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EXHIBIT 99.1
1997 STOCK OPTION PLAN
OF
CEPHEID
(AS AMENDED)
1. PURPOSES OF THE PLAN
The purposes of the 1997 Stock Option Plan (the "Plan") of
Cepheid, a California corporation (the "Company"), are to:
(a) Encourage selected employees, directors and
consultants to improve operations and increase profits of the Company;
(b) Encourage selected employees, directors and
consultants to accept or continue employment or association with the Company or
its Affiliates; and
(c) Increase the interest of selected employees, directors
and consultants in the Company's welfare through participation in the growth in
value of the common stock of the Company (the "Common Stock").
Options granted under this Plan ("Options") may be
"incentive stock options" ("ISOs") intended to satisfy the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
"nonqualified options" ("NQOs").
2. ELIGIBLE PERSONS
Every person who at the date of grant of an Option is a
full-time employee of the Company or of any Affiliate (as defined below) of the
Company is eligible to receive NQOs or ISOs under this Plan. Every person who at
the date of grant is a consultant to, or non-employee director of, the Company
or any Affiliate (as defined below) of the Company is eligible to receive NQOs
under this Plan. The term "Affiliate" as used in the Plan means a parent or
subsidiary corporation as defined in the applicable provisions (currently
Sections 424(e) and (f), respectively) of the Code. The term "employee" includes
an officer or director who is an employee, of the Company. The term "consultant"
includes persons employed by, or otherwise affiliated with, a consultant.
3. STOCK SUBJECT TO THIS PLAN
Subject to the provisions of Section 6.1.1 of the Plan,
the total number of shares of stock which may be issued under options granted
pursuant to this Plan shall not exceed 2,800,000 shares of Common Stock plus an
annual increase to be added on the first business day day of each calendar year
beginning January 1, 2001, equal to the lesser of (i) 1,000,000 shares, (ii) 3%
of the outstanding shares of capital stock on such date or (iii) an amount
determined by the Board. The shares covered by the portion of any grant under
the Plan which expire unexercised shall become available again for grants under
the Plan.
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4. ADMINISTRATION
(a) This Plan shall be administered by the Board of
Directors of the Company (the "Board") or, either in its entirety or only
insofar as required pursuant to Section 4(b) hereof, by a committee (the
"Committee") of at least two Board members to which administration of the Plan,
or of part of the Plan, is delegated (in either case, the "Administrator").
(b) From and after such time as the Company registers a
class of equity securities under Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), it is intended that this Plan shall be
administered in accordance with the disinterested administration requirements of
Rule 16b-3 promulgated by the Securities and Exchange Commission ("Rule 16b-3"),
or any successor rule thereto.
(c) Subject to the other provisions of this Plan, the
Administrator shall have the authority, in its discretion: (i) to grant Options;
(ii) to determine the fair market value of the Common Stock subject to Options;
(iii) to determine the exercise price of Options granted; (iv) to determine the
persons to whom, and the time or times at which, Options shall be granted, and
the number of shares subject to each Option; (v) to interpret this Plan; (vi) to
prescribe, amend, and rescind rules and regulations relating to this Plan; (vii)
to determine the terms and provisions of each Option granted (which need not be
identical), including but not limited to, the time or times at which Options
shall be exercisable; (viii) with the consent of the optionee, to modify or
amend any Option; (ix) to defer (with the consent of the optionee) the exercise
date of any Option; (x) to authorize any person to execute on behalf of the
Company any instrument evidencing the grant of an Option; and (xi) to make all
other determinations deemed necessary or advisable for the administration of
this Plan. The Administrator may delegate nondiscretionary administrative duties
to such employees of the Company as it deems proper.
(d) All questions of interpretation, implementation, and
application of this Plan shall be determined by the Administrator. Such
determinations shall be final and binding on all persons.
(e) With respect to persons subject to Section 16 of the
Exchange Act, if any, transactions under this Plan are intended to comply with
the applicable conditions of Rule 16b-3, or any successor rule thereto. To the
extent any provision of this Plan or action by the Administrator fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Administrator. Notwithstanding the above, it shall be
the responsibility of such persons, not of the Company or the Administrator, to
comply with the requirements of Section 16 of the Exchange Act; and neither the
Company nor the Administrator shall be liable if this Plan or any transaction
under this Plan fails to comply with the applicable conditions of Rule 16b-3 or
any successor rule thereto, or if any such person incurs any liability under
Section 16 of the Exchange Act.
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5. GRANTING OF OPTIONS; OPTION AGREEMENT
(a) No Options shall be granted under this Plan after ten
years from the date of adoption of this Plan by the Board.
(b) Each Option shall be evidenced by a written stock
option agreement, in form satisfactory to the Company, executed by the Company
and the person to whom such Option is granted; provided, however, that the
failure by the Company, the optionee, or both to execute such an agreement shall
not invalidate the granting of an Option, although the exercise of each option
shall be subject to Section 6.1.3.
(c) The stock option agreement shall specify whether each
Option it evidences is an NQO or an ISO.
(d) Subject to Section 6.3.3 with respect to ISOs, the
Administrator may approve the grant of Options under this Plan to persons who
are expected to become employees, directors or consultants of the Company, but
are not employees, directors or consultants at the date of approval.
6. TERMS AND CONDITIONS OF OPTIONS
Each Option granted under this Plan shall be subject to
the terms and conditions set forth in Section 6.1. NQOs shall be also subject to
the terms and conditions set forth in Section 6.2, but not those set forth in
Section 6.3. ISOs shall also be subject to the terms and conditions set forth in
Section 6.3, but not those set forth in Section 6.2.
6.1 Terms and Conditions to Which All Options Are Subject.
All Options granted under this Plan shall be subject to the following terms and
conditions:
6.1.1 Changes in Capital Structure. Subject to
Section 6.1.2, if the stock of the Company is changed by reason of a stock
split, reverse stock split, stock dividend, or recapitalization, combination or
reclassification, appropriate adjustments shall be made by the Board in (a) the
number and class of shares of stock subject to this Plan and each Option
outstanding under this Plan, and (b) the exercise price of each outstanding
Option; provided, however, that the Company shall not be required to issue
fractional shares as a result of any such adjustments. Each such adjustment
shall be subject to approval by the Board in its sole discretion.
6.1.2 Corporate Transactions.
(a) Dissolution or Liquidation. In the event of
the proposed dissolution or liquidation of the Company, the Administrator shall
notify the Optionee at least thirty (30) days prior to such proposed action. To
the extent it has not been previously exercised, all Options will terminate
immediately prior to the consummation of such proposed action.
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(b) 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:
(i) Options. Each Option shall be assumed or
an equivalent option substituted by the successor corporation (including as a
"successor" any purchaser of substantially all of the assets of the Company) or
a parent or subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option, the
Optionee shall have the right to exercise the Option as to all of the shares of
Common Stock covered by the Option, including Shares as to which it would not
otherwise be exercisable. If an Option is exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator shall
notify the Optionee that the Option shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the Option shall terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets,
the option confers the right to purchase or receive, for each share of Common
Stock subject to the Option 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 was not solely common
stock of the successor corporation or its parent entity, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option, for each Share of Common Stock
subject to the Option, to be solely common stock of the successor corporation or
its parent entity equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or sale of assets.
(ii) Shares Subject to Right of Repurchase.
Any Shares subject to a Right of Repurchase of the Company shall be exchanged
for the consideration (whether stock, cash, or other securities or property)
received in the merger or asset sale by the holders of Common Stock for each
share held on the effective date of the transaction, as described in the
preceding paragraph. If in such exchange the Optionee receives shares of stock
of the successor corporation or a parent or subsidiary of such successor
corporation, and if the successor corporation has agreed to assume or substitute
for Options as provided in the preceding paragraph, such exchanged shares shall
continue to be subject to a Right of Repurchase as provided in the Optionee's
Stock Option Plan stock purchase agreement. If, as provided in the preceding
paragraph, the Optionee shall have the right to exercise an Option as to all of
the shares of Common Stock covered thereby, all Shares that are subject to a
Right of Repurchase of the Company shall be released from such Right of
Repurchase and shall be fully vested.
6.1.3 Time of Option Exercise. Subject to Section 5
and Section 6.3.4, Options granted under this Plan shall be exercisable (a)
immediately as of the effective date of the stock option agreement granting the
Option, or (b) in accordance with a schedule related to the date of the grant of
the Option, the date of first employment, or such other date as
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may be set by the Administrator (in any case, the "Vesting Base Date") and
specified in the written stock option agreement relating to such Option;
provided, however, that the right to exercise an Option must vest at the rate of
at least 20% per year over five years from the date the Option was granted. In
any case, no Option shall be exercisable until a written stock option agreement
in form satisfactory to the Company is executed by the Company and the optionee.
6.1.4 Option Grant Date. Except in the case of
advance approvals described in Section 5(d), the date of grant of an Option
under this Plan shall be the date as of which the Administrator approves the
grant.
6.1.5 Nonassignability of Option Rights. No Option
granted under this Plan shall be assignable or otherwise transferable by the
optionee except by will or by the laws of descent and distribution. During the
life of the optionee, an Option shall be exercisable only by the optionee.
6.1.6 Payment. Except as provided below, payment in
full, in cash, shall be made for all stock purchased at the time written notice
of exercise of an Option is given to the Company, and proceeds of any payment
shall constitute general funds of the Company. At the time an Option is granted
or exercised, the Administrator, in the exercise of its absolute discretion
after considering any tax or accounting consequences, may authorize any one or
more of the following additional methods of payment:
(a) Acceptance of the optionee's full recourse
promissory note for all or part of the Option price, payable on such terms and
bearing such interest rate as determined by the Administrator (but in no event
less than the minimum interest rate specified under the Code at which no
additional interest would be imputed), which promissory note may be either
secured or unsecured in such manner as the Administrator shall approve
(including, without limitation, by a security interest in the shares of the
Company); and
(b) Delivery by the optionee of Common Stock
already owned by the optionee for all or part of the Option price, provided the
value (determined as set forth in Section 6.1.11) of such Common Stock is equal
on the date of exercise to the Option price, or such portion thereof as the
optionee is authorized to pay by delivery of such stock; provided, however, that
if an optionee has exercised any portion of any Option granted by the Company by
delivery of Common Stock, the optionee may not, within six months following such
exercise, exercise any Option granted under this Plan by delivery of Common
Stock without the consent of the Administrator.
6.1.7 Termination of Employment.
(a) If for any reason other than death or
disability, an optionee ceases to be employed by the Company or any of its
Affiliates (such event being called a "Termination"), Options held at the date
of Termination (to the extent then exercisable) may be exercised in whole or in
part at any time within three months of the date of such Termination, or such
other period of not less than thirty days after the date of such Termination as
is specified in
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the Option Agreement (but in no event after the Expiration Date); provided, that
if such exercise of the Option would result in liability for the optionee under
Section 16(b) of the Exchange Act, then such three-month period automatically
shall be extended until the tenth day following the last date upon which
optionee has any liability under Section 16(b) (but in no event after the
Expiration Date).
(b) If an optionee dies while employed by the
Company or an Affiliate or within the period that the Option remains exercisable
after Termination, Options then held (to the extent then exercisable) may be
exercised, in whole or in part, by the optionee, by the optionee's personal
representative, or by the person to whom the Option is transferred by devise or
the laws of descent and distribution, at any time within twelve months after the
death of the optionee, or such other period of not less than six months from the
date of Termination as is specified in the Option Agreement (but in no event
after the Expiration Date).
(c) If an optionee ceases to be employed by the
Company as a result of his or her disability, the optionee may, but only within
six (6) months from the date of Termination (and in no event after the
Expiration Date), exercise the Option to the extent otherwise entitled to
exercise it at the date of Termination; provided, however, that 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 ISO such ISO shall automatically convert to an NQO
on the day three months and one day following such Termination. To the extent
that the optionee was not entitled to exercise the Option at the date of
Termination or if the optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
(d) For purposes of this Section 6.1.7,
"employment" includes service as a director or as a consultant. For purposes of
this Section 6.1.7, an optionee's employment shall not be deemed to terminate by
reason of sick leave, military leave, or other leave of absence approved by the
Administrator, if the period of any such leave does not exceed 90 days or, if
longer, if the optionee's right to reemployment by the Company or any Affiliate
is guaranteed either contractually or by statute.
6.1.8 Repurchase of Stock. At the option of the
Administrator, the stock to be delivered pursuant to the exercise of any Option
granted to an employee, director or consultant under this Plan may be subject to
a right of repurchase in favor of the Company with respect to any employee, or
director or consultant whose employment, or director or consulting relationship
with the Company is terminated. Such right of repurchase either:
(a) shall be at the Option exercise price and
(i) shall lapse at the rate of at least 20% per year over five years from the
date the Option is granted (without regard to the date it becomes exercisable),
and must be exercised for cash or cancellation of purchase money indebtedness
within 90 days of such termination and (ii) if the right is assignable by the
Company, the assignee must pay the Company upon assignment of the right (unless
the assignee is a 100% owned subsidiary of the Company or is an Affiliate) cash
equal to the
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difference between the Option exercise price and the value (determined as set
forth in Section 6.1.11) of the stock to be purchased if the Option exercise
price is less than such value; or
(b) shall be at the higher of the Option
exercise price or the value (determined as set forth in Section 6.1.11) of the
stock being purchased on the date of termination, and must be exercised for cash
or cancellation of purchase money indebtedness within 90 days of termination of
employment, and such right shall terminate when the Company's securities become
publicly traded.
Determination of the number of shares subject to any such right
of repurchase shall be made as of the date the employee's employment by,
director's director relationship with, or consultant's consulting relationship
with, the Company terminates, not as of the date that any Option granted to such
employee, director or consultant is thereafter exercised.
6.1.9 Withholding and Employment Taxes. At the time
of exercise of an Option or at such other time as the amount of such obligations
becomes determinable (the "Tax Date"), the optionee shall remit to the Company
in cash all applicable federal and state withholding and employment taxes. If
authorized by the Administrator in its sole discretion after considering any tax
or accounting consequences, an optionee may elect to (i) deliver a promissory
note on such terms as the Administrator deems appropriate, (ii) tender to the
Company previously owned shares of Stock or other securities of the Company, or
(iii) have shares of Common Stock which are acquired upon exercise of the Option
withheld by the Company to pay some or all of the amount of tax that is required
by law to be withheld by the Company as a result of the exercise of such Option,
subject to the following limitations:
(a) Any election pursuant to clause (iii) above
by an optionee subject to Section 16 of the Exchange Act shall either (x) be
made at least six months before the Tax Date and shall be irrevocable; or (y)
shall be made in (or made earlier to take effect in) any ten-day period
beginning on the third business day following the date of release for
publication of the Company's quarterly or annual summary statements of earnings
and shall be subject to approval by the Administrator, which approval may be
given at any time after such election has been made. In addition, in the case of
(y), the Option shall be held at least six months prior to the Tax Date.
(b) Any election pursuant to clause (ii) above,
where the optionee is tendering Common Stock issued pursuant to the exercise of
an Option, shall require that such shares be held at least six months prior to
the Tax Date.
Any of the foregoing limitations may be waived (or additional
limitations may be imposed) by the Administrator, in its sole discretion, if the
Administrator determines that such foregoing limitations are not required (or
that such additional limitations are required) in order that the transaction
shall be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3,
or any successor rule thereto. In addition, any of the foregoing limitations may
be waived by the Administrator, in its sole discretion, if the Administrator
determines that Rule 16b-3, or
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any successor rule thereto, is not applicable to the exercise of the Option by
the optionee or for any other reason.
Any securities tendered or withheld in accordance with this
Section 6.1.9 shall be valued by the Company as of the Tax Date.
6.1.10 Other Provisions. Each Option granted under
this Plan may contain such other terms, provisions, and conditions not
inconsistent with this Plan as may be determined by the Administrator, and each
ISO granted under this Plan shall include such provisions and conditions as are
necessary to qualify the Option as an "incentive stock option" within the
meaning of Section 422 of the Code. If Options provide for a right of first
refusal in favor of the Company with respect to stock acquired by employees,
directors or consultants, such Options shall provide that the right of first
refusal shall terminate upon the earlier of (i) the closing of the Company's
initial registered public offering to the public generally, or (ii) the date ten
years after the grant date as set forth in Section 6.1.4.
6.1.11 Determination of Value. For purposes of the
Plan, the value of Common Stock or other securities of the Company shall be
determined as follows:
(a) If the stock of the Company is listed on any
established stock exchange or a national market system, including without
limitation the National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation System, 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 system or exchange (or the largest such exchange) for the date
the value is to be determined (or if there are no sales for such date, then for
the last preceding business day on which there were sales), as reported in the
Wall Street Journal or similar publication.
(b) If the stock of the Company 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 stock on the date the value is to be determined (or if there are
no quoted prices for the date of grant, then for the last preceding business day
on which there were quoted prices).
(c) In the absence of an established market for
the stock, the fair market value thereof shall be determined in good faith by
the Administrator, with reference to the Company's net worth, prospective
earning power, dividend-paying capacity, and other relevant factors, including
the goodwill of the Company, the economic outlook in the Company's industry, the
Company's position in the industry and its management, and the values of stock
of other corporations in the same or a similar line of business.
6.1.12 Option Term. Subject to Section 6.3.5, no
Option shall be exercisable more than ten years after the date of grant, or such
lesser period of time as is set forth in the stock option agreement (the end of
the maximum exercise period stated in the stock option agreement is referred to
in this Plan as the "Expiration Date").
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6.1.13 Exercise Price. The exercise price of any
Option granted to any person who owns, directly or by attribution under the Code
currently Section 424(d), stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company or of any Affiliate
(a "Ten Percent Shareholder") shall in no event be less than 110% of the fair
market value (determined in accordance with Section 6.1.11) of the stock covered
by the Option at the time the Option is granted.
6.2 Terms and Conditions to Which Only NQOs Are Subject.
Options granted under this Plan which are designated as NQOs shall be subject to
the following terms and conditions:
6.2.1 Exercise Price. Except as set forth in Section
6.1.13, the exercise price of an NQO shall be not less than 85% of the fair
market value (determined in accordance with Section 6.1.11) of the stock subject
to the Option on the date of grant.
6.3 Terms and Conditions to Which Only ISOs Are Subject.
Options granted under this Plan which are designated as ISOs shall be subject to
the following terms and conditions:
6.3.1 Exercise Price. Except as set forth in Section
6.1.13, the exercise price of an ISO shall be determined in accordance with the
applicable provisions of the Code and shall in no event be less than the fair
market value (determined in accordance with Section 6.1.11) of the stock covered
by the Option at the time the Option is granted.
6.3.2 Disqualifying Dispositions. If stock acquired
by exercise of an ISO granted pursuant to this Plan is disposed of in a
"disqualifying disposition" within the meaning of Section 422 of the Code, the
holder of the stock immediately before the disposition shall promptly notify the
Company in writing of the date and terms of the disposition and shall provide
such other information regarding the Option as the Company may reasonably
require.
6.3.3 Grant Date. If an ISO is granted in
anticipation of employment as provided in Section 5(d), the Option shall be
deemed granted, without further approval, on the date the grantee assumes the
employment relationship forming the basis for such grant, and, in addition,
satisfies all requirements of this Plan for Options granted on that date.
6.3.4 Vesting. Notwithstanding any other provision of
this Plan, ISOs granted under all incentive stock option plans of the Company
and its subsidiaries may not "vest" for more than $100,000 in fair market value
of stock (measured on the grant dates(s)) in any calendar year. For purposes of
the preceding sentence, an option "vests" when it first becomes exercisable. If,
by their terms, such ISOs taken together would vest to a greater extent in a
calendar year, and unless otherwise provided by the Administrator, the vesting
limitation described above shall be applied by deferring the exercisability of
those ISOs or portions of ISOs which have the highest per share exercise prices;
but in no event shall more than $100,000 in fair market value of stock (measured
on the grant date(s)) vest in any calendar year. The ISOs or
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portions of ISOs whose exercisability is so deferred shall become exercisable on
the first day of the first subsequent calendar year during which they may be
exercised, as determined by applying these same principles and all other
provisions of this Plan including those relating to the expiration and
termination of ISOs. In no event, however, will the operation of this Section
6.3.4 cause an ISO to vest before its terms or, having vested, cease to be
vested.
6.3.5 Term. Notwithstanding Section 6.1.12, no ISO
granted to any Ten Percent Shareholder shall be exercisable more than five years
after the date of grant.
7. MANNER OF EXERCISE
(a) An optionee wishing to exercise an Option shall give
written notice to the Company at its principal executive office, to the
attention of the officer of the Company designated by the Administrator,
accompanied by payment of the exercise price as provided in Section 6.1.6. The
date the Company receives written notice of an exercise hereunder accompanied by
payment of the exercise price will be considered as the date such Option was
exercised.
(b) Promptly after receipt of written notice of exercise
of an Option, the Company shall, without stock issue or transfer taxes to the
optionee or other person entitled to exercise the Option, deliver to the
optionee or such other person a certificate or certificates for the requisite
number of shares of stock. An optionee or permitted transferee of an optionee
shall not have any privileges as a shareholder with respect to any shares of
stock covered by the Option until the date of issuance (as evidenced by the
appropriate entry on the books of the Company or a duly authorized transfer
agent) of such shares.
8. EMPLOYMENT OR CONSULTING RELATIONSHIP
Nothing in this Plan or any Option granted thereunder
shall interfere with or limit in any way the right of the Company or of any of
its Affiliates to terminate any optionee's employment or consulting at any time,
nor confer upon any optionee any right to continue in the employ of, or consult
with, the Company or any of its Affiliates.
9. FINANCIAL INFORMATION
The Company shall provide to each optionee during the
period such optionee holds an outstanding Option, and to each holder of Common
Stock acquired upon exercise of Options granted under the Plan for so long as
such person is a holder of such Common Stock, annual financial statements of the
Company as prepared either by the Company or independent certified public
accountants of the Company. Such financial statements shall include, at a
minimum, a balance sheet and an income statement, and shall be delivered as soon
as practicable following the end of the Company's fiscal year.
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10. CONDITIONS UPON ISSUANCE OF SHARES
Shares of Common Stock 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 pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended (the "Securities Act").
11. NONEXCLUSIVITY OF THE PLAN
The adoption of the Plan shall not be construed as
creating any limitations on the power of the Company to adopt such other
incentive arrangements as it may deem desirable, including, without limitation,
the granting of stock options other than under the Plan.
12. MARKET STANDOFF
Each Optionee, if so requested by the Company or any
representative of the underwriters in connection with any registration of the
offering of any securities of the company under the Securities Act shall not
sell or otherwise transfer any shares of Common Stock acquired upon exercise of
Options during the 180-day period following the effective date of a registration
statement of the company filed under the Securities Act; provided, however, that
such restriction shall apply only to the first two registration statements of
the Company to become effective under the Securities Act which includes
securities to be sold on behalf of the Company to the public in an underwritten
public offering under the Securities Act. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restriction
until the end of such 180-day period.
13. AMENDMENTS TO PLAN
The Board may at any time amend, alter, suspend or
discontinue this Plan. Without the consent of an optionee, no amendment,
alteration, suspension or discontinuance may adversely affect outstanding
Options except to conform this Plan and ISOs granted under this Plan to the
requirements of federal or other tax laws relating to incentive stock options.
No amendment, alteration, suspension or discontinuance shall require shareholder
approval unless (a) shareholder approval is required to preserve incentive stock
option treatment for federal income tax purposes, or (b) the Board otherwise
concludes that shareholder approval is advisable.
14. EFFECTIVE DATE OF PLAN
This Plan shall become effective upon adoption by the
Board provided, however, that no Option shall be exercisable unless and until
written consent of the shareholders of the Company, or approval of shareholders
of the Company voting at a validly called shareholders' meeting, is obtained
within 12 months after adoption by the Board. If such shareholder approval is
not obtained within such time, Options granted hereunder shall terminate and be
of no force and effect from and after expiration of such 12-month period.
Options may be
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granted and exercised under this Plan only after there has been compliance with
all applicable federal and state securities laws.
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