<PAGE> 1
EXHIBIT 4.2
HUMAN CODE, INC.
1994 STOCK OPTION/STOCK ISSUANCE PLAN
-------------------------------------
(AS AMENDED AUGUST 28, 1998)
ARTICLE I
GENERAL PROVISIONS
------------------
1. PURPOSE
This 1994 Stock Option/Stock Issuance Plan ("Plan") is intended to
promote the interests of Human Code, Inc., a Delaware corporation (the
"Corporation"), by providing individuals who render valuable services to the
Corporation (or any Parent or Subsidiary) with the opportunity to acquire
ownership interests in the Corporation so as to encourage them to continue to
render services to the Corporation (or any Parent or Subsidiary).
2. STRUCTURE OF THE PLAN; TERMINOLOGY
This Plan has two separate components: the Option Grant Program set
forth in Article II (the "Option Grant Program") and the Stock Issuance Program
set forth in Article III (the "Stock Issuance Program"). For the purposes of
this Plan, any capitalized term shall have the meaning assigned under Article
IV, Section 8 hereof.
3. ADMINISTRATION OF THE PLAN
A. This Plan shall be administered either by the Board or a
compensation committee of the Board of two (2) or more Board members appointed
by the Board to which the Board has delegated administrative functions under the
Plan (the "Plan Administrator"). Members of any committee to which the Board has
delegated any administrative functions shall serve for such terms as the Board
shall determine and subject to the Board's right of removal. All delegations of
authority to any committee shall be and remain revocable by the Board.
B. The Plan Administrator shall have full power and authority to
implement, interpret and administer the Plan, to establish all such rules and
regulations as it deems appropriate, and to make such determinations under the
Plan and any outstanding option grants or share issuances as it deems necessary
or advisable. Decisions of the Plan Administrator shall be final and binding on
all parties who have an interest in the Plan or any outstanding option or share
issuance.
4. SELECTION OF OPTIONEES AND PARTICIPANTS
A. The persons eligible to receive share issuances under the Stock
Issuance Program and/or option grants pursuant to the Option Grant Program are
limited to Employees; non-employee members of the Board of the Corporation (or
of any Parent or Subsidiary); and consultants and other independent contractors
who provide valuable services to the Corporation (or of any Parent or
Subsidiary).
<PAGE> 2
B. The Plan Administrator shall have the absolute discretion and
authority to determine, subject to the provisions of this Plan, the terms of any
option grant or share issuance. In addition to any other matters over which the
Plan Administrator has discretion hereunder, the Plan Administrator shall
determine which, if any, eligible individuals will be granted options in
accordance with Article II of the Plan and which will be issued shares in
accordance with Article III of the Plan. With respect to option grants made
under the Plan, the Plan Administrator will determine the number of shares to be
covered by each such grant, the status of the granted option as either an
Incentive Option or a Non-Statutory Option, the time or times at which each
granted option is to become exercisable, the vesting schedule (if any)
applicable to shares issued pursuant to the granted options, and the maximum
term for which the option may remain outstanding. With respect to share
issuances under the Stock Issuance Program, in addition to other matters over
which the Plan Administrator has discretion hereunder, the Plan Administrator
will determine the number of shares to be issued to each issuee, the vesting
schedule (if any) applicable to the issued shares, and the consideration to be
paid by the individual for such shares.
C. Common Stock issuable under the Plan, whether under the Option
Grant Program or the Stock Issuance Program, may be subject to such restrictions
on transfer, repurchase rights or other restrictions as may be imposed by the
Plan Administrator and set forth in the documents governing such option or
issuance.
5. STOCK SUBJECT TO THE PLAN
A. Common Stock of the Corporation will be issued under the Plan. The
maximum number of shares of Common Stock which may be issued over the term of
the Plan shall not exceed 2,306,000* shares, subject to adjustment from time to
time in accordance with the provisions of this Section 5 of Article I.
B. Shares reserved for issuance under granted options but not in fact
issued pursuant to options granted under the Plan due to the expiration or
termination of the option or the cancellation of the option in accordance with
Section 3 of Article II, will again become available for issuance under the
Plan. Shares actually issued under the Plan, whether pursuant to the exercise of
an option under the Option Grant Program or a stock issuance pursuant to the
Stock Issuance Program, which are subsequently repurchased by the Corporation
will not become available for future issuance.
C. In the event any change is made to the Common Stock issuable under
the Plan by reason of any stock dividend, stock split, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without receipt of consideration, then appropriate adjustments shall be
made to (i) the aggregate number and/or class of shares issuable under the Plan
and (ii) the aggregate number and/or class of shares and the option price per
share in effect under each outstanding option in order to prevent the dilution
or enlargement of benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.
----------
* Amended by the Board of Directors and Shareholders of the Corporation on
August 28, 1998.
2
<PAGE> 3
6. AMENDMENT OF THE PLAN AND AWARDS
A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects whatsoever. However, no such
amendment or modification shall adversely affect the rights and obligations of
an optionee with respect to options at the time outstanding under the Plan, nor
adversely affect the rights of any issuee with respect to Common Stock issued
under the Plan prior to such action unless such optionee or issuee consents to
such amendment. In addition, the Board shall not, without the approval of the
Corporation's shareholders, amend the Plan so as to (i) increase the maximum
number of shares issuable under the Plan (except for adjustments required under
Article I, Section 5.C), (ii) materially increase the benefits accruing to
individuals who participate in the Plan, or (iii) materially modify the
eligibility requirements for participation in the Plan.
B. Options to purchase shares of Common Stock may be granted under the
Option Grant Program and shares of Common Stock may be issued under the Stock
Issuance Program, which are in excess of the number of shares then available for
issuance under the Plan, PROVIDED any excess shares actually issued under the
Option Grant Program or the Stock Issuance Program are held in escrow until
shareholder approval of an amendment sufficiently increasing the number of
shares of Common Stock available for issuance under the Plan is obtained. If
such approval is not obtained within twelve (12) months after the date the
initial excess issuances are made, then (I) any unexercised options representing
such excess shall terminate and cease to be exercisable and (II) the Corporation
shall promptly refund to the optionees and issuees the option or purchase price
paid for any excess shares issued under the Plan and held in escrow, together
with interest (at the applicable Short Term Federal Rate) for the period the
shares were held in escrow, and such shares shall thereupon be automatically
cancelled and cease to be outstanding.
7. EFFECTIVE DATE AND TERM OF PLAN
A. The Plan shall become effective when adopted by the Board. Options
to purchase shares of Common Stock may be granted under the Option Grant Program
and shares of Common Stock may be issued under the Stock Issuance Program from
and after the effective date, PROVIDED any shares actually issued under the Plan
are held in escrow until shareholder approval of the Plan is obtained. If such
approval is not obtained within twelve (12) months after the effective date,
then (I) all options shall terminate and cease to be exercisable, (II) the
Corporation shall promptly refund to the optionees and issuees the option or
purchase price paid for any shares issued under the Plan, together with interest
(at the applicable Short Term Federal Rate) for the period the shares were held
in escrow, and such shares shall thereupon be automatically cancelled and cease
to be outstanding, and (III) this Plan shall terminate in its entirety.
B. Unless sooner terminated by reason of Section 7A of this Article I,
the Plan shall terminate upon the EARLIER of (i) September 30, 2004, or (ii) the
date on which all shares available for issuance under the Plan have been issued
pursuant to the exercise of options granted under Article II or the issuance of
shares under Article III. The termination of the Plan shall have no effect on
any outstanding options under or shares issued and outstanding under the Plan,
and such securities shall thereafter continue to have force and effect in
accordance with the provisions of the agreements evidencing such options and
issuances.
3
<PAGE> 4
8. NO EMPLOYMENT OR SERVICE RIGHTS
Nothing in the Plan shall confer upon any person any right to continue
in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary)
or of the optionee or the issuee, which rights are hereby expressly reserved by
each, to terminate Service of the optionee or issuee at any time for any reason
whatsoever, with or without cause or to engage in any Corporate Transaction.
ARTICLE II
OPTION GRANT PROGRAM
--------------------
1. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be authorized by action of
the Plan Administrator and may, at the Plan Administrator's discretion, be
either Incentive Options or Non-Statutory Options except that individuals who
are not Employees may only be granted Non-Statutory Options. Each granted option
shall be evidenced by one or more instruments in the form approved by the Plan
Administrator; PROVIDED, however, that each such instrument shall comply with
the terms and conditions of Sections 1 and 3 of this Article II and each
instrument evidencing an Incentive Option shall, in addition, comply with the
provisions of Section 2 of this Article II.
A. OPTION PRICE.
(I) The option price per share shall be fixed by the Plan
Administrator. In no event, however, shall the option price per share be less
than eighty-five percent (85%) of the Fair Market Value of a share of Common
Stock on the date of the option grant.
(II) The option price per share shall become immediately due upon
exercise of the option and shall, subject to the provisions of Article IV,
Section 1 and the agreement evidencing such grant, be payable in cash or check
drawn to the Corporation's order. Notwithstanding the above, should the
Corporation's outstanding Common Stock be registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), at the time the
option is exercised, then the option price may also be paid as follows:
- in shares of Common Stock held by the optionee for the
requisite period necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes and valued at Fair Market
Value; or
- through a special sale and remittance procedure pursuant to
which the optionee provides irrevocable written instructions (I) to a
designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, an amount sufficient to
cover the aggregate option price payable for the purchased shares plus
all applicable Federal and State income and employment taxes required
to be withheld by the Corporation by reason of such purchase and (II)
to the Corporation to deliver the certificates for the purchased
shares directly to such brokerage firm in order to effect the sale
transaction.
4
<PAGE> 5
Except to the extent such sale and remittance procedure is utilized,
payment of the option price must occur at the time the option is
exercised.
B. TERM AND EXERCISE OF OPTIONS. Each option granted under the Plan
shall be exercisable at such time or times, during such period, and for such
number of shares as shall be determined by the Plan Administrator and set forth
in the stock option agreement evidencing such option. However, no option granted
under the Plan shall have a term in excess of ten (10) years from the grant
date.
C. NO ASSIGNMENT. During the lifetime of the optionee, the option
shall be exercisable only by the optionee and shall not be assignable or
transferable by the optionee otherwise than by will or by the laws of descent
and distribution following the optionee's death.
D. TERMINATION OF SERVICE. The following provisions shall govern the
exercise period applicable to any options held by the optionee at the time of
cessation of Service or death:
(I) Should the optionee cease to remain in Service for any reason
other than death or Permanent Disability, then the period during which each
outstanding option held by such optionee is to remain exercisable shall be
limited to the three (3)-month period following the date of such cessation of
Service.
(II) Should such Service terminate by reason of Permanent
Disability or should the optionee die while holding one or more outstanding
options, then the period during which each such option is to remain exercisable
shall be limited to the twelve (12)-month period following the date of the
optionee's cessation of Service or death. During the limited exercise period
following the optionee's death, the option may be exercised by the personal
representative of the optionee's estate or by the person or persons to whom the
option is transferred pursuant to the optionee's will or in accordance with the
laws of descent and distribution.
(III) The Plan Administrator shall have full power and authority to
extend (either at the time the option is granted or at any time while the option
remains outstanding) the period of time for which the option is to remain
exercisable following the optionee's cessation of Service, from the limited
period otherwise applicable under subsection 1C of this Article II, to such
greater period of time as the Plan Administrator may deem appropriate under the
circumstances.
(IV) Notwithstanding the above, no option shall be exercisable
after the specified expiration date of the option term.
(V) Each such option shall, during the applicable limited exercise
period, be exercisable only with respect to the shares for which the option was
exercisable on the date of the optionee's cessation of Service.
E. SHAREHOLDER RIGHTS. An optionee shall not have rights as a
shareholder with respect to any shares subject to an option until such optionee
shall have exercised the option and paid the option price.
5
<PAGE> 6
2. INCENTIVE OPTIONS
All provisions of the Plan shall be applicable to Incentive Options
granted hereunder and, in addition, the terms and conditions specified in this
Section 2 shall be applicable to Incentive Options granted under the Plan.
Options which are specifically designated as Non-Statutory Options when issued
under the Plan shall NOT be subject to such terms and conditions set forth
herein.
A. OPTION PRICE.
(I) The option price per share of the Common Stock subject to an
Incentive Option shall in no event be less than one hundred percent (100%) of
the Fair Market Value of a share of Common Stock on the grant date.
(II) If the individual to whom the option is granted is a 10%
Shareholder, then the option price per share shall not be less than one hundred
ten percent (110%) of the Fair Market Value of the Common Stock on the date of
the option grant.
B. DOLLAR LIMITATION. The aggregate Fair Market Value (determined as
of the date or dates of grant) of Common Stock which first becomes exercisable
during any one calendar year under Incentive Options granted to any Employee
under any option plan of the Corporation (or any parent or subsidiary
corporation) shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds options which become exercisable in
the same calendar year, the foregoing limitation on such options shall be
applied on the basis of the order in which such options are granted. Any options
in excess of such limitation shall automatically be treated as Non-Statutory
Options.
C. TERM OF OPTION FOR 10% SHAREHOLDERS. No option granted to a 10%
Shareholder shall have a term in excess of five (5) years from the grant date.
3. CANCELLATION AND NEW GRANT OF OPTIONS
The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected optionees, the
cancellation of any or all outstanding options under the Plan and the grant in
substitution therefor of new options under the Plan covering the same or a
different numbers of shares of Common Stock but having an option price per share
established at the time of such cancellation and regrant in accordance with the
provisions of this Plan.
ARTICLE III
STOCK ISSUANCE PROGRAM
----------------------
1. STOCK ISSUANCES
Shares of Common Stock shall be issuable under the Stock Issuance
Program through direct and immediate issuances without any intervening stock
option grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement ("Issuance Agreement") in a
6
<PAGE> 7
form acceptable to the Plan Administrator, which form shall be in compliance
with the provisions of the Plan.
2. ISSUE PRICE
The purchase price per share shall be fixed by the Plan
Administrator, but in no event shall it be less than eighty-five percent (85%)
of the Fair Market Value of a share of Common Stock at the time of issuance.
3. PAYMENT OF ISSUE PRICE
Except as provided in Article IV, Section 1, shares shall be
issued only in exchange for cash, a check payable to the Corporation, for
services previously rendered to the Corporation (or any Parent or Subsidiary) or
such other lawful consideration as may be acceptable to the Plan Administrator.
ARTICLE IV
MISCELLANEOUS
-------------
1. LOANS
A. The Plan Administrator may assist any optionee or issuee
(other than a non-employee director) in the exercise of one or more options
granted to such optionee under the Option Grant Program or the purchase of one
or more shares to be issued to such issuee under the Stock Issuance Program,
including the satisfaction of any Federal and State income and employment tax
obligations arising therefrom, by (i) authorizing the extension of a loan from
the Corporation to such optionee or issuee, or (ii) permitting the optionee or
issuee to pay the option price or purchase price for the purchased Common Stock
in installments over a period of years.
B. The terms of any loan or installment method of payment
(including the interest rate and terms of repayment) shall be established by the
Plan Administrator in its sole discretion. Loans or installment payments may be
authorized with or without security or collateral. However, any loan made to a
consultant or other non-employee advisor must be secured by property other than
the purchased shares of Common Stock. In all events the maximum credit available
to each optionee or issuee may not exceed the SUM of (i) the aggregate option
price or purchase price payable for the purchased shares plus (ii) any Federal
and State income and employment tax liability incurred by the optionee or issuee
in connection with such exercise or purchase.
C. The Plan Administrator may, in its absolute discretion,
determine that one or more loans extended under the financial assistance program
shall be subject to forgiveness by the Corporation in whole or in part upon such
terms and conditions as the Board in its discretion deems appropriate.
2. VESTING OF SHARES AND REPURCHASE RIGHTS
A. The Plan Administrator, in its absolute discretion, may issue
fully and immediately vested shares of Common Stock, or the Plan Administrator
may impose such
7
<PAGE> 8
vesting requirements as it deems appropriate with the Corporation retaining a
right to repurchase any unvested shares. The terms of the vesting schedule and
of the Corporation's repurchase rights shall be as determined by the Plan
Administrator and set forth in the agreement governing such issuance.
B. Any new, additional or different shares of stock or other
property (including money paid other than as a regular cash dividend) which the
holder of unvested Common Stock may have the right to receive by reason of a
stock dividend, stock split, reclassification or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration shall be issued subject to (i) the same vesting and repurchase
limitations applicable to the unvested Common Stock with respect to which it was
paid or arose, and (ii) such escrow arrangements as the Plan Administrator shall
deem appropriate.
C. No person to whom shares of Common Stock have been issued
pursuant to the Plan may transfer any such shares which have not vested.
Notwithstanding the above, the issuee shall have the right to make a gift of
unvested shares acquired under the Plan to his/her spouse, parents or issue or
to a trust established for such spouse, parents or issue, provided the
transferee of such shares delivers to the Corporation a written agreement to be
bound by all the provisions of the Plan and the Issuance or Stock Purchase
Agreement executed by the issuee at the time of his/her acquisition of the
gifted shares.
3. MARKET STAND-OFF AGREEMENTS
The Plan Administrator may require each person to whom any shares
are issued under this Plan to enter into an agreement which restricts or
prohibits the sale of any stock of the Corporation by such person for a
reasonable period of time following a public offering of any shares of stock by
the Corporation.
4. RIGHT OF FIRST REFUSAL AND OTHER RESTRICTIONS ON TRANSFER
Until such time as the Corporation's outstanding shares of Common
Stock are first registered under Section 12(g) of the 1934 Act, the Plan
Administrator may subject any shares issued pursuant to the Plan to a right of
first refusal with respect to any proposed disposition of such shares other than
a transfer permitted by Section 2.C of this Article IV. Such right of first
refusal shall be exercisable by the Corporation (or its assignees) in accordance
with the terms and conditions specified in the instrument governing the issuance
of such shares. Furthermore, the Plan Administrator may require that persons to
whom shares of Common Stock have been issued pursuant to the Plan enter into an
agreement with the Corporation and/or certain of the Corporation's shareholders
which provides for restrictions on the sale or transfer of such shares except in
compliance with the terms thereof including, without limitation, rights of first
refusal and co-sale rights.
8
<PAGE> 9
5. SECURITIES LAWS; LEGENDS
A. No shares of Common Stock or other assets shall be issued or
delivered under this Plan unless and until the Corporation shall have determined
that there has been full and adequate compliance with all applicable
requirements of the Federal and State securities laws and all other applicable
legal and regulatory requirements.
B. Shares issued under the Plan shall bear such legends as the
Plan Administrator deems necessary or appropriate, including such restrictive
legends as the Plan Administrator shall require to reflect the terms of any
agreement between the issuee and the Corporation and other shareholders of the
Corporation.
6. SHAREHOLDER RIGHTS
Subject to the rights of the Corporation set forth herein or in
any other agreement entered into between the Corporation and an issuee of shares
under the Plan, each person to whom shares of Common Stock have been issued
under the Plan shall have all the rights of a shareholder with respect to those
shares whether or not his/her interest in such shares is vested. Accordingly,
the issuee shall have the right to vote such shares and to receive any cash
dividends or other distributions paid or made with respect to such shares.
7. ACCELERATION
The Plan Administrator may, in its discretion, provide for the
automatic acceleration upon a Corporate Transaction of the time at which any
option will become exercisable or for the lapse of any repurchase right tied to
vesting by including a provision to such effect in the documents evidencing the
rights of the optionee or issuee.
8. DEFINITIONS
The following definitions shall be in effect under this Plan:
A. BOARD shall mean the Board of Directors of the Corporation.
B. CODE shall mean the Internal Revenue Code of 1986, as
amended.
C. COMMON STOCK shall mean the common stock of the Corporation.
D. CORPORATE TRANSACTION shall mean either of the following
shareholder-approved transactions to which the Corporation is a party:
(i) any transaction or series of related transactions
(including, without limitation, any reorganization, merger or consolidation) in
which more than fifty percent (50%) of the Corporation's outstanding voting
stock is transferred to a person or persons different from those who held the
stock immediately prior to such transaction, or
(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.
9
<PAGE> 10
E. EMPLOYEE shall mean an individual who is in the employ of
the Corporation or any Parent or Subsidiary, subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance.
F. FAIR MARKET VALUE per share of Common Stock on any relevant
date under the Plan shall be the value determined in accordance with the
following provisions:
(i) If the Common Stock is not at the time listed or
admitted to trading on any Stock Exchange but is traded on the NASDAQ National
Market System, the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question, as the price is reported by the
National Association of Securities Dealers through the NASDAQ National Market
System or any successor system. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.
(ii) If the Common Stock is at the time listed or admitted
to trading on any Stock Exchange, then the Fair Market Value shall be the
closing selling price per share of Common Stock on the date in question on the
Stock Exchange determined by the Plan Administrator to be the primary market for
the Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.
(iii) If the Common Stock is at the time neither listed nor
admitted to trading on any Stock Exchange nor traded on the NASDAQ National
Market System, then such Fair Market Value shall be determined by the Plan
Administrator after taking into account such factors as the Plan Administrator
shall deem appropriate.
G. INCENTIVE OPTION shall mean a stock option which satisfies
the requirements of Internal Revenue Code Section 422.
H. NON-STATUTORY OPTION shall mean a stock option not intended
to meet the requirements of Code Section 422.
I. PARENT shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each corporation in the unbroken chain (other than the Corporation)
owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
J. PERMANENT DISABILITY shall have the meaning assigned to such
term in Code Section 22(e)(3).
K. SERVICE shall mean the provision of services to the
Corporation or any Parent or Subsidiary by an individual in the capacity of an
Employee, a non-employee member of the Board or a consultant or independent
contractor.
10
<PAGE> 11
L. STOCK EXCHANGE shall mean any national securities exchange
determined by the Plan Administrator to be the primary market in which the
Common Stock is then listed or admitted for trading.
M. SUBSIDIARY shall mean each corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
N. 10% STOCKHOLDER shall mean the owner of stock (as determined
under Code Section 424(d)) possessing ten percent (10%) or more of the total
combined voting power of all classes of stock of the Corporation.
9. USE OF PROCEEDS
Any cash proceeds received by the Corporation from the issuance
of shares of Common Stock under the Plan shall be used for general corporate
purposes.
10. WITHHOLDING
The Corporation's obligation to deliver shares upon the exercise
of any options granted under Article II or the purchase of any shares issued
under Article III shall be subject to the satisfaction of all applicable
Federal, State and local income and employment tax withholding requirements.
11. REGULATORY APPROVALS
The implementation of the Plan, the granting of any options under
the Option Grant Program, the issuance of any shares under the Stock Issuance
Program, and the issuance of Common Stock upon the exercise of the option grants
made hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the options granted under it, and the Common Stock issued
pursuant to it.
11
