthening the Company's ability to attract and retain highly competent executives and other selected employees and to provide a means to encourage stock ownership and proprietary interest in the Company. 2. Term. The Plan shall become effective upon the date (the "Effective Date") it is approved by the Board of Directors of the Company (the "Board"), subject to its ratification and approval by the affirmative vote of the holders of a majority of the securities of the Company present or represented, and entitled to vote at a meeting of stockholders of the Company, and shall terminate at the close of business on the tenth anniversary of the Effective Date unless terminated earlier under Section 14. Certain awards made with the approval of the Company's Management Committee in March and April 1998 (the "March/April Awards") prior to the Effective Date were intended to be pursuant to the Plan and are therefore included under the Plan. After termination of the Plan, no future awards may be granted, but previously granted awards shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the Plan. 3. Plan Administration. The Company's Management Committee, as constituted from time to time, or any other committee appointed by the Board (the "Committee") shall be responsible for administering the Plan. Except as otherwise provided in the Plan, the Committee shall have full and exclusive power to interpret the Plan and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, and such power shall be executed in the best interests of the Company and in keeping with the objectives of the Plan. The interpretation and construction of any provision of the Plan or any option or right granted hereunder and all determinations by the Committee in each case shall be final, binding and conclusive with respect to all interested parties. 4. Eligibility. Any employee of the Company shall be eligible to receive one or more awards under the Plan. Directors of the Company who are not employed by the Company will be considered "employees" eligible to receive awards under the Plan, but only for purposes of nonqualified stock options. Consultants of the Company qualifying as "employees" within the meaning of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), shall also be eligible to receive awards under the Plan. "Company" includes any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant equity interest, as determined by the Committee. 5. Shares of Common Stock Subject to the Plan. Subject to the provisions of Section 6 of the Plan, the aggregate number of shares of Class B Common Stock, $0.001 par value (and shares of Class A Common Stock into which such Class B Common Stock may be converted), of the Company ("Stock") which may be transferred to participants under the Plan shall be: (i) 13,000,000 shares (including the March/April Awards); plus (ii) any shares that are represented by awards or portions of awards under the Diamond Technology Partners Incorporated 1994 Stock Option Plan, as amended (the "Prior Plan") that are forfeited, expired, cancelled or settled without the issuance of shares; plus (iii) any shares that are represented by options or portions of options not awarded under the Prior Plan but included in clause (i) of Section 3 of the Prior Plan that are forfeited, expired, cancelled or settled without the issuance of shares; plus (iv) any shares issued and included in clause (i) of Section 3 of the Prior Plan that are repurchased by the Company. 5 The aggregate number of shares of Stock that may be covered by awards granted to any single individual under the Plan shall not exceed 150,000 shares per fiscal year of the Company. The aggregate number of shares of Stock that may be granted in the form of incentive stock options ("ISOs") intended to comply with Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") shall be 13,000,000 shares. Shares subject to awards under the Plan which expire, terminate, or are canceled prior to exercise or, in the case of awards granted under Section 8.3, do not vest, shall thereafter be available for the granting of other awards. Shares which have been exchanged by a participant as full or partial payment to the Company in connection with any award under the Plan also shall thereafter be available for the granting of other awards. In instances where a stock appreciation right ("SAR") or other award is settled in cash, the shares covered by such award shall remain available for issuance under the Plan. Likewise, the payment of cash dividends and dividend equivalents paid in cash in conjunction with outstanding awards shall not be counted against the shares available for issuance. Any shares that are issued by the Company, and any awards that are granted through the assumption of, or in substitution for, outstanding awards previously granted by an acquired entity shall not be counted against the shares available for issuance under the Plan. Any shares of Stock issued under the Plan may consist in whole or in part of authorized and unissued shares or of treasury shares, and no fractional shares shall be issued under the Plan. Cash may be paid in lieu of any fractional shares in settlements of awards under the Plan. 6. Adjustments. In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting shares of Stock or share price, such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change shall be made with respect to (1) the aggregate number of shares of Stock that may be issued under the Plan; (2) each outstanding award made under the Plan; and (3) the exercise price per share for any outstanding stock options, SARs or similar awards under the Plan. 7. Fair Market Value. "Fair Market Value," for all purposes of the Plan, shall mean the average of the closing price of a share of Stock on the NASDAQ National Market System for the ten trading days immediately preceding the date of grant. 8. Awards. Except as otherwise provided in this Section 8, the Committee shall determine the type or types of award(s) to be made to each participant and the number of shares of Stock subject to each such award, and any other terms, conditions and limitations applicable to such award. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to or as the payment form for grants or rights under any other compensation plan or individual contract or agreement of the Company including those of any acquired entity. The types of awards that may be granted under the Plan are: 8.1 Stock Options. A stock option is a right to purchase a specified number of shares of Stock during a specified period. The purchase price per share for each stock option shall be not less than 100% of Fair Market Value on the date of grant, except if a stock option is granted retroactively in tandem with or as a substitution for a SAR, the exercise price may be no lower than the Fair Market Value of a share as set forth in award agreements for such tandem or replaced SAR. A stock option may be in the form of an ISO which complies with Section 422 of the Code. The price at which shares may be purchased under a stock option shall be paid in full by the optionee at the time of the exercise in cash or such other method permitted by the Committee, including (1) tendering shares; (2) authorizing a third party to sell the shares (or a sufficient portion thereof) acquired upon exercise of a stock option and assigning the delivery to the Company of a sufficient amount of the sale proceeds to pay for all the shares acquired through such exercise; or (3) any combination of the above. 8.2 SARs. A SAR is a right to receive a payment, in cash and/or shares, equal to the excess of the Fair Market Value of a specified number of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the SAR was granted as set forth in the applicable award agreement; except that 6 if a SAR is granted retroactively in tandem with or in substitution for a stock option, the designated Fair Market Value set forth in the award agreement shall be no lower than the Fair Market Value of a share for such tandem or replaced stock option. 8.3 Stock Awards. A stock award is a grant made or denominated in shares or units equivalent in value to shares. All or part of any stock award may be subject to conditions and restrictions as set forth in the applicable award agreement, which may be based on continuous service with the Company or the achievement of performance goals related to profits, profit growth, profit-related return ratios, cash flow or total stockholder return, where such goals may be stated in absolute terms or relative to comparable companies. 9. Dividends and Dividend Equivalents. Any awards under the Plan may earn dividends or dividend equivalents as set forth in the applicable award agreement. Such dividends or dividend equivalents may be paid currently or may be credited to a participant's account. Any crediting of dividends or dividend equivalents may be subject to such restrictions and conditions may be established in the applicable award agreement, including reinvestment in additional shares or share equivalents. 10. Deferrals and Settlements. Payment of awards may be in the form of cash, stock, other awards or combinations thereof as shall be determined at the time of grant, and with such restrictions as may be imposed in the award agreement. The Committee also may require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under the Plan. It also may provide that deferred settlements include the payment or crediting of interest on the deferral amounts, or the payment or crediting of dividend equivalents where the deferral amounts are denominated in shares. 11. Transferability and Exercisability. Awards granted under the Plan shall not be transferable or assignable other than (1) by will or the laws of descent and distribution; (2) by gift or other transfer of an award to any trust or estate in which the original award recipient or such recipient's spouse or other immediate relative has a substantial beneficial interest, or to a spouse or other immediate relative, provided that any such transfer is permitted by Rule 16b-3 under the Exchange Act as in effect when such transfer occurs and the Board does not rescind this provision prior to such transfer; or (3) pursuant to a domestic relations order (as defined by the Code). However, any award so transferred shall continue to be subject to all the terms and conditions contained in the instrument evidencing such award. 12. Award Agreements. Awards under the Plan shall be evidenced by agreements as approved by the Committee that set forth the terms, conditions and limitations for each award, which may include the term of an award (except that in no event shall the term of any ISO exceed a period of ten years from the date of its grant), the provisions applicable in the event the participant's employment terminates, and the Committee's authority to amend, modify, suspend, cancel or rescind any award. The Committee need not require the execution of any such agreement, in which case acceptance of the award by the participant shall constitute agreement to the terms of the award. 13. Acceleration and Settlement of Awards. The Committee shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation or change of control of the Company, as defined by the Committee, to provide for the acceleration of vesting and for settlement, including cash payment of an award granted under the Plan, upon or immediately before the effectiveness of such event. However, the granting of awards under the Plan shall in no way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any portion of its businesses or assets. 14. Plan Amendment. The Plan may be amended by the Committee as it deems necessary or appropriate to better achieve the purposes of the Plan, except that no such amendment shall be made without the approval of the Company's stockholders which would increase the number of shares available for issuance in accordance with Sections 5 and 6 of the Plan. The Board may suspend the Plan or terminate the Plan at any time; provided, that no such action shall adversely affect any outstanding benefit. Any shares authorized under Section 5 (or 7 any amendment thereof) with respect to which no Award is granted prior to termination of the Plan, or with respect to which an Award is terminated, forfeited or canceled after termination of the Plan, shall automatically be transferred to any subsequent stock incentive plan or similar plan for employees of the Company. 15. Tax Withholding. The Company shall have the right to deduct from any settlement of an award made under the Plan, including the delivery or vesting of shares, a sufficient amount to cover withholding of any federal, state or local taxes required by law, or to take such other action as may be necessary to satisfy any such withholding obligations. The Committee may, in its discretion and subject to such rules as it may adopt, permit participants to use shares to satisfy required tax withholding and such shares shall be valued at the Fair Market Value as of the settlement date of the applicable award. 16. Registration of Shares. Notwithstanding any other provision of the Plan, the Company shall not be obligated to offer or sell any shares unless such shares are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and the offer and sale of such shares are otherwise in compliance with all applicable federal and state securities laws and the requirements of any stock exchange or similar agency on which the Company's securities may then be listed or quoted. The Company shall have no obligation to register the shares under the federal securities laws or take any other steps as may be necessary to enable the shares to be offered and sold under federal or other securities laws. Prior to receiving shares a Plan participant may be required to furnish representations or undertakings deemed appropriate by the Company to enable the offer and sale of the shares or subsequent transfers of any interest in such shares to comply with the Securities Act and other applicable securities laws. Certificates evidencing shares shall bear any legend required by, or useful for the purposes of compliance with, applicable securities laws, this Plan or award agreements. 17. Other Benefit and Compensation Programs. Unless otherwise specifically determined by the Committee, settlements of awards received by participants under the Plan shall not be deemed a part of a participant's regular, recurring compensation for purposes of calculating payments or benefits from any Company benefit plan or severance program. Further, the Company may adopt other compensation programs, plans or arrangements as it deems appropriate or necessary. 18. Unfunded Plan. Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any participant or other person. To the extent any person holds any rights by virtue of an award granted under the Plan, such rights shall be no greater than the rights of an unsecured general creditor of the Company. 19. Use of Proceeds. The cash proceeds received by the Company from the issuance of shares pursuant to awards under the Plan shall constitute general funds of the Company. 20. Regulatory Approvals. The implementation of the Plan, the granting of any award under the Plan, and the issuance of shares upon the exercise or settlement of any award shall be subject to the Company's procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the awards granted under it or the shares issued pursuant to it. 21. Employment Rights. The Plan does not constitute a contract of employment and participation in the Plan will not give a participant the right to continue in the employ of the Company on a full-time, part-time or any other basis. Participation in the Plan will not give any participant any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. 22. Governing Law. The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be determined in accordance with the laws of the State of Illinois and applicable federal law. 23. Successors and Assigns. The Plan shall be binding on all successors and assigns of a participant, including, without limitation, the estate of such participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the participant's creditors. 8 EX-4.5 3 0003.txt FORM OF STOCK OPTION AGREEMENT FOR NON-PARTNERS Exhibit 4.5 DIAMOND TECHNOLOGY PARTNERS INCORPORATED 1998 EQUITY INCENTIVE PLAN FORM OF 1998 NON-PARTNER STOCK OPTION AGREEMENT ----------------------------------------------- WHEREAS, Diamond Technology Partners Incorporated, a Delaware corporation (the "Company"), has adopted the Diamond Technology Partners Incorporated 1998 Equity Incentive Plan, as amended from time to time and incorporated herein (the "Plan"), which provides for, among other things, the grant of qualified and/or nonqualified stock options to employees of the Company as selected by the Committee to purchase shares of $.001 par value common stock of the Company; WHEREAS, the individual designated on the attached "Notice of Grant of Stock Options" (the "Optionee") has been selected by the Committee to receive an Option in accordance with the provisions of the Plan; and WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the Option. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained and as an inducement to the Optionee to begin employment with the Company or to continue as an employee of the Company, the parties hereto hereby agree as follows: 1. Definitions. ----------- All capitalized terms used herein shall have the same meanings as are ascribed to them in the Plan, unless expressly provided otherwise in this Agreement. "Agreement" means this Stock Option Agreement. "Committee" means the Company's Management Committee, as constituted from time to time, or any other committee appointed by the board of directors of the Company. "Date of Grant" means the date this Option is granted, as set forth in the Notice of Grant. "Disability" means any medically determinable physical or mental impairment which prevents the Optionee from engaging in any substantial gainful activity and 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 12 months. Disability shall be determined by the Committee based upon medical reports and other evidence satisfactory to the Committee. 9 "Employee" means an employee of the Company. "Exercise Price" means the purchase price of the Option Shares, as set forth in the Notice of Grant. "Expiration Date" means the termination date of the Option, as set forth in the Notice of Grant. "Fair Market Value" means the average of the closing price of a share of Class A common stock on the NASDAQ National Market System for the ten trading days immediately preceding the Date of Grant. "Notice of Grant" means the "Notice of Grant of Stock Options" attached hereto and incorporated herein by reference. "Option" means the option to purchase shares of Stock evidenced by this Agreement and the Notice of Grant. "Option Shares" means the shares of Stock subject to the Option. "Stock" means the $.001 per share par value Class A or Class B common stock of the Company. "Vest Date" means the date upon which the Option becomes vested, as set forth in the Notice of Grant. "VSRA" means that certain Second Amended and Restated Voting and Stock Restriction Agreement dated as of the 4th day of August, 1997, among the Company and the stockholders of the Company, as amended from time to time. 2. Grant of Option. --------------- The Committee hereby awards to the Optionee this Option to purchase all or any part of the Option Shares at the Exercise Price, on the terms and conditions set forth herein and subject in all respects to the terms and provisions of the Plan and the Notice of Grant, which terms and conditions are incorporated herein by reference. 3. Restrictions on Transfer. ------------------------ This Option may not be transferred, assigned, pledged or hypothecated in any way and will not be subject to execution, attachment or similar process, except by will or under the laws of descent and distribution. 4. Vesting of Option. ----------------- (a) This Option is exercisable only upon and after the Vest Date. (b) The Optionee's vesting rights herein are predicated upon the Optionee's continuous employment with the Company from the Date of Grant to the Vest Date. Except as provided below, no portion of this Option shall vest after the date the 10 Optionee ceases to be an Employee for any reason, and any unvested portion of this Option in such case shall be canceled as of that date. (c) Notwithstanding anything to the contrary in this Agreement or the Notice of Grant, if the Optionee dies or suffers a Disability prior to a Vest Date, and the Optionee was an Employee at the time of such death or Disability, the unvested portion of this Option shall automatically vest on the date of such death or Disability. 5. When Option May Be Exercised. ---------------------------- (a) Except as otherwise provided in this section, the vested portion of this Option shall be exercised, if at all, by the Optionee at any time before the Expiration Date. (b) If the Optionee ceases to be an Employee because of death, the Optionee's vested Options shall be exercised, if at all, by the person or entity (including the Optionee's estate) that has obtained the Optionee's rights under the Option by will or under the laws of descent and distribution, at any time before the Expiration Date. (c) If the Optionee ceases to be an Employee because of Disability, the Optionee's vested Options must be exercised, if at all, not later than twelve months following the date the Optionee ceases to be an Employee. (d) If the Optionee ceases to be an Employee for any reason other than death or Disability, the Optionee's vested Options must be exercised, if at all, not later than 90 days following the date the Optionee ceases to be an Employee. Any unvested portion of this Option terminates immediately upon the cessation of employment of the Optionee. (e) The Committee shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation or change of control of the Company, as defined by the Committee, to provide for the acceleration of vesting and for settlement, including cash payment, of the Option upon or immediately before the effectiveness of such event. (f) Notwithstanding anything else in this Agreement to the contrary, in no event shall the Optionee exercise this Option until the Company, pursuant to the terms of its restated certificate of incorporation, has authorized for issuance the shares issuable upon exercise of this Option. 6. Exercise of Option. ------------------ (a) During the Optionee's lifetime, this Option shall be exercisable only by the Optionee or his or her legal representative or guardian. In the event of the Optionee's death, this Option shall be exercisable by the person or entity (including the Optionee's estate) that has obtained the Optionee's rights under the Option by will or under the laws of descent and distribution. (b) This Option may be exercised by submitting to the Company: (1) a Notice of Exercise in the form attached hereto as Exhibit A, (2) any other written representations, covenants, and other undertakings that the Company may prescribe pursuant to the VSRA or any other source, or to satisfy securities laws and regulations or other requirements, and (3) a personal, certified or bank cashier's check payable to the order of the Company in an amount equal to the full purchase price of the Option Shares to be purchased. 11 (c) Notwithstanding the foregoing, if permitted by the Committee, payment of such purchase price may be made in (i) previously owned whole shares of Stock (for which the Optionee has good title, free and clear of all liens and encumbrances), having a value determined by the closing price of a share of Stock on the NASDAQ National Market System (the "NASDAQ Price") on the date of exercise, the total amount being equal to the aggregate purchase price of the Option Shares to be purchased, (ii) by authorizing the Company to retain whole shares having a value determined by the NASDAQ Price on the date of exercise, the total amount being equal to the aggregate purchase price of the Option Shares to be purchased, which whole shares would otherwise be issuable upon exercise of the Option, (iii) in cash by a broker-dealer to whom the Optionee has submitted an irrevocable notice of exercise, or (iv) a combination of cash, (i) and (ii). (d) Upon consent of the Committee, the Optionee may elect to defer delivery of the Option Shares by notifying the Committee and acting in accordance with rules and procedures established by the Committee. Prior to delivery of the deferred Option Shares to the Optionee: (i) the Option Shares may not be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution; (ii) the Optionee shall have none of the rights of a shareholder with respect to the Option Shares; and (iii) nothing contained in this Agreement shall give any rights to the Optionee that are greater than those of a general creditor of the Company. 7. Modification of Option. ---------------------- At any time and from time to time the Committee may modify, extend or renew this Option, provided that no such modification, extension or renewal shall impair in any respect the benefit of the Option to the Optionee without the consent of the Optionee. 8. Stockholder Rights. ------------------ The Optionee shall have none of the rights of a stockholder with respect to the Option Shares until: (i) the transfer of such shares to the Optionee has been duly recorded on the stock transfer books of the Company upon the exercise of the Option; and (ii) the Optionee shall execute and deliver to the Company, in the form prescribed by the Company, either a counterpart of the VSRA or an agreement under which the Optionee adopts and agrees to be bound by the VSRA. The certificates representing the Option Shares purchased shall bear the legends provided in the VSRA and other required legends. 9. Incentive Stock Option. ---------------------- If the Notice of Grant states that the Option is an incentive stock option, this Option is intended to be and shall for all purposes be treated as an incentive stock option under Section 422 of the Internal Revenue Code (the "Code"). To the extent that the aggregate Fair Market Value (as of the Date of Grant) of the Option Shares issuable under all Options (including this Option) granted to an individual which are exercisable for the first time by such individual during any calendar year exceeds $100,000, such Options shall be treated as Options that are not "incentive stock options" under the Code. In the event that the Committee modifies the vesting of the Option or some other action occurs which affects the treatment of the Option, negatively or positively, or the laws relating 12 to the Option change, this Option shall be treated as an incentive stock option to the maximum extent allowed by law. 10. Other Documents. --------------- The Optionee acknowledges receipt of copies of the Plan and the VSRA, and agrees to all of the respective terms, conditions, restrictions and limitations contained therein. 11. Stockholder Approval of Plan. ---------------------------- This Option is subject to the approval of the Plan by the stockholders of the Company at the 1998 annual meeting of the stockholders of the Company or an adjournment thereof. If such approval is not granted, then this Option is void in its entirety, regardless of any vesting which shall have occurred hereunder. Until approval of the Plan by the stockholders of the Company, no exercise of Options shall be allowed. 12. Notices. ------- All notices by one party to the other under this Agreement shall be in writing. Any notice under this Agreement to the Committee or to the Company shall be addressed to the Company at Suite 3000, 875 N. Michigan Avenue, Chicago, Illinois 60611, and any notice to the Optionee shall be addressed to the Optionee at the address listed on the Notice of Grant. If mailed by United States mail, properly addressed and proper postage prepaid or if sent by recognized overnight courier service, notice shall be effective on the date of mailing or delivery to such courier. If served personally, notice shall be effective as of the date of delivery to the address of the party to whom the notice is addressed. If the effective date as provided above is not a business day, the effective date shall be the next regular business day. Either party may at any time notify the other in writing of a new address for service of notice upon that party. 13. Severability. ------------ If any provision of this Agreement for any reason should be found by any arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality, or enforceability of any remaining provision or portion hereof, which remaining provision or portion shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion eliminated. 14. Agreed Forum. ------------ All acts required to be performed by the Optionee hereunder shall be deemed to be performed in Chicago, Cook County, Illinois, and the Optionee hereby submits to the jurisdiction of any state or Federal court located in Chicago, Illinois and waives any and all objections to the jurisdiction of such courts and the venue of any action brought therein. 15. Arbitration. ----------- In the event of a dispute relating to this Stock Option Agreement, the parties agree to attempt in good faith to resolve the dispute among themselves. If this is unsuccessful, the parties shall attempt to mutually agree on an alternative dispute resolution mechanism. If the parties cannot so agree on an alternative dispute resolution mechanism, then the parties shall submit 13 this dispute to binding arbitration under the Commercial Rules of the American Arbitration Association. The parties shall each bear one-half (1/2) of the costs of the alternative dispute resolution mechanism. In the event arbitration is chosen, each party shall select an arbitrator of its choice within 20 days of the giving or receipt of notice of arbitration. The two, in turn, shall choose a third presiding arbitrator. If the two shall be unable to agree upon the presiding arbitrators or if any party fails or refuses to appoint an arbitrator, the appointing authority shall have the power to make an appointment. The award of the arbitrators, which shall be in writing and furnished within thirty days of the last day of the hearing, shall be final and binding upon the parties and neither party shall appeal the award to any court. Judgement for enforcement of the award of the arbitrators may be entered in any court having jurisdiction thereof. The parties acknowledge that this provision and any award rendered pursuant to it shall be governed by the federal Uniform Arbitration Act. 16. Equitable Relief. ---------------- The Company shall be entitled to enforce the terms and provisions of this Agreement by an action for injunction or specific performance or an action for damages or all of them, or may be made the subject of the arbitration proceedings described in the preceding section. 17. Applicable State Law. -------------------- This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois. 14 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the __ day of May 2000. OPTIONEE _________________________________ DIAMOND PARTNERS INCORPORATED By:______________________________________ Title:___________________________________ 15 EXHIBIT A TO DIAMOND TECHNOLOGY PARTNERS INCORPORATED 1998 NON-PARTNER STOCK OPTION AGREEMENT NOTICE OF EXERCISE Reference is made to the Notice of Grant having a Date of Grant of ____ and the 1998 Non-Partner Stock Option Agreement, both as accepted by ______________ __________ (the "Optionee"). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the 1998 Non-Partner Stock Option Agreement. The Optionee hereby irrevocably exercises the option for and purchases ________ _______ shares of Stock. The full purchase price for the shares of Stock being purchased hereunder, calculated in accordance with the Notice of Grant and the 1998 Non-Partner Stock Option Agreement, is $_______________, and the Optionee is delivering to the Company simultaneously with the delivery of this Notice of Exercise a personal, certified or bank cashier's check payable to the order of the Company in such amount. The shares of Stock being purchased hereunder are being acquired for the Optionee's own account and not with a view to distribution thereof in violation of applicable Federal or state securities laws. The Optionee hereby agrees to be bound, with respect to the shares of Stock being purchased hereunder, by the VSRA and agrees to execute or adopt such VSRA in the form as required by the Company, as a condition to receipt of the Stock. The Optionee requests that certificates for the shares of Stock being purchased hereunder be issued in the name of and delivered to the following person and address: __________________________________ __________________________________ __________________________________ Dated as of: ____________________ ______________________________ (Signature) ______________________________ (Name) ______________________________ (Signature of Spouse) ______________________________ (Name) (to be executed only upon exercise of the Option) 16 EX-4.6 4 0004.txt FORM OF STOCK OPTION AGREEMENT FOR PARTNERS Exhibit 4.6 ----------- DIAMOND TECHNOLOGY PARTNERS INCORPORATED 1998 EQUITY INCENTIVE PLAN FORM OF 1998 PARTNER STOCK OPTION AGREEMENT ------------------------------------------- WHEREAS, Diamond Technology Partners Incorporated, a Delaware corporation (the "Company"), has adopted the Diamond Technology Partners Incorporated 1998 Equity Incentive Plan, as amended from time to time and incorporated herein (the "Plan"), which provides for, among other things, the grant of qualified and/or nonqualified stock options to employees of the Company as selected by the Committee to purchase shares of $.001 par value common stock of the Company; WHEREAS, the individual designated on the attached "Notice of Grant of Stock Options" (the "Optionee") has been selected by the Committee to receive an Option in accordance with the provisions of the Plan; and WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the Option. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained and as an inducement to the Optionee to begin employment with the Company or to continue as an employee of the Company, the parties hereto hereby agree as follows: 1. Definitions. ----------- All capitalized terms used herein shall have the same meanings as are ascribed to them in the Plan, unless expressly provided otherwise in this Agreement. "Agreement" means this Stock Option Agreement. "Committee" means the Company's Management Committee, as constituted from time to time, or any other committee appointed by the board of directors of the Company. "Date of Grant" means the date this Option is granted, as set forth in the Notice of Grant. "Disability" means any medically determinable physical or mental impairment which prevents the Optionee from engaging in any substantial gainful activity and 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 12 months. Disability shall be determined by the Committee based upon medical reports and other evidence satisfactory to the Committee. "Employee" means an employee of the Company. "Exercise Price" means the purchase price of the Option Shares, as set forth in the Notice of Grant. 17 "Expiration Date" means the termination date of the Option, as set forth in the Notice of Grant. "Fair Market Value" means the average of the closing price of a share of Class A common stock on the NASDAQ National Market System for the ten trading days immediately preceding the Date of Grant. "Notice of Grant" means the "Notice of Grant of Stock Options" attached hereto and incorporated herein by reference. "Option" means the option to purchase shares of Stock evidenced by this Agreement and the Notice of Grant. "Option Shares" means the shares of Stock subject to the Option. "Partner" means the internal company designation for such position. "Partner Compensation Program" means the Diamond Technology Partners Incorporated Partner Compensation Program effective April 15, 1996, as amended from time to time. "Stock" means the $.001 per share par value Class A or Class B common stock of the Company. "Vest Date" means the date upon which the Option becomes vested, as set forth in the Notice of Grant. "VSRA" means that certain Second Amended and Restated Voting and Stock Restriction Agreement dated as of the 4th day of August, 1997, among the Company and the stockholders of the Company, as amended from time to time. 2. Grant of Option. --------------- The Committee hereby awards to the Optionee this Option to purchase all or any part of the Option Shares at the Exercise Price, on the terms and conditions set forth herein and subject in all respects to the terms and provisions of the Plan and the Notice of Grant, which terms and conditions are incorporated herein by reference. 3. Restrictions on Transfer. ------------------------ This Option may not be transferred, assigned, pledged or hypothecated in any way and will not be subject to execution, attachment or similar process, except by will or under the laws of descent and distribution. 4. Vesting of Option. ----------------- (a) This Option is exercisable only upon and after the Vest Date. 18 (b) The Optionee's vesting rights herein are predicated upon the Optionee's continuous employment with the Company from the Date of Grant to the Vest Date. Except as provided below, no portion of this Option shall vest after the date the Optionee ceases to be an Employee for any reason, and any unvested portion of this Option in such case shall be canceled as of that date. (c) Notwithstanding anything to the contrary in this Agreement or the Notice of Grant, if the Optionee dies or suffers a Disability prior to a Vest Date, and the Optionee was an Employee at the time of such death or Disability, or if the Optionee retires (i) at or after age 62 or (ii) at or after age 50 and after accruing five years of service as a Partner of the Company after February 25, 1997, the unvested portion of this Option shall automatically vest on the date of such death, Disability or retirement. 5. When Option May Be Exercised. ---------------------------- (a) Except as otherwise provided in this section, the vested portion of this Option shall be exercised, if at all, by the Optionee at any time before the Expiration Date. (b) If the Optionee ceases to be an Employee because of death, the Optionee's vested Options shall be exercised, if at all, by the person or entity (including the Optionee's estate) that has obtained the Optionee's rights under the Option by will or under the laws of descent and distribution, at any time before the Expiration Date. (c) If the Optionee ceases to be an Employee because of Disability, the Optionee's vested Options must be exercised, if at all, not later than twelve months following the date the Optionee ceases to be an Employee. (d) If the Optionee ceases to be an Employee for any reason other than death or Disability, the Optionee's vested Options must be exercised, if at all, not later than ninety (90) days following the date the Optionee ceases to be an Employee. Any unvested portion of this Option terminates immediately upon the cessation of employment of the Optionee. (e) The Committee shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation or change of control of the Company, as defined by the Committee, to provide for the acceleration of vesting and for settlement, including cash payment, of the Option upon or immediately before the effectiveness of such event. (f) Notwithstanding anything else in this Agreement to the contrary, in no event shall the Optionee exercise this Option until the Company, pursuant to the terms of its restated certificate of incorporation, has authorized for issuance the shares issuable upon exercise of this Option. 6. Exercise of Option. ------------------ (a) During the Optionee's lifetime, this Option shall be exercisable only by the Optionee or his or her legal representative or guardian. In the event of the Optionee's death, this Option shall be exercisable by the person or entity (including the Optionee's estate) that has obtained the Optionee's rights under the Option by will or under the laws of descent and distribution. (b) This Option may be exercised by submitting to the Company: (1) a Notice of Exercise in the form attached hereto as Exhibit A, (2) any other written 19 representations, covenants, and other undertakings that the Company may prescribe pursuant to the VSRA, the Equity Sales Program of the Partner Compensation Program, or any other source, or to satisfy securities laws and regulations or other requirements, and (3) a personal, certified or bank cashier's check payable to the order of the Company in an amount equal to the full purchase price of the Option Shares to be purchased. (c) Notwithstanding the foregoing, if permitted by the Committee, payment of such purchase price may be made in (i) previously owned whole shares of Stock (for which the Optionee has good title, free and clear of all liens and encumbrances), having a value determined by the closing price of a share of Stock on the NASDAQ National Market System (the "NASDAQ Price") on the date of exercise, the total amount being equal to the aggregate purchase price of the Option Shares to be purchased, (ii) by authorizing the Company to retain whole shares having a value determined by the NASDAQ Price on the date of exercise, the total amount being equal to the aggregate purchase price of the Option Shares to be purchased, which whole shares would otherwise be issuable upon exercise of the Option, (iii) in cash by a broker-dealer to whom the Optionee has submitted an irrevocable notice of exercise, or (iv) a combination of cash, (i) and (ii). (d) Upon consent of the Committee, the Optionee may elect to defer delivery of the Option Shares by notifying the Committee and acting in accordance with rules and procedures established by the Committee. Prior to delivery of the deferred Option Shares to the Optionee: (i) the Option Shares may not be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution; (ii) the Optionee shall have none of the rights of a shareholder with respect to the Option Shares; and (iii) nothing contained in this Agreement shall give any rights to the Optionee that are greater than those of a general creditor of the Company. 7. Modification of Option. ---------------------- At any time and from time to time the Committee may modify, extend or renew this Option, provided that no such modification, extension or renewal shall impair in any respect the benefit of the Option to the Optionee without the consent of the Optionee. 8. Stockholder Rights. ------------------ The Optionee shall have none of the rights of a stockholder with respect to the Option Shares until: (i) the transfer of such shares to the Optionee has been duly recorded on the stock transfer books of the Company upon the exercise of the Option; and (ii) the Optionee shall execute and deliver to the Company, in the form prescribed by the Company, either a counterpart of the VSRA or an agreement under which the Optionee adopts and agrees to be bound by the VSRA. The certificates representing the Option Shares purchased shall bear the legends provided in the VSRA, the Partner Compensation Program, and other required legends. 9. Incentive Stock Option. ---------------------- 20 If the Notice of Grant states that the Option is an incentive stock option, this Option is intended to be and shall for all purposes be treated as an incentive stock option under Section 422 of the Internal Revenue Code (the "Code"). To the extent that the aggregate Fair Market Value (as of the Date of Grant) of the Option Shares issuable under all Options (including this Option) granted to an individual which are exercisable for the first time by such individual during any calendar year exceeds $100,000, such Options shall be treated as Options that are not "incentive stock options" under the Code. In the event that the Committee modifies the vesting of the Option or some other action occurs which affects the tax-advantaged treatment of the Option, negatively or positively, or the laws relating to the Option change, this Option shall be treated as an incentive stock option to the maximum extent allowed by law. 10. Other Documents. --------------- The Optionee acknowledges receipt of copies of the Plan, the VSRA and the Partner Compensation Program, and agrees to all of the respective terms, conditions, restrictions and limitations contained therein. 11. Stockholder Approval of Plan. ---------------------------- This Option is subject to the approval of the Plan by the stockholders of the Company at the 1998 annual meeting of the stockholders of the Company or an adjournment thereof. If such approval is not granted, then this Option is void in its entirety, regardless of any vesting which shall have occurred hereunder. Until approval of the Plan by the stockholders of the Company, no exercise of Options shall be allowed. 12. Notices. ------- All notices by one party to the other under this Agreement shall be in writing. Any notice under this Agreement to the Committee or to the Company shall be addressed to the Company at Suite 3000, 875 N. Michigan Avenue, Chicago, Illinois 60611, and any notice to the Optionee shall be addressed to the Optionee at the address listed on the Notice of Grant. If mailed by United States mail, properly addressed and proper postage prepaid or if sent by recognized overnight courier service, notice shall be effective on the date of mailing or delivery to such courier. If served personally, notice shall be effective as of the date of delivery to the address of the party to whom the notice is addressed. If the effective date as provided above is not a business day, the effective date shall be the next regular business day. Either party may at any time notify the other in writing of a new address for service of notice upon that party. 13. Severability. ------------ If any provision of this Agreement for any reason should be found by any arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality, or enforceability of any remaining provision or portion hereof, which remaining provision or portion shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion eliminated. 21 14. Agreed Forum. ------------ All acts required to be performed by the Optionee hereunder shall be deemed to be performed in Chicago, Cook County, Illinois, and the Optionee hereby submits to the jurisdiction of any state or Federal court located in Chicago, Illinois and waives any and all objections to the jurisdiction of such courts and the venue of any action brought therein. 15. Arbitration. ----------- In the event of a dispute relating to this Stock Option Agreement, the parties agree to attempt in good faith to resolve the dispute among themselves. If this is unsuccessful, the parties shall attempt to mutually agree on an alternative dispute resolution mechanism. If the parties cannot so agree on an alternative dispute resolution mechanism, then the parties shall submit this dispute to binding arbitration under the Commercial Rules of the American Arbitration Association. The parties shall each bear one-half (1/2) of the costs of the alternative dispute resolution mechanism. In the event arbitration is chosen, each party shall select an arbitrator of its choice within 20 days of the giving or receipt of notice of arbitration. The two, in turn, shall choose a third presiding arbitrator. If the two shall be unable to agree upon the presiding arbitrators or if any party fails or refuses to appoint an arbitrator, the appointing authority shall have the power to make an appointment. The award of the arbitrators, which shall be in writing and furnished within thirty days of the last day of the hearing, shall be final and binding upon the parties and neither party shall appeal the award to any court. Judgement for enforcement of the award of the arbitrators may be entered in any court having jurisdiction thereof. The parties acknowledge that this provision and any award rendered pursuant to it shall be governed by the federal Uniform Arbitration Act. 16. Equitable Relief. ---------------- The Company shall be entitled to enforce the terms and provisions of this Agreement by an action for injunction or specific performance or an action for damages or all of them, or may be made the subject of the arbitration proceedings described in the preceding section. 17. Applicable State Law. -------------------- This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois. 22 EXHIBIT A TO DIAMOND TECHNOLOGY PARTNERS INCORPORATED 1998 PARTNER STOCK OPTION AGREEMENT NOTICE OF EXERCISE Reference is made to the Notice of Grant having a Date of Grant of April 23, 1999 and the 1998 Partner Stock Option Agreement, both as accepted by (the "Optionee"). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the 1998 Partner Stock Option Agreement. The Optionee hereby irrevocably exercises the option for and purchases _______________ shares of Stock. The full purchase price for the shares of Stock being purchased hereunder, calculated in accordance with the Notice of Grant and the 1998 Partner Stock Option Agreement, is $_______________, and the Optionee is delivering to Diamond Technology Partners Incorporated (the "Company") simultaneously with the delivery of this Notice of Exercise a personal, certified or bank cashier's check payable to the order of the Company in such amount. The shares of Stock being purchased hereunder are being acquired for the Optionee's own account and not with a view to distribution thereof in violation of applicable Federal or state securities laws. The Optionee hereby agrees to be bound, with respect to the shares of Stock being purchased hereunder, by the VSRA and the Partner Compensation Program, including the Equity Sales Program, and agrees to execute or adopt such VSRA in the form as required by the Company, as a condition to receipt of the Stock. The Optionee requests that certificates for the shares of Stock being purchased hereunder be issued in the name of and delivered to the following person and address: __________________________________ __________________________________ __________________________________ Dated as of:____________________ ______________________________ (Signature) ______________________________ (Name) ______________________________ (Signature of Spouse) ______________________________ (Name) (to be executed only upon exercise of the Option) 23 EX-5.1 5 0005.txt OPINION AS TO THE LEGALITY OF THE SECURITIES EXHIBIT 5.1 November 28, 2000 Diamond Technology Partners Incorporated 875 North Michigan Avenue, Suite 3000 Chicago, Illinois 60611 Re: 9,500,000 Shares of Class B Common Stock, $.001 par value, of Diamond Technology Partners Incorporated Dear Sir or Madam: I refer to the Registration Statement on Form S-8 filed November 28, 2000 (the "Registration Statement") filed by Diamond Technology Partners Incorporated (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), which increases the shares of Class B Common Stock previously registered on the Registration Statement on Form S-8 filed November 24, 1998 (File No. 333-67899). An additional 7,750,000 shares of Class B Common Stock, $.001 par value (the "Shares"), of the Company may be issued pursuant to the Diamond Technology Partners Incorporated Amended and Restated 1998 Equity Incentive Plan (the "Plan"). I am familiar with the proceedings to date with respect to the Plan and the proposed issuance and sale of the Shares and have examined such records, documents and questions of law, and I am satisfied as to such matters of fact, as I have considered relevant and necessary as a basis for this opinion. Based on the foregoing, I am of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. Assuming that all required actions of the directors and stockholders relating to the offering of the Shares are taken, including necessary resolutions, the Shares will be, as and when acquired in accordance with the terms and conditions of the Plan, legally issued, fully paid and non-assessable under the Delaware General Corporation Law. I do not find it necessary for the purposes of this opinion to cover, and accordingly I express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Nancy K. Bellis ------------------------------------------- Vice President and General Counsel of Diamond Technology Partners Incorporated 24 EX-23.2 6 0006.txt CONSENT OF KPMG LLP. EXHIBIT 23.2 Consent of KPMG LLP The Stockholders and Board of Directors Diamond Technology Partners Incorporated: We consent to incorporation by reference in this Registration Statement on Form S-8 of Diamond Technology Partners Incorporated of our reports dated April 18, 2000, relating to the consolidated balance sheets of Diamond Technology Partners Incorporated and subsidiaries as of March 31, 1999 and 2000, and the related consolidated statements of net income and comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended March 31, 2000, and the related schedule, which reports appear in the March 31, 2000 annual report on Form 10-K of Diamond Technology Partners Incorporated. /s/ KPMG LLP Chicago, Illinois November 28, 2000 25 -----END PRIVACY-ENHANCED MESSAGE-----