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MEGAMEDIA NETWORKS, INC.
2000 STOCK OPTION PLAN
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1. Purpose. The purpose of this Plan is to advance the interests of MEGAMEDIA
NETWORKS, INC., a Delaware corporation (the "Company"), and its
Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons who provide services to the Company and its
Subsidiaries, and upon whose efforts and judgment the success of the
Company and its Subsidiaries is largely dependent, through the
encouragement of stock ownership in the Company by such persons.
2. Definitions. As used herein, the following terms shall have the meaning
indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(c) "Committee" shall mean the committee appointed by the Board
pursuant to Section 13(a) hereof, or, if such committee is not
appointed, the Board.
(d) "Common Stock" shall mean the Company's Common Stock, par value
$.01 per share.
(e) "Company" shall mean MEGAMEDIA NETWORKS, INC., a Delaware
corporation.
(f) "Director" shall mean a member of the Board.
(g) "Effective Date" shall mean June 1, 2000.
(h) "Fair Market Value" of a Share on any date of reference shall mean the
fair market value of a Share of the Company's Common Stock on that
date, as determined by the Committee or the Board in a fair and
uniform manner. After the Publicly-Traded Date, Fair Market Value
shall mean the "Closing Price" (as defined below) of the Common Stock
on the business day immediately preceding the date of reference,
unless the Committee or the Board in its sole discretion shall
determine otherwise in a fair and uniform manner. For the purpose of
determining Fair Market Value, the "Closing Price" of the Common Stock
on any business day shall be (i) if the Common Stock is listed or
admitted for trading on any United States national securities
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exchange, or if actual transactions are otherwise reported on a
consolidated transaction reporting system, the last reported sale
price of Common Stock on such exchange or reporting system, as
reported in any newspaper of general circulation, (ii) if the Common
Stock is quoted on the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or any similar system of
automated dissemination of quotations of securities prices in common
use, the last reported sale price of Common Stock on such system or,
if sales prices are not reported, the mean between the closing high
bid and low asked quotations for such day of Common Stock on such
system, as reported in any newspaper of general circulation or (iii)
if neither clause (i) or (ii) is applicable, the mean between the high
bid and low asked quotations for the Common Stock as reported by the
National Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for Common Stock
on at least five of the ten preceding days.
(i) "Incentive Stock Option" shall mean an incentive stock option as
defined in Section 422 of the Internal Revenue Code.
(j) "Non-Qualified Stock Option" shall mean an Option that is not an
Incentive Stock Option.
(k) "Officer" shall mean the Company's Chairman of the Board, President,
Chief Executive Officer, principal financial officer, principal
accounting officer, any vice-president of the Company in charge of a
principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a
policy-making function, or any other person who performs similar
policy-making functions for the Company. Officers of Subsidiaries
shall be deemed Officers of the Company if they perform such
policy-making functions for the Company. As used in this paragraph,
the phrase "policy- making function" does not include policy-making
functions that are not significant. If pursuant to Item 401(b) of
Regulation S-K (17 C.F.R. 229.401(b)) the Company identifies a person
as an "executive officer," the person so identified shall be deemed an
"Officer" even though such person may not otherwise be an "Officer"
pursuant to the foregoing provisions of this paragraph.
(l) "Option" (when capitalized) shall mean any option granted under this
Plan.
(m) "Option Agreement" means the agreement between the Company and the
Optionee for the grant of an option.
(n) "Optionee" shall mean a person to whom a stock option is granted under
this Plan or any person who succeeds to the rights of such person
under this Plan by reason of the death of such person.
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(o) "Outside Director" shall mean a member of the Board who qualifies as
an "outside director" under Section 162(m) of the Internal Revenue
Code and the regulations thereunder and as a "Non-Employee Director"
under Rule 16b-3 promulgated under the Securities Exchange Act.
(p) "Plan" shall mean this 2000 Stock Option Plan for the Company.
(q) "Publicly-Traded Date" shall mean the date on which the Common Stock
of the Company, or the stock of any successor company into which the
Option or any substituted option or right becomes exercisable pursuant
to Section 10(c) hereof, are registered pursuant to Section 12(b) or
12(g) of the Securities Exchange Act.
(r) "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
(s) "Share" shall mean a share of Common Stock.
(t) "Subsidiary" shall mean any corporation (other than the Company) in
any unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing
50 percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
3. Shares Available for Option Grants. The Committee or the Board may grant to
Optionees from time to time Options to purchase an aggregate of up to [One
Million Five Hundred Thousand] ([1,500,000]) Shares from the Companys
authorized and unissued Shares. If any Option granted under the Plan shall
terminate, expire, or be canceled or surrendered as to any Shares, new
Options may thereafter be granted covering such Shares.
4. Incentive and Non-Qualified Options.
(a) An Option granted hereunder shall be either an Incentive Stock Option
or a Non- Qualified Stock Option as determined by the Committee or the
Board at the time of grant of the Option and shall clearly state
whether it is an Incentive Stock Option or Non- Qualified Stock
Option. All Incentive Stock Options shall be granted within 10 years
from the effective date of this Plan. Incentive Stock Options may not
be granted to any person who is not an employee of the Company or any
Subsidiary.
(b) Options otherwise qualifying as Incentive Stock Options hereunder will
not be treated as Incentive Stock Options to the extent that the
aggregate fair market value (determined at the time the Option is
granted) of the Shares, with respect to which Options meeting the
requirements of Section422(b) of the Code are exercisable for the
first time by any individual during any calendar year (under all plans
of the Company and its parent and subsidiary corporations as defined
in Section 424 of the Code), exceeds $100,000.
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5. Conditions for Grant of Options.
(a) Each Option shall be evidenced by an Option Agreement that may contain
any term deemed necessary or desirable by the Committee or the Board,
provided such terms are not inconsistent with this Plan or any
applicable law. Optionees shall be (i) those persons selected by the
Committee or the Board from the class of all regular employees of, or
persons who provide consulting or other services as independent
contractors to, the Company or its Subsidiaries, including Directors
and Officers who are regular employees, and (ii) Directors who are not
employees of the Company or of any Subsidiaries.
(b) In granting Options, the Committee or the Board shall take into
consideration the contribution the person has made to the success of
the Company or its Subsidiaries and such other factors as the
Committee or the Board shall determine. The Committee or the Board
shall also have the authority to consult with and receive
recommendations from officers and other personnel of the Company and
its Subsidiaries with regard to these matters. The Committee or the
Board may from time to time in granting Options under the Plan
prescribe such other terms and conditions concerning such Options as
it deems appropriate, including, without limitation, (i) prescribing
the date or dates on which the Option becomes exercisable, (ii)
providing that the Option rights accrue or become exercisable in
installments over a period of years, or upon the attainment of stated
goals or both, or (iii) relating an Option to the continued employment
of the Optionee for a specified period of time, provided that such
terms and conditions are not more favorable to an Optionee than those
expressly permitted herein.
(c) The Options granted to employees under this Plan shall be in addition
to regular salaries, pension, life insurance or other benefits related
to their employment with the Company or its Subsidiaries. Neither the
Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or continuance of employment by the
Company or its Subsidiaries.
(d) The Committee or the Board shall have the discretion to grant Options
that are exercisable for unvested shares of Common Stock. Should the
Optionee cease to be employed with or perform services for the Company
(or a Subsidiary) while holding such unvested shares, the Company
shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such
repurchase right shall be exercisable (including the period and
procedure for exercise and the appropriate vesting schedule for the
purchased shares) shall be established by the Committee or the Board
and set forth in the document evidencing such repurchase right.
(e) Notwithstanding any other provision of this Plan, an Incentive Stock
Option shall not be granted to any person owning directly or
indirectly (through attribution under Section 424(d) of the Code) at
the date of grant, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company (or of
its parent or subsidiary corporation [as defined in Section 424 of the
Code] at the date of grant) unless the option price of such Option is
at least 110% of the Fair Market Value of the Shares subject to such
Option on the date the Option is granted, and such Option by its terms
is not exercisable after the expiration of five years from the date
such Option is granted.
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(f) Notwithstanding any other provision of this Plan, and in addition to
any other requirements of this Plan, the aggregate number of Options
granted to any one Optionee may not exceed [750,000], subject to
adjustment as provided in Section 10 hereof.
6. Option Price. The option price per Share of any Option shall be any price
determined by the Committee or the Board but shall not be less than the par
value per Share; provided, however, that in no event shall the option price
per Share of any Incentive Stock Option be less than the Fair Market Value
of the Shares underlying such Option on the date such Option is granted.
7. Exercise of Options. An Option shall be deemed exercised when (i) the
Company has received written notice of such exercise in accordance with the
terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii)
arrangements that are satisfactory to the Committee or the Board in its
sole discretion have been made for the Optionee's payment to the Company of
the amount that is necessary for the Company or Subsidiary employing the
Optionee to withhold in accordance with applicable Federal or state tax
withholding requirements. The consideration to be paid for the Shares to be
issued upon exercise of an Option, as well as the method of payment of the
exercise price and of any withholding and employment taxes applicable
thereto, shall be determined by the Committee or the Board and may, in the
discretion of the Committee or the Board, consist of: (1) cash, (2)
certified or official bank check, (3) money order, (4) Shares that have
been held by the Optionee for at least six (6) months (or such other Shares
as the Company determines will not cause the Company to recognize for
financial accounting purposes a charge for compensation expense), (5) the
withholding of Shares issuable upon exercise of the Option, (6) pursuant to
a "cashless exercise" procedure, by delivery of a properly executed
exercise notice together with such other documentation, and subject to such
guidelines, as the Board or the Committee shall require to effect an
exercise of the Option and delivery to the Company by a licensed broker
acceptable to the Company of proceeds from the sale of Shares or a margin
loan sufficient to pay the exercise price and any applicable income or
employment taxes, or (7) in such other consideration as the Committee or
the Board deems appropriate, or by a combination of the above. In the case
of an Incentive Stock Option, the permissible methods of payment shall be
specified at the time the Option is granted. The Committee or the Board in
its sole discretion may accept a personal check in full or partial payment
of any Shares. If the exercise price is paid, and/or the Optionees tax
withholding obligation is satisfied, in whole or in part with Shares, or
through the withholding of Shares issuable upon exercise of the Option, the
value of the Shares surrendered or withheld shall be their Fair Market
Value on the date the Option is exercised. The Committee or the Board in
its sole discretion may, on an individual basis or pursuant to a general
program established in connection with this Plan, cause the Company to lend
money to an Optionee, guarantee a loan to an Optionee, or otherwise assist
an Optionee to obtain the cash necessary to exercise all or a portion of an
Option granted hereunder or to pay any tax liability of the Optionee
attributable to such exercise. If the exercise price is paid in whole or
part with Optionee's promissory note, such note shall (i) provide for full
recourse to the maker, (ii) be collateralized by the pledge of the Shares
that the Optionee purchases upon exercise of the Option, (iii) bear
interest at the prime rate of the Company's principal lender, and (iv)
contain such other terms as the Committee or the Board in its sole
discretion shall reasonably require. No Optionee shall be deemed to be a
holder of any Shares subject to an Option unless and until a stock
certificate or certificates for those Shares are issued to that person(s)
under the terms of this Plan. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property)
or distributions or other rights for which the record date is prior to the
date the stock certificate is issued, except as expressly provided in
Section 10 hereof.
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8. Exercisability of Options. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee or the
Board shall provide in the Option Agreement for that Option, except as
otherwise provided in this Section 8:
(a) The expiration date of an Option shall be determined by the Committee
or the Board at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date of grant of
the Option.
(b) Unless otherwise provided in any Option, each outstanding Option shall
become immediately fully exercisable in the event of a "Change in
Control" or in the event that the Committee or the Board exercises its
discretion to provide a cancellation notice with respect to the Option
pursuant to Section 9(b) hereof. For this purpose, the term "Change in
Control" shall mean:
(i) Approval by the shareholders of the Company of a reorganization,
merger, consolidation or other form of corporate transaction or
series of transactions, in each case, with respect to which
persons who were the shareholders of the Company immediately
prior to such reorganization, merger or consolidation or other
transaction do not, immediately thereafter, own more than 50% of
the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities, in substantially
the same proportions as their ownership immediately prior to such
reorganization, merger, consolidation or other transaction, or a
liquidation or dissolution of the Company or the sale of all or
substantially all of the assets of the Company (unless such
reorganization, merger, consolidation or other corporate
transaction, liquidation, dissolution or sale is subsequently
abandoned); or
(ii) Individuals who, as of the date on which the Option is granted
hereof, constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the
date on which the Option was granted whose election, or
nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is
in connection with an actual or threatened election contest
relating to the election of the Directors of the Company, as such
terms are used in Rule 14a-11 of Regulation 14A of Regulation 14A
promulgated under the Securities Exchange Act) shall be, for
purposes of this Agreement, considered as though such person were
a member of the Incumbent Board.; or
(iii)The acquisition (other than from the Company) by any person,
entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act, of beneficial ownership
(within the meaning of Rule 13-d promulgated under the Securities
Exchange Act, of more than 50% of either the then outstanding
shares of the Company's Common Stock or the combined voting power
of the Company's then outstanding voting securities entitled to
vote generally in the election of directors (hereinafter referred
to as the ownership of a "Controlling Interest") excluding, for
this purpose, any acquisitions by (1) the Company or its
Subsidiaries, (2) any person, entity or "group" that as of the
date on which the Option is granted owns beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Securities
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Exchange Act) of a Controlling Interest or (3) any employee
benefit plan of the Company or its Subsidiaries.
(d) The Committee or the Board may in its sole discretion accelerate the
date on which any Option may be exercised and may accelerate the
vesting of any Shares subject to any Option or previously acquired by
the exercise of any Option.
9. Termination of Option Period.
(a) Unless otherwise provided in any Option Agreement, the unexercised
portion of any Option shall automatically and without notice terminate
and become null and void at the time of the earliest to occur of the
following:
(i) three months after the date on which the Optionee's employment is
terminated other than by reason of (A) Cause, which, solely for
purposes of this Plan, shall mean the termination of the
Optionee's employment by reason of the Optionee's willful
misconduct or gross negligence, (B) a mental or physical
disability (within the meaning of Internal Revenue Code Section
22(e)) of the Optionee as determined by a medical doctor
satisfactory to the Committee, or (C) death of the Optionee;
(ii) immediately upon the termination of the Optionee's employment
for Cause;
(iii)twelve months after the date on which the Optionee's employment
is terminated by reason of a mental or physical disability
(within the meaning of Section 22(e) of the Code) as determined
by a medical doctor satisfactory to the Committee or the Board;
(iv) (A) twelve months after the date of termination of the Optionee's
employment by reason of death of the Optionee, or , if later, (B)
three months after the date on which the Optionee shall die if
such death shall occur during the one year period specified in
Subsection 9(a)(iii) hereof;
(v) the tenth anniversary of the date on which the Option was
granted.
All references herein to the termination of the Optionee's employment shall, in
the case of an Optionee who is not an employee of the Company or a Subsidiary,
refer to the termination of the Optionee's service with the Company.
(b) To the extent not previously exercised, (i) each Option shall
terminate immediately in the event of (1) the liquidation or
dissolution of the Company, or (2) any reorganization, merger,
consolidation or other form of corporate transaction in which the
Company does not survive, unless the successor corporation, or a
parent or subsidiary of such successor corporation, assumes the Option
or substitutes an equivalent option or right pursuant to Section 10(c)
hereof, and (ii) the Committee or the Board in its sole discretion may
by written notice (cancellation notice) cancel, effective upon the
consummation of any corporate transaction described in Subsection
8(b)(i) hereof in which the Company does survive, any Option that
remains unexercised on such date. The Committee or the Board shall
give written notice of any proposed transaction referred to in this
Section 9(b) a reasonable period of time prior to the closing date for
such transaction (which notice may
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be given either before or after approval of such transaction), in
order that Optionees may have a reasonable period of time prior to the
closing date of such transaction within which to exercise any Options
that then are exercisable (including any Options that may become
exercisable upon the closing date of such transaction). An Optionee
may condition his exercise of any Option upon the consummation of a
transaction referred to in this Section 9(b).
10. Adjustment of Shares.
(a) If at any time while the Plan is in effect or unexercised Options are
outstanding, there shall be any increase or decrease in the number of
issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock
split-up, combination or exchange of Shares, then and in that event:
(i) appropriate adjustment shall be made in the maximum number of
Shares available for grant under the Plan, or available for grant
to any person under the Plan, so that the same percentage of the
Company's issued and outstanding Shares shall continue to be
subject to being so optioned; and
(ii) the Board or the Committee may, in its discretion, make any
adjustments it deems appropriate in the number of Shares and the
exercise price per Share thereof then subject to any outstanding
Option, so that the same percentage of the Companys issued and
outstanding Shares shall remain subject to purchase at the same
aggregate exercise price.
(b) Unless otherwise provided in any Option Agreement, the Committee may
change the terms of Options outstanding under this Plan, with respect
to the option price or the number of Shares subject to the Options, or
both, when, in the Committee's sole discretion, such adjustments
become appropriate so as to preserve benefits under the Plan.
(c) In the event of a proposed sale of all or substantially all of the
Companys assets or any reorganization, merger, consolidation or other
form of corporate transaction in which the Company does not survive,
where the securities of the successor corporation, or its parent
company, are issued to the Company's shareholders, then the successor
corporation or a parent of the successor corporation may, with the
consent of the Committee or the Board, assume each outstanding Option
or substitute an equivalent option or right. If the successor
corporation, or its parent, does not cause such an assumption or
substitution to occur, or the Committee or the Board does not consent
to such an assumption or substitution, then each Option shall
terminate pursuant to Section 9(b) hereof upon the consummation of
sale, merger, consolidation or other corporate transaction.
(d) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in
connection with a direct sale or upon the exercise of rights or
warrants to subscribe therefore, or upon conversion of shares or
obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof
shall be made to, the number of or exercise price for Shares then
subject to outstanding Options granted under the Plan.
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(e) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or
consummate (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or
its business; (ii) any merger or consolidation of the Company; (iii)
any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the
Company; (v) any sale, transfer or assignment of all or any part of
the assets or business of the Company; or (vi) any other corporate act
or proceeding, whether of a similar character or otherwise.
11. Transferability of Options and Share No Incentive Stock Option, and unless
the prior written consent of the Committee or the Board is obtained (which
consent may be withheld for any reason) and the transaction does not
violate the requirements of Rule 16b-3 promulgated under the Securities
Exchange Act no Non-Qualified Stock Option, shall be subject to alienation,
assignment, pledge, charge or other transfer other than by the Optionee by
will or the laws of descent and distribution, and any attempt to make any
such prohibited transfer shall be void. Each Option shall be exercisable
during the Optionees lifetime only by the Optionee, or in the case of a
Non-Qualified Stock Option that has been assigned or transferred with the
prior written consent of the Committee or the Board, only by the permitted
assignee.
12. Issuance of Shares.
(a) Notwithstanding any other provision of this Plan, the Company shall
not be obligated to issue any Shares unless it is advised by counsel
of its selection that it may do so without violation of the applicable
Federal and State laws pertaining to the issuance of securities, and
may require any stock so issued to bear a legend, may give its
transfer agent instructions, and may take such other steps, as in its
judgment are reasonably required to prevent any such violation.
(b) As a condition to any sale or issuance of Shares upon exercise of any
Option, the Committee or the Board may require such agreements or
undertakings as the Committee or the Board may deem necessary or
advisable to facilitate compliance with any applicable law or
regulation including, but not limited to, the following:
(i) a representation and warranty by the Optionee to the Company, at
the time any Option is exercised, that he is acquiring the Shares
to be issued to him for investment and not with a view to, or for
sale in connection with, the distribution of any such Shares; and
(ii) a representation, warranty and/or agreement to be bound by any
legends endorsed upon the certificate(s) for the Shares that are,
in the opinion of the Committee or the Board, necessary or
appropriate to facilitate compliance with the provisions of any
securities laws deemed by the Committee or the Board to be
applicable to the issuance and transfer of those Shares.
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13. Administration of the Plan.
(a) The Plan shall be administered by the Board or, at the discretion of
the Board, by a committee appointed by the Board (the Committee)
which shall be composed of two or more Directors. At any time after
the Publicly Traded Date, the membership of the Committee shall be
constituted so as to comply at all times with the then applicable
requirements for Outside Directors of Rule 16b-3 promulgated under the
Securities Exchange Act and Section 162(m) of the Internal Revenue
Code. The Committee shall serve at the pleasure of the Board and shall
have the powers designated herein and such other powers as the Board
may from time to time confer upon it.
(b) The Committee or the Board may grant Options pursuant to this Plan to
any persons to whom Options may be granted under Section 5(a) hereof.
(c) The Committee or the Board, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The
determinations of the Committee or the Board, and its interpretation
and construction of any provision of the Plan or any Option Agreement,
shall be final and conclusive.
(d) Any and all decisions or determinations of the Committee shall be made
either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the unanimous written approval of
the members of the Committee.
14. Withholding or Deduction for Taxes. If at any time specified herein for the
making of any issuance or delivery of any Option or Common Stock to any
Optionee, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to
make any deduction for, any taxes or to take any other action in connection
with the issuance or delivery then to be made, the issuance or delivery
shall be deferred until the withholding or deduction shall have been
provided for by the Optionee or beneficiary, or other appropriate action
shall have been taken.
15. Interpretation.
(a) As it is the intent of the Company that after the Publicly-Traded
Date, the Plan shall comply in all respects with Rule 16b-3
promulgated under the Securities Exchange Act ("Rule-16b-3"), any
ambiguities or inconsistencies in construction of the Plan shall be
interpreted to give effect to such intention, and if any provision of
the Plan is found not to be in compliance with Rule 16b-3, such
provision shall be deemed null and void to the extent required to
permit the Plan to comply with Rule 16b-3. The Committee or the Board
may from time to time adopt rules and regulations under, and amend,
the Plan in furtherance of the intent of the foregoing.
(b) The Plan and any Option Agreements entered into pursuant to the Plan
shall be administered and interpreted so that all Incentive Stock
Options granted under the Plan will qualify as Incentive Stock Options
under Section-422 of the Code. If any provision of the Plan or any
Option Agreement relating to an Incentive Stock Option should be held
invalid for the granting of Incentive Stock Options or illegal for any
reason, that determination shall not affect the remaining provisions
hereof, but instead the Plan and the Option Agreement shall be
construed and enforced as if such provision had never been included in
the Plan or the Option Agreement.
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(c) This Plan shall be governed by the laws of the State of [Delaware].
(d) Headings contained in this Plan are for convenience only and shall in
no manner be construed as part of this Plan.
(e) Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.
16. Amendment and Discontinuation of the Plan. The Committee or the Board may
from time to time amend, suspend or terminate the Plan or any Option;
provided, however, that, any amendment to the Plan shall be subject to the
approval of the Companys shareholders if such shareholder approval is
required by any federal or state law or regulation (including, without
limitation, Rule 16b-3 or to comply with Section 162(m) of the Internal
Revenue Code) or the rules of any Stock exchange or automated quotation
system on which the Common Stock may then be listed or granted. Except to
the extent provided in Sections 9 and 10 hereof, no amendment, suspension
or termination of the Plan or any Option issued hereunder shall
substantially impair the rights or benefits of any Optionee pursuant to any
Option previously granted without the consent of the Optionee.
17. Effective Date and Termination Date. The effective date of the Plan is June
1, 2000 and the Plan shall terminate on the 10th anniversary of the
Effective Date. The Plan shall be submitted to the shareholders of the
Company for their approval and adoption and Options hereunder may be
granted prior to such approval and adoption but contingent upon such
approval and adoption.
