ANYTIME ACCESS, INC.
1997 STOCK PLAN
1. Purposes of the Plan. The purposes of this Stock Plan are
to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive
to Employees, Directors and Consultants and to promote the
success of the Company's business. Options granted under the
Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of
grant. Stock Purchase Rights may also be granted under the
Plan.
2. Definitions. As used herein, the following definitions
shall apply:
(a) "Administrator" means the Board or any of its Committees as
shall be administering the Plan in accordance with Section 4
hereof.
(b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U. S. state corporate
laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any foreign country
or jurisdiction where Options or Stock Purchase Rights are
granted under the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means a committee of Directors appointed by the
Board in accordance with Section 4 hereof.
(f) "Common Stock" means the Common Stock of the Company.
(g) "Company" means AnyTime Access, Inc., a California
corporation.
(h) "Consultant" means any person who is engaged by the Company
or any Parent or Subsidiary to render consulting or advisory
services to such entity.
(i) "Director" means a member of the Board of Directors of the
Company.
(j) "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary
of the Company. A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any
successor. For purposes of Incentive Stock Options, no such
leave may exceed ninety days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract.
If reemployment upon expiration of a leave of absence approved
by the Company is not so guaranteed, on the 181st day of such
leave any Incentive Stock Option held by the Optionee shall
cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock Option.
Neither service as a Director nor payment of a director's fee by
the Company shall be sufficient to constitute "employment" by
the Company.
(k) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(l) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap
Market of The Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid,
if no sales were reported) as quoted on such exchange or system
for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low
asked prices for the Common Stock on the last market trading day
prior to the day of determination; or
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good
faith by the Administrator.
(m) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of
Section 422 of the Code.
(n) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(o) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
(p) "Option" means a stock option granted pursuant to the Plan.
(q) "Option Agreement" means a written or electronic agreement
between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant. The Option Agreement
is subject to the terms and conditions of the Plan.
(r) "Option Exchange Program" means a program whereby
outstanding Options are exchanged for Options with a lower
exercise price.
(s) "Optioned Stock" means the Common Stock subject to an
Option or a Stock Purchase Right.
(t) "Optionee" means the holder of an outstanding Option or
Stock Purchase Right granted under the Plan.
(u) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(v) "Plan" means this 1997 Stock Plan.
(w) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 11
below.
(x) "Section 16(b)" means Section 16(b) of the Securities
Exchange Act of 1934, as amended.
(y) "Service Provider" means an Employee, Director or
Consultant.
(z) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.
(aa) "Stock Purchase Right" means a right to purchase Common
Stock pursuant to Section 11 below.
(bb) "Subsidiary" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of
Section 12 of the Plan, maximum aggregate number of Shares which
may be subject to option and sold under the Plan is 1,500,000
Shares, plus any Forfeited Shares. For purposes of this
Section 3, "Forfeited Shares" means any Shares covered by grants
under the 1996 Stock Option Plan of the Company that are not
issued to participants as a result of the cancellation or
expiration of an option under such Plan or that are returned to
the Company upon forfeiture of such Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.
If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is
surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the
Plan has terminated); provided, however, that Shares that have
actually been issued under the Plan, whether upon exercise of an
Option or Right, shall not be returned to the Plan and shall not
become available for future distribution under the Plan, except
that if Shares of Restricted Stock are repurchased by the
Company at their original purchase price, such Shares shall
become available for future grant under the Plan.
4. Administration of the Plan.
(a) The Plan shall be administered by the Board or a Committee
appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of
the Plan and, in the case of a Committee, the specific duties
delegated by the Board to such Committee, and subject to the
approval of any relevant authorities, the Administrator shall
have, the authority in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Options and Stock
Purchase Rights may from time to time be granted hereunder;
(iii) to determine the number of Shares to be covered by
each such award granted hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions, of any Option or
Stock Purchase Right granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price,
the time or times when Options or Stock Purchase Rights may be
exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or Stock
Purchase Right or the Common Stock relating thereto, based in
each case on such factors as the Administrator, in its sole
discretion, shall determine;
(vi) to determine whether and under what circumstances an Option
may be settled in cash under subsection 9(f) instead of Common
Stock;
(vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common
Stock covered by such Option has declined since the date the
Option was granted;
(viii) to initiate an Option Exchange Program;
(ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating
to sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;
(x) to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or Stock Purchase Right that
number of Shares having a Fair Market Value equal to the amount
required to be withheld. The Fair Market Value of the Shares to
be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All elections by
Optionees to have Shares withheld for this purpose shall be made
in such form and under such conditions as the Administrator may
deem necessary or advisable; and
(xi) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.
(c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be
final and binding on all Optionees.
5. Eligibility.
(a) Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Service Providers. Incentive Stock Options may be
granted only to Employees.
(b) Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that
the aggregate Fair Market Value of the Shares with respect to
which Incentive Stock Options are exercisable for the first time
by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For
purposes of this Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted. The
Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted.
(c) Neither the Plan nor any Option or Stock Purchase Right
shall confer upon any Optionee any right with respect to
continuing the Optionee's relationship as a Service Provider
with the Company, nor shall it interfere in any way with his or
her right or the Company's right to terminate such relationship
at any time, with or without cause.
6. Term of Plan. The Plan shall become effective upon its
adoption by the Board. It shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 14 of the
Plan.
7. Term of Option. The term of each Option shall be stated in
the Option Agreement; provided, however, that the term shall be
no more than ten (10) years from the date of grant thereof. In
the case of an Incentive Stock Option granted to an Optionee
who, at the time the Option is granted, owns stock representing
more than ten percent (10 %) of the voting power of all classes
of stock of the Company or any Parent or Subsidiary, the term of
the Option shall be five (5) years from the date of grant or
such shorter term as may be provided in the Option Agreement.
8. Option Exercise ;Price and Consideration.
(a) The per share exercise price for the Shares to be issued
upon exercise of an Option shall be such price as is determined
by the Administrator, but shall be subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of
grant of such Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the exercise price shall
be no less than 110% of the Fair Market Value per Share on the
date of grant.
(B) granted to any other Employee, the per Share
exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option
(A) granted to a Service Provider who, at the time
of grant of such Option, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of
the Company or any Parent or Subsidiary, the exercise price shall
be no less than 110% of the Fair Market Value per Share on the date
of the grant.
(B) granted to any other Service Provider, the per Share
exercise price shall be no less than 85% of the Fair Market
Value per Share on the date of grant.
(iii) Notwithstanding the foregoing, Options may be granted
with a per Share exercise price other than as required above
pursuant to a merger or other corporate transaction.
(b) The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of
grant). Such consideration may consist of (1) cash, (2) check,
(3) promissory note, (4) other Shares which (x) in the case of
Shares acquired upon exercise of an Option, have been owned by
the Optionee for more than six months on the date of surrender,
and (y) have a Fair Market Value on the date of surrender equal
to the aggregate exercise price of the Shares as to which such
Option shall be exercised, (5) consideration received by the
Company under a cashless exercise program implemented by the
Company in connection with the Plan, or (6) any combination of
the foregoing methods of payment. In making its determination
as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable according to the
terms hereof at such times and under such conditions as
determined by the Administrator and set forth in the Option
Agreement, but in no case at a rate of less than 20 % per year
over five (5) years from the date the Option is granted. Unless
the Administrator provides otherwise, vesting of Options granted
hereunder shall be tolled during any unpaid leave of absence.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in
accordance with the Option Agreement) from the person entitled
to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may
consist of any consideration and method of payment authorized by
the Administrator and permitted by the Option Agreement and the
Plan. Shares issued upon exercise of an Option shall be issued
in the name of the Optionee or, if requested by the Optionee, in
the name of the Optionee and his or her spouse. Until the
Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of
the Company), no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend
or other right for which the record date is prior to the date
the Shares are issued, except as provided in Section 12 of the
Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares thereafter available, both for
purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.
(b) Termination of Relationship as a Service Provider. If an
Optionee ceases to be a Service Provider, such Optionee may
exercise his or her Option within such period of time as is
specified in the Option Agreement (of at least thirty (30) days)
to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the
term of the Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for three (3) months following
the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall
revert to the Plan. If, after termination, the Optionee does
not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(c) Disability of Optionee. If an Optionee ceases to be a
Service Provider as a result of the Optionee's Disability, the
Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent the
Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's
termination. If such disability is not a "disability" as such
term is defined in Section 22(e)(3) of the Code, in the case of
an Incentive Stock Option such Incentive Stock Option shall
automatically cease to be treated as an Incentive Stock Option
and shall be treated for tax purposes as a Nonstatutory Stock
Option on the day three months and one day following such
termination. If, on the date of termination, the Optionee is
not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her
Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to
the Plan.
(d) Death of Optionee. If an Optionee dies while a Service
Provider, the Option may be exercised within such period of time
as is specified in the Option Agreement (but in no event later
than the expiration of the term of such Option as set forth in
the Notice of Grant), by the Optionee's estate or by a person
who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on
the date of death. In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the
Option shall immediately revert to the Plan. The Option may be
exercised by the executor or administrator of the Optionee's
estate or, if none, by the person(s) entitled to exercise the
Option under the Optionee's will or the laws of descent or
distribution. If the Option is not so exercised within the time
specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(e) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares, an Option previously
granted, based on such terms and conditions as the Administrator
shall establish and communicate to the Optionee at the time that
such offer is made.
10. Non-Transferability of Options and Stock Purchase Rights.
Options and Stock Purchase Rights may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
11. Stock Purchase Rights.
(a) Rights to Purchase. Stock Purchase Rights may be issued
either alone, in addition to, or in tandem with other awards
granted under the Plan and/or cash awards made outside of the
Plan. After the Administrator determines that it will offer
Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically of the terms, conditions
and restrictions related to the offer, including the number of
Shares that such person shall be entitled to purchase, the price
to be paid, and the time within which such person must accept
such offer. The terms of the offer shall comply in all respects
with Section 260.140.42 of Title 10 of the California Code of
Regulations. The offer shall be accepted by execution of a
Restricted Stock purchase agreement in the form determined by
the Administrator.
(b) Repurchase Option. Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant
the Company a repurchase option exercisable upon the voluntary
or involuntary termination of the purchaser's service with the
Company for any reason (including death or disability). The
purchase price for Shares repurchased pursuant to the Restricted
Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of
the purchaser to the Company. The repurchase option shall lapse
at such rate as the Administrator may determine, but in no case
at a rate of less than 20% per year over five years from the
date of purchase.
(c) Other Provisions. The Restricted Stock purchase agreement
shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the
Administrator in its sole discretion.
(d) Rights as a Shareholder. Once the Stock Purchase Right is
exercised, the purchaser shall have rights equivalent to those
of a shareholder and shall be a shareholder when his or her
purchase is entered upon the records of the duly authorized
transfer agent of the Company. No adjustment shall be made for
a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as
provided in Section 12 of the Plan.
12. Adjustments Upon Changes in Capitalization, Merger or Asset
Sale.
(a) Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option or Stock
Purchase Right, and the number of shares of Common Stock which
have been authorized for issuance under the Plan but as to which
no Options or Stock Purchase Rights have yet been granted or
which have been returned to the Plan upon cancellation or
expiration of an Option or Stock Purchase Right, as well as the
price per share of Common Stock covered by each such outstanding
Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt
of consideration by the Company. The conversion of any
convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of
shares of Common Stock subject to an Option or Stock Purchase
Right.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator
shall notify each Optionee as soon as practicable prior to the
effective date of such proposed transaction. The Administrator
in its discretion may provide for an Optionee to have the right
to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered
thereby, including Shares as to which the Option would not
otherwise be exercisable. In addition, the Administrator may
provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase
Right shall lapse as to all such Shares, provided the proposed
dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.
(c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding
Option and Stock Purchase Right shall be assumed or an
equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation
refuses to assume or substitute for the Option or Stock Purchase
Right, the Optionee shall fully vest in and have the right to
exercise the Option or Stock Purchase Right as to all of the
Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable. If an Option or Stock
Purchase Right becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of
assets, the Administrator shall notify the Optionee in writing
or electronically that the Option or Stock Purchase Right shall
be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the Option or Stock Purchase Right
shall terminate upon the expiration of such period. For the
purposes of this paragraph, the Option or Stock Purchase Right
shall be considered assumed if, following the merger or sale of
assets, the option or right confers the right to purchase or
receive, for each Share of Optioned Stock subject to the Option
or Stock Purchase Right immediately prior to the merger or sale
of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets
by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation
or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase
Right, for each Share of Optioned Stock subject to the Option or
Stock Purchase Right, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the
merger or sale of assets.
13. Time of Granting Options and Stock Purchase Rights. The
date of grant of an Option or Stock Purchase Right shall, for
all purposes, be the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or
such other date as is determined by the Administrator. Notice
of the determination shall be given to each Employee or
Consultant to whom an Option or Stock Purchase Right is so
granted within a reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.
(b) Shareholder Approval. The Board shall obtain shareholder
approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair
the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must
be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with
respect to Options granted under the Plan prior to the date of
such termination.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares shall comply with
Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise
of an Option, the Administrator may require the person
exercising such Option to represent and warrant at the time of
any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.
16. Inability to Obtain Authority. The inability of the
Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
17. Reservation of Shares. The Company, during the term of
this Plan, shall at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
18. Shareholder Approval. The Plan shall be subject to
approval by the shareholders of the Company within twelve (12)
months after the date the Plan is adopted. Such shareholder
approval shall be obtained in the degree and manner required
under Applicable Laws.
19. Information to Optionees and Purchasers. The Company shall
provide to each Optionee and to each individual who acquires
Shares pursuant to the Plan, not less frequently than annually
during the period such Optionee or purchaser has one or more
Options or Stock Purchase Rights outstanding, and, in the case
of an individual who acquires Shares pursuant to the Plan,
during the period such individual owns such Shares, copies of
annual financial statements. The Company shall not be required
to provide such statements to key employees whose duties in
connection with the Company assure their access to equivalent
information.
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