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Exhibit 10.25
WEBCASTS.COM, INC.
1999 STOCK OPTION PLAN
ARTICLE I
PURPOSE
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1. Purposes of the Plan. The purposes of Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Leased Employees,
Directors and Consultants and to promote the success of the Company's business.
Options granted under this Plan may be Incentive Stock Options or Non-Qualified
Stock Options, as determined by the Committee at the time of grant.
ARTICLE II
DEFINITIONS
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2. Definitions. As used herein, the following definitions shall apply:
(a) "Applicable Laws" means the requirements relating to the
administration of stock option plans under state corporate laws, 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 other
country or jurisdiction where Options are granted under this Plan.
(b) "Cause" shall mean, with respect to a Participant's Termination of
Service, unless otherwise determined by the Committee at grant, or, if no rights
of the Participant are reduced, thereafter, termination due to a Participant's
dishonesty, fraud, insubordination, willful misconduct, refusal to perform
services (for any reason other than illness or incapacity) or materially
unsatisfactory performance of his or her duties for the Company as determined by
the Committee in its sole discretion. With respect to a Director's Termination
of Service, Cause shall mean an act or failure to act that constitutes "cause"
for removal of a director under applicable state corporate law.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Board or any of its Committees as shall be
administering this Plan in accordance with Section 4 hereof.
(f) "Common Stock" means the Common Stock, $.0001 par value, of the
Company.
(g) "Company" means WEBCASTS.COM, INC., an Oklahoma corporation.
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(h) "Consultant" means any person who is engaged by the Company or any
Subsidiary to render consulting or advisory services to such entity.
(i) "Director" means a member of the Board of Directors of the Company.
(j) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.
(k) "Employee" means any person, including Officers and Directors,
employed by the Company or any Subsidiary of the Company. A person 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 Participant shall cease to be treated as an Incentive Stock Option and shall
be treated for tax purposes as a Non-Qualified 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.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(m) "Good Reason" shall mean, with respect to a Participant's
Termination of Service unless otherwise determined by the Committee at grant,
or, if no rights of the Participant are reduced, thereafter, a voluntary
termination due to "good reason," as the Committee, in its sole discretion,
decides to treat as a Good Reason termination.
(n) "Leased Employee" means an employee of a company other than the
Company or a Subsidiary, whom performs services for the benefit of the Company
or a Subsidiary and otherwise does not qualify as an Employee, Director or
Consultant.
(o) "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 Committee 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
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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
Committee.
(p) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.
(q) "Non-Qualified Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(r) "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.
(s) "Option" means a stock option granted pursuant to this Plan.
(t) "Option Agreement" means a written or electronic agreement between
the Company and a Participant evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of this Plan.
(u) "Option Exchange Program" means a program whereby outstanding
Options are exchanged for Options with a lower exercise price.
(v) "Optioned Stock" means the Common Stock subject to an Option.
(w) "Participant" means the holder of an outstanding Option granted
under this Plan.
(x) "Plan" means this 1999 Stock Option Plan.
(y) "Section 16(b)" means Section 16(b) of the Securities Exchange Act
of 1934, as amended.
(z) "Service Provider" means an Employee, Consultant or Leased
Employee.
(aa) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.
(bb) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
(cc) "Termination of Service" shall mean:
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(i) with respect to a Consultant, that the Consultant is no
longer acting as a Consultant to the Company or a Subsidiary.
(ii) with respect to a non-employee Director, that the
non-employee Director has ceased to be a Director of the
Company.
(iii) with respect to an Employee, except as provided in the
next sentence, (i) a termination of service (for reasons other than a military
or personal leave of absence granted by the Company) of a Participant from the
Company or a Subsidiary; or (ii) when an entity which is employing a Participant
ceases to be a Subsidiary, unless the Participant thereupon becomes employed by
the Company or another Subsidiary.
The Committee may otherwise define Termination of Service in the Option grant
or, if no rights of the Participant are reduced, may otherwise define
Termination of Service thereafter, including, but not limited to, defining
Termination of Employment with regard to entities controlling, under common
control with or controlled by the Company rather than just the Company and its
Subsidiaries and/or entities that provide substantial services to the Company or
its Subsidiaries to which the Participant has transferred directly from the
Company or its Subsidiaries at the request of the Company.
ARTICLE III
SHARES UNDER PLAN
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3. Stock Subject to this Plan. Subject to the provisions of Section 12
of this Plan, the maximum aggregate number of Shares which may be issuable under
this Plan is 2,200,000 Shares. The Shares may be authorized but unissued, or
reacquired Common Stock.
If an Option 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 this Plan (unless the Plan has terminated). However, Shares
that have actually been issued under the Plan upon exercise of an Option shall
not be returned to the Plan and shall not become available for future
distribution under the Plan.
ARTICLE IV
ADMINISTRATION
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4. Administration of the Plan.
(a) Committee. The Plan shall be administered by the Board or a
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Committee appointed by the Board, which Committee shall be constituted to comply
with Applicable Laws.
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(b) Powers of the Committee. Subject to the provisions of the Plan and,
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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
Committee shall have the authority in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers and Directors to whom
Options 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
granted hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options may be exercised (which may
be based on performance criteria), any forfeiture provisions, any vesting
acceleration or waiver of forfeiture provisions, and any restriction or
limitation regarding any Option or the Common Stock relating thereto, based in
each case on such factors as the Committee, in its sole discretion, shall
determine;
(vi) to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(e) 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 Participants to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option 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 Participants to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Committee may deem necessary or advisable; and
(xi) To establish other terms and conditions of Options, which
shall not be inconsistent with any of the foregoing terms of the Plan, as the
Committee shall deem
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appropriate including, without limitation, permitting "reloads" such that the
same number of Options are granted as the number of Options exercised, shares
used to pay for the exercise price of Options or shares used to pay withholding
taxes ("Reloads"); with respect to Reloads, the exercise price of the new Option
shall be the Fair Market Value on the date of the "reload" and the term of the
Option shall be the same as the remaining term of the Options that are
exercised, if applicable, or such other exercise price and term as determined by
the Committee; and
(xi) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan.
(c) Effect of Committee's Decision. All decisions, determinations and
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interpretations of the Committee shall be final and binding on all Participants.
ARTICLE V
ELIGIBILITY
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5. Eligibility.
(a) Non-Qualified Stock Options may be granted to Service Providers
(whether or not Employees) and non-employee Directors. 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 Non-Qualified 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 Participant during any calendar year
(under all plans of the Company and any Subsidiary) exceeds $100,000, such
Options shall be treated as Non-Qualified 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 shall confer upon any Participant
any right with respect to continuing the Participant's relationship as a Service
Provider a Director of 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.
ARTICLE VI
TERM
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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 hereof.
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ARTICLE VII
TERM OF OPTIONS
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7. Term of Options. 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 a Participant 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 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.
ARTICLE VIII
OPTION EXERCISE PRICE
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8. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for the Shares to be
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issued upon exercise of an Option shall be such price as is determined by the
Committee, 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 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 Non-Qualified Stock Option granted to
any 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, and in the case of a
Director, shall be no less than 100% 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) Consideration. The consideration to be paid for the Shares to be
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issued upon exercise of an Option, including the method of payment, shall be
determined by the Committee (and, in
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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 Participant 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 Committee in connection with this Plan, or
(6) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Committee shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company.
ARTICLE IX
OPTION EXERCISE
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9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
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hereunder shall be exercisable according to the terms hereof at such times and
under such conditions as determined by the Committee and set forth in the Option
Agreement. Options shall become exercisable at a rate of no less than 20% per
year over five (5) years from the date the Options are granted. Unless the
Committee 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
Committee and permitted by the Option Agreement and this Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Participant or, if
requested by the Participant, in the name of the Participant 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 hereof.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares thereafter available, both for purposes of this Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.
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(b) Buyout Provisions. The Committee may at any time offer to buy out
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for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Committee shall establish and communicate to the
Participant at the time that such offer is made.
ARTICLE X
TERMINATION OF PARTICIPANT
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10. Termination of Participants.
(a) Involuntary Termination Without Cause or Voluntary Termination for
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Good Reason. If a Service Provider's Termination of Service is by involuntary
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termination without Cause or for Good Reason, any Option held by such
Participant, unless otherwise determined by the Committee at grant or, if no
rights of the Participant are reduced, thereafter, may be exercised, to the
extent exercisable at termination, by the Participant at any time within a
period of ninety (90) days from the date of such termination, but in no event
beyond the expiration of the stated term of such Option.
(b) Voluntary Termination Without Good Reason. If a Service Provider's
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Termination of Service is voluntary but without Good Reason and occurs prior to,
or more than ninety (90) days after, the occurrence of an event which would be
grounds for Termination of Service by the Company for Cause (without regard to
any notice or cure period requirements), any Option held by such Participant,
unless otherwise determined by the Committee at grant or, if no rights of the
Participant are reduced, thereafter, may be exercised, to the extent exercisable
at termination, by the Participant at any time within a period of thirty (30)
days from the date of such termination, but in no event beyond the expiration of
the stated term of such Option.
(c) Other Termination. Unless otherwise determined by the Committee at
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grant or, if no rights of the Service Provider are reduced, thereafter, if a
Service Provider's Termination of Service is for any reason other than death,
Disability, Retirement, Good Reason, involuntary termination without Cause or
voluntary termination as provided in subsection (b) above, any Option held by
such Service Provider shall thereupon terminate and expire as of the date of
termination, provided that (unless the Committee determines a different period
upon grant or, if no rights of the Service Provider are reduced, thereafter) in
the event the termination is for Cause or is a voluntary termination without
Good Reason within ninety (90) days after occurrence of an event which would be
grounds for Termination of Service by the Company for Cause (without regard to
any notice or cure period requirement), any Option held by the Service Provider
at the time of occurrence of the event which would be grounds for Termination of
Service by the Company for Cause shall be deemed to have terminated and expired
upon occurrence of the event which would be grounds for Termination of Service
by the Company for Cause.
(d) Disability of Service Provider. If a Participant ceases to be a
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Service Provider as a result of the Service Provider's Disability, the Service
Provider may exercise his or her Option
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within such period of time as is specified in the Option Agreement (of at least
six (6) months) 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 Service Provider's termination. If, on the date of termination, the Service
Provider 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 Service Provider 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.
(e) Death of Service Provider. If a Participant dies while a Service
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Provider, the Option may be exercised within such period of time as is specified
in the Option Agreement (of at least six (6) months) to the extent that the
Option is vested on the date of death (but in no event later than the expiration
of the term of such Option as set forth in the Option Agreement) by the Service
Provider's estate or by a person who acquires the right to exercise the Option
by bequest or inheritance. In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Service Provider's termination. If, at the time of death, the Service
Provider is not vested as to the entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the Plan. 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.
(f) Termination of Directorship. The following rules apply with regard
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to Options upon the Termination of Directorship:
(i) Death, Disability or Otherwise Ceasing to be a Director
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Other than for Cause. Except as otherwise provided herein, upon the
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Termination of Directorship, on account of Disability, death,
Retirement, resignation, failure to stand for reelection, failure to be
renominated or failure to be reelected or otherwise other than as set
forth in (b) below, all outstanding Options then exercisable and not
exercised by the Participant prior to such Termination of Directorship
shall remain exercisable, to the extent exercisable at the Termination
of Directorship, by the Participant or, in the case of death, by the
Participant's estate or by the person given authority to exercise such
Options by his or her will or by operation of law, for the remainder of
the stated term of such Options.
(ii) Cause. Upon removal or failure to be renominated for
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Cause, or if the Company obtains or discovers information after
Termination of Directorship that such Participant had engaged in
conduct that would have justified a removal for Cause during such
directorship, all outstanding Options of such Participant shall
immediately terminate and shall be null and void.
(iii) Cancellation of Options. No Options that were not
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exercisable during the period such person serves as a Director shall
thereafter become exercisable upon a
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Termination of Directorship for any reason or no reason whatsoever, and
such Options shall terminate and become null and void upon a
Termination of Directorship.
ARTICLE XI
NON-TRANSFERABILITY OF OPTIONS
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11. Non-Transferability of Options. Options 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 Participant, only by the Participant.
ARTICLE XII
ADJUSTMENTS
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12. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the
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shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under this Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, 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.
(b) Dissolution or Liquidation. In the event of the proposed
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dissolution or liquidation of the Company, the Committee shall notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Committee in its discretion may provide for a Participant 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 Committee may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the
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time and in the manner contemplated. To the extent it has not been previously
exercised, an Option 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
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or into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option shall be assumed or an equivalent option or
right substituted by the successor corporation or a Subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or
substitute for the Option, the Participant shall fully vest in and have the
right to exercise the Option as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Committee shall notify the
Participant in writing or electronically 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 or right confers the right to purchase or
receive, for each Share of Optioned 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 is not solely common stock of the successor corporation or its Parent,
the Committee 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 Optioned Stock subject to the Option, 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.
ARTICLE XIII
TIME OF GRANTING OPTIONS
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13. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Committee makes the determination
granting such Option, or such other date as is determined by the Committee.
Notice of the determination shall be given to each Employee to whom an Option is
so granted within a reasonable time after the date of such grant.
ARTICLE XIV
PLAN AMENDMENT AND TERMINATION
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14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter,
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suspend or terminate this Plan.
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(b) Shareholder Approval. The Board shall obtain shareholder approval
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of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration,
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suspension or termination of this Plan shall impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the
Committee, which agreement must be in writing and signed by the Participant and
the Company. Termination of this Plan shall not affect the Committee'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.
ARTICLE XV
CONDITIONS UPON ISSUANCE OF SHARES
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15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the
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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
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Option, the Committee 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.
ARTICLE XVI
REGULATORY APPROVAL
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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.
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ARTICLE XVII
RESERVATION OF SHARES
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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.
ARTICLE XVIII
SHAREHOLDER APPROVAL
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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.
ARTICLE XIX
INFORMATION TO PARTICIPANTS
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19. Information to Participants. The Company shall provide to each
Participant, not less frequently than annually during the period such
Participant or purchaser has one or more Options outstanding, 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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