EXHIBIT 4.4
GetThere.com
1996 Stock Incentive Plan
As Amended and Restated on February 26, 1999
As Amended on February 16, 1999
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TABLE OF CONTENTS
Page No.
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SECTION 1. ESTABLISHMENT AND PURPOSE.............................. 1
SECTION 2. ADMINISTRATION......................................... 1
(a) Committees of the Board of Directors......................... 1
(b) Authority of the Board of Directors.......................... 1
SECTION 3. ELIGIBILITY............................................ 1
(a) General Rule................................................. 1
(b) Ten-Percent Shareholders..................................... 1
SECTION 4. STOCK SUBJECT TO PLAN.................................. 2
(a) Basic Limitation............................................. 2
(b) Additional Shares............................................ 2
SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES................ 2
(a) Stock Purchase Agreement..................................... 2
(b) Duration of Offers and Nontransferability of Rights.......... 2
(c) Purchase Price............................................... 2
(d) Withholding Taxes............................................ 3
(e) Restrictions on Transfer of Shares and Minimum Vesting....... 3
SECTION 6. TERMS AND CONDITIONS OF OPTIONS........................ 3
(a) Stock Option Agreement....................................... 3
(b) Number of Shares............................................. 3
(c) Exercise Price............................................... 3
(d) Withholding Taxes............................................ 3
(e) Exercisability............................................... 4
(g) Basic Term................................................... 4
(h) Nontransferability........................................... 4
(i) Termination of Service (Except by Death)..................... 4
(j) Leaves of Absence............................................ 5
(k) Death of Optionee............................................ 5
(l) No Rights as a Shareholder................................... 5
(m) Modification, Extension and Assumption of Options............ 5
(n) Restrictions on Transfer of Shares and Minimum Vesting....... 5
SECTION 7. PAYMENT FOR SHARES..................................... 6
(a) General Rule................................................. 6
(b) Surrender of Stock........................................... 6
(c) Services Rendered............................................ 6
(d) Promissory Note.............................................. 6
(e) Exercise/Sale................................................ 6
(f) Exercise/Pledge.............................................. 6
SECTION 8. ADJUSTMENT OF SHARES................................... 7
(a) General...................................................... 7
(b) Mergers and Consolidations................................... 7
(c) Reservation of Rights........................................ 7
SECTION 9. SECURITIES LAWS REQUIREMENTS........................... 7
(a) General...................................................... 7
(b) Financial Reports............................................ 8
SECTION 10. NO RETENTION RIGHTS................................... 8
SECTION 11. DURATION AND AMENDMENTS............................... 8
(a) Term of the Plan............................................. 8
(b) Right to Amend or Terminate the Plan......................... 8
(c) Effect of Amendment or Termination........................... 8
SECTION 12. DEFINITIONS........................................... 8
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GetThere.com 1996 Stock Incentive Plan
SECTION 1. ESTABLISHMENT AND PURPOSE.
The purpose of the Plan is to offer selected individuals an
opportunity to acquire a proprietary interest in the success of the
Company, or to increase such interest, by purchasing Shares of the
Company's Stock. The Plan provides both for the direct award or sale of
Shares and for the grant of Options to purchase Shares. Options granted
under the Plan may include Nonstatutory Options as well as ISOs intended to
qualify under Section 422 of the Code.
Capitalized terms are defined in Section 12.
SECTION 2. ADMINISTRATION.
(a) Committees of the Board of Directors. The Plan may be administered
by one or more Committees. Each Committee shall consist of two or more
members of the Board of Directors who have been appointed by the Board of
Directors. Each Committee shall have such authority and be responsible for
such functions as the Board of Directors has assigned to it. If no
Committee has been appointed, the entire Board of Directors shall
administer the Plan. Any reference to the Board of Directors in the Plan
shall be construed as a reference to the Committee (if any) to whom the
Board of Directors has assigned a particular function.
(b) Authority of the Board of Directors. Subject to the provisions of
the Plan, the Board of Directors shall have full authority and discretion
to take any actions it deems necessary or advisable for the administration
of the Plan. All decisions, interpretations and other actions of the Board
of Directors shall be final and binding on all Purchasers, all Optionees
and all persons deriving their rights from a Purchaser or Optionee.
SECTION 3. ELIGIBILITY.
(a) General Rule. Only Employees, Outside Directors and Consultants
shall be eligible for the grant of Options or the direct award or sale of
Shares. Only Employees shall be eligible for the grant of ISOs.
(b) Ten-Percent Shareholders. An individual who owns more than 10% of
the total combined voting power of all classes of outstanding stock of the
Company, its Parent or any of its Subsidiaries shall not be eligible for
designation as an Optionee or Purchaser unless (i) the Exercise Price is at
least 110% of the Fair Market Value of a Share on the date of grant, (ii)
the Purchase Price (if any) is at least 100% of the Fair Market Value of a
Share and (iii) in the case of an ISO, such ISO by its terms is not
exercisable after the expiration of five years from the date of grant. For
purposes of this Subsection (b), in determining stock ownership, the
attribution rules of Section 424(d) of the Code shall be applied.
SECTION 4. STOCK SUBJECT TO PLAN.
(a) Basic Limitation. The aggregate number of Shares that may be
issued under the Plan (upon exercise of Options or other rights to acquire
Shares) shall not exceed 12,491,190 Shares,[FN1] subject to adjustment
pursuant to Section 8. The number of Shares that are subject to Options or
other rights outstanding at any time under the Plan shall not exceed the
number of Shares that then remain available for issuance under the Plan.
The Company, during the term of the Plan, shall at all times reserve and
keep available sufficient Shares to satisfy the requirements of the Plan.
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FN1 Includes (a) the 800,000-share increase approved by the Board of
Directors and the shareholders in April 1997, (b) the 350,000-share
increase approved by the Board of Directors and the shareholders in
April 1998, (c) the 110,000-share increase approved by the Board of
Directors on December 17, 1998, and by the shareholders on February
26, 1999, (d) the 100,000-share increase approved by the Board of
Directors on December 28, 1998, and by the shareholders on February
26, 1999, (e) the 4,790,000-share increase approved by the Board of
Directors and the shareholders on February 26, 1999, and (f) the
5,000,000-share increase approved by the Board of Directors and the
shareholders on August 16, 1999.
(b) Additional Shares. In the event that any outstanding Option or
other right for any reason expires or is canceled or otherwise terminated,
the Shares allocable to the unexercised portion of such Option or other
right shall again be available for the purposes of the Plan. In the event
that Shares issued under the Plan are reacquired by the Company pursuant to
any forfeiture provision, right of repurchase or right of first refusal,
such Shares shall again be available for the purposes of the Plan, except
that the aggregate number of Shares which may be issued upon the exercise
of ISOs shall in no event exceed 12,491,190 Shares (subject to adjustment
pursuant to Section 8).
SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.
(a) Stock Purchase Agreement. Each award or sale of Shares under the
Plan (other than upon exercise of an Option) shall be evidenced by a Stock
Purchase Agreement between the Purchaser and the Company. Such award or
sale shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Board of Directors deems
appropriate for inclusion in a Stock Purchase Agreement. The provisions of
the various Stock Purchase Agreements entered into under the Plan need not
be identical.
(b) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically
expire if not exercised by the Purchaser within 30 days after the grant of
such right was communicated to the Purchaser by the Company. Such right
shall not be transferable and shall be exercisable only by the Purchaser to
whom such right was granted.
(c) Purchase Price. The Purchase Price of Shares to be offered under
the Plan shall not be less than 85% of the Fair Market Value of such
Shares, and a higher percentage may be required by Section 3(b). Subject to
the preceding sentence, the Purchase Price shall be determined by the Board
of Directors at its sole discretion. The Purchase Price shall be payable in
a form described in Section 7.
(d) Withholding Taxes. As a condition to the purchase of Shares, the
Purchaser shall make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such
purchase.
(e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares
awarded or sold under the Plan shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Board of Directors may determine. Such
restrictions shall be set forth in the applicable Stock Purchase Agreement
and shall apply in addition to any restrictions that may apply to holders
of Shares generally. In the case of a Purchaser who is not an officer of
the Company, an Outside Director or a Consultant, any right to repurchase
the Purchaser's Shares at the original Purchase Price (if any) upon
termination of the Purchaser's Service shall lapse at least as rapidly as
20% per year over the five-year period commencing on the date of the award
or sale of the Shares. Any such right may be exercised only within 90 days
after the termination of the Purchaser's Service for cash or for
cancellation of indebtedness incurred in purchasing the Shares.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
(a) Stock Option Agreement. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions
which are not inconsistent with the Plan and which the Board of Directors
deems appropriate for inclusion in a Stock Option Agreement. The provisions
of the various Stock Option Agreements entered into under the Plan need not
be identical.
(b) Number of Shares. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 8. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.
(c) Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100% of
the Fair Market Value of a Share on the date of grant, and a higher
percentage may be required by Section 3(b). The Exercise Price of a
Nonstatutory Option shall not be less than 85% of the Fair Market Value of
a Share on the date of grant, and a higher percentage may be required by
Section 3(b). Subject to the preceding two sentences, the Exercise Price
under any Option shall be determined by the Board of Directors at its sole
discretion. The Exercise Price shall be payable in a form described in
Section 7.
(d) Withholding Taxes. As a condition to the exercise of an Option,
the Optionee shall make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such
exercise. The Optionee shall also make such arrangements as the Board of
Directors may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that may arise in connection with the
disposition of Shares acquired by exercising an Option.
(e) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. In the
case of an Optionee who is not an officer of the Company, an Outside
Director or a Consultant, an Option shall become exercisable at least as
rapidly as 20% per year over the five-year period commencing on the date of
the grant. Subject to the preceding sentence, the exercisability provisions
of any Stock Option Agreement shall be determined by the Board of Directors
at its sole discretion.
(f) Basic Term. The Stock Option Agreement shall specify the term of
the Option. The term shall not exceed 10 years from the date of grant, and
a shorter term may be required by Section 3(b). Subject to the preceding
sentence, the Board of Directors at its sole discretion shall determine
when an Option is to expire.
(g) Nontransferability. No Option shall be transferable by the
Optionee other than by beneficiary designation, will or the laws of descent
and distribution. An Option may be exercised during the lifetime of the
Optionee only by the Optionee or by the Optionee's guardian or legal
representative. No Option or interest therein may be transferred, assigned,
pledged or hypothecated by the Optionee during the Optionee's lifetime,
whether by operation of law or otherwise, or be made subject to execution,
attachment or similar process.
(h) Termination of Service (Except by Death). If an Optionee's Service
terminates for any reason other than the Optionee's death, then the
Optionee's Options shall expire on the earliest of the following occasions:
(i) The expiration date determined pursuant to Subsection (g)
above;
(ii) The date three months after the termination of the
Optionee's Service for any reason other than Disability, or such later
date as the Board of Directors may determine; or
(iii) The date six months after the termination of the Optionee's
Service by reason of Disability, or such later date as the Board of
Directors may determine.
The Optionee may exercise all or part of the Optionee's Options at any time
before the expiration of such Options under the preceding sentence, but
only to the extent that such Options had become exercisable before the
Optionee's Service terminated (or became exercisable as a result of the
termination) and the underlying Shares had vested before the Optionee's
Service terminated (or vested as a result of the termination). The balance
of such Options shall lapse when the Optionee's Service terminates. In the
event that the Optionee dies after the termination of the Optionee's
Service but before the expiration of the Optionee's Options, all or part of
such Options may be exercised (prior to expiration) by the executors or
administrators of the Optionee's estate or by any person who has acquired
such Options directly from the Optionee by beneficiary designation, bequest
or inheritance, but only to the extent that such Options had become
exercisable before the Optionee's Service terminated (or became exercisable
as a result of the termination) and the underlying Shares had vested before
the Optionee's Service terminated (or vested as a result of the
termination).
(i) Leaves of Absence. For purposes of Subsection (i) above, Service
shall be deemed to continue while the Optionee is on a bona fide leave of
absence, if such leave was approved by the Company in writing and if
continued crediting of Service for this purpose is expressly required by
the terms of such leave or by applicable law (as determined by the
Company).
(j) Death of Optionee. If an Optionee dies while the Optionee is in
Service, then the Optionee's Options shall expire on the earlier of the
following dates:
(i) The expiration date determined pursuant to Subsection (g) above;
or
(ii) The date 12 months after the Optionee's death.
All or part of the Optionee's Options may be exercised at any time before
the expiration of such Options under the preceding sentence by the
executors or administrators of the Optionee's estate or by any person who
has acquired such Options directly from the Optionee by beneficiary
designation, bequest or inheritance, but only to the extent that such
Options had become exercisable before the Optionee's death or became
exercisable as a result of the death. The balance of such Options shall
lapse when the Optionee dies.
(k) No Rights as a Shareholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by the Optionee's Option until such person becomes entitled to
receive such Shares by filing a notice of exercise and paying the Exercise
Price pursuant to the terms of such Option.
(l) Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Board of Directors may modify, extend or
assume outstanding Options or may accept the cancellation of outstanding
Options (whether granted by the Company or another issuer) in return for
the grant of new Options for the same or a different number of Shares and
at the same or a different Exercise Price. The foregoing notwithstanding,
no modification of an Option shall, without the consent of the Optionee,
impair the Optionee's rights or increase the Optionee's obligations under
such Option.
(m) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares
issued upon exercise of an Option shall be subject to such special
forfeiture conditions, rights of repurchase, rights of first refusal and
other transfer restrictions as the Board of Directors may determine. Such
restrictions shall be set forth in the applicable Stock Option Agreement
and shall apply in addition to any restrictions that may apply to holders
of Shares generally. In the case of an Optionee who is not an officer of
the Company, an Outside Director or a Consultant:
(i) Any right to repurchase the Optionee's Shares at the original
Exercise Price upon termination of the Optionee's Service shall lapse
at least as rapidly as 20% per year over the five-year period
commencing on the date of the option grant;
(ii) Any such right may be exercised only for cash or for cancellation
of indebtedness incurred in purchasing the Shares; and
(iii) Any such right may be exercised only within 90 days after
the later of (A) the termination of the Optionee's Service or (B) the
date of the option exercise.
SECTION 7. PAYMENT FOR SHARES.
(a) General Rule. The entire Purchase Price or Exercise Price of
Shares issued under the Plan shall be payable in cash or cash equivalents
at the time when such Shares are purchased, except as otherwise provided in
this Section 7.
(b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, all or any part of the Exercise Price may be paid by
surrendering, or attesting to the ownership of, Shares that are already
owned by the Optionee. Such Shares shall be surrendered to the Company in
good form for transfer and shall be valued at their Fair Market Value on
the date when the Option is exercised. The Optionee shall not surrender, or
attest to the ownership of, Shares in payment of the Exercise Price if such
action would cause the Company to recognize compensation expense (or
additional compensation expense) with respect to the Option for financial
reporting purposes.
(c) Services Rendered. At the discretion of the Board of Directors,
Shares may be awarded under the Plan in consideration of services rendered
to the Company, a Parent or a Subsidiary prior to the award.
(d) Promissory Note. To the extent that a Stock Option Agreement or
Stock Purchase Agreement so provides, all or a portion of the Exercise
Price or Purchase Price (as the case may be) of Shares issued under the
Plan may be paid with a full-recourse promissory note. The Shares shall be
pledged as security for payment of the principal amount of the promissory
note and interest thereon. The interest rate payable under the terms of the
promissory note shall not be less than the minimum rate (if any) required
to avoid the imputation of additional interest under the Code. Subject to
the foregoing, the Board of Directors (at its sole discretion) shall
specify the term, interest rate, amortization requirements (if any) and
other provisions of such note.
(e) Exercise/Sale. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in
part by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to
sell Shares and to deliver all or part of the sales proceeds to the Company
in payment of all or part of the Exercise Price and any withholding taxes.
(f) Exercise/Pledge. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in
part by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Shares to a securities broker or lender
approved by the Company, as security for a loan, and to deliver all or part
of the loan proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.
SECTION 8. ADJUSTMENT OF SHARES.
(a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of an
extraordinary dividend payable in a form other than Shares in an amount
that has a material effect on the Fair Market Value of the Stock, a
combination or consolidation of the outstanding Stock into a lesser number
of Shares, a recapitalization, a spin-off, a reclassification or a similar
occurrence, the Board of Directors shall make appropriate adjustments in
one or more of (i) the number of Shares available for future grants under
Section 4, (ii) the number of Shares covered by each outstanding Option or
(iii) the Exercise Price under each outstanding Option.
(b) Mergers and Consolidations. In the event that the Company is a
party to a merger or consolidation, outstanding Options shall be subject to
the agreement of merger or consolidation. Such agreement, without the
Optionees' consent, may provide for:
(i) The continuation of such outstanding Options by the Company (if
the Company is the surviving corporation);
(ii) The assumption of the Plan and such outstanding Options by the
surviving corporation or its parent;
(iii) The substitution by the surviving corporation or its parent
of options with substantially the same terms for such outstanding
Options; or
(iv) The cancellation of such outstanding Options without payment of
any consideration.
(c) Reservation of Rights. Except as provided in this Section 8, an
Optionee or Purchaser shall have no rights by reason of (i) any subdivision
or consolidation of shares of stock of any class, (ii) the payment of any
dividend or (iii) any other increase or decrease in the number of shares of
stock of any class. Any issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect
to, the number or Exercise Price of Shares subject to an Option. The grant
of an Option pursuant to the Plan shall not affect in any way the right or
power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge
or consolidate or to dissolve, liquidate, sell or transfer all or any part
of its business or assets.
SECTION 9. SECURITIES LAW REQUIREMENTS.
(a) General. Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, state securities laws and regulations, and the regulations of
any stock exchange or other securities market on which the Company's
securities may then be traded.
(b) Financial Reports. The Company each year shall furnish to
Optionees, Purchasers and shareholders who have received Stock under the
Plan its balance sheet and income statement, unless such Optionees,
Purchasers or shareholders are key Employees whose duties with the Company
assure them access to equivalent information. Such balance sheet and income
statement need not be audited.
SECTION 10. NO RETENTION RIGHTS.
Nothing in the Plan or in any right or Option granted under the Plan
shall confer upon the Purchaser or Optionee 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 Company (or any Parent or Subsidiary
employing or retaining the Purchaser or Optionee) or of the Purchaser or
Optionee, which rights are hereby expressly reserved by each, to terminate
his or her Service at any time and for any reason, with or without cause.
SECTION 11. DURATION AND AMENDMENTS.
(a) Term of the Plan. The Plan, amended and restated as set forth
herein, shall become effective on February 26, 1999 (the date of its
adoption by the Board of Directors and approval by the Company's
shareholders). The Plan shall terminate automatically on February 25, 2009,
and may be terminated on any earlier date pursuant to Subsection (b) below.
(b) Right to Amend or Terminate the Plan. The Board of Directors may
amend, suspend or terminate the Plan at any time and for any reason;
provided, however, that any amendment of the Plan which increases the
number of Shares available for issuance under the Plan (except as provided
in Section 8), or which materially changes the class of persons who are
eligible for the grant of ISOs, shall be subject to the approval of the
Company's shareholders. Shareholder approval shall not be required for any
other amendment of the Plan.
(c) Effect of Amendment or Termination. No Shares shall be issued or
sold under the Plan after the termination thereof, except upon exercise of
an Option granted prior to such termination. The termination of the Plan,
or any amendment thereof, shall not affect any Share previously issued or
any Option previously granted under the Plan.
SECTION 12. DEFINITIONS.
(a) "Board of Directors" shall mean the Board of Directors of the
Company, as constituted from time to time.
(b) "Change in Control" shall mean:
(i) The consummation of a merger or consolidation of the Company
with or into another entity or any other corporate reorganization, if
persons who were not shareholders of the Company immediately prior to
such merger, consolidation or other reorganization own immediately
after such merger, consolidation or other reorganization 50% or more
of the voting power of the outstanding securities of each of (A) the
continuing or surviving entity and (B) any direct or indirect parent
corporation of such continuing or surviving entity;
(ii) The sale, transfer or other disposition of all or
substantially all of the Company's assets; or
(iii) Any transaction as a result of which any person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of
securities of the Company representing more than 50% of the total
voting power represented by the Company's then outstanding voting
securities. For purposes of this Paragraph (iii), the term "person"
shall have the same meaning as when used in sections 13(d) and 14(d)
of such Act but shall exclude (A) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of a
Parent or Subsidiary and (B) a corporation owned directly or
indirectly by the shareholders of the Company in substantially the
same proportions as their ownership of the common stock of the
Company.
A transaction shall not constitute a Change in Control if its sole purpose
is to change the state of the Company's incorporation or to create a
holding company that will be owned in substantially the same proportions by
the persons who held the Company's securities immediately before such
transaction.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall mean a committee of the Board of Directors, as
described in Section 2(a).
(e) "Company" shall mean GetThere.com, a California corporation.
(f) "Consultant" shall mean a person who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor,
excluding Employees and Outside Directors.
(g) "Disability" shall mean that the Optionee is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment.
(h) "Employee" shall mean any individual who is a common-law employee
of the Company, a Parent or a Subsidiary.
(i) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Board of
Directors in the applicable Stock Option Agreement.
(j) "Fair Market Value" shall mean the fair market value of a Share,
as determined by the Board of Directors in good faith. Such determination
shall be conclusive and binding on all persons.
(k) "ISO" shall mean an employee incentive stock option described in
Section 422(b) of the Code.
(l) "Nonstatutory Option" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.
(m) "Option" shall mean an ISO or Nonstatutory Option granted under
the Plan and entitling the holder to purchase Shares.
(n) "Optionee" shall mean an individual who holds an Option.
(o) "Outside Director" shall mean a member of the Board of Directors
who is not an Employee.
(p) "Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a
Parent commencing as of such date.
(q) "Plan" shall mean this GetThere.com 1996 Stock Incentive Plan.
(r) "Purchase Price" shall mean the consideration for which one Share
may be acquired under the Plan (other than upon exercise of an Option), as
specified by the Board of Directors.
(s) "Purchaser" shall mean an individual to whom the Board of
Directors has offered the right to acquire Shares under the Plan (other
than upon exercise of an Option).
(t) "Service" shall mean service as an Employee, Outside Director or
Consultant.
(u) "Share" shall mean one share of Stock, as adjusted in accordance
with Section 8 (if applicable).
(v) "Stock" shall mean the Common Stock of the Company.
(w) "Stock Option Agreement" shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and
restrictions pertaining to the Optionee's Option.
(x) "Stock Purchase Agreement" shall mean the agreement between the
Company and a Purchaser who acquires Shares under the Plan which contains
the terms, conditions and restrictions pertaining to the acquisition of
such Shares.
(y) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Subsidiary on a date after the
adoption of the Plan shall be considered a Subsidiary commencing as of such
date.
